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QIAGEN N.V.
IFRS Annual Report
2024
QLogo_Primary_RGB_White.svg
Table of Contents
Overview
Market Environment
In 2024, the global economy experienced modest growth amid a complex
landscape of challenges and developments. The United Nations reported a
global economic growth rate of 2.8% for 2024, consistent with the previous
year and below the pre-pandemic average of 3.2%. In 2024, global stock
markets exhibited robust performance, with notable regional variations.
The U.S. stock market saw significant growth in 2024, with the S&P 500
gaining 23% and the Dow Jones Industrial Average rising 13%, fueled by
strong performances in technology and industrial sectors alongside easing
inflation and favorable monetary policies. Many mega-cap tech companies
excelled, driven by advancements in AI (artificial intelligence), cloud computing
and digital innovation.
The German stock market, led by the DAX Index of the 40 largest blue-chip
stocks in Germany (which includes QIAGEN), gained 19% in 2024, driven by
economic recovery, declining inflation and supportive European Central Bank
policies that included rate cuts. Key sectors such as industrials, automotive and
renewable energy advanced on strong exports and technological
advancements.
Global Shares listed in the U.S. and Europe
QIAGEN's Global Shares have been traded in the United States since 1996
and are currently traded on the New York Stock Exchange (NYSE: QGEN) and
in Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since
2003, they have also been listed in the Prime Standard segment, traded on
both the XETRA electronic platform and the Frankfurt Börse floor.
These shares provide equal rights to all shareholders and are available for
trading in U.S. dollars or euros on either exchange.
QIAGEN's listing on the NYSE allows us to tap into a broad base of
international investors, particularly in the U.S. The NYSE listing supports our
visibility in North American markets, where our products are widely used in
research and healthcare.
Our listing on the Frankfurt Stock Exchange caters to European investors and
reflects the integration of QIAGEN into the European economic landscape as a
company headquartered in the Netherlands along with a strong presence in
Germany.
The dual listing on these important stock exchanges enhances QIAGEN’s global
investor base and improves liquidity for our shares while increasing the
opportunity to attract investors, particularly those in the U.S. restricted to
holding only U.S. dollar-denominated investments.
Share Price and Liquidity
In 2024, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt
Stock Exchange, delivered modest growth in a challenging environment for the
industry. On the NYSE, QGEN grew about 3%, reflecting a steady upward
trend in line with sector peers. Likewise on the Frankfurt Exchange, QIA rose
9% over the year, mirroring the positive trajectory observed on the NYSE.
The stock price increase for QIAGEN in 2024 reflected solid financial
performance against broader adverse market conditions and sector-specific
challenges, leading to relatively flat growth compared to major indices. The
post-pandemic economic recovery drove higher demand for diagnostic and
research tools, while competition to develop new innovations continued in the
Life Sciences sector.
Our shares continued to offer high liquidity, with an average daily trading
volume of approximately 1.7 million in 2024 – approximately 1.1 million in the
U.S. and 0.5 million in Germany.
As of December 31, 2024, the free float, which affects weighting of QIAGEN
shares in various indices, was approximately 99%.
Shareholder Structure
QIAGEN's global investor base includes over 500 identified institutional
investors, with approximately 60% in North America, 35% in Europe and the
remainder in other regions. As of the end of 2024, the Managing Board and
Supervisory Board collectively held less than 1% of QIAGEN’s outstanding
Common Shares.
Market Capitalization
2024
Year-end market capitalization (in $ million)
9,899
Year-end market capitalization (in € million)
9,569
Annual Shareholder Meeting
At the Annual General Meeting on June 21, 2024, in Venlo, The Netherlands,
shareholders overwhelmingly approved all agenda items. A total of 76% of
QIAGEN shares were voted at the meeting, representing approximately 170.7
million of QIAGEN's 223.9 million issued shares as of the record date. Details
of attendance and voting results are available at corporate.QIAGEN.com.
Investor Relations and Shareholder Engagement
QIAGEN is dedicated to providing shareholders, analysts and global
communities with clear, comprehensive and accessible information about its
performance, strategy, vision, mission and future prospects. Engagement efforts
include individual calls, roadshows and participation in broker-sponsored
investor conferences. In June 2024, QIAGEN hosted its Capital Markets Day at
the New York Stock Exchange, outlining its strategic vision and financial targets
through 2028.
QIAGEN's Investor Relations team has been consistently recognized as having
one of the top teams in the EMEA region within the MedTech industry and also
among the top five in the Healthcare sector.
Investor events hosted by QIAGEN have been particularly recognized for
improving investor access through virtual formats.
2024 Shareholder Structure by Geography
5158
2024 Shareholder Structure by Investor Type
5162
QIAGEN Share Indices and Prices - NYSE
Our shares have traded on the New York Stock Exchange (NYSE) since 2018
under the symbol QGEN. Prior to the transition to the NYSE, our Common
Shares were traded on NASDAQ since the IPO (Initial Public Offering) in 1996
under the same QGEN ticker.
New York Stock Exchange (NYSE)
2024
Year-end price
$44.53
High
$47.44
Low
$39.03
Average daily trading volume (in million shares)
1.12
5456
QIAGEN Share Indices and Prices - Germany
Our shares, traded on the Frankfurt Stock Exchange (XETRA) under the symbol
QIA since a secondary IPO in September 1997, joined the DAX Index of the
40 largest blue-chip stocks in September 2021, reflecting our status among
Germany's top publicly traded companies by market capitalization.
Frankfurt Stock Exchange (XETRA)
2024
Year-end price
€43.05
High
€44.13
Low
€36.59
Average daily trading volume (in million shares)
0.54
5794
QIAGEN Historical Share Price History - NYSE
The following tables set forth the annual high and low sale prices for the last
five years, the quarterly high and low sale prices for the last two years and the
monthly high and low sale prices for the last six months on the NYSE.
High ($)
Low ($)
Annual:
2020
55.27
32.97
2021
59.00
45.58
2022
55.12
40.38
2023
51.18
34.74
2024
47.44
39.03
High ($)
Low ($)
Quarterly 2023:
First Quarter
51.18
45.08
Second Quarter
46.99
43.80
Third Quarter
47.70
38.98
Fourth Quarter
43.73
34.74
Quarterly 2024:
First Quarter
45.87
42.08
Second Quarter
46.01
39.03
Third Quarter
47.44
39.73
Fourth Quarter
46.66
40.35
Quarterly 2025:
First Quarter (through March 26)
47.93
37.63
 
High ($)
Low ($)
Monthly:
October 2024
45.51
41.51
November 2024
45.35
40.35
December 2024
46.66
43.23
January 2025
47.93
43.55
February 2025
44.20
38.16
March 2025 (through March 26)
40.13
37.63
QIAGEN Historical Share Price History - Germany
The following tables set forth the annual high and low sale prices for the last
five years, the quarterly high and low sale prices for the last two years and the
monthly high and low sale prices for the last six months.
High (€)
Low (€)
Annual:
2020
46.95
29.55
2021
51.56
37.38
2022
49.37
37.95
2023
48.36
32.74
2024
44.13
36.59
High (€)
Low (€)
Quarterly 2023:
First Quarter
48.36
41.57
Second Quarter
43.47
39.62
Third Quarter
43.39
36.73
Fourth Quarter
40.07
32.74
Quarterly 2024:
First Quarter
42.19
38.77
Second Quarter
42.36
36.59
Third Quarter
42.81
36.75
Fourth Quarter
44.13
38.13
Quarterly 2025:
First Quarter (through March 26)
47.53
35.00
High (€)
Low (€)
Monthly:
October 2024
41.23
38.36
November 2024
42.69
38.13
December 2024
44.13
40.88
January 2025
47.53
41.35
February 2025
42.84
36.62
March 2025 (through March 26)
37.10
35.00
Outlook
Company Overview
QIAGEN is a leading global provider of Sample to Insight solutions, enabling
customers to extract and gain valuable molecular insights from samples
containing the building blocks of life. Our Sample technologies isolate and
process DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins
from blood, tissue and other materials. Assay technologies prepare these
biomolecules for analysis while bioinformatics software and knowledge bases
can be used to interpret data to find actionable insights. Automation solutions
bring these processes together into seamless and cost-effective workflows. We
serve over 500,000 customers globally in Life Sciences (academia, pharma
R&D and industrial applications, primarily forensics) and Molecular Diagnostics
for clinical healthcare. As of December 31, 2024, we employed more than
5,700 people in over 35 locations worldwide.
QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in
the emerging biotechnology sector with a revolutionary method that
standardized and accelerated the extraction and purification of nucleic acids
from biological samples, which means any material containing DNA, RNA or
proteins. As molecular biology and genomic knowledge has grown to influence
many areas of daily life, we have expanded to serve the full spectrum of market
needs while developing new instruments, consumables and digital solutions,
partnering with researchers and pharmaceutical companies, and acquiring
companies and technologies that best complement our portfolio. We continue
to accelerate our portfolio growth and increase our efficiency and effectiveness
while also enhancing our customer experience, our corporate citizenship and
our position as an employer of choice.
Our strategy is anchored by a commitment to deliver solid profitable growth by
focusing our resources on a group of Pillars that represented approximately
70% of sales in 2024 and are expected to reach combined sales of
approximately $2 billion in 2028. The Pillars involve three product groups
where QIAGEN is developing leadership positions: the digital PCR (Polymerase
Chain Reaction) platform QIAcuity, the clinical PCR syndromic testing solution
QIAstat-Dx and the QIAGEN Digital Insights portfolio of bioinformatics solutions
for improved analysis and interpretation of complex genomic data.
Additionally, two Pillars involve product groups where QIAGEN has strong top
positions and where we want to consolidate our leadership: Sample
technologies that are used to gain access to DNA and RNA from a biological
sample and the QuantiFERON technology platform for latent disease detection,
best known for its use in detecting tuberculosis (TB).
Our growth has been funded through internally generated funds as well as
through debt offerings and the public sales of equity securities.
Our Global Shares are listed on the New York Stock Exchange under the ticker
symbol QGEN and on the Frankfurt Stock Exchange as QIA.
QIAGEN N.V. is the holding company for more than 50 consolidated
subsidiaries, many of which have the primary function of distributing our
products and services on a regional basis. Certain subsidiaries also have
research and development or production activities. The Company is registered
under its commercial and legal name QIAGEN N.V. with the trade register
(kamer van koophandel) of the Dutch region Limburg Noord under file number
12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited
liability company (naamloze vennootschap) and is organized as a holding
company. Our principal executive office is located at Hulsterweg 82, 5912 PL
Venlo, The Netherlands, and our telephone number is +31-77-355-6600.
Further information on QIAGEN can be found at www.qiagen.com. The
U.S. Securities and Exchange Commission (SEC) website at www.sec.gov
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Information contained in,
or that can be accessed through, our website is not a part of, and shall not be
incorporated by reference into, this Annual Report. We have included our
website address in this document solely as an inactive textual reference.
Operating Environment
Economic Environment
The global economy grew by approximately 2.8% in 2024, consistent with the
previous year. This growth trajectory can be attributed to persistent inflationary
pressures, elevated borrowing costs and geopolitical uncertainties which
continued to weigh on economic performance. While central banks around the
world made strides in moderating inflation, the effects of sustained monetary
tightening and higher interest rates curtailed growth in developed economies.
The U.S. Dollar Index displayed moderate volatility in 2024, influenced by
varying monetary policies, fluctuating commodity prices and divergent regional
growth trends.
Industry Environment
Life Sciences and Molecular Diagnostics continued to experience diverging
trends in 2024. While weaker markets in China and reduced capital spending
on instruments and automation systems created headwinds for the industry,
certain sectors saw notable growth, particularly in areas such as infectious
disease testing.
The pandemic had led to significant growth in the installed base of instruments,
and companies were now seeking to leverage this base for other applications
in Life Sciences and Molecular Diagnostics. Although numerous smaller
companies have emerged in recent years, larger companies such as QIAGEN
boast the crucial advantages of better global R&D, distribution and production
capacity, as well as brand recognition, to drive the adoption of their platforms
like QIAstat-Dx and QIAcuity for expanded use in infectious disease, oncology,
academic and biopharmaceutical research.
The addressable Life Sciences and Molecular Diagnostics industry segments
generate an estimated $11 billion of annual sales and are expected to
maintain a healthy rate of single-digit sales growth in the coming years. Key
growth drivers include continued research funding to advance our
understanding of biology as well as consistently strong medical demand for
molecular clinical testing.
QIAGEN Products
Our leadership in molecular research and testing solutions leverages our
product portfolio across a wide range of applications. These are grouped into
two main categories:
• Consumables and related revenues involve our consumables kits,
bioinformatics solutions, royalties, co-development milestone payments and
services (89% of total net sales in 2024); and
• Instruments and related services and contracts (11% of total net sales in
2024).
QIAGEN Product Groups
Sample Technologies
Sample technologies represent one of our Pillars and includes products involved
in the first step of any molecular lab process.
20240212 Infographic.jpg
Our broad portfolio of Sample technologies includes consumables and
Applications
Cloning
qPCR / dPCR
DNA
amplification
Sequencing 
/ NGS
Arrays
Liquid biopsy
Gene editing
Microbiome
Epigenetics
Gene silencing
Cellular
analytics
Proteomics
Input demands
Processing
Target analytes
Low / high-volume
Manual
Genomic DNA
Low-quantity
Plasmid DNA
Tubes / plates
cfDNA
Input demands
Low-quantity
Automated
mRNA, rRNA
High-quantity
Low-to
miRNA
Tubes / plates
High-throughput
Proteins
Circ. Tumor cells
Selected biological samples
Tissue
Stool
Cells
Saliva
Blood
Other body
fluids
Serum
Bone
Plasma
Plants
Urine
Soil
instruments used in sample collection, stabilization, storage, purification and
quality control. Some of our consumables are designed to run on our
instruments, while others are universal kits designed for use with any molecular-
testing platform. These products are used in research and applied testing
(forensics/human identification and food safety) in laboratories as well as
clinical testing.
Sample technologies
Selected QIAGEN brands
Primary Sample technology consumables
• Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and
automated processing for genotyping, gene expression, viral and bacterial analysis
• Mainly based on silica membrane and magnetic bead technologies
• QIAamp
• PAXgene
• AllPrep
• DNeasy
• AdnaTest
• QIAprep&amp
• RNeasy
• MagAttract
• QIAwave
Secondary Sample technology consumables
• Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)
• QIAprep
• QIAGEN Plasmid
• HiSpeed
• QIAquick
• QIAfilter
• EndoFree
• DyeEx
Sample technology instruments
• Instruments for nucleic acid purification, quality control and accessories
• QIAsymphony
• EZ2 Connect
• TissueLyser III
• QIAcube Connect
• EZ2 Connect MDx
• QIAcube HT
• QIAxcel Connect
• QIAcube Connect
MDx
Diagnostic Solutions
Diagnostic solutions include our molecular testing platforms and consumables
covering two of our Pillars with QuantiFERON and QIAstat-Dx, as well as
Precision Diagnostics which involves companion diagnostic co-development
revenues from projects with pharmaceutical companies, regulated assays and
solutions for laboratory developed tests. Additional areas include Oncology
and Sexual & Reproductive Health for detection of various diseases and for
other laboratory processes.
Diagnostic solutions
Selected QIAGEN brands
Immune response consumables
• Interferon-Gamma Release Assay (IGRA) for latent TB testing
• Assays for post-transplant testing, viral load monitoring
• QuantiFERON
Oncology and Sexual & Reproductive health consumables
• Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions
• Assays for prenatal testing and detection of sexually transmitted diseases and HPV
• therascreen
• AmniSure /
PartoSure
• ipsogen
• digene HC2
Sample to Insight instruments and dedicated assays
• One-step molecular analysis of hard-to-diagnose syndromes
• Fully integrated PCR testing
• QIAstat-Dx
• QIAstat-Dx Rise
PCR / Nucleic Acid Amplification
PCR / Nucleic Acid Amplification involves our research and applied PCR
solutions and components. The product group includes another of our Pillars,
QIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and
digital PCR. Our kits, assays, instruments and accessories amplify and detect
targets and streamline workflow for virtually any application.
PCR / Nucleic acid amplification
Selected QIAGEN brands
Research PCR consumables
• Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for
analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and
technologies
• QuantiTect
• OneStep RT-PCR
• OmniScript
• QIAcuity
• QIAGEN Multiplex
• miRCURY
• AllTaq
• GeneGlobe
• QuantiNova
• HotStarTaq
• UltraRun Long
Range
Human ID / Forensics assay consumables
• Short tandem repeat (STR) assays for Human ID, additional assays for food contamination
• Investigator (human
ID / forensics)
PCR instruments
• Digital PCR solutions
• qPCR solutions
• QIAcuity
• Rotor-Gene Q
• QIAgility
• QIAcuityDx
OEM consumables
• Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers
• Provided on an individualized contract basis
Genomics / NGS
This product group includes our universal NGS (next-generation sequencing)
solutions for use with any NGS sequencer as well as the full bioinformatics
portfolio offered by QIAGEN Digital Insights, which also represents one of our
Pillars.
Genomics / NGS
Selected QIAGEN brands
Universal NGS consumables
• Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome
amplification, DNA methylation analysis, etc.
• Sequence-based assays for forensic genetic genealogy
• QIAseq
• GeneGlobe
• REPLI-g
• EpiTect
• ForenSeq
Kintelligence
QIAGEN Digital Insights solutions
• Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes
freestanding software or cloud-based solutions and is also integrated into many QIAGEN consumables and
instruments
• QCI Secondary
Analysis
• QCI Interpret
• QCI Precision
• CLC Workbenches
• OmicSoft Lands
• Ingenuity Pathway
Analysis
• Biomedical
Knowledge Base
• HGMD
• HSMD
• PGXI
Custom laboratory and genomic services
• Custom services such as DNA sequencing, whole genome amplification and non-cGMP DNA production
• Provided on an individualized contract basis
Other
Revenues from various sources including protein biology products, royalties,
intellectual property and freight charges.
Principal Markets
We sell our products to more than 500,000 customers in two broad customer
groups: Molecular Diagnostics (clinical testing) and Life Sciences (academia,
pharmaceutical R&D and applied testing). Sales to these groups were as
follows:
Net sales (in millions)
2024
2023
2022
Molecular Diagnostics
$1,078.6
$1,035.5
$1,126.2
Life Sciences
899.6
929.8
1,015.3
Total
$1,978.2
$1,965.3
$2,141.5
We estimate the current total addressable market at approximately $11 billion
annually with estimates indicating market growth to approximately $13 to
$14 billion annually by 2028.
Molecular Diagnostics
The molecular diagnostics market includes healthcare providers engaged in
many aspects of patient care that require accurate diagnoses and insights to
guide treatment decisions in oncology, infectious diseases and immune
monitoring.
We offer one of the broadest portfolios of molecular technologies for
healthcare. The success of molecular testing in healthcare depends on the
ability to accurately analyze purified nucleic acid samples from sources such as
blood, tissue, body fluids and stool. Automated systems process tests reliably
and efficiently, often handling hundreds of samples simultaneously. Our range
of assays for diseases and biomarkers speeds up and simplifies laboratory
workflow and standardizes lab procedures.
Molecular testing is the most dynamic segment of the global in vitro diagnostics
market. The pandemic has demonstrated the value of molecular testing in
healthcare, and we expect the market to provide significant growth
opportunities.
We have built a position as a preferred partner to co-develop companion
diagnostics paired with targeted drugs and have created a rich pipeline of
molecular tests that are transforming the treatment of cancer and other diseases.
We have more than 30 master collaboration agreements with pharmaceutical
industry customers, some with multiple co-development projects. In 2024, we
continued to expand on these partnerships with new agreements, for example,
a collaboration with Eli Lilly to develop an IVD panel for detecting APOE
genotypes. We also expanded our partnership with AstraZeneca to develop
and commercialize companion diagnostics for complex chronic diseases based
on our QIAstat-Dx platform. Additionally, we entered into a master
collaboration agreement with Myriad to develop lab-developed and
distributable kit-based companion diagnostics in oncology. Companion
diagnostics move through clinical trials and regulatory approvals, along with
the paired drugs, to commercialization and marketing to healthcare providers.
Selected Molecular Diagnostics products
Sample technologies
Assay technologies
Instruments
Bioinformatics
For extraction from:
• Tissue
• Blood
• Swabs, other
Indication areas
• Oncology
• Immune modulation
• Infectious diseases Technologies:
QuantiFERON, Polymerase Chain Reaction
(PCR), Next-generation sequencing (NGS)
• QIAstat-Dx
• QIAsymphony RGQ
• QIAcube Connect MDx
• EZ2 Connect MDx
• QIAstat Rise
QIAGEN Clinical Insight (QCI)
• Hereditary diseases
• Somatic and germline cancers
• Other diseases
Life Sciences
The Life Sciences market includes governments and biotechnology companies,
where researchers and scientists are using molecular testing technologies to
advance scientific knowledge in the pursuit of new breakthroughs that can lead
to new medicines and diagnostics for use in clinical healthcare. This market
also includes the use of molecular testing technologies for applied applications,
in particular for forensics as well as food and veterinary testing. These
customers are all often served by public funding and R&D budgets within
pharmaceutical companies.
We partner with customers across diverse disciplines in academia and industry,
providing sample technologies, assay technologies, bioinformatics and services
to universities and institutes, pharmaceutical and biotech companies,
governments and law enforcement agencies.
We provide Sample to Insight solutions to academic and research institutions
around the world. We focus on enabling researchers to use high-quality
technologies to generate reliable, fast, highly reproducible results, sometimes
replacing time-consuming traditional or in-house methods. We often partner
with leading institutions on research projects and develop customized solutions
such as NGS panels for the sequencing of multiple gene targets.
We are a global leader in solutions for governments and industry, particularly
in forensic testing and human identification. The value of genetic
"fingerprinting" has been proven in criminal investigations and examinations of
paternity or ancestry, as well as in food safety. We provide sample collection
and analytical solutions for law enforcement and human identification labs as
well as advanced technologies for studies of microbiomes and their effect on
health and the environment.
We have deep relationships with pharmaceutical and biotechnology
companies. Drug discovery and development as well as translational research
efforts increasingly employ genomic information, both to guide research in
diseases and to differentiate patient populations that are most likely to respond
to particular therapies. We estimate that about half of our sales to these
companies supports research while the other half supports clinical development,
including stratification of patient populations based on genetic information.
Also, QIAGEN Digital Insights solutions are widely used to guide
pharmaceutical research and treatment options.
Selected Life Sciences products
Sample technologies
Assay technologies
Instruments
Bioinformatics
~300 different kit types for extraction and
purification of DNA, RNA and proteins from
tissue, blood, cells, stool, plants, soil and other
sample types
• Real-time PCR
• Digital PCR
• Next-generation sequencing
• QIAsymphony
• QIAcube Connect
• QIAcuity digital PCR
• Ingenuity Pathway Analysis (IPA)
• Genomics Workbench/Server
• Microbial Pro Suite/RNA-seq
• Microbial Epigenetics
Competition
The markets for most of our products are very competitive. Competitors may
have developed, or could develop in the future, new technologies that compete
with our products or even render our products obsolete. In sample technology
products, we experience competition in various markets from other companies
providing sample preparation products in kit form and assay solutions. These
competitors include, but are not limited to, companies with a focus on nucleic
acid separation and purification kits, assay solutions, reagents and
instrumentation. We compete with other suppliers through innovative
technologies and products, offering a comprehensive solution for nucleic acid
collection, pre-treatment, separation and purification needs as well as
downstream applications. Our products provide significant advantages in terms
of speed, reliability, accuracy, convenience, reproducibility and ease of use.
Some of our other products within our molecular diagnostics customer class,
such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus
and CMV (cytomegalovirus), compete against existing screening, monitoring
and diagnostic technologies, including tissue culture and antigen-based
diagnostic methodologies. We believe the primary competitive factors in the
market for gene-based probe diagnostics and other screening devices are
clinical validation, performance and reliability, ease of use, standardization,
cost, proprietary position, competitors' market shares, access to distribution
channels, regulatory approvals and reimbursement.
We believe our competitors typically do not have the same comprehensive
approach to sample to insight solutions as we do, nor do they have the ability
to provide the broad range of technologies and depth of products and services
that we offer.
Current and potential competitors may be in the process of seeking FDA or
foreign regulatory approvals for their respective products. Our continued future
success will depend in large part on our ability to maintain our technological
advantage over competing products, expand our market presence and preserve
customer loyalty. There can be no assurance that we will be able to compete
effectively in the future or that development by others will not render our
technologies or products non-competitive.
Global Presence by Product Category and Geographic Market
Product Category Information
Net sales for the product categories are based on those revenues related to
sample and assay products and related revenues including bioinformatics
solutions, as well as revenues derived from instrumentation sales.
Net sales (in millions)
2024
2023
2022
Consumables and related
revenues
$1,760.2
$1,726.2
$1,888.9
Instrumentation
218.0
239.1
252.6
Total
$1,978.2
$1,965.3
$2,141.5
Geographical Information
We sell our products in more than 170 countries. The following table shows
total revenue by geographic market for the past three years (with net sales
attributed to countries based on the location of the customer, as certain
subsidiaries have international distribution):
Net sales (in millions)
2024
2023
2022
United States
$942.0
$935.3
$909.6
Other Americas
89.6
84.8
88.1
Total Americas
1,031.6
1,020.1
997.8
Europe, Middle East and
Africa
648.5
624.6
733.5
Asia Pacific, Japan and
Rest of World
298.2
320.7
410.3
Total
$1,978.2
$1,965.3
$2,141.5
Seasonality
Our business is not significantly impacted by seasonal factors. Historically, a
portion of our sales has been to researchers, universities, government
laboratories and private foundations whose funding is dependent upon grants
from government agencies, such as the National Institutes of Health and similar
bodies. To the extent that our customers experience increases, decreases or
delays in funding arrangements and budget approvals, and to the extent that
customers' activities are slowed, such as during times of higher unemployment,
vacation periods or delays in approvals of government budgets, we may
experience fluctuations in sales volumes during the year or delays from one
period to the next in the recognition of sales. Additionally, we have customers
who are active in the diagnostics testing market, and sales to these customers
fluctuate to the extent that their activities are impacted by public health
concerns. For example, the timing and severity of viral infections such as
influenza or the SARS-CoV-2 virus may impact demand for our products.
Research and Development
We are committed to expanding our global leadership in Sample to Insight
solutions in Molecular Diagnostics and Life Sciences. We target our research
and development resources at the most promising technologies to address the
unmet needs of our customers in healthcare and research labs in key
geographic markets.
Innovation at QIAGEN follows parallel paths:
• Creating new systems for automation of workflows - platforms for
laboratories, hospitals and other users of novel molecular technologies.
• Expanding our broad portfolio of novel content - including assays to detect
and measure biomarkers for disease or genetic identification.
• Integrating QIAGEN Digital Insights with the testing process - software and
cloud-based resources to interpret and transform raw molecular data into
useful insights.
Innovation in automation systems positions us in the fast-growing fields of
molecular testing and generates ongoing demand for our consumable products.
We are developing and commercializing a deep pipeline of assays for
preventive screening and diagnostic profiling of diseases, detection of
biomarkers to guide Precision Diagnostics in cancer and other diseases and
other molecular targets. Our assay development program aims to
commercialize tests that will add value to our QIAsymphony and QIAstat-Dx
automation systems in the coming years together with developing next-
generation sequencing (NGS) kits to support our universal NGS franchise and
our in vitro diagnostics partnership with Illumina. We continue to develop
applications for the QIAcuity digital PCR system which is designed to make
digital PCR technology available to Life Sciences and clinical laboratories
worldwide.
Sales and Marketing
We market our products primarily through subsidiaries in markets with the
greatest sales potential in the Americas, Europe, Australia and Asia.
Experienced marketing and sales staff, many of them scientists with academic
degrees in molecular biology or related areas, sell our products and support
our customers. Business managers oversee key accounts to ensure that we serve
customers’ commercial needs, such as procurement processes, financing, data
on costs and the value of our systems, while maintaining collaborative
relationships. In many markets, we have specialized independent distributors
and importers.
Our marketing strategy focuses on providing differentiated, high-quality
products across the value chain from Sample to Insight, integrating components
into end-to-end solutions when possible and enhancing relationships with a
commitment to technical excellence and customer service. Our omni-channel
approach seeks to engage customers through their preferred channels - online,
by phone or in person - and to optimize investment in different customer types.
We continue to drive the growth of our digital marketing channels – including
our website at www.qiagen.com, product-specific sites and social media.
Since the onset of the pandemic, there has been an increase in virtual events
and use of digital sales channels. We have likewise increased the activities in
digital marketing to adapt to these market changes, such as installing an in-
house studio to facilitate creation of video content and live virtual events.
Our eCommerce team works with clients to provide automated processes
supporting a variety of electronic transactions and all major eProcurement
systems.
My QIAGEN is an easy-to-use self-service portal that is personalized to our
customers' needs and enables customers to manage different activities in one
central place. Customers can now easily reorder products, place bulk orders,
apply quotes to their cart and track their order status. Functionality in the
dashboard allows customers to monitor their instrument use and view the status
of licenses and service agreements. Additionally, customers can access our
exclusive content and services, such as webinars, handbooks and other
documents.
Our GeneGlobe Design & Analysis Hub (www.geneglobe.com) is a
valuable outreach to scientists in pharma and academia, enabling researchers
to search and order from approximately 25 million pre-designed and custom
PCR assay kits, NGS assay panels and other products. The new hub brings
next-level experiment planning, execution and follow-up to life science
researchers, linking our QIAGEN Digital Insights solutions with ordering of
assays to accelerate research.
We use a range of tools to provide customers with direct access to technical
support, inform them of new product offerings and enhance our reputation for
technical excellence, high-quality products and commitment to service. For
example, our technical service support allows existing or potential customers to
discuss a wide range of questions about our products and molecular biology
procedures, online or via phone, with Ph.D. and M.Sc. scientists at QIAGEN.
Frequent communication with customers enables us to identify market needs,
learn of new developments and opportunities, and respond with new products.
We also distribute publications, including our catalog, to existing and potential
customers worldwide, providing new product information, updates and articles
about existing and new applications. In addition, we hold numerous scientific
seminars at clinical, academic and industrial research institutes worldwide and
at major scientific and clinical meetings. We conduct direct marketing
campaigns to announce new products and special promotions, and we offer
personalized electronic newsletters and webinars highlighting molecular
biology applications.
For laboratories that frequently rely on our consumables, the QIAstock program
maintains inventory on-site to keep up with their requirements. QIAGEN
representatives make regular visits to replenish the stock and help with other
needs, and we are automating this process with digital technologies. Easy-to-
use digital ordering, inventory monitoring and customer-driven changes make
QIAstock an efficient system for providing ready access to our products for the
hundreds of customers worldwide who use this program.
Intellectual Property, Proprietary Rights and Licenses
We have made, and expect to continue to make, investments in intellectual
property. In 2024, additions to our intangible assets outside of business
combinations totaled $3.5 million, and as of December 31, 2024, patent and
license rights, net totaled $44.0 million. While we do not depend solely on any
individual patent or technology, we are significantly dependent in the
aggregate on technology that we own or license. Therefore, we consider
protection of proprietary technologies and products one of the major keys to
our business success. We rely on a combination of patents, licenses and
trademarks to establish and protect proprietary rights. As of December 31,
2024, we owned 282 issued patents in the United States, 229 issued patents
in Germany and 1,615 issued patents in other major industrialized countries.
We had 346 pending patent applications. Our policy is to file patent
applications in Western Europe, the United States and Japan. Patents in most
countries have a term of 20 years from the date of filing the patent application.
We intend to aggressively prosecute and enforce patents and to otherwise
protect our proprietary technologies. We also rely on trade secrets, know-how,
continuing technological innovation and licensing opportunities to develop and
maintain our competitive position.
Our practice is to require employees, consultants, outside scientific
collaborators, sponsored researchers and other advisers to execute
confidentiality agreements upon commencement of their relationships with us.
These agreements provide that all confidential information developed by or
made known to the individual during the course of the relationship is to be kept
confidential and not disclosed to third parties, subject to a right to publish
certain information in scientific literature in certain circumstances and to other
specific exceptions. In the case of our employees, the agreements provide that
all inventions conceived by individuals in the course of their employment will be
our exclusive property, subject to local laws.
See Risk Factors included in Risks and Risk Management for details regarding
risks related to our reliance on patents and proprietary rights.
Suppliers
We strive to ensure that our quality standards, compliance with laws and
regulations as well as environmental and social standards are maintained
along the entire value chain of suppliers and partners. We demand the same
from our business partners. Suppliers are subjected to a risk analysis with
regard to environmental and social criteria based on their geographic location.
Our supplier policy, which all new suppliers sign, is available on our website
and contains requirements with regard to legal compliance, bribery and
corruption, labor rights, non-discrimination and fair treatment, health and safety
as well as environmental protection and conservation. In addition, first-tier
suppliers must confirm REACH, RoHS and conflict minerals compliance, as
appropriate. As part of our supplier assessment procedures, on a monthly
basis, we evaluate the supply performance of our raw material and component
suppliers. We assess, on a continuous basis, potential alternative sources of
such materials and components and, on a yearly basis, the risks and benefits of
reliance on our existing suppliers.
We strive to maintain inventories at a sufficient level to ensure reasonable
customer service levels and to guard against normal volatility in availability.
We buy materials for our products from many suppliers and are not dependent
on any one supplier or group of suppliers for our business as a whole. Raw
materials generally include chemicals, raw separation media, biologics,
plastics, electronics and packaging. Certain raw materials are produced under
our specifications. We have inventory agreements with the majority of our
suppliers, and we closely monitor stock levels to maintain adequate supplies.
In 2024, the availability of goods improved, and material costs stabilized by
mid-year. To ensure the procurement of raw materials and mitigate availability
issues, we use long-term supply contracts as needed. In 2025, markets are
experiencing increased pressure due to ongoing geopolitical tensions,
especially within Asia. The Company’s strong material positions and thorough
coverage ensure that customer product availability remains unaffected at
present. However, uncertainty remains about how the market might respond.
Conflict minerals
U.S. legislation mandates transparency in sourcing conflict minerals—tantalum,
tin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC)
and its adjoining countries. Some of our instrumentation components,
purchased from third-party suppliers, contain gold. As required, we investigate
our supply chain and disclose any use of conflict minerals from these regions.
Annually, we conduct due diligence to determine the presence and origin of
conflict minerals in our products. Since we do not purchase directly from
smelters or refineries, we rely on supplier declarations. We filed our latest
conflict minerals disclosure with the SEC on Form SD for the year ended
December 31, 2023 on May 31, 2024 and will update our disclosures as
required.
Description of Property
Our primary production and manufacturing facilities for consumable products
are located in Germany, the United States, Spain and China. Our facilities for
software development are located in the United States, Germany, Poland,
Denmark and Romania and our Center of Excellence for the development of
companion diagnostics for personalized healthcare is located in the United
Kingdom. Our production and manufacturing operations are highly integrated
and benefit from sophisticated inventory control. Production management
personnel are highly qualified, and many have advanced degrees in
engineering, business and science. We also have installed, and continue to
expand, production-planning systems that are included in our integrated
information and control system based on the SAP R/3 business software
package from SAP SE. Worldwide, we use SAP R/3 software to integrate most
of our operating subsidiaries and are currently undergoing a multi-year
implementation of S/4HANA.
In recent years, we have made investments in automated and interchangeable
production equipment to increase our production capacity and improve
efficiency. Additionally, in 2024, in an effort to decrease our reliance on
carbon-based energy and lower our carbon emissions, we invested in
equipping our Hilden, Germany facility with an emergency power supply and
renewable heating systems. Capital expenditures for property, plant and
equipment totaled $167.2 million, $149.7 million and $129.2 million for
2024, 2023 and 2022, respectively.
We have an established quality system, including standard manufacturing and
documentation procedures, intended to ensure that products are produced and
tested in accordance with the FDA's Quality System Regulations, which impose
current Good Manufacturing Practice (cGMP) requirements. For facilities that
accommodate cGMP production, special areas were built, and these facilities
operate in accordance with cGMP requirements.
The consumable products manufactured at QIAGEN GmbH in Germany and
QIAGEN Sciences LLC in Maryland are produced under ISO 001: 2015,
ISO 13485:2016, MDSAP. By the end of 2025, we aim to complete the
implementation of ISO 50001, a voluntary international standard that aids
organizations in managing their energy usage. Our certifications form part of
our ongoing commitment to provide our customers with high-quality, state-of-the-
art sample and assay technologies under our Total Quality Management
system.
Our corporate headquarters are located in Venlo, The Netherlands. The below
table summarizes our largest facilities. Other subsidiaries throughout the world
lease smaller amounts of space.
Facility location
Country
Purpose
Owned or leased
Square feet
Hilden
Germany
Manufacturing, warehousing, distribution, research and development and administration
Owned
986,000
Germantown, Maryland
U.S.
Manufacturing, warehousing, distribution and administration
Owned
285,000
Ann Arbor, Michigan
U.S.
Manufacturing, warehousing, distribution and administration
Leased
109,000
Shenzhen
China
Development, manufacturing, warehousing, distribution and administration
Leased
107,200
Manchester
U.K.
Development and Service Solutions
Leased
96,300
Frederick, Maryland
U.S.
Development, Service Solutions, manufacturing, warehousing and distribution
Leased
76,500
Wroclaw
Poland
Business service center
Leased
65,100
Beverly, Massachusetts
U.S.
Enzyme manufacturing
Leased
44,000
Barcelona
Spain
Development, manufacturing, warehousing, distribution and administration
Leased
31,900
Manila
Philippines
Business service center
Leased
29,300
Shanghai
China
Service Solutions and administration
Leased
28,400
Gdańsk
Poland
Enzyme manufacturing, development, warehousing and administration
Leased
23,300
Germantown, Maryland
U.S.
Service Solutions and training center
Leased
13,500
Redwood City, California
U.S.
Bioinformatics
Leased
12,700
Gdynia
Poland
Enzyme manufacturing, development and warehousing
Leased
11,200
Each of our owned facilities in Hilden, Germany and Germantown, Maryland
has capacity for future expansion of up to 300,000 square feet of facility
space. Our facility in Ann Arbor, Michigan will be closed in 2025 following
the decision to discontinue the NeuMoDx portfolio as discussed in Note 6 "Exit
Costs and Impairments."
We believe our existing production and distribution facilities can support
anticipated production needs for the next 36 months. Our production and
manufacturing operations are subject to various federal, state and local laws
and regulations, including environmental regulations. We do not believe we
have any material issues relating to these laws and regulations.
Employees
As a company headquartered in the European Union (EU), we recognize
freedom of association and collective bargaining as fundamental to
maintaining a positive relationship between management and employee
representatives. A significant portion of our workforce is employed in
Organization for Security and Co-operation in Europe (OSCE) member states,
and we comply with all applicable labor laws in every region where we
operate. Management values its relationships with regional labor unions and
employees and considers them to be positive.
We are committed to respecting and promoting human rights, as outlined in our
Human Rights Policy, available on our website at www.qiagen.com. This
policy is communicated globally via our Company intranet and provided to all
new employees. We foster an open-door workplace culture where employees
can freely raise concerns with management or Human Resources without fear of
retaliation. Our policy explicitly ensures that employees may discuss working
conditions openly without risk of reprisal, intimidation or harassment.
The following tables provide information on the number of employees by
geographical region and main category of activity as of December 31, 2024,
2023 and 2022:
Employees by region
2024
2023
2022
Americas
1,252
1,329
1,370
Europe, Middle East &
Africa
3,352
3,453
3,558
Asia Pacific, Japan and
Rest of World
1,161
1,185
1,250
Total
5,765
5,967
6,178
Employees by function
2024
2023
2022
Production
28%
28%
29%
Research & Development
18%
18%
17%
Sales
37%
37%
37%
Marketing
6%
6%
6%
Administration
11%
11%
11%
Total
100%
100%
100%
Depending on local laws and customs, there are different types of employment
ranging from long-term fixed contracts to temporary positions, along with
flexible time and programs for employees returning to work after parental
leave. In 2024, part-time employees represented 5.7% of our workforce, and
temporary employees with a fixed-term work contract represented 6.4%.
This section contains a number of forward-looking statements. These statements
are based on current management expectations, and actual results may differ
materially. Among the factors that could cause actual results to differ from
management’s expectations are those described in Risk Factors and Note
Regarding Forward-looking Statements and Risk Factors in this Annual Report.
The discussion that follows focuses on 2024 with comparisons to 2023. For
discussion of the year ended December 31, 2023, compared to 2022, refer to
our December 31, 2023 Annual Report.
Operating Results
Overview
Financial highlights of 2024 include:
• In 2024, total net sales increased 1% supported by improving growth trends
and our highly recurring revenues which make up more than 85% of total net
sales. In June 2024, we decided to discontinue the NeuMoDx portfolio.
Sales from our core product portfolio (excluding discontinued products such
as NeuMoDx and DIALUNOX) grew 2% in 2024. Changes in foreign
currency rates negatively impacted net sales by approximately one
percentage point.
• The operating income margin in 2024 was 5.9% of sales compared to
21.0% in 2023, reflecting costs incurred in connection with the initiatives
started in 2024 to streamline operations and improve overall efficiency and
profitability of the company.
• Net cash provided by operating activities increased 44% to $708 million in
2024 from $493 million in 2023. Results in 2024 reflected the reduced
working capital requirements and a strong focus on cash flow optimization.
We continue to invest in growth initiatives with a high level of investment into
research and development for menu expansion of our key platforms as well as
our IT infrastructure. Overall, the financial results for 2024 reflect our strategic
efforts to increase profitability and grow through targeted investment,
positioning us for future success while navigating the associated financial
impacts in the short term.
Foreign Currencies
The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional
currency of most of our subsidiaries are the local currencies of the countries in
which they are headquartered. All amounts in the financial statements of entities
whose functional currency is not the U.S. dollar are translated into U.S. dollar
equivalents at exchange rates as follows: (1) assets and liabilities at period-end
rates, (2) income statement accounts at average exchange rates for the period,
and (3) components of equity at historical rates. Translation gains or losses are
recorded in equity, and transaction gains and losses are reflected in net
income.
Year Ended December 31, 2024, Compared to 2023
Net Sales
(in millions)
2024
2023
Product type
Net sales
% of net sales
Net sales
% of net sales
% change
Consumables and related revenues
$1,760.2
89%
$1,726.2
88%
+2%
Instruments
218.0
11%
239.1
12%
-9%
Net sales
$1,978.2
$1,965.3
+1%
Customer class
Molecular Diagnostics
$1,078.6
55%
$1,035.5
53%
+4%
Life Sciences
899.6
45%
929.8
47%
-3%
Net sales
$1,978.2
$1,965.3
+1%
(in millions)
2024
2023
Product group
Net sales
% of net sales
Net sales
% of net sales
% change
Sample technologies
$642.0
32%
$663.0
34%
-3%
Diagnostic solutions
748.9
38%
697.6
35%
+7%
PCR / Nucleic acid amplification
300.5
15%
300.2
15%
—%
Genomics / NGS
233.6
12%
238.9
12%
-2%
Other
53.2
3%
65.6
3%
-19%
Net sales
$1,978.2
$1,965.3
+1%
Sample technologies involve the sale of consumables kits and instruments
for use in obtaining DNA, RNA and proteins from biological samples. This
product group declined 3% in 2024 to $642.0 million due to a modest sales
decline in manual kits and challenging instrument sales trends that continued
throughout the year. Sales results for 2024 were adversely impacted by
approximately one percentage point of currency movements over the prior
year.
Diagnostic Solutions involve the sale of regulated consumables kits and
instruments for use in clinical healthcare as well as revenues from our Precision
Diagnostics portfolio and companion diagnostic co-development projects with
pharmaceutical companies. Sales in this product group grew 7% in 2024 to
$748.9 million, driven by solid gains in consumables sales that absorbed the
decline in instrument sales. QuantiFERON-TB test for latent tuberculosis (TB)
detection maintained 11% increase in sales, supported by solid demand in all
regions on conversion from tuberculin skin test. QIAstat-DX grew 24% in 2024
on sales gains in both consumables and instrument sales, as syndromic testing
system surpassed the 2024 goal with over 660 new placements. The
NeuMoDx system remains on track for discontinuation in mid-2025.
PCR / Nucleic Acid Amplification involves consumables kits and
instruments used in non-regulated applications. Overall product group sales
were slightly higher in 2024 to $300.5 million, on gains in consumables
despite ongoing challenging instrument purchasing trends. Sales in this product
group were adversely impacted by unfavorable currency movements against
the U.S. dollar by less than one percentage point in 2024.
Genomics / NGS involves our portfolio of universal solutions as well as the
full QIAGEN Digital Insights (QDI) portfolio. Sales in this product group
declined 2% to $233.6 million in 2024 and were adversely impacted by
unfavorable currency movements against the U.S. dollar of one percentage
point. Growth in the clinical portfolio was more than offset by a decline in the
discovery portfolio as well as lower QDI sales which were adversely impacted
by the ongoing transition to SaaS (software-as-a-service) subscription models,
particularly in the pharmaceutical sector, from longer-term licensing
agreements.
Geographic region
(in millions)
2024
2023
% change
Americas
$1,031.6
$1,020.1
+1%
Europe, Middle East and
Africa
648.5
624.6
+4%
Asia Pacific, Japan and
Rest of World
298.2
320.7
-7%
Net sales
$1,978.2
$1,965.3
+1%
The 1% increase in the Americas region in 2024 reflects the U.S. and
improving demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables.
Higher sales were also seen in Canada and Brazil compared to the year-ago
period.
The Europe, Middle East and Africa (EMEA) region's overall sales rose
4% to $648.5 million in 2024. Among the top-performing countries in 2024
were Turkey, Belgium, South Africa, Italy and France.
The Asia Pacific, Japan and Rest of World region saw an overall sales
decline in 2024, reflecting challenging macro trends in China over the prior
year. Sales in this region were adversely impacted by two percentage points
from unfavorable currency movements against the U.S. dollar.
Gross Profit
(in millions)
2024
2023
% change
Gross profit
$961.8
$1,228.3
-22%
Gross margin
48.6%
62.5%
The decline in gross margin in 2024 reflects higher costs stemming from total
charges of $295.1 million which include $93.5 million of inventory write offs
and $134.6 million of intangible asset impairments recorded in connection with
the 2024 efficiency program discussed in Note 6 "Exit Costs and Impairments."
Following the impairments of acquisition-related intangibles, these higher costs
were partially offset by lower amortization expense which declined to $58.5
million in 2024 to $64.2 million in 2023.
Variations in sales levels between periods can lead to fluctuations in gross
profit, as gross margin is affected by changes in the sales mix and performance
of individual products. In 2024, gross margin benefited from a favorable sales
mix, as sales of consumables and related products—which carry a higher gross
margin than instrumentation products—increased by 2%. Additionally, the
impact of the sales mix was also favorable within the instrumentation category,
where net sales declined by 9%, mitigating the effect of lower-margin products.
Furthermore, gross profit was positively impacted by $4.8 million of favorable
currency movements in cost of sales.
Operating Expenses
(in millions)
2024
2023
Expenses
% of net sales
Expenses
% of net sales
% change
Sales and marketing
($460.0)
23.3%
($470.5)
23.9%
-2%
Research and development
(183.3)
9.3%
(192.2)
9.8%
-5%
General and administrative
(110.8)
5.6%
(117.4)
6.0%
-6%
Restructuring, acquisition, integration and other, net
(90.2)
4.6%
(34.5)
1.8%
+162%
Other operating income
0.4
—%
0.6
—%
Other operating expense
(0.6)
—%
(1.4)
0.1%
Total operating expenses
($844.4)
42.7%
($815.2)
41.5%
Income from operations
$117.3
5.9%
$413.1
21.0%
Sales and Marketing
Sales and marketing expenses declined 2% to $460.0 million over 2023, and
decreased to 23.3% of sales from 23.9% in 2023. The overall decrease in
sales and marketing expenses primarily reflects lower supply chain costs as well
as a favorable currency impact of $3.0 million. Sales and marketing expenses
are primarily associated with personnel, commissions, advertising, trade shows,
publications, freight and logistics expenses, and other promotional expenses.
The increased use of digital customer engagement continues to build on the
new habits of customers and enhance customer engagement with a focus on
greater efficiency and effectiveness.
Research and Development
Research and development expenses decreased 5% to $183.3 million in 2024
compared to 2023, decreasing to 9.3% of sales from 9.8% in 2023. The
decrease reflects the June 2024 decision to discontinue the NeuMoDx system
partially offset by $1.0 million of unfavorable currency exchange movements.
We continue to focus on investments targeted to drive sustainable growth. As
we continue to discover, develop and acquire new products and technologies,
we expect to incur additional expenses related to facilities, licenses and
employees engaged in research and development. Overall, research and
development costs are expected to increase as a result of seeking regulatory
approvals, including U.S. FDA Pre-Market Approval (PMA), U.S. FDA 510(k)
clearance and EU CE approval of certain assays or instruments. Further,
business combinations, along with the acquisition of new technologies, may
increase our research and development costs in the future. We have a strong
commitment to innovation and expect to continue to make investments in our
research and development efforts.
General and Administrative
General and administrative expenses declined 6% to $110.8 million in 2024
declining to 5.6% of sales from 6.0% in 2023. These results reflect lower share-
based compensation expense together with efficiency gains across many
administrative functions partially offset by investments into our information
technology systems (including an upgrade of the SAP enterprise resource
planning system) and into cyber security measures. Results for 2024 include a
favorable currency impact of $0.2 million. We expect future costs to increase
due to higher licensing and information technology costs as well as increased
cyber security costs.
Restructuring, Acquisition, Integration and Other, net
Restructuring, acquisition, integration and other, net expenses increased to
$90.2 million in 2024, or 4.6% of sales, from $34.5 million, or 1.8% of sales,
in 2023. Expenses incurred in 2024 included charges related to the 2024
efficiency program, as discussed further in Note 6 "Exit Costs and
Impairments," as well as integration costs related to our acquisition of Verogen,
Inc. in January 2023. Expenses incurred in 2023 included charges related to
the 2022 restructuring program as well as costs related to the acquisition of
Verogen, Inc.
Financial Income (Expense)
(in millions)
2024
2023
% change
Financial income
$68.0
$79.0
-14%
Financial expense
(47.3)
(55.9)
-15%
Gain from equity
accounted investments
5.7
4.2
+37%
Non-monetary loss, net
0.2
—
Other financial results
(49.9)
134.1
-137%
Total financial
income, net
($23.3)
$161.4
-114%
Financial income includes interest earned on cash, cash equivalents and short-
term investments, income related to certain interest rate derivatives as discussed
in Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments"
and other components including the interest portion of operating lease
transactions. The fluctuation in 2024 compared to the prior year attributable to
changing interest rates and the duration and level of short-term investments held
during the period.
Financial expense primarily relates to debt, as discussed in Note 16 "Financial
Debts" in the accompanying notes to consolidated financial statements. The
decrease in 2024 compared to 2023 is driven by the repayment of the Cash
Convertible Senior Notes (2024 Notes) that matured in November 2024
totaling $500.0 million and the repayment of two tranches of 2017
Schuldschein in June 2024 for $101.5 million, partially offset by the issuance
of convertible notes in September 2024 totaling $500.0 million. Interest
expense was also lowered by capitalized interest associated with assets under
construction.
Our share of income from equity accounted investments resulted to gains of
$5.7 million and $4.2 million for the years ended December 31, 2024 and
2023, respectively, as discussed in Note 11 "Equity Accounted Investments."
Other financial results was $49.9 million of income for the year ended
December 31, 2024. Other financial results included a gain of $39.8 million
related to the embedded cash conversion option on the cash convertible notes
and $44.5 million related to the fair value change in warrants and embedded
conversion option as discussed in Note 26 "Financial Risk Factors and Use of
Derivative Financial Instruments." These were partially offset by a loss of
$39.8 million related to the change in the fair value of equity options also
discussed in Note 26, $0.3 million of impairments in non-marketable
investments not accounted for under the equity method and loss of $4.5 million
on foreign currency transactions.
Other financial results was $134.1 million of income for the year ended
December 31, 2023. Other financial results included $141.6 million related to
the fair value change in warrants and embedded conversion option and a loss
of $4.1 million on foreign currency transactions.
Income Tax Expense
(in millions)
2024
2023
% change
Income before income
taxes
$94.1
$574.5
-84%
Income tax expense
(34.3)
(89.6)
-62%
Net income
$59.8
$484.8
Effective tax rate
36.4%
15.6%
In 2024, our effective tax rate was 36.4% compared to 15.6% in 2023. Our
effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due
in part to our operating subsidiaries being exposed to statutory tax rates
ranging from zero to 35%. Fluctuations in the distribution of pre-tax income or
loss among our operating subsidiaries can lead to fluctuations of the effective
tax rate in the consolidated financial statements. We record partial tax
exemptions on foreign income primarily derived from operations in Germany.
These foreign tax benefits are due to a combination of favorable tax laws and
exemptions in these jurisdictions, including intercompany foreign royalty income
in Germany which is statutorily exempt from trade tax. Further, we have
intercompany financing arrangements in which the intercompany income is
subject to lower statutory income tax rates.The Organization for Economic Co-
operation and Development (OECD) has implemented a global minimum
corporate tax of 15% for companies with global revenues and profits above
certain thresholds (referred to as Pillar Two) effective January 1, 2024. The
Netherlands formally enacted the Pillar Two legislation into domestic law. We
are subject to the top-up tax in relation to our operations in Dubai (United Arab
Emirates) and Poland in 2024. See Note 17 "Income Tax" to the consolidated
financial statements for a full reconciliation of the Netherlands' statutory income
tax rate to the effective tax rate.
In future periods, our effective tax rate may fluctuate due to similar or other
factors as discussed in “Changes in tax laws, regulatory interpretations or
reductions in government tax incentives could increase our effective tax rate,
impact our financial flexibility and adversely affect our results of operations.” in
Risk Factors.
Liquidity and Capital Resources
To date, we have funded our business through internally generated funds, debt,
as well as private and public sales of equity. Our primary use of cash has been
to strengthen our business operations, while our investing activities have
focused on capital expenditure requirements and acquisitions.
(in millions)
2024
2023
Cash and cash equivalents
$663.0
$667.3
Current financial assets
489.4
389.7
Total cash and cash equivalents and
current financial assets
$1,152.5
$1,057.0
Working capital
$1,408.7
$1,018.2
Cash and cash equivalents are primarily held in U.S. dollars and euros, other
than those cash balances maintained in the local currency of subsidiaries to
meet local working capital needs. At December 31, 2024, cash and cash
equivalents had decreased by $4.3 million from December 31, 2023, primarily
as a result of cash used in financing activities of $446.8 million and cash used
in investing activities of $259.4 million, partially offset by cash provided by
operating activities of $707.8 million as discussed in the Cash Flow Summary
below. The decrease in short-term investments at December 31, 2024, is the
result of our active cash management. The overall lower cash and cash
equivalent balance together with a higher current portion of long-term debt led
to the decrease of working capital at December 31, 2024.
Cash Flow Summary
(in millions)
2024
2023
Net cash provided by operating activities
$707.8
$492.8
Net cash used in investing activities
(259.4)
(94.5)
Net cash used in financing activities
(446.8)
(460.6)
Effect of exchange rate changes on cash and
cash equivalents
(5.9)
(0.6)
Net decrease in cash and cash
equivalents
($4.3)
($63.0)
Operating Activities
For the year ended December 31, 2024, we generated net cash from
operating activities of $707.8 million compared to $492.8 million in 2023,
due to lower capital requirements and a strong focus on cash flow optimization.
While net income was $59.8 million in 2024, non-cash components in income
included $209.7 million of depreciation and amortization and $203.4 million
non-cash impairments primarily recorded in connection with the program
discussed in Note 6 "Exit Costs and Impairments," $43.6 million of share-
based compensation and $18.4 million of amortization of debt discount and
issuance costs. Cash flow impacts from operating assets and liabilities primarily
reflect reduced working capital requirements including improved accounts
receivable trends and reduced days in inventory. Given that we rely heavily on
cash generated from our operating activities to fund our business, a decrease in
demand for our products, longer collection cycles or significant technology
advances by competitors could have a negative impact on our liquidity.
Investing Activities
Approximately $259.4 million of cash was used in investing activities in 2024
compared to $94.5 million in 2023. Investing activities during 2024 consisted
principally of $685.9 million for purchases of unquoted debt securities,
$103.2 million paid for intangible assets and $68.0 million in cash paid for
purchases of property and equipment. This was partially offset by cash inflows
of $585.0 million from the redemption of unquoted debt securities and
$25.4 million returned to us from our derivative counterparties to collateralize
our derivative liabilities with them as discussed in Note 26 "Financial Risk
Factors and Use of Derivative Financial Instruments."
Cash used in investing activities during 2023 consisted principally of
$839.4 million for purchases of unquoted debt securities, $149.5 million of net
cash paid for the acquisition of Verogen, Inc., $137.0 million for purchases of
quoted debt securities, $121.4 million paid for intangible assets, $66.6 million
paid to our derivative counterparties with cash provided to them to collateralize
our derivative liabilities with them and $41.4 million for purchases of property,
plant and equipment. This was partially offset by cash inflows of $1.1 billion
from the redemption of unquoted debt securities $215.6 million from the
redemption of quoted debt securities.
Financing Activities
For the year ended December 31, 2024, cash used in financing activities was
$446.8 million compared to $460.6 million in 2023. Financing activities
during 2024 included $601.5 million for the repayment of long-term debt,
$34.2 million paid in connection with net share settlement for tax withholding
related to the vesting of stock awards and $23.9 million payment of leases
partially offset by $494.2 million from the issuance of convertible notes and
$11.4 million paid to our derivative counterparties to collateralize derivative
assets that we hold with them.
In 2023, cash used in financing activities totaled $460.6 million and consisted
of $400.0 million for the repayment of long-term debt, $26.8 million payment
of leases, $17.7 million paid in connection with net share settlement for tax
withholding related to the vesting of stock awards, and $16.3 million paid to
our derivative counterparties to collateralize derivative assets that we hold with
them.
Other Factors Affecting Liquidity and Capital Resources
As of December 31, 2024, we carry $1.3 billion of long-term debt, of which
$53.5 million is current and $1.3 billion is long-term.
In January 2025, we completed a synthetic share repurchase that combined a
direct capital repayment with a reverse stock split. The transaction was
announced on January 12, 2025 and involved an approach used by various
large, multinational Dutch companies to provide returns to all shareholders in a
faster and more efficient manner than traditional open-market repurchases.
$280.1 million was returned to shareholders through the transaction, which
reduced the total number of issued Common Shares by approximately 2.8% to
217.7 million (of which 1.6 million are held in Treasury Shares) as
January 31, 2025.
In December 2024, we renewed the €400 million syndicated revolving credit
facility with a tenor of five years, and with the ability to be extended twice by a
one-year period. No amounts were utilized during 2024. The facility can be
utilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and
is offered with interest periods of one, three or six months. The interest rate
margin is subject to our leverage ratio. We have additional credit lines totaling
€13.0 million with no expiration date. None of these credit lines were utilized
in 2024.
In September 2024, we issued $500.0 million aggregate principal amount of
2.5% coupon Convertible Notes due 2031 (2031 Notes). The 2031 Notes will
mature on September 10, 2031 unless converted in accordance with their
terms prior to such date as described more fully in Note 16 "Debt."
In January 2024, we completed a synthetic share repurchase that combined a
direct capital repayment with a reverse stock split. The transaction was
announced on January 7, 2024 and involved an approach used by various
large, multinational Dutch companies to provide returns to all shareholders in a
faster and more efficient manner than traditional open-market repurchases.
$295.2 million was returned to shareholders through the transaction, which
reduced the total number of issued Common Shares by approximately 3%.
In July and August 2022, we completed a German private placement bond
(2022 Schuldschein), which was issued in various tranches totaling
€370.0 million ($371.5 million) due in various periods through 2035 as
described more fully in Note 16 "Financial Debts." The interest rate is linked to
our ESG performance. As of December 31, 2024, a total of $383.7 million is
outstanding.
In December 2020, we issued $500.0 million aggregate principal amount of
zero coupon Convertible Notes due in 2027 (2027 Notes). The 2027 Notes
will mature on December 17, 2027, unless converted in accordance with their
terms prior to such date as described more fully in Note 16 "Financial Debts."
In November 2018, we issued $500.0 million aggregate principal amount of
Cash Convertible Senior Notes due in 2024 (2024 Notes). Interest on the
2024 Notes is payable semiannually in arrears at a rate of 1.000% per
annum. The 2024 Notes will mature on November 13, 2024, unless
repurchased or converted in accordance with their terms prior to such date.
In September 2017, we issued $400.0 million aggregate principal amount of
Cash Convertible Senior Notes due in 2023 (2023 Notes) which were due and
repaid in September 2023.
In 2017, we completed a German private placement (2017 Schuldschein)
consisting of various tranches denominated in U.S. dollars or euros at either
floating or fixed rates, and due at various dates through June 2027. As of
December 31, 2024, a total of $15.1 million is outstanding.
We have lease obligations, including interest, in the aggregate amount of
$135.3 million, of which $27.1 million was current as of December 31, 2024.
We also have purchase obligations of $83.5 million and license commitments
of $5.9 million. In connection with certain acquisitions that we have completed,
QIAGEN could be required to make additional contingent cash payments of up
to $11.8 million based on the achievement of certain revenue and operating
results milestones. These obligations are further discussed in Note 13 "Leases"
and Note 20 "Commitments and Contingencies" in the consolidated financial
statements.
Liabilities associated with uncertain tax positions, including interest and
penalties, were estimated at $112.9 million as of December 31, 2024.
Ultimate settlement of these liabilities is dependent on factors outside of our
control, such as examinations by the respective taxing authorities and
expiration of statutes of limitation for assessment of additional taxes. Therefore,
we cannot reasonably estimate when, if ever, this amount will be paid.
We did not use special purpose entities and did not have any off-balance sheet
financing arrangements during the years ended December 31, 2024 and
2023.
We expect that cash from financing activities will continue to be impacted by
issuances of our common shares in connection with our share-based
compensation plans, and that the market performance of our shares will impact
the timing and volume of the issuances. Additionally, we may make future
acquisitions or investments requiring cash payments, the issuance of additional
debt or equity financing.
We believe that funds from operations, existing cash and cash equivalents,
together with the proceeds from any public and private sales of equity, and
availability of financing facilities, would be sufficient to fund our planned
operations and expansion in the coming year. However, any global economic
downturn may have a greater impact on our business than currently expected,
and we may experience a decrease in the sales of our products, which could
impact our ability to generate cash. If our future cash flows from operations and
other capital resources are not adequate to fund our liquidity needs, we may be
required to obtain additional debt or equity financing or to reduce or delay our
capital expenditures, acquisitions or research and development projects. If we
could not obtain financing on a timely basis or at satisfactory terms, or
implement timely reductions in our expenditures, our business could be
adversely affected.
Policy on Dividend Distribution
Since our inception, we have not paid dividends on our Common Shares.
Credit Rating
We currently do not have a public rating issued by any credit rating agency.
Risk Management
Approach
Our risk management approach is built on four key principles:
(1) Active involvement of the Supervisory Board and senior management
(2) Comprehensive policies and procedures
(3) Robust risk monitoring, management and information systems
(4) Effective internal controls
Governance and Oversight
QIAGEN is managed by a Managing Board and an independent Supervisory
Board, both appointed by the Annual General Meeting of Shareholders. The
Managing Board oversees our risk management system, developing and
implementing strategies, controls and mitigation measures to identify and
manage both current and emerging risks. These risk management policies are
embedded in our corporate governance framework, code of ethics and
financial reporting controls. Dedicated functional experts continuously evaluate
and address business risks.
Risk Classification and Assessment
We categorize risks into three main types:
• Base business risks – Specific to QIAGEN or our industry, threatening our
existing business.
• Business growth risks – Specific to QIAGEN or our industry, impacting future
growth opportunities.
• Underlying business risks – Broad risks affecting many public companies, not
limited to our industry.
All risks are assessed based on their likelihood and potential financial impact
on our ability to achieve business objectives. The goal is to identify risks that
could materially threaten our success and to implement timely mitigation
actions.
Monitoring and Reporting
We report risk assessments and updates regularly to the Audit Committee of the
Supervisory Board. Specific risks that are newly identified or have changed
since the last assessment are reviewed each quarter. At least annually, the
Supervisory Board evaluates the Company’s corporate strategy, risk profile,
and the effectiveness of our risk management and internal control systems.
Internal Controls and Compliance
Our corporate governance framework defines the roles of the Managing Board,
Supervisory Board and Audit Committee, as detailed under Corporate
Governance. We maintain internal controls to ensure the integrity of financial
reporting, further described in Controls and Procedures.
Additionally, our Compliance Committee, composed of senior executives from
multiple functions, oversees compliance with legal and regulatory requirements
and ensures adherence to corporate policies, including our Code of Conduct
and Ethics as described in the Corporate Governance section of this Annual
Report.
Risk Classification
Base Business Risk
• Competitive business threats
• Complexity of product portfolio
• Dependence on key customers for single product groups
• Dependence on individual production sites or suppliers
• Purchasing initiatives, price controls and changes to reimbursements
• Production risks, including contamination prevention and high-quality product assurance
• Defending against intellectual property infringements and maintain competitive advantage after expiration
• Cyber security threats to operational systems
Business Growth Risk
• Challenges associated with entering new markets and navigating local regulatory landscapes
• Development and successful completion of key R&D projects and subsequent commercialization of new technologies and product adoption
• Adapting to disruptive innovations, emerging competitors and technological advancements
• Successful integration of acquisitions to achieve anticipated benefits
• Meeting evolving regulatory requirements
• Secure development of AI-driven bioinformatics platforms and cloud-based diagnostic solutions
Underlying Business Risk
• Financial risks, including global economic risks, inflationary pressures and exchange rate volatility against the U.S. dollar (our reporting currency)
• Geopolitical instability, trade restrictions, sanctions and potential supply chain disruptions
• Financial reporting risks, including multi-jurisdiction tax compliance
• Impairment events related to goodwill and intangible assets that could impact financial statements
• Cyber security, compliance and legal risks, including protecting against data breaches, fraud, cyber attacks and IT system vulnerabilities that could disrupt operations
• Compliance with anti-bribery, anti-corruption and fair competition laws across multiple jurisdictions
Risk Factors
The risks described below are grouped into main categories, with the risks
within each category listed in the order of their expected significance. This
ordering reflects our current assessment but does not imply that lower-listed risks
cannot have a material adverse impact on our results of operations, liquidity, or
capital resources.
Market & Growth Risks
Our ability to sustain growth relies on the timely development, introduction and
market acceptance of innovative products.
The molecular research and testing markets are characterized by rapid
technological advancements and frequent new product introductions. To remain
competitive, we must continuously develop products that meet evolving customer
needs and regulatory requirements. Delays in product development, regulatory
approvals or market adoption could result in loss of market share that may be
difficult to regain.
Several factors influence market acceptance of new products, including:
• Availability, quality and pricing compared to competitors;
• Timing of launch relative to alternative solutions;
• Perceived utility and published research citations;
• Regulatory approvals and compliance trends; and
• Industry shifts in life sciences, applied markets and molecular diagnostics.
We are making significant investments in intellectual property, software and
manufacturing capacity to support new automation platforms, such as QIAstat-
Dx (syndromic testing) and QIAcuity (digital PCR). These platforms operate
under a razor-razorblade model, where the success of instrument sales drives
demand for consumable kits. The availability and regulatory approval of new
test kits will enhance platform value, influencing adoption rates.
Advancements in artificial intelligence, including AI-driven bioinformatics
platforms and cloud-based diagnostic solutions, may transform the competitive
landscape of the life sciences and diagnostics industries. If we are unable to
effectively integrate or respond to these emerging technologies, we may face
challenges in maintaining our competitive position, which could adversely
impact our growth prospects and financial performance.
Slower-than-expected adoption of new systems could negatively impact both
instrument and consumables sales, affecting our growth, profitability and
market position. Additionally, higher fixed costs associated with product
development could put pressure on gross margins and operating income until
new products gain sufficient market traction.
If we fail to keep pace with innovation, address market demands or successfully
scale production, our business, financial condition and growth prospects could
be materially impacted.
Failure to effectively manage growth, expand operations or integrate acquisitions
could negatively impact our business and financial performance.
We have grown significantly in recent years, with total net sales increasing
from $1.87 billion in 2020 to $1.98 billion in 2024. This growth has been
driven by both organic expansion and strategic acquisitions, including
Verogen, Inc. (2023) and BLIRT S.A. (2022). We plan to continue acquiring
businesses that align with our Sample to Insight strategy in molecular research
and clinical testing. However, successful integration of acquisitions requires
significant resources, coordination and expense.
Additionally, we are investing in expanding operations and upgrading
facilities, which increases fixed costs and may temporarily reduce gross profit
and operating income until capacity is fully utilized. Managing this growth
places a strain on management, operational systems and financial controls,
requiring ongoing resource allocation, employee expansion and leadership
development.
Our future success depends on our ability to:
• Enhance R&D, product development, manufacturing and customer support;
• Optimize operational and financial control systems;
• Train and manage a growing workforce;
• Seamlessly integrate acquired businesses; and
• Address emerging challenges related to expansion.
There is no guarantee that we can successfully scale our operations, integrate
future acquisitions or sustain profitable growth. Any failure to do so could
materially impact our results of operations.
Acquisitions present new risks, and we may not realize the anticipated benefits of
acquired technologies and businesses.
Over the past several years, we have acquired and integrated multiple
companies, gaining access to new technologies, products and business
opportunities that complement our internally developed portfolio. We expect to
continue pursuing acquisitions to further expand our operations. However,
acquisitions introduce operational and financial risks, including:
• Integration challenges, including assimilating new products, technologies,
operations and personnel;
• Retention of key personnel and technical expertise essential to acquired
businesses;
• Regulatory hurdles, including securing approvals and clearances for
acquired products or technologies;
• Resource allocation risks, as acquisitions may divert focus from existing
products and business strategies;
• Sales generation challenges, including market adoption and competitive
positioning of acquired offerings;
• Standardization and compliance, including implementing uniform
operational controls and cyber security measures;
• Relationship management, including maintaining customer, supplier and
employee relationships;
• Financial risks, such as potential dilution from equity issuances, increased
debt and contingent liabilities;
• Geopolitical uncertainties, including exposure to trade restrictions, regulatory
changes and global economic instability;
• Impairment risks, including the amortization or write-down of acquired
intangible assets; and
• Legal exposure, including patent litigation or other liabilities inherited from
acquired entities.
Failure to successfully address these risks may delay or prevent us from
realizing the anticipated benefits of acquisitions.
Our expansion into potential high-growth markets exposes us to economic,
political and regulatory risks.
In markets emerging across the Middle East and Asia, we may face heightened
risks compared to regions where we have an established presence. These risks
include:
• Economic volatility, particularly in markets reliant on a limited range of
industries;
• Weak legal systems, which may hinder contract enforcement and intellectual
property protection;
• Government instability, policy changes and privatization efforts that could
impact operations;
• Foreign exchange controls that may restrict the movement of funds; and
• Abrupt changes in customs and tax regulations, affecting product movement
and financial performance.
Additionally, conducting business across multiple jurisdictions—such as moving
products between countries or providing services from subsidiaries abroad—
increases exposure to regulatory shifts and compliance challenges. These
factors could negatively impact our operations and financial results.
Increasing customer demands for cost reductions and purchasing efficiencies may
restrict our pricing flexibility and affect our business.
Many customers are consolidating suppliers and negotiating bulk purchasing
agreements to lower costs, often through large distributors that secure
discounted pricing and direct purchasing control. To maintain access to these
customers, we may be required to offer lower prices to distributors, reducing
our margins.
Additionally, large customers, including the U.S. federal government, may seek
special pricing arrangements, such as blanket purchase agreements, further
limiting pricing flexibility.
For some customers, we have facilitated sales through distributors and value-
added partners at their request. If sales through intermediaries increase, our
gross profit and overall financial performance could be adversely impacted.
Our ability to accurately forecast quarterly results is impacted by the timing of
customer purchases, which are often concentrated in the final weeks or days of a
quarter.
Many customers delay purchase decisions until late in the quarter as they assess
budget availability and business needs. Additionally, revenue timing from
companion diagnostic partnerships can be unpredictable, further complicating
forecasts.
While we have historically relied on customer purchasing patterns to project
sales, deviations due to market fluctuations, economic conditions or changing
procurement trends can result in significant differences between projected and
actual results.
Due to these factors, we may not have sufficient real-time visibility to adjust
forecasts accurately. If sales fall short of expectations, the market price of our
Common Shares could be adversely affected.
Macroeconomic & Geopolitical Risks
Global economic uncertainty, rising interest rates, geopolitical conflicts, trade
restrictions and U.S. tariffs on imported goods could adversely impact our
business, financial condition and results of operations.
Our operations are subject to global economic volatility, including inflation,
high energy costs and tightening monetary policies. Since 2022, central banks
in the U.S., U.K. and Eurozone have raised interest rates significantly,
increasing financing costs and limiting access to capital. This could affect our
ability to refinance debt, invest in R&D or fund expansion initiatives.
Additionally, financial pressures on our customers may impact their purchasing
decisions or delay payments, negatively affecting our cash flow.
As a company that primarily manufactures outside the U.S. and exports
products into the U.S. market, we are exposed to trade policy risks, including
tariffs and import restrictions. If the U.S. government imposes new tariffs, duties
or trade barriers on life sciences products, raw materials or components
imported from our manufacturing locations, our costs could increase and our
pricing competitiveness in the U.S. market could be impacted. Retaliatory tariffs
from other countries could further disrupt supply chains or limit market access
for our products. These risks may necessitate supplier diversification, production
adjustments or changes in our U.S. pricing strategy, all of which could increase
operational complexity and costs.
Geopolitical conflicts, such as the wars in Ukraine and the Middle East, have
heightened supply chain disruptions and increased energy and material costs.
Trade restrictions and export controls, as seen during the Russia-Ukraine war,
could further restrict the flow of goods and impact our ability to source critical
materials.
A reduction in U.S. government funding or automatic budget cuts
(sequestration) could also delay or reduce spending by key customers,
including universities, government laboratories and private foundations that rely
on grants from agencies such as the U.S. National Institutes of Health (NIH).
Uncertainty around federal budget allocations may further reduce demand for
our products.
A prolonged economic downturn or trade restrictions could result in:
• Higher import costs due to U.S. tariffs, reducing profit margins on U.S. sales;
• Increased operational costs to shift supply chains or modifying manufacturing
locations in response to trade restrictions;
• Reduced investments in U.S. healthcare infrastructure and life sciences
research, impacting demand;
• More aggressive cost-containment efforts by U.S. government and private
healthcare payors;
• Severely limited access to financing, impacting growth, capital expenditures
and acquisitions;
• Foreign currency volatility, affecting pricing and revenue forecasts; and
• Retaliatory tariffs or trade restrictions from the EU, China or other trading
partners, increasing costs or limiting access to key markets.
If we are unable to mitigate these risks, our business performance, profitability
and market presence in the U.S. could be materially affected.
Our global operations are exposed to government actions, economic instability,
public health crises, geopolitical conflicts, natural disasters and other force
majeure events that may disrupt our supply chain, customers or business
operations.
We manufacture primarily in Germany, the U.S., Spain and China and sell
through subsidiaries and distributors in over 60 countries. While we have
assessed climate change risks at key production and logistics sites, no material
threats have been identified. However, unforeseen events—such as the
COVID-19 pandemic, extreme weather, cyberattacks or geopolitical instability
—could damage facilities, disrupt supply chains, increase costs and impact
production and sales.
Disruptions affecting our suppliers could reduce manufacturing output, leading
to delayed or lost sales. Many of our products are manufactured at single
locations, making it difficult to quickly shift production if operations are halted.
While we may ship from alternative sites, customer facility closures or impaired
logistics infrastructure could further hinder deliveries, negatively impacting
sales, profitability and cash flow.
Geopolitical risks, including the Russia-Ukraine war, Middle East conflicts and
escalating U.S.-China trade tensions, could result in trade restrictions, export
controls, tariffs or sanctions, increasing costs and limiting market access.
Additionally, cyber security threats targeting critical infrastructure pose risks to
our operations.
While we maintain insurance coverage for property damage and business
interruptions, it may not fully cover all potential losses or remain available on
favorable terms. Additionally, recovery costs following a disruption could
further reduce profitability and impact financial results.
Geopolitical conflicts, terrorist attacks and international instability could disrupt
global markets, supply chains and our operations.
Wars, terrorist attacks and regional conflicts can destabilize economies, disrupt
supply chains and drive up energy and raw material costs. The Russia-Ukraine
war, ongoing since February 2022, has led to sanctions, trade restrictions and
heightened regional uncertainty. Any expansion of the conflict could further
impact our European operations and increase costs.
In October 2023, the Israel-Hamas war escalated tensions in the Middle East,
creating regional instability and market uncertainty. Although QIAGEN has no
direct operations in either country, the conflict remains ongoing and its long-
term economic and regional geopolitical effects are unpredictable.
Such conflicts, along with future geopolitical crises, could disrupt financial
markets, weaken supply chains and increase political and social instability.
These risks may also amplify the impact of other uncertainties outlined in this
Annual Report, further affecting our business, operations and financial
performance.
Our global operations expose us to risks related to economic instability, regulatory
changes, supply chain disruptions, exchange rate fluctuations and evolving
environmental, social and governance (ESG) expectations, including diversity,
equity and inclusion (DEI) regulations.
We operate in multiple countries with manufacturing facilities in Germany,
China, Spain and the U.S., a diverse global supply chain, and sales
subsidiaries worldwide. Managing international operations requires
coordination across jurisdictions and time zones, increasing operational
complexity and resource demands. We have heavily invested in integrated
information systems, including a multi-year transition to SAP S/4HANA, to
streamline operations. Any disruptions, data loss or system failures could
negatively impact our business and financial results.
Our international footprint subjects us to macroeconomic and geopolitical risks,
including economic downturns, trade restrictions, tariffs and evolving regulatory
frameworks. Import/export licensing requirements, currency controls, shifting
tax policies and environmental regulations could increase costs and disrupt
supply chains. Additionally, longer payment cycles in certain regions and
compliance with complex local regulations could affect cash flow and financial
performance.
As a global business, we conduct transactions in multiple currencies, with the
U.S. dollar as our reporting currency. Exchange rate fluctuations impact
revenues, costs and profitability, leading to foreign currency transaction gains
and losses. Certain regions face heightened currency instability; for example,
as of April 1, 2022, our Türkiye subsidiary's results are reported under highly
inflationary accounting due to cumulative inflation exceeding 100% over three
years. While we use foreign exchange hedging to mitigate currency risks, we
cannot fully eliminate the impact of exchange rate volatility on our financial
results.
Expanding ESG reporting requirements globally and uncertain U.S. DEI policies
present regulatory and financial challenges. Failure to meet evolving investor,
regulatory or stakeholder expectations could result in reputational damage,
business loss and talent retention challenges. Compliance may require
additional investments, impacting profitability. Ineffective management of these
risks could negatively affect our business, financial performance and global
market position.
Operational & Supply Chain Risks
We rely on secure communication and information systems and are subject to
evolving privacy and data security laws. Any disruption, breach or failure could
adversely affect our business, financial condition and reputation.
We depend on secure information systems to conduct business, storing
intellectual property, proprietary business data and personally identifiable
information (PII) of customers, employees and business partners in our data
centers, networks and cloud-based systems. Despite significant investments in
cyber security awareness, modernized tools and ongoing updates to security
processes, we cannot eliminate the risk of cyber threats.
We occasionally experience minor cyber security incidents, with phishing
attacks posing a growing threat to customers and employees. Unauthorized
access to our systems could result in data theft, intellectual property loss,
financial fraud or operational disruptions. Cyber risks include hacker intrusions,
ransomware, malware, software failures and cyber terrorism, with an increased
threat from state-sponsored cyberattacks due to ongoing geopolitical tensions,
such as the Russia-Ukraine war. Russian ransomware groups, for example, have
threatened critical infrastructure and organizations involved in retaliatory
actions against Russia, increasing the risk of cyber incidents. A significant
security breach could lead to business disruptions, regulatory penalties,
reputational damage and legal liability.
Additionally, we are subject to complex and rapidly evolving data privacy laws
across multiple jurisdictions. These include:
• U.S. state privacy laws, such as the California Consumer Privacy Act (CCPA)
and similar laws in Virginia and Colorado, that impose data processing,
consumer rights and breach notification requirements;
• European privacy regulations, such as the General Data Protection
Regulation (GDPR), which restrict data transfers and mandate strict security
measures; and
• Potential new regulations, including comprehensive federal data privacy
legislation in the U.S. and additional international privacy laws, which could
further complicate compliance.
As privacy laws evolve, we may face new compliance obligations, higher
operational costs and restrictions on data transfers. Failure to comply with these
laws could result in regulatory fines, lawsuits and reputational harm, negatively
impacting our business operations and strategic growth plans.
Our business relies on a complex global supply chain, and disruptions in material
availability, rising costs or shipping delays could adversely impact our operations
and financial results.
We source raw materials, instrumentation and chemicals from multiple
suppliers, but certain key components are available only from single-source
vendors. If these suppliers face delays, shortages, regulatory restrictions or
disruptions, we may be unable to procure materials in a timely manner or at
required quality levels, potentially affecting our ability to manufacture and
deliver products.
The supply chain environment remains challenging but has shown improvement
following extreme volatility in 2021–2022. While material availability
stabilized in 2023, ongoing pressures from inflation, energy costs, geopolitical
instability and trade restrictions continue to affect pricing and logistics. Key
industry concerns in 2024 included increased raw material costs,
semiconductor shortages affecting instrumentation, shifting trade policies and
regional supply chain constraints. Many companies, including ours, are
implementing alternative sourcing strategies, regionalized manufacturing and
risk mitigation efforts to adapt.
We also rely on air cargo carriers and expedited logistics services to ensure
timely delivery of consumables and instrument kits, as many of our customers
maintain limited inventory and require rapid replenishment. Additionally, some
of our products require specialized cold storage and transportation, making
reliable logistics even more critical. If shipping services are suspended, delayed
or disrupted and alternative providers cannot meet our needs, customers may
be forced to halt operations, negatively impacting our customer relationships,
sales and financial performance.
If supply chain disruptions persist, including material shortages, rising costs,
transportation delays or geopolitical trade restrictions, our business, operations
and financial results could be materially impacted.
Increasing global supply chain regulations, including reporting and due diligence
requirements, could increase compliance costs, disrupt sourcing strategies and
impact our operations.
As a global company with primary manufacturing operations in Germany and
significant sales in the U.S., we are subject to an expanding number of supply
chain-related regulations that impose stricter compliance and reporting
obligations. These include:
• The German Supply Chain Act (LkSG), which mandates due diligence on
human rights and environmental risks within supply chains;
• U.S. Conflict Minerals Reporting (Dodd-Frank Act Section 1502), requiring
disclosure of the use of certain minerals sourced from conflict-affected
regions; and
• Similar emerging regulations in the European Union and other jurisdictions,
including proposals under the EU Corporate Sustainability Due Diligence
Directive (CSDDD).
These regulations require us to assess, document and report on supplier
practices, increasing administrative burdens, compliance costs and operational
complexity. Ensuring full transparency and regulatory compliance across a
global supplier base is challenging, particularly for single-source suppliers or
vendors operating in high-risk regions. If we fail to meet these evolving
regulatory requirements, we may face fines, legal action, restrictions on market
access or reputational damage.
Additionally, heightened regulatory scrutiny may limit sourcing options,
increase raw material costs and require supplier requalification or alternative
sourcing strategies, potentially delaying production and affecting profitability.
Compliance with environmental, social and governance (ESG) standards is also
increasingly a factor in customer and investor decision-making, and failure to
align with these expectations could impact our business relationships and
competitive position.
As supply chain regulations continue to expand, our business operations,
supplier relationships and financial performance could be materially impacted
if compliance costs rise, sourcing becomes restricted or regulatory enforcement
actions are imposed.
Talent acquisition and retention are critical to our success.
Our success depends on our ability to attract, retain and develop highly skilled
personnel, particularly in scientific research, management, manufacturing,
digitization, sales and marketing. While we have not faced significant
challenges in hiring or retaining talent, competition for experienced scientists,
managers and industry specialists remains high across the pharmaceutical,
biotechnology and research sectors.
As we continue to expand, we will require additional employees and
leadership development to support growth in R&D, manufacturing and
commercial operations. Failure to recruit, retain or develop key talent could
hinder our ability to innovate, scale operations and execute strategic initiatives,
potentially having a material adverse impact on our results of operations.
Risks Related to Artificial Intelligence (AI) Adoption and Compliance
The integration of Artificial Intelligence (AI) in our operations and products
presents regulatory, cyber security, liability and competitive risks that could
adversely affect our business, financial condition and results of operations.
We are increasingly leveraging Artificial Intelligence (AI) and machine learning
(ML) technologies in our products, services and internal operations, including in
bioinformatics, molecular diagnostics, clinical decision support, automation and
supply chain optimization. The deployment of AI presents several regulatory,
legal, cyber security and ethical risks that could materially and adversely
impact our business.
Regulatory authorities, including the U.S. Food and Drug Administration (FDA),
the European Medicines Agency (EMA) and other global agencies, are
evolving their oversight of AI-driven medical and diagnostic technologies. The
lack of clear or harmonized regulations across jurisdictions could result in
delays in product approvals, increased compliance costs or the need for
additional clinical validation of AI-based products. If regulators impose new AI
transparency, validation or algorithm explainability requirements, we may be
required to modify or revalidate our AI-based solutions, which could increase
costs and delay time-to-market.
AI technologies rely on large datasets, including genomic, clinical and patient
data, making them susceptible to privacy, security and compliance risks under
regulations such as the General Data Protection Regulation (GDPR), the U.S.
Health Insurance Portability and Accountability Act (HIPAA) and China’s Data
Security Law. A breach, misuse or misinterpretation of AI-generated results
could lead to regulatory penalties, litigation and reputational harm.
Additionally, the risk of cyber security threats, including AI-driven cyberattacks,
data poisoning or adversarial manipulation, could compromise the integrity of
our AI models and the security of our systems.
AI algorithms can also exhibit bias, errors or inaccuracies if not properly
trained or validated. If our AI-based diagnostics or research tools generate false
positives, false negatives or unreliable results, this could expose us to liability
claims, regulatory scrutiny or loss of customer confidence. AI-based products
may also face challenges in intellectual property protection, as evolving laws
and patent eligibility criteria for AI-generated inventions may impact our ability
to protect proprietary AI models.
Furthermore, we rely on third-party AI providers and cloud computing
infrastructure for certain AI applications. Any failure, breach or misalignment in
AI development partnerships could lead to disruptions in our operations or loss
of competitive advantage. Additionally, the rapid evolution of AI in healthcare
and life sciences could increase competition from technology firms, startups and
established industry players, potentially impacting our market position.
If we fail to effectively manage these AI-related risks, including regulatory
compliance, data security, algorithmic transparency and liability concerns, our
ability to develop and commercialize AI-driven solutions could be limited, which
may have a material adverse effect on our business, financial condition and
results of operations.
Regulatory & Legal Risks
Obtaining regulatory approval and complying with evolving regulations is costly
and time-consuming, potentially affecting our ability to commercialize products
and generate sales.
We operate in a highly regulated industry, with oversight from agencies such
as the FDA (U.S.), EMA (EU), National Medical Products Administration
(NMPA) in China and the Pharmaceuticals and Medical Devices Agency
(PMDA) in Japan. Regulatory frameworks are frequently updated, and
compliance requires substantial investment in product development, clinical
trials and ongoing monitoring.
Changes in existing regulations or new requirements could:
• Delay or prevent approval of new products, affecting market entry;
• Increase compliance costs for manufacturing, labeling, storage and
promotion; and
• Restrict the sale of approved or cleared products, limiting revenue potential.
Several of our key products and programs are classified as medical devices,
subject to stringent pre- and post-market regulations. Compliance failures may
lead to FDA enforcement actions, including:
• Fines, injunctions, or recalls;
• Denial or withdrawal of approvals; and/or
• Production restrictions or facility shutdowns.
Additionally, some of our products are sold in the U.S. for research use only
(RUO) and labeled accordingly. If the FDA reclassifies an RUO product as
requiring regulatory clearance, we may have to halt sales until approval is
obtained.
With increasing global scrutiny, particularly in areas such as gene editing,
genomic research and in vitro diagnostics (IVD), regulatory hurdles may
intensify. Failure to meet evolving requirements could significantly impact our
business, operations and growth prospects.
We may be subject to costly patent litigation, intellectual property disputes or
licensing requirements that could impact our operations and financial
performance.
The biotechnology and life sciences industries are highly litigious regarding
patents and intellectual property rights, particularly as competitors develop
technologies based on common platforms. We are aware that third parties hold
patents related to sample and assay technologies, some of which are closely
related to those we use.
From time to time, we receive inquiries regarding potential patent infringement.
While we actively monitor developments and believe our technologies do not
infringe third-party rights, there is no guarantee that we will not face legal
challenges. If a dispute arises, we may be required to:
• Modify or discontinue certain products or processes;
• Obtain costly licenses, which may not be available on favorable terms or at
all; or
• Engage in lengthy and expensive litigation to defend against infringement
claims or enforce our own patents.
Additionally, proceedings before regulatory bodies such as the U.S. Patent and
Trademark Office or the International Trade Commission may be necessary to
determine the validity or scope of patents. Unfavorable rulings or settlement
obligations could negatively impact our business, financial condition and
competitive position.
Intellectual property litigation can be costly and time-consuming, diverting
management resources and potentially leading to significant financial liabilities.
Any adverse outcomes could materially affect our results of operations and
market position.
Unethical behavior and non-compliance with laws by our sales representatives,
consultants, commercial partners, distributors or employees could seriously harm
our business.
Our operations include doing business in countries with a history of corruption
and involve transactions with foreign governments. These factors may increase
the risks associated with our international activities. We are subject to the U.S.
Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that
prohibit improper payments or offers of payments to foreign governments and
their officials and political parties by business entities for the purpose of
obtaining or retaining business. We have operations, agreements with third
parties and sales in countries known to experience corruption. Further
international expansion may involve increased exposure to these types of
practices. Our activities in these countries and others create risks of
unauthorized payments or offers of payments, non-compliance with laws or
other unethical behavior by any of our employees, consultants, sales agents or
distributors, that could be in violation of various laws, including the FCPA, even
though these parties are not always subject to our control.
Our policy is to implement safeguards to discourage these or other unethical
practices by our employees and distributors, including online and in-person
employee trainings, periodic internal audits and standard reviews of our
distributors. However, our existing safeguards and any future improvements
may not prove to be effective, and our employees, consultants, sales agents or
distributors may engage in conduct for which we might be held responsible.
Violations of the FCPA and other laws may result in criminal or civil sanctions,
which could be severe, and we may be subject to other liabilities, which could
negatively affect our business, results of operations and financial condition.
Financial Risks
Changes in tax laws, regulatory interpretations or reductions in government tax
incentives could increase our effective tax rate, impact our financial flexibility and
adversely affect our results of operations.
Our effective tax rate benefits from partially tax-exempt income through inter-
company operating and financing structures as well as regional tax rate
variations across our global operations. The statutory corporate tax rate in the
Netherlands is 25.8%, but income or losses in other jurisdictions may be taxed
at higher or lower rates.
Recent global tax reforms, including the OECD’s Pillar Two framework,
introduce a 15% global minimum tax that could significantly impact
multinational businesses, including QIAGEN. The Netherlands has formally
enacted Pillar Two legislation, with certain provisions effective January 1, 2024
and others effective as of January 1, 2025. However, ongoing discussions
among the OECD and participating countries continue to shape its
implementation, creating uncertainty regarding administrative rules and
compliance requirements.
In addition to OECD-driven changes, shifts in U.S. tax policy due to political
uncertainty could lead to corporate tax rate adjustments, changes in transfer
pricing regulations and limitations on deductions for interest and foreign-related
expenses. These changes could increase our tax burden, affect our cash tax
payments and limit our ability to repurchase Common Shares without incurring
adverse tax consequences.
Furthermore, tax authorities or regulatory bodies, such as the European
Commission, may challenge our tax positions, transfer pricing arrangements or
tax credit eligibility, potentially resulting in additional tax liabilities. These
developments could materially impact our financial results, cash flow and ability
to accurately forecast tax-related expenses.
Our debt obligations may impact our financial condition and flexibility.
We carry significant debt with service obligations and restrictive covenants that
may limit our financial flexibility. High indebtedness increases the risk of
default, restricts our ability to borrow additional funds and could impact our
ability to generate sufficient cash flow to meet interest payments and debt
covenants. If we are unable to secure working capital, new financing or equity
funding, we may need to delay or reduce R&D investments.
Our debt levels could:
• Limit our ability to make required debt payments;
• Restrict access to financing for operations, capital expenditures or debt
service;
• Reduce flexibility in responding to industry changes; and/or
• Increase vulnerability to economic downturns.
Managing our debt effectively is critical to maintaining financial stability and
business continuity.
Our business may require substantial additional capital, which may not be
available on acceptable terms, or at all.
Future capital needs will depend on factors such as:
• Marketing, sales and customer support expenses;
• R&D investments;
• Facility expansion;
• Acquisitions of technologies, products or businesses;
• Product demand and operational costs;
• Debt repayment or refinancing; and
• Hedging activities and tax obligations.
We expect to meet short-term capital needs through cash flow from operations
and cash on hand. As of December 31, 2024, we had over $1.0 billion in
long-term debt and may choose to refinance these obligations.
If our existing resources become insufficient, we may need to raise funds
through public or private debt or equity financing. However, funding may not
be available on favorable terms, potentially requiring us to reduce or delay
R&D, production, marketing, capital expenditures or acquisitions, negatively
impacting our business. Additionally, issuing equity or convertible securities
could result in shareholder dilution.
An impairment of goodwill and intangible assets could reduce our earnings.
At December 31, 2024, our consolidated balance sheet included $2.4 billion
of goodwill and $303.8 million of intangible assets. Goodwill arises when the
purchase price of an acquisition exceeds the fair value of net assets, while
intangible assets represent finite-lived assets such as patents or trademarks.
Under U.S. GAAP, we must test goodwill for impairment annually or when
events indicate potential impairment. Intangible assets are reviewed for
impairment when changes in circumstances suggest their carrying value may
not be recoverable. These reviews are often conducted at an asset group level,
which for goodwill currently applies to the entire company.
If impairment is identified, we must immediately record a charge to earnings,
which could adversely impact our financial results.
Our strategic equity investments may result in losses.
We make strategic investments in businesses as opportunities arise, but these
investments may result in losses. We periodically evaluate their carrying value
based on factors such as recent stock transactions, financial statements and
market conditions. However, valuation fluctuations—driven by factors beyond
our control—may impact our financial results.
Assessing the fair value of non-marketable life science investments is inherently
subjective, and if actual outcomes differ from assumptions, we may be required
to write down investments, leading to potential charges against earnings. There
is no guarantee that these investments will yield long-term benefits.
Product and Competitive Risks
We may encounter delays in receipt, or limits in the amount, of reimbursement
approvals and public health funding, which may negatively impact our ability to
grow revenues in the healthcare market or our profitability.
Changes in the availability or reimbursement of our diagnostic testing products
by insurance providers and health organizations could significantly impact our
results. Third-party payors often hesitate to cover new technologies or novel
diagnostic tests and are increasingly limiting reimbursement coverage or
pressuring suppliers to reduce prices.
Each payor makes individual reimbursement decisions, requiring scientific and
clinical data to justify a test’s clinical benefits. This time-consuming and costly
process can delay market adoption, and there is no guarantee of approval.
Inconsistent or inadequate reimbursement may force us to lower prices or limit
sales, negatively affecting our financial performance.
Additionally, many of our customers rely on government and private insurers to
support their products' marketability. Governments and third-party payors are
focused on controlling healthcare costs and reducing medical product prices.
Uncertainty around U.S. healthcare policy, including the Affordable Care Act
(ACA) and potential reimbursement changes, may delay customer purchasing
decisions, affecting our sales.
Under the Protecting Access to Medicare Act (PAMA) of 2014, Medicare
reimbursement rates for certain diagnostic tests are based on weighted median
private payor rates, leading to lower reimbursement levels across molecular
pathology and other diagnostic tests. If reimbursement remains inadequate, our
business and financial results could suffer.
Reduction in R&D budgets and government funding may result in reduced sales.
Our customers include pharmaceutical and biotechnology companies,
academic institutions, and government and private laboratories. Demand for
our products is influenced by fluctuations in research and development (R&D)
budgets, which can be impacted by funding availability, industry mergers,
shifting spending priorities and institutional policies. Any significant reduction in
life sciences R&D spending could adversely affect our financial performance.
The pharmaceutical and biotechnology industries have undergone significant
restructuring and consolidation in recent years. Further mergers may result in
customer loss, reducing demand for our products and negatively impacting our
results.
We also sell to universities, government laboratories and private foundations,
many of which rely on government grants, particularly from agencies like the
U.S. National Institutes of Health (NIH), the largest source of life sciences
funding in the country. While research funding has increased in recent years,
future levels remain uncertain due to federal and state budget constraints.
Government funding decisions, which are subject to unpredictable political
processes, can cause purchasing delays and impact our sales.
Efforts to reduce budget deficits have previously included cuts to NIH and other
global research agencies. A reduction in government funding for life sciences
research could significantly impact our business and results of operations.
Competition could reduce our sales.
The markets for our products are highly competitive. Many competitors have
greater financial, operational, sales, marketing and R&D resources. They may
develop new technologies that compete with or render our products obsolete
and could gain regulatory approval from agencies such as the U.S. Food and
Drug Administration (FDA) and international regulators. Competitors offering
superior technology, cost-effective solutions or faster regulatory approval could
adversely impact our sales and operations.
Our business growth depends on converting users from competing products to
our sample and assay technologies. However, switching suppliers can be time-
consuming and costly, as customers must integrate new products into their
workflows. If we fail to be first to market with innovative solutions, our
competitive position and sales may suffer.
Additionally, in commercial clinical diagnostics, we often compete with
laboratory-developed tests (LDTs) created by our customers. Converting users
from LDTs to our commercial assays remains a challenge, which may impact
our market adoption and revenue.
We rely on collaborative commercial relationships to develop and/or market
some of our products.
Our long-term strategy includes forming strategic alliances and marketing
arrangements with academic, corporate and other partners for developing,
commercializing and distributing our products. We may face challenges in
negotiating these collaborations and maintaining them, and partners might
develop competing products.
Our Precision Diagnostics business collaborates with pharmaceutical and
biotech companies to co-develop companion diagnostics for their drugs. The
success of these programs depends on our partners' commitment, clinical trial
outcomes and regulatory approvals. Sales of companion diagnostics are closely
tied to the commercial success of the related drugs.
Marketing QIAGEN products often relies on joint ventures or distributorships,
especially in emerging markets where we partner with local companies. The
success of these partnerships impacts our sales and profitability in these
regions.
Real or perceived defects in or misuse of our products could adversely affect our
results of operations, growth prospects and reputation.
We market our products in over 130 countries, directly or through partners.
Due to our extensive operations, tracking end-user usage can be challenging.
Misuse or perceived misuse of our products could harm our reputation and
customer trust, impacting market acceptance.
Our customers, particularly in law enforcement and government, use our
products for critical applications like forensic testing and human identification.
They have low tolerance for defects, which could interfere with justice
administration and damage forensic evidence. Defects or misuse, real or
perceived, could lead to lost sales, increased service and replacement costs,
reputational damage, customer loss, liability for damages and resource
diversion, adversely affecting our business.
If our products are used unethically or unlawfully, it could harm our reputation
and operations. We strive to ensure ethical and lawful use but cannot
guarantee against misuse claims. Allegations of misuse, even if unfounded,
could damage our reputation.
Our brand and reputation are crucial for business success. Maintaining them
depends on delivering high-quality products and services. Negative reviews or
publicity, especially in media, could harm our reputation and sales, adversely
affecting our business and financial results.
We depend on patents and proprietary rights that may fail to protect our business.
Our success depends to a large extent on our ability to develop proprietary
products and technologies and to establish and protect our patent and
trademark rights in these products and technologies. As of December 31,
2024, we owned 282 issued patents in the United States, 229 issued patents
in Germany and 1,615 issued patents in other major industrialized countries. In
addition, as of December 31, 2024, we had 346 pending patent applications,
and we intend to file applications for additional patents as our products and
technologies are developed.
The patent positions of technology-based companies involve complex and
uncertain legal and factual questions, with laws on patent coverage and
enforceability subject to change. U.S. patent applications remain secret until
issued, and scientific or patent literature publications lag behind discoveries.
Thus, there is no guarantee that patents will be granted from our applications
or, if granted, that they will be broad enough to protect our technology. Issued
patents may be challenged, invalidated or circumvented, potentially diminishing
our competitive advantage and revenue as patents expire and competitors
develop similar products.
Some products use third-party licensed patents and technologies, which provide
competitive advantages but impose commercialization and sublicensing
obligations. Non-compliance could convert exclusive licenses to non-exclusive
or terminate them, leading to a loss of competitive edge and revenue.
We also protect trade secrets and proprietary know-how through confidentiality
agreements with employees and consultants. However, these agreements may
not offer meaningful protection or adequate remedies for unauthorized use or
disclosure, and trade secrets could become known or independently developed
by competitors.
Collaborations with academic researchers and institutions may result in third
parties acquiring rights to inventions developed during these partnerships.
Our business exposes us to potential product liability.
Our product marketing and sales involve potential product liability risks.
Although we currently face no significant claims, future claims are possible.
Additionally, our products might be used unethically or illegally, leading to
litigation risks. We have limited product liability insurance, but its adequacy
and affordability are uncertain.
We must comply with various laws and regulations, including those for
handling hazardous substances. Accidental contamination or injury risks exist,
and we could be liable for resulting damages, which could significantly impact
us.
Stock and Shareholder Risks
Fluctuations in operating results may impact the market price of our Common
Shares.
Our operating results can vary significantly from quarter to quarter and year to
year, influenced by multiple factors, including:
• Demand for our products and customer purchasing cycles;
• Timing of research budgets and commercialization efforts;
• Government funding allocations affecting customer spending;
• Regulatory approvals and research & development activities;
• Sales and marketing expenses, as well as exit activities;
• New product launches by us or competitors;
• Competitive market conditions and macroeconomic trends; and
• Exchange rate fluctuations affecting international revenue.
We set expense levels based on anticipated sales trends, but actual sales and
earnings may deviate from expectations, leading to variability in financial
performance. As a result, our quarterly and annual results may not be indicative
of future performance. If our results fail to meet or exceed analyst or investor
expectations, the market price of our Common Shares could decline.
Our Common Shares may have a volatile public trading price.
The market price of our Common Shares has been highly volatile since our
initial public offering in September 1996. Our shares have been listed on the
New York Stock Exchange (NYSE) since January 10, 2018, after previously
trading on NASDAQ. Over the past two years, our stock price has ranged from
$51.18 to $34.74 and from €48.36 to €32.74 on the Frankfurt Stock
Exchange. In addition to overall stock market fluctuations, factors that may have
a significant impact on the price of our Common Shares include:
• New product launches or technological advancements by us or competitors;
• Changes in collaborations or partnerships;
• Quarterly financial performance and comparisons with peer companies;
• Regulatory, tax or patent law changes;
• Developments in intellectual property rights;
• Government funding for life sciences research;
• General market trends in diagnostics, pharmaceuticals and biotechnology;
and
• Foreign exchange rate fluctuations.
The stock market has experienced extreme price and volume fluctuations,
particularly affecting technology-based companies, often unrelated to their
operating performance. These broad market swings may negatively impact the
price of our Common Shares.
Future sales and issuances of our Common Shares could adversely affect our stock
price.
The future sale or issuance of a large number of our Common Shares could
negatively impact their market price. Dutch law allows a company to issue
shares up to its authorized share capital as specified in its Articles of
Association. Our authorized share capital is EUR 9.00 million, divided into
410.0 million common shares, 40.0 million financing preference shares and
450.0 million preference shares, each with a EUR 0.01 par value. As of
December 31, 2024, approximately 222.3 million Common Shares were
outstanding, with an additional 12.9 million reserved under stock plans,
including shares subject to outstanding awards. Furthermore, up to 18.7 million
shares may be issued upon conversion of debt. Most of our outstanding
Common Shares can be sold without restriction, except those held by affiliates,
which have resale limitations.
Shareholders who are U.S. residents could be subject to unfavorable tax
treatment.
We may be classified as a "passive foreign investment company" (PFIC) for
U.S. federal income tax purposes if certain tests are met, potentially reducing
the after-tax return and value of our Common Shares. A PFIC determination
involves either 75% or more of our gross income being passive or 50% of our
assets producing passive income.
Based on our 2024 income, assets and activities, we do not believe we were a
PFIC and do not expect to be one in the future. However, there is no guarantee
that the IRS will not challenge this position or that we will not become a PFIC
later.
Provisions of our Articles of Association and Dutch law and an option we have
granted may make it difficult to replace or remove management and may inhibit
or delay a takeover.
Our Articles of Association require a two-thirds shareholder vote, representing
over 50% of issued share capital, to suspend or dismiss Managing and
Supervisory Directors against their wishes. If proposed by the joint Supervisory
and Managing Boards, a simple majority is sufficient. Shareholders may also
overrule Board nominations with the same two-thirds vote and share capital
threshold. To prevent hostile takeovers, our Supervisory Board can issue
Preference Shares if a third party acquires 20% or more of share capital or is
deemed an "adverse person." This may discourage bids or lead to negotiations
for better terms.
In 2004, we granted Stichting Preferente Aandelen QIAGEN the option to
acquire Preference Shares equal to all outstanding Common Shares minus one
to block or delay an unfavorable change of control. The Foundation must act in
our and stakeholders' interests when exercising this option. Restrictions include:
• The requirement of a public offer announcement; and
• A two-year holding period, during which voting rights must remain below
30% before the period ends.
Note Regarding Forward-Looking Statements and Risk Factors
Our future operating results may be affected by various risk factors, many of
which are beyond our control. Certain statements included in this Annual Report
and the documents incorporated herein by reference may be forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, including statements regarding potential future net sales,
gross profit, net income and liquidity.
These statements can be identified by the use of forward-looking terminology
such as “believe,” “hope,” “plan,” “intend,” “seek,” “may,” “will,” “could,”
“should,” “would,” “expect,” “anticipate,” “estimate,” “continue” or other
similar words. Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements. Such statements are based on
management’s current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements.
We caution investors that there can be no assurance that actual results or
business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors.
Factors that could cause such results to differ materially from those described in
the forward-looking statements include those set forth in the risk factors above.
As a result, our future success involves a high degree of risk. When considering
forward-looking statements, you should keep in mind that the risk factors could
cause our actual results to differ significantly from those contained in any
forward-looking statement.
Global Economic Perspectives for 2025
The global economic outlook for 2025, according to various experts and key
opinion leaders, has shifted notably during the first few months of the year due
to recent developments, particularly the implementation of substantial tariffs by
the U.S.,  These actions have led to revised growth projections and heightened
inflationary pressures across various regions.
As of April 2025, the U.S. economy is projected to grow approximately 1.7%
for the year. This downward revision is attributed to the adverse effects of new
import tariffs, which have dampened confidence, leading to reduced
expectations in terms of spending and investment. Annual inflation is
anticipated to rise to 2.7%, exceeding the Federal Reserve's target. In
response, the Federal Reserve is likely to maintain interest rates but has
signaled potential adjustments depending on economic developments.
The economic outlook for Europe is expected to slow to 0.8% growth in 2025,
with countries like Germany facing stagnation and potential contraction. The
European Central Bank (ECB) has expressed concerns over the sharp
deterioration in global growth, largely attributing it to concerns about U.S. tariff
policies. In response, the ECB has implemented multiple interest rate cuts over
the past year to support the economy and may consider further reductions to
counteract slowing inflation and economic activity.
The Asia-Pacific region faces a complex outlook. China's GDP is projected to
slow to about 4.1% growth in 2025 in part due to the impact of U.S. tariffs.
India's growth forecast has also been revised downward, with sectors like
medical devices expected to experience significant adverse impacts on their
trade balance. Despite these challenges, certain economies in Southeast Asia
are anticipated to maintain relatively robust growth, driven by domestic
demand and regional trade initiatives.
Industry Perspectives for 2025
The life sciences and molecular diagnostics industries are poised for overall
growth in 2025, driven by technological advancements and strategic
investments in a challenging macro environment.
The integration of artificial intelligence (AI) is expected to significantly influence
the life sciences sector. AI applications in drug discovery, clinical trials, and
personalized medicine are projected to enhance efficiency and innovation.
Additionally, mergers and acquisitions (M&A) activity is anticipated to
accelerate, fueled by a favorable regulatory environment and the pursuit of
technological synergies.
The molecular diagnostics market is projected to experience steady growth,
with an emphasis on point-of-care testing solutions. The market size is expected
to increase from about $9 billion in 2025 to approximately $12 billion by
2034, reflecting a compound annual growth rate (CAGR) of about 4%. This
growth is driven by advancements in diagnostic technologies and the
increasing demand for rapid and accurate testing methods.
QIAGEN Perspectives for 2025
QIAGEN remains committed to its strategic objectives and is well-positioned to
navigate the evolving economic landscape. QIAGEN anticipates continued
growth, building upon its solid performance in 2024. Strategic investments in
high-growth product areas and operational efficiencies are expected to drive
increased core sales (excluding discontinued products such as NeuMoDx and
Dialunox) and profitability. QIAGEN's focus on key Growth Pillars, including
QIAcuity digital PCR, QIAstat-Dx, QIAGEN Digital Insights, QuantiFERON and
the Sample technologies portfolio, aims to collectively generate 7% CER CAGR
from 2024 to 2028 from the core business. As in the past, QIAGEN also
remains open to potential acquisitions that align with its strategic vision and
enhance shareholder value.
While the global economic environment in 2025 presents several challenges
due to recent tariff implementations and geopolitical tensions, QIAGEN's
strategic initiatives and focus on innovation position it favorably to achieve
sustainable growth and profitability in the years ahead.
General Information
About this Sustainability Statement
This sustainability statement has been prepared in accordance with the EU
Corporate Sustainability Reporting Directive (CSRD), article 29(a) of EU
Directive 2013/34/EU, including compliance with the European Sustainability
Reporting Standards (ESRS) and Article 8 of EU Regulation 2020/852 (EU-
Taxonomy Regulation).
Basis for preparation
The sustainability statement for the year ended December 31, 2024, has been
prepared on a consolidated basis, using the same scope as the financial
statements.
Our reporting policies have been applied consistently across the reporting year
and comparative periods. Restatements are determined based on a judgment of
significance. For EU taxonomy CapEx and Turnover disclosure certain eligible
activities for the prior year have been retrospectively identified and the ratios of
eligible activities have been updated for the comparison period.
Time horizons in this statement are aligned with our financial statements:
• Short-term: One year (aligned with the financial reporting period)
• Medium-term: Up to five years after the short-term period
• Long-term: More than five years
The ESRS allow for an exemption from disclosing impending developments or
ongoing negotiations. However, we did not utilize this exemption.
External assurance
As of January 1, 2024 the EU Corporate Sustainability Reporting Directive
(CSRD) became effective in the EU. As of the date of this Annual Report, Dutch
Parliament has not yet passed legislation that implements the CSRD Directive in
Dutch Law. As a result, QIAGEN’s Managing Board and Supervisory Board
have decided to voluntarily prepare and publish a Sustainability Statement for
2024 that provides a detailed report of the impacts, risks and opportunities
facing QIAGEN and its stakeholders. Due to the status of CSRD in the
Netherlands and potential changes in standards and interpretations, certain
entity specific and temporary interpretations have been applied. Most
significant assumptions have been described in the section 'Sources of
estimation and outcome uncertainty'. The Sustainability Statement has been
published as part of this Annual Report.
KPMG Accountants N.V. (KPMG), our auditors, conducted a limited assurance
engagement on this sustainability statement. For details, please refer to the
Limited assurance report of the independent auditor within this document.
Incorporation by reference
Certain disclosures are incorporated by reference from other sections of this
Annual Report, with clear indications of the precise content as noted in the
table below. The following content is incorporated by reference:
ESRS Disclosure Requirement
Incorporation by Reference
ESRS 2 GOV-1 (21 a, 23 a)
Corporate Governance Report:
• Managing Board Members
• Supervisory Board Members
• Summary of Skills, Qualifications and
Background for the Supervisory Board
Use of phase-in and transitional provisions
The following phase-in and transitional provisions have been applied in this
statement:
• As 2024 marks the first year of CSRD implementation, comparative data has
been included where available (either due to historical comparative reporting
or availability of reliable historical data) to support understanding trends.
• For health and safety reporting, comparative data includes work-related ill-
health and data on number of days lost to injuries, accidents, fatalities and
work-related ill health.
Beyond these exceptions, all phase-in options and transitional provisions
outlined in ESRS 1 have been applied.
The preparation of this sustainability statement required the use of judgments,
estimates and assumptions that affect reported amounts. These estimates are
based on experience and reasonable factors under current circumstances. We
continuously review and update these assumptions as needed.
Sources of estimation and outcome uncertainty
The following metrics involve a higher degree of judgment and complexity,
where changes in assumptions or estimates could lead to different results. These
include:
Indirect GHG emissions across upstream value chain activities:
• Scope 3, category 1 (Purchased Goods and Services): Measured based on
spend data and assigned emissions factors
Indirect GHG emissions across downstream value chain activities:
• Scope 3, category 12 (End-of-Life Treatment of Sold Products): Based on
assumptions about waste treatment types
Other metrics:
Waste data: The total weight, including technical and biological materials, is
based on actual weights from major manufacturing sites, with an extrapolation
for secondary sites (please see section Resource outflows: Waste management).
Further details are disclosed in the respective chapters alongside the topical
disclosures.
Value chain
This statement considers both our upstream and downstream value chains,
assessing related impacts, risks and opportunities as assessed in the Double
Materiality Assessment (DMA).
Omission of information
As per the guidance provided in ESRS 1, we have not exercised this option to
omit information related to intellectual property, know-how or innovation results.
The role of the Managing Board and Supervisory Board
Corporate board structure
QIAGEN N.V. is a publicly listed company incorporated under the laws of the
Netherlands, operating as a 'Naamloze Vennootschap' (N.V.), which is a
Dutch limited liability company. The Company is registered and has its official
seat in Venlo, The Netherlands. Our corporate governance practices are
governed by the provisions of the Dutch Civil Code and the Dutch Corporate
Governance Code.
QIAGEN’s management and supervision are organized under Dutch law in
two-tier system consisting of:
• Managing Board (composed exclusively of executive directors, and currently
the CEO and CFO)
• Supervisory Board (composed of non-executive directors)
In alignment with CSRD definitions, we refer to these Boards as follows:
• Administrative and Management Body: Managing Board (CEO and CFO)
• Supervisory Body: Supervisory Board
Managing Board
The Managing Board is responsible for integrating sustainability into the
Company strategy and monitoring the performance through the Executive
Committee (EC).
The EC includes the CEO and CFO as well as representatives from all of our
global EC-level functions: Product Portfolio & Innovation, Commercial
Operations, Global Operations, Finance, Human Resources and Corporate
Strategy & Business Development.
EC members receive specialized training and participate in discussions on
sustainability matters - including climate change, supply chain due diligence
and regulatory compliance.
Information on the background and experience of the Managing Board is
included under Managing Board members in the Corporate Governance
Report.
The Senior Vice President, Head of Global Operations, is responsible for
sustainability matters within the EC.
The Managing Board ensures the long-term continuity of QIAGEN and its
affiliated enterprises. Responsibilities include setting strategic targets for long-
term value creation, implementing policies and overseeing global operations
and risk management, and ensuring financial stability and regulatory
compliance with all relevant laws.
Supervisory Board
The Supervisory Board is responsible for overseeing the activities of the
Managing Board as well as the general affairs of QIAGEN, its subsidiaries and
affiliates and associated enterprises.
The Supervisory Board's oversight includes:
• Achievement of corporate objectives
• Corporate strategy and associated business risks
• Internal risk management and control systems
• Financial and sustainability reporting processes
• Adherence to corporate governance best practices
To ensure in-depth oversight of key areas, the Supervisory Board has
established four specialized Committees:
• Audit Committee
• Compensation & Human Resources Committee
• Nomination & Governance Committee (formerly Nomination & ESG
Committee)
• Science & Technology Committee
All Supervisory Board members have extensive leadership and industry
experience, with many having held top management positions in publicly-listed
or privately-owned companies. Their diverse expertise enables them to assess
and review business implications associated with sustainability targets, ensure
effective risk management and oversee both financial and non-financial
reporting requirements.
Within the Supervisory Board, the Nomination & Governance Committee is
responsible for advising the Supervisory Board on sustainability matters,
including social, human rights and environmental policies, as well as related
reporting.
The Audit Committee separately reviews sustainability reporting developments
on a regular basis, focusing on risk management and internal controls.
The Nomination & Governance Committee is responsible for setting of
sustainability targets, developing and implementing ESG strategy, monitoring
and measuring the performance of sustainability initiatives and overseeing ESG-
related risk management.
In 2024, both the Supervisory Board and Managing Board received training on
the fundamentals of CSRD requirements, ensuring alignment with regulatory
expectations.
Governance and oversight of ESG and sustainability
Employee representatives are not included in either the Supervisory Board or
the Managing Board.
The independence of Supervisory Board members has been determined in
accordance with the Dutch Corporate Governance Code. All of our Supervisory
Board members are independent under the Dutch Code.
Further information about the Supervisory Board and their profiles can be found
under Supervisory Board Members and Summary of Skills, Qualifications and
Background for the Supervisory Board in the Corporate Governance Report.
Operational ESG responsibility
The Head of ESG Strategy & Impacts Programs leads the operational ESG
function, and reports to the Senior Vice President, Head of Global Operations.
This function is responsible for formulating proposals for the Managing Board
and Supervisory Board, as well as providing approvals for sustainability
strategy-related matters and driving implementation through a working group
known as Corporate ESG Committee (CEC).
The CEC is a cross-functional working group that includes representatives from
departments including Finance, Legal, Operations, Human Resources,
Corporate Communications and Investor Relations.
Additionally, the Head of ESG Strategy & Impacts Programs is responsible for
reporting ESG topics to the Supervisory Board and its Committees.
Overall, QIAGEN's administrative, management, and supervisory bodies work
collaboratively to ensure a balanced and focused approach to strategy,
transactions, and risk management, aiming for profitable growth and
sustainable value creation.
Management and supervisory bodies integrate identified impacts, risks, and
opportunities (IROs) into the sustainability strategy, risk management process,
and major transaction decisions by incorporating sustainability into the overall
strategy through board oversight. They monitor sustainability-related risks
identified by the Corporate ESG Committee as part of the risk management
process. In decision-making, they consider sustainability impacts in transactions,
such as acquisitions and infrastructure development.
Collaboration is achieved through cross-functional teams, including the
Corporate ESG Committee, sub-teams like the Climate Working Group, and
specialized project teams like the Plastic Reduction Group. Regular
communication is maintained throughout the year to address sustainability
issues.
Diversity and gender balance in management
The gender diversity target of the Supervisory Board aligns with the Dutch
Gender Diversity Bill, which requires at least one-third female representation
and at least one-third male representation.
In addition, in accordance with compliance with the Dutch requirement, we
have set a voluntary target to increase the number of women in key leadership
roles (see chapter on Own workforce, section Diversity for details).
2024
2023
(unassured)
Number of executive members on Managing
Board
2
2
Number of non-executive members in
Supervisory Board
10
8
Ratio of female to male (percent):
% of women on the Supervisory Board
40%
38%
% of women on the Managing Board
—%
—%
% of men on the Supervisory Board
60%
62%
% of men on the Managing Board
100%
100%
% of other on the Supervisory Board
—%
—%
% of other on the Managing Board
—%
—%
Information provided on sustainability matters for discussions
The Supervisory Board and EC receive regular updates from the Head of ESG
Strategy & Impacts Programs on the progress of the sustainability strategy.
These discussions cover a review of material impacts, risks and opportunities;
the implementation of due diligence processes; the effectiveness of policies,
actions, targets and metrics; and any recent regulatory developments. In 2024,
at least three meetings were held to review ESG topics.
As part of the review and approval of the Double Materiality Assessment (DMA)
for 2024, the EC and the Nomination & Governance Committee of the
Supervisory Board were informed about all identified material impact risks and
opportunities; the approach to implement due diligence policies, metrics and
targets; and the reporting scope for this statement.
Integration of sustainability-related performance metrics
Information on remuneration for the Managing Board members is outlined in
the Remuneration Report included in the Corporate Governance Report.
Our Remuneration Report complies with the European Directive (EU) 2017/828
on Shareholder Engagement, Shareholder Rights Directive II, as implemented
into Dutch law. Additionally, our Remuneration Policies for the Managing Board
and Supervisory Board comply with the Dutch law provisions implementing the
Shareholders Rights Directive II.
The Remuneration Policy for the Managing Board was approved by over 75%
of shareholders at the Annual General Meeting (AGM) in 2021. Each year, the
Compensation & Human Resources Committee of the Supervisory Board submits
the Remuneration Report for an advisory vote at the AGM.
Remuneration for Managing Board members consists of fixed and variable
components.
The variable components include Short-Term Incentives (STIs) in the form of cash
compensation based on the achievement of annual performance goals
(Corporate Financial Goals and Team Goals) as well as Long-Term Incentives
(LTIs) in the form of share grants tied to the achievement of ambitious multi-year
targets. As of the end of 2024, the performance targets for the LTI grants did
not include ESG-related targets.
The STI award is based on the achievement of annual targets for Corporate
Financial Goals in terms of sales, operational profitability and cash flow, as
well as for the achievement of annual Team Goals that are set to measure the
implementation of QIAGEN's strategy focused on innovation and sustainable
value creation.
The Team Goals include ESG targets that account for approximately 4% of the
total compensation, which apply to virtually all QIAGEN employees outside of
sales positions (Please see Remuneration Report, section Managing Board
remuneration for details on specific targets, timeframes and progress tracking.)
For 2024, the Team Goals included a climate-related goal tied to reducing
annual plastics use, which is directly linked to QIAGEN’s Greenhouse gas
mitigation activities. Further relevant ESG metrics included diversity aspects in
the leadership team and the score achieved in the Corporate Equality Index
(CEI) from the Human Rights Campaign and the achievement of “Top Employer
LGBTQ+” rating.
Statement on due diligence
The following table provides an overview of QIAGEN's due diligence processes
related to sustainability matters. It captures key elements, including the
integration of due diligence into strategy and business models, engagement
with affected stakeholders, identification and assessment of sustainability
impacts and key actions in this area, including the tracking of initiative
effectiveness.
Core elements of due
diligence
Reference
Sustainability Statement
Pages
Embedding due diligence
in governance, strategy
and business model
GOV-1
GOV-2
SBM-1
SBM-3
52
54
52
72 , 97 , 106, 112 , 115 ,
119 , 123 , 131
Engaging with affected
stakeholders in all key
steps of due diligence
GOV-2
SBM-2
IRO-1
S1-2
S2-2
S4-2
Identifying and assessing
adverse impacts
IRO-1
SBM-3
64
72, 97, 106 , 112 , 115 ,
119 , 123 , 131
Taking actions to address
identified adverse
impacts
E1-1
E1-3
E5-2
S1-4
S2-4
S4-4
G1-3
Tracking the effectiveness
of these efforts and
communications
E1-4
E1-5
E1-6
E5-3
E5-4
E5-5
S1-5
S1-6
S1-9
S1-14
S1-17
S2-5
S4-5
Risk management and internal controls over sustainability
reporting
At QIAGEN, controls and procedures related to the management of impacts,
risks and opportunities (IRO) have been integrated into the internal control
framework.
The following risks were considered within internal risk management during the
IRO.
Climate-change-related risks:
• Risk of transitioning to a 1.5-degree economy: Increased costs due to
regulatory requirements (e.g., Green Claims Directive, energy efficiency
regulations, carbon pricing), rising operating expenses for sustainable
technologies, higher raw material costs (especially plastics), increased
capital and financing costs due to weak ESG credentials and lower sales due
to insufficient investment in sustainable products and services.
• Physical climate risk: Site damage due to climate-related natural disasters,
extreme weather events and / or hazards that can limit production.
These risks have been incorporated into the enterprise risk management system
and identified as a "critical risk." It is foreseen to include them into the risk
management reporting starting in 2025.
Sustainability reporting:
• Internal controls over sustainability reporting are tested in accordance with 
predefined control frequencies to ensure effective monitoring and risk
mitigation.
For further information on the identification and mitigation strategies, please
refer to the detailed description within the section Double Materiality
Assessment.
As part of our Double Materiality Assessment (DMA), we have implemented
process controls to ensure the identification, documentation and evaluation of
material impacts, risks and opportunities.
Strategy, business model and value chain
Our business - profile and business model
QIAGEN is a leading provider of sample and assay technologies and products.
Our products enable the handling, processing, preparation and molecular
analysis of any molecule in a biological sample. The product portfolio consists
of consumable products (sample and assay kits), instruments and automation
systems, and bioinformatics solutions for analysis and interpretation.
Sample technologies are used to collect, stabilize, isolate, and purify molecules
such as deoxyribonucleic acid (“DNA”), ribonucleic acid (“RNA”) and proteins
from any biological sample such as blood, tissue, and other materials. Genetic
material must be extracted from a biological sample and be specifically
processed before users in academic and industrial laboratories can read,
modify or further process it. Sample technologies provide access to the content
of biological samples.
Assay technologies are used to make target materials in samples, such as
genetic material, visible for subsequent detection and analysis. These
technologies include “open” assays (reagents) for detection of DNA and RNA
sequences as well as “target specific” assays to detect the presence of specific
pathogens.
QIAGEN automation systems streamline molecular testing using consumables in
efficient workflows and carrying customers through the process from Sample to
Insight. Some QIAGEN consumables are designed to run on QIAGEN
Instruments, while others are universal kits designed for use with any molecular
testing platform.
Digital insight solutions or bioinformatics software and knowledge bases are
used to interpret complex genomic data sets to provide relevant, actionable
insights. Instruments and automation solutions are used to tie together these
products into seamless and cost-effective workflows.
As noted earlier, QIAGEN’s portfolio can be divided into consumables,
instruments and bioinformatics. Consumables represent the major source of
revenues and profits for QIAGEN. Instruments are also an important part of
QIAGEN’s business model as it is a complementary product to drive
consumables sales. Our bioinformatics business - known as QIAGEN Digital
Insights (QDI) - represents approximately 5% of total sales and consists of
software solutions that are used to analyze and interpret genomic data.
QIAGEN's products are manufactured at its sites that are primarily located in
the United States, Europe and China (where products are only manufactured for
the local market).
QIAGEN's commercial teams are organized into specialized groups within
regions in the Americas, Europe / Middle East / Africa (EMEA) and Asia
Pacific / Japan (including China), and are complemented by third-party
distributors in certain markets.
QIAGEN has a centralized distribution system with regional hubs that are
responsible for their own local logistics functions.
Employees by region
2024
2023
(unassured)
Asia-Pacific / Japan
1,161
1,185
Americas
1,252
1,329
EMEA
3,352
3,453
Total employees
5,765
5,967
Global presence with a focus on highly attractive markets
Shipping product to
Direct sales in
>150
>30
Countries
Countries
Global_Presence_v3.svg
Our key sites
MarksLightblue.svg
Global presence
Venlo, Global HQ
Hilden, EMEA HQ
Germantown, Americas HQ
Shanghai, China HQ
Mark_Brown.svg
Singapore, Asia HQ
Building a sustainable business
At QIAGEN, our products are designed to help advance science and improve
healthcare that enhances patient outcomes around the world.
We are committed to sustainable business practices and integrate the
perspectives of our stakeholders – customers, employees, authorities, regulators,
suppliers and shareholders – into our operations.
Through our targets and actions, we are focused on such topics as reducing
plastics usage and developing environmentally friendly products, lowering our
emissions across operations and our supply chains, and collaborating with
suppliers to drive environmental and social responsibility.
Through these initiatives, we aim to embed sustainability into all aspects of our
business activities and product lifecycle.
We have not performed a formal resilience analysis of our business strategy
and model.
ValueChain_1.svg
Upstream
Own operations
Downstream
Procurement
Operated by 5,700 QIAGENers
Manufacturing in EMEA (global), Americas (global), China (local)
Sales to >500,000 customers in
>150 countries
Sales entities in EMEA,
Americas, APAC and Japan
Raw-Materials_White.svg
R&D services and in-licensing.svg
Raw materials
R&D services and
in-licensing
Finished goods.svg
Logistical warehousing services.svg
Finished goods
Logistical &
warehousing services
Semi Finished Goods.svg
IT and other services.svg
Semi-finished goods
IT and other services
Instrumentation Services.svg
Consumables
Instrumentation
services
Licensing_e-g-patents.svg
Instruments
Licensing
(e.g., patents)
Bioinformatics.svg
Bioinformatics
Bioinformatics-digital insights.svg
Consumables
Instrumentation
Bioinformatics
(digital insights)
Research and Development*
Material topics
• Climate change
• Resource use and circular economy
(e.g. resource inflows)
• Business conduct
• Workers in the value chain
Material topics
• Climate change
• Resource use and circular economy
(e.g., closing the loops, waste management)
• Business conduct
• Consumers & end-users
• Own workforce: 
– Working conditions
– Inclusive working environment
– Occupational health & safety
Material topics
• Climate change
• Resource use and circular economy
(e.g., products, services, waste)
• Business conduct
• Workers in the value chain
• Consumers & end-users
* R&D relating to sample technologies are used to collect, stabilize, isolate, and purify molecules such as deoxyribonucleic acid (DNA), ribonucleic acid (RNA) and proteins from any biological sample such as
blood, tissue, and other materials to streamline automation systems for molecular testing using consumables in efficient workflows and carrying customers through the process from Sample to Insight 
Value creation within QIAGEN occurs along the entire value chain. Generally,
Research & Development (R&D) activities are carried out by manufacturing
entities or specialized R&D centers. These manufacturing entities obtain raw
materials and semi-finished products from either affiliated manufacturing entities
or independent third parties, facilitating the efficient production of QIAGEN
products. Sales to end customers are managed through local sales subsidiaries
or third-party distributors. A centralized distribution system connects
manufacturing entities with local sales subsidiaries, enabled by two global
distribution hubs that consolidate market demand and optimize supply logistics.
Our overall business strategy is anchored by a commitment to delivering solid
profits in all regions we operate on a group of Pillars that represented
approximately 70% of sales in 2024 and are expected to reach combined
sales of approximately $2 billion in 2028. The Pillars involve three product
groups where QIAGEN is developing leadership positions: the digital PCR
(Polymerase Chain Reaction) platform QIAcuity, the clinical PCR syndromic
testing solution QIAstat-Dx and the QIAGEN Digital Insights portfolio of
bioinformatics solutions for improved analysis and interpretation of complex
genomic data. Additionally, two Pillars involve product groups where QIAGEN
has strong top positions: Sample technologies that are used to gain access to
DNA and RNA from a biological sample, and the QuantiFERON technology
platform for latent disease detection, and best known for use in detecting
tuberculosis (TB).
Our products reach more than 500,000 customers around the world in two
broad customer groups: Molecular Diagnostics (clinical testing) and Life
Sciences (academia, pharmaceutical R&D and applied testing).
We aim to enhance the sustainability of our life sciences, molecular
diagnostics, and bioinformatics products. This includes, but is not limited to
reducing the environmental impact of our Sample to Insight solutions and
developing eco-friendlier product ranges like QIAwave and enhancing access
to healthcare. Our customer base is diverse, encompassing pharmaceutical and
biotech companies, academic researchers, clinical labs, and public agencies.
By offering innovative and responsible product solutions, we aim to support
these customers in achieving their sustainability objectives.
QIAGEN operates globally, with significant markets in EMEA, APAC, Japan
and Americas. We strive to implement sustainable practices across all regions,
for example reducing emissions, plastic usage, and promoting energy
efficiency.
In line with our sustainability strategy and targets, we have identified several
areas which impact the Pillars listed above in various ways. At QIAGEN,
customer satisfaction and high-quality products are integral to our vision of
making improvements in life possible. While our additional sustainability
ambitions span all product portfolios, we are currently focusing on achieving
our corporate plastic reduction target in relation to resource use on those
portfolios with the highest plastic footprint, such as Sample technologies (see
section Resource use). These activities are accompanied by the implementation
of our Carbon Reduction Roadmap (see section Climate Change) to achieve our
SBTi targets. This involves collaboration with our suppliers to source less carbon-
intensive raw materials across our product portfolios and jointly mature towards
SBTi target achievement (see section Climate Change). Additionally, our
QuantiFERON product portfolio for the detection of Tuberculosis and our Mpox
assays for dPCR and qPCR are central to our Access to healthcare strategy (see
section Consumers).
QIAGEN faces several challenges in achieving its sustainability goals,
including reducing emissions, which requires continuous investment in green
technologies and energy-efficient practices. Another challenge is finding
sustainable alternatives to emission intense raw materials and implementing
them across product lines, given the highly regulated environment in which
QIAGEN operates. Additionally, expanding access to healthcare in low-
resource regions while maintaining sustainable practices is a significant
challenge.
To address these challenges, QIAGEN is implementing solutions such as
increasing the use of renewable energy sources to power our operations,
developing and adopting solutions for our products with a lower emission
footprint (see section Climate Change and Resource use), and collaborating
with stakeholders to promote health, diversity, and more environmental friendly
initiatives (see section Consumers and End-Users).
Interests and views of our stakeholders
Understanding and addressing the interests and expectations of our
stakeholders is essential for our business strategy.
Throughout 2024, QIAGEN actively engaged with stakeholders through
various channels, incorporating their insights into our Materiality Assessment
and business processes.
These engagements have led to enhancements in customer service, expansion
of our product portfolio, increasing the number of pilot projects for low-carbon-
footprint products, greater transparency on our sustainability initiatives, and
stronger safety awareness programs. These initiatives are summarized in the
table below and detailed throughout this report.
Interest and views of our stakeholders
Stakeholder group
Formats of engagement
Topics: purpose of engagement
Examples of outcomes of engagement
Employees
• Strategic meetings: Annual kick-offs and quarterly feedback
checks.
• Trainings: ESG awareness, management, and regulatory
sessions.
• Reviews: One-on-one sessions and 180° feedback.
• Engagement: Surveys, pulse checks, events and webinars
• Working conditions: health &
safety
• Equal treatment and opportunities
for all: culture, inclusion &
diversity, innovation
• Training and skills: employee 
development
• Recognition of QIAGEN as top employer in several regions
• Local site action plans to enhance workplace culture
• Increased safety awareness and less accidents
• Reduction of unstaffed positions
Customers
• Surveys: Sustainability, customer satisfaction, waste
• Digital tools: Web chat and 24/7 service portal.
• Events: Conferences, trade fairs, roadshows, and
infotainment shows. Best practices sharing at our facilities
• Engagement: Bilateral meetings, production tours, and
training.
• Sustainability: Questionnaires and dedicated webpage
• Climate change: sustainable lab
practices
• Circular economy: efficient waste
management
• Access to products and service
and (quality) information
• QIAintegrity Line
• Yearly plastic reductions
• Expansion of more sustainable product portfolio
• Increased transparency on sustainability measures
• Service improvements (e.g., web chat functionalities and Net
Promoter Score - NPS - above internal benchmarks)
• Lab waste treatment pilot
Shareholders and the
financial community
• ESG ratings
• Quarterly reports and quarterly earnings calls
• Annual Report, live broadcast of all parts of the Annual
General Meeting with access to appointed proxies in
advance of the meeting
• Regular roadshows and calls
• Investor relations website
• Climate change: understanding
expectations towards
sustainability
• Business conduct: attracting
responsible investors
• Increased transparency on sustainability performance
• ESG information solid component within internal and
external communication channels
• Updated Sustainability webpage
• Expanded CDP reporting
Suppliers
• Trainings
• Risk assessment, strategic reviews, supplier days
• Best practice workshops, bilateral engagement, joint
initiatives, webinars with employees,
• Climate change: agreeing on joint
goals
• Business conduct: responsible
sourcing standards
• Workers in the value chain
• Circular economy: climate
commitment
• Strategic supplier base mapped on sustainability maturity
• 2025 roadmap defined to further mature sustainability within
supply chain
• Pilot projects on low carbon solutions
Stakeholder group
Formats of engagement
Topics: purpose of engagement
Examples of outcomes of engagement
General society and
local communities
• Collaboration with public health laboratories, research and
academic institutions around the world
• Community investment programs (e.g., grants, donations,
local sponsorships)
• Employee volunteering initiatives
• Stakeholder roundtables and dialogue forums
• Partnerships with NGOs and local governments
• Education outreach and science workshops
• Access to products and services:
strengthening community health
and enhancement of access to
healthcare
• Equal treatment and opportunities
for all: promoting Science,
Technology, Engineering and
Maths (STEM) education and
career access in underrepresented
communities
• Climate change: contributing to
environmental sustainability
initiatives
• Laboratory infrastructure and capacity building to support
pandemic preparedness
• Donation of diagnostic kits to underserved regions during
global health emergencies (e.g., COVID-19, TB, HPV
programs)
• STEM education programs delivered in partnership with
schools and universities, including laboratory visits and
career days
• Sponsorship of community health events such as screening
drives or public health days
• Environmental cleanup initiatives co-led by QIAGEN staff
and local groups near production sites
Banks and financial
institutions
• Mandatory reporting and information (e.g., Annual Report,
Sustainability reporting)
• Bilateral meetings
• Climate change: carbon reduction
plan
• Business conduct: sustainability
performance
• ESG performance linked loan
Civic and non-profit
organizations
• SBTi, CDP
• My Green Lab
• WHO
• Climate change: transparency of
commitment
• Validated climate goals according to latest scientific insights
• My Green Lab Certification of one of our R&D labs
Industry and
sustainability
associations
• Medtech
• VDGH
• Business conduct: upcoming
regulations & implications
• Climate change: best practice
sharing
• Best practice sharing (e.g., implementation of guidelines and
regulations)
Internal stakeholder
(e.g. Sales manager,
Tender teams)
• Calls and meetings on sustainability requirements of our
customers and sustainability trainings
• Access to products and services:
customer expectations
• Internal sustainability sales tools, ESG SharePoint site
Double Materiality Assessment (DMA)
Process description
In 2024, QIAGEN conducted a Double Materiality Assessment (DMA) in
compliance with the requirements of the European Sustainability Reporting
Standards (ESRS) under the Corporate Sustainability Reporting Directive
(CSRD).
This assessment evaluated sustainability topics from two distinct perspectives:
• Impact perspective: Considers actual and potential positive and negative
impacts of QIAGEN's operations
• Financial perspective: Assesses risks and opportunities that sustainability
topics present to the business.
Stakeholder engagement
The 2024 analysis was built on the assessment from 2023 and led by a core
team that included the Head of ESG, Strategy & Impacts Programs, as well as
representatives from Cyber Risk Management and Corporate Accounting.
The process began with stakeholder identification (See section Interests and
views of our stakeholders) and was overseen by the Corporate ESG Committee
(CEC). Stakeholders were selected based on their strategic relevance to
QIAGEN's strategy, business model and value chain.
Internal stakeholders with expert knowledge of individual stakeholder groups
were consulted to represent the perspectives of external stakeholders on various
sustainability matters. For example, customer needs were considered through
internal stakeholders such as Sales Managers and the requirements addressed
to our Tender Teams. The Tender Teams Tender enhance sales efforts by
crafting detailed proposals tailored to customer needs, offering technical
expertise, and addressing queries during interactions.
Additionally, customer perspectives were directly gathered through panel
discussions, events, and customer surveys, while insights from investors were
obtained through selected calls. Employee perspectives were derived from
employee surveys and feedback received by Human Resources (HR) key
functions and managers through various interactions, including bilateral
communication, development meetings, town halls, and management meetings.
Topics covered included emission reduction measures, waste management and
workforce diversity, and were considered in evaluating potential and actual
material impacts, risks, and opportunities.
The analysis will be conducted biennially or in response to a triggering event to
broaden our data and understanding of specific impacts, risks and
opportunities.
Double materiality assessment results
The materiality assessment results were consolidated by ESRS topic, and the
following topics were identified as key sustainability priorities:
• E1: Climate Change
• E5: Resource Use & Circular Economy
• S1: Own Workforce
• S2: Workers in the Value Chain
• S4: Consumers & End-Users
• G1: Business Conduct
We have identified no material risks or opportunities that currently affect our
financial position, financial performance, or cash flows. Consequently, there
are no indications that any material adjustments to the assets and liabilities
reported in the financial statements will be necessary within the next year.
Priorities
The environmental risks faced by QIAGEN are closely aligned with our
strategic efforts to meet our Science Based Target initiative (SBTi)-approved
GHG (Greenhouse Gases) reduction goals. To support this climate transition,
we strategically focus on transitioning to renewable energy, introducing energy
efficiencies and embedding circular economy principles throughout our value
chain.
Recognizing the impact of our business on people - especially our employees,
the people within our value chain and the societies affected by our products- we
identified S1 (Own Workforce) and S2 (Workers in the Value Chain) as
material topics for 2024. These impacts and risks are being managed through
organizational and process measures, including our Diversity & Inclusion
Council, our Human Rights Committee, various due diligence processes and
training.
For S4 (Consumers & End-Users), we have applied feedback from our customers
and have been working to improve customer service, including response times.
Within G1 (Business Conduct), a key focus has been on updating compliance-
related policies.
Most of our material topics are supported by specific targets to mitigate risks,
leverage opportunities, and drive long-term value creation. Further details on
how we manage these topics can be found in the ‘Environment,’ ‘Social,’ and
‘Governance’ sections.
Double materiality matrix
DMA_image.jpg
DMA.svg
Material
E1
Climate change
E5
Resource use and circular
economy
S1
Own workforce
S2
Workers in the value chain
S4
Consumer and end-users
G1
Business conduct
Non-material
E2
Pollution
E3
Water and marine resources
E4
Biodiversity and ecosystems
S3
Affected communities
Methodology
The DMA for 2024 was based on following the methodology outlined in
ESRS1, applying a gross perspective without mitigation measures. Building on
the 2023 materiality assessment, we re-evaluated all relevant ESRS topics, sub-
topics and sub-sub topics to ensure comprehensive coverage.
The assessment process began with the identification of potentially relevant
sustainability matters drawing insights from stakeholder engagement and past
QIAGEN reporting. The list was aligned at the ESRS topic level and underwent
further scrutiny at the ESRS sub- and sub-sub topic levels.
The "Impacts, Risks, and Opportunities" (IROs) specific to QIAGEN were then
determined. A distinction was made between potential and actual positive and
negative impacts, as well as risks and opportunities arising from dependencies
on natural, human and social resources.
The process was conducted with guidance from external consultants and
involved discussions and workshops with internal stakeholders from the
Corporate ESG Committee as well as specific experts across QIAGEN. Content
owners were consulted to represent external stakeholder perspectives,
leveraging their expertise on specific stakeholder groups. The assessment
covered QIAGEN's entire value chain without excluding any business activities,
business relationships or geographic regions.
Evaluation, thresholds and approval
The DMA was performed according to the framework set out in ESRS 1,
evaluating each sustainability matter from both an impact and financial
materiality perspective. Within the analysis of the impact materiality, potential
and actual negative and positive impacts have been assessed.
A five-point scale was applied for all characteristics of the assessment. The
scale ranged from one (minimal) to five (absolute) for the level of impact, from
one (limited) to five (absolute/global) for the scope, and from one (relatively
easy to remedy) to five (non-remediable/irreversible) for the ability to remedy.
The scale for likelihood was based on the ERM thresholds and was expressed
as percentages, ranging from 20% (rare) to 80-99% (almost certain). An actual
impact receives the value of 100%.The threshold for defining the materiality of
an impact was agreed upon jointly with ERM. It was determined that an impact
would be considered material if it scored a minimum of 3 out of 5. In cases
where impacts did not meet the threshold but were deemed severe, a separate
severity analysis was conducted. Additionally, a human rights analysis
identified four materially negative impacts.
For financial materiality, the assessment examined whether a sustainability
matter could trigger, or could reasonably be expected to trigger, material
financial effects on QIAGEN´s profitability in the short-, medium- or long term,
measured in terms of Earnings Before Tax (EBT). Dependencies on resources
and their availability within the supply and value chains were analyzed to
identify sustainability-related risks. Using the same five-point scale that was
applied for the impact materiality, the magnitude of financial impacts was
multiplied by the likelihood of occurrence to establish a threshold of 2.5, in line
with QIAGEN’s enterprise risk management system. Where possible, the
assessment relied on quantitative data, such as greenhouse gas (GHG)
emissions, to ensure objectivity (Please see the chapter Climate Change).
Contextual information was obtained by additional desktop research.
Additional contextual information was gathered through desktop research.
Identified sustainability risks were not prioritized.
Each IRO was reviewed by the core team and discussed with internal QIAGEN
experts. The Head of the ESG team shared the outcomes and its implications for
sustainability reporting with the Workers' Council at the Hilden site in Germany
and subsequently presented to the Managing Board, the EC and the
Supervisory Board’s Nomination & Governance Committee. Following these
meetings, the final results were formally approved by the Nomination &
Governance Committee.
Internal controls related to the DMA and corresponding management reviews
relating to sustainability reporting topics have been incorporated in 2024
similar to those in place for financial reporting. These controls are dependent
on the area of sustainability reporting, since a couple of internal functions
contribute, dependent on the topic.
Climate change IRO considerations
Climate-related risks and opportunities are integrated into QIAGEN's strategy
and business model through the enterprise risk management framework.
Managing climate impact requires compliance with relevant legislation and the
implementation of additional policies, actions, and targets within the corporate
strategy.
To further align with regulatory requirements, in particular our IRO for E1,
QIAGEN conducted a comprehensive climate risk assessment in accordance
with EU Taxonomy. To identify our impact on climate, we actively monitor our
GHG emissions by tracking direct emissions and energy consumption across
our sites, as well as upstream emissions in our chain through supplier data,
activity data and financial records. We screen our activities to asses actual and
potential climate impacts in line with our corporate strategy and
decarbonization roadmap. Additionally, we have incorporated climate change
risks into our existing enterprise risk management structure, engaging with
internal key stakeholders throughout QIAGEN.
In the second half of 2024, QIAGEN conducted a climate risk assessment
within its operations and value chain. This assessment, informed by scenario
analysis, focused on both physical and transition risks, ensuring alignment with
global best practices and our sustainability commitments. The analysis assessed
the resilience of our business model to climate change, incorporating physical
risks, such as extreme weather events and temperature shifts, as well as
transition risks, including regulatory changes and shifts in market demand.
The methodology was embedded into our Enterprise Risk Management (ERM)
framework, and the results were integrated into mid- and long-term business
planning.
The climate risk analysis showed that QIAGEN is exposed to climate hazards
and to transition events. However, financial risks in both cases were assessed
as not being material. Taking into account existing mitigation measures,
QIAGEN demonstrates a high level of resilience, with no significant climate-
related risks.
Physical risks
The risk assessment identified exposure to 28 climate hazards, including rising
temperatures, droughts, water scarcity, heavy rainfall and sea-level rise. These
analyses used the latest climate models from the Intergovernmental Panel on
Climate Change (IPCC) AR6, leveraging improved physical process
representations and higher resolution data from the Coupled Model
Intercomparison Project Phase (CMIP6) that feature improved physical process
representations and higher resolutions compared to CMIP5 models.
We applied a location based risk assessment (geospatial coordinates) as
included in the used platform which was provided by a multinational
reinsurance company. Using a well established risk management tool and IPCC
AR6 data, we evaluated hazard exposure (likelihood, magnitude and duration)
under the Shared Socioeconomic Pathway 5- / Representative Concentration
Pathways 8.5 (SSP5-/RCP8.5) high-emission scenario, which projects a global
temperature increase of 4.4°C by 2100. The SSP5-/RCP8.5 scenario is seen as
essential for assessing our resilience, as it represents a high Greenhouse Gas
concentration pathway, compelling us to account for severe climate impacts.
By embedding this scenario into our strategic framework, we seek to ensure its
robustness against extreme future conditions while supporting compliance with
international climate agreements. The assessment covered short-term (current),
midterm (2030), and long-term (2050) timeframes, providing a comprehensive
analysis of climate-related physical risks. QIAGEN differentiates as follows:
short-term (one year), medium-term (two to five years), long-term (over five
years). Our long-term planning of 2050 additionally covered the expected life-
time of the assets.
The analysis focused on key sites critical to our operations, including Company-
owned facilities, warehouses, and selected supplier locations, prioritizing those
with moderate to critical revenue significance in line with our ERM. The
assessment focused on company-owned locations, warehouses, and supplier
sites using the QIAGEN global risk management scale. Sites with moderate,
major, or critical revenue significance were prioritized to ensure business
continuity. A total of seven QIAGEN sites, 13 supplier sites and two
warehouses were identified.
While customer site disruptions have limited impact, we have a diversified
customer base, and products are typically sold before reaching customers, with
no significant assets located at those sites. Therefore, downstream value chain
was excluded.
We assessed the site-specific exposure to the 28 climate variables including
likelihood, magnitude and duration as they have been defined by the EU
Taxonomy (Commission Delegated Regulation (EU) 2021/2139) and the
CSRD. For sites with high and very high hazard exposure, we assessed
sensitivity by evaluating potential impacts such as business interruption,
property damage, and additional costs.
To refine the analysis and understand residual risks, we incorporated existing
adaptation measures, including cooling systems, flood protections, and
business continuity plans.
Similarly, for supplier sites and warehouses, risks were evaluated for their
potential to disrupt supply chains, incorporating measures like inventory buffers
to mitigate impacts. The focus was on climate variables that could cause
disruptions of the supply chain. Climate variables that are not likely to result in
an interruption to the supply chain were excluded from the analysis.
Our climate assessments employed rigorous scenario methodologies to test the
resilience of our business. The SSP5-/RCP8.5 scenario was used to stress-test
potential physical risks.
Transition risks and opportunities
Transition risks were evaluated as part of the shift to a low-carbon economy.
When assessing transition risks and opportunities, we assumed a shift towards
a low carbon scenario. Therefore, we used a 1.5° aligned bespoke climate
transition scenario.
The 1.5°C scenario supports our Science-Based Targets initiative (SBTi)
commitment and facilitates alignment with critical financial assumptions in our
transition plan.
This included policy changes (carbon pricing, energy, efficiency and
sustainable packaging regulations), market dynamics (demand for sustainable
products, increased raw material costs), technological advancements, and
reputational considerations (transition events), reflecting strengthened climate
policies, increased ESG investments, and higher adoption of renewables.
We identified and assessed potential risks and opportunities across short-/,
medium-/ and long-term horizons.
Each was scored for likelihood of exposure to transition events and financial
impact (sensitivity) including magnitude and duration of these events, focusing
on compliance costs, technology investments, market shifts, and reputational
outcomes.
Risks that are unlikely to occur or have a minor financial impact were not
prioritized to concentrate on significant events. This targeted approach allows
us to prioritize actions that support resilience and capitalize on emerging
opportunities.
Resource use and circular economy
In our double materiality assessment, we examined QIAGEN's business
activities in connection with the topic resource use and circular economy taking
into consideration QIAGEN's own operations and its upstream and
downstream value chain. QIAGEN's assets were not reviewed as part of the
process.
Pollution
As part of our double materiality assessment and based on its methodology, we
screened our sites and business activities and examined whether there are
actual or potential IROs with regard to the topic of pollution.
We conducted the assessment in the context of QIAGEN's own operations
and/or within our upstream and downstream value chain. We did not identify
material IROs.
Water and marine resources
In relation to the topic water and marine resources, we analyzed actual and
potential IROs as part of the 2024 materiality assessment. QIAGEN's assets
were not reviewed as part of the process.
To further assess the future relevance of the topic, QIAGEN in 2024 carried out
a water risk assessment using the WWF risk filter (online-based tool).
On the basis of the exact location data of the production sites, no sites were
identified that are located in or near an area with high water stress. Through
this process, we established that we currently do not have any material IROs
related to water.
Biodiversity
The topic of biodiversity was not identified as material as part of the double
materiality assessment.
In a subsequent assessment applying the WWF risk filter, the Shenzhen site in
China (representing about 1.4% of the global footprint of our sites) was
identified as having a high scope risk. However, we do not anticipate any
severe negative impacts on biodiversity at this site.
It already has established processes certified under ISO 14001, and
production is conducted in controlled environments (such as laboratories) with
no direct interaction with natural habitats.
Additionally, no equipment in the site's outer area generates noise nor
emissions that poses a threat to wildlife. Nevertheless, we will closely monitor
this site and perform annual assessments.
In terms of Pollution, Water and Marine Resources and Biodiversity, we did not
engage in consultations with affected communities in assessing IROs due to the
nature of our business activities at these sites and potential threats.
Business conduct
In relation to business conduct matters as part of the double materiality
assessment in 2024, we analyzed actual and potential IROs. Sectors outside
QIAGEN’s business model were not taken into consideration.
At a Glance: Our targets and achievements
2024 Goal (short-term)**
2024 Achievement
Outlook (mid- to long-term)**
Chapter
Environment
SBTi target across all scopes
Net-zero by 2050
SBTi target Scope 1 and 2: 4.2% emission reduction per year
(2020 baseline year)
14% emission reduction compared to
2023
42% emission reduction in Scope 1 and 2 GHG
emissions by 2030
Climate change
(Management of Scope 1
and 2 emissions)
Scope 3: > 20t plastic reduction
> 25 t reduction
25% emission reduction scope 3.6, 3.11, 3.12 by
2030
Resource use and circular
economy
Climate change
(Management of Scope 3
emissions)
54% of suppliers by emission with sustainable engagement
goals
57%
67% of suppliers by emission with sustainable
engagement goals 2027
Climate change (Partnering
with our suppliers)
Social
Top Employer Recognition Award - at least one per region in
minimum*
4 in EMEA, 3 in Americas, 4 in APAC
Be the industry employer of choice by attracting,
developing and retaining diverse top talent
increase representation of woman in leadership positions by
1% over 2023*
2%
increase representation of woman in leadership
positions year over year
Diversity & Inclusion
Achieve Top Employer LGBTQ+ with 100% score on 2024
Corporate Equality Index (CEI)*
100%
Build upon the current environment to further empower
and value every employee
<0.7 DART (per 100 employees)*
Reduced number of Incidents that result in Days Away,
Restricted and Transferred work
0.36
Working towards ISO certification at key manufacturing
sites to progressively elevate our safety culture and
performance
Occupational Health and
Safety
≥64 NPS-T Service score*                                                   
min. of 62 NPS-T Customer care score
69.7
60
Exceeding the expectations of our customers in
continually assessing their satisfaction with the help of
the Net Promoter Score (NPS) methodology
Consumers and end users
( Customer satisfaction )
Governance
>85% cyber security awareness training
>90%
Increase QIAGEN's cyber resilience. Certify QIAGEN’s
main production location under ISO 27001
Business conduct
( Data and Cyber Security )
*Team Goals (read more in Chapter General Information, Integration of sustainability-related performance metrics);
**QIAGEN differentiates as follows: short-term = 1 year, mid-term = 1 year up to 5 years, long-term = more than 5 years
Climate Change
Environmental approach
As an international corporation in life sciences and molecular diagnostics,
QIAGEN recognizes the need to decrease the negative climate-related impact
of our business. Our operations – including research and development,
manufacturing, and transportation across the value chain – contribute to GHG
emissions.
By implementing proactive adaptation measures and strategic planning, we
aim to mitigate associated risks presented by climate change, reinforcing our
commitment to sustainability and long-term resilience.
As part of our 2024 materiality analysis, we have identified the following
material impact and risks as defined in chapter General Information, Double
materiality analysis:
Description
Allocation
in the value
chain*
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Actual
negative
impact
QIAGENs operations
and business activities
contribute to GHG
emissions
Along the
whole value
chain
Short-term
E1
Climate change;
Climate change
mitigation;
Energy
Risk
Physical climate risk:
Impact on our 
business operations 
due to extreme
weather events and
hazards can limit
production capacities
and capabilities
Along the
value chain
Medium-term
E1
Climate change;
Climate change
adaptation
Risk
Risk of transitioning to
a 1.5-degree
economy:
Increased costs due to
for example 
regulatory
requirements and
rising operating
expenses and revenue
declines due to
insufficient investment
in sustainable
products and services
Along the
whole value
chain
Long-term
E1
Climate change;
Climate change
mitigation
*Along the whole value chain is defined as follows: From purchasing raw materials and semi-
finished products (upstream) through the manufacturing (own operations) to the distribution of
finished products and services (downstream).
To align our climate efforts with the Paris Agreement’s goal of limiting global
warming to 1.5°C, we have implemented structured measures to manage and
mitigate these impacts. The QIAGEN Climate Working Group, a dedicated
project team within our Corporate ESG Committee, is responsible for
developing and implementing our climate strategy based on the set SBTi
targets. This strategy is informed by a comprehensive climate scenario analysis,
ensuring a science-based approach to emissions reduction.
In 2021, we aligned our mid- and long-term carbon reduction targets with the
SBTi and committed to significantly reducing our carbon footprint.
Building on this commitment, in 2024, we initiated the development of a
transition plan in accordance with the requirements set out in the ESRS. This
plan focuses on climate change mitigation and aligning our operations with the
global goal of limiting warming to 1.5°C. The transition plan will be published
no earlier than 2026. Further details on our climate commitments are included
in this report.
Science Based Target Initiative (SBTi) validation
As part of our commitment to minimize the negative climate-related impact of
our business, we have set climate reduction targets which have been validated
by the Science Based Target initiative (SBTi) and report our emissions based on
the GHG Protocol. We include carbon dioxide (CO2), methane (CH4) and
nitrous oxide (N2O) in our GHG calculation. Our climate ambitions and goals
have been reviewed and approved by our Managing Board and by our
Supervisory Board (ESG & Nomination Committee).
We engaged various stakeholders, including climate specialists and finance
leadership, in setting SBTi. The proposed targets were reviewed and approved
by senior committees in 2021. They are based on the SBTi cross-sector
pathway and have been thoroughly assessed to ensure alignment with the Paris
Agreement goals.
Our targets have been independently validated, SBTi assures they meet the
criteria to reduce GHG emissions in line with a 1.5°C trajectory. Our
established targets are based on a 2020 baseline year, which reflects our
standard business operations, even though we faced the challenges of the
COVID-19 pandemic. The targets are defined as follows:
Overall net-zero target: We have committed to reaching net-zero GHG across
the value chain by 2050 from 2020 as the base year.
• Near-term targets: We have committed to reducing absolute Scope 1 and
2 GHG emissions 42% by 2030 from a 2020 base year. We also commit to
reducing our absolute Scope 3 GHG emissions from business travel, use of
sold products, and end-of-life treatment of sold products by 25% within the
same timeframe. We further commit that 67% of our suppliers by emissions
covering purchased goods and services, capital goods and upstream
transportation and distribution will have science-based targets by 2027.
• Long-term targets: We have committed to reducing absolute Scope 1, 2 and
3 GHG emissions 90% by 2050 from 2020 as the base year.
After analyzing GHG emissions from key assets and products (locked-in GHG
emissions), we found that our product disposal minimally contributes to Scope 3
emissions, and emissions from product use represent an insignificant amount of
the total emissions.
This analysis is based on a life-cycle assessment of sample products
representing QIAGEN’s best-selling consumables product. With potential
natural gas consumption reduction through heat pumps and green electricity
use, we determined that locked-in GHG emissions are not significant and
therefore they will not pose any hindrance to our carbon roadmap or SBTi
target achievement.
Furthermore, our operations and activities are currently not regulated by a
carbon pricing system and we did not finance GHG removals and GHG
mitigation projects through carbon credits.
For 2024 we defined the following key targets:
• Scope 1&2: 4.2% annual emissions reduction (2020 as base year). By
2024, we exceeded it, achieving a 14% reduction in GHG emissions
compared to 2023. Compared against the 2020 base year we achieved a
reduction of 28% or 5.779 tCO2e.
• Supplier engagement goal: Suppliers by spend further developed towards
achieving the SBTi target by end 2027. (For details refer to section
Partnering with our suppliers in this chapter)
We conducted internal reviews and continuously monitor and report on our
progress towards these targets. This includes regular updates to the Board.
In our current reporting period, we have not yet established specific targets for
Scope 1 and 2 individually and for Scope 3 emissions. However, we are
committed to defining these targets by 2025 and further evolving them in sync
with the development of our transition plan.
We have linked the remuneration to the achievement of a climate-related goals.
Please refer to the section Integration of Sustainability-Related Performance
Incentive Schemes.
GHG emissions reduction targets
Percentage of Scope 1 Greenhouse gas emissions reduction (as of
emissions of base year)
42%
Percentage of market-based Scope 2 Greenhouse gas emissions
reduction (as of emissions of base year)
42%
Climate policy
Our Climate policy addresses all employees, especially those in the Climate
working group and those with responsibilities across the whole value chain
from sourcing of our raw materials, to developing, producing, packaging and
distributing our products, understand and comply with the established
guidelines to manage impacts and risks effectively. This global policy applies to
all QIAGEN sites and personnel involved in upstream and downstream
activities, excluding direct application to customers and suppliers. Our Climate
Policy outlines the climate targets we have committed to, as well as how
climate-related targets, physical and transition risks are identified and
managed. It further describes how the Climate Working Group is integrated
within the organization to address climate change mitigation and adaptation
measures. The Head of ESG Strategy is accountable for this policy and reports
to the Senior Vice President Head of Global Operations. Chaired by the Head
of ESG Strategy, the Climate Working Group reports its progress quarterly to
the Executive Committee and semi-annually to the Nomination & Governance
Committee of the Supervisory Board.
Actions
Our actions to reduce GHG emissions are summed up in our decarbonization
roadmap. They are described in more detail in the following chapters.
ILLU_2204_CC_GEN_ESG_Roadmap_2.svg
QIAGEN Carbon Reduction Roadmap
Start fleet transition to
electric cars U.S./Europe
Switch to green
electricity at key sites
Launch first eco-friendlier
product line QIAwave
New car
policy
Move to renewable
heating in Hilden
Develop circular and
sustainable design guidelines
Cooperate with customers to
identify recycling options
Ongoing fleet transitions
in EU and US
Switch further sites to
green electricity
Bio-based initiative or
promotion of Go Greener
program
Complete fleet transitions
in U.S./Europe
Use renewable energy
for all sites in scope
Launch sustainable design
based products
Alternative Fuels (such as SAF
or SMF) for Shipments
Resource Efficiency – Circularity
Projects (e.g. Re-grind)
Optimizing cold chain logistics
Promotion of recycled content
and circular products
Summary of activities working towards our SBTi target achievement, with a 2020 baseline.
Years reflect the implementation or the planned implementation of the actions.
To develop our first draft of the decarbonization roadmap, we engaged a
diverse group of stakeholders, including climate specialists, internal teams, and
finance leaders. Among others, these stakeholders included experts in energy
management, circular economy, supplier, and industry partners. We conducted
thorough assessments of our current emissions and identified key areas for
improvement. Details of this roadmap are disclosed in the following chapters.
Decarbonization of our own operations
Management of Scope 1 and 2 emissions
To achieve our SBTi target of 42% cut in GHG emissions by 2030, focusing on
Scope 1 and 2, the following actions are taken care for. Key measures include
transitioning from gas to renewable electricity and acquiring Energy Attributed
Certificates (EAC).
The CRM prioritizes our major manufacturing sites in Germany and the U.S. In
2023 the installation of a wood pellet burner and heat pumps at our largest
manufacturing site in Hilden, Germany, significantly contributed to our carbon
reduction targets in 2024.
In 2024 the Germantown, Maryland, USA, site implemented several Building
Management System programs to improve and reduce the energy demand for
heating and cooling and replaced equipment fueled by natural gas with
electricity.
ISO certification is integral to our Climate strategy. We achieved ISO 14001
Environmental Management System certification in China for QIAGEN
Shenzhen Co. Ltd and in Italy QIAGEN S.r.l. in 2023 as well as in Hilden
Germany, QIAGEN GmbH in 2024 . Our sites in Germantown and
Manchester, UK, are also preparing to be certified to ISO14001 in 2025 and
Hilden to be certified to ISO50001 Energy Management by March 2025.
We also consider achieving Leadership in Energy and Environmental Design
(LEED), the Building Research Establishment Environmental Assessment Method
(BREEAM) or the German Sustainable Council (DGNB) certified green buildings
when entering into new lease contracts to underpin our ambitions to operate
highly efficient and cost-saving buildings with utilization of eco friendly
(circular) installments and materials. Until 2024 we achieved green building
certifications at buildings in our major owned sites in Germany (Hilden), North
America (Germantown), and the leased building in the U.K. (Manchester) under
LEED or BREEAM. The new business expansion at our Frederick site in North
America achieved LEED gold certification in 2024. We have recently signed a
lease contract for a Manufacturing and R&D site in Barcelona, Spain, in a
building which is LEED platinum certified.
Use of renewable energy
In 2024, we purchased energy attribute certificates (EACs) for Hilden,
Germany, as well as for all facilities in the United States and China, which are
sourced from unspecified renewable electricity. Our sites in Sweden and in the
Netherlands source their EACs from hydroelectric and wind turbines. We are
planning to transition other locations to renewable energy sources in
accordance with our CRM in the coming years.
Decarbonization of our value chain
Management of Scope 3 emissions
Defining and implementing our Scope 3 decarbonization program presents
several challenges. For instance, strict regulatory requirements and quality
standards must be carefully considered during product development and
manufacturing. To address these issues, we have created the role of Associate
Director for Climate and Circularity directly reporting to the Head of ESG
Strategy and Impact Programs in 2024.
Several working groups and departments, such as the Plastic Reduction Group,
the Sustainable Design Guidelines Working Group, Research and
Development, Transport & Distribution and Procurement support the Scope 3
decarbonization plan.
In the reporting year, we focused on initiatives to enhance sustainability across
our operations. Key efforts included the development of sustainable design
concepts, calculating the product carbon footprint of our instruments, ongoing
emissions data base lining, reducing plastic in products and packaging, and
piloting a bio-based plastic project.
Our GHG data analysis revealed that plastics are the primary material-based
GHG driver, making this a critical focus area.
In 2024, we enhanced our Scope 3 emissions data model by incorporating
mass- and volume-based data for our leading products.
We intend to progressively augment this model with additional data to focus
our efforts on effective targets and measures. As part of our data initiative, we
performed a circularity assessment for one of our top-selling products,
concentrating on recyclability to identify areas for improvement. To further
refine our data model we gained insights into customer waste streams. A survey
launched in early 2024 showed that laboratory waste management practices
are mature and that clients recycle QIAGEN packaging and kit components.
Based on the data and insights we gained in 2024, quantitative scenario
analyses and decarbonization pilot-projects will be conducted in 2025. The
results will enable us to determine short- and and further mid-term targets.
Partnering with our suppliers
Collaborating with suppliers is crucial in meeting our greenhouse gas reduction
targets. We hold our suppliers to high environmental standards that align with
our sustainability objectives. Through strategic collaborations, we engage in
joint projects, events, and training. Strengthening these partnerships remains a
core focus of our approach.
In 2024, we deepened engagement with selected suppliers to develop a joint
strategy for achieving our climate commitments. This engagement activity
involved:
• A sustainability commitment letter from our Head of Global Procurement.
• A detailed questionnaire on emissions measurement and environmental
standards.
• An information package on our SBTi commitment, related goals, and supplier
maturity analysis.
To ensure continued supplier engagement each procurement category had
sustainability measures build into their 2024 KPI’s as such supporting our SBTi
supplier engagement.
In the reporting year we mapped the maturity of our suppliers towards
achieving this engagement target and categorized them in the following
maturity levels:
Level 0: No information available
Level 1: 1 Environmental and 1 Social target
Level 2: Scope 1 and 2 calculated
Level 3: Scope 3 calculated
Level 4: Setting a science-based target in the next 3 years
Level 5: Having a short-term science-based target in line with SBTi
Level 6: Having a net-zero target in line with SBTi
Suppliers with a maturity level between 4-6 fall under the SBTi Supplier
Engagement Target. In 2024, suppliers accounting for 57% of emissions
reached level 4-6, which means that additional suppliers corresponding to 10%
of emissions, 67% in sum, must be included in our ongoing efforts to further
develop and enable them to set their own science-based GHG emissions
reduction targets by 2027.
QIAGEN SBTi supplier engagement based on emissions* (Level 4-6)
14182
13%
21%
28%
50%
57%
SBTi goal
67%
*QIAGEN's SBTi supplier engagement, based on emissions results, are unassured in 2021, 2022
and 2023
In 2025 we plan to establish individual ESG improvement plans with key
partners that are essential for reaching the QIAGEN emission targets by end
2027 and that do not yet have committed to SBTI targets.
Methodologies and definitions
• The Supplier Engagement Target measures the total emission’s
percentage of suppliers who have set a science-based climate target
(SBT). The Supplier Engagement Target focuses on suppliers from the
emission categories – Purchased Goods and Services (Scope 3.1) and
Upstream Transportation and Distribution (Scope 3.4). The goal of the
engagement target is to ensure that by end of 2027, 67% of
QIAGEN’s suppliers, measured by their emissions share, have set
science-based targets.
• Each year, we review the climate target programs of selected
suppliers to assess their maturity and categorize them into different
climate readiness levels.
Energy efficiency
Energy consumption from non-renewable sources
Energy consumption and mix
2024 (MWh)
2023 (MWh)
(unassured)
(1) Fuel consumption from coal and coal products
—
—
(2) Fuel consumption from crude oil and petroleum
products
15,496
19,028
(3) Fuel consumption from natural gas
34,313
41,160
(4) Fuel consumption from other fossil sources
—
—
(5) Consumption of purchased or acquired electricity,
heat, steam, and cooling from fossil sources
8,594
17,503
(6) Total fossil energy consumption (MWh)
(calculated as the sum of lines 1 to 5)
58,403
77,691
Share of fossil sources in total energy consumption
(%)
59.6%
72.5%
(7) Consumption from nuclear sources (MWh)
375
756
Share of consumption from nuclear sources in total
energy consumption (%)
0.4%
0.7%
Energy consumption from renewable sources
(8) Fuel consumption for renewable sources,
including biomass (also comprising industrial and
municipal waste of biologic origin, biogas,
renewable hydrogen, etc.) (MWh)
2,390
—
(9) Consumption of purchased or acquired electricity,
heat, steam, and cooling from renewable sources
(MWh)
36,764
28,720
(10) The consumption of self-generated non-fuel
renewable energy (MWh)
—
—
(11) Total renewable energy consumption (MWh)
(calculated as the sum of lines 8 to 10)
39,154
28,720
Share of renewable sources in total energy
consumption (%)
40.0%
26.8%
Total energy consumption (MWh) (calculated as the
sum of lines 6, 7 and 11)
97,932
107,167
Energy intensity from activities in high climate impact sectors*
2024
(unassured)
Total energy consumption from activities in high climate impact sectors
(MWh)
97,932
Net sales from activities in high climate impact sectors ($ millions)**
1,978
Energy intensity (MWh/$ millions)
50
*Our business sector is part of the industrial manufacturing sector. All of QIAGEN's energy
consumption is considered as related to high climate impact sectors.
**Net sales as shown in Consolidated Income Statement
Methodologies and definitions
Scope and consolidation: Energy consumption data is collected per site
per energy type through a central reporting tool. All data was converted
centrally into MWh.
Total energy consumption: Total energy consumption is the sum of fossil
energy consumption, nuclear energy consumption and renewable energy
consumption.
Fossil energy consumption: Fossil energy consumption encompasses all
fossil-based energy consumption that is consumed/combusted at
QIAGEN controlled sites. Fossil energy consumption at QIAGEN
includes the fuel consumption from crude oil and petroleum products:
Heating Oil, Diesel, Gasoline. Fuel consumption from natural gas:
Natural gas, Propane
Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources: District Steam, Electricity
Renewable energy consumption: Renewable energy consumption
encompasses all renewable energy consumption, including renewable
electricity from green tariffs, wood waste and Biodiesel.
Fuel consumption from renewable sources including biomass: Wood
waste, Biodiesel
Fuel consumption of purchased or acquired electricity, heat, steam and
cooling from renewable sources: Renewable electricity sourced from third
parties
Nuclear energy consumption: Nuclear energy consumption encompasses
the average share of nuclear sources in country-specific electricity mixes.
The calculation is based on estimates, utilizing data from the scientific
online publication “Our World in Data.”
Minimize carbon footprint
Comparisons to prior year
The following information on comparisons to the prior year are unassured as
the base year data for 2023 is unassured.
In 2024, our Scope 1 and 2 market-based emissions decreased by 14% or
2,466 tCO2e compared to 2023, thanks to decommissioning of our combined
heat and power plant (CHP) and the extended use of the new wood pellets
boiler in Hilden, replacement of fossil energy using equipment and set point
adjustments in the building management system (BMS) at our Germantown site
and to EACs for Germany, Sweden and the Netherlands. Our total Scope 3
emissions decreased by approximately 4% (319,571 t CO2e) compared to the
year-ago period.
This reduction was influenced by a decrease in the Scope 3.4 Transportation
and Distribution subcategory. Overall we recorded a slight reduction of
transportation volume in connection with a change of the service provider
portfolio. In addition service and packaging optimization measures led to
weight reduction and a corresponding emission reduction by our Transport and
Logistics service provider.
The increase in Scope 3.3 Fuel and Energy Related Activities is due to the
migration to new software that uses updated emission factors for emission
calculations, moving away from the conservative approach used for green
electricity.
Compared to the previous year, the greater decrease achieved in Scope 3.11
Use of Sold Products is due to fewer sales of instruments. The slight 4% increase
in Scope 3.12 is attributed to the higher number of sold kits. A smaller
decrease compared to the previous year is observed in Scope 3.5 Waste
Generated in Operations, due to the implementation of a more granular
calculation methodology in 2024. Scope 3.7 Employee Commuting saw a 5%
reduction compared to the previous year, based on new commuting
assumptions for EMEA and corrected data for the APAC region.
The remaining subcategories, 3.1 Purchased Goods and Services and 3.6
Business Travel, also experienced slight decreases. In 2024, we included a
new subcategory, 3.15 Investments, due to new acquisitions in our emission
calculations.
Gross Scope 1,2,3 and Total GHG emissions
Retrospective
Milestones and target years
GHG emissions (tCO2 e)
Baseline
(2020)
Comparative
(2023)
unassured
2024
% Change
2024/2023
unassured
2025
2030
2050
Annual %
target /
Baseline
(2020)
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions
10,202
13,375
11,378
(15)%
8,060
5,917
1,020
4.2%
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG emissions
19,239
19,505
14,718
(25)%
n/a
n/a
n/a
-
Gross market-based Scope 2 GHG emissions
10,416
3,930
3,461
(12)%
8,229
6,041
1,042
4.2%
Scope 1&2 GHG emissions (market-based)
20,618
17,305
14,839
(14)%
16,289
11,958
2,062
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions
(tCO2e)
405,569
334,119
319,571
(4)%
54,311
352,036
39,232
Percentage of primary data in Scope 3 (%)
n/a
n/a
5%
n/a
n/a
n/a
n/a
1 Purchased goods and services(1)
293,619
254,498
247,399
(3)%
n/a
271,598
29,362
2.5%
3 Fuel and energy-related activities
3,007
4,654
5,504
18%
n/a
n/a
n/a
4 Upstream transportation and distribution(1)
36,633
31,086
21,640
(30)%
n/a
33,886
3,663
2.5%
5 Waste generated in operations
3,628
2,630
2,470
(6)%
n/a
n/a
n/a
6 Business traveling
7,900
11,633
11,363
(2)%
6,913
5,925
790
2.5%
7 Employee commuting
6,613
8,970
8,536
(5)%
n/a
n/a
n/a
11 Use of sold products
1,534
979
881
(10)%
1,342
1,151
153
2.5%
12 End-of-life treatment of sold products
52,635
19,669
20,407
4%
46,056
39,476
5,264
2.5%
15 Investments
n/a
n/a
1,371
—%
n/a
n/a
n/a
Total GHG emissions
426,187
351,424
334,410
(5)%
70,600
363,994
41,294
Total GHG emissions (location-based) (tCO₂e)
435,010
366,999
345,667
(6)%
Total GHG emissions (market-based) (tCO₂e)
426,187
351,424
334,410
(5)%
(1)We are committed that 67% of our suppliers by emissions covering scope 3.1. purchased goods and services and scope 3.4 upstream transportation and distribution, will have science-based targets by
2027 (supplier engagement goal).
Methodology
Overall, we apply the Corporate Accounting and Reporting Standards as
outlined in the Greenhouse Gas Protocol (GHG Protocol) for the GHG
emissions reporting. Further we consider the same companies in the
GHG accounting as in the financial reporting. Hence, the consolidated
GHG emissions include all emissions from subsidiaries where QIAGEN
has financial control. Please refer to section General information ,
Sources of estimation and outcome uncertainty.
Scope 1 covers direct GHG emissions from the combustion of fossil fuels
on the QIAGEN premises and by company vehicles. Scope 2 covers
indirect GHG emissions originating from the external generation of
electricity for our operational and business activities. They are reported
using both a location-based and market-based approach. A market
based calculation method for Scope 2 emissions reflects emissions
calculated with the energy source mix used by each of our sites and is
our first priority. A location-based method reflects the average emissions
intensity of grids on which energy consumption occurs and is only made
when market-based is not available.
Scope 3 covers upstream and downstream emissions that occur along
our value chain. The sub-categories are reported separately in the table
Corporate Carbon Footprint (CCF) by Emissions Category shown above.
We have initially assessed the applicable scope 3 categories in 2018
and monitor a potential re-assessment only in case a triggering event
occurs since our overall business model has not changed.
As in 2023, we considered also in 2024 the following categories as relevant to
our operations: Scopes 3.1. (purchased goods and services), 3.3. (energy-
related activities), 3.4. (upstream and downstream transportation and
distribution), 3.5. (waste in operations), 3.6. (business travel), 3.7. (employee
commuting), 3.11. (use phase of sold products) and 3.12. (end of life treatment
of sold products). Additionally in 2024, we included a new subcategory, 3.15.
(Investments) in our emission calculations, due to new acquisitions.
In 2023, to manage our environmental performance effectively, we
implemented a new tool to enable our individual facilities to collect and report
their indicators, allowing for transparency and accurate reporting. Our
consolidated environmental indicators for two consecutive years are shown in
the table below. The data are also displayed as a ratio of consolidated net
sales, for short- and long-term monitoring.
GHG intensity
(market-based) per net
sales
2024
2023
(unassured)
%
(unassured)
Total GHG emissions
(market-based) (tCO₂e)
334,410
351,424
(5)%
Total net sales in
$ millions*
1,978
1,965
1%
Total GHG emissions
intensity (tCO2 e/
$ million)
169
179
(6)%
*Net sales as shown in Consolidated Income Statements
GHG intensity
(location-based) per
net sales
2024
2023
(unassured)
%
(unassured)
Total GHG emissions
(location-based) (tCO₂e)
345,667
366,999
(6)%
Total net sales in
$ millions*
1,978
1,965
1%
Total GHG emissions
intensity (tCO2 e/
$ million)
175
187
(6)%
*Net sales as shown in Consolidated Income Statements
In 2024, both market-based and location-based GHG intensity per net sales
decreased by 6%. We use the GHG intensity ratio, which looks at the amount
of total GHG emissions including Scope 1&2 market-based emissions and all
Scope 3 categories emissions in relation to our total net sales (net sales value
was retrieved to calculate the GHG emission intensity).
EU Taxonomy
Under the Green Deal, the European Union is striving for a green transition of
its economy. The deal calls for sustainable growth by mitigating climate
change, protecting the environment and preserving biodiversity. To help reach
its goal of climate neutrality by 2050, the European Union aims to redirect
capital flows towards sustainable investments and projects.
The Taxonomy-Regulation is part of the EU Action Plan on Sustainable Finance
and contains a classification system for environmentally sustainable business
activities. Under the Regulation’s disclosure obligations, companies will be
required to disclose their share of Taxonomy-eligible and -aligned activities.
This will increase transparency and allow investors to make decisions according
to sustainability aspects.
The EU Taxonomy-Regulation defines six environmental objectives to which the
economic activities listed in the Regulation and its delegated acts can
contribute:
• climate change mitigation
• climate change adaptation
• sustainable use and protection of water and marine resources
• transition to a circular economy
• pollution prevention and control
• protection and restoration of biodiversity and ecosystems
The EU Taxonomy distinguishes between two levels: Taxonomy-eligibility and
Taxonomy-alignment. Beginning in 2023, all six environmental objectives need
to be considered. According to Article 8 of the Taxonomy-Regulation, in
conjunction with the Delegated Acts for the reporting year 2024, key figures on
turnover, operational and capital expenditures are to be reported for
Taxonomy-eligible and Taxonomy-aligned economic activities. The tables
provided within the Delegated Act on Article 8 are to be used for the
presentation of the key figures.
Taxonomy-eligibility and taxonomy-alignment
An economic activity is Taxonomy-eligible if it fulfills the description given in the
Delegated Act of the corresponding environmental objective. For Taxonomy-
alignment, an economic activity must additionally comply with the technical
screening criteria and minimum safeguards.
The technical screening criteria are composed of the substantial contribution
criteria and the do no significant harm criteria:
• Substantial Contribution: Companies must meet defined technical
requirements, for example regarding the level of CO2 emissions of an
economic activity.
• Do-No-Significant-Harm (DNSH): Companies must ensure that the
contribution to one of the six environmental goals does not do significant
harm to the environmental objectives. This must be verified through, for
example, a climate risk analysis.
The underlying requirements for Substantial Contribution and DNSH are
documented for each individual economic activity in the Delegated Act of the
corresponding environmental objective. For the minimal social safeguards, an
approach is set at the corporate level for every activity through which the
reporting company must prove its compliance with the following frameworks:
• International Bill of Human Rights
• International Labor Organization Declaration on Fundamental Rights and
Principles at Work
• UN Guiding Principles on Business and Human Rights
• OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines)
We did not collect evidence for the fulfillment of the Minimum Social
Safeguards for 2024 but we are in the process of identifying any gaps to the
respective requirements in line with the updated OECD guidelines with the
aspect of Science, Technology and Innovation.
Determination of taxonomy-eligible business activities
In an initial screening, we examined our whole portfolio to determine relevant
business activities. Our core business is not covered by the Climate Delegated
Act on the environmental objectives of Climate Change Mitigation and
Adaptation that has been submitted to date. The Environmental Delegated Act
was adopted in June 2023 during a comprehensive workshop where the
business activities of the four new environmental objectives were assessed. We
have identified specified activities related to the transition to circular economy
and climate change mitigation which match our business model.
Environmental Objective
EO*
Code
QIAGEN activity
Location
Installation, maintenance and repair of
energy efficiency equipment
CCM
7.3
Renovation of existing
buildings and/ or
building new ones
CapEx
Installation, maintenance and repair of
charging stations for electric vehicles
CCM
7.4
Installation of charging
stations
CapEx
Construction of new buildings
CCM
7.1   
CE 3.1
Construction of new
buildings
CapEx
Renovation of existing buildings
CCM
7.2   
CE 3.2
Renovation of existing
buildings
CapEx
Acquisition and ownership of buildings
CCM
7.7
Leasing of buildings
CapEx
Manufacture of electrical and electronic
equipment
CE 1.2
Purchases of new
computer equipment
CapEx
Transport by motorbikes, passenger
cars and light commercial vehicles
CCM
6.5
Leased passenger cars/
own fleet
CapEx
Repair, refurbishment and
remanufacturing
CE 5.1
Repair and refurbishment
of sold instrumentation
equipment
Turnover
Provision of IT/OT data-driven solutions
CE 4.1
Data visualization and
mapping tools
Turnover
*EO stands for Environmental Objective where Climate Change mitigation is CCM and Circular 
Economy is CE.
All activities which QIAGEN defined as Taxonomy-eligible are allocated to the
climate-change mitigation and circular economy objectives.
We use our internal reporting systems to assess defined KPIs and document
them under standardized data queries to the extent possible, structuring the
format to ensure we are not double-counting our economic activities when
calculating turnover, CapEx, and OpEx.
We disclose the three KPIs below in adherence with Annex II of the Disclosure
Delegated Act and also address the role of nuclear and gas activities as
required under the Complementary Delegated Act of the EU Taxonomy.
Disclosure of the financial KPIs
Turnover
To determine the turnover KPI, the Taxonomy-Regulation requires that the net
turnover, generated with business activities contributing to the respective
environmental objective, is related to the net turnover of the QIAGEN Group as
shown in the Consolidated Income Statements and information provided in
Note 4 "Revenue" in the IFRS Annual Report. As QIAGEN's material, revenue-
generating economic activities are not fully covered by the EU Taxonomy
Regulation, the share of Taxonomy-eligible turnover is 10%.
Taxonomy eligible activities relating to 4.1 and 5.1 for the prior year have
been retrospectively identified and the ratio of turnover eligible activities have
been updated to present the correct comparable percentages for Taxonomy
eligible turnover in the prior year (unassured). Accordingly, the ratio of turnover
eligible activities has changed from previously 0% to 10% of total turnover
(unassured).
With the exception of service activities related to provision of IT/OT data-driven
solutions and software and repair, refurbishment and remanufacturing the
Taxonomy Regulation and its Delegated Acts do not cover our core business or
any other business activity from which QIAGEN generates turnover. In the prior
year we did not disclose turnover related to these activities. We have updated
this information for the current year, which now shows a 5% turnover for IT/OT
data-driven solutions and software, as well as a 5% turnover for repair,
refurbishment, and remanufacturing-related activities in the comparative period. 
We do not disclose turnover from product-as-a-service and other circular use
and result-oriented service models as we have no possibility to determine the
relevant turnover from our systems.
For individual measures as listed in categories 5.1 and 4.1, QIAGEN must also
prove compliance with selected technical screening criteria and the minimum
social safeguards despite the purchased character of the products. The
alignment has not been further assessed for these eligible activities, primarily
because the identified eligible activities are not material for our business model.
In addition, there is currently insufficient data to further assess alignment
criteria, due to the fact that it requires obtaining information from third parties
and various external verifications. Hence compliance with the technical
screening criteria and the minimal social safeguards cannot be ensured by
QIAGEN at this time. Additionally, QIAGEN is currently in the process of
collecting evidence for the fulfillment of the minimum safeguards.
Turnover as disclosed for EU taxonomy purposes agrees to the amount reported
as net sales in the financial reporting (reference is made to the Consolidated
Financial Statements of Income, Net Sales).
QIAGEN reports the following for 2024:
Fiscal Year
2024
Substantial Contribution Criteria
DNSH (Does Not Significantly
Harm) Criteria
Economic activities (1)
Code (2)
Turnover (3)
Proportion of Turnover,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaption (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover, year
N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
kUSD
%
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N
Y;N
Y;
N
Y;
N
Y;
N
Y;
N
Y;N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
n/a
n/a
—
—%
—%
Turnover of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
—
—%
—%
—%
—%
—%
—%
—%
—%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL; N/
EL(b)
EL;
N/
EL(b)
Repair, refurbishment and
remanufacturing
CE 5.1
91,329
5%
N/EL
N/EL
N/
EL
N/
EL
EL
N/EL
5%
Provision of IT/OT data-
driven solutions
CE 4.1
97,885
5%
N/EL
N/EL
N/
EL
N/
EL
EL
N/EL
5%
Turnover of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
189,214
10%
—%
—%
—%
—%
100%
—%
10%
Fiscal Year
2024
Substantial Contribution Criteria
DNSH (Does Not Significantly
Harm) Criteria
Economic activities (1)
Code (2)
Turnover (3)
Proportion of Turnover,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaption (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover, year
N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
kUSD
%
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N
Y;N
Y;
N
Y;
N
Y;
N
Y;
N
Y;N
%
E
T
A. Turnover of Taxonomy
eligible activities (A.1+A.2)
189,214
10%
—%
—%
—%
—%
100%
—%
10%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy- non-
eligible activities
1,789,001
90%
Total
1,978,214
100%
a. Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;
N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
b. EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective.
Capital Expenditures (CapEx)
To determine the Capital Expenditures (CapEx) KPI, the Taxonomy-Regulation
requires that the capital expenditures for business activities contributing to the
respective environmental objective are being brought into relation to the CapEx
for tangible and intangible assets of the QIAGEN Group, including additions
from business acquisitions. This considers net additions to property, plant and
equipment (see Note 10 to the Consolidated Financial Statements), intangible
assets (see other intangible assets, Note 12 to the Consolidated Financial
Statements) as well as to right-of-use assets. In the prior year, we did not include
additions related to business combinations for property, plant and equipment
and intangible assets in the CapEx KPI. Regardless of the immaterial effect, we
have updated the previous percentages in the table. Taxonomy eligible
activities relating to 7.2, 7.7, 1.2 and 6.5 for the prior year have been
retrospectively identified and the ratio of CapEx eligible activities have been
updated to present the correct comparable percentages for Taxonomy eligible
CapEx in the prior year. Accordingly the ratio of CapEx eligible activities has
changed from previously 0.4% to 16 of total CapEx.
The Taxonomy-definition of CapEx considers additions in accordance with the
following IFRS standards:
• Additions to tangible assets (IAS 16)
• Additions to intangible assets (IAS 38)
• Additions to right of use assets (IFRS 16)
• Additions to real estate which is kept as financial investment (IAS 40)
In this regard, we report purchased CapEx which is classified as “CapEx c)” in
the Annex I of the Delegated Act to Article 8.
For purchased CapEx (CapEx c)) the relevant information about compliance
with the Taxonomy-alignment criteria (substantial contribution, DNSH, minimum
social safeguards) needs to be provided by the suppliers. The results of the
respective queries were that the suppliers were not able to ensure their
compliance with the alignment criteria.
For individual measures as listed in categories 1.2, 6.5, 7.1, 7.2, 7.3, 7.4 and
7.7, QIAGEN must also prove compliance with selected technical screening
criteria and the minimum social safeguards despite the purchased character of
the products. Compliance with the technical screening criteria and the minimal
social safeguards cannot be ensured by QIAGEN at this time. Additionally,
QIAGEN is currently in the process of collecting evidence for the fulfillment of
the minimum safeguards.
The total CapEx under the EU taxonomy of $233.5 million is the sum of
additions to property, plant and equipment of $76.5 million, additions to
intangible assets of $112.8 million and right-of-use assets of $44.2 million. We
have not recorded any business combination in the reporting period. These
amounts are shown in the Balance Sheet within non-current assets in property,
plant and equipment and other intangibles assets. Capitalized right of use
assets are shown in right-of-use assets within non-current assets (reference is
made to Consolidated Financial Statements, Consolidated Balance Sheets). 
QIAGEN reports the following for 2024:
Fiscal Year
2024
Substantial Contribution Criteria
DNSH (Does Not Significantly
Harm) Criteria
Economic activities (1)
Code (2)
CapEx (3)
Proportion of CapEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaption (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover, year
N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
kUSD
%
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N
Y;N
Y;
N
Y;
N
Y;
N
Y;
N
Y;N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
n/a
n/a
CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
—%
—%
—%
—%
—%
—%
—%
N
N
N
N
N
N
N
—%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL; N/
EL(b)
EL;
N/
EL(b)
Construction of new
building (c)
CCM 7.1
CE 3.1
14,377
6%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
—%
Renovation of existing
building (c)
CCM 7.2 
CE 3.2
6,242
3%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
5%
Installation, maintenance
and repair of energy
efficiency equipment
CCM 7.3
2,886
1%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
—%
IMR of charging stations
for electric vehicles
CCM 7.4
2
—%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
—%
Acquisition and ownership
of buildings
CCM 7.7
42,808
18%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
7%
Fiscal Year
2024
Substantial Contribution Criteria
DNSH (Does Not Significantly
Harm) Criteria
Economic activities (1)
Code (2)
CapEx (3)
Proportion of CapEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaption (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover, year
N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
kUSD
%
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N
Y;N
Y;
N
Y;
N
Y;
N
Y;
N
Y;N
%
E
T
CE Manufacture of
electrical and electronic
equipment
CE 1.2
2,466
1%
N/EL
N/EL
N/
EL
N/
EL
EL
N/EL
1%
Transport by motorbikes,
passenger cars and light
commercial vehicles
CCM 6.5
6,705
3%
EL
N/EL
N/
EL
N/
EL
N/EL
N/EL
3%
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
75,486
32%
97%
—%
—%
—%
3%
—%
16%
A. CapEx of Taxonomy eligible
activities (A.1+A.2)
75,486
32%
97%
—%
—%
—%
3%
—%
16%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy- non-
eligible activities
158,062
68%
Total
233,548
100%
a. Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;
N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
b. EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective.
c. Construction of new building (CCM 7.1, CE 3.1) and renovation of existing building (CCM 7.2, CE 3.2) primarily relates to climate change mitigation (CCM) and not circular economy activities (CE).
d. Proportion of CapEx/Total CapEx
Environmental Objective
Taxonomy-
aligned per
objective
Taxonomy-
eligible per
objective
Climate Change Mitigation (CCM)
—%
31%
Climate Change Adaptation (CCA)
—%
—%
Water and Marine Resources (WTR)
—%
—%
Circular Economy (CE)
—%
10%
Pollution Prevention and Control (PPC)
—%
—%
Biodiversity and ecosystems (BIO)
—%
—%
Operating Expenses (OpEx)
The Taxonomy-definition of OpEx differentiates significantly from the common
financial definition. It considers non-capitalized expenditures that relate to
research and development, building renovation measures, short-term leases,
maintenance and repairs, and any other direct expenditures relating to the day-
to-day servicing of assets of property, plant and equipment by the undertaking
or third party to whom activities are outsourced that are necessary to ensure the
continued and effective functioning of such assets.
In line with the Delegated Act on Article 8 (Section 1.1.3.2) as well as the FAQ
document published in December 2022 by the European Commission
(Commission Notice 19 December, 2022, question 13), the operating
expenditures as defined according to the Taxonomy Regulation are not material
for QIAGEN's business model.
The total value in the OpEx denominator is 2.8% of total operating costs and is
therefore classified as immaterial. The Taxonomy-eligible or Taxonomy-aligned
costs for the OpEx numerator can be reported as zero due to the immateriality
of the denominator. Thus, QIAGEN's Taxonomy-eligible and Taxonomy-
compliant share of operating costs is 0%.
QIAGEN reports the following for 2024:
Fiscal Year
2024
Substantial Contribution Criteria
DNSH (Does Not Significantly
Harm) criteria
Economic activities (1)
Code (2)
OpEx (3)
Proportion of OpEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaption (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover, year
N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
kUSD
%
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N;
N/
EL (a)
Y;N
Y;N
Y;
N
Y;
N
Y;
N
Y;
N
Y;N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
n/a
n/a
—
—%
—%
OpEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
—
—%
—%
—%
—%
—%
—%
—%
—%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL;
N/
EL(b)
EL; N/
EL(b)
EL;
N/
EL(b)
OpEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0
—%
—%
—%
—%
—%
—%
—%
—%
A. OpEx of Taxonomy eligible
activities (A.1+A.2)
0
—%
—%
—%
—%
—%
—%
—%
—%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy- non-eligible
activities
20,642
100%
Total
20,642
100%
a. Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective;
N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective.
b. EL – Taxonomy-eligible activity for the relevant objective; N/EL – Taxonomy-non-eligible activity for the relevant objective.
QIAGEN's absolute OpEx (in accordance with the Taxonomy Regulation
definition) is immaterial when compared with QIAGEN's absolute OpEx (in
accordance with the financial accounting definition). In this case, the numerator
can be disclosed as zero and all figures are 0%.
Nuclear and fossil gas related activities
Under the requirements of the Disclosure Delegated Act and latest European
Securities and Markets Authority’s (ESMA) enforcement priorities, QIAGEN
reports the following table on nuclear and gas activity:
Nuclear energy related activities
Yes / No
1
The undertaking carries out, funds or has exposures to research,
development, demonstration and deployment of innovative electricity
generation facilities that produce energy from nuclear processes with
minimal waste from the fuel cycle.
No
2
The undertaking carries out, funds or has exposures to construction
and safe operation of new nuclear installations to produce electricity
or process heat, including for the purposes of district heating or
industrial processes such as hydrogen production, as well as their
safety upgrades, using best available technologies.
No
3
The undertaking carries out, funds or has exposures to safe operation
of existing nuclear installations that produce electricity or process heat,
including for the purposes of district heating or industrial processes
such as hydrogen production from nuclear energy, as well as their
safety upgrades.
No
Fossil gas related activities
4
The undertaking carries out, funds or has exposures to construction or
operation of electricity generation facilities that produce electricity
using fossil gaseous fuels.
No
5
The undertaking carries out, funds or has exposures to construction,
refurbishment, and operation of combined heat/cool and power
generation facilities using fossil gaseous fuels.
No
6
The undertaking carries out, funds or has exposures to construction,
refurbishment and operation of heat generation facilities that produce
heat/cool using fossil gaseous fuels.
No
Resource use and circular economy
Our approach
By thoughtfully reassessing the resources we utilize and the impacts generated
by our products and services, we aim to promote circularity and resource
efficiency. Additionally, we strive to stimulate the development of more eco-
friendly products with a reduced negative impact on the environment, such as
those made from recyclable materials. Since plastic is a main raw material we
use, it plays a significant role in our resource efficiency and circularity
measures. The responsibility for implementing actions towards circularity lies
within several areas, including procurement, logistics, production, research and
development, service, and sales. Integration of circularity and resource
efficiency within our daily production and product development processes aims
to contribute to our climate change mitigation and emission reduction efforts.
Our emphasis on circular economy is underscored by the creation of the role of
Associate Director for Climate and Circularity in 2024.
Technical, regulatory, safety, and hygiene standards necessitate the use of
plastics in the production of many of our products, as well as for transport and
packaging. We are actively working to reduce plastics without compromising
product quality. To mitigate the adverse environmental impacts caused by
plastic in transport, packaging and products, we adopted a “replace – reduce
– reuse – recycle – recover”- approach.
In our double materiality assessment for 2024, as defined in the chapter
General Information, Double materiality analysis, we identified the following
negative impacts, risks and opportunities, related to circular economy as shown
in the table below:
Introduction of Circularity Throughout The Value Chain
ValueChain.svg
Preferably
sustainable sourcing
Bio-based Plastics
Collaborating and
developing further
towards SBTi Achievements
Closing the loops
Reduce, reuse,
recycle
Customer survey
on waste
management
Circularity & resources
conservation
Plastic Reduction
ValueChain_Arrows.svg
Circularity
Suppliers
QIAGEN
Customers
Transport
service optimization
Description
Allocation in
the value chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Actual negative impact
Depletion of resources (use of virgin raw material; not enabling
alternative secondary raw materials) and cause of pollution due to
use of fossil based materials or non-renewable resources (especially
oil, gas), which leads to emissions and pollution in nature
(destruction of biodiversity, land-use, increase in emissions (CC) etc.)
Upstream
Short-term
E5
Resource use and circular economy - Resource
inflows, including resource use
Risk
Customers choose other suppliers or our company is removed from
the supplier list if other suppliers can provide better and more
environmentally friendly products
Downstream;
own operations
Long-term
E5
Resource use and circular economy - Resources
inflows, including resource use; Resource outflows
related to products and services
Risk
Higher costs could occur as many recycled /secondary alternatives
are currently only available at a premium and are more expensive
Upstream
Short-term
E5
Resource use and circular economy - Resources
inflows, including resource use; Resource outflows
related to products and services
Opportunity
Optimized usage of material through the Recycle, Reuse, Reduce
(3R) -principles in closing material loops (incl. materials, logistics)
which leads to lower sourcing costs
Own operations
Long-term
E5
Resource use and circular economy - Resources
inflows, including resource use; Resource outflows
related to products and services
Opportunity
Reduced logistics and operational costs due to lighter weight, thinner
materials, and smaller packaging
Along the whole
value chain
Medium-term
E5
Resource use and circular economy - Resources
inflows, including resource use; Resource outflows
related to products and services
Opportunity
Increased product demand as products with a lower carbon footprint
and circularity features are more geared towards the expectations of
our customers
Downstream
Medium-term
E5
Resource use and circular economy - Resources
inflows, including resource use; Resource outflows
related to products and services
Actual negative impact
Environmental burdens, via spreading into soil and aqueous
environment in solid or leachate form, can occur through improper
waste handling and disposal in landfills or by incineration
Own operations
and downstream
Short-term
E5
Resource use and circular economy - Waste
Risk
Increasingly stringent environmental regulations in Europe and the
United States may require stricter controls on emissions, waste
disposal, and resource use. Non-compliance could result in fines and
operational disruptions
Along the whole
value chain
Medium-term
E5
Resource use and circular economy - Resource
outflows related to products and services; Waste
While reduced logistics costs and increased product demand were identified,
we do not expect them to significantly impact QIAGEN's financial position,
necessitating material adjustments to our financial statements in the next year.
Initial investment costs, slow customer adoption, and implementation challenges
may delay savings, while accounting practices and external economic
conditions could further obscure potential benefits.
Middel 14.svg
Plastic.png
Middel 13.svg
Plastic footprint reduction
Reduce
Replace
Recycle
Targets
Plastics
Since the plastics are QIAGEN’s main material-based emission source, we have
expanded the scope of our targeted plastic savings to include transport
packaging, primary product packaging, and operational plastic waste.
>25 tons
reduction
in 2024
Plastic_Reduction.png
Plastic savings in 2024
Material impacts from plastics stem from the depletion of resources through the
use of fossil based, non-renewable resources. We set and met our corporate
project-related target in 2024 of more than 20 tons of plastic reduction, with an
absolute reduction of 25.7 tons. The 2024 plastic KPI is measured by adding
together the savings of all ongoing plastic reduction projects connected to
product, operational and transportation plastic. We achieved this target by
expanding our actions beyond our QIAwave product line to other products.
With our corporate target, we focus on reducing primary plastic materials such
as styrofoam, cling wrap, and plastic trays, and replacing them with renewable
materials or eliminating them with innovative approaches. While these
approaches take the interests of customers directed towards more eco-friendly
products into consideration, we did not involve external stakeholders in the
target setting process. Responsibility for respecting the identified plastics
footprint target is allocated at Global Technical Operations. The plastics
reduction working group monitors the progress, with regular reporting and
accountability measures in place.
For our projects in 2025, we have set a target to achieve an absolute plastic
savings of more than 25 tons. To work towards this goal, our plastic reduction
working group regularly collects and evaluates project ideas. These projects
aim to reduce plastic usage in various areas, including transportation
packaging, product plastic components, and operational processes. One
specific initiative involves using thinner, pre-stretched plastic foil for wrapping
pallets. These targets align with identified material sustainability impacts, risks,
and opportunities related to resource use. For example using less material and
products with a lower plastic footprint positively contributes to the identified
opportunities of lower logistics costs and an increased demand for products
with a lower emission footprint. Currently, there is no financial effect as we
have not yet considered how these opportunities and risks are accounted for.
While we have not yet defined additional targets in 2024, we plan to do so in
2025. For the optimized use of other materials, we are nevertheless working on
incorporating more recycled materials in our product portfolio, also with regard
to packaging (read more in the section Portfolio and product development
below).
Waste management
In 2024, we gathered further data on which waste disposal methods were used
to enable identification of waste targets to reduce further waste going to landfill
and incineration by 2030. We do not have waste targets yet in place but
worked on the definition of them in 2024 and will get them approved in 2025.
Waste targets will be used to steer improvements such as recycling, recovery
and reuse at our operational sites.
Policies
Plastic
In support of our reduction efforts, we adopted a Plastic Policy in 2024,
pointing out circularity aspects by referring to the principles of replace, reduce,
reuse, recycle and recover, considering the waste hierarchy. The policy is
available to all employees and outlines how QIAGEN can reduce its depletion
of resources impact by implementing alternative materials and feedstocks or
replacing single-use plastics with reusable, durable, repairable items for the
opportunity of optimized usage of materials.
The Plastic Policy outlines our actions - primarily in QIAGEN’s own operations -
to reduce the plastic footprint caused by QIAGEN’s products and business
activities, thereby reducing the use of environmentally harmful substances and
non-renewable resources:
• investigating and implementing alternative materials,
• labeling our products accordingly and providing recycling instructions,
• integrating the design-for-recycling requirements into the product
development process,
• replacing single-use plastics with reusable, durable, repairable items,
• amending product development standard operational procedures (SOPs)
The policy is applied across the organization, and the Plastic Working group, a
sub group within the Climate Working group, is accountable for its
implementation and the monitoring of impacts of projects connected to the use
of plastic. The policy addresses actions that occur in the upstream
(e.g., sourcing alternative materials) and downstream value chain (e.g.,
recycling instructions for end-users).
Waste management
Our operational waste is generated primarily from production, research and
development activities conducted at our sites.
Our waste is classified into two main waste streams non-hazardous and
hazardous. Hazardous waste consists of electronic, electrical, chemical and
biological waste and non-hazardous consists of paper, cardboard, plastic,
glass, and compostable waste.
To prevent the negative impact of improper waste handling and disposal into
landfills, we have internal controls at our sites designed to ensure compliant
storage, removal and disposal at end of life.
We have global procedures for the management of waste, which instruct our
sites to apply the theory of waste hierarchy to minimize waste and implement
waste management practices at their site. The waste hierarchy comprises the
prevention of waste, the reuse of materials, the recycling of materials, the
recovery and disposal of waste.
The local sites apply these procedures with documented internal controls which
are specific to the waste streams produced at their site. The site leadership are
responsible for implementation aiming at reducing the risk of non-compliance
with increasingly stringent regulations and to avoid fines or operational
disruptions.
Actions and resources related to resource use and circular
economy actions
Plastic
Through various interactions with our customers, such as events, surveys, and
calls with investors, we have received feedback indicating that there is an
expectation for us to invest in alternative materials and environmentally
conscious solutions while staying cost sensitive. With our decision to minimize
the use of plastic we aim to reduce the risk of customers choosing other
suppliers if they can provide better and more environmentally friendly products.
By developing products with a lower carbon footprint and circularity features
we create an opportunity for an increased product demand as those products
are more geared towards the expectations of our customers. Our global cross-
functional plastic reduction team is working on identifying opportunities to
diminish plastic and explore alternative materials, which are e.g. resource
efficient, recyclable and/or renewable while remaining mindful of cost
considerations.
In order to identify biggest leverage we conducted an initial assessment in
2019, a life cycle assessment (LCA) in 2021 of the QIAamp DNA Mini Kit, one
of our bestselling products. The detailed report on the LCA can be found on our
sustainability website. Based on the results, we received confirmation that
plastic within our kits is the main contributor to our CCF. That is why we have
focused our Strategy and business model on plastics.
Portfolio and product development
Our plastics target focuses on minimizing primary raw materials, but we also
consider circular economy aspects in the design and development of our
products by incorporating recycled materials into our products and
dematerializing plastics in products and packaging. Optimized use of materials
can also be achieved through closing material loops, including materials used
and alternative logistic options.
In 2024 we launched additional QIAwave products – new versions of the
legacy kit. They require less material than standard kits. In addition, the
collection tubes in the QIAGEN QIAwave kits are made from 100% recycled
material. The QIAGEN QIAwave kits are packaged in FSC-certified cardboard
boxes and polyethylene and low-density polyethylene plastic bags. The blister
packs have been removed from the packaging as part of QIAGEN’s
dematerialization efforts in the upstream value chain. In addition, the FSC-
certified boxes are considered as a reliable chain of custody certification. This
enables approximately 77% recycled content in the entire packaging system.
Besides packaging actions, we analyzed client delivery levels to reduce our
emissions. For example, we observed the potential to streamline multiple same
client deliveries and to use less packaging material.
Processes and indicators for circular design are still being developed to address
the design for circularity, increased use of recycled content, bio-based content,
substances of concern and resource flows associated with products and
services.
For further support to our product development teams we started the process of
developing of sustainable development guidelines in 2024. They will be further
specified as we consider the integration into the product development
processes. A project team has been established to ensure a harmonized
approach.
Circularity and lifecycle analytics
In 2024, several studies and LCAs were commissioned to better understand
GHG emissions and circularity economy related aspects of our business and
optimize our products.
In 2024, we additionally analyzed the circularity status of the QIAamp DNA
Mini Kit according to the Cradle-to-Cradle® design principles in collaboration
with an accredited external partner. The results revealed suitability of plastics
and paper respectively cardboard packaging for recycling. A PVC phase out is
recommended and labels need to be investigated. The analysis also revealed
the potential to apply recycled or bio-based polyolefins as feedstock. No topics
requiring remedy were identified during the assessment. The results of the
circularity assessment guide our journey to optimize resource efficiency and
Scope 3 emissions regarding the up- and downstream value chain. With
improved data, we are now able to measure the impact of reducing plastic and
to prioritize our activities based on optimization potentials in the next years.
The estimated recyclability of our products is over 70%. This estimation was
specifically focused on one of our best-selling products, the QIAamp DNA Mini
Kit, which represents the consumables category. The analysis considered the
main materials used in the kit: plastics and paper, which together account for
more than 80% of the kit's weight. For more details, please refer to the Life
Cycle Assessment (LCA) of the QIAamp DNA Mini Kit available on our website
at www.qiagen.com/sustainability.
The overall recyclability was calculated based on these key components. In the
next step, we will analyze the recyclability of our top-selling products and their
packaging in more detail in the mid-term.
For one of our instruments, QIAStat Dx, an LCA was performed in 2024 by an
accredited scientific partner. The LCA provided actionable insights into the
instrument’s environmental impact and areas for improvement regarding the up-
and downstream value chain. Planned actions include evaluating the
recommendations derived from the LCA to improve material efficiency and
reduce the instrument’s carbon footprint, contributing to QIAGEN's broader
sustainability targets. Potential changes shall be implemented over the next
years. So far, no topics requiring remedy were identified, as the LCA focuses
on identifying preventive measures for potential environmental impacts
optimization.
Biobased pilot project
In 2024, we launched a bio-based polypropylene (PP) pilot project. This
decision followed the validation of its carbon footprint by Fraunhofer ICT by
means of a LCA. The project focuses on sourcing sustainable materials within
the upstream value chain and applies to our global operations. In 2025, we
will run the pilot project to check the applicability. Based on the outcomes, we
will determine the future scale of bio-based PP use which could offer a
promising alternative for our products.
The LCAs and circularity assessment commissioned in 2024 improve our data
baseline and identify optimization hotspots. The LCA of the bio-based PP pilot
project in 2024 revealed that the emission factor of the supplier needed to be
adapted. This shows that additional scientific validations are needed to steer
and implement circular economy strategies.
Waste management actions
In 2024, we conducted a pilot study on the potential to conduct pyrolysis, a
chemical recycling process. For our plastic waste stream produced at the
production site in Hilden Germany, it demonstrated the potential for
transforming plastic laboratory waste into high-quality pyrolysis oil, which could
then be reintegrated into the chemical industry’s production feedstock.
In 2025, we plan to continue to conduct feasibility technical assessments to
investigate with potential suppliers of pyrolysis technology and to ascertain how
we can transition from incineration to pyrolysis for the plastic waste generated
at both Hilden and Germantown by the end of 2025.
Materials used (resource inflows)
Please refer to the definitions and methodology below. The extrapolated total
weight of technical and biological materials used for manufacturing products,
including product packaging, and providing services in 2024 was 8,867 tons.
The total share of biological materials is planned to be determined mid-term.
For packaging we used 902 tons of cardboard. Furthermore, we used 0.3 tons
of enzymes for our products. The weight of the reused or recycled secondary
materials used for product manufacture incl. packaging and services was
334 tons, accounting for 3.8% of the total materials.
In 2023, the waste collection tubes contained 386 kg of recycled plastic
(unassured). In 2024, waste collection tubes contained 2,741 kg of recycled
plastic. Recycled content in cardboard packaging was 331 tons in 2024.
Resource inflows: Methodologies and definitions
• The weight of products and materials used was determined using raw
material data from the Hilden and Germantown sites, as recorded in
SAP. This data was then extrapolated based on the sales data ratio
from all QIAGEN sites. Additionally, the weight of cardboard used in
external logistics was included in the total sum.
• The weight of renewable input materials sourced from regenerative
origins was calculated for both cardboard and enzymes used. The
data for cardboard from the Hilden site was extrapolated based on
the sales data ratio across all QIAGEN sites. For enzymes, actual data
was utilized, applying assumptions to standardize the measurement
units.
• The weight of reused or recycled (non-virgin) products and materials
mentioned above  was calculated with actual data.
Resource outflows: Waste management
Waste production by type (in tons)
2024
Total
Percentage
Non-hazardous waste
1,054
70%
Hazardous waste
444
30%
Total waste
1,498
100%
Recycled:
Non-hazardous waste recycled
767
73%
Hazardous waste recycled
23
5%
Total recycled waste
790
53%
Waste production by type (in tons)
2024
Total
Percentage
Non-hazardous waste:
Non-recycled waste:
Anaerobic digestion
24
2%
Composting
9
1%
Incineration (mass burn)
71
7%
Landfill
183
17%
Total non-recycled waste
287
27%
Recycled waste:
Recovery, including energy recovery
448
43%
Recycling
319
30%
Total recycled waste
767
73%
Total non-hazardous waste
1,054
100%
Hazardous waste:
Non-recycled waste:
Incineration (mass burn)
398
90%
Landfill
3
1%
Medical waste incinerated
20
4%
Total non-recycled waste
421
95%
Recycled waste:
Recovery, including energy recovery
7
1%
Recycling
16
4%
Total recycled waste
23
5%
Total hazardous waste
444
100%
Resource outflows: Methodologies and definitions
• Based on actual data for the main manufacturing sites with the widest
portfolio, we have analyzed hazardous and non-hazardous waste
data. We then extrapolated this data to all other manufacturing sites.
• Subsequently, we incorporated data for all of our largest principal
supply chain entities. We do not anticipate material impacts from
sales entities, as they do not hold significant stock in their warehouses;
all deliveries are shipped directly from the principal supplying hub to
the customer. However we have added 5% to the result, net.
Resource outflows: End-of-life treatment of sold products
End-of-life treatment of sold products includes all products sold to the market,
including packaging. Our main products are consumable products (sample and
assay kits for Life Sciences and Diagnostics), instruments and automation
systems.
Our assays typically consist of plastic tubes containing reagents and buffers.
Plastic components are one key material and are generally disposed of after
use due to contamination with samples considering local regulations. It is
assumed that non contaminated plastic components and packaging are
discarded in the markets where they are sold and that the end-of-life treatment
follows the general procedures of the household and regulated waste for each
market.
With the One-Time Services for instruments, QIAGEN offers a range of flexible
solutions for laboratories. The QIAGEN service team works closely with clients
to ensure instruments run smoothly during the product life-time. The average life-
time for instruments is 5-10 years. QIAGEN offers following services to extend
the life-time of instruments:
• Preventive Maintenance and Inspection Services to maintain the reliability
and full functionality of instruments
• Original manufacturer’s parts to ensure quality replacements
• Instrument repairs to ensure proper functioning and maintain uninterrupted
laboratory operations.
To measure the repairability of our Instruments, QIAGEN tracks "Mean Time
Between Repair (MTBR)." This data is collected for each instrument group and
enables us to monitor our repairability actions.
As a supplier, manufacturer and distributor of medical equipment (instruments)
which is classified as Electrical and Electronic Equipment (EEE) and Battery
Containing Devices (BCD), we recognize our Extended Producer Responsibility
(EPR) responsibilities based on worldwide regulations.
We endeavor to ensure that our branded electrical and electronic products are
managed responsibly at the end of life by collaborating with the Reverse
Logistics Group Recycling Network Europe (RLG RENE GmbH) organization.
Our collaboration with RENE RLG for the collection of EEE ensures that these
items are treated according to the principles of environmental protection, which
include recycling within the country of collection. In accordance with country-
specific requirements, QIAGEN subsidiaries are registered with the respective
authority or take-back program. Details can be consulted on our website.
Own Workforce
This chapter is structured into three main topics: QIAGEN as an employer of
choice, Diversity and Inclusion, and Occupational Health and Safety.
QIAGEN as an employer of choice
QIAGEN has more than 5,700 employees (see Management Report, section
Employees) representing 75 nationalities across 35 sites in more than 25
countries. Our workforce comprises sales representatives, employees in
research and development, in administrative services as well as employees
working at our production sites.
Additionally, QIAGEN engages external personnel in specialized fields such as
production, logistics, software engineering, IT, and communications.
Our approach
At QIAGEN, we recognize that our employees are the foundation of our
success. The long-term growth and achievements of our company rely on the
expertise, dedication, and contributions of our workforce. Our approach
prioritizes attracting, developing, and retaining high-performing employees
based on their skills, experience, and merit. We are committed to respecting
equal opportunity for all individuals, fostering a work environment where talent,
performance, and professional development drive career progression.
QIAGEN aims to be successful in talent attraction and is continuously looking to
hire qualified and motivated candidates with excellent skills, experience, and
potential.
QIAGEN is also dedicated to developing a global highly skilled workforce that
can drive long-term business success. We believe that employee growth is
achieved through hands-on experience, structured learning, and collaborative
knowledge-sharing. We therefore aim at creating a global learning culture that
enables employees to advance in their careers based on skill development and
performance.
As we adapt to technological advancements and evolving market demands, we
emphasize continuous learning, leadership development, and workplace
innovation. This transformation requires both individual and collective
adaptability, paying close attention that all employees—regardless of
background—have the tools and resources necessary to advance their careers.
Our workforce-related impacts: working conditions
In our 2024 double materiality analysis, the process of which is detailed in the
section General Information, we evaluated actual and potential material
positive and negative impacts. No material risks and opportunities were
identified.
QIAGEN is continuing to work on improving its overall global recruiting
processes to adapt in a dynamic and competitive field of talent attraction. Extra
work and overtime carried out by an understaffed workforce, results in
employee dissatisfaction up to stress-related illnesses and in general, creates an
insufficient work-life balance.
Constant investment in employee development programs and employee
engagement is our contribution to enhance employee satisfaction and
motivation.
Regarding our workforce and working conditions, we have identified both
positive and negative impacts. Targeted employee development and
engagement can contribute positively to employee satisfaction and motivation.
However, unstaffed positions have had a negative impact. These effects apply
to the entire workforce, and no specific group of employees has been identified
as particularly vulnerable.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
ICON_P_POSITIVE.svg
Potential 
positive
impact
Contribution to
employee satisfaction
and motivation
through diverse
employee
development actions
and engagement tools
Own
operations
Short-term
S1
Own workforce
Equal treatment
and opportunities
for all, Training
and skills
development
Actual
negative
impact
Higher workload and
overtime due to
varying market
conditions resulting in
employee
dissatisfaction, stress-
related illnesses as
well as insufficient
work-life balance
Own
operations
Short-term
S1
Own workforce
Working
conditions
Targets
We utilize an annual global Pulse Check (employee survey) and monitor
Development_Cycle.svg
GPTW_Image.png
DarkBlue_vertical_shape.svg
Our commitment
to excellence also
extends to our
QIAGENers
turnover rates as tools and indicators to track the efficiency of our actions.
These measures help our programs to be effective and support continuous
development of our employees.  In 2024, we met our global target, set by the
Executive Committee, with a minimum of one award per region, to align and
be recognized externally for our successful efforts to be an employer of choice.
Top Employer Institute, a global authority on recognizing excellence in people
Germany
Poland
Top_Employer_Germany_2024.png
GPTW Poland.png
USA
Mexico
Brazil
UK
QIAGEN_US_English_2024_Certification_Badge.png
5G04RVZOS1_badge_GPTW_ES.png
brazil_gptw.svg
certified_UK.png
Hong Kong
Philippines
Taiwan
China
UAE
CERT BADGE OCT23-OCT24 HKG.png
Sep2024Sep2025PHL.png
CERT BADGE OCT23-OCT24 TWN.png
CERT BADGE OCT23-OCT24 CHN.png
UAE_November-2024-2025-Certification-Badge-1-1-2.png
QIAGEN – Great Place To Work
practices, awarded 'Top Employer' for Germany and Poland. Additionally,
'Best Workplaces', employing an independent, anonymous, research backed
employee experience survey, recognized 9 of our subsidiaries as a Great place
to Work: Brazil, Mexico, US, UK, Greater China, Hong Kong, Philippines,
Taiwan, UAE. This target was monitored by the Executive Committee throughout
the year and can be reviewed anytime by management on internal
dashboards.
Policies
Our Talent Acquisition Policy applies to QIAGEN employees globally and
governs all aspects of recruitment, targeting fair hiring processes, regulatory
compliance, and workforce planning. The Director Head of Talent Attraction
and Acquisition is accountable and oversees its implementation, reporting to
the Senior VP Head of HR.
Our Global HR Learning and Development Policy, of which the Senior Director
Head of Learning and Development is accountable, reporting to the Senior Vice
President Head of HR, applies to QIAGEN employees globally and governs
aspects of employee training and professional development, including:
• Learning Programs – Providing employees with structured training modules,
workshops, and online courses to enhance technical and leadership skills.
• Coaching & Mentoring – Offering mentorship programs to support career
growth and leadership development.
• Performance Feedback Tools – Equipping employees with assessment
resources to track their professional progress and career potential. All
employees participate in regular performance and career development
reviews
l&d strategy new_qiaverse image.png
General processes for workforce engagement and remediation
To encourage transparency, accountability, and workforce engagement, the
following channels are established for all employees globally, to provide
feedback and report concerns:
• Direct Reporting to HR and Management – Employees globally can raise
concerns directly with HR representatives, line managers, or works councils
(the Senior Vice President, Head of Human Resource is accountable).
• QIAGEN Integrity Line – Our global.confidential, anonymous reporting
platform is available publicly online. The Vice President Head of Legal Affairs
and Compliance is accountable for this reporting channel. In general,
around ten individuals from the Compliance team are tasked with duties
related to the QIA Integrity Line. All reports are thoroughly investigated,
monitored, and documented (read more about the QIAintegrity Line including
remediation in the chapter Business Conduct). QIAGEN employees are made
aware of the QIAintegrity Line through QIAverse, internal Sharepoint, and
our webpage.
Actions
Annual Pulse Checks
Our global annual workplace Pulse Check, an employee survey is designed to
gather feedback on a variety of employee topics including workplace
conditions, sustainability and leadership effectiveness, is conducted with all
employees globally via an independent platform which all employees can
access anonymously. The Senior Director Head of Global Employee
Engagement reporting to the Senior Vice President, Head of HR, holds
responsibility for this. The findings are shared at both global and local Town
Halls, along with action plans to influence QIAGEN's engagement approach.
Recruitment
Enhancing global recruiting strategies has been a focus in 2024. Particularly,
QIAGEN engaged in these key activities:
• Internal Career Advancement – Employees received bi-weekly updates on
open positions, ensuring equal access to career development opportunities.
• Recruitment Training – In 2024, we introduced interview and communication
skills training for employees involved in recruitment. In 2025, we will launch
specialized interview training for hiring managers to reinforce merit-based
selection practices.
• Objective Hiring Assessments – We have implemented psychometric
assessments for upper management positions to improve decision-making
and unbiased hiring. These assessments evaluate candidates' professional
competencies, workplace behavior, and leadership potential, enabling that
selections are based on qualifications and cultural fit rather than subjective
criteria.
• Recruitment Feedback – In 2024, we developed a feedback questionnaire to
gather insights from both candidates and hiring managers. We plan to pilot
this initiative in early 2025.
Employee development
In 2024, we have globally prioritized the development of leadership
capabilities alongside advancing our employee development models.
Key actions 2024 included:
Career Pathway Expansion – In 2024, we expanded our career pathways,
allowing employees to take ownership of their professional development, with
support from leadership teams.
70:20:10 Learning Model – Our training framework emphasizes 70% learning
from experience, 20% from collaboration, and 10% from structured education,
ensuring a comprehensive approach to workforce development.
Employee benefits & Social protections
QIAGEN is committed to supporting employee well-being through social
protections and benefits, to promote fair working conditions and support work-
life balance. Globally we have a minimum primary care parental leave and
family related support that is provided to all employees regardless of gender or
marital status.
We provide:
• Wages and working hours compliance
• Social Protections – Covering sickness, employment injury, and retirement
• Family-Related Leave Options – Including maternity/paternity leave,
marriage leave, compassionate leave, and childcare leave
• Global Employee Assistance Program (EAP) – Free, confidential service for
mental health, family care, legal, and financial support
• Special leave for volunteering
Commitment to Human and Labor Rights
As a European Union-based company with international operations, we
recognize international and local labor laws and employee rights regulations.
QIAGEN upholds human rights and labor protections as fundamental principles
that safeguard individual dignity, freedom, and fairness in our operations,
business partnerships, and communities.
Our Human Rights Policy and Code of Conduct and Ethics Policy outline our
ethical and legal commitments with the objective that all employees and
business partners operate in alignment with global human rights standards. The
policies refer to the UN Guiding Principles on Business and Human Rights, the
ILO Declaration on Fundamental Principles and Rights at Work and the OECD
Guidelines for Multinational Enterprises. They explicitly address trafficking in
human beings, forced labor or compulsory labor and child labor. The ESG &
Nomination Committee is accountable for these policies.
In 2024, QIAGEN found no incidents of forced labor, child labor, or human
trafficking within its direct operations. Furthermore, no sites were identified
based on their location and operation as being under significant risk for child
labor, forced labor, or compulsory labor.
Incidents, complaints and severe human rights impacts
2024
Total number of reported incidents of discrimination, including
harassment
8
Total number of complaints filed through channels for own workers to
raise concerns
8
Total number of complaints filed through channels from National
Contact Points for OECD Multinational Enterprises
N/A
Total amount of fines, penalties and compensation payments for the
above mentioned incidents regarding discrimination
0
Total number of severe human rights incidents
0
Total number of severe human rights incidents with non-respect of
frameworks like ILO Declaration or OECD Guidelines
0
Total amount of fines, penalties and compensation payments for the
above mentioned incidents regarding severe human rights
0
Workforce Composition and data
As of December 31, 2024, QIAGEN’s workforce comprised 5,765
(2023: 5,967) employees. QIAGEN operates globally, with most employees
based in OSCE member countries, including Europe, Central Asia, and North
America. We follow labor regulations relevant to our global operations while
providing flexible work arrangements to accommodate operational needs.
Employment types globally include permanent, temporary, full-time, and part-
time contracts.
Our workforce data tables provide a comprehensive breakdown of employee
distribution by region, contract type, role level, and representation status.
Employees by contract, broken down by
gender
2024
2023
(unassured)
Number of permanent employees
5,434
5,625
Female
2,655
2,729
Male
2,779
2,895
Other
—
1
Number of temporary employees
331
342
Female
273
275
Male
58
67
Other
—
—
Number of non-guaranteed hours
employees
n/a
n/a
Female
n/a
n/a
Male
n/a
n/a
Other
n/a
n/a
Total
5,765
5,967
Methodologies and definitions
• Headcount (HC) refers to the total number of individuals employed by
an organization at a given point in time. It includes all full-time, part-
time, and temporary employees with a direct contractual connection
with the company
• Attrition refers to the gradual reduction of staff numbers in an
organization due to various reasons such as retirements, resignations,
and natural causes. The initiative is coming from the employee side
Attrition = Number of voluntary leavers of a period / (HC of the
previous period + HC of the end of the period)
• Turnover is the rate at which employees leave an organization and
are replaced by new hires. Unlike attrition, turnover focuses on the
continuous cycle of employees exiting and entering the organization.
Turnover = Number of leavers of a period / (HC of the previous
period + HC of the end of the period)
2024
2023 (unassured)
Employees by contract and region
Americas
Europe,
Middle East &
Africa
Asia Pacific,
Japan and
Rest of World
Total
Americas
Europe,
Middle East &
Africa
Asia Pacific,
Japan and
Rest of World
Total
Permanent employees
1,244
3,030
1,160
5,434
1,320
3,121
1,184
5,625
Temporary employees
8
322
1
331
9
332
1
342
Non-guaranteed hours employees
—
—
—
—
—
—
—
—
Total
1,252
3,352
1,161
5,765
1,329
3,453
1,185
5,967
Turnover
2024
2023
(unassured)
Total number of employees who have left the
undertaking during the reporting period
(770)
(815)
Rate of employee turnover
13.1%
13.4%
Employees by country
2024
2023
(unassured)
Germany
1,417
1,502
United States
1,116
1,197
Poland
666
657
Others(1)
2,566
2,611
Total
5,765
5,967
(1) All entities with employment of  less than 10% of total number of employees are reported as
others.
Diversity and inclusion
Our approach
We are committed to employment practices that are guided by fairness,
transparency and compliance with equal opportunity principles. These are
aligned with both European and U.S. regulatory frameworks to promote
workplace integrity.
Our commitment to equal opportunity and merit-based advancement means that
every individual has the opportunity to succeed based on their skills,
experience, and contributions.
We recognize that diverse perspectives - measured through many dimensions -
enhance innovation and drive our business forward. We strive to ensure that all
employees are valued, respected and empowered to contribute their talents
within a work environment free from unlawful discrimination.
QIAGEN upholds a strict commitment to equal opportunity, prohibiting
discrimination based on any characteristic protected by law, including but not
limited to race and ethnic origin, skin color, gender, sexual orientation, gender
identity, disability, age, religion, political opinion, national origin, or social
origin, military/veteran status, medical condition, physical and mental
disability.
Our workforce-related impact: Equal treatment in an inclusive environment
In our 2024 double materiality analysis, we identified two material impacts
related to discrimination and equal opportunities. Discrimination can cause
potential demotivation and mental health issues. Potential vulnerable groups of
employees include, but are not limited to, women, LGBTQ+ community
members and/or employees with disabilities. To address these impacts,
QIAGEN is committed to fostering an inclusive workplace and actively strives to
develop more women into leadership roles.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Potential
negative
impact
Potential demotivation
and mental health
issues for diversity-
equity-inclusion
related groups e.g.
due to discrimination -
> higher sickness
rates
Own
operations
Short-term
S1
Own workforce
Equal treatment
and opportunities
for all, Diversity
Actual
positive
impact
We provide equal
opportunities for all
employees
Own
operations
Short-term
S1
Own workforce
Equal treatment
and opportunities
for all, Diversity
Target
In 2024, we met our global internal leadership development goal to increase
representation of women in leadership positions year over year by 2%. 
Leadership positions are defined based on QIAGEN's role profiles as QIAGEN
Management, Senior Management, and the global QIAGEN Leadership Team.
The goal was set by the Executive Committee taking both internal and external
benchmarks into consideration, and was monitored on a quarterly basis by the
Diversity & Inclusion Council. It can be reviewed anytime by management
functions through internal dashboards 
Our goal aligned with our commitment to maintain an inclusive working
environment, with diverse representation across all management levels, and
adhering to the Dutch Gender Diversity Bill. In the same context, set by the
Executive Committee, we achieved our 2024 global goal to achieve again a
100% score in the Corporate Equality Index (CEI) from the Human Rights
Campaign for LGBTQ+, registered under QIAGEN LLC. This achievement is
monitored once a year as an annual submission to the external body and also,
internally by the Diversity & Inclusion Council.
Policies
Our Harassment and Bullying Policy outlines our commitment to fairness, legal
compliance and ethical business practices. The policy applies to all QIAGEN
employees globally and external parties in the workplace, including
contractors, consultants, vendors, and customers. It covers behavior both on
company premises and at off-site events or places of business. The objective is
to provide a work environment free from harassment and bullying, ensuring all
employees understand what constitutes such behavior and know the steps to
take if confronted with it.
The Corporate Code of Conduct and Ethics Policy aims to ensure ethical
business conduct by handling conflicts of interest ethically, providing for
accurate and timely disclosure in reports filed with the Securities and Exchange
Commission and other public communications, and complying with applicable
laws, rules, and regulations. The Corporate Code of Conduct and Ethics Policy
applies to all employees of the company, including full-time and part-time
employees, senior management, and board members. It also extends to
companies, organizations, and individuals with whom the company does
business, such as contract partners, distributors, and consultants.
The Vice President, Head of Global Legal Affairs and Compliance, oversees the
compliance program, which encompasses the policies mentioned.
The Compliance and Legal Team is responsible for ensuring adherence to these
policies, with non-compliance resulting in appropriate disciplinary actions,
which could involve investigations, verbal or written warnings or dismissal.
Actions
Equal Opportunity
We are committed to providing all employees globally, irrespective of their
background, with equal access to the necessary tools and resources to achieve
success, in accordance with our performance management opportunity
principles. QIAGEN supports professional growth and career advancement
through mentorship, leadership training, including key elements of diversity and
inclusion, and talent development initiatives, all led by the Global Learning and
Development function.
To reinforce this commitment, our Diversity & Inclusion Council collaborates with
company leadership to uphold fair and objective hiring, promotion, and
leadership development policies. The Council is composed of employees across
organizational levels and functions, working to maintain a workplace culture
that prioritizes respect, opportunity, and performance-based advancement.
Workplace Accessibility
QIAGEN is committed to fostering a work environment that is accessible to all
employees, including those with disabilities. In 2024, we introduced a
Reasonable Adjustment Framework at eight key locations, which are our largest
sites, with the objective to facilitate that all employees can perform their roles
effectively. QIAGEN LLC was also recognized as a Best Place to Work for
Disability Inclusion by the Disability Equality Index for its commitment to
workplace accessibility and continuous improvement.
Equal Pay
QIAGEN globally supports equal pay for equal work and is committed to
competitive, fair compensation structures that recognize employees based on
experience, skills, and performance. In 2024, we began the Fair Pay
Certification process in the U.S., U.K., and Germany, with plans to expand to
additional countries. The results of this certification will be published in 2025,
demonstrating our commitment to fair and transparent compensation.
The EU Pay Transparency Directive, effective from June 2026, mandates that
companies operating within the European Union disclose detailed pay metrics,
including gender pay gaps.
This initiative aims to enhance transparency and promote wage equality across
industries. In preparation for compliance with this directive, QIAGEN has
conducted an in-depth pay gap analysis utilizing external software designed to
help companies assess pay structures in the context of local compensation
frameworks and workforce composition. This software employs a multiple
regression analysis methodology, evaluating independent variables such as job
level, grade, function, and country to calculate both the unadjusted pay gap
and the adjusted pay gap, quantifying the impact of these factors.
Metrics
In 2024, QIAGEN’s adjusted gender pay gap was 3.6%, indicating that
female employees earned 96.4% of what male employees earned for
comparable roles. Notably, this result is below the 5% threshold outlined in the
EU Pay Transparency Directive, confirming equitable pay for similar work at
QIAGEN.
The adjusted pay gap accounts for key factors influencing compensation, with
the three primary drivers of the unadjusted pay gap being:
• Country of employment
• Job grade
• Functional job role differences
QIAGEN’s unadjusted gender pay gap in 2024 was 23.5%. This figure reflects
the broader impact of global workforce distribution, job categories, and salary
structures rather than unequal pay for equal work. The unadjusted gender pay
gap represents the difference in the gross hourly pay level paid to men and
women expressed as a percentage of the mean hourly pay paid to men.
The figure is calculated considering all QIAGEN employees and includes fixed
salary and contractual bonus and sales incentive. As some compensation
elements are not included, there is some degree of uncertainty in the calculation
of this figure. We performed a sensitivity analysis to verify that there is no
material impact.
A significant portion of QIAGEN’s workforce (~30%) is based in lower-cost
employment regions, including Wroclaw, Poland; Manila, Philippines; China;
India; and Brazil, where salary levels are substantially lower than in Western
Europe and North America due to regional labor market conditions. This
geographic pay variance is a key driver of the unadjusted pay gap.
The 23.5% unadjusted gender pay gap is explained by the following factors:
• 9.1% – Geographic differences (country where employees are based)
• 7.2% – Job grade variations
• 0.6% – Job level differences
• 3.0% – Functional job role differences
By subtracting the effects of these factors from the unadjusted pay gap, a
difference of 3.6% remains.
While QIAGEN’s adjusted gender pay gap analysis confirms that the pay gap
is driven by objective, explainable factors, the company remains committed to
equal opportunity, fair pay, and merit-based advancement. Our goal is to
ensure that all employees have the opportunity to succeed based on their skills,
experience, and contributions and receive equal pay for equal work.
We will continue to monitor, assess, and refine our compensation structures to
uphold fair and equitable pay practices, aligning with global industry
standards and regulatory expectations.
Employees by gender
2024
2023
(unassured)
Female
2,928
3,004
Male
2,837
2,962
Other
—
1
Not reported
—
—
Total
5,765
5,967
Information on Gender Distribution at Top Management can be found in the
section Diversity and gender balance in management.
Distribution of employees by age group
2024
2023
(unassured)
Under 30 years old
644
763
30 to 50 years old
3,948
4,022
Over 50 years old
1,173
1,182
Total
5,765
5,967
Annual total remuneration ratio
The total remuneration ratio for 2024 is 1:120. This ratio is determined by
dividing the annual remuneration of the highest-paid employee, the CEO, by
the median annual remuneration (excluding the highest-paid employee) for the
period. The median pay is determined based on fixed salary and contractual
bonus or sales incentive. For comparison purpose, the annual remuneration of
the median employee includes all employee benefits. There is some uncertainty
in the calculation. We performed a sensitivity analysis to verify that there is no
material impact.
This metric differs from the pay ratio disclosed in our remuneration report which
has been prepared in accordance with the Dutch Corporate Governance Code
as it concerns the ratio between the total annual remuneration of the CEO and
the average annual remuneration of the employee.
Occupational Health and Safety
Our approach
Safe workplaces as well as healthy employees are a priority at QIAGEN. We
recognize that the nature of our activities can result in work related injuries and
ill health, which may lead to lost workdays. Nearly all employees are covered
by our health and safety management system. The Global Environment, Health
and Safety (EHS) team oversees the establishment of Environment, Health and
Safety policies and global standard operating procedures to manage Health
and Safety. Our local EHS teams manage the implementation and monitoring
activities at the site. It is fundamental that we have a health and safety
management system that fosters a culture of safety amongst all our employees.
In 2024, our primary health and safety hazards were associated with the
handling of hazardous substances, working with vehicles, and operating
complex technology and machinery. Consequently, a material negative impact
identified in our materiality analysis pertains to workplace accidents that result
in injury or illness.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Actual
negative
impact
Accidents in the
workplace that lead to
injury or illness
resulting in extra work
to cover for
employees
absenteeism because
of injury and ill health
Own
operations
Short-term
S1
Own workforce
Working
conditions
Health and safety
Occupational Health and Safety Targets
We use the U.S. based Occupational Safety and Health Administration (OSHA)
criteria for categorizing our safety incidents. This allows for standardization
across all of our facilities located around the world and enables us to compare
our performance with other international companies.
Occupational Health and Safety target achievement is reviewed with local EHS
and calculated from safety incidents that are reported, documented and
investigated within our EHS Reporting portal.
In 2024, our target for safety accidents resulting in employees having Days
Away Restricted and Transferred (DART) was 0.7 per 100 workers, and we
achieved a DART below this target with a score of 0.36 per 100 workers. This
represents a clear reduction compared to the base year 2023, which had a
DART score of 0.43 per 100 workers. It is set by the Global EHS team in
collaboration with the Global Operational Leadership Team, and approved by
Executive Committee as part of the annual Team Goals. The target supports a
standardized approach to safety incidents, fosters a safer working environment,
and mitigates the negative impact of workplace accidents on the workforce.
Policies
QIAGEN’s global Corporate Environment Health and Safety Policy outlines our
commitment to provide a safe and healthy working environment for our
employees and contractors. This is supported by standard operating procedures
for the identification and mitigation of hazards and risks related to occupational
work through risk assessments, safety walks, safety training, consultation and
participation of the workforce in the promotion and achievement of safe and
healthy conditions.
These measures are applied to prevent occurrence of safety accidents
especially those that result in lost workdays. The aim is to reduce the negative
impact this has on our workforce which may arise due to high absenteeism.
Labour utilization is managed locally, with each site responsible for allocating
resources, adjusting workloads, and implementing measures to address staffing
challenges as needed.
Our Corporate Environment Health and Safety policy is endorsed by the
Executive Committee, who is also accountable for providing the resources
required to enable its implementation.
ISO 45001 certification forms part of our strategy to drive and improve our
safety performance. Our Occupational Health and Safety Management Systems
at our sites in Milan, Italy; Shenzhen, China; and Hilden, Germany have been
certified to ISO 45001 in 2021, 2023, and 2024, respectively. This covers
25.57% of our total workforce. The calculation is based on the average
headcount of Milan, Shenzhen and Hilden as a percentage of the average total
headcount for 2024. As a next step, our second largest manufacturing site in
Germantown, Maryland, U.S. and also Manchester, UK, have started to
prepare for certification in 2025.
Actions
All employees globally are required to report safety incidents in the Global EHS
Reporting Portal. Global standard operating procedures provide instructions to
all employees on how to log into the application and report safety incidents.
Access to the application is available on QIAGEN's SharePoint site. Employees
globally receive training on the Global EHS Reporting Portal as part of the
onboarding process. Safety incidents reported in the Global EHS Reporting
Portal are investigated by the local EHS representatives at the site following
local legal regulations and QIAGEN standard operating procedures.
Safety indicators for our operational manufacturing sites are monitored and
reported monthly to Senior VP of Global Operations. Additionally, quarterly
safety indicator reports are shared with site management at our manufacturing
facilities, during the quarterly reviews with Global EHS. Each of the
manufacturing sites are requested to establish initiatives, to improve the safety
and awareness at the site.
In 2024, the QIAGEN manufacturing sites increased their efforts and
conducted actions to improve the reporting of near misses and safety
observations to raise awareness of safety. The efforts and local initiatives
comprised ergonomic related trainings, emergency incident training, tailored
training provided during onboarding or on the job, and displaying safety
information on facility screens and in posters.
The Safety Day conducted at our largest manufacturing site in Hilden Germany,
was tailored to address the nature of the recorded work-related injuries, for
example by highlighting the causes of slip, trips and falls on stairways.
All employees are encouraged to raise safety concerns through various
channels, either reporting to their managers, or by contacting local EHS
representatives. There is an option to raise concerns in the Global EHS
Reporting Portal which is overseen by Global EHS.
All employees who work in production areas in our manufacturing facilities are
able to raise safety concerns during daily team meetings. In each area, there is
a board displaying a 'Safety Cross.' Employees are required to record any
safety incidents on the Safety Cross, specifying the type of incident that
occurred. Safety concerns are also discussed during regular safety walks and
during safety committee meetings conducted by local EHS representatives. They
track and monitor the effectiveness of these channels.
Financial and personnel resources to manage health and safety are addressed
at an individual site level.
Metrics
The DART KPI covered 15 sites, which were selected based on their status as
manufacturing sites or the number of employees. These 15 sites covered 65% of
all QIAGEN employees in 2024 based on average headcount (DART is
calculated by dividing the number of onsite recordable cases reported at the
15 key sites by the aggregated working hours, multiplied by 200,000).
In 2024, we recorded no work related fatalities among our employees
including other workers working on QIAGEN sites.
In 2024, our Total Recordable Incident Rate (TRIR) of 2.39 represents the
number of work-related accident cases per one million hours worked and scope
covers nearly all our workforce. This is calculated by dividing the number of
recordable accidents by the aggregated working hours, multiplied by one
million.
We recorded one case of work-related ill health that was confirmed by a health
care professional. For our employees in Germany, Austria and Switzerland,
data on work-related occupational diseases and ill health could not be
calculated due to legal restrictions on data collection.
A total of 542 lost workdays were recorded in 2024 due to work-related
injuries and ill health. This was measured by counting the number of days lost
from the first full day to last day of absence.
In 2024, the total number of near misses and safety observations reported
globally was 566, representing a 9.7% increase to 2023.
Health and safety indicators
2024
Percentage of employees(1) covered by health and safety management
system based on legal requirements and recognized standards or
guideline(2)
99.98%
Number of fatalities in own workforce as result of work-related injuries
and work-related ill health
—
Number of fatalities of other workers working on QIAGEN's sites as
result of work-related injuries and work-related ill health
—
Number of recordable work-related accidents for own workforce
25
Total recordable incident rate for our own workforce(3) (TRIR)
2.39
Number of cases of recordable work-related ill health of employees(4)
1
Number of days lost due to work-related injuries and fatalities from
work-related accidents, work-related ill health and fatalities from ill
health related to employees (3)
542
Percentage of employees covered by health and safety management
system ISO 45001
25.57%
(1) Calculated based on headcount
(2) Excluding one employee
(3) A number of our sites were unable to directly calculate the number of hours worked and this was
estimated on the basis of normal standard hours work which took into account entitlement of
paid leave of absence from work for the respective country
(4) Voluntary disclosure (Phasing-in)
Workers in the value chain
Value chain and affected workers: our approach
QIAGEN´s activities throughout the upstream and downstream value chain
involve individuals who are employed by third parties and not included in the
scope of it´s own workforce.
The upstream and downstream value chain in which QIAGEN operates
encompasses the activities, resources, and relationships QIAGEN uses and
relies on to create its products and services, and the external environment, in
which QIAGEN operates.
Globally, QIAGEN N.V., is the holding company for more than 50
consolidated subsidiaries, many of which have the primary function of
distributing QIAGEN products and services on a regional basis. QIAGEN’s
main operational headquarters are located in Germany and in the U.S..
In general, along the value chain QIAGEN develops, manufactures and
distributes its products. Workers in the value chain may be involved in the
extraction of raw materials, in research and development activities, in
manufacturing, and in the distribution of QIAGEN products (please refer to
section Value chain in the General information chapter).
As for the extraction of raw materials, QIAGEN determines the presence of
conflict minerals in its products and the source of those conflict minerals, such
as gold, which is used in certain product components. While QIAGEN does not
directly purchase conflict minerals from smelters or refineries, it relies on the
specifications and declarations provided by its suppliers. Read more in the
section conflict minerals.
Research and development activities are performed by specialized R&D centers
or manufacturing entities. In certain cases, QIAGEN contracts with external
service providers for Research & Development auxiliary activities (contract
R&D).
Manufacturing entities source raw materials and semi-finished products from
related manufacturing sites as well as from independent third parties (our
suppliers) and are responsible for the manufacturing of QIAGEN products. The
supply of raw materials in general refers to chemicals, biologics, plastics and
electronics. Other raw materials are produced based on QIAGEN
specifications. The main QIAGEN production sites are located in the three
regions EMEA, APAC and Americas. Only rarely, manufacturing activities are
conducted on a contractual basis with third parties.
QIAGEN products are distributed via QIAGEN´s global distribution network,
which consists of local sales subsidiaries but also involves third party
distributors in all major markets. QIAGEN has set up a centralized distribution
system with regional hubs which are responsible for the coordination of
distribution and logistics functions across local markets. For EMEA and the
APAC region, QIAGEN Distribution B.V. acts as a Master Distributor. For North
America, QIAGEN Science LLC acts as distribution hub.
Managing our impact
As a global company we acknowledge that a potential negative impact can
occur in our value chain. We identified one potential negative impact related to
potential human right violations in our double materiality assessment of 2024;
details of which are described in the chapter General Information , Double
materiality analysis.
We have not identified a specific geographical region that is subject to a
significant exposure of human rights violations in our industry. We also have
not identified a specific group of value chain workers that is particularly
vulnerable to negative impacts.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Potential
negative
impact
Potential violations of
human rights (e.g.,
child labor and forced
labor) of workers who
are employed by
QIAGEN's suppliers
or business partners
for logistics
Upstream and
downstream
Short-term
S2
Workers in the
value chain –
Other work-
related rights
Position on human rights and related policies
Respect for human rights is an essential component of promoting sustainability
in our global business. As a publicly listed company with international
operations, we regard ourselves as a responsible corporate citizen in all the
countries and regions where we do business. This role includes rights and
obligations governed by international and national law, with human rights as
one of the foundational elements.
We acknowledge and endorse the UN Universal Declaration of Human Rights,
the European Convention on Human Rights, the business-related Organization
for Economic Cooperation and Development (OECD) Guidelines for
Multinational Enterprises, the ILO Declaration on Fundamental Principles and
Rights at Work, and the UN Guiding Principles on Business and Human Rights
and its application in National Actions Plans of our relevant jurisdictions. Our
subsidiaries in the U.K. follow the U.K. Modern Slavery Act.
Globally, we follow a three-pronged approach to exercise human rights due
diligence and protect the workforce but also work on QIAGEN´s impact
throughout the entire value chain. Our approach can be broken down to global
policies, comprehensive internal management structures and an accessible,
confidential and trusted whistleblower hotline. The principles for adherence to
human rights (including trafficking of human beings are defined in our
Corporate Code of Conduct and Ethics and in the Human Rights Policy referred
to below (read more about the Corporate Code of Conduct and Ethics in
chapter Business Conduct).
Regular mandatory training sessions are conducted to reinforce these principles
across all locations. To maintain compliance with QIAGEN policies, including
fair labor practices, the prevention of child labor, and harassment, a formal HR
structure with designated HR representatives has been established across all
sites. Our reporting channel, the QIAintegrity Line, is open to all employees and
third parties for reporting potential human rights violations. All reported cases
are followed up thoroughly (Read more about the QIAintegrity Line in the
chapter on Business Conduct).
As expressed in our Human Rights Policy, which is designed to provide
guidance on human rights matters in QIAGEN’s relationships with own
employees, customers, and suppliers, QIAGEN considers respect for human
rights as a fundamental value. Regarding child labor or any form of forced
labor, QIAGEN follows a zero tolerance-approach and requires its suppliers to
respect human rights and to comply with applicable laws and international
standards.
The respect for human rights referring to laws and international standards to
prevent violations of human rights is furthermore addressed in the global
Supplier Code of Conduct. It includes numerous behavioral obligations and is
meant to safeguard the fundamental human rights of our suppliers’ employees.
Committing to the QIAGEN Supplier Code of Conduct and its principles is a
requirement for suppliers entering a contractual relationship with QIAGEN.
While QIAGEN in general is strongly interested in long-term relationships with
its suppliers, it will not knowingly do or continue doing business with suppliers
who violate these expectations.
The Human Rights Policy Statement explains how QIAGEN ensures respect for
human rights and environmental standards in its supply chain. This process is
based on an annual risk analysis, which follows the guidelines of the German
Supply Chain Due Diligence Act (for more information, please see the details
below). The Human Rights Policy Statement aligns with the German Corporate
Due Diligence Act (LkSG) and is complemented by our Rules of Procedure,
which are published on our webpage under "Compliance."
To monitor the implementation of these policies we refer to audit outcomes and
conduct strategy reviews throughout the year. We hold annual strategy
meetings with our to top 30 suppliers (based on our spend) to gain further
insights. The Human Rights Committee - comprised of the Vice President
Procurement, the Head of ESG Strategy & Impacts Programs, and the Head of
Global Legal Affairs and Compliance - is responsible for ensuring the
implementation of the policies as well as human rights due diligence measures,
which are addressed in more detail below. All policies are annually reviewed
and available on QIAGEN’s website.
For 2024, no cases of non-respect of the UN Guiding Principles on Business
and Human Rights, ILO Declaration on Fundamental Principles and Rights at
Work or OECD Guidelines for Multinational Enterprises that involve value chain
workers in our upstream or downstream value chain have been reported
Due diligence in the supply chain
Identification of human rights issues: risk analysis
The global supplier network includes over 5,900 suppliers in more than
60 countries. 96% of the overall purchase volume comes from OECD countries.
Out of 5,900 suppliers in total, QIAGEN has 350 core suppliers. QIAGEN’s
top ten suppliers are based in the U.S., the Netherlands, Germany,
Switzerland, Austria, Malaysia and India.
Region of origin of suppliers
2024
2023
(unassured)
Europe
63%
62%
Asia
5%
5%
North America
31%
31%
South America
—%
—%
Australia
1%
2%
Africa
—%
—%
Total
100%
100%
Our review of compliance matters with respect to potential human rights
violations applies a risk-based approach taking into account that our global
business activities are classified as either administrative, research and
development, manufacturing or sales activities. None of these activities,
including at our manufacturing sites, allow for practices that violate human
rights principles.
For our risk analysis and when working with suppliers, we apply a multi-stage
selection process to minimize compliance risks in our supply chain. Suppliers
are subject to a risk analysis covering environmental and social criteria based
on their geographic location.
Effective risk management enables us to perform an assessment of human rights
and environmental risks in our operating business with greater comprehension
and prioritization.
For the reporting year 2024, this included annual risk assessment of existing
suppliers and risk assessment of new suppliers during their onboarding process.
In the 2024 analyses, no risks were identified, and the outcomes of the 2024
risk assessment were communicated to the Executive Committee.
2024 supplier assessments and audits
Comprehensive supplier assessments are part of our supplier selection process.
All direct strategic suppliers with a critical impact on the value of our supply
undergo the assessment, which is based on but not limited to the following
criteria: quality management, violations of human rights and environmental
laws, future supply strategies, financial stability, embargoes, and risks of
natural disaster. We collect the relevant data for the assessment via a submitted
questionnaire or when assessing the suppliers directly on site during a visit. If
suppliers fail to fulfil all criteria, we reserve the right to refrain from future
cooperation.
For all direct suppliers that we define as critical, quality audits are conducted
on site at least every three years on a case-by-case basis. We document all
audit findings and share the results with the audited suppliers. In case of
nonconformity with quality processes, we deliver corrective actions to the
supplier and continually follow-up until effective implementation adheres to
expected quality standards. Beginning in 2024, human rights and
environmental topics were incorporated into procedures evaluating quality
processes.
Processes for engagement
We engage with supplier representatives in our supplier audits and annual
supplier meetings, and we also consider the perspective of workers in the value
chain in our Supplier Code of Conduct, which addresses internationally
recognized labor rights (ILO). QIAGEN tolerates no retaliation against
complainants or whistleblowers and encourages to report any concerns or
suspicions (anonymously) via the QIAintegrity Line, which is referred to in detail
in the section Business conduct.
Conflict minerals
U.S. legislation has been enacted to improve transparency and accountability
concerning the sourcing of conflict minerals from mines located in the conflict
zones of the Democratic Republic of Congo (DRC) and its adjoining countries.
Conflict minerals comprise tantalum, tin, tungsten (or their ores) and gold.
Certain of our instrumentation product components that we purchase from third
party suppliers contain gold. This U.S. legislation requires manufacturers, such
as us, to investigate our supply chain and disclose if there is any use of conflict
minerals originating in the DRC or adjoining countries. We conduct due
diligence measures annually to determine the presence of conflict minerals in
our products and the source of any such conflict minerals. Because we do not
purchase conflict minerals directly from smelters or refineries, we rely on our
suppliers to specify to us their conflict minerals sources and declare their conflict
minerals status. We disclosed our most recent conflict minerals findings to the
U.S. Securities and Exchange Commission for the calendar year ending
December 31, 2023, on Form SD on May 31, 2024, and will provide updated
disclosure to the U.S. Securities and Exchange Commission as required.
Remedies
In 2024, no violations of incidents involving workers in the value chain in our
upstream value chain were reported. If we become aware of potential or actual
violations of the prohibitions of the LkSG or our Supplier Code of Conduct, we
will take immediate corrective action to prevent, end or minimize such
violations. We will ensure that any information we receive or become aware of
regarding possible violations of the provisions of the LkSG by QIAGEN or its
suppliers is immediately forwarded to the Compliance team. In the case of
(imminent) violations in the business area of direct suppliers, we will develop a
corrective action plan and associated schedule with the goal to end the
violation together with the affected suppliers and monitor its sustainable
implementation, provided that the business relationship is to be continued. In
the case of indirect suppliers, in the event of substantiated knowledge of a
(imminent) violation, we will develop a concept for the prevention or
termination and ensure its implementation.
We reserve the right to terminate the business relationship and apply the
requirements of the LkSG, at least in exceptional cases. Exceptional cases
include:
• Serious violations of the law,
• No remedy through implemented measures after the specified time has
expired,
• No milder means recognizable and influence ability does not seem
promising.
Ensuring diligence
Throughout the reporting year, QIAGEN continued its processes for being
diligent. In the highly regulated Med Tech Industry, compliance with regulation
and diligence throughout the entire value chain are integral to everything
QIAGEN does. QIAGEN has not set targets or action plans.
Consumers and end-users
Our approach
At the heart of our operations lies a steadfast commitment to our customers.
Their satisfaction is not just a priority but the cornerstone of everything we do.
We understand that delivering high-quality products is integral to ensuring a
positive customer experience. This commitment extends to our approach to
healthcare access.
In 2024, QIAGEN shipped products to more than 150 countries and served
more than 500,000 customers worldwide. As a B2B company, our products
are used by professionals in scientific and diagnostic labs (e.g., private or
governmental), or in hospitals and medical practices. The laboratories serve
two roles: they are both customers and users. They produce scientific data,
diagnostic or forensic results that have a potential impact on scientific research,
patient diagnosis or outcome of a forensic investigation. There is no specific or
direct involvement of vulnerable groups such as children or people with
disabilities.
Quality, Ingenuity and Accessibility is what we stand for – in short QIA. This
reflects our commitment to quality in our daily efforts towards achieving our
vision to make improvements in life possible. Reliable, safe and effective
products are essential to enable our customers to gain valuable insights from
molecular research to clinical healthcare. Additionally, we know that high
product quality is a differentiator to our competitors. Ensuring unrestricted
reliability of our products is a top priority as any defects could lead to
significant consequences such as inaccurate medical diagnoses for patients or
erroneous scientific results in laboratory settings. Such an impact, however,
would be systemic and directly linked to the specific product in question.
Our customers’ satisfaction and high-quality products are an integral part of the
QIAGEN vision to make improvements in life possible. To support this vision
our approach to access to healthcare aims at providing individuals who may
benefit from a QIAGEN testing solution with access to our solutions, regardless
of where they live in the world and regardless of their economic status or
background.
Understanding the IROs in our customer interactions is crucial. Conducting an
IRO assessment helps us address customer needs and expectations more
effectively, ensuring satisfaction and fostering long-term relationships. This
approach allows us to enhance our services and maintain high customer
satisfaction levels.
We identified material impacts in our 2024 materiality analysis (please see
chapter General Information, Double materiality analysis), which are referred to
below. The focus areas connected to our customer relationships are product
quality, customer satisfaction and access to healthcare.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic Sub-sub-topic
Potential negative impact
Any defects in the QIAGEN products can lead to inaccurate
diagnosis or erroneous scientific results and lead to customer
dissatisfaction
Downstream
Short-term
S4  Consumers and end-users
Actual positive impact
QIAGEN provides physical products, comprehensive services, and
up-to-date product information to enhance customer experience and
expedite the generation of reliable scientific insights through high-
quality technical support
Downstream
Short-term
S4  Consumers and end-users
Actual positive impact
Improved accessibility and availability of healthcare services for
underserved populations. This could lead to better healthcare, a
reduction in disease burdens, and an overall improvement in public
health in these regions
Downstream
Short-term
S4
Consumers and end-users
Risk
Customer dissatisfaction leads to increased time investment in
handling unsatisfied customers, resulting in higher support costs for
QIAGEN
Along the whole
value chain
Medium-term
S4
Consumers and end-users
Opportunity
Demonstrated reliability and high customer satisfaction can open
doors to additional and new business, new geographic or sector
markets
Own operations
Short-term
S4
Consumers and end-users
Targets
What we strive to achieve: continuous improvement
Product Quality
High product quality goes hand in hand with a positive customer experience.
QIAGEN’s ambition is to continuously increase product quality. While we have
not set particular targets, we strive to continuously improve our processes and
products. This includes keeping the number of recalls and the customer
complaint rate as low as possible and maintaining a high rate of certified sites
(ISO 9001 and/or ISO 13485) at best at 100%.
Customer satisfaction
In terms of customer satisfaction, QIAGEN has set itself a minimum target for
the Service-NPS-T of 64 in 2024. As we reached a score of 69.7, we
overachieved our goal by the end of December 2024. For 2025, the target
Service-NPS-T is set to be 64.5. The global target for the metric is to be
approved by the Head of Global Service Solutions Management and was
defined for the first time for 2023 after base lining historical survey data dating
back to 2019. The target is revisited and redefined yearly taking external
benchmarks into consideration.
In 2024, Customer Care NPS-T established its first minimum target at 62, after
collecting data during the 2024 calendar year. We achieved a score of 60 by
the end of December 2024.
We actively address customer feedback as it is received and the CC-NPS-T
target is revisited and redefined annually. We plan to set it at 60 for 2025.
We do not involve customers directly in the process of setting our targets, as
they are based on internal reasoning. However, we take our customers’
feedback into consideration for any actions aiming at improving our products
or processes. For example, QIAGEN responded to customer feedback in
connection with waste management. Although we have already been working
on our waste management over the past years, we received concerns from
customers particularly in the EU region, regarding our use and quantity of
plastic transportation packaging. We have integrated customer feedback and,
since 2020, defined a yearly corporate goal to reduce the use of plastic by
eliminating it or replacing it with alternative packaging (see also chapter
Resource Use and Circular Economy).
Access to Healthcare
To increase QIAGEN’s impact on access to healthcare, we are expanding our
networks and collaborations. While we track and report the number of
collaborations as an indicator of our engagement, we have not set a specific
target for these partnerships due to the complexity and variability of the
challenges related to access to healthcare. Instead, our approach remains
adaptive and responsive to evolving healthcare needs and opportunities to
increase impact in underserved regions by leveraging collective expertise and
resources to address critical diagnostic challenges.
Policies
Improving access to diagnostics remains a significant global healthcare
challenge. QIAGEN is dedicated to addressing this issue through global
healthcare projects and collaborations. By offering high-quality products and
services, as well as through customer satisfaction tools, QIAGEN strives to meet
the needs of both end-users and customers.
QIAGEN respects human rights as a fundamental value in its relations to
customers and has aligned its Human Rights Policy (see chapter Workers in the
value chain) and its Corporate Code of Conduct and Ethics (see chapter
Business Conduct) with internationally recognized principles and frameworks,
such as the UN Guiding Principles on Business and Human Rights and the ILO
Declaration on Fundamental Principles and Rights at Work. We do not tolerate
the misuse of QIAGEN products and will block customers involved in practices,
such as mass screening or the surveillance of ethnic minorities, from further
sales should this become known to us. The QIAintegrity Line our publicly
accessible reporting channel, allows for remedial actions in case of violations.
In 2024, no violations of incidents involving customers in our downstream value
chain were reported.
Our Global Quality Manual in conjunction with the Quality Policy and global
Process Documents lay the foundation for the QIAGEN Quality Management
under the responsibility of our Executive Committee. The Manual sets out and
defines the processes around product quality referring to the corporate mission
and strategy, upon which the corporate and quality goals are based. The
regularly updated Manual is not publicly accessible but is made available to
hundreds of customers each year upon request.
As described in our Access to Healthcare Policy, our Global Public Health Task
Force (GPHTF) is the highest governing body, responsible for oversight of
QIAGEN’s Access to Healthcare strategy and its objectives to expand access
and improve affordability, including allocation of resources and overseeing
project expansion in crucial regions.
The policy applies globally to all QIAGEN sites, employees, and processes
within the GPHTF, as well as supporting departments. It covers all sales regions:
Asian-Pacific Economic Cooperation (APEC), Europe, the Middle East, and
Africa (EMEA), North America, and Latin America, with a focus on high-burden
and underserved areas. The policy is designed to enhance diagnostic
accessibility, apply global health access pricing, and foster partnerships with
global health institutions, governments, and NGOs.
Actions and metrics
Quality management
Since the beginning of our operations in 1986, our products have been
manufactured and distributed in compliance with applicable global regulatory
requirements. To achieve and maintain our high-quality standards, we
established Global Quality Management Systems in all our manufacturing
facilities worldwide. Risk management is fully implemented in our Quality
Management System. To ensure the quality of our products and solutions, we
validate our manufacturing processes, and each manufactured lot is verified
according to predefined specification prior to market release. We monitor
product performance according to established procedures internally through
trending and data analysis and in the market by assessing complaints and
engaging in post market surveillance.
The Global Quality Management Systems (QMS) of QIAGEN form the basis for
compliance with applicable regulatory requirements and continuous
improvement of our products, processes and services, assuring the satisfaction
of our customers. The QMS is certified according to ISO 9001, ISO 13485,
Medical Device Single Audit Program (MDSAP), ISO 18385, and comply with
European In Vitro Diagnostic Devices Regulation EU/2017/746 (IVDR) and
U.S. FDA 21 CFR 820 and other applicable medical device standards around
the world. Refer to the appendix Government Regulations for further discussion
of our regulatory environment.
All processes at QIAGEN are customer- and patient-oriented. Our activities are
systematically and consistently integrated into cross-functional end-to-end
processes. Based on collected insights and facts, reliable and sound
information, and relevant measured data, we continuously monitor and improve
our processes. This ensures the effectiveness and efficiency of our Quality
Management System (QMS). Important key performance indicators (KPIs) to
measure the effectiveness of our QMS and our product quality are:
• First time right of our products manufactured
• Customer complaint rate, including trending and turnaround cycle times
• Supplier and internal corrective and preventive actions (CAPA), including the
efficiency and the cycle times
• Recalls and medical device reports, including trending and timely completion
• Internal and external audits and inspections, including tracking of timely
completion of observations
Audits and inspections
As a certified manufacturer of IVD and Life Science products, QIAGEN's QMS
undergoes regular audits by competent authorities and notified bodies.
QIAGEN values the recommendations and continuous improvements that can
result from these audits. Additionally, QIAGEN closely monitors the audit
nonconformance rate as an indicator of the compliance and effectiveness of its
QMS.
Nonconformance refers to an event where a process, service, or product does
not meet the required standards. This is measured by the number of
nonconformances identified by a notified body or competent authority per
auditor per day. A rate below 0.5 indicates that QIAGEN maintains an
effective and efficient QMS.
Middel 19.svg
ISOQuality.png
Middel 23.svg
Our approach to quality
100%
of manufacturing facilities are
certified to ISO 9001 and/or
ISO 13485 quality system
standards
Recalls
Due to our stringent quality management, recalls rarely occur. In the reporting
year 2024, six recalls (U.S./EU FSCA) and no FDA Class I recalls were
registered. In the event of a recall, all of our sites are subject to global
procedures to avoid the further use of the affected product. We assure full
traceability of each product to the final customer and can, therefore, notify
customers directly in the event of a recall.
Required actions for recalls depend on the individual case. Actions can range
from providing additional information to physically recalling a product. We
have defined processes, responsibilities and improvement programs as required
by regulating authorities to avoid the recurrence of recalls.
Global certifications at manufacturing sites
ISO 9001 and/or ISO 13485 Certified manufacturing sites
Hilden, Germany
MarksYellow.svg
Germantown, USA
MarksLightbrown.svg
Shenzhen, China
Stockach, Germany
MarksTeal.svg
Beverly, USA
MarksDarkBlue.svg
Beijing, China
Barcelona, Spain
MarksLightGrey.svg
Ann Arbor, USA
MarksDarkBrown.svg
Gdańsk, Poland
Västeråss, Sweden
MarksOrange.svg
Frederick, USA
Middel 30.svg
QMS certification
2024
2023
(unassured)
Percent of certified manufacturing sites
100%
100%
Audits and inspection
2024
2023
(unassured)
External audit non-conformance rate (NC/audit
man days)
<0.5
<0.5
Number of FDA warning letters
—
—
Recalls
2024
2023
(unassured)
Number of recalls (U.S./EU FSCA)
6
7
Number of FDA Class I recalls
—
—
Complaint management
Regarding our processes for engaging with customers, for the most part,
complaints in 2024 centered around product performance. Typically complaints
are very specific to the customer's application. Consequently, QIAGEN's
actions focused on identifying the root cause and avoid reoccurrence by
effective corrective and preventive actions.
QIAGEN has established a global process to manage customer feedback.
Central entry gate for technical customer interaction is our Tech-Service. Each
support incident can be escalated to a complaint case if product performance
may be impacted. Each complaint is investigated and appropriate corrections
and corrective and preventive actions (CAPAs) are implemented. The overall
complaint numbers are trended and evaluated.
The complaint management process is part of QIAGEN global CAPA process
landscape that also includes Risk management, CAPA investigations, handling
of non-conforming products, and management of deviations. All are feeding
into a structured process to identify potential root causes and establish effective
corrections and CAPAs. This process is part of QIAGENs global QMS and is
overseen by the Global Quality Assurance team. The CAPA process as all other
processes are trained to relevant employee groups at QIAGEN.
Available channels for customers to reach out to QIAGEN are channels like the
QIAintegrity Line (see also chapter Business Conduct) or Tech-Service.
Customers may also get in contact via social media, telephone and e-mail.
Improving customer satisfaction
QIAGEN not only provides physical products but also comprehensive services
and up-to-date product information to support customers in solving their
scientific questions. This enhances the customer experience and, through high-
quality technical support, accelerates the generation of valuable and trustworthy
insights that customers are seeking. Meeting or exceeding service expectations
builds trust, strengthens our reputation as a reliable partner, unlocks new
business opportunities, and facilitates expansion into new regions and market
sectors. By prioritizing customer needs and experiences, we build lasting
relationships that benefit both our customers and our company while also
streamlining interactions and reducing support efforts.
Service at QIAGEN is organized in regional operational teams supporting the
customer remotely or onsite and a global team working on strategy, processes,
and tools. Customer experience assessment and improvement actions are
implemented through the collaboration of those regional and global service
functions to continuously drive customer centricity. Additionally, customers can
use various channels to submit their feedback and help us improve customer
experience. In 2024, we launched our web-chat option in additional countries
outside of North America, like Germany, France, the UK and Australia to offer
even more timely solutions to the evolving requirements of our customers.
Furthermore, additional web-based tools are being planned for 2025 and
beyond to give customers further self-service options.
To address our customers' expectations in the best possible way, we emphasize
trainings for our sales force, with the goal of enhancing our abilities to
understand customer demands and to educate them about our solutions.
Through our internal learning platform QIAlearn, we offer e-learning and
instructor-led training to our sales professionals on various topics ranging from
basic knowledge to detailed product offerings.
Offerings to meet customer needs
We are committed to enhancing our customers' experiences by monitoring
system functionality and analyzing survey feedback. This helps us adapt to their
evolving needs. Our products span various market segments, leading to both
common and market-specific expectations. Customers expect reliability, safety,
and environmentally friendly manufacturing. Our products are used in
controlled environments, often involving hazardous liquids or complex
machinery with electrical components. To ensure they function with high
precision and to prevent misuse, we provide training on product usage.
Customers are guided with accurate and accessible product- or service-related
information, such as detailed product manuals, handbooks, and data safety
sheets, to ensure proper handling and avoid potential hazards. Improved
access to comprehensive product information and up-to-date research offers
valuable guidance and strengthens our relationships with customers. Engaging
with them through regular updates further deepens these relationships and can
increase customer loyalty. In case our products do not meet the customers’
needs, our Cancellation and Returns practices ensure flexibility and support for
customers managing their orders, allowing standard orders to be cancelled if
not yet shipped and providing prompt replacements for non-conforming
products under warranty.
Measuring customer satisfaction with the Net Promoter Score
QIAGEN strives to create trust and demonstrate reliability, recognizing the risks
related to customer dissatisfaction. Customer dissatisfaction leads to increased
time investment in handling unsatisfied customers, resulting in higher support
costs for QIAGEN. Additionally, unsatisfied customers are less likely to accept
price increases due to a perceived mismatch in value for money. This might
lead to a decline in repeat purchases, compounded by the fact that acquiring
new customers is significantly more time-consuming and costly compared to
retaining existing ones.
To continually assess the satisfaction of our customers, we employ the Net
Promoter Score (NPS) methodology – a systematic global approach to measure
customer experience, analyze feedback, resolve identified individual situations
of dissatisfaction, and derive corrective actions to improve customer experience
in the future where necessary. The NPS is a market research metric that
measures customer satisfaction by asking customers to rate the likelihood that
they would recommend a company or a specific product to a colleague.
Respective NPS values can range from -100, indicating all customers were
detractors and dissatisfied, to +100, indicating all customers were promoters
and satisfied.
In 2024, we continued with our approach of the transactional Net Promoter
Score (NPS-T) for customer care (ordering support) and for tech service
(technical product requests) which we introduced firstly in 2023. Both are run
independently, yet results are analyzed in a combined way to comprehensively
assess customer satisfaction. Upon the completion of an interaction with a
customer, we sent out requests to the respective NPS-T survey via email and
solicited customer feedback on their experience. All collected customer
feedback was directly accessible by local country managers. They analyzed the
collected responses and followed up with customers who indicated they were
not fully satisfied with the resolution of their requests. Based on the feedback we
received, in the future, we will offer enhanced customer service features. As a
consequence of the feedback received, we for instance established a specific
priority routing for incoming requests of a specific customer group in North
America leading to initial response times of less than two hours for those
customers.
Access to healthcare
Our commitment to access to healthcare is focused on Accessibility,
Affordability and Collaboration, with a special focus on therapeutic areas that
disproportionately affect vulnerable populations, including elimination of
Tuberculosis (TB) and Mpox among other infectious and neglected diseases.
Improved accessibility and availability of healthcare services for underserved
populations leads to better healthcare, a reduction in disease burdens and
overall improvements in public health in these regions. However, affordability
remains a challenge, particularly in Low and Middle-Income Countries (LMICs)
with constrained healthcare budgets. The pricing of QIAGEN's diagnostic tools
may pose a challenge for lower-income populations, potentially limiting access
to healthcare for these groups.
To address this, QIAGEN implements global health access pricing and
collaborates with public health organizations, NGOs, and governments to
reduce costs and expand access to diagnostics. While public health touches
every region, particular consideration is given to LMICs where global health
access pricing of our products is offered. By working in partnership with public
health stakeholders, we continuously explore ways to expand access through
technology donations, strategic pricing models, and funding collaborations to
ensure that vital diagnostics reach the populations who need them most.
Facilitating our collaborations
We collaborate with public health laboratories, research institutions, and
government agencies worldwide to enhance access to healthcare through
strategic partnerships and shared initiatives. By working alongside key
institutions, we support sustainable healthcare programs that strengthen
diagnostic capacity, improve resource allocation, and facilitate the integration
of molecular testing into public health strategies—without engaging in political
influence or lobbying activities.
In 2024, QIAGEN continued to expand healthcare access in emerging markets
through targeted collaborations and public health initiatives. Our actions
included partnerships in Africa, Central America, Eastern Europe, and Asia,
addressing critical infectious disease challenges through innovative diagnostic
solutions. Below we highlight several examples of these partnerships.
GenPath Africa Project
One collaboration launched in 2024 involved working with the GenPath Africa
Project based at Stellenbosch University in South Africa, using targeted whole
genome sequencing (WGS) of the entire Tuberculosis mycobacterium genome
for surveillance of drug-resistance. Multidrug-resistant TB (MDR-TB) remains a
major public health challenge around the world and particularly in high-burden
countries such as South Africa. According to the World Health Organization
(WHO), in 2023 an estimated 400,000 people developed a form of drug-
resistant TB. As part of a pilot project QIAseq xHYB Mycobacterium TB Panels
were utilized, enabling the GenPath team to conduct AMR profiling by
examining mutations in drug-resistant genes to identify MDR-TB “hot-spots” in
the country.
Ministries of Health of Costa Rica and Panama
In Central America, QIAGEN has been working in collaboration with officials
from the Ministries of Health of Costa Rica and Panama to provide QIAcuity
digital PCR technology for disease surveillance of wastewater. Very often the
monitoring of wastewater in local communities is the first line of defense for
infectious disease outbreaks. Wastewater surveillance was a particularly
effective tool during the COVID-19 pandemic to identify areas where
transmission was occurring so that additional public health resources could be
deployed to those areas. This is particularly important in the Panama Canal
Zone where a confluence of multiple disease vectors makes wastewater
monitoring critical to supporting the health and well-being of employees and
their families who work to ensure the safe passage of goods through the canal.
In 2024, QIAGEN shipped digital PCR assays and consumables to Panama
and provided a quote for a sales opportunity, with shipment expected in 2025.
Response to public health emergencies – Mpox
QIAGEN rapidly responds to public health threats. In April 2024, our Early
Warning and Response System (EWS) flagged an MPOX Clade 1 outbreak in
the Democratic Republic of the Congo (DRC). We engaged public health
officials, surveillance labs, and local partners to coordinate diagnostics.
Following WHO’s PHEIC declaration in August 2024, QIAGEN shipped
extraction kits and QIAstat-Dx panels to WHO and affected countries, including
DRC, Kenya, Burundi, Rwanda, Senegal, Central African Republic, and Liberia,
supporting outbreak response.
We continue working with WHO, Ministries of Health, and global partners to
expand diagnostic access, aligning with our Access to Healthcare strategy.
Tuberculosis
In their latest Global TB Report, the WHO confirmed that Tuberculosis (TB) is
once again the world’s leading infectious disease killer, taking the top spot
from COVID-19. In 2023, an estimated 10.8 million people became ill with TB,
the largest number since WHO began tracking this figure, and an estimated
1.25 million died of the disease. Recognizing this, for over a decade, QIAGEN
has undertaken a global effort to advance diagnostics for TB in low-resource,
high-disease burdened countries.
Our QuantiFERON-TB Gold Plus (QFT-Plus) remains a known test for the
detection of Tuberculosis which is used globally. We work closely with the
World Health Organization, Stop TB Partnership Private Sector Constituency,
and many other organizations involved in the fight to eliminate this deadly
disease and raise awareness on the importance of TB infection testing.
In the Philippines, for example, one of the five countries that makes up more
than half of the total number of TB cases worldwide along with India,
Indonesia, China and Pakistan. QIAGEN is supporting the Philippines
Department of Health and the USAID in a major pilot project to introduce QFT
Plus IGRA testing to support contact tracing in the country. The project involves
approximately 40,000 tests and will begin in early 2025. This was the
culmination of more than two years of ongoing discussions with Philippines
health authorities, key opinion leaders, and advocacy through patient-centered
organizations including the Philippine Coalition Against Tuberculosis (PhilCAT),
to achieve this important milestone.
QIAGEN's commitment to eliminating TB did not go unnoticed. In 2024, we
reinforced our position as a leader in TB detection by achieving a funding
increase of over 50% compared to 2023. This substantial growth highlights our
dedication to advancing innovative diagnostic solutions for TB. Our sustained
investment underscores QIAGEN's commitment to supporting global efforts in
combating this disease through cutting-edge research and development in
diagnostics.
Governance approach
High awareness of integrity through compliance and trust-building is a key
component of QIAGEN's long-term success. Our commitment to ethical business
conduct is reflected in compliance programs, cyber security measures, and
strategic industry collaborations, all of which support risk mitigation and
operational resilience.
In our 2024 materiality analysis, we assessed the following material impacts:
Description
Allocation in
the value chain
Time horizon
Topic
Sub-topic Sub-sub-topic
Actual positive impact
High awareness of integrity through compliance can lead to stable
relationships with employees and suppliers and can increase their
sense of security and trust
Along the whole
value chain
Medium-term
G1
Business Conduct - Corruption and bribery
Actual negative impact
Misbehavior can have negative consequences for those affected if it
goes unnoticed -> leading to e.g. loss of trust or stigmatization 
Along the whole
value chain
Short-term
G1
Business Conduct - Protection of whistleblowers
Actual negative impact
Animal testing conducted by suppliers can negatively affect the
animals involved
Upstream
Short-term
G1
Business Conduct - Animal welfare
Potential negative impact
We handle data from e.g., our suppliers, customers and business
partners who could be exposed to negative consequences of
sensitive data leakage
Along the whole
value chain
Short-term
G1
Business Conduct
Policies
Our compliance-related policies outline the standards we uphold in our business
activities and our expectations for both internal and externa l stakeholders.
These policies reflect our commitment to integrity. Our compliance policies are
developed by the designated policy owners, who are the managers responsible
for the relevant topics. These policies undergo a thorough review and approval
process by both the Compliance Committee and the Executive Committee.
Annually, the policy owners reassess and update the policies as necessary. Any
modifications are subsequently reviewed and approved by the Compliance
Committee and the Executive Committee to maintain alignment with our
corporate governance standards and sustainability objectives.
The Corporate Code of Conduct and Ethics Policy is designed to empower our
employees with a clear understanding of the principles of business conduct and
ethics that we uphold.
This policy is likely to positively impact employees by increasing their
awareness of integrity and enhancing their sense of security and trust.
It applies to all employees of QIAGEN and its subsidiaries, all members of
QIAGEN´s senior management and every member of the Managing Board and
the Supervisory Board, even if such member is not employed by QIAGEN.
Compliance with the Corporate Code of Conduct and Ethics Policy is expected
by companies, organizations and individuals with whom QIAGEN does
business, such as contract partners, distributors, and consultants.
QIAGEN commits to integrity and transparency concerning comprehensive
disclosure to shareholders and authorities, fair dealing with stakeholders,
leading ethical relations to public institutions, being compliant with laws, rules
and regulations and taking responsibility towards society and environment.
Furthermore, QIAGEN is committed to advancing the industry responsibly and
is a member of several industry trade associations, such as AdvaMed (U.S.)
and MedTech (Europe), which ensures that collaborations between AdvaMed
and MedTech companies and healthcare professionals adhere to high ethical
standards.
We also collaborate with global health policy institutions such as the World
Health Organization and regional consortia, such as the African Society for
Laboratory Medicine, to improve affordable access to testing solutions for
neglected diseases in low-resource settings.
Besides our engagement in industry associations, we are not active in any
direct lobbying activities. Moreover, we do not make or receive any payments
to or from political parties or political action committees. Such actions have
been prohibited without exception by our Code of Conduct.
As a publicly traded company with global operations, we are governed by
regulations across multiple jurisdictions. Ethical conduct and compliance with
laws and regulations therefore are fundamental assets for our business integrity
and our reputation.
Oversight and accountability play a central role in QIAGEN’s compliance
framework. The Compliance Program and the implementation of related
policies is overseen by the Global Compliance Manager and is supported by
the Compliance Committee under the leadership of the Head of Global Legal
Affairs and Compliance. In this role, he reports directly to the Audit Committee
of the Supervisory Board. The Compliance Committee consists of managers
from Legal, Internal Audit, Human Resources, SEC Reporting, Clinical and
Medical Affairs, and Trade Compliance.
The Supervisory Board consists of senior leaders, who are trained in and
updated on compliance matters and new legal requirements. More information
on the Supervisory Board and the Management are registered in our Corporate
Governance Report and in the section General Information in this Sustainability
Statement.
Our Compliance Program includes a comprehensive set of policies designed to
ensure adherence to legal and ethical standards. These policies cover areas,
such as conflicts of interest, insider trading, anti-corruption, revenue recognition,
confidentiality, and social media policy. Particularly, policies regarding
interactions with healthcare professionals are created based on the the
AdvaMed Code of Ethics. The Advanced Medical Technology Association
(AdvaMed) is a global trade association of companies that develop, produce,
manufacture, and market medical technologies. The policies are described in
more detail in our Global Legal Framework for Sales and Marketing Activities
Policy, which includes guidelines on various marketing activities such as
samples, gifts, etc. All policies related to compliance and anti-corruption are
available to QIAGEN employees via the intranet. Each policy includes contact
information and the invitation to comment or to ask questions. Violation of these
policies may result in a disciplinary response, up to and including termination
of any employment or other relationship with the Company, and possibly other
legal action.
Prevention of corruption and bribery
We pay special attention to anti-trust and anti-corruption laws with the help of
our Global Anti-Corruption Policy. As a U.S. listed company with global
operations, QIAGEN is subject to anti-corruption laws worldwide, such as the
Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010 (UKBA).
Our Global Anti-Corruption Policy supports our commitment to aiming to abide
by the anti-trust and anti-corruption laws of the countries in which we operate.
As part of the policy QIAGEN expects all employees, directors, officers, and
business partners to refrain from engaging in any form of bribery and
corruption.
The policy strictly prohibits offering, giving or accepting payments, gifts or
anything of value to influence business decisions, including dealings with
government officials and private entities. Limited exceptions, such as non-cash
gifts and business hospitality, are permitted but must comply with internal
policies and approval procedures. The Global Anti-corruption Policy is based
on the United Nations Convention against Corruption (UNCAC).
Animal welfare: animal testing
QIAGEN does not conduct any animal testing and does not engage in related
activities. In our supply chain, however, we are unable to entirely rule out that
we source raw materials for some of our products from suppliers who could
engage in animal testing or research as stated in CIOMS (Council for
International Organizations of Medical Sciences).
Rules are in place within the QIAGEN Supplier Code of Conduct to promote
responsible actions and address the negative impact regarding animals which
is generated by suppliers that conduct such animal testing. These rules require
that suppliers involved in the use or supply of human embryonic stem cells,
genetic information, human and animal biological samples or genetically
modified microorganisms follow the animal research and welfare requirements
set forth in the International Guiding Principles for Biomedical Research
Involving Animals by the CIOMS. Suppliers shall conduct testing and research
activities only in alignment with the guidelines of international organizations
such as the Association for the Assessment and Accreditation of Laboratory
Animal Care (AAALAC). Suppliers undertaking clinical trials ensure that they
comply with the IFPMA (International Federation of Pharmaceutical
Manufacturers & Associations) Code of Pharmaceutical Marketing Practices, the
Declaration of Helsinki, local laws, regulations and applicable codes of
marketing practice in connection with interactions with Healthcare Professionals
(HCP’s). Any violation of the Supplier Code of Conduct QIAGEN becomes
aware of may result in the termination of the business relationship. Aside from
following the rules in the Supplier Code of Conduct, QIAGEN has not set up
actions for the reporting year or beyond in its upstream value chain.
Whistleblower policy
The Whistleblower Policy defines the competencies and procedures for
submitting, receiving, handling, and retaining whistleblowing reports at
QIAGEN. To encourage people to report misbehavior in order to prevent
negative impacts and consequences for those affected, it also outlines the
protection measures in place to ensure the effectiveness of the whistleblowing
system. Applicable to all reasonable suspicions of actual or potential
misconduct or risks, the policy covers reports related to any area of QIAGEN’s
business or operations, including those concerning direct or indirect suppliers.
Reporting Persons may include current or former employees of QIAGEN, as
well as any other individuals who submit a report in accordance with this
policy. The administration of the policy falls under the responsibility of the Head
of Global Legal Affairs and Compliance.
Robust cyber security governance
Data and cyber security are critical priorities for QIAGEN due to the sensitive
nature of the data the company handles, including proprietary scientific
information, customer and partner data. As a global provider of Sample to
Insight solutions, QIAGEN has a responsibility to protect this data from cyber
threats that could result in financial loss, reputational damage, regulatory
repercussions, harm to data subjects and loss of customer trust. We handle
data from our suppliers, customers, and business partners, for example, who
could be exposed to the negative consequences of a leak of sensitive data. Our
Cyber Security Policy is made publicly available to these stakeholder publicly
on our webpage-. Additionally, further details pertaining to our cyber security
measures and protocols are provided within the framework of established
contracts with our stakeholders, as necessary. Through the implementation of
appropriate cyber security policies, monitoring, risk assessments and
cooperation, QIAGEN aims to protect its intellectual property, ensure
compliance with data protection and cyber security regulations, maintain the
integrity and privacy of sensitive information, and reinforce the company's
commitment to secure, reliable, and trustworthy operations. Our suppliers,
customers, and business partners can access our publicly posted cyber security
policies and measures for data protection matters.
With our Cyber Security Policy and Cyber Security Handbook, we have
supporting privacy and cyber security policies and guidelines in place, which
are reviewed and approved as part of our Cyber Security Council and
Compliance Committee procedures. The Cyber Security Council is sponsored
by the Head of Cyber Security (CISO) who will act as the Chair for the Council.
The Cyber Security Policy and Cyber Security Handbook apply to all employees
and are available on our intranet. Employees are required to acknowledge
their understanding of the policies; otherwise, the training will not be marked as
complete. With these procedures defined in the policy, QIAGEN promotes
secure handling of sensitive data of suppliers, customers and business partners
which would be negatively impacted in case of data leakage.
Our Cyber Security Policy defines and references the information security
requirements and controls within QIAGEN that all stakeholders must adhere to
when planning, implementing or operating information processing, storage or
transmission to comply with the cyber security program of QIAGEN. It
describes the approach and associated controls of information security for
information-based systems and services in accordance with the company’s
business needs and legal obligations.
The policy documents the organization’s cyber security objectives as agreed by
the Cyber Security Council to address the specific needs and requirements of
QIAGEN. Failure to comply with this policy could result in a legal or
contractual violation with significant financial or reputational risks to QIAGEN.
To simplify and streamline the implementation of the objectives derived from the
Cyber Security Policy, we have created our Cyber Security Handbook for
Employees, which focuses on the day-to-day use by all employees for secure
and compliant use of standard applications, information handling and
communications. The handbook provides information on secure passwords,
restrictions on the use of information, services and devices provided by
QIAGEN, the use of mobile computing, communication and internet access,
cyber incident reporting, and other security considerations such as access to
work areas. Failure to comply with any provision of or referenced in the
Handbook may result in disciplinary action, up to and including termination of
employment for employees or termination of contractual relationships for third
parties, contractors or consultants.
Our cyber security efforts are based on the ISO 27001 standard and
incorporate the Information Security Forum “Standard of Good Practice for
Information Security.” Global cyber security and privacy requirements are
actively monitored for and discussed as part of our Cyber Security Council as
well as during Data Protection Committee meetings, both held multiple times a
year.
Actions
Compliance program
Our Compliance Program  incorporates several key initiatives to ensure
effective implementation and adherence. These actions include training
initiatives designed to educate employees on compliance requirements and
ethical conduct. We monitor compliance risks through regular assessments and
audits to identify and mitigate potential issues proactively. Additionally, our
program includes thorough compliance investigations to address any reported
or suspected violations. More detailed descriptions of these actions can be
found further below.
Protection of whistleblowers: QIAGEN Integrity Line
A functioning whistleblower system offers potential whistleblowers the
opportunity to expose misconduct and thus make a difference. The Head of
Global Legal Affairs and Compliance and the Compliance Manager oversee
corruption prevention and operation of the Company's web-based
whistleblower reporting line called QIAintegrity. The QIAintegrity Line is an
independent, impartial and confidential system put into place for the reporting
of severe misconduct within our Company and/or in our supply chain.
Our hotline for the good faith reporting of violations of the law or our
compliance policies are based on the applicable German Whistleblower Act
(Hinweisgeberschutzgesetz), the U.S. Sarbanes-Oxley Act, and the listing
standards of the NYSE.
We follow strict non-retaliation practices. Upon identification of a report, we
diligently investigate all such complaints and protect the anonymity of the
complainant to ensure protection from retaliation as well as to secure the
employment status of the complainant. We also offer a direct email and
telephone hotline for employees to communicate questions or make suggestions
for our Compliance Program. The protection from retaliation does not apply to
persons who intentionally or grossly negligently report false information.
QIAGEN reserves the right to hold such persons liable for any damage
resulting from such false reporting. Our Whistleblower Policy allows
compliance- or audit-related complaints to be collected from outside the
organization and not limited to only reports by employees.
Details about the QIAGEN Integrity hotline are outlined on the compliance
intranet pages and included in our policies, such as the Code of Conduct.
QIAGEN employees are informed about aware of it during their onboarding
process and through the Code of Conduct training.
If potential or actual violations are reported through the QIAintegrity Line, we
will take immediate action upon receipt of a report. The responsibility for
receiving and handling reports lies with the Head of Global Legal Affairs and
Compliance, the Compliance Manager, and the Head of Internal Audit, who
qualify for this task due to their position, education and expertise. In cases
involving possible conflicts of interest, external counsel is engaged to act as a
party. Reported potential or actual violations and breaches will be forwarded to
the Audit Committee of the Supervisory Board.
Investigation processes
Violation of anti-corruption laws such as the FCPA can have significant
consequences for QIAGEN and its employees who can be held personally
liable. In addition, individuals violating anti-bribery laws may be fined and
imprisoned because of criminal prosecution. Our Global Anti-Corruption Policy
gives us guidance to understand the requirements, risks and pitfalls of anti-
corruption laws to avoid any conflicts. Our policies on bribery and anti-
corruption can be found on our Compliance webpage under Investor Relations.
The Legal and Compliance Department closely monitors the evolution of the law
to adapt our policies and training courses. No incidents of corruption and
bribery were detected internally or reported to us during 2024.
Any suspected or reported corruption allegations will be investigated by the
Head of Global Legal Affairs and Compliance in cooperation with the Head of
Internal Audit, as applicable, so the parties are separated from each other. The
investigation process is outlined as follows: Follow up can comprise any action
taken to assess the accuracy of the allegations made in the report and, where
relevant, to address the breach or risk reported, including, without limitation,
through actions such an inquiry, an investigation, a prosecution, an action for
recovery of funds, a referral of the Reporting Person and/or the matter to
another competent internal person (e.g., manager or Executive Committee
member) or function (e.g., Human Resources, Cyber Security, Internal Audit,
Data Protection, Audit Committee of the Supervisory Board) or public authority,
or the closure of the procedure.
Follow up will be guided by the principle of proportionality. Each case will be
examined individually to determine which consequences are suitable, necessary
and appropriate.
At the same time, the rights of the persons being subject of the report and the
other persons mentioned in the report will be respected, based on the principle
that no individual should be considered in violation of any law or policy without
adequate proof based on established facts.
The risk assessments are applied to the entire group. When evaluating the
individual jurisdictions across each subsidiary, we generally observe a higher
corruption risk in developing countries as per the Transparency International
Corruption Perceptions Index. However, we have not identified any significant
risks related to corruption in any of our operations.
Compliance training courses 2024
Our employees' awareness of compliance is shaped by regular in-person, web-
based or virtual training courses held by in-house legal, compliance and
regulatory experts. For example we offer online courses to instruct and verify
knowledge of policies for anti-trust, bribery and corruption, conflicts of interest,
data protection, gifts and entertainment, harassment, insider trading, reporting.
Online training is provided to all employees in nine languages and supported
by multiple communication resources. Additional mandatory courses, including
courses related to risks linked with job function, are customized to the specific
area of responsibility. For example, anti-bribery is addressed at a high level in
the Code of Conduct training, which is mandatory for all new employees.
However, for certain higher-risk roles, such as sales, finance & procurement,
these employees are required to complete advanced training upon joining
QIAGEN and annually thereafter. The basic training courses are followed by
regular refresher courses, with reassessment varying in frequency from annually
up to every three years, depending on the course. The members of the
Executive Committee and the Supervisory Board are regularly updated on
matters of anti-corruption and anti-bribery but are not requested to complete the
standard e-learning courses.
Regarding the prevention of corruption and bribery, in 2024 QIAGEN offered
various training courses. Below please find more detailed information by target
group:
2024
Training coverage
At-risk
functions
Managers
Other own
workers
Total (number of employees)
1,683
1,055
3,058
Total receiving training (number of
employees)
35
2
52
Delivery method and duration:
Classroom training
—
—
—
Computer-based training (Hours)
36.5
2.1
158.6
Voluntary computer-based training
—
—
—
Frequency:
How often training is required
Annually
Annually
Annually
Topics covered:
Anti-Money Laundering
✓
✓
✓
Anti-corruption and Bribery: Global
Anti-corruption
✓
✓
✓
Risk management and due diligence
Our third-party due diligence program follows a risk-based approach that
categorizes third-party intermediaries, such as distributors and agents, based
on the applicable Transparency International Corruption Perceptions Index.
Before any QIAGEN company enters into a contract or business relationship
with any agent, reseller, distributor, consultant, or other representative,
QIAGEN requires that due diligence be conducted, and proper authorization
be obtained prior to commencing the relationship with the representative.
Our third-party due diligence program entails the following elements:
(1) pre-screening, anti-corruption questionnaire and certification for new
distributors, resellers and agents;
(2) annual risk assessment of selected third parties based on a calculated risk
score, which factors in location of business and Corruption Perceptions Index;
(3) training for third-party distributors;
(4) contractual obligation to comply with applicable laws (including anti-
corruption laws) and QIAGEN´s Code of Conduct and Anti-Corruption Policy,
as well as compliance certification; and
(5) due diligence in the form of annual background checks of a random
selection of third parties, and ongoing monitoring.
QIAGEN engages third-party resources to investigate and conduct due
diligence (background checks) on a select sample of High Risk Distributors on
an annual basis. We further exercise a due diligence program on distributors
and agents with the support of external providers annually. This due diligence
program includes the contractual obligation by all third party intermediaries to
observe the related QIAGEN policies, trainings and background checks which
will be applied with a risk-based approach.
Increasing awareness for cyber security among employees
In addition to managing external risks through due diligence processes,
QIAGEN also prioritizes the protection of its digital infrastructure. QIAGEN has
already built a culture of cyber security awareness.
We have implemented a mandatory cyber security awareness training program
for all employees to be completed annually, the completion status of which we
monitor monthly. This program includes educational material on key cyber
threats relevant to our operations, ensuring that employees are aware of
potential risks and their role in mitigating them.
Our online awareness training aims to enable all employees to understand key
security principles, relevant regulations, and their role in protecting sensitive
information. By educating employees about data security, privacy requirements,
cyber threats, and secure data handling practices, e-learning directly supports
compliance with regulatory standards and internal protection protocols.
This knowledge reinforces a culture of responsibility and vigilance in data
protection across the organization which can potentially reduce the likelihood
of security breaches.
On average, more than 90% of our global employees successfully completed
the training in 2024, up from 85% in 2023.
We also conduct several times a year phishing simulations, which are carried
out at least once a month, to give all employees the opportunity to safely
interact with current phishing threats as seen from real threat actors. We offer
awareness webinars and workshops on important security topics, including
emerging phishing trends, as well as role-specific training. In addition, the
cyber security team regularly conducts incident response exercises to evaluate
the organization’s established procedures, including an analysis of each
applicable incident response phase.
Cooperation with international organizations
To facilitate information and knowledge exchange, QIAGEN has joined well-
known industry and governmental cyber security communities like the
Information Security Forum (ISF), Allianz für Cyber-Sicherheit and Health-ISAC.
The Cyber Security team consists of professionals with varying industry
experience, education and security expertise. The team maintains a balanced
combination of managerial and technical skills to provide comprehensive
security capabilities. The Cyber Security employees are also part of
QIAGENS’s HR development processes. The staff development is reviewed in
line with other standard processes.
We are monitoring our organization’s externally exposed assets and services
(Attack Surface Monitoring), as well as information exposure (Dark Web
Monitoring) to identify blind spots and potential weaknesses. For that, we use
professional solutions for monitoring which are managed by the Cyber Security
Team.
Findings are analyzed and handled as part of our Security Operations work.
Our vulnerability management program covers our global networks, digital
workplaces and corporate cloud environments.
We are working with Council for Registered Ethical Security Testers (CREST)
certified partners to conduct regular, at least annual, security assessments of our
global infrastructure.
We further engage with external partners as needed to utilize their expertise for
advanced security assessments. Cyber security risks are considered in the
context of our Enterprise Risk Management.
Cyber Incident Response Plan
QIAGEN has a comprehensive Cyber Incident Response Plan as required by
law to support management of material cyber security incidents. Skilled cyber
security staff execute the plan, which includes regularly exercised response
processes for efficient and effective incident management. During the reporting
period, QIAGEN did not experience any material cyber security incidents
(according to SEC reporting definition).
Sustainability Statement - Annex
ESRS disclosure requirements
The reference table presents the requirements of the ESRS. It indicates where you can find the specific ESRS disclosure requirement, as well as where we have used
incorporation by reference
Cross-cutting standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS 2 - General disclosures
BP-1
General basis for preparation of the sustainability statement
SUS
BP-2
Disclosures in relation to specific circumstances
SUS
GOV-1
The role of the administrative, management and supervisory bodies
SUS
GOV-2
Information provided to and sustainability matters addressed by the undertaking's administrative,
management and supervisory bodies
SUS
GOV-3
Integration of sustainability-related performance in incentive schemes
SUS
GOV-4
Statement on sustainability due diligence
SUS
GOV-5
Risk management and internal controls over sustainability reporting
SUS
SBM-1
Strategy, business model and value chain
SUS
SBM-2
Interests and views of stakeholders
SUS
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and business model
SUS
IRO-1
Description of the process to identify and assess material impacts, risks and opportunities
SUS
IRO-2
Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement
SUS
SUS  Sustainability Statement
CG Corporate Governance
Environmental standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS E1 - Climate change
ESRS 2,
GOV-3
Integration of sustainability-related performance in incentive schemes
SUS
E1-1
Transition plan for climate change mitigation
SUS
ESRS 2,
SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
ESRS 2,
IRO-1
Description of the processes to identify and assess material climate-related impacts, risks and
opportunities
SUS
E1-2
Policies related to climate change mitigation and adaptation
SUS
E1-3
Actions and resources in relation to climate change policies
SUS
E1-4
Targets related to climate change mitigation and adaptation
SUS
E1-5
Energy consumption and mix
SUS
E1-6
Gross Scopes 1, 2, 3 and total GHG emissions
SUS
E1-7
GHG removals and GHG mitigation projects financed through carbon credits
—
—
Not applicable
E1-8
Internal carbon pricing
—
—
Not applicable
E1-9
Anticipated financial effects from material physical and transition risks and potential climate-related
opportunities
—
—
Phase-in
E2 - Pollution
Not material
E3 – Water and Marine Resources
Not material
E4 – Biodiversity and Ecosystems
Not material
ESRS E5 - Resource use and circular economy
ESRS 2,
IRO-1
Description of the processes to identify and assess material resource use and circular economy-
related impacts, risks and opportunities
SUS
E5-1
Policies related to resource use and circular economy
SUS
Environmental standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS E5 - Resource use and circular economy (continued)
E5-2
Actions and resources related to resource use and circular economy
SUS
E5-3
Targets related to resource use and circular economy
SUS
E5-4
Resource inflows
SUS
E5-5
Resource outflows
SUS
E5-6
Anticipated financial effects from material resource use and circular economy-related risks and
opportunities
—
—
Phase-in
Social standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS S1 - Own workforce
ESRS 2,
SBM-2
Interests and views of stakeholders
SUS
61- 63, 105,
112 , 115
ESRS 2,
SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
S1-1
Policies related to own workforce
SUS
S1-2
Processes for engaging with own workers and workers' representatives about impacts
SUS
S1-3
Processes to remediate negative impacts and channels for own workers to raise concerns
SUS
S1-4
Taking action on material impacts on own workforce, and approaches to mitigating material risks
and pursuing material opportunities related to own workforce, and effectiveness of those actions
SUS
S1-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
SUS
S1-6
Characteristics of the undertaking's employees
SUS
S1-7
Characteristics of non-employee workers in the undertaking's own workforce
—
—
Phase-in
S1-8
Collective bargaining coverage and social dialogue
—
—
Not material
Social standards
Disclosure requirement
Section /
Report
Page
Additional information
S1-9
Diversity metrics
SUS
S1-10
Adequate wages
—
—
Not material
ESRS S1 - Own workforce (continued)
S1-11
Social protection
—
—
Phase-in
S1-12
Persons with disabilities
—
—
Phase-in
S1-13
Training and skills development metrics
—
—
Phase-in
S1-14
Health and safety metrics
SUS
S1-15
Work-life balance metrics
—
—
Phase-in
S1-16
Compensation metrics (pay gap and total compensation)
SUS
S1-17
Incidents, complaints and severe human rights impacts
SUS
ESRS S2 - Workers in the value chain
ESRS 2,
SBM-2
Interests and views of stakeholders
SUS
ESRS 2,
SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
S2-1
Policies related to value chain workers
SUS
S2-2
Processes for engaging with value chain workers about impacts
SUS
S2-3
Processes to remediate negative impacts and channels for value chain workers to raise concerns
SUS
S2-4
Taking action on material impacts on value chain workers, and approaches to managing material
risks and pursuing material opportunities related to value chain workers, and effectiveness of those
actions
SUS
S2-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
SUS
Social standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS S3 - Affected communities
Not material
ESRS S4 - Consumers and end-users
ESRS 2,
SBM-2
Interests and views of stakeholders
SUS
ESRS 2,
SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
ESRS S4 - Consumers and end-users (continued)
S4-1
Policies related to consumers and/or end-users
SUS
S4-2
Processes for engaging with consumers and end-users about impacts
SUS
S4-3
Processes to remediate negative impacts and channels for consumers and end-users to raise
concerns
SUS
S4-4
Taking action on material impacts on consumers and end-users, and approaches to managing
material risks and pursuing material opportunities related to consumers and end-users, and
effectiveness of those actions
SUS
S4-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
SUS
Governance standards
Disclosure requirement
Section /
Report
Page
Additional information
ESRS G1 - Business conduct
ESRS 2,
GOV-1
The role of administrative, supervisory and management bodies
SUS
CG
ESRS 2,
IRO-1
Description of the processes to identify and assess material impacts, risks and opportunities
SUS
G1-1
Business conduct policies and corporate culture
SUS
G1-2
Management of relationships with suppliers
Not material
G1-3
Prevention and detection of corruption and bribery
SUS
G1-4
Incidents of corruption or bribery
SUS
G1-5
Political influence and lobbying activities
—
—
Not material
G1-6
Payment practices
—
—
Not material
Data points that derive from other EU legislation
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU
Climate
Law
reference
Relevance
Page
ESRS 2 GOV-1
21 (d)
Board's gender diversity
x
x
ESRS 2 GOV-1
21 (e)
Percentage of board members who are independent
x
ESRS 2 GOV-4
30
Statement on due diligence
x
ESRS 2 SBM-1
40 (d) i
Involvement in activities related to fossil fuel activities
x
x
x
Not applicable
ESRS 2 SBM-1
40 (d) ii
Involvement in activities related to chemical production
x
x
Not applicable
ESRS 2 SBM-1
40 (d) iii
Involvement in activities related to controversial weapons
x
x
Not applicable
ESRS 2 SBM-1
40 (d) iv
Involvement in activities related to cultivation and production of
tobacco
x
Not applicable
ESRS E1-1
14
Transition plan to reach climate neutrality by 2050
x
ESRS E1-1
16 (g)
Undertakings excluded from Paris-aligned Benchmarks
x
x
Not applicable
ESRS E1-4
34
GHG emission reduction targets
x
x
x
ESRS E1-5
38
Energy consumption from fossil sources disaggregated by sources
(only high climate impact sectors)
x
ESRS E1-5
37
Energy consumption and mix
x
ESRS E1-5
40–43
Energy intensity associated with activities in high climate impact
sectors
x
ESRS E1-6
44
Gross Scope 1, 2, 3 and Total GHG emissions
x
x
x
ESRS E1-6
53-55
Gross GHG emissions intensity
x
x
x
ESRS E1-7
56
GHG removals and carbon credits
x
Not applicable
ESRS E1-9
66
Exposure of the benchmark portfolio to climate-related physical risks
x
Phase-in
ESRS E1-9
66 (a);
66 (c)
Disaggregation of monetary amounts by acute and chronic physical
risk; Location of significant assets at material physical risk
x
Phase-in
ESRS E1-9
67 (c)
Breakdown of the carrying value of its real estate assets by energy-
efficiency classes
x
Phase-in
ESRS E1-9
69
Degree of exposure of the portfolio to climate-related opportunities
x
Phase-in
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU
Climate
Law
reference
Relevance
Page
ESRS E2-4
28
Amount of each pollutant listed in Annex II of the E-PRTR Regulation
emitted to air, water and soil
x
Not material
ESRS E3-1
9
Water and marine resources
x
Not material
ESRS E3-1
13
Dedicated policy
x
Not material
ESRS E3-1
14
Sustainable oceans and seas
x
Not material
ESRS E3-4
28 (c)
Total water recycled and reused
x
Not material
ESRS E3-4
29
Total water consumption in m3 per net revenue on own operations
x
Not material
ESRS 2- SBM 3 -
E4 
16 (a) i
—
x
Not material
ESRS 2- SBM 3 -
E4 
16 (b)
—
x
Not material
ESRS 2- SBM 3 -
E4 
16 (c)
—
x
Not material
ESRS E4-2
24 (b)
Sustainable land/agriculture practices or policies
x
Not material
ESRS E4-2
24 (c)
Sustainable oceans/seas practices or policies
x
Not material
ESRS E4-2
24 (d)
Policies to address deforestation
x
Not material
ESRS E5-5
37 (d)
Non-recycled waste
x
ESRS E5-5
39
Hazardous waste and radioactive waste
x
ESRS 2- SBM3 -
S1
14 (f)
Risk of incidents of forced labour
x
ESRS 2- SBM3 -
S1
14 (g)
Risk of incidents of child labour
x
ESRS S1-1
20
Human rights policy commitments
x
ESRS S1-1
21
Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
x
ESRS S1-1
22
Processes and measures for preventing trafficking in human beings
x
ESRS S1-1
23
Workplace accident prevention policy or management system
x
ESRS S1-3
32 (c)
Grievance/complaints handling mechanisms
x
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU
Climate
Law
reference
Relevance
Page
ESRS S1-14
88 (b)
and (c)
Number of fatalities and number and rate of work-related accidents
x
x
ESRS S1-14
88 (e)
Number of days lost to injuries, accidents, fatalities or illness
x
ESRS S1-16
97 (a)
Unadjusted gender pay gap
x
x
ESRS S1-16
97 (b)
Excessive CEO pay ratio
x
ESRS S1-17
103 (a)
Incidents of discrimination
x
ESRS S1-17
104 (a)
Non-respect of UNGPs on Business and Human Rights and OECD
x
x
ESRS 2- SBM3 -
S2
11 (b)
Significant risk of child labour or forced labour in the value chain
x
ESRS S2-1
17
Human rights policy commitments
x
ESRS S2-1
18
Policies related to value chain workers
x
ESRS S2-1
19
Non-respect of UNGPs on Business and Human Rights principles
and OECD guidelines
x
x
ESRS S2-1
19
Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
x
ESRS S2-4
36
Human rights issues and incidents connected to its upstream and
downstream value chain
x
ESRS S3-1
16
Human rights policy commitments
x
Not material
ESRS S3-1
17
Non-respect of UNGPs on Business and Human Rights, ILO
principles or and OECD guidelines
x
x
Not material
ESRS S3-4
36
Human rights issues and incidents
x
Not material
ESRS S4-1
16
Policies related to consumers and end-users
x
ESRS S4-1
17
Non-respect of UNGPs on Business and Human Rights and OECD
guidelines
x
x
ESRS S4-4
35
Human rights issues and incidents
x
ESRS G1-1
§10 (b)
United Nations Convention against Corruption
x
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU
Climate
Law
reference
Relevance
Page
ESRS G1-1
§10 (d)
Protection of whistle-blowers
x
ESRS G1-4
§24 (a)
Fines for violation of anti-corruption and anti-bribery laws
x
x
ESRS G1-4
§24 (b)
Standards of anti-corruption and anti-bribery
x
Supervisory Board Report
Dear Stakeholders,
2024 was a year of both opportunities and challenges for QIAGEN. The
global business environment remained complex, with geopolitical uncertainty,
inflationary pressures and shifting macroeconomic conditions influencing market
dynamics.
Yet, through the resilience, ingenuity and unwavering dedication of our more
than 5,700 QIAGENers, we made significant progress in executing our
strategy, further solidifying our position in key market segments and driving
sustainable growth.
QIAGENers as our strength
We have a strong sense of pride in how our QIAGENers have emerged
stronger and more focused after the pandemic, continuing our momentum to
address the evolving needs of customers around the world. The determination
and passion of our employees are at the heart of our ability to innovate, adapt
and succeed.
During 2024, we advanced our leadership in Life Sciences and Molecular
Diagnostics, expanded our automation solutions and launched new products
that will drive scientific breakthroughs. These achievements reaffirm QIAGEN’s
role as a trusted partner in Life Sciences and healthcare. It is always a pleasure
to see QIAGEN customers winning a Nobel Prize, as was the case again in
2024, demonstrating the profound impact of our solutions on groundbreaking
scientific advancements.
While some market headwinds persisted, our relentless commitment to
innovation, operational efficiency and customer-centric solutions has positioned
us well to navigate these challenges.
Our strategic orientation remains on "balance" and "focus" – maintaining a
well-diversified customer base across the Life Sciences and Molecular
Diagnostics sectors while prioritizing investments in our Growth Pillars.
These represent areas where QIAGEN has established market leadership or
where there is a strong potential to achieve one in the coming years, supported
by a high level of R&D investment that drives innovation and differentiation.
Providing guidance with oversight
The Supervisory Board continues to play a crucial role in providing oversight,
evaluating performance and advising senior management as QIAGEN executes
its long-term strategy. With diverse expertise in international business
leadership, finance, operations and supply chains, and deep knowledge of Life
Sciences and diagnostics, our Board members remain actively engaged in
shaping the Company’s direction.
Through formal meetings, ad hoc discussions and close interactions with the
Managing Board, as well as dedicated sessions with other senior leaders, our
role is to ensure QIAGEN remains well-positioned to adapt to evolving market
conditions.
This reporting of the Supervisory Board activities in 2024 details the key areas
we have focused on throughout the year, including financial performance,
strategic initiatives and governance matters.
During the year, the Supervisory Board held sessions without the Managing
Board to discuss important topics, including strategic planning and governance
priorities, ensuring thorough and independent oversight. The Supervisory Board
also continued to refine its approach to risk management, compliance and
ethical business practices, reinforcing our commitment to the highest
governance standards and ensuring QIAGEN’s long-term success.
An area of emphasis continues to be reviewing our Environmental, Social and
Governance (ESG) strategy, which is central to our long-term sustainability and
value creation. The Supervisory Board remains pleased with the progress made
in integrating ESG principles across QIAGEN, reinforcing our commitment to
responsible business practices.
Robust stakeholder engagement
Engaging with stakeholders remains fundamental to our mission. We continue
to collaborate closely with our customers and partners to advance our "Sample
to Insight" solutions, enabling scientists and healthcare providers to unlock
valuable molecular insights.
Our ongoing interactions with employees foster an inclusive and innovative
workplace culture, helping us attract and retain top talent. Their engagement,
drive and willingness to go above and beyond continue to be the backbone of
our success. In 2024, we enhanced our commitment to employee engagement
through leadership development programs, mentoring initiatives and well-being
support, ensuring that QIAGENers continue to thrive and grow within the
organization. This year, we introduced new professional development
programs and initiatives aimed at fostering leadership and career growth
among QIAGENers, further strengthening our talented workforce.
We also maintained an open dialogue with shareholders, discussing
QIAGEN’s performance, strategy and long-term ambitions. The successful
completion of a total of $600 million of synthetic share repurchases through
programs in early 2024 and early 2025 underscores our confidence in
QIAGEN’s value creation potential and our commitment to delivering returns to
investors.
Strengthening the Supervisory Board composition
Ensuring strong governance and leadership is a key priority for the Supervisory
Board. The addition of two new members, Dr. Eva van Pelt and Bert van Meurs,
in early 2024 further strengthened our Board’s already strong expertise in
international healthcare management, digitalization and strategic business
leadership. Their insights will be invaluable as we navigate the evolving
industry landscape and drive QIAGEN’s growth agenda.
Furthermore, the Scientific Advisory Board, under the leadership of Supervisory
Board member Prof. Dr. Ross Levine, continues to provide critical insights into
emerging market opportunities and technology advancements. Regular updates
from this group have helped prioritize internal R&D efforts and assess potential
external collaborations, reinforcing our innovation-driven strategy.
As a last point, it is my intention to step down from the Supervisory Board with
effect at the Annual General Meeting in June 2025 after having served on the
Board since 2013. I would like to personally express my appreciation to my
colleagues on the Supervisory Board and the Managing Board for their highest
level of collaboration and professionalism during my tenure. I continue to be
truly inspired by the level of commitment among my colleagues and their
dedication to the success of QIAGEN.
Following the Annual General Meeting, the Supervisory Board intends to elect
Stephen H. Rusckowski as the new Chair. With his leadership, a strong
executive team and a clear strategic vision, QIAGEN is well-positioned to
continue its trajectory of growth and innovation. Under Mr. Rusckowski’s
chairmanship, the Company will build on its strengths while exploring new
opportunities in the evolving Life Sciences landscape. Mr. Rusckowski has had
a remarkable career in the healthcare industry and a proven track record as the
former Chairman and CEO of Quest Diagnostics, one of the most important
diagnostics companies in the U.S. and a QIAGEN customer. He has made
significant contributions to QIAGEN since joining the Board in 2023, and I am
convinced that his leadership will be instrumental in guiding QIAGEN through
this volatile macroeconomic landscape.
2025 perspectives
Looking ahead to 2025, we anticipate continued geopolitical and
macroeconomic uncertainties, especially with the announcement of new tariffs
in the United States along with ongoing efforts by central banks to manage
inflation and enhance economic growth. The global landscape remains
dynamic, shaped by technological advancements, regulatory changes and
evolving customer needs.
Despite these complexities, we remain confident in QIAGEN’s ability to
capitalize on growth opportunities. QIAGEN remains committed to delivering
long-term value by investing in high-impact innovation, sustainable business
practices and fostering global partnerships that drive scientific and medical
breakthroughs.
In particular, we continue to integrate digitalization and AI-powered
bioinformatics solutions to enhance data interpretation and improve efficiency
in molecular testing. These advancements are enabling customers to gain
deeper insights from their samples faster than ever before, reinforcing our role
as a leader in Life Sciences and diagnostics.
Our robust strategy, strong execution and commitment to innovation position us
well for sustained success. Most importantly, the dedication, talent and
expertise of our QIAGENers continue to be the foundation of our achievements,
ensuring that we remain at the forefront of our industry.
As we move forward, we encourage all stakeholders—including employees,
customers, partners, and shareholders—to actively engage in shaping
QIAGEN’s continued success and advancing our shared vision for the future.
As I conclude my tenure on the Board, it is truly remarkable to see what our
QIAGENers have achieved together as a team, and I have the highest
confidence that QIAGEN will continue to thrive in the years ahead. On behalf
of the Supervisory Board, I thank you for your trust and support as we work
together to fulfill our vision of “making improvements in life possible.”
Lawrence A. Rosen
Chair of the Supervisory Board
April 2025
We understand the significance of clear and transparent corporate governance
rules and have aligned our internal organization and processes with these
principles where appropriate. This section provides an overview of our
corporate governance structure and includes details of the information required
under the Dutch Corporate Governance Code 2022 (published at
www.mccg.nl) (the Dutch Code). The Dutch Code is applicable to QIAGEN
N.V. (in the following, also referred to as QIAGEN or the Company) as a
publicly listed company incorporated under the laws of the Netherlands with a
registered seat in Venlo, The Netherlands. The Dutch Code contains the
principles and concrete provisions which the persons involved in a listed
company (including Managing Board members and Supervisory Board
members) and stakeholders should observe in relation to one another.
QIAGEN is a ‘Naamloze Vennootschap,’ or N.V., a Dutch limited liability
company similar to a corporation in the United States. We have a two-tier
board structure under which QIAGEN is managed by a Managing Board that
consists of executive management and acts under the supervision of an
independent Supervisory Board (non-executives).
It is in the interest of QIAGEN and all of our stakeholders, including
shareholders, that each board performs its functions appropriately with a clear
division of responsibilities, inclusive of interactions with the General Meeting of
Shareholders (General Meeting) and the external auditor, to operate in a well-
functioning system of checks and balances.
The Supervisory Board follows the principle of increasing stakeholder value and
has always pursued the highest standards in corporate governance.
QIAGEN is committed to ensuring a corporate governance structure that best
suits its business and stakeholders and that complies with relevant rules and
regulations. Our corporate governance practices are generally derived from the
provisions of the Dutch Civil Code and the Dutch Corporate Governance Code,
although there are some minor deviations due to factors such as legal
requirements imposed by other jurisdictions in which QIAGEN's Shares are
listed as well as due to industry standards. A brief summary of the principal
differences is presented in the section Dutch Corporate Governance Code -
Comply or Explain.
Requirements – U.S.
Our Shares are registered and traded in the United States on the New York
Stock Exchange (NYSE). Consequently, we must comply with requirements of
U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other
regulations enacted under U.S. securities law. In addition, we are subject to the
NYSE listing standards that are applicable to "foreign private issuers" such as
QIAGEN. A brief summary of the principal differences is presented under the
section NYSE Exemptions.
Requirements – EU and Germany
Our Global Shares are also listed in Germany on the Frankfurt Stock Exchange
in the Prime Standard segment, where QIAGEN is a member of the DAX Index
of the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of
the TecDAX Index composed of the country’s leading technology companies.
Accordingly, we are required to follow the applicable European regulations
and German capital market laws, in particular the EU Market Abuse Regulation
No 596/2014 and the German Securities Trading Act
(Wertpapierhandelsgesetz).
We believe all of our operations are carried out in accordance with legal
frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU
regulations and applicable German and U.S. capital market laws.
QIAGEN operates under a two-tier corporate structure
General Meeting
• Each share carries one vote
• Decisions on key topics (e.g., authorizations to Supervisory Board to issue shares and repurchase shares,
adoption of the remuneration policies for the Managing Board and Supervisory Board and the appointment
of independent auditors)
Reports to
Elects and ratifies
Reports to
Elects and ratifies
Managing Board
Close cooperation
for the benefit of
the company
Supervisory Board
Executive Committee
• Top management body of
QIAGEN N.V.
• Decisions on issues of business policy
and corporate strategy as well as
annual and multi-year plans
• Four committees
– Audit
– Compensation & Human Resources
– Nomination & Governance
– Science & Technology
• Comprised of experienced leaders
across the Company allowing for
functions, businesses and markets to
be represented at the highest level
• The Managing Board is accountable
for the actions and decisions by the
Executive Committee
Arrowsright-left.jpg
Informs and
reports to
Advises, oversees,
approves
Arrowsleft.jpg
General
The Managing Board is responsible for the continuity of QIAGEN and its
affiliated enterprise and for defining our strategy for, among other things,
sustainable long-term value creation, and achieving our aims and results
through the management of QIAGEN worldwide. The Managing Board is also
responsible for financing, managing the risks associated with our business
activities and complying with all relevant legislation and regulations. In
accordance with Dutch Law, our Managing Board, which has two members,
has chosen to work with an Executive Committee and is accountable for the
actions and decisions of the Executive Committee. This Committee is comprised
of the CEO, the CFO and certain experienced leaders who are responsible for
the operational management of the Company and the achievement of its
objectives and results. The Managing Board (specifically, the Chief Financial
Officer) is informed of the findings of the Internal Audit function, which operates
under the direct responsibility of the Supervisory Board through the Audit
Committee.
The Managing Board provides timely information to the Supervisory Board for
discussions on the development of QIAGEN and, in particular, reviews internal
risk management and control systems with the Audit Committee.
The Managing Board is accountable for the performance of its duties to the
Supervisory Board and the General Meeting. In discharging its duties, the
Managing Board takes into account the interests of all stakeholders, including
shareholders, in a commitment to sustainable long-term value creation.
Composition and Appointment
The Managing Board consists of one or more members as determined by the
Supervisory Board. The Managing Board members are appointed by the
General Meeting upon a binding nomination by the Joint Meeting of the
Supervisory Board and the Managing Board (the Joint Meeting). The General
Meeting may overrule the binding nature of any nomination by a resolution
adopted by at least a two-thirds majority of the votes cast, if such majority
represents more than half of the issued share capital.
Managing Board members are appointed annually for one-year terms for the
period beginning on the day following the Annual General Meeting up to, and
including, the day of the Annual General Meeting held in the following year.
Managing Board members may be suspended and dismissed by the General
Meeting by a resolution adopted by a two-thirds majority of the votes cast, if
such majority represents more than half of the issued share capital, unless the
proposal was made by the Joint Meeting, in which case a simple majority of
votes cast is sufficient. Furthermore, the Supervisory Board may, at any time,
suspend (but not dismiss) a member of the Managing Board.
Managing Board Members
The following were our Managing Board members for the year ended
December 31, 2024. This information is part of the sustainability statement
(ESRS GOV-1 21c and 23a) and was subject to a limited assurance
engagement.
Thierry_1200x674.jpg
Thierry Bernard
Chief Executive Officer
(1964, U.S./French)
Thierry Bernard joined QIAGEN in February 2015 to lead our growing
presence in molecular diagnostics, the application of Sample to Insight solutions
for molecular testing in human healthcare. He was named Chief Executive
Officer in March 2020 after serving in this role on an interim basis and
became a member of the Managing Board in 2021. Previously, Mr. Bernard
held roles of increasing responsibility during 15 years with bioMérieux SA,
most recently as Corporate Vice President, Global Commercial Operations,
Investor Relations and the Greater China Region. He also held senior
management roles in several other leading international companies. In March
2023, he was named Chair of the AdvaMedDx Board of Directors, a U.S.
industry trade association, and joined the Board of Directors of Neogen
Corporation (NASDAQ: NEOG) in 2024. Mr. Bernard has earned degrees
and certifications from Sciences Po, LSE, the College of Europe, Harvard
Business School, Centro de Comercio Exterior de Barcelona and has been
appointed Conseiller du Commerce Extérieur by the French government.
roland_sackers.jpg
Roland Sackers
Chief Financial Officer
(1968, German)
Roland Sackers joined QIAGEN in 1999 as Vice President, Finance and has
been Chief Financial Officer since 2004. In 2006, Mr. Sackers became a
member of the Managing Board. From 1995 to 1999, he was an auditor with
Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft.
Since 2019, Mr. Sackers has served on the Supervisory Board of Evotec SE, a
publicly listed company based in Germany, becoming Chair of the Audit
Committee in 2019 and Vice Chair of the Supervisory Board in 2021. He is
also a member of the Board of the industry association BIO Deutschland. Mr.
Sackers earned his Diplom-Kaufmann from the University of Münster.
General
The Supervisory Board supervises the policies of the Managing Board, the
general course of our business and our strategy for, among other things,
sustainable long-term value creation. The Supervisory Board assists the
Managing Board by providing advice related to the business activities of
QIAGEN. Meetings are held in the absence of the Managing Board for select
topics at each regular meeting. In discharging its duties, the Supervisory Board
takes into account the interests of QIAGEN and all stakeholders, including
shareholders, in its aim to create long-term value. The Supervisory Board is
responsible for the quality of its own performance. In this respect, the
Supervisory Board conducts an annual self-evaluation which periodically takes
place under the supervision of an external expert. Our Supervisory Board has
specified matters requiring its approval, including decisions and actions that
would fundamentally change our assets, financial position or results of
operations.
The Supervisory Board has established four Committees - Audit, Compensation
& Human Resources, Nomination & Governance (formerly the Nomination &
ESG Committee) and Science & Technology - from among its members.
Additional committees can be established, or existing Committees modified,
based on the terms of the charter, as deemed beneficial. The Supervisory Board
has approved charters for each of these Committees. An overview of these
Committees, their operations and meeting attendance is provided in the
Supervisory Board Report.
Composition and Appointment
The Supervisory Board consists of at least three members, or a larger number as
determined by the Joint Meeting. Members of the Supervisory Board are
appointed by the General Meeting upon the Joint Meeting having made a
binding nomination for each vacancy. However, the General Meeting may
overrule the binding nature of any nomination by a resolution adopted by at
least a two-thirds majority of the votes cast, if such majority represents more
than half of the issued share capital.
The Supervisory Board shall be composed in a way that enables it to carry out
its duties properly and enables its members to act critically and independently
of one another, of the Managing Board and of any one particular interest. As a
result, the Supervisory Board has adopted a profile, in terms of its size and
composition, that takes into account the nature of our business, its activities and
the desired diversity, expertise and background of the Supervisory Board
members. The current profile of the Supervisory Board can be found on our
website (www.qiagen.com). The Supervisory Board has appointed a Chair
from among its members, who is subject to adhere to the duties assigned by the
Articles of Association and the Dutch Code.
Members of the Supervisory Board are appointed annually for the period
beginning on the day following the Annual General Meeting of our
shareholders up to, and including, the day of the Annual General Meeting held
in the following year. Members of the Supervisory Board may be suspended
and dismissed by the General Meeting by a resolution adopted by a two-thirds
majority of the votes cast, if such majority represents more than half of the
issued share capital, unless the proposal was made by the Joint Meeting, in
which case a simple majority of votes cast is sufficient.
Our Supervisory Board is composed of individuals with diverse expertise,
backgrounds, nationalities and professional experiences, ensuring a well-
rounded and effective leadership team. The desired qualifications and
composition of the Supervisory Board are outlined in its charters, which are
available on our website under “Supervisory Board.”
Independence
QIAGEN is in compliance with the NYSE listing standards that require a
majority of the Supervisory Board Members to be independent.
Additionally, the Dutch Code distinguishes between certain independence
criteria that may be fulfilled by not more than one Supervisory Board member
(e.g., prior employment with the Company, receiving personal financial
compensation from the Company or having an important business relationship
with the Company) and other criteria that may not be fulfilled by more than the
majority of the Supervisory Board members. In some cases, Dutch
independence requirements are more stringent, such as by requiring a longer
“look back” period (five years) for former executives to become Supervisory
Board members.
In other cases, the NYSE rules are more stringent, such as having a broader
definition of disqualifying affiliations. All of our Supervisory Board members are
independent under the Dutch Code and under the NYSE requirements.
Supervisory Board
Independence under the Dutch Code
13
Independent
Not Independent
Supervisory Board Members
The following is a brief summary of Supervisory Board members for the year
ended December 31, 2024. This information is part of the sustainability
statement (ESRS GOV-1 21c and 23a) and was subject to a limited assurance
engagement.:
Lawrene_Rosen_7446_web_1200x675.jpg
Lawrence A. Rosen
Supervisory Board Chair
Committees: Audit, Nomination & Governance
(1957, U.S.)
Lawrence A. Rosen joined the Supervisory Board in 2013 and has served as
Chair of the Supervisory Board since 2020. He has been a member of the
Audit Committee since 2013 and a member of the Nomination & Governance
Committee since 2020. Mr. Rosen also serves on the Supervisory Boards of
Lanxess AG and Deutsche Post AG, where he previously was a member of the
Board of Management and Chief Financial Officer from 2009 to 2016. He
served as Chief Financial Officer of Fresenius Medical Care AG & Co. KGaA
from 2003 to 2009, and earlier as Senior Vice President and Treasurer of
Aventis SA in Strasbourg. Mr. Rosen holds a bachelor’s degree from the State
University of New York and an MBA from the University of Michigan.
Metin_Coplan_7558_web_1200x675.jpg
Dr. Metin Colpan
Committees: Science & Technology (Chair), Nomination &
Governance
(1955, German)
Metin Colpan Ph.D. co-founded QIAGEN and served as its first Chief Executive
Officer and a Managing Director from 1985 to 2003. Dr. Colpan has been a
member of the Supervisory Board since 2004 and has served as Chair of the
Science & Technology Committee since 2014. He has been a member of the
Nomination & Governance Committee since 2015. Prior to co-founding
QIAGEN, Dr. Colpan was an Assistant Investigator at the Institute for
Biophysics at the University of Düsseldorf. He has extensive experience in
Sample technologies, in particular the separation and purification of nucleic
acids, and has many patents in the field. Dr. Colpan obtained his Ph.D. and
master’s degree from the Darmstadt Institute of Technology.
Toralf_Haag_7496_web_1200x675.jpg
Dr. Toralf Haag
Committee: Audit (Chair and Financial Expert)
(1966, German)
Toralf Haag Ph.D. joined the Supervisory Board and Audit Committee in 2021
and is Chair of the Audit Committee. Since September 2024, Dr. Haag is Chief
Executive Officer and Chairman of the Executive Board of Aurubis AG,
a publicly-listed German company. Previously, Dr. Haag was Chief Executive
Officer and Chairman of the Corporate Board of Management of Voith GmbH
& Co. KGaA, a privately held German technology company. Before joining
Voith as Chief Financial Officer in 2016, Dr. Haag served for more than 11
years as Chief Financial Officer and Member of the Executive Committee of
Lonza Group AG. Dr. Haag earned a degree in business administration from
the University of Augsburg and a Ph.D. from the University of Kiel.
Levine.jpg
Prof. Dr. Ross L. Levine
Committee: Science & Technology
(1972, U.S.)
Ross L. Levine M.D. joined the Supervisory Board and its Science & Technology
Committee in 2016. In 2021, he became Chair of QIAGEN’s Scientific
Advisory Board. A physician-scientist focused on researching and treating
blood and bone-marrow cancers, Dr. Levine is the Laurence Joseph Dineen
Chair in Leukemia Research, the Chief of Molecular Cancer Medicine and an
Attending Physician at Memorial Sloan Kettering Cancer Center, and Professor
of Medicine at Weill Cornell Medicine. Board-certified in internal medicine and
hematology-oncology, Dr. Levine received a bachelor’s degree from Harvard
College and his M.D. from The Johns Hopkins University School of Medicine.
Elaine_Mardis_7356 1_web_1200x675.jpg
Prof. Dr. Elaine Mardis
Committees: Compensation & Human Resources, Science &
Technology
(1962, U.S.)
Elaine Mardis Ph.D. joined the Supervisory Board in 2014. She is also a
member of the Science & Technology Committee and the Compensation &
Human Resources Committee. Dr. Mardis is Co-Executive Director of the Steve
and Cindy Rasmussen Institute for Genomic Medicine at Nationwide Children’s
Hospital in Columbus, Ohio, and Professor of Pediatrics at The Ohio State
University College of Medicine. Previously, she was the Robert E. and Louise F.
Dunn Distinguished Professor of Medical Sciences at Washington University
School of Medicine and President of the American Association for Cancer
Research. Dr. Mardis is a scientific advisor to Scorpion Therapeutics LLC, an
elected member of the U.S. National Academy of Medicine, and a member of
the Board of Directors of Singular Genomics Systems, Inc., a publicly listed
company based in the U.S. Dr. Mardis received her bachelor’s degree and
Ph.D. from the University of Oklahoma.
S_1366_0_CC_GEN_Bert_van_Meurs.jpg
Bert van Meurs
Committee: Nomination & Governance
(1961, Dutch)
Bert van Meurs joined the Supervisory Board and the Nomination &
Governance Committee in April 2024. He is a member of the Executive
Committee at Royal Philips N.V. of the Netherlands, where he serves as
Executive Vice President and Chief Business Leader of Image Guided Therapy,
and also as Chief Business Leader of Precision Diagnosis (ad interim)
responsible for Diagnosis & Treatment. He has more than 30 years of
experience since joining Philips in 1985 in various global business leadership
positions in research and development, clinical science, and marketing and
sales in Europe and Asia. He has a Master’s degree in Physics from the
University of Utrecht and a degree in Business Marketing from the Technical
University of Eindhoven, both in the Netherlands.
S_1366_1_CC_GEN_Eva_van_Pelt.jpg
Eva van Pelt
Committee: Audit Committee
(1965, German)
Eva van Pelt joined the Supervisory Board and the Audit Committee in March
2024. She most recently served as Co-CEO and member of the Management
Board of Eppendorf Group, a privately-held German Life Sciences company
with more than EUR 1.2 billion of annual sales and over 5,000 employees
worldwide. Prior to her time at Eppendorf, she held various international
management positions of increasing responsibility with Siemens, Accenture,
Hitachi Data Systems and Leica Microsystems. She also currently serves as a
member of the Supervisory Board of Paul Hartmann AG, a publicly-listed
German healthcare company, and as President of the German-Dutch Chamber
of Commerce. She earned a Diplom-Kauffrau degree from the Ludwig-
Maximilians-Universität in Munich.
Eva_Pisa_7247_web_1200x675.jpg
Dr. Eva Pisa
Committees: Compensation & Human Resources (Chair)
(1954, Swedish/Swiss)
Eva Pisa Ph.D. joined the Supervisory Board and the Compensation & Human
Resources Committee in 2022. She is an advisor to several life science and
diagnostic companies through her company piMed Consulting, and she
previously held senior leadership positions in Roche Diagnostics International
from 2007 to 2020, most recently as Senior Vice President at Roche
Centralized and POC Solutions. Prior to joining Roche, she was Chief Executive
Officer of Sangtec Molecular Diagnostics AB, a Swedish start-up, from 2001 to
2007. Dr. Pisa holds a Ph.D. from the Karolinska Institutet and an MBA from
Heriot-Watt University.
Steve-Rusckowski_16x9.jpg
Stephen H. Rusckowski
Committees: Compensation & Human Resources, Nomination
& Governance (Chair)
(1957, U.S.)
Stephen H. Rusckowski joined the Supervisory Board in April 2023. He is the
Chair of the Nomination & Governance Committee and serves on the
Compensation & Human Resources Committee. He most recently served as
Chairman, President and Chief Executive Officer of Quest Diagnostics. He
joined Quest Diagnostics as President and Chief Executive Officer in May
2012 and was named Chairman in 2016. He stepped down from his role as
President and CEO in 2022, and as Chairman in early 2023. Prior to joining
Quest Diagnostics, Mr. Rusckowski was CEO of Philips Healthcare, which he
joined in 2001 when Philips acquired the Healthcare Solutions Group that he
was leading at Hewlett-Packard/Agilent Technologies. Mr. Rusckowski also
serves on the Board of Directors of Baxter International Inc. and Tenet
Healthcare Corporation, and previously served as a member of the Board of
Directors of Xerox Holdings Corporation and Covidien plc. He earned a
bachelor’s degree in Mechanical Engineering from Worcester Polytechnic
Institute and a master’s in Management from the Massachusetts Institute of
Technology’s Sloan School of Management.
Elzabeth_Tallett_7535_web_1200x675.jpg
Elizabeth E. Tallett
Committees: Audit, Compensation & Human Resources,
Nomination & Governance
(1949, U.S./British)
Elizabeth E. Tallett joined the Supervisory Board and its Audit Committee and
Compensation & Human Resources Committee in 2011. In 2016, she joined
the Nomination & Governance Committee. Ms. Tallett is Chair of the Board of
Directors of Elevance Health, Inc., and a member of the Board of Directors of
Moderna, Inc., both publicly listed companies based in the U.S. From 2002 to
2015, she was a Principal of Hunter Partners, LLC, a management company for
pharmaceutical, biotechnology and medical device companies, and continues
to consult with early-stage healthcare companies. She previously served as
President and Chief Executive Officer of Transcell Technologies Inc., President
of Centocor Pharmaceuticals, a member of the Parke-Davis Executive
Committee, and Director of Worldwide Strategic Planning for Warner-Lambert
Company. A founding Board member of the Biotechnology Council of New
Jersey, Ms. Tallett received bachelor’s degrees in mathematics and economics
from the University of Nottingham.
Summary of Skills, Qualifications and Background for the
Supervisory Board:
The following tables outline the current Supervisory Board members and a
selection of their skills and experience. This collective expertise provides the
Supervisory Board with comprehensive capabilities to drive innovation, ensure
governance and lead strategic growth in the Life Sciences and healthcare
industries. This information is part of the sustainability statement (ESRS GOV-1
21c and 23a) and was subject to a limited assurance engagement.
Lawrence A. Rosen
Dr. Metin Colpan
Dr. Toralf Haag
Prof. Dr. Ross L. Levine
Prof. Dr. Elaine Mardis
• Financial leadership in healthcare
and corporate sectors: Former
Chief Financial Officer at Deutsche
Post AG and Fresenius Medical
Care AG & Co. KGaA, with
extensive experience in financial
management and corporate
strategy.
• Leadership and entrepreneurial
experience: Co-founder and first
CEO of QIAGEN, leading the
company from 1985 to 2003.
• Financial and executive
leadership in healthcare and
industry: Extensive experience as
Chief Financial Officer and CEO
for global companies, including
Voith GmbH, Lonza Group AG
and Aurubis AG.
• Expertise in hematology-oncology
and molecular cancer medicine:
Board-certified physician-scientist
specializing in blood and bone
marrow cancers with leadership
roles at Memorial Sloan Kettering
Cancer Center and Weill Cornell
Medicine.
• Leadership in genomic medicine
and cancer research: Co-
Executive Director at the Steve and
Cindy Rasmussen Institute for
Genomic Medicine and former
President of the American
Association for Cancer Research.
• Governance and supervisory
experience: Chair of the
Supervisory Board at QIAGEN
since 2020 and active member of
Audit Committee and Nomination
& Governance Committee.
• Expertise in Sample technologies:
Pioneer in nucleic acid separation
and purification with extensive
patents in the field.
• Governance and audit expertise:
Chair of the Audit Committee at
QIAGEN and a member of its
Supervisory Board since 2021.
• Leadership in scientific advisory
and research initiatives: Laurence
Joseph Dineen Chair in Leukemia
Research.
• Scientific governance and
advisory roles: Member of
QIAGEN’s Science & Technology
Committee, advisor to Scorpion
Therapeutics  and Board Director
at Singular Genomics Systems, Inc.
• Healthcare and multinational
oversight: Supervisory Board
member at Lanxess AG and
Deutsche Post AG, with a strong
background in global corporate
finance and treasury.
• Scientific governance and
innovation oversight: Chair of the
Science & Technology Committee
since 2014 and member of the
Nomination & Governance
Committee since 2015.
• Strategic oversight: Experienced in
managing public and private
healthcare companies with
expertise in business administration
and corporate governance.
• Start-up and biotechnology
ventures: Advises and supports
start-ups in cancer therapies and
molecular diagnostics, providing
scientific expertise and strategic
guidance.
• Academic and clinical
excellence: Professor of Pediatrics
at The Ohio State University
College of Medicine and an
elected member of the U.S.
National Academy of Medicine.
Bert van Meurs
Eva van Pelt
Dr. Eva Pisa
Stephen H. Rusckowski
Elizabeth E. Tallett
• Expertise in medical technology
and innovation: Over 30 years of
global business leadership roles at
Royal Philips N.V., specializing in
Image Guided Therapy and
Precision Diagnosis.
• Executive leadership in life
sciences and healthcare: Former
Co-CEO of Eppendorf Group,
managing a global company with
over €1.2 billion in annual sales
and 5,000+ employees.
• Senior leadership in life sciences
and diagnostics: Former Senior
Vice President at Roche Diagnostics
and CEO of Sangtec Molecular
Diagnostics, with extensive
experience in the diagnostics
industry.
• Leadership in healthcare and
diagnostics: Former Chairman,
President and CEO of Quest
Diagnostics and previous CEO of
Philips Healthcare, with extensive
experience in the healthcare
industry.
• Healthcare & biotech leadership:
Chair of Elevance Health, Board
member at Moderna, former CEO
of Transcell Technologies and
President of Centocor
Pharmaceuticals.
• Strategic senior leadership and
operational oversight: Member of
the Executive Committee at Royal
Philips, with extensive experience
in research, development, clinical
science and marketing across
Europe and Asia.
• Broad international management
expertise: Held senior roles at
Siemens, Accenture, Hitachi Data
Systems and Leica Microsystems,
with a strong focus on strategic
growth and operations.
• Strategic advisory and business
development: Advisor to life
science and diagnostic companies
through her consultancy, piMed
Consulting, providing expertise in
innovation and commercialization.
• Governance expertise: Serves on
the Boards of Baxter International
Inc. and Tenet Healthcare
Corporation, with prior experience
on the Boards of Xerox Holdings
Corporation and Covidien plc.
• Pharma & biotech strategy:
Former Principal at Hunter Partners
and held senior roles at Warner-
Lambert and Parke-Davis,
specializing in strategy, business
development and growth.
• International leadership and
market expansion: Led global
business initiatives across Europe
and Asia, driving growth and
innovation in the medical
technology sector.
• Governance & advisory:
Supervisory Board member at Paul
Hartmann AG and President of the
German-Dutch Chamber of
Commerce, specializing in cross-
border collaboration.
• Global healthcare & biotech
leadership: Led business growth
and strategy in Europe, North
America and global markets.
• Technical & management
expertise: B.S. in Mechanical
Engineering (Worcester
Polytechnic) and M.S. in
Management (MIT Sloan).
• Global leadership & governance:
Experienced in leading and
advising healthcare and pharma
companies across the U.S., Europe
and international markets.
Dutch law: Diversity requirements within the Managing Board
and Supervisory Board
On January 1, 2022, a Dutch gender diversity bill became effective. The
gender diversity bill imposes requirements on so-called "large" companies such
as QIAGEN to formulate appropriate and ambitious gender balance targets for
the Supervisory Board, Managing Board and senior management.
Accordingly, we have established gender balance targets that we consider
appropriate and ambitious as follows:
• Our objective is for at least 40% of the Supervisory Board members to be
women and at least 40% men in the mid-term. As of December 31, 2024,
the Supervisory Board was comprised of 40% women.
• Our current Managing Board consists of two members, the CEO and the
CFO, who are ultimately accountable for the actions and decisions of
QIAGEN. If there is a change of a current Managing Board member, an
expansion in the number or a change in the governance structure, we will
seek to have at least 30% women as members and at least 30% men. We
will consider internal candidates from QIAGEN’s senior management who
fulfill the desired profile for any open position or by defining selection criteria
for new hires that include, among other factors, gender diversity.
• In senior management, our goal is to have at least 40% women and 40%
men in these roles in the mid-term. To achieve this goal, gender diversity is a
goal that is part of our annual Team Goals, as well as a priority in our
recruiting practices and talent development programs. As of December 31,
2024, 37% of senior management roles were held by women, having
increased from 28% in 2018.
Although we are not subject to quota requirements for gender diversity within
the Managing Board and Supervisory Board, we support the trend toward
higher participation of women. At the same time, QIAGEN believes that gender
is only one aspect of diversity and strives to ensure a diverse composition in
terms of factors such as age, nationality, public reputation, industry or
academic experience, etc.
We are committed to increasing diversity while pursuing individuals for these
Boards and senior management roles who offer a unique blend of scientific and
commercial expertise combined with leadership capabilities that will contribute
to the future success of QIAGEN. Management development programs support
the career advancement of leaders regardless of gender and other factors. As a
result, the number of women in key leadership roles, particularly in commercial
and operational positions, has increased within QIAGEN in recent years. In
line with this commitment, our Nomination & Governance Committee will
continue to select future members for the Managing Board and Supervisory
Board with due observance of its aim to ensure a diverse leadership team on
the basis of gender, but also on the basis of other factors - all without
compromising our commitment to hiring the best individuals for those positions.
More information about diversity at QIAGEN can be found below under the
section Dutch Corporate Governance Code - Comply or explain.
Culture
At QIAGEN, we foster a culture deeply embedded in quality, ingenuity, and
accessibility, reflecting our core brand values. Our purpose—to help customers
advance science and improve patient outcomes—drives our commitment to a
strong, ethical, and inclusive corporate culture.
Culture’s Contribution to Long-Term Value Creation
Our EMPOWER culture is designed to encourage employees to take ownership
of their work while remaining accountable for decisions that align with the best
interests of QIAGEN, our customers, and stakeholders. This empowerment
fosters innovation, collaboration, and integrity—critical components of our long-
term sustainable value creation.
Our approach to compensation reinforces our cultural aspirations by rewarding
both what goals are achieved and how they are accomplished, ensuring
alignment with our values and ethical standards.
Governance and Compliance: Ensuring Ethical Conduct
QIAGEN maintains a robust framework of checks and balances to uphold
compliance with laws, ethical standards and healthy business practices:
(1) Corporate Code of Conduct and Ethics – Establishes the highest standards
of integrity, ensuring ethical decision-making across all levels of the
organization.
(2) QIAintegrity Line – A web-based, independent and confidential reporting
tool that allows employees and third parties to report misconduct within
QIAGEN or our supply chain, reinforcing transparency and accountability.
(3) Compliance Committee – Comprising senior executives from various
functions, this committee is responsible for overseeing compliance with our
Corporate Code of Conduct and Ethics and ensuring continuous
improvement in ethical governance.
QIAGEN regularly evaluates the effectiveness of these initiatives and remains
committed to fostering a culture that supports sustainable, long-term value
creation while maintaining the highest standards of compliance and integrity.
Conflicts of Interest, Loans or Similar Benefits
Resolutions to enter into transactions that may create a conflict of interest
between a member of the Managing Board or Supervisory Board and QIAGEN
– where such transactions could have material significance for either QIAGEN
or the involved member – must be reported to the Supervisory Board for review
and approval.
In 2024, neither QIAGEN nor any of its Supervisory Board members entered
into any such transactions. No credit, loans or similar benefits were granted to
members of the Managing Board or Supervisory Board. Additionally, the
Managing Board and Supervisory Board members did not receive any benefits
from third parties that were either promised or granted in view of their position
with QIAGEN.
Shareholder Meetings
Our Shareholders exercise their voting rights through the Annual General
Meeting and also through any Extraordinary General Meeting that may be
called.
Resolutions at a General Meeting are adopted by an absolute majority of votes
cast, unless a different majority of votes or quorum is required by Dutch law or
the Articles of Association. Each Share confers the right to cast one vote.
Furthermore, the Managing Board, or where appropriate the Supervisory
Board, shall provide all shareholders and other stakeholders with equal and
simultaneous public information about any matters deemed to be materially
relevant and could significantly influence QIAGEN's Share price.
QIAGEN is required to convene an Annual General Meeting in the
Netherlands within six months following the end of each year. The agenda must
contain certain matters as specified in our Articles of Association and under
Dutch law, including, among other things, the adoption of the Annual Financial
Statements.
Extraordinary General Meetings are held as often as deemed necessary by the
Managing Board or Supervisory Board, or upon a request to the Managing
Board or Supervisory Board by one or more shareholders and other persons
entitled to attend meetings jointly representing (i) at least 40% of our issued
share capital, with those persons jointly being authorized to convene such
meeting themselves in case the Boards do not timely comply with the request, in
accordance with the Articles of Association, or (ii) at least 10% of our issued
share capital, with those persons jointly being authorized to convene such
meeting themselves in case the Boards do not timely comply with the request,
but only if and to the extent authorized thereto by a competent Dutch court in
accordance with the laws of the Netherlands.
Shareholders are entitled to propose items for the agenda provided that they
hold at least 3% of the issued share capital.
Proposals for agenda items must be submitted at least 60 days prior to the
General Meeting date. The notice convening a General Meeting, accompanied
by the agenda, shall be sent no later than 42 days prior to the meeting date.
QIAGEN informs the General Meeting by means of explanatory notes to the
agenda, providing all information relevant to the proposed resolutions.
Pursuant to the Dutch Code, all transactions between QIAGEN and legal or
natural persons who hold at least 10% of the shares in the Company shall be
agreed on terms that are customary to our industry. Decisions to enter into
transactions in which there are considered to be conflicts of interest of material
significance to the Company and/or to the people involved require the
approval of the Supervisory Board. QIAGEN did not enter into any such
transaction in 2024.
Furthermore, pursuant to the Dutch implementation of the Shareholders Rights
Directive II (SRD II), certain material transactions with related parties (in the
meaning of the standards adopted by the International Accounting Standards
Board and approved by the European Commission) require the approval of the
Supervisory Board or, if all Supervisory Board members are involved in such
transactions, the General Meeting of Shareholders.
Major Shareholders
The following table sets forth certain information concerning the ownership of
our Shares by holders with at least 5% ownership. None of these holders have
any different voting rights than other shareholders.
Name and country of residence
Shares beneficially owned
Number
Percent ownership(1)
BlackRock, Inc., United States and United Kingdom
22,845,802
(2)
10.28%
Massachusetts Financial Services Company, United States and Canada
24,066,569
(3)
10.83%
Wellington Management Group LLP, United States and United Kingdom
23,291,538
(4)
10.48%
(1) The percentage ownership was calculated based on 222,290,848 Common Shares outstanding as of December 31, 2024.
(2) Of the 22,845,802 shares attributed to BlackRock, Inc., it has sole voting power over 21,036,992 and sole dispositive power over all 22,845,802 shares. This information is based solely on the Schedule
13G filed by BlackRock, Inc. with the Securities and Exchange Commission on November 7, 2024, which reported ownership as of October 31, 2024.
(3) The 24,066,569 shares attributed to Massachusetts Financial Services Company are reported as of December 31, 2023. Of the 24,066,569 shares attributed to Massachusetts Financial Services
Company, it has sole voting power over 20,451,464 and sole dispositive power over all 24,066,569 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial
Services Company with the Securities and Exchange Commission on February 9, 2024, which reported ownership as of December 31, 2023.
(4) Information is based on a report on Schedule 13G jointly filed with the Securities and Exchange Commission on February 6, 2025 by Wellington Management Group LLP, Wellington Group Holdings LLP,
Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. These shares are owned of record by clients of certain investment advisers including Wellington Management
Company LLP (together, the "Wellington Investment Advisers"), of which Wellington Management Group LLP is the parent holding company. Wellington Investment Advisors Holdings LLP controls directly, or
indirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington
Group Holdings LLP is owned by Wellington Management Group LLP. According to this Schedule 13G, of these 23,291,538 shares, each of Wellington Management Group LLP, Wellington Group
Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 18,485,559 and shared dispositive power over all 23,291,538 shares as of January 31, 2025. Wellington
Management Company LLP has shared voting power over 13,367,076 shares and shared dispositive power over 14,178,191 shares as of January 31, 2025.
Control of Registrant
To our knowledge, QIAGEN is not directly or indirectly owned or controlled by
another corporation, by any foreign government, or by any other natural or
legal person.
As of January 31, 2025, the officers and directors of QIAGEN as a group
beneficially owned approximately 1.0 million Shares, or 0.4% of outstanding
Shares.
Holders of any securities with special control rights
Not applicable.
System of control of any employee share scheme where the
control rights are not exercised directly by the employees
Not applicable.
Restrictions on voting rights
At the General Meeting, each Share shall confer the right to cast one vote,
unless otherwise provided by law or our Articles of Association. No votes may
be cast in respect of Shares that we or our subsidiaries hold, or by
usufructuaries and pledgees.
All shareholders and other persons entitled to vote at General Meetings are
entitled to attend General Meetings, to address the meeting and to vote.
They must notify the Managing Board in writing of their intention to be present
or represented no later than on the third day prior to the day of the General
Meeting, unless the Managing Board permits notification within a shorter
period of time prior to the Meeting. Subject to certain exceptions, resolutions
may be passed by a simple majority of the votes cast.
Agreements between shareholders known to the Company and
may result in restrictions on the transfer of securities and/or
voting rights
Not applicable.
Rules governing the appointment and replacement of Board
members and amendments of the Articles of Association
Supervisory Board and Managing Board members are appointed annually for
the period beginning on the day following the Annual General Meeting up to,
and including, the day of the Annual General Meeting held the following year.
Managing Board members shall be appointed by the General Meeting upon
the Joint Meeting having made a binding nomination. However, the General
Meeting may overrule the binding nature of a nomination by a resolution
adopted by at least a two-thirds majority of the votes cast, if such majority
represents more than half the issued share capital. This is different from the
provisions of many U.S. corporate statutes, including the Delaware General
Corporation Law, which give the directors of a corporation greater authority in
choosing the executive officers.
Under our Articles of Association, the General Meeting may suspend or dismiss
a Managing Board member at any time. The Supervisory Board shall also be
entitled at all times to suspend (but not to dismiss) a Managing Director. The
Articles of Association also provide that the Supervisory Board may adopt
management rules governing the internal organization of the Managing Board.
The Supervisory Board members shall be appointed by the General Meeting
upon the Joint Meeting having made binding nominations. If a vacancy occurs
in the Supervisory Board during the year, the Supervisory Board may appoint a
new member who will cease to hold office at the next Annual General Meeting,
where this member may stand for appointment to a one-year term along with
other Supervisory Board and Managing Board members. This right is limited to
a number up to one-third of its current members.
Under Dutch law, in the event that there is a conflict of interest between a
Supervisory Board member and QIAGEN involving our business, the involved
Supervisory Board member shall not participate in the discussions and voting
on that matter. Additionally, Dutch law stipulates that a Supervisory or
Managing Board member should report any conflict of interest or potential
conflict of interest in a transaction that is of material significance to the
Company and/or to the member to the Chair of the Supervisory Board without
delay. The Supervisory Board should decide, outside the presence of the
involved Supervisory Board member, whether there is a conflict of interest. If all
Supervisory Board members have a conflict of interest, the relevant resolution
shall be voted on by the General Meeting. Decisions to enter into transactions
under which a Supervisory Board member has a conflict of interest require the
approval of the Supervisory Board.
The Nomination & Governance Committee is primarily responsible for the
preparation of selection criteria and appointment procedures for members of
the Supervisory Board and Managing Board as well as the periodic evaluation
of the scope and composition of the two Boards, including the profile of the
Supervisory Board. It also proposes the (re-)appointments of the members for
both Boards and supervises the policy of our Managing Board in relation to
selection and appointment criteria for senior management.
A resolution of the General Meeting to amend our Articles of Association,
dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or
exclude any pre-emptive rights to which shareholders shall be entitled is valid
only if proposed to the General Meeting by the Supervisory Board.
A resolution of the General Meeting to amend our Articles of Association is
further only valid if the complete proposal has been made available for
inspection by the shareholders and the other persons entitled to attend General
Meetings at our offices as from the day of notice convening such meeting until
the end of the meeting. A resolution to amend our Articles of Association to
change the rights attached to the shares of a specific class requires the
approval of the relevant class meeting.
Powers of Board members, including to issue or buy back shares
The Managing Board manages QIAGEN and is responsible for defining and
achieving QIAGEN’s aims, strategy, policies and results. It is also responsible
for complying with all relevant legislation and regulations, as well as for
managing the risks associated with our business activities and financing
requirements.
The Managing Board provides the Supervisory Board with timely information
necessary for the exercise of the duties of the Supervisory Board, and takes into
account the interests of QIAGEN, its enterprises and all parties involved in
QIAGEN, including shareholders and other stakeholders.
Supervisory Board members have the powers assigned to them by Dutch law,
the Articles of Association and in certain cases powers assigned by the General
Meeting.
The Supervisory Board assists the Managing Board by providing advice
relating to the business activities and strategy. In discharging its duties, the
Supervisory Board also takes into account the interests of QIAGEN, its
enterprise and all parties involved in QIAGEN, including shareholders and
other stakeholders.
On June 21, 2024, the General Meeting authorized the Supervisory Board until
December 21, 2025 (i) to issue a number of ordinary shares and financing
preference shares and grant rights to subscribe for such shares, the aggregate
par value of which shall be equal to the aggregate par value of fifty percent
(50%) of the shares issued and outstanding in the capital of the Company as at
December 31, 2023, as included in the Annual Accounts for Calendar Year
2023 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing
ordinary shares or granting subscription rights, the aggregate par value of such
shares or subscription rights shall be up to a maximum of ten percent (10%) of
the aggregate par value of all shares issued and outstanding in the capital of
the Company as at December 31, 2023.
We may acquire our own shares, subject to certain provisions of Dutch law and
our Articles of Association, if (i) shareholders’ equity less the payment required
to make the acquisition does not fall below the sum of paid-up and called-up
capital and any reserves required by Dutch law or the Articles of Association,
and (ii) we and our subsidiaries would not thereafter hold shares with an
aggregate nominal value exceeding half of our issued share capital. Shares
that we hold in our own capital or shares held by one of our subsidiaries may
not be voted. The Managing Board, subject to the approval of the Supervisory
Board, may effect the acquisition of shares in our own capital. Our acquisitions
of shares in our own capital may only take place if the General Meeting has
granted to the Managing Board the authority to effect such acquisitions. Such
authority may apply for a maximum period of eighteen months and must specify
the number of shares that may be acquired, the manner in which shares may
be acquired and the price limits within which shares may be acquired. Dutch
corporate law allows for the authorization of the Managing Board to purchase
a number of shares equal to up to 50% of the Company’s issued share capital
on the date of the acquisition. On June 21, 2024, the General Meeting
resolved to extend the authorization of the Managing Board in such manner
that the Managing Board may cause us to acquire shares in our own share
capital, for an 18-month period beginning June 21, 2024, until December 21,
2025, without limitation at a price between one euro cent (EUR 0.01) and one
hundred ten percent (110%) of the higher of the average closing price of our
shares on the New York Stock Exchange or, as applicable, the Frankfurt Stock
Exchange, for the five trading days prior to the day of purchase, or, with
respect to Preference and Financing Preference shares, against a price between
one euro cent (EUR 0.01) and three times the issuance price and in accordance
with applicable provisions of Dutch law and our Articles of Association.
Significant agreements to which the Company is a party and
which take effect after or terminate upon a change of control of
the Company following a takeover bid
Certain other provisions of our Articles of Association allow us, under certain
circumstances, to prevent a third party from obtaining a majority of the voting
control of our Common Shares through the issuance of Preference Shares.
Pursuant to our Articles of Association and the resolution adopted by our
General Meeting, our Supervisory Board is entitled to issue Preference Shares
in case of an intended takeover of our Company by (i) any person who alone
or with one or more other persons, directly or indirectly, have acquired or given
notice of an intent to acquire (beneficial) ownership of an equity stake which in
aggregate equals 20% or more of our share capital then outstanding or (ii) an
“adverse person” as determined by the Supervisory Board. If the Supervisory
Board opposes an intended takeover and authorizes the issuance of Preference
Shares, the bidder may withdraw its bid or enter into negotiations with the
Managing Board and/or Supervisory Board and agree on a higher bid price
for our Shares.
In 2004 (as amended in 2012), we granted an option to the Stichting
Preferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the
exercise of the option by the Foundation is subject to the conditions described
in the paragraph above and which option allows the Foundation to acquire
preference shares. The option enables the Foundation to acquire such number
of preference shares as equals the number of our outstanding common shares
at the time of the relevant exercise of the right less one share. When exercising
the option and exercising its voting rights on such shares, the Foundation must
act in our interest and the interests of our stakeholders. The purpose of the
Foundation option is to prevent or delay a change of control that would not be
in the best interests of us and our stakeholders. An important restriction on the
Foundation’s ability to prevent or delay a change of control is that issuing
(preference or other) protective shares enabling the Foundation to exercise 30%
or more of the voting rights without the obligation to make a mandatory offer
for all shares held by the remaining shareholders, is only allowed after a public
offer has been announced by a third party. In addition, the holding of such a
block of shares by the Foundation is restricted to two years and, as a
consequence, the size of the protective stake will need to be decreased below
the 30% voting rights threshold before the two-year period lapses.
Pursuant to our stock plans, the vesting and exercisability of certain stock rights
will be accelerated in the event of a change of control, as defined in the
agreements under the 2014 and 2023 Stock Plans. Further, certain of our
employment contracts contain provisions which guarantee the payments of
certain amounts in the event of a change in control, or if the executive is
terminated for reasons other than cause, as defined in the agreements.
Agreements between the Company and its Board members
or employees providing for compensation in case of resignation
or termination without valid reason or if employment ceases
due to a change of control
The Managing Board members are appointed annually to one-year terms by the
General Meeting upon a binding nomination by the Joint Meeting. Further, the
Managing Board members have entered into employment agreements with
QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements
vary for each Managing Board member due to individual arrangements, and
these go beyond the one-year term of appointment as Managing Directors.
These agreements cannot be terminated without cause and, absent such cause,
have to be fulfilled under the terms. These agreements contain provisions that
guarantee certain payments in the event of a change in control, as defined in
the agreements. There are no arrangements for any extra compensation in case
of resignation or termination.
The Supervisory Board members are also appointed annually by the General
Meeting upon a binding nomination by the Joint Meeting.
There are no additional employments in place and there are no arrangements
for any extra compensation in case of resignation or termination.
The General Meeting determines the remuneration of the members of the
Supervisory Board.
Reporting in accordance with Directive 2004/25/EC of the
European Parliament and of the Council of April 21, 2004, on
takeover bids
Not applicable.
Structure of our capital, including securities which are not
admitted to trading on a regulated market in a Member State of
the European Union
The authorized classes of our shares consist of common shares, Financing
Preference Shares and Preference Shares. No Financing Preference Shares or
Preference Shares have been issued.
As of December 31, 2024, a total of approximately 222.3 million Common
Shares were outstanding along with approximately 3.6 million additional
shares reserved for issuance upon the vesting of outstanding stock awards.
Additionally, convertible debts issued in 2020 and 2024, discussed further in
Note 16 "Debt," cover an aggregate of 14.0 million underlying shares of
common stock or up to a maximum of 18.7 million shares, subject to customary
adjustments under certain circumstances.
Shares - restrictions on the transfer of securities
Our Shares are issued in registered form only. No Share certificates are issued
for our Shares, which are registered in our Shareholders' Register with Equiniti
Trust Company, LLC, our transfer agent and registrar in New York.
The transfer of registered Shares requires a written instrument of transfer and
the written acknowledgment of such transfer by QIAGEN or the New York
Transfer Agent (in our name).
Anti-Takeover Measures
In 2004, the Supervisory Board granted an option to the Dutch Foundation
Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire
preference shares from QIAGEN if (i) a person has (directly or indirectly)
acquired or has expressed a desire to acquire more than 20% of our issued
share capital, or (ii) a person holding at least a 10% interest in the share
capital has been designated as a hostile person by our Supervisory Board. The
option enables the Foundation to acquire preference shares equal to the
number of our outstanding common shares at the time of the relevant exercise
of the right, less one share. When exercising the option and exercising its
voting rights on these shares, the Foundation must act in the interest of QIAGEN
and the interests of our stakeholders. No preference shares are currently
outstanding.
Additional Information
Cyber Security
Cyber security risks are managed at multiple levels throughout the Company
and are considered in the context of our overall Enterprise Risk Management as
discussed under Risks and Risk Management. Cyber security risks facing our
business that are reasonably likely to materially affect us, including our business
strategy, results of operations or financial condition, are described in Risks and
Risk Management under “We rely on secure communication and information
systems and are subject to evolving privacy and data security laws. Any
disruption, breach or failure could adversely affect our business, financial
condition and reputation.” In the last three years through the date of this annual
report, there have been no breaches of cyber security or other related risk
threats that have, or are reasonably likely to have, a material impact to our
business. We have not incurred any material expenses and have not incurred
any penalties or settlements.
Cyber Security Risk Management and Strategy
Embedded in our risk management strategy, we maintain a cyber security
program to identify and assess material risks to ensure the confidentiality,
integrity and availability of our information assets and to ensure our IT systems
operate effectively. Reporting to our Chief Financial Officer, our Chief
Information Security Officer (CISO) is responsible for our enterprise and cyber
risk management program. A subject-matter expert with more than a decade of
experience leading information security programs, our CISO is supported by a
global team of security professionals. These security professionals focus on
information security and evaluate our global processes and relevant cyber
security threats. The severity and materiality of incidences are address through
an incident reporting process and, if necessary, are escalated internally to
senior management, who assess the need for public disclosure.
Our cyber security program includes appropriate testing and training, and we
engage third parties in connection with such processes to ensure the
effectiveness of our cyber security controls. Additionally, relevant third-party
service providers are subject to cyber security review.
Cyber Security Governance
The Managing Board is ultimately responsible for cyber security management,
which is overseen by our Audit Committee, a committee of our Supervisory
Board. The CISO reports cyber security risks and incidents to the Audit
Committee. This reporting includes an update on cyber risk management,
internal security awareness testing results, cyber incident response and planned
improvements. In the event of a material incidence, the Audit Committee would
be informed in a timely manner and kept updated regarding the mitigation and
remediation of such an incidence. They would also be involved in the
assessment of any public disclosure.
Stock Plans
The stock plan is administered by the Compensation & Human Resources
Committee of the Supervisory Board, which selects participants from among
eligible employees, consultants and directors, and determines the number of
shares subject to the stock-based award, the length of time the award will
remain outstanding, the manner and time of the award's vesting, the price per
share subject to the award, and other terms and conditions of the award
consistent with the Plan. The Compensation & Human Resources Committee's
decisions are subject to the approval of the Supervisory Board.
The Compensation & Human Resources Committee has the power, subject to
Supervisory Board approval, to interpret the plans and to adopt such rules and
regulations (including the adoption of “sub plans” applicable to participants in
specified jurisdictions) as it may deem necessary or appropriate. The
Compensation & Human Resources Committee or the Supervisory Board may,
at any time, amend the plans in any respect, subject to Supervisory Board
approval. Exceptions apply, including (i) no amendment that would adversely
affect the rights of any participant under any option previously granted may be
made without such participant's consent, and (ii) no amendment shall be
effective prior to shareholder approval to the extent such approval is required to
ensure favorable tax treatment for incentive stock options or to ensure
compliance with Rule 16b-3 under the United States Securities Exchange Act of
1934, as amended (the Exchange Act) at such times as any participants are
subject to Section 16 of the Exchange Act.
On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock
Plan, which replaced the 2014 Stock Plan in May 2024. Further detailed
information regarding stock options and awards granted under the plan can be
found in Note 22 "Share-Based Compensation" included in the Consolidated
Financial Statements.
Corporate Code of Conduct and Ethics and Whistleblower Policy
We have a Corporate Code of Conduct and Ethics that outlines business
principles for our employees and rules of conduct. Our Corporate Code of
Conduct and Ethics is updated annually and meets the requirements of the SEC
and the NYSE Listed Company Manual. The Corporate Code of Conduct and
Ethics applies to all employees including the chief executive officer, chief
financial officer, the principal accounting officer or controller and other persons
performing similar functions. The full text of our Corporate Code of Conduct
and Ethics can be found on our website, www.qiagen.com, on the
Compliance page under About QIAGEN.
Furthermore, we have a formal Whistleblower Policy concerning the reporting
of alleged irregularities within QIAGEN of a general, operational or financial
nature. We have a web-based, independent and confidential reporting tool,
our QIAintegrity Line, that allows employees and third parties to report
misconduct within QIAGEN or our supply chain, reinforcing transparency and
accountability. The QIAintegrity Line can be found on our website,
www.qiagen.com, on the Compliance page under About QIAGEN.
Insider Trading Policy
Dealings in our Shares based on material non-public information about
QIAGEN is strictly prohibited under U.S. and German securities laws.
These laws are complex and penalties can be severe. In order to protect
QIAGEN and its employees from such sanctions, we have adopted an Insider
Trading Policy that outlines basic rules, including procedures governing any
dealings in our Shares, that applies to potential Insiders (individuals with
knowledge of non-public material information) and holders of QIAGEN Shares
(including stock options and Restricted Stock Units). The Insider Trading Policy
applies to the Supervisory Board, Managing Board and all employees of
QIAGEN N.V. and its subsidiaries.
Clawback Policy
To create and maintain a culture that emphasizes integrity and accountability
and that reinforces our pay-for-performance compensation philosophy, the
Managing Board and Supervisory Board adopted a policy which provides for
the recoupment of certain executive compensation in the event of an accounting
restatement resulting from material non-compliance with financial reporting
requirements under the federal securities laws (Clawback Policy). The Clawback
Policy applies to our current and former executive officers, as determined by the
Supervisory Board, in accordance with the requirements of Section 10D of the
Exchange Act and any applicable rules or standards adopted by the SEC and
any national securities exchange on which our securities are listed, and any
such other employees who may, from time to time, be deemed subject to the
Clawback Policy by the Supervisory Board.
Independent Auditors
In accordance with the requirements of Dutch law, our independent auditor for
our statutory consolidated financial statements, prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
and filed with the Netherlands Authority for the Financial Markets (AFM), is
appointed, and may be removed, by the General Meeting. The Supervisory
Board nominates a candidate for the appointment as external auditor, for which
the Audit Committee advises the Supervisory Board. At the Annual General
Meeting in 2024, KPMG Accountants N.V. was appointed as external auditor
for the Company for the 2024 year. The external auditor is invited to attend the
meeting of the Supervisory Board at which the statutory financial statements
prepared in accordance with International Financial Reporting Standards and
filed with the AFM shall be approved. Furthermore, the external auditor is
invited to attend the General Meeting at which the statutory financial statements
are adopted and may be questioned by the General Meeting on its statement
on the fairness of our annual accounts prepared in accordance with
International Financial Reporting Standards.
Following the appointment of KPMG Accountants N.V. for the audit of our
statutory consolidated financial statements, the external auditor for our
consolidated financial statements prepared under U.S. generally accepted
accounting principles is KPMG AG Wirtschaftsprüfungsgesellschaft, which
audited the U.S. GAAP consolidated financial statements as of and for the year
ended December 31, 2024.
The remuneration of the external auditor, and instructions to the external auditor
to provide non-audit services, shall be approved by the Supervisory Board on
the recommendation of the Audit Committee and after consultation with the
Managing Board. At least once every four years, the Supervisory Board and
the Audit Committee shall conduct a thorough assessment of the functioning of
the external auditor. The main conclusions of this assessment shall be
communicated to the General Meeting for the purposes of assessing the
nomination for the appointment of the external auditor.
KPMG Accountants N.V. have been our auditor since 2015. According to
Dutch regulations, an audit firm can be elected only for a period of 10
subsequent years. Therefore, the formal appointment of Ernst & Young
Accountants LLP as external auditor for the reporting year 2025 was approved
by the shareholders at QIAGEN's 2024 Annual General Meeting (AGM).
Dutch Corporate Governance Code – Comply or Explain
The corporate governance structure and compliance with the Dutch Code is the
joint responsibility of the Managing Board and the Supervisory Board. They are
accountable for this responsibility to the General Meeting. We continue to seek
ways to improve our corporate governance by measuring ourselves against
international best practice. The Dutch Code was last amended on
December 20, 2022 and can be found at www.mccg.nl.
Non-application of a specific best practice provision is not in itself considered
objectionable by the Dutch Code and may well be justified because of
particular circumstances relevant to a company. In accordance with Dutch law,
we disclose in our Annual Report the application of the Dutch Code's principles
and best practice provisions.
To the extent that we do not apply certain principles and best practice
provisions, or do not intend to apply these in the current or the subsequent
year, we state the reasons.
We take a positive view of the Dutch Code and apply nearly all of the best
practice provisions. However, we prefer not to apply some provisions due to
the international character of our business as well as the fact - acknowledged
by the Commission that drafted the Dutch Code - that existing contractual
agreements between QIAGEN and individual members of the Managing Board
cannot be set aside at will.
The following provides an overview of exceptions that we have identified:
1. Best practice provision 2.2.2 recommends that a Supervisory Board member
is appointed for a period of four years and may then be reappointed once
for another four-year period. The Supervisory Board member may then
subsequently be reappointed again for a period of two years, which
appointment may be extended by at most two years. In the event of a
reappointment after an eight-year period, reasons should be given in the
report of the supervisory board. In any appointment or reappointment, the
profile referred to in best practice provision 2.1.1 should be observed.
Explanation of Supervisory Board Appointment Terms
QIAGEN has adopted the approach to appoint its Supervisory Board members
on an annual basis. Each member is elected for a one-year term, beginning the
day after the General Meeting and concluding at the following year's General
Meeting.
This approach allows for greater flexibility, regular accountability and ongoing
shareholder oversight, ensuring that the Board continues to serve the best
interests of the Company and its stakeholders.
Long-Term Supervisory Board Members and Their Contributions
• Dr. Metin Colpan has been a member of the Supervisory Board since 2004.
His extensive scientific and commercial expertise, particularly as a co-
founder of QIAGEN, brings invaluable strategic insight to the Board. His
experience as a board member of various healthcare industry companies
further enriches discussions with a broad, industry-specific perspective.
• Ms. Elizabeth Tallett, a member since 2011, brings executive and board-
level experience from numerous international companies, particularly in
pharmaceuticals, biotechnology, healthcare and insurance. Her expertise
spans international operations, mergers and acquisitions, strategic planning,
marketing, product development, talent management and executive
compensation.
• Mr. Lawrence A. Rosen, who joined in 2013, is a seasoned executive with
extensive leadership experience at multinational companies, including
Deutsche Post AG, Fresenius Medical Care AG & Co. KGaA and Aventis
SA. His deep knowledge of finance, strategy, mergers and acquisitions,
investor relations, corporate governance and capital markets engagement
makes him a key asset to the Board, particularly given his international
career spanning both Europe and the United States.
• Prof. Dr. Elaine Mardis, a Supervisory Board member since 2014, brings a
strong scientific perspective to QIAGEN. Her internationally recognized
contributions to biological research significantly enhance the Board’s
understanding of scientific and technological advancements relevant to the
Company’s mission.
QIAGEN highly values the commitment and expertise of Dr. Colpan, Ms.
Tallett, Mr. Rosen and Prof. Dr. Mardis. Their diverse backgrounds and deep
industry knowledge strengthen the Supervisory Board, ensuring effective
oversight and strategic guidance. Despite the deviation from the standard Dutch
corporate governance tenure framework, QIAGEN believes that its annual
appointment structure enhances transparency, adaptability and shareholder
engagement, ultimately benefiting the Company’s long-term success.
2. Best practice provision 2.2.4 recommends that the Supervisory Board should
draw up a retirement schedule in order to avoid, as much as possible,
Supervisory Board members retiring simultaneously. The retirement schedule
should be posted on the Company’s website.
The Supervisory Board takes a proactive approach to succession planning by
discussing individual members' retirement plans well in advance. Rather than
adhering to a fixed retirement schedule, as recommended by Dutch corporate
governance best practice provision 2.2.4, QIAGEN believes that this flexible
approach allows for more effective continuity management and succession
planning.
By assessing board composition on an ongoing basis, QIAGEN ensures that
transitions are strategic and well-managed, aligning with the Company's
evolving needs while maintaining strong governance and leadership stability.
3. Best practice provision 3.1.2 (vi) recommends that when formulating the
remuneration policy, it should be be taken into consideration that shares
awarded to members of the Management Board should be held for at least
five years after they are awarded;
Under the Company’s Remuneration Policy, long-term equity-based
compensation for members of the Managing Board primarily consists of
performance stock units (PSUs). These long-term incentive awards are tied to the
achievement of pre-defined performance goals, ensuring alignment with the
Company’s strategic objectives.
Unlike the Dutch corporate governance best practice provision 3.1.2 (vi), which
recommends that shares be held for at least five years, QIAGEN’s approach
has evolved over time:
• Prior to February 2018, grants of performance stock units (PSUs) and
restricted stock units (RSUs) vested as follows: 40% after three years; 50%
after five years; remaining 10% after ten years
• After February 2018, grants of PSUs and RSUs were structured to vest: 40%
after three years; 60% after five years
• Starting in February 2021, grants of performance stock units vest entirely
after three years.
This approach reflects QIAGEN’s shift toward a three-year vesting schedule,
which differs from the Dutch recommendation but remains aligned with the
Company's long-term incentive strategy. By focusing on performance-based
equity awards, QIAGEN ensures that Managing Board members are
incentivized to drive sustained Company performance while maintaining
effective governance and shareholder alignment.
4. Best practice provision 3.2.3 recommends that the maximum remuneration in
the event of dismissal of a Management Board member should not exceed
one year's salary (the "fixed" remuneration component).
Our Managing Board members have entered into agreements with QIAGEN
N.V. and certain QIAGEN affiliates where they hold managing positions.
Under these agreements, if an employment contract is terminated without
serious cause, as defined by the applicable law, the respective affiliate remains
obligated to compensate the Managing Board member for the remaining
duration of the contract.
This approach ensures contractual consistency and legal compliance across
QIAGEN’s international operations. While it deviates from the Dutch
recommendation, it reflects standard employment practices in certain
jurisdictions where QIAGEN operates and provides stability in leadership
transitions.
5. Best practice provision 3.3.2 recommends that a Supervisory Board member
may not be awarded remuneration in the form of shares and/or rights to
shares.
Since its establishment, QIAGEN granted stock options to Supervisory Board
members as part of their remuneration until 2013, when this practice was
discontinued. However, since 2007, QIAGEN has granted restricted stock units
(RSUs) to Supervisory Board members.
We believe that maintaining a reasonable level of share-based compensation
fosters a positive alignment with shareholder interests while ensuring that
Supervisory Board members remain engaged and committed to QIAGEN’s
long-term success. Additionally, granting share-based compensation to
Supervisory Board members is a common industry practice, helping QIAGEN to
attract and retain highly qualified board members who bring valuable expertise
to the Company.
NYSE Exemptions
Exemptions from the NYSE corporate governance standards are available to
foreign private issuers, such as QIAGEN, when those standards are contrary to
a law, rule or regulation of any public authority exercising jurisdiction over such
issuer or contrary to generally accepted business practices in the issuer’s
country of domicile. In connection with QIAGEN’s listing on the NYSE, the
NYSE accepted QIAGEN's exemptions from certain corporate governance
standards that are contrary to the laws, rules, regulations or generally accepted
business practices of the Netherlands. These exemptions and the practices
followed by QIAGEN are described below:
• QIAGEN is exempt from NYSE’s quorum requirements applicable to
meetings of ordinary shareholders. In keeping with the law of the
Netherlands and generally accepted business practices in the Netherlands,
QIAGEN’s Articles of Association provide that there are no quorum
requirements generally applicable to meetings of the General Meeting.
• QIAGEN is exempt from NYSE’s requirements that shareholder approval be
obtained prior to the establishment of, or material amendments to, stock
option or purchase plans and other share-based compensation arrangements
pursuant to which options or stock may be acquired by directors, officers,
employees or consultants. QIAGEN is also exempt from NYSE’s requirements
that shareholder approval be obtained prior to certain issuances of stock
resulting in a change of control, occurring in connection with acquisitions of
stock or assets of another company or issued at a price less than the greater
of book or market value other than in a public offering. QIAGEN’s Articles of
Association do not require approval of the General Meeting prior to the
establishment of a stock plan. The Articles of Association also permit the
General Meeting to grant the Supervisory Board general authority to issue
shares without further approval of the General Meeting.
The Dutch Corporate Governance Code requires businesses to publish a
statement on their approach to corporate governance and their compliance
with the Code. This is referred to in Article 2a of the Decree on additional
requirements for directors’ reports (Decree on the Content of Directors’ Reports
– Besluit inhoud bestuursverslag), last amended on January 1, 2024 (the
Decree). The information that must be included in this Corporate Governance
statement as described in Sections 3, 3a, 3b and 3d of the Decree, which is
incorporated herein and repeated here by way of cross-reference, can be found
in the following sections of this annual report:
• The information concerning compliance with the Dutch Code, as required by
Section 3 of the Decree, is provided in the section Dutch Corporate
Governance Code - Comply or Explain;
• The information concerning QIAGEN's risk management systems and
internal control frameworks relating to the financial reporting process, as
required by Section 3a(a) of the Decree, can be found under Risk
Management;
• The information regarding the functioning of QIAGEN's General Meeting,
and the authority and rights of QIAGEN's shareholders, as required by
article 3a(b) of the Decree, can be found under Shareholder Meetings;
• The information regarding the composition and functioning of QIAGEN's
Managing Board, the Supervisory Board and its committees, as required by
article 3a(c) of the Decree, can be found in the relevant sections under
Managing Board, Supervisory Board and the Supervisory Board Report;
• The information on the policy and targets on diversity in the composition of
the Managing and Supervisory Boards, as required under Section 3a(d) and
3d of the Decree, is provided in Diversity within the Managing Board and
Supervisory Board; and
• The information concerning the powers to issue and repurchase shares can
be found under Shareholder Meetings and Share Capital in this Annual
Report.
Decree implementing Article 10 of the Takeover Directive
Insofar as applicable, references are given below to information included
pursuant to the Decree implementing Article 10 of the Takeover Directive
(Besluit artikel 10 overnamerichtlijn):
• The information on the capital structure, the existence of different types of
shares and the associated rights and obligations and the percentage of
issued share capital represented by each type is provided in Classes of
Shares and Note 18 of the Consolidated Financial Statements;
• The information on limitations imposed on the transfer of shares issued with
the Group’s cooperation is provided in the paragraph Anti-takeover
Measures;
• Information on the mechanism for assigning rights to employees to take or
acquire shares in the capital of the company is provided in Stock Plans;
• Information on limitations on voting rights and deadlines for exercising voting
rights is provided under Shareholder Meetings, Voting Rights and Other
Shareholder Rights;
• Information on the regulations regarding appointment and dismissal of
Managing and Supervisory Board members and changes to the articles of
association is provided under Memorandum and Articles of Association; and
• Information on the powers of the Managing Board, in particular to issue
shares in the Company and to repurchase Company shares, is provided
under Acquisition of Our Own Shares.
Supervisory Board composition
Board Nationality
The composition of our Supervisory Board is diverse in gender, nationality,
88
background, knowledge and experience. The Board is comprised of six men
and four women. Four members are American, three are German, one is Dutch,
one is U.K.–American and one is Swedish–Swiss. Many have spent
considerable time during their careers living and working outside their home
countries in developing global management and leadership capabilities.
Following best practice 2.1.10 of the Dutch Corporate Governance Code, the
US
European
Dual
Supervisory Board establishes that its members are able to act critically and
independently of one another and of the Managing Board. To safeguard this,
the Supervisory Board is composed in such a way that all its members are
independent in the meaning of best practice 2.1.8 of the Dutch Corporate
Governance Code.
As a result, the Supervisory Board confirms being of the opinion that the
113
Board Gender Diversity
independence requirements referred to in best practice 2.1.7 to 2.1.9 inclusive
of the Dutch Corporate Governance Code have been fulfilled. We further
believe that all of the Supervisory Board members qualify as independent under
the independence standards set forth in the New York Stock Exchange (NYSE)
Listed Company Manual. Pursuant to the NYSE rules, a majority of the
Supervisory Directors must qualify as independent, as defined in the Manual.
The targeted profile of the Supervisory Board is reflected in its regulations,
which are published on our website under “Supervisory Board.”
Please refer to the discussion under Supervisory Board Members for information
Female
Male
on the principal positions and relevant other positions held by members of the
Supervisory Board. Further detailed information is also available on the
Company website at www.qiagen.com.
The following table outlines the current Supervisory Board members. Supervisory Board members are reappointed annually for a one-year term.
Key competencies
Lawrence
A.
Rosen
(Chair)
Dr. Metin
Colpan
Dr. Toralf
Haag
Prof. Dr.
Ross L.
Levine
Prof. Dr.
Elaine
Mardis
Bert van
Meurs
Eva van
Pelt
Dr. Eva
Pisa
Stephen H.
Rusckowski
Elizabeth E.
Tallett
Year of birth
1957
1955
1966
1972
1962
1961
1965
1954
1957
1949
Gender
Male
Male
Male
Male
Female
Male
Female
Female
Male
Female
Nationality
U.S.
German
German
U.S.
U.S.
Dutch
German
Swedish /
Swiss
U.S.
U.S. / British
Date of initial appointment
2013
2004
2021
2016
2014
2024
2024
2022
2023
2011
Independent per Dutch rules
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
1
SB Aged 50 to 65 years
SB over 65 years age
64
average Age in
years
Age in 2024
Tenure in 2024
51
Less than 3 years
3-5 years
6-12 years
more than 12 years
8
average tenure
in years
Supervisory Board meetings in 2024
The Supervisory Board held eight meetings in 2024. Of these meetings, six
were held in person and two were held virtually.
The Supervisory Board meetings and the Supervisory Board committee meetings
are held over a number of days, ensuring there is time for review and
discussion. At each meeting, the members discuss among themselves the goals
and outcome of the meeting as well as topics such as the functioning and
composition of the Supervisory Board and the Managing Board.
Members of senior management are also regularly invited to provide updates
on topics within their area of expertise.
This gives the Supervisory Board the opportunity to become acquainted with a
variety of managers across QIAGEN, which the Supervisory Board considers
very useful in connection with its talent management and succession planning
activities.
The Supervisory Board also reviewed and discussed agenda items in the
absence of the Managing Board members in each meeting, such as
performance and strategy as well as compensation matters.
Supervisory Board committees
The Board has four Committees to cover key areas in greater detail:
• Audit Committee
• Compensation & Human Resources Committee
• Nomination & Governance Committee
• Science & Technology Committee
The Supervisory Board can establish other committees as deemed beneficial.
Charters have been approved by the Supervisory Board under which each of
the committees operates. These charters are published on our website at
www.qiagen.com under "Supervisory Board."
The following table outlines the committee membership and meetings attended during 2024: 
Meeting Attendance
Supervisory Board
Audit
Committee
Compensation &
Human Resources
Committee
Nomination &
ESG Committee
Science &
Technology
Committee
Lawrence A. Rosen
8/8
6/8
3/4
Dr. Metin Colpan
7/8
3/4
4/4 (Chair)
Dr. Toralf Haag
8/8
8/8 (Chair)
Prof. Dr. Ross L. Levine
8/8
4/4
Prof. Dr. Elaine Mardis
7/8
5/5
4/4
Bert van Meurs(1)
6/6
2/2
Eva van Pelt(2)
5/5
7/7
Dr. Eva Pisa
8/8
5/5 (Chair)
Stephen H. Rusckowski
8/8
5/5
2/2 (Chair)
Elizabeth E. Tallett
7/8
8/8
5/5
4/4
(1) Mr. van Meurs joined the Supervisory Board in March 2024.
(2) Ms. van Pelt joined the Supervisory Board in April 2024.
Audit Committee
The Audit Committee members are appointed annually by the Supervisory
Board for one-year terms. In 2024, the Committee consisted of four members
and met at least quarterly. All members are believed to meet the independence
requirements outlined in Rule 10A-3 of the Securities Exchange Act of 1934, as
amended, and the New York Stock Exchange Listed Company Manual.
The Supervisory Board has designated Dr. Toralf Haag as the Committee’s
“audit committee financial expert,” as defined by the U.S. Securities and
Exchange Commission under the Sarbanes-Oxley Act of 2002 and referenced
in the Dutch Decree on Audit Committees (Besluit instelling auditcommissie).
The Audit Committee conducts an annual self-evaluation of its activities. As
detailed in its charter, its primary responsibilities include serving as an
independent and objective body that monitors QIAGEN’s accounting and
financial reporting processes, internal controls, compliance systems and risk
management, including cyber security risks. The Committee is also responsible
for proposing the external auditor to the Supervisory Board, who then present
the nomination for approval at the Annual General Meeting.
Additionally, the Committee oversees and determines the compensation of
QIAGEN’s external auditor while maintaining open communication between
the auditor, the Managing Board and the Supervisory Board. The Internal Audit
and Compliance functions report directly to the Audit Committee. Furthermore,
the Committee is responsible for establishing procedures that allow employees
to confidentially or anonymously report concerns, ensuring proper receipt,
retention and treatment of submissions related to accounting, internal controls or
auditing matters.
The Audit Committee met eight times in 2024 and also met with the external
auditor, excluding members of the Managing Board, in October 2024.
Throughout the year, the Committee reviewed key financial and operational
matters and provided updates to the Supervisory Board. Topics discussed
included:
• The adequacy of financial accounting, reporting principles, policies and
internal controls, in collaboration with the external auditor and management;
• Consideration and approval of recommended changes to accounting
principles, policies and processes;
• Review of quarterly earnings reports with management and the external
auditor before public release;
• Examination of quarterly and annual reports (Forms 6-K and 20-F) for
submission to the U.S. Securities and Exchange Commission and Deutsche
Boerse;
• Review of the annual report for submission to the Dutch Authority for the
Financial Markets;
• Evaluation and recommendation of Ernst & Young Accountants LLP as
successor auditors to KPMG Accountants N.V.; and
• Assessment of major risk exposures, including cyber security, and legal or
compliance matters that could significantly impact the financial statements.
Compensation & Human Resources Committee
The Compensation & Human Resources Committee consists of four members,
appointed annually by the Supervisory Board for one-year terms. Its primary
responsibilities include overseeing programs, policies and practices related to
human capital management, including talent development, workplace culture
and fair and inclusive hiring practices. The Committee is also responsible for
preparing proposals on the Remuneration Policies for both the Managing Board
and Supervisory Board, which are submitted at least every four years to the
General Meeting for adoption. Additionally, it prepares proposals regarding
the individual compensation of Managing Board members for approval by the
Supervisory Board and drafts the Remuneration Report detailing the
compensation of Managing Board and Supervisory Board members. This report
is submitted to the Supervisory Board for adoption and presented at the Annual
General Meeting for an advisory vote in compliance with Dutch law. The
Remuneration Report also provides an overview of the implementation of the
Remuneration Policies for the most recent year. To ensure that remuneration
levels remain competitive, the Committee engaged external consultants in 2024
to benchmark compensation against a selected group of companies and key
markets in which QIAGEN operates.
The Compensation & Human Resources Committee met five times in 2024
addressing key topics and providing updates to the Supervisory Board.
Discussions included:
• Policies and practices for managing human capital, including talent
management and fair and inclusive hiring practices;
• Review and approval of the proposed Supervisory Board Remuneration
Policy, which was approved at the June 2024 AGM;
• Review and approval of annual salaries, bonuses and other benefits for the
Executive Committee;
• Approval of all share-based compensation; and
• Review of general policies related to employee compensation and benefits.
Nomination & Governance Committee
The Nomination & Governance Committee consists of five members, appointed
annually by the Supervisory Board for one-year terms. Its primary
responsibilities include defining selection criteria and appointment procedures
for members of the Supervisory Board and Managing Board as well as
periodically evaluating the scope, composition and effectiveness of both
boards. The Committee also assesses the performance of individual Board
members and reports its findings to the Supervisory Board. Additionally, it is
responsible for proposing (re-)appointments of Supervisory Board and
Managing Board members and conducting evaluations of QIAGEN’s ESG
(Environmental, Social and Governance) policies and related public disclosures.
Furthermore, the Committee reviews the Corporate Governance structure to
ensure compliance with legal requirements and recommends any necessary
changes to the Supervisory Board.
The Nomination & Governance Committee met four times in 2024 addressing
key topics and providing updates to the Supervisory Board. Discussions
included:
• An annual evaluation of the scope and composition of the Managing Board
and Supervisory Board, including their overall profile and the performance of
individual board members;
• Proposals for the (re-)appointment of Managing Board and Supervisory
Board members, as well as oversight of selection and appointment criteria
for senior management;
• The search and selection process for new members and succession planning
for the Supervisory Board, Managing Board, Executive Committee and
senior management, considering short-, medium- and long-term perspectives;
• Preparation of the Supervisory Board’s self-evaluation process; and
• Regular updates on ESG program progress, including a review and
discussion of policies.
In February 2025, the Committee name was changed to the Nomination &
Governance Committee.
Science & Technology Committee
The Science & Technology Committee comprises three members appointed
annually by the Supervisory Board for one-year terms. The Committee
collaborates with QIAGEN’s Scientific Advisory Board, established in 2021, to
assess emerging market and technology trends that may impact the Company's
development and positioning in the Life Sciences and Molecular Diagnostics
sectors. The Committee's key responsibilities include:
• Reviewing and monitoring research and development projects, programs,
budgets and infrastructure management; and
• Overseeing risk management related to QIAGEN’s portfolio and information
technology platforms.
In 2024, the Committee met four times, addressing key topics and providing
updates to the Supervisory Board, including:
• Gaining insights into the technical foundations of QIAGEN’s businesses to
support the Supervisory Board in making informed strategic decisions; and
• Guiding the Managing Board in leveraging world-class science to drive
innovation and create value for stakeholders, including shareholders.
Annual self evaluation
In 2024, the Supervisory Board conducted its annual self-evaluation to assess its
performance and effectiveness. The review covered key aspects such as the
skills and experience of its members, the adequacy of the Board’s size and
composition, the structure, content and frequency of meetings, access to
relevant information, roles and responsibilities and the performance of the
Chair. A similar evaluation was conducted for each of the Committees.
Additionally, the Supervisory Board assessed the performance of Managing
Board members, focusing on expertise, skills, leadership, strategic thinking and
other key attributes. Insights from the evaluation process were translated into
concrete action steps to enhance overall effectiveness.
Stakeholder management as a central responsibility
The Supervisory Board acts in accordance with the interests of the Company
and the business connected with it, taking into consideration the interests of our
stakeholders. The members of the Supervisory Board are in regular, close
contact with the Managing Board members, and the same applies to the
members of the Audit Committee.
In 2024, six of the eight Supervisory Board meetings were in person. The in-
person meetings were held at various QIAGEN sites and provided the
opportunity for the Board members to interact with QIAGEN employees. These
meetings enabled the Supervisory Board to receive information on relevant
topics from senior leaders and experts, both internally and externally, during
committee meetings and Supervisory Board meetings. The knowledge and
insight shared also composed part of their ongoing professional education.
Direct, one-to-one contact between Supervisory Board members and members
of the Managing Board and Executive Committee generally yields
conversations that build on the topics discussed in the meetings of the
Supervisory Board. These discussions draw on the expertise of individual
Supervisory Board members, whose advice is sought on a wide range of topics.
The Supervisory Board takes an active interest in maintaining a good
understanding of our stakeholders and their positions on various topics related
to QIAGEN’s areas of business. This includes the perceptions of our
shareholders, which is received through direct interaction and calls with major
institutional shareholders. The Supervisory Board is also informed of the position
of the range of QIAGEN stakeholders by the Managing Board and senior
management. In addition, the Supervisory Board members collect information
through their own individual networks, and this is shared with other Board
members and the Managing Board.
Role of the Supervisory Board
The Supervisory Board is responsible for overseeing the activities of the
Managing Board and the overall affairs of QIAGEN. Its key responsibilities
include:
• Monitoring the achievement of corporate objectives;
• Evaluating business strategy and associated risks;
• Assessing the structure and effectiveness of internal risk management and
control systems;
• Overseeing the financial reporting process; and
• Ensuring adherence to good corporate governance practices.
Throughout 2024, the Supervisory Board agenda was centered around the
strategy and its execution, financial and operational performance, business
developments, risk management, and people and organization. Based on the
strategic priorities for QIAGEN as agreed in the annual strategy review, several
topics were extensively discussed by means of deep dives, allowing a focused
and in-depth review.
Considering the strong demand for QIAGEN’s products in combination with the
Company’s focus on the execution of its strategic priorities, the Supervisory
Board has confidence in QIAGEN’s long-term growth opportunities and the
continued delivery of value to its stakeholders.
As part of the annual strategy review, the Supervisory Board held dedicated
discussions focused on QIAGEN’s strategy, in particular the Pillars of Growth.
An in-depth review was performed of the short-, medium- and long-term market
developments in the segments served by QIAGEN and the related plans to meet
customer demands. These reviews formed the basis for the preparation and
execution of the Capital Markets Day in June 2024, where QIAGEN
announced new mid-term targets for 2028. In advance of this event, the
Supervisory Board discussed the overall targets and key priorities for our
Growth Pillars with the Managing Board and other senior leaders.
Additional strategy sessions were focused on longer-term growth opportunities.
In line with our overall strategy, the Supervisory Board regularly discusses M&A
strategy and relevant developments within our sectors. They also regularly
reviewed potential M&A targets during the year. These sessions enable an
engaged and focused discussion between the Supervisory Board and
Managing Board on key strategic matters, and we highly value this way of
contributing to the strategic decision-making process.
Financial statements and audits
This Annual Report presents the 2024 financial statements, prepared by the
Managing Board and audited by KPMG Accountants N.V. (Independent
Auditor). The Audit Committee reviewed these financial statements, including
the proposed allocation of distributable profit, the consolidated financial
statements and the Management Report. Additionally, the Supervisory Board
confirmed the external auditor’s independence from QIAGEN.
The Supervisory Board has approved the financial results, with the external
auditors issuing an unqualified opinion.
The 2024 financial statements will be submitted for approval at the next Annual
General Meeting of Shareholders, scheduled for June 2025. The proposal will
request shareholder adoption of the financial statements along with the
discharge of both the Managing Board from liability for its managerial activities
and the Supervisory Board for its oversight responsibilities.
Venlo, The Netherlands
April 2025
The Supervisory Board
x
Message from the Chair of the Compensation &
Human Resources Committee
Dear Stakeholders,
As the new Chair of the Compensation & Human Resources Committee, let me
express my appreciation for your support of QIAGEN and present to you to the
Remuneration Report for 2024. This report summarizes the Remuneration
Policies for our Managing Board and Supervisory Board, and how these
Policies were applied during the year.
We look back on 2024 as a year in which QIAGEN achieved solid sales
growth combined with market share gains and operational efficiency thanks to
a differentiated portfolio. These results are only possible through the tremendous
efforts of our QIAGENers, and underscore the resilience of our portfolio, with
over 85% of sales coming from highly recurring revenues, and our focus on
delivering solid profitable growth in an ongoing challenging environment.
Our teams also made progress on many fronts in our portfolio. QIAstat-Dx
clearly met our expectations with four FDA clearances for our syndromic testing
system in 2024, coupled with over 660 placements in 2024 that was ahead of
our target. QuantiFERON delivered solid growth amid significant opportunities
for further expansion since only 40% of the global latent TB testing market has
so far been converted from the outdated skin test. QIAcuity also delivered solid
growth despite challenging instrument purchase trends as we expanded digital
PCR into clinical use in 2024 while expanding our presence with academia,
pharma and other customers.
For our Managing Board members, as well as for our QIAGENers around the
world, the success of QIAGEN is mirrored in an achievement level of 107% of
target for the combination of Corporate Financial Goals and Team Goals.
Implementing our policies
In 2024, we have implemented our Remuneration Policies without exception.
In 2024, the total compensation at target for both the CEO and CFO remained
unchanged. This included no change to the base salary, to the target STI bonus
level as a percentage of base salary, nor was there any change in the LTI target
grant level.
For the Supervisory Board we have implemented the updated Remuneration
Policy that was approved by shareholders at the Annual General Meeting
(AGM) in June 2024. Under this Policy, fixed cash compensation remained
unchanged at the same level from 2015, while remuneration in the form of
shares has been simplified and significantly reduced to align with market best
practices. Additionally, a minimum shareholding guideline has been
implemented for Supervisory Board members.
Updating our Management Board Remuneration Policy
The Compensation & Human Resources Committee - composed of Elaine
Mardis, Elizabeth Tallett, Stephen Rusckowski and myself - has put together the
proposal for the update to the Managing Board Remuneration Policy. This has
been approved by the Supervisory Board and will be presented to shareholders
for approval at the AGM in June 2025.
We continue to strongly support the clear “pay-for-performance” culture that is
embodied in our Policy and a key contributor to the culture of QIAGEN.
It offers a base salary considering the median benchmark for the role, while
offering variable rewards for both short-term (in the form of an annual cash
bonus payment) and long-performance (in the form of share grants with a three-
year vesting period that are contingent upon reaching ambitious mid-term
goals).
This contributes to a remuneration opportunity to our Managing Board members
that we believe is challenging, competitive and fair.
In the past year, we have engaged with our shareholders to hear their views on
remuneration policies at QIAGEN. We have welcomed their input, and this
was taken into consideration in updating the Managing Board remuneration
policy as well as in the implementation.
Following a thorough review of our current policy, and in light of the significant
changes made in 2021, we have concluded that QIAGEN continues to have a
Managing Board Remuneration Policy in line with market best practices. Based
on this view, we have proposed limited changes, which are mainly to address
shareholder feedback and to ensure continued competitiveness in attracting and
retaining the best talent at QIAGEN. These changes include:
• Short-Term Incentive (STI) focused solely on Company performance: The STI
will now be based exclusively on Corporate Goals, removing the Personal
Goals component. This aligns rewards more directly with overall Company
performance.
• Annual decision on STI weighting for performance priorities: The revised
policy sets minimum weightings of 60% for Financial Goals and 20% for
Team Goals. The Supervisory Board will determine the exact allocation
annually based on the business context, replacing the prior fixed split of 66%
Financial and 34% Team Goals. Within the Financial Goals for the STI we
will continue to include targets such as sales, profitability, and cash flow.
Unlike the previous approach with fixed weightings, the policy allows the
Supervisory Board to rebalance the relative importance of each target
annually enabling a sharper focus on evolving strategic priorities.
Shareholder support
Our performance-based Remuneration Policy has proven its effectiveness over
the past four years. We note that shareholder support for the implementation of
this Policy has been shown through over 90% support in the voting results of the
AGMs held in 2023 and 2024. We feel the proposed adjustments, set out
above, will add to its appeal and help us attract the global talent QIAGEN
needs to successfully develop and implement a sustainable growth strategy. We
are confident that the Remuneration Policy will receive broad support from our
shareholders.
If you have any questions or comments on our remuneration policies and
practices, or the contents of this Report, please do not hesitate to contact our
Board via our Investor Relations team at ir@qiagen.com.
Thank you for your continued support and helping QIAGEN achieve our vision
of "making improvements in life possible."
Yours sincerely,
Eva Pisa
Chair of the Compensation & Human Resources Committee
April 2025
Managing Board Remuneration
This section of the Remuneration Report provides a summary of the
Remuneration Policy of the Managing Board that was adopted by the AGM in
2021 and an account of how it was implemented in 2024. It also presents the
details of the actual remuneration outcomes for our two Managing Board
members for their performance during the year.
This Remuneration Report complies with the European Directive (EU) 2017/828
on Shareholder Engagement, SRD II, as implemented into Dutch law. It also
complies with the Dutch Corporate Governance Code. No deviations were
made from the Policy in implementing remuneration for 2024. The 2021
Remuneration Policy is available on the QIAGEN website at
www.qiagen.com.
Remuneration Policy summary
Remuneration as a strategic instrument
The Remuneration Policy for the Managing Board supports the long-term
development and strategy of QIAGEN in a highly dynamic environment while
aiming to address the views of various stakeholders and maintaining an
acceptable risk profile. It builds on remuneration principles and practices that
have proven to be both fitting and effective for QIAGEN in recent years. The
Supervisory Board ensures that the Remuneration Policy for the Managing
Board and its implementation are linked to our objectives.
More than ever, the ambition for QIAGEN is to stay true to its mission of
advancing the use of its products and solutions for molecular research and
clinical testing. These help us achieve our vision of making improvements in life
possible. QIAGEN is a global leader in providing a differentiated portfolio of
products and services used across the continuum from research in Life Sciences
to clinical healthcare using novel products and solutions that are used to unlock
valuable insights from any biological sample. Founded in Germany in 1984,
QIAGEN has grown by developing new solutions based on consumables kits,
related instruments and bioinformatics, to meet the diverse and rapidly
changing needs of more than 500,000 customers worldwide.
QIAGEN’s strategy is focused on innovation and sustainable value creation
with an emphasis on increasing growth, efficiency, engagement and improving
customer experience. To successfully develop and implement this strategy, we
need to attract and retain highly trained employees at all levels, including the
executive management level. U.S. practices have been taken into consideration
to set competitive remuneration levels given that many of our leaders,
customers, competitors and employees are based here.
Remuneration principles
QIAGEN strongly believes in competitive remuneration as a precondition to
attracting intrinsically motivated top talent throughout all levels of the
organization. Furthermore, we believe in a "pay-for-performance" culture that is
based on creating a shared focus on setting ambitious operational and
strategic targets that are not rewarded when they are not achieved, rewarded
at target when fully achieved, and additionally rewarded when the targets are
exceeded.
A system of Corporate Goals (comprised of Financial and Team Goals) and
Personal performance goals applies to all members of our global workforce.
The percentage weighted toward Corporate Goals and Personal Goals shift in
favor of Corporate Goals as job levels rise. Likewise, the variable portion of
total compensation linked to achievement of these ambitious annual goals rises
with each job level, in line with greater responsibility and more significant
impact on overall results.
At the executive level, QIAGEN believes that pay for performance should
primarily focus on long-term value creation for shareholders and other
stakeholders. Short-Term Incentives (STIs) are essential to highlight the
operational targets that are a precondition to realizing our strategy. These are
complemented by Long-Term Incentives (LTIs), which have the benefits of being
achieved only if QIAGEN is successful in delivering on ambitious goals and
also contributing to long-term retention. In view of these aspects, variable
components represent the most significant element of total remuneration for our
senior leadership.
The remuneration principles are simple, transparent and provide internal
consistency. It helps the Supervisory Board to maintain equitable internal pay
ratios that support efficient talent recruitment and development and succession
planning. The principles are ingrained in our culture, and have proven
successful in attracting the global talent that QIAGEN needs to successfully
develop and implement a sustainable growth strategy.
Remuneration Policy principles
Simple and transparent
Remuneration schemes are clear and practical
Compliant
Remuneration conforms to high governance standards
Aligned
Remuneration is true to our mission, vision and strategy,
ensures internal pay consistency
Competitive
Remuneration is competitive and benchmarked to relevant
peers
Performance-driven
Major portion of remuneration value is at risk
Long-term focus
Share-based incentives focused on sustainable long-term
value creation
Benchmarking to set competitive remuneration levels
The Remuneration Policy and overall remuneration levels offered to members of
the Managing Board are benchmarked regularly against a selected group of
reference companies to ensure overall competitiveness.
The benchmarking group consists of both European and U.S.-based companies.
This is due to QIAGEN’s international scope as a Dutch corporation with stock
market listings on the New York Stock Exchange and the Frankfurt Stock
Exchange, our strong commercial presence in the U.S. with over 45 of total
sales in this country and the large share of employees and senior leaders based
in the U.S.
Additionally, this group also reflects QIAGEN’s significant U.S. shareholder
base and the location of key competitors. It is designed to provide a balanced
mix of companies, particularly in the life sciences and diagnostics industries.
The median remuneration in the benchmarking group serves as a reference
level for total remuneration.
The following 18 companies comprise the reference group for 2024, which
remains unchanged from 2023. They have been selected based on their market
capitalization, direct competition for talent, similar complexity, revenue, scope
of international activities, presence in similar industries, and data transparency.
The benchmarking group includes seven European and 11 U.S. companies, as
listed in the table below, to provide the best comparison and reflect our global
competitive position.
Benchmark companies
Europe
bioMerieux SA
Merck KGaA
Carl Zeiss Meditec AG
Sartorius AG
Diasorin S.p.A.
Tecan Group AG
Eurofins Scientific SE
United States
Agilent Technologies, Inc.
IDEXX Laboratories, Inc.
Avantor, Inc.
Hologic, Inc.
Bio-Rad Laboratories, Inc.
Illumina, Inc.
Bruker Corporation
Revvity, Inc.
Charles River Laboratories International, Inc.
Waters Corporation
Exact Sciences Corporation
Supervisory Board evaluation
The Supervisory Board annually reviews the remuneration practices to ensure
they remain aligned with QIAGEN’s business demands, stakeholder and
shareholder interests, and developments among benchmark companies.
On an annual basis, the Supervisory Board sets the performance targets for the
Managing Board members, reviews their performance against predetermined
targets, and determines the remuneration and benefits in line with contractual
terms.
In making this determination, the Supervisory Board considers the market
conditions in which QIAGEN operates, financial performance and strategy
implementation.
The Supervisory Board ensures that the remuneration of Managing Board
members incentivizes the right behaviors desired for the sustainable success of
QIAGEN while also providing the members with fair and attractive
remuneration. Furthermore, the Supervisory Board performs an analysis of the
possible outcomes for the variable components and how they may affect total
remuneration. Through its statutory power, the Supervisory Board has the
discretionary right to adjust the variable compensation of the Managing Board
members if compensation would conflict with principles of reasonableness and
fairness in both an upward and downward direction.
The Compensation & Human Resources Committee advises the Supervisory
Board and prepares resolutions with respect to the review and execution of the
Remuneration Policy. In case of policy changes, the Supervisory Board submits
the proposals to an AGM for adoption.
Support for Remuneration Policy
As a global company incorporated in the Netherlands, as well as with stock
market listings in the U.S. and Germany, QIAGEN intends to fully comply with
relevant legal requirements and governance best practices.
We engage on a regular basis with stakeholders, including shareholders, on
our policies and regularly seek their feedback. Within QIAGEN, the policies for
our employees are transparent and meet broad support from teams around the
world.
Key attributes include creating a strong "pay-for-performance" culture for all
employees while ensuring strong internal consistency.
The Compensation & Human Resources Committee monitors the developing
views on compensation among shareholders and other stakeholders in Europe,
the U.S. and other markets worldwide.
The level of support in society for the Remuneration Policy that QIAGEN applies
is important for the Supervisory Board, and has been taken into account in
formulating the various elements.
Managing Board remuneration structure
Remuneration for Managing Board members consists of a combination of base
salary and STIs in the form of cash compensation based on the achievement of
annual performance goals. They also receive performance based LTIs that vest
after the three-year performance period. The level of vesting for each LTI grant
is based on the achievement of predefined targets. Achievement levels will be
disclosed in this Report after the end of each three-year period. In addition,
Managing Board members can receive deferred compensation arrangements
and other benefits in line with local market practice.
The remuneration package for Managing Board members is designed to have
the vast majority paid in variable awards as part of the "pay-for-performance"
culture and to align their interests with stakeholders to generate long-term value.
The amount of these variable awards can differ substantially from year to year
and depend on actual performance. Within the variable component, the
incentives for short-term operational performance have a lower weight than the
long-term incentives, which are again aimed at creating sustainable value for
QIAGEN's shareholders and other stakeholders. This is achieved by strongly
linking long-term compensation through equity with the outcomes for
shareholders in terms of share price appreciation.
2024 Managing Board remuneration structure
Fixed remuneration
Base salary
• Below market practice to allow for a higher share of long-term variable share-based compensation
Deferred compensation and other benefits
• Below market practice
Variable remuneration
Short-term incentive (STI) - Cash payment provides
incentives for strong annual financial and non-
financial performance as the basis for long-term
strategy and sustainable value creation
• Opportunity at 100% target achievement:
– CEO: 110% of base salary
– CFO: 75% of base salary
• Performance goals over one-year measurement period:
– 75% Corporate Goals comprised of 50% Financial Goals (capped at 200%) and 25% Team Goals (capped at 120%)
– 25% Personal Goals (capped at 100%)
– Maximum payout therefore capped at 1.55 times target
• Metrics measured over one year against budgeted targets
Long-term incentive (LTI) - Performance Stock Units
provides incentives for value creation over a multi-year
period and the achievement of goals that are aligned
with long-term strategy
• Opportunity for all Managing Board members
– At target to 300% value of fixed remuneration
• Performance goals set for a three-year performance period
– 50% cumulative net sales
– 50% Adjusted average operating income margin (% of sales)
– Three-year performance period with cliff vesting
• Driven by performance
– No PSUs are earned if minimum threshold performance levels are not achieved, while maximum vesting capped at two times
total opportunity in the event of significant over performance
• Net share settlement
2024: Managing Board remuneration
The remuneration of the Managing Board in 2024 was based on the
implementation of the Remuneration Policy without any deviations for the
Managing Board, as approved by shareholders in 2021. It includes any
remuneration granted by any consolidated subsidiary.
The remuneration granted for 2024 takes into consideration the overall results,
which showed QIAGEN achieved the full-year sales outlook for $1.98 billion
CER that was supported by improving growth trends in the second half of 2024
compared to results in the year-ago period. Adjusted diluted EPS were
$2.20 CER and exceeded the outlook for at least $2.19 CER. Based on the
overall Corporate Financial and Team goals, the total STI achievement level for
Company portion of goals was 107% for 2024.
The 2024 remuneration of the Managing Board is reflected in the table below.
An overview of all share grants outstanding and their status in vesting and
release is presented in the tables under the header "Share-based rights."
Annual compensation
Long-term remuneration
Proportion of
variable
remuneration
Managing Board
member (1)
Fixed salary
Variable cash
bonus
Other(2)
Total
Benefit plans
Performance
Stock Units granted
Thierry Bernard
$978,500
1,127,477
31,890
$2,137,867
$199,700
128,535
87%
Roland Sackers
$588,370
462,240
44,370
$1,094,980
$117,340
74,439
88%
(1) The salary of Mr. Bernard is set in U.S. dollars. The salary of Mr. Sackers is set in euros and subject to fluctuation of exchange rates when reported in U.S. dollars. The exchange rate used for translation
was EUR 1– USD 1.082.
(2) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Directors' personal expenses related to attending out-of-
town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or
payments that in total did not exceed $10,000, or tax amounts paid by the Company to taxing authorities to avoid double-taxation under multi-tax jurisdiction employment agreements.
Fixed remuneration
Base salary
Consistent with the policies and procedures applied for all internal pay levels,
the base salaries of the Managing Board members are set below the median
benchmark to allow for a larger proportion of long-term incentives to
underscore the performance-driven approach of this Remuneration Policy. Base
salary levels are reviewed annually, and any increase is expected to be in line
with the general workforce.
Deferred compensation
For 2024, a total of $0.3 million was incurred by QIAGEN as part of the
Managing Board members participating in deferred compensation, defined
contribution benefit or similar plans. The contribution for Mr. Bernard is made
into deferred compensation and 401(k) plans. Mr. Sackers has a target
retirement under the plan at age 65 and is entitled to a one-time pension
payment upon retirement.
Other benefits
Other benefits may be provided to members of the Managing Board in line
with market practice. These include customary benefits such as insurance
coverage and Company vehicles.
Variable remuneration
Variable remuneration is contingent upon the performance of the individual
Managing Board member and QIAGEN. Ambitious goals are set annually to
motivate and drive performance with a focus on achieving both long-term
strategic initiatives as well as short-term targets tied to annual operational
plans.
The Supervisory Board conducts an annual scenario analysis on the possible
outcomes of the variable remuneration components and their effect on the
remuneration of the Managing Board members. The scenario analysis results
have been taken into consideration in making decisions on remuneration for
2024.
Short-Term Incentives (STI)
STIs consist of an annual variable cash bonus award that is based upon the
achievement levels of predetermined annual Corporate Goals - which represent
75% of the Goals for the STIs and are comprised of 50% for Financial Goals
and 25% for Team Goals. In line with the compensation policy at QIAGEN, the
Remuneration Policy additionally provides for incentives on Individual Goals for
Managing Board members, and these represent 25% of the target for STIs. The
different Goals each have their own opportunity
Financial Goals
The weighted performance spread for the Financial Goals is 0% for less than
achieving the minimum threshold, 100% at target and up to 200% for
significant over performance. Financial Goals are set in accordance with the
budget for the year, which is reviewed and approved by the Supervisory
Board.
Financial Goals
(In $ millions at budget rates)
Weight
Minimum
threshold
Target
Maximum
Achieved
Award in
% of target
Net sales
40%
1,825
2,062
2,161
1,995
90%
Adjusted operating income
40%
458
586
634
569
96%
Adjusted free cash flow
20%
313
400
480
>480
200%
Total Financial Goals
100%
114%
Team goals
Team Goals are a set of annual cross-functional targets aimed at achieving
QIAGEN’s strategy focused on innovation and sustainable value creation. The
metrics for the Team Goals are often based on targets from multi-year plans.
The achievement of goals in the category "Accelerate growth" is measured on
a grid which is aligned with the Financial Goals grid. For the other categories,
in the event of Team Goals with multiple components, the possible outcomes
are: no achievement, partial achievement or full achievement. In the event of
single goals, they are either fully met or not met. A performance maximum of
120% of the overall target level may be paid out.
Team Goals
Weight
Metric
Achieved
Award granted
Accelerate growth, in particular through focus on
Pillars of Growth
30%
Deliver growth targets for defined products and geographic markets, including:
• Sample technologies portfolio: Achieve $667 million CER sales
• QuantiFERON: Achieve $456 million CER sales
• QIAstat-Dx: Achieve $104 million CER sales
• QIAcuity: Achieve $93 million CER sales
• QDI: Achieve $117 million CER sales
Partially
27%
Increase efficiency and effectiveness through
targeted strategic actions
30%
• Achieve 3% sales growth for direct business in Service
• Sales force efficiency: Achieve >$1.65 million CER of net sales per FTE
Partially
27%
Deliver compelling new products and services to
customers and other stakeholders
20%
Achieve R&D milestones for product / solution developments:
• QIAcuity-Dx launch date by Q3 2024
• Launch proteomics support for OmicSoft
Partially
17%
Enhance QIAGEN's standing as a leader in ESG
and Employer of Choice
20%
• Reduce plastic footprint by over 20 tons
• Diversity goal to increase women in leadership compared to 2023
• 100% score on 2024 Human Rights Campaign Corporate Equality Index
(CEI) and achieve Top Employer LGBTQ+
Fully
20%
Total Team Goals
100%
91%
Personal Goals
Based on the overall performance and strong leadership in 2024, the
Compensation & Human Resources Committee awarded both Managing Board
members 100% achievement for their Personal Goals.
The weighted performance on Financial Goals and Team Goals set out above
results in the following total STI payout percentage:
STI award
Weight
Threshold
Target
Maximum
Achieved
Financial Goals
50%
20%
100%
200%
114%
Team Goals
25%
—%
100%
120%
91%
Personal Goals Mr. Bernard / Mr. Sackers
25%
—%
100%
100%
100%
Weighted total
100%
10%
100%
155%
105%
Corresponding payout (in $ thousands)
Mr. Bernard
108
1,076
1,668
1,127
Mr. Sackers
44
441
684
462
Long-Term Incentives (LTI)
Managing Board members are granted LTIs on an annual basis in the form of
Performance Stock Units (PSU). These are subject to rigorous and ambitious
performance criteria and multi-year vesting periods.
As per the updated 2021 Remuneration Policy, the value of the regular annual
long-term incentive awards at the grant date (depreciated due to factors such as
risk of forfeiture, the Company’s risk of failure to achieve its long-term
initiatives, and the length of the vesting terms) is 300% of fixed remuneration.
The target levels of the annual PSU grants are directly linked to the achievement
of financial milestones as defined in QIAGEN’s multi-year business plan. The
performance goals for cumulative net sales target and average adjusted
operating income margin (both at budget rates) were equally weighted.
Overachievement may result in an increase in the number of PSUs earned, and
is capped at 200% of the target grant. Underachievement below a threshold
level will result in a loss of the grant.
The annual PSU grants are subject to a three-year period, which will be
disclosed at the end of the performance period.
The following is an overview of key LTI financial indicators, weights and
performance multiplier for the 2022 LTI grants. Performance measures are set at
budget rates:
2022 LTI award
Weight
Threshold
Target
Maximum
Achieved
Awarded
Cumulated Net Sales (2022-2024)
50%
5,792
6,543
6,871
6,387
93%
Average Operating Income (2022-2024)
50%
26.1%
29.5%
32.0%
28.8%
94%
Total
100%
Achievement level
94%
Based on the results for 2022, the granted number of PSUs was 94% of the
target levels. The PSUs awarded for the performance of 2022 to 2024 will vest
in 2025.
The details of the PSUs granted and vested are presented in the tables for share-
based rights below. Refer to Note 24 Related Party Transactions of the
Consolidated Financial Statements for the total recognized accounting expense
in accordance with IFRS 2 Share-based Payment.
Share-based rights
The following tables sets forth the grant details of the long-term incentives of the
Managing Board members as of December 31, 2024. PSUs and RSUs have no
exercise or purchase price.
Thierry Bernard
Performance Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Performance
adjustment
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
128,535
—
—
128,535
$42.79
2023
119,695
—
—
—
119,695
$45.95
—
2022
110,000
—
(6,600)
—
103,400
$49.69
—
2021
169,387
—
—
(169,387)
—
$48.38
$41.09
2020
105,600
—
—
—
105,600
$35.90
—
2019
32,329
—
—
(32,329)
—
$38.43
$43.26
2018
56,400
—
—
(56,400)
—
$36.30
$42.99
2018
4,710
—
—
—
4,710
$33.70
—
2017
3,940
—
—
—
3,940
$28.46
—
2016
7,650
—
—
—
7,650
$24.38
—
2016
900
—
—
—
900
$21.11
—
2015
1,250
—
—
(400)
850
$25.26
$42.72
611,861
128,535
(6,600)
(258,516)
475,280
Thierry Bernard
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2020
12,000
—
(12,000)
—
$35.90
$43.20
12,000
—
(12,000)
—
Roland Sackers
Performance Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Performance
adjustment
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
74,439
—
—
74,439
$42.79
—
2023
67,723
—
—
—
67,723
$45.95
—
2022
71,000
—
(4,260)
—
66,740
$49.69
—
2021
130,109
—
—
(130,109)
—
$48.38
$41.09
2020
86,400
—
—
—
86,400
$35.90
—
2019
76,211
—
—
(76,211)
—
$38.43
$43.05
2018
109,416
—
—
(109,416)
—
$36.30
$42.99
2018
10,300
—
—
—
10,300
$33.70
—
2017
8,349
—
—
—
8,349
$30.38
—
2016
15,349
—
—
—
15,349
$24.38
—
2016
2,107
—
—
—
2,107
$27.71
—
2016
4,705
—
—
—
4,705
$21.11
—
2015
8,980
—
—
—
8,980
$25.26
—
2013
2,896
—
—
(2,896)
—
$23.16
$42.72
593,545
74,439
(4,260)
(318,632)
345,092
Roland Sackers
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2014
11,635
—
(11,635)
—
$22.25
$43.20
11,635
—
(11,635)
—
Clawback provisions
During 2024, no circumstances were identified by the Supervisory Board that
resulted in the application of clawback provisions. The Supervisory Board has
the right to recover variable remuneration from Managing Board members
based on its statutory powers in case of a payment was made based on
incorrect information in respect to target performance, material financial
restatement or individual gross misconduct. Any value adjustment or clawback
is at the discretion of the Supervisory Board. It will be accounted for in the
Remuneration Report submitted to subsequent AGM.
Comparative information
Information on Change in Remuneration and Company
Performance
The following table shows the annual change of remuneration based on
accounting expense, performance of entity, and average remuneration for other
employees over the last five years.
Annual change
2020 vs. 2019
2021 vs. 2020
2022 vs. 2021
2023 vs. 2022
2024 vs. 2023
Managing Board remuneration
Thierry Bernard (as of June 2021)
N/A
3%
55%
(14%)
6%
Roland Sackers
34%
(4%)
17%
(15%)
(12%)
Company performance
Net sales (CER)
23%
21%
—%
(13%)
1%
Adj. operating income
49%
20%
(13%)
(19%)
8%
Adj. free cash flow
113%
(7%)
30%
(43%)
43%
Average remuneration (in $ thousands)
Average remuneration of employees(1)
97
102
98
100
102
(1) Our employees are based in more than 25 countries so the average remuneration is significantly influenced by currency movements. The average remuneration of employees is obtained by dividing the
total personnel costs as stated in Note 23 - Employee Benefits and Personnel Costs (after subtracting the Managing Board remuneration) by the reported average number of full-time employees (minus two).
Please refer to the additional discussion under remuneration of employees later in this report.
Pay ratio
Under the Dutch Corporate Governance Code, QIAGEN is required to report
the ratio between the remuneration of the Managing Board members and a
representative reference group within the Company and its affiliated enterprise.
QIAGEN’s internal pay ratio is determined as the ratio between the average
pay of the Managing Board as disclosed in the Corporate Governance Report
in our 2022 Annual Report and the average pay of QIAGEN employees on a
global level. The pay ratio in 2024 for the CEO was 90:1.
The average remuneration for all employees was calculated using the average
number of payroll employees. This ratio is prepared in accordance with the
Dutch Corporate Governance Code and has not been prepared to comply with
the Pay Ratio Disclosure requirements under U.S. Securities and Exchange
Commission regulations.
Management contracts
The contracts for Managing Board members are determined by the Supervisory
Board and are built to comply with the framework of the 2021 Remuneration
Policy, which was approved by Shareholders and is in accordance with Dutch
law. An outline of these contracts is submitted to the AGM upon nomination for
appointment. Due to the holding company nature of the legal entity QIAGEN
N.V., Managing Board members may have additional contracts with other
QIAGEN subsidiaries. Any compensation for these roles is consolidated in the
remuneration reported above.
The contract for Mr. Bernard with QIAGEN N.V. has a term for one year,
which is aligned with the annual appointment as a Managing Board member
by the AGM. If Mr. Bernard is reappointed, this contract is automatically
extended for the statutory reappointment of one year.
The contract for Mr. Sackers with QIAGEN N.V., which was entered into in
2004, has an indefinite term, but includes provisions for notice periods (six
months from QIAGEN and three months from Mr. Sackers) for termination,
among other topics. His appointment as a Managing Board member under this
contract with QIAGEN N.V. is based on a one-year term and subject to annual
appointment by the AGM.
Change of Control
In the event of the sale or the transfer of all or substantially all of the
Company’s assets or business to an acquirer in one transaction or a series of
transactions, including through a merger, consolidation or a transfer of shares
to a third party (a “Transaction”), the Managing Board members are entitled
under legacy contracts to a Change of Control payment commensurate to a
multiple of two times their annual cash compensation (fixed payment plus
annual bonus, includes salaries and bonuses set forth in employment
agreements with other QIAGEN affiliates). Furthermore, unvested share-based
compensation granted to the Managing Board members will be subject to an
accelerated vesting in case of a Transaction.
Loans
Members of the Managing Board and Supervisory Board are not eligible for
any loans.
Outlook: Managing Board remuneration in 2025
For both the CEO and CFO, the base salary will increase by 3.1%, in line with
the budget for QIAGEN employees in their respective countries.
No change has been made to the target bonus level as a percentage of base
salary, nor to the PSU target grant level.
For 2025, Managing Board members were granted PSUs subject to rigorous
performance criteria over a three-year performance period. The final level of
earned PSUs will be determined upon completion of the three-year period from
2025-2027, and subject to the achievement of challenging performance
goals: 50% for 2025-2027 cumulative net sales (at budget rates) and 50% for
2025-2027 average adjusted operating income margin (at budget rates). The
results of these confidential targets will be published in the Remuneration
Report after the performance period ends in 2027.
Supervisory Board Remuneration
At the Annual General Meeting (AGM) in June 2021, QIAGEN shareholders
approved the Supervisory Board's Remuneration Policy, standardizing
compensation for Chairs and Members of the Compensation & Human
Resources, Science & Technology, and Nomination & Governance 
Committees. The policy took effect immediately and has governed Supervisory
Board remuneration through the first half of 2024.
At the June 2024 AGM, shareholders approved an updated Remuneration
Policy. While fixed annual fees for board membership have remained
unchanged since 2015, the policy simplified and significantly reduces fixed
remuneration in Restricted Share Units (RSUs) to align with market best
practices. Additionally, it introduced a minimum shareholding guideline for
Supervisory Board members. Share grants were issued in February 2024 under
the 2021 policy, prior to the submission of the 2024 policy for shareholder
approval.
Remuneration Policy summary
The Remuneration Policy of the Supervisory Board is aimed to attract and retain
highly qualified members. Remuneration is aligned to the applicable market
standards, considering peer companies of similar size and complexity in similar
industries. These companies represent the biotechnology, life sciences and
diagnostics industries, and also reflect our nexus to the European Markets as a
Dutch company, as well as our U.S. focus as a NYSE-listed company subject to
U.S. regulations.
The Remuneration Policy for the Supervisory Board also reflects the fact that
many Supervisory Board members are residents of the U.S., a market that also
represented more than 45% of QIAGEN’s total sales in 2024. The level of
remuneration rewards an intense involvement with QIAGEN, and the high level
of responsibility and time spent that goes with it.
Fixed remuneration in cash
The Remuneration Policy for the Supervisory Board provides for fixed annual
retainers for the Chair and other members, and additional fees for Committee
Chairs and members as follows:
Fee payable to the Chair of the Supervisory Board
$150,000
Fee payable to each member of the Supervisory Board
$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee
$25,000
Member of the Audit Committee
$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee
$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee
$11,000
Chair of other Committees
$12,000
Member of other Committees
$6,000
Further, Supervisory Board members are reimbursed for tax consulting costs
incurred in connection with the preparation of their tax returns up to an amount
of €5,000 per person per year.
Fixed remuneration in shares
The Supervisory Board members receive grants of Restricted Stock Units (RSUs)
pursuant to the terms of the QIAGEN N.V. Stock Plan. These awards have no
performance condition and are in line with the principle of the Dutch Corporate
Governance Code that remuneration of Supervisory Board members should not
be dependent on a company’s results.
This compensation component has been a long and tested practice at QIAGEN
since the Initial Public Offering (IPO) in 1996, and in line with the practices of
many other companies.
It has proven effective in attracting and retaining talented Supervisory Board
members, as well as creating a strong commitment and creating alignment with
our stakeholders, who have given this approach their broad support.
The RSUs represent rights to receive common shares at future dates if the
individual continues to provide service to the Company. A total of 40% of each
award vests three years after the grant date, and the remaining 60% vests after
five years from the grant date. The number of RSUs subject to each annual
grant shall be reduced by 0.25% per each 1% increase in the Company’s
share price, and increased by 0.25% per each 1% decrease in the Company’s
share price, whereby the share price shall be determined as the average
trading price of the Company’s common shares from July 1 through
December 31 of each year preceding the grant.
Equity holding guideline
Based on the Remuneration Policy approved by shareholders in 2024,
Supervisory Board members are now required to hold QIAGEN shares with a
value of at least 200% of their gross annual RSU award. The minimum
shareholding may be built up over a multi-year period based on the after-tax
value of shares after vesting, and does not require any personal share
purchases. All vested shares are locked up until this requirement is fulfilled.
2024: Supervisory Board remuneration
For the year ended December 31, 2024, members of the Supervisory Board
received the following compensation:
Supervisory Board member
Fixed
remuneration
Committee chair
Committee
membership
Total(1)
Restricted
Stock Units
Lawrence A. Rosen (Chair)
$150,000
4,500
23,250
$177,750
7,056
Dr. Metin Colpan
$57,500
18,000
11,000
$86,500
7,056
Dr. Toralf Haag
$57,500
25,000
—
$82,500
7,056
Dr. Ross L. Levine
$57,500
—
11,000
$68,500
7,056
Dr. Elaine Mardis
$57,500
—
22,000
$79,500
7,056
Bert van Meurs(2)
$43,130
—
8,250
$51,380
—
Eva van Pelt(2)
$47,920
—
12,500
$60,420
—
Dr. Eva Pisa
$57,500
13,500
2,750
$73,750
7,056
Stephen H. Rusckowski
$57,500
13,500
11,000
$82,000
7,056
Elizabeth E. Tallett
$57,500
4,500
34,250
$96,250
7,056
(1) Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.
(2) Bert van Meurs and Eva van Pelt joined the Supervisory Board in 2024 and were not eligible for the equity grant for 2024.
Supervisory Board members received a grant of RSUs pursuant to the terms of
the 2014 Stock Plan. Under the terms of the grants, 40% of each award vests
three years after the grant date and the remaining 60% vests five years after the
grant date. Any granted awards will fully vest in case of a change of control of
QIAGEN. Refer to Note 24 Related Party Transactions of the Consolidated
Financial Statements for the total recognized accounting expense in accordance
with IFRS 2 Share-based Payment.
The following tables set forth the RSUs of the Supervisory Board:
Lawrence A. Rosen
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
2020
5,656
—
—
5,656
$35.90
—
2019
5,599
—
(5,599)
—
$38.43
$43.20
33,634
7,056
(8,591)
32,099
Dr. Metin Colpan
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
2020
5,656
—
—
5,656
$35.90
—
2019
5,599
—
(5,599)
—
$38.43
$43.20
33,634
7,056
(8,591)
32,099
Dr. Toralf Haag
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
22,379
7,056
(2,992)
26,443
Prof. Dr. Ross L. Levine
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
2020
5,656
—
—
5,656
$35.90
—
2019
5,599
—
(5,599)
—
$38.43
$43.20
33,634
7,056
(8,591)
32,099
Prof. Dr. Elaine Mardis
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
2020
5,656
—
—
5,656
$35.90
—
2019
5,599
—
(5,599)
—
$38.43
$43.20
33,634
7,056
(8,591)
32,099
Dr. Eva Pisa
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
7,917
7,056
—
14,973
Stephen Rusckowski
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
—
7,056
—
7,056
Elizabeth E. Tallett
Restricted Stock Units
Year of grant
Outstanding at
December 31,
2023
Granted
Vested
Outstanding at
December 31,
2024
Share price on
grant date
Share price on
release date
2024
—
7,056
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
—
6,980
$49.69
—
2021
7,482
—
(2,992)
4,490
$50.00
$43.56
2020
5,656
—
—
5,656
$35.90
—
2019
5,599
—
(5,599)
—
$38.43
$43.20
33,634
7,056
(8,591)
32,099
Outlook: Supervisory Board remuneration in 2025
In 2025, the Supervisory Board members received a grant of RSUs pursuant to
the new Remuneration Policy. The award is valued at $230,000 on the grant
date and will vest one year from the grant date.
Share Ownership
QIAGEN requires the Managing Board members and other senior executives to
build up a significant share ownership to underscore their alignment to the
interests of the Company and its shareholders. Under the Remuneration Policy,
Managing Board members must build up a shareholding equal in value to five
times their net base salary (after taxes) within four years of their first
appointment. At the end of 2024, Mr. Bernard and Mr. Sackers both complied
with the requirement.
The following table sets forth certain information as of January 31, 2025,
concerning the ownership of Common Shares by our Managing Board and
Supervisory Board members. In preparing the following table, we have relied
on information furnished by such persons.
Shares
beneficially
owned (1)
Stock awards that
could become
releasable
on or prior to
April 1, 2025
Thierry Bernard
312,125
209,850
Roland Sackers
383,089
162,120
Dr. Metin Colpan(2)
171,792
8,448
Dr. Toralf Haag
2,551
2,792
Dr. Ross L. Levine
16,273
8,448
Dr. Elaine Mardis
3,973
8,448
Bert van Meurs
—
—
Eva van Pelt
—
—
Dr. Eva Pisa
—
—
Lawrence A. Rosen
14,495
8,448
Stephen H. Rusckowski
24
—
Elizabeth Tallett
47,224
8,448
(1) The number of Common Shares outstanding as of January 31, 2025, was 216,116,102. The persons named in the table have sole voting and investment power with respect to all shares shown as
beneficially owned by them and have the same voting rights as shareholders with respect to Common Shares.
(2) Shares beneficially owned include 105,637 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.
Remuneration to employees
QIAGEN has more than 5,700 employees in over 25 countries, and the
remuneration principles discussed above are taken into consideration in
developing the compensation policies for all of our employees.
Competitive remuneration is key to attracting top talent throughout all levels of
the organization and our "pay for performance" culture applies at every level.
We strive to achieve fair pay with cash compensation commensurate with the
market range and in accordance with an employee's role, qualifications,
experience and performance.
All employees have a combination of base salary and STIs. They also share the
same system of Corporate (comprised of Financial and Team Goals) and
Personal Goals, with the weighting shifting in favor of the Corporate Goals with
each job level. Likewise, the variable portion of pay linked to achievement of
ambitious annual Corporate Goals rises as a share of total direct remuneration
increases with each job level, in line with greater responsibility and more
impact on our performance. In 2024, total employee salaries increased by an
average of approximately 4%.
QIAGEN also has frameworks in place for share-based compensation, as well
as incentive programs for new ideas and innovation. All members of QIAGEN
management participate in our stock plan and are eligible to receive LTIs
subject to performance and / or service requirements. These performance
targets are the same as those applied to Managing Board members.
Employee share-based remuneration
Pursuant to the 2023 Stock Plan (the 2023 Plan), stock rights – which include
options to purchase our Common Shares, stock grants and stock-based awards
– may be granted to employees of QIAGEN and its subsidiaries. Generally, the
stock-based awards have terms of up to three years, subject to earlier
termination in the event of death, disability or other termination of employment.
Some grants were made previously under the 2014 Stock Plan that also
included a 5-year vesting tranche. The vesting and exercisability of certain stock
rights would be accelerated in the event of a change of control, as defined in
the agreements under the 2023 Plan. Treasury Shares are issued to satisfy
option exercises and award releases.
The Plan is administered by the Compensation & Human Resources Committee
of the Supervisory Board, which selects participants from among eligible
employees, and determines the number of shares to be received subject to the
stock-based award, the length of time the award will remain outstanding, the
manner and time of the award’s vesting, the price per share subject to the
award, and other terms and conditions of the award consistent with the Plan.
Details with respect to PSUs outstanding are set out below:
Performance Stock Units
Shares
Weighted average
purchase price
Weighted average
remaining
contractual term
(in years)
Weighted average
grant date
(Fair value)
Outstanding December 31, 2023
2,046,141
$0.00
$42.22
Awarded
899,897
$0.00
$42.79
Released
(964,056)
$0.00
$41.32
Forfeited
(186,532)
$0.00
$41.33
Outstanding December 31, 2024
1,795,450
$0.00
1.34
$43.08
Vested and expected to vest
1,662,203
$0.00
1.28
$43.06
Details with respect to RSUs outstanding are set out below:
Restricted Stock Units
Shares
Weighted average
purchase price
Weighted average
remaining
contractual term
(in years)
Weighted average
grant date
(Fair value)
Outstanding December 31, 2023
712,862
$0.00
$44.93
Awarded
286,665
$0.00
$43.13
Released
(122,807)
$0.00
$43.36
Forfeited
(72,536)
$0.00
$45.35
Outstanding December 31, 2024
804,184
$0.00
1.45
$44.46
Vested and expected to vest
725,003
$0.00
1.41
$44.54
Management’s statement pursuant to section
5:25c paragraph 2 sub s of the Dutch Financial
Supervision Act (Wet op het financieel toezicht)
In accordance with provision 1.4.3 of the Code and Article 5:25c of the
Financial Supervision Act, the Managing Board declares that, to the best of its
knowledge:
1. the report of the Management Board as included in this annual report
provides sufficient insights into any deficiencies in the effectiveness of
QIAGEN's internal risk management and control systems with regard to the
risks associated with the strategy and activities of QIAGEN and its affiliated
enterprise, including the strategic, operational, compliance and reporting risks;
2. the aforementioned systems provide reasonable assurance that QIAGEN's
financial reporting does not contain any material errors;
3. based on QIAGEN's current status of affairs, it is justified that the financial
reporting is prepared on a going concern basis;
4. the report of the Management Board lists those material risks associated with
the strategy and activities of QIAGEN and its affiliated enterprise, including the
strategic, operational, compliance and reporting risks, or uncertainties that are
relevant to the expectation regarding QIAGEN's continuity for the period of
twelve months after the issuance of the report;
5. the financial statements as included in this annual report provide a true and
fair view of the assets, liabilities, financial position, and profit for the financial
year of QIAGEN and the group companies included in the consolidation; and
6. the report of the Management Board as included in this annual report
provides a true and fair view of the situation on the balance sheet date, the
business development during the year of QIAGEN, and of its affiliated group
companies included in the financial statements. The report of the Management
Board describes the material risks to which QIAGEN is exposed.
Thierry Bernard Roland Sackers
Chief Executive Officer Chief Financial Officer
QIAGEN N.V. Consolidated Balance Sheets
(in thousands)
As of December 31,
Notes
2024
2023
Assets
Current assets:
Cash and cash equivalents
(3.17)
$663,025
$667,320
Current financial assets
(7)
489,437
389,698
Trade accounts receivable
(8)
349,278
381,877
Inventories
(3.18)
279,082
397,912
Derivative financial instruments
(25, 26)
23,604
43,230
Other current assets
(9)
135,062
240,253
Total current assets
1,939,488
2,120,290
Non-current assets:
Property, plant and equipment
(10)
474,517
520,684
Goodwill
(12)
2,453,849
2,503,038
Other intangible assets
(12)
621,252
806,626
Right-of-use assets
(13)
113,416
102,919
Equity accounted investments
(11)
18,241
16,195
Non-current financial assets
(7)
4,283
4,435
Deferred tax assets
(17)
92,565
63,574
Derivative financial instruments
(25, 26)
3,174
3,083
Other non-current assets
(9)
35,422
33,309
Total non-current assets
3,816,719
4,053,863
Total assets
$5,756,207
$6,174,153
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Balance Sheets
(in thousands, except par value)
As of December 31,
Notes
2024
2023
Liabilities and equity
Current liabilities:
Current financial debts
(16)
$53,481
$587,970
Trade and other accounts payable
83,272
84,155
Provisions
(14)
3,702
5,246
Derivative financial instruments
(25, 26)
13,752
73,461
Other current liabilities
(15)
376,591
351,295
Total current liabilities
530,798
1,102,127
Non-current liabilities:
Non-current financial debts
(16)
1,284,016
867,773
Deferred tax liabilities
(17)
33,379
22,126
Derivative financial instruments
(25, 26)
89,609
120,378
Other non-current liabilities
(15)
217,853
194,598
Total non-current liabilities
1,624,857
1,204,875
Equity:
Common Shares, 0.01 EUR par value, authorized— 410,000 shares, issued— 223,904 shares in 2024 and
230,829 in 2023
(18)
2,601
2,702
Share premium
1,715,510
1,965,581
Retained earnings
(18)
2,389,172
2,421,630
Reserves
(431,816)
(389,739)
Less treasury shares at cost—1,614 and 2,627 shares, respectively
(18)
(74,915)
(133,023)
Total equity
3,600,552
3,867,151
Total liabilities and equity
$5,756,207
$6,174,153
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Income Statements
(in thousands, except per share data)
Years ended December 31,
Notes
2024
2023
Net sales
(4, 21)
$1,978,214
$1,965,311
Cost of sales:
Cost of sales
(6)
(957,893)
(672,835)
Acquisition-related intangible amortization
(12)
(58,541)
(64,198)
Total cost of sales
(1,016,434)
(737,033)
Gross profit
961,780
1,228,278
Other operating income
444
639
Research and development expense
(183,306)
(192,161)
Sales and marketing expense
(459,973)
(470,464)
General and administrative expense
(110,824)
(117,399)
Restructuring, acquisition, integration and other, net
(6)
(90,210)
(34,456)
Other operating expense
(570)
(1,366)
Total operating expenses, net
(10, 12, 23)
(844,439)
(815,207)
Income from operations
117,341
413,071
Financial income
68,016
78,992
Financial expense
(16)
(47,283)
(55,912)
Gain from equity accounted investments
(11)
5,720
4,163
Non-monetary loss, net
(3)
206
—
Other financial results
(5, 7, 26)
(49,922)
134,138
Total financial income, net
(23,263)
161,381
Income before income tax expense
94,078
574,452
Income tax expense
(17)
(34,267)
(89,644)
Net income
$59,811
$484,808
Basic earnings per common share
(19)
$0.27
$2.12
Diluted earnings per common share
(19)
$0.27
$2.10
Weighted average shares outstanding
Basic
(19)
222,619
228,146
Diluted
(19)
224,717
230,619
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Statements of Comprehensive Income
(in thousands)
Years ended December 31,
Notes
2024
2023
Net income
$59,811
$484,808
Other comprehensive income not reclassified to profit or loss in subsequent periods:
(Loss) gain in pensions (net of $227 tax benefit and $72 tax expense in 2024 and 2023 , respectively)
(530)
167
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:
Foreign currency translation adjustments (net of $0 tax in 2024 and 2023 )
(69,631)
(11,481)
(Gains) losses on cash flow hedges (net of $28,422 tax expense and $18,344 tax benefit in 2024 and 2023 ,
respectively)
(26)
81,743
(52,755)
Reclassification adjustments on cash flow hedges (net of $27,195 tax benefit and $17,183 tax expense in 2024
and 2023 , respectively)
(26)
(78,211)
49,417
Net investment hedge
(26)
24,552
(18,396)
Other comprehensive loss, after tax
(42,077)
(33,048)
Comprehensive income
$17,734
$451,760
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Statements of Cash Flows
(in thousands)
Years ended December 31,
Notes
2024
2023
Cash flows from operating activities:
Net income
$59,811
$484,808
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
(10, 12)
209,726
211,336
Non-cash impairments
(6, 7)
203,408
4,158
Amortization of debt discount and issuance costs
(27)
18,428
30,162
Deferred income taxes
(17)
(19,974)
15,811
Share based compensation expense
(22)
43,627
47,100
Loss on financial assets
(7)
426
—
Other items, including fair value changes in derivatives
(11, 16, 26)
57,001
(133,141)
Net changes in operating assets and liabilities:
Trade accounts receivable
(8)
12,218
(55,119)
Inventories
(3)
85,526
(44,746)
Other current assets
(9)
14,235
4,390
Other non-current assets
(9)
(1,194)
691
Accounts payable
1,446
(22,417)
Accrued and other current liabilities
(15)
(53,731)
(78,919)
Other non-current liabilities
(15)
4,108
(6,675)
Income taxes
(17)
34,856
71,009
Interest paid
(27,642)
(22,869)
Interest received
81,230
69,610
Income taxes paid, net of refunds
(15,684)
(82,409)
Net cash provided by operating activities
707,821
492,780
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Statements of Cash Flows
(in thousands)
Years ended December 31,
Notes
2024
2023
Cash flows from investing activities:
Purchases of property, plant and equipment
(10)
(68,038)
(41,398)
Purchases of intangible assets
(12)
(103,204)
(121,404)
Development expenses
(12)
(10,181)
(6,350)
Purchases of unquoted debt securities
(7)
(685,915)
(839,399)
Proceeds from redemption of unquoted debt securities
(7)
584,979
1,054,946
Purchases of quoted debt securities
(7)
—
(137,049)
Proceeds from redemption of quoted debt securities
(7)
—
215,605
Purchases of unquoted equity securities
(7)
(3,157)
(3,020)
Proceeds from unquoted equity securities
(7)
692
150
Cash paid for acquisitions, net of cash acquired
(5)
—
(149,532)
Cash paid for collateral asset
25,414
(66,583)
Other investing activities
—
(499)
Net cash used in investing activities
(259,410)
(94,533)
Cash flows from financing activities:
Capital repayment
(18)
(292,099)
—
Proceeds from non-current debt, net of issuance costs
(16, 17)
494,211
—
Repayment of non-current debt
(16, 17)
(601,536)
(400,000)
Proceeds from exercise of call option related to cash convertible notes
(16)
—
36,762
Payment of intrinsic value of cash convertible notes
(16)
—
(36,762)
Principal payments on leases
(13)
(23,892)
(26,779)
Proceeds from issuance of common shares
—
163
Tax withholding related to vesting of stock awards
(22)
(34,161)
(17,675)
Cash received for collateral liability
11,350
(16,315)
Other financing activities
(661)
—
Net cash used in financing activities
(446,788)
(460,606)
Effect of exchange rate changes on cash and cash equivalents
(5,918)
(592)
Net decrease in cash and cash equivalents
(4,295)
(62,951)
Cash and cash equivalents, beginning of period
667,320
730,271
Cash and cash equivalents, end of period
$663,025
$667,320
QIAGEN N.V. Consolidated Statements of Cash Flows
(in thousands)
Years ended December 31,
Notes
2024
2023
Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange
(7)
$—
$2,604
The accompanying notes are an integral part of these consolidated financial statements.
QIAGEN N.V. Consolidated Statements of Changes in Equity
(in thousands)
Common Shares
Share
premium
Retained
earnings
Derivative
hedge
reserve
Pension
reserve
Foreign
currency
translation
Treasury Shares
Total
equity
Notes
Shares
Amount
Shares
Amount
Balance at December 31, 2022
230,829
$2,702
$1,921,972
$1,981,498
($15,637)
$645
($341,699)
(3,113)
($160,188)
$3,389,293
Net income
—
—
—
484,808
—
—
—
—
—
484,808
Other comprehensive income (loss)
—
—
—
—
(21,734)
167
(11,481)
—
—
(33,048)
Comprehensive income
—
—
—
484,808
(21,734)
167
(11,481)
—
—
451,760
Tax benefit of employee stock plans
(22)
—
—
(3,491)
—
—
—
—
—
—
(3,491)
Share-based payments
(22)
—
—
47,100
—
—
—
—
—
—
47,100
Employee stock plans
(22)
—
—
—
(44,676)
—
—
—
873
44,840
164
Tax withholding related to vesting of
stock awards
(22)
—
—
—
—
—
—
—
(387)
(17,675)
(17,675)
Balance at December 31, 2023
230,829
$2,702
$1,965,581
$2,421,630
($37,371)
$812
($353,180)
(2,627)
($133,023)
$3,867,151
Balance at December 31, 2023
230,829
2,702
1,965,581
2,421,630
(37,371)
812
(353,180)
(2,627)
(133,023)
3,867,151
Capital repayment
(18)
(6,925)
(101)
(292,672)
—
—
—
—
79
—
(292,773)
Net income
—
—
—
59,811
—
—
—
—
—
59,811
Other comprehensive income (loss)
—
—
—
—
28,084
(530)
(69,631)
—
—
(42,077)
Comprehensive income
—
—
—
59,811
28,084
(530)
(69,631)
—
—
17,734
Tax benefit of employee stock plans
(22)
—
—
(1,026)
—
—
—
—
—
—
(1,026)
Share-based payments
(22)
—
—
43,627
—
—
—
—
—
—
43,627
Employee stock plans
(22)
—
—
—
(92,269)
—
—
—
1,734
92,269
—
Tax withholding related to vesting of
stock awards
(22)
—
—
—
—
—
—
—
(800)
(34,161)
(34,161)
Balance at December 31, 2024
223,904
$2,601
$1,715,510
$2,389,172
($9,287)
$282
($422,811)
(1,614)
($74,915)
$3,600,552
The accompanying notes are an integral part of these consolidated financial statements.
Overview
Page 219
Notes to the Consolidated Financial Statements
December 31, 2024
k
1. Corporate Information, Basis of Presentation and Statement of Compliance
Corporate Information
QIAGEN N.V. is a public limited liability company ('naamloze vennootschap') under Dutch law with a registered office at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. The Company is registered under its commercial and legal name
QIAGEN N.V. with the trade register ('kamer van koophandel') of the Dutch region Limburg Noord under file number
12036979. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading
global provider of Sample to Insight solutions, enabling customers to extract and gain valuable molecular insights from
samples containing the building blocks of life. Our Sample technologies isolate and process DNA, RNA and proteins from
blood, tissue and other materials. Assay technologies prepare these biomolecules for analysis while bioinformatics software
and knowledge bases can be used to interpret data to find actionable insights. Automation solutions bring these processes
together into seamless and cost-effective workflows. We serve over 500,000 customers globally in Life Sciences
(academia, pharma R&D and industrial applications, primarily forensics) and Molecular Diagnostics for clinical healthcare.
As of December 31, 2024, we employed more than 5,700 people in over 35 locations worldwide.
Our Common Shares are listed for trading on the Frankfurt Stock Exchange, Prime Standard Segment, under the symbol
QIA and on the New York Stock Exchange (NYSE) under the symbol QGEN.
Basis of Presentation and Statement of Compliance
The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union (EU-IFRS) and all amounts are presented in U.S. dollars rounded to the
nearest thousand, unless otherwise indicated. The consolidated financial statements have been prepared on a historical
cost basis, except for derivative financial instruments, contingent consideration and financial assets that have been
measured at fair value. The financial statements of the Company have been prepared on the basis of the going concern
assumption. The consolidated financial statements also comply with the financial reporting requirements included in Part 9
of Book 2 of the Dutch Civil Code, as far as applicable.
We undertake acquisitions to complement our own internal product development activities. In January 2023, we acquired
Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human
identification (HID) and forensic investigation located in San Diego, California. The cash consideration, net of cash
acquired was $149.5 million. At the acquisition date, all the assets acquired and liabilities assumed were recorded at their
respective fair values and our consolidated results of operations include the operating results from the acquired company
from the acquisition date. The acquisition was not significant to the overall consolidated financial statements.
The consolidated financial statements of QIAGEN for the year ended December 31, 2024 were authorized for issue in
accordance with a resolution of the Supervis ory Board on April 28, 2025.
2. Effects of New Accounting Policies and Disclosures
New Accounting Standards and Interpretations Adopted
For 2024, there were no new standards or interpretations that were adopted which have a material impact to the
consolidated financial statements.
New Accounting Standards and Interpretations Issued but Not Yet Adopted
For 2024, there are no new standards or interpretations issued which have not been adopted that are expected to have a
material impact to the consolidated financial statements.
3. Summary of Significant Accounting Policies, Estimates and Judgments
Significant Accounting Policies
3.1  Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December 31, 2024 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as "subsidiaries." The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
3.2  Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any noncontrolling
interest in the acquiree. The Company measures the noncontrolling interest in the acquiree at fair value. Acquisition related
costs incurred are expensed.
When the Company acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be
recognized either in profit or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred and the amount recognized for
noncontrolling interest over the Company's net identifiable assets acquired and liabilities assumed. If this consideration is
lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as profit.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit.
3.3  Equity Accounted Investments
Investments in entities in which the Company has significant influence, generally participation of 20% or more of the voting
power, but over which it does not exercise management control are accounted for using the equity method. The
Company's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the company has significant influence but no control or joint control. A joint venture is an arrangement in
which the company has joint control, whereby the company has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Under the equity method, the investment is carried in the balance sheet at cost plus post acquisition changes in the
Company's share of net assets of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an additional
impairment loss on the Company's investment. The Company determines at each reporting date whether there is any
objective evidence that the investment is impaired. If this is the case the Company calculates the amount of impairment as
the difference between the recoverable amount of the investment and its carrying value and recognizes the amount in the
income statement.
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its
fair value.
3.4  Foreign Currency Translation
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenue and expense accounts are translated at a weighted average of exchange rates during
the period. The cumulative effect of translation is included in shareholders' equity. On disposal of a subsidiary, such
translation differences are recognized in the income statement as part of the gain or loss on sale.
Foreign currency transactions involving monetary assets and liabilities denominated in a currency other than the functional
currency of the entity are translated using the exchange rate prevailing at the dates of the transactions and are
subsequently valued at the closing rates at each period end. The foreign currency gains or losses on hedging instruments
used to offset currency risk associated with the translation of the foreign operations are deferred in other comprehensive
income, to the extent that the hedge is effective. Foreign currency transaction gains and losses realized until settlement are
included in the income statement, except for those related to intercompany transactions of a long-term investment nature
which represent in substance part of the reporting entity's net investment in a foreign entity; such gains and losses are
included in the cumulative foreign currency translation adjustments component of shareholders' equity. Included in other
financial results in the accompanying consolidated income statements is a net loss on foreign currency transactions of
$2.7 million and a net loss on foreign currency transaction of $4.1 million for the years ended December 31, 2024 and
2023, respectively.
The exchange rates of key currencies affecting the Company were as follows:
(USD equivalent for one)
Closing rate as at December 31,
Annual average rate
2024
2023
2024
2023
Euro (EUR)
1.0389
1.1050
1.0821
1.0814
Pound Sterling (GBP)
1.2529
1.2715
1.2782
1.2435
Swiss Franc (CHF)
1.1038
1.1933
1.1362
1.1133
Japanese Yen (JPY)
0.0064
0.0071
0.0066
0.0071
Chinese Yuan (CNY)
0.1370
0.1408
0.1390
0.1413
Beginning January 1, 2022, the results of our subsidiary in Türkiye are reported under hyperinflationary accounting in
accordance with International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (IAS 29).
Under IAS 29, to reflect changes in purchasing power using a general price index, the carrying amounts of non-monetary
assets and liabilities, shareholders’ equity, and comprehensive income of our subsidiary in Türkiye were restated in terms of
a measuring unit current at the balance sheet date. No restatement is required for monetary assets and liabilities because
they represent money held, to be received, or to be paid.
At initial application, we recognized a net monetary loss of $5.4 million to adjust transactions recorded during the period
into a measuring unit current as of December 31, 2022. As of December 31, 2024, a monetary loss of $0.2 million was
recorded from the application of IAS 29. No monetary gain or loss was recorded for the year ended December 31, 2023
as there were no material effects from the application of IAS 29.
3.5  Revenue Recognition
We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the
consideration that is expected to be received in exchange for those goods or services. We enter into contracts that can
include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone
selling prices. The majority of our sales revenue is recognized when products are shipped to the customers at which point
control transfers. Refer to Note 4 "Revenue" for additional details.
Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale
revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the
years ended December 31, 2024 and 2023, shipping and handling costs totaled $33.4 million and $32.4 million,
respectively.
3.6  Operating Expenses
Advertising Costs
The costs of advertising are expensed as incurred when the services are performed and are included as a component of
sales and marketing expense. Advertising costs for the years ended December 31, 2024 and 2023 were $9.6 million and
$11.5 million, respectively.
General and Administrative
General and administrative expenses primarily represent personnel costs and expenses associated with administrative
infrastructure, including continued investments across the organization in information technology improvements and cyber
security.
Restructuring, Acquisition, Integration and Other
We incur indirect acquisition and business integration costs in connection with business combinations. These costs
represent incremental costs that we believe would not have been incurred absent the business combinations. Major
components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations,
payroll and related costs for employees remaining with the Company on a transitional basis and public relations,
advertising and media costs for re-branding of the combined organization.
Restructuring costs include personnel costs (principally termination benefits), facility closure and contract termination costs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits.
Facility closure and other costs are recorded when the liability is incurred. The specific restructuring measures and
associated estimated costs are based on management's best business judgment under the existing circumstances at the time
the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period
of the revised estimate. See Note 6 "Exit Costs and Impairments" for the details.
Research and Development
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Company can demonstrate:
• The technical feasibility of completing the intangible asset so that it will be available for use or sale.
• Its intention to complete and its ability to use or sell the asset.
• How the asset will generate probable future economic benefits.
• The availability of resources to complete the asset and to use or sell the intangible asset.
• The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortization and accumulated impairment losses.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a
straight-line basis over the period of expected future benefit (between three and five years). Amortization is recorded in
cost of sales. During the period of development, the asset is tested for impairment annually.
3.7  Government Grants
We recognize government grants when there is reasonable assurance that all conditions will be complied with and the
grant will be received. Our government grants generally represent subsidies for specified activities and are therefore
recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to
compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same
period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities
in the balance sheet. When the grant relates to an asset, the value of the grant is deducted from the carrying amount of the
asset and recognized over the same period that the related asset is depreciated or amortized.
In 2024 , we received government grants in the amount of $0.4 million (2023: $4.4 million), of which $0.4 million of
income was included to offset research and development expense in the accompanying consolidated income statement.
We do not carry any liabilities related to government grants.
3.8  Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)
when such borrowing costs are significant and are recognized using the effective interest rate method. All other borrowing
costs are expensed in the period they occur.
3.9  Post-Employment Benefits
The Company operates a number of defined benefit and defined contribution plans. For defined benefit plans, the
Company provides for benefits payable to their employees on retirement by charging current service costs to income. The
defined benefit liability comprises the present value of the defined benefit obligation less past service cost and actuarial
gains and losses not yet recognized and less the fair value of plan assets out of which the obligations are to be settled
directly. The Company's contributions to the defined contribution pension plans are charged to the income statement in the
year to which they relate. Refer to Note 23 "Employee Benefits and Personnel Costs" for more details.
3.10  Share-Based Payments
The Company has a stock option plan, which is described in detail under Note 22 "Share-Based Payments." A
compensation charge is calculated at the date the options are granted. This charge is recognized over the stock option's
vesting period. When the option is exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium.
3.11  Taxation
Taxes reported in the consolidated income statements include current and deferred income taxes.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities and are presented net within tax jurisdictions where permitted. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company
operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. A deferred tax asset is recognized for deductible temporary differences and unused tax losses (tax credits)
carried forward, to the extent that it is probable that future taxable profits will be available.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are
recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Income tax exposure
Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and
timing of future taxable income. Given the wide range of international business relationships and the long-term nature and
complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or
future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax
authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such
as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the
responsible tax authority. Such differences of Interpretation may arise on a wide variety of issues depending on the
conditions prevailing in the respective Company's domicile.
3.12  Financial Instruments - Recognition and Initial Measurement
The Company's financial assets include cash and short-term deposits, trade accounts receivable, loan and other
receivables, quoted and unquoted financial instruments, and derivative financial instruments. The Company's financial
liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets
and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
3.13  Financial Instruments - Classification and Subsequent Measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2024, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
• how the performance of the portfolio is evaluated and reported to the Company’s management;
• the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
• how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.
‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
• contingent events that would change the amount or timing of cash flows;
• terms that may adjust the contractual coupon rate, including variable-rate features;
• prepayment and extension features; and
• terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in
profit or loss. However, see Note 26 for derivatives designated as hedging instruments.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment
losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on
derecognition is recognized in profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains
and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and
losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly
represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to
profit or loss.
At December 31, 2024, all unquoted equity securities held as non-current financial assets and current and non-current
derivative financial instruments are measured at FVTPL. All other financial assets are measured at amortized cost.
The Company does not hold any debt or equity investments at FVOCI as of December 31, 2024.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December 31, 2024, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 "Fair Value Measurements." All other financial liabilities are measured at amortized cost.
See Note 26 for financial liabilities designated as hedging instruments.
3.14  Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non‑cash assets transferred or liabilities assumed) is recognized in profit or loss.
3.15  Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
3.16  Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (‘forward points’) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
3.17  Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments
that are short-term and highly liquid with an original maturity of less than three months at the date of purchase.
(in thousands)
 
2024
2023
Cash at bank and on hand
 
$92,175
$86,616
Money market funds
399,917
481,360
Commercial paper
—
9,982
Short-term bank deposits
170,933
89,362
Cash and cash equivalents
$663,025
$667,320
3.18  Inventories
Inventories are stated at the lower of cost and net realizable value. The moving average method of valuation is used. The
cost of work in process and finished goods includes raw materials, direct labor and production overhead expenditure
based upon normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business less the cost of completion and distribution expenses. At December 31, 2024 and 2023, no inventory was
recorded at net realizable value. Provisions are established for slow-moving and obsolete inventory. No inventory is
pledged as collateral as of December 31, 2024.
(in thousands)
2024
2023
Raw materials
$52,770
$91,204
Work in process
72,675
94,736
Finished goods
153,637
211,972
Total inventories, net
$279,082
$397,912
Included in inventories as of December 31, 2024, are $65.5 million (2023: $38.2 million) of inventory provisions. The
movement in inventory provisions was recorded under cost of sales. For the years ended December 31, 2024 and 2023,
cost of sales included cost of inventory sold of $299.6 million and $292.5 million, respectively.
3.19  Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction cost less accumulated depreciation and
accumulated impairment in value. Depreciation is computed using the straight-line and declining balance methods over the
following estimated useful lives of the assets:
Buildings and leasehold improvements
up to 60 years
Machinery and equipment
3-15 years
Furniture and office equipment
3-10 years
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate. Land is
not depreciated. Construction costs include borrowing costs and operating expenses that are directly attributable to items
of property, plant and equipment capitalized during construction. Subsequent expenditure on an item of property, plant
and equipment is capitalized at cost only when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are expensed as
incurred. Gains and losses on disposal or retirement of items of property, plant and equipment are determined by
comparing the proceeds received with the carrying amounts and are included in the consolidated income statements. The
asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each
financial year end.
3.20  Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the company. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• fixed payments, including in-substance fixed payments, less any lease incentives received;
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable to the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest
rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset
and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is
recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of the lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised. The company applies judgement in evaluating whether it is reasonably
certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal.
The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for
fixed periods but may have extension or termination options.
Company as a lessor
When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating
lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. The company recognizes lease payments received under operating leases as
income on a straight-line basis over the lease terms in the Income Statement.
3.21  Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition. Expenditure on acquired technology rights, patents,
trademarks and licenses are capitalized as intangible assets when it is probable that future economic benefits will flow to
the Company and the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and any accumulated impairment losses.
Through business combinations, the Company may acquire a variety of intangible assets which either will be or are
amortized based on the nature and use of the assets. Amortization expense related to developed technology and patent
and license rights acquired in a business combination is included in cost of sales. Amortization of trademarks and customer
base acquired in a business combination is recorded in sales and marketing expense. For intangible assets not acquired in
business combinations, amortization expense is recorded within cost of sales, research and development, or sales and
marketing line items based on the nature and use of the asset.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the income statement in the expense category consistent with the function of the intangible asset.
Developed technology, patents and license rights, computer software, development costs and other intellectual properties
are amortized on a straight-line basis over their estimated useful lives as follows:
Developed technology, patents and license rights
5-15 years
Computer software
3-20 years
Development costs
3-5 years
Other intellectual properties
5-15 years
3.22  Impairment
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for trade receivables, contract assets, and debt
investments carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation
of the original effective interest rate.
ECLs are recognized in two stages. For credit risk exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (12-month ECLs). The company considers a financial asset to be in default when the counterparty is unlikely
to pay its credit obligations to the company in full or when the financial asset is past due. For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs). When
determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the company's historical experience and informed
credit assessment and including forward-looking information, such as forecast economic conditions.
The Company assesses the allowance for doubtful accounts by applying the IFRS 9 simplified approach to measuring
expected credit losses (ECLs), which uses the lifetime ECL allowance. To measure the ECLs on trade receivables, the
Company considers any credit-risk concentration, collective debt risk based on historical losses, specific circumstances
considering the market information on a country specific basis, and other forward looking information. Trade receivables
are written off when there is no reasonable expectation of recovery of the asset (for example, because of bankruptcy).
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or the Company's assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
Impairment losses are recognized in the income statement in those expense categories consistent with the function of the
impaired asset, except for property previously revalued where the revaluation was taken to other comprehensive income. In
this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the
asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Goodwill
Goodwill is subject to impairment tests annually, as of October 1, or earlier if indicators of potential impairment exist. We
assess goodwill for impairment at least annually in the absence of an indicator of possible impairment and immediately
upon an indicator of possible impairment.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their
carrying amount an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
Intangible assets
Intangible assets with indefinite useful lives are tested for impairment annually as of October 1 either individually or at the
cash-generating unit level, as appropriate and when circumstances indicate that the carrying value may be impaired.
3.23  Provisions
Provisions are recognized by the Company when a present legal or constructive obligation exists as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Where the effect of the time value of money is material, the
amount of a provision is the present value of the expenditures expected to be required to settle the obligation. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost.
The Company provides warranties on products against defects in materials and workmanship for a period of one year. A
provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product
warranty obligations are included in other current liabilities in the balance sheet. Additionally, we typically provide limited
warranties with respect to our services. Refer to Note 14 "Provisions" for changes in the carrying amount of the warranty
provision for 2024.
Acquisition related provisions are costs recognized separately from the purchase price of a business combination. These
costs primarily relate to personnel and consulting costs to effect the business combination and subsequent integration. Refer
to Note 14 "Provisions" for changes in the carrying amount of the acquisition related provision for 2024.
3.24  Reportable Segment
We determined that we operate as one reportable segment. Our chief operating decision maker (CODM) makes decisions
based on the Company as a whole. In addition, we have a common basis of organization and types of products and
services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one cash-
generating unit.
3.25  Statement of Cash Flows
The statement of cash flows provides an explanation of the changes in cash and cash equivalents. It is prepared on the
basis of a comparison of the balance sheet as of January 1 and December 31 using the indirect method. Investing and
financing transactions that do not require the use of cash or cash equivalents have been excluded from the cash flow
statement.
Significant Accounting Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next year are described below.
Purchase Price Allocation
The purchase price allocation for acquisitions requires extensive use of accounting estimates and judgments to allocate the
purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development,
and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part
of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date with subsequent
changes to the fair value being recognized in earnings. Additionally, we must determine whether an acquired entity is
considered to be a business or a set of net assets, because a portion of the purchase price can only be allocated to
goodwill in a business combination.
We have made several acquisitions in recent years. The purchase prices for the acquisitions were allocated to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. We
engaged an independent third-party valuation firm to assist us in determining the estimated fair values of in-process
research and development and identifiable intangible assets. Such a valuation requires significant estimates and
assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects,
projecting regulatory approvals, estimating future cash flows, and developing appropriate discount rates. We believe the
estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable
assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable
allocation period, which is up to one year from the acquisition dates, if additional information becomes available.
Fair Value Measurements
We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the
valuation techniques, in a three-level fair value hierarchy: Level 1 - using quoted prices in active markets for identical assets
or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 – using unobservable inputs. We
primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and
minimize our use of unobservable inputs. We utilize the mid-point price between bid and ask prices for valuing the
majority of our assets and liabilities measured and reported at fair value. In addition to using market data, we make
assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the
valuation technique.
Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-
standard models that consider various inputs, including time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are
observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are
supported by observable prices at which transactions are executed in the marketplace.
Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future
events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value
as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period.
The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about
the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates
and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment
is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual
events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial
condition or results of operations could be affected in the period of any change.
For other fair value measurements, we generally use an income approach to measure fair value when there is not a market
observable price for an identical or similar asset or liability. This approach utilizes management’s best assumptions
regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted
discount rate.
Impairment of Goodwill and Intangible Assets
Assets are tested or reviewed for impairment in accordance with the accounting policy stated under Note 3.22
"Impairment."
In the fourth quarter of 2024, we performed our annual impairment assessment of goodwill (using data as of October 1,
2024). We performed our goodwill impairment testing on a single cash-generating unit basis which is consistent with our
reporting structure. In testing for potential impairment, we measured the estimated fair value of the cash-generating unit
based upon discounted future operating cash flows using a discount rate reflecting our estimated average cost of funds.
Differences in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal five-year projections. Our
projections were based on recent sales data for existing products, planned timing of new product launches, and customer
commitments related to new and existing products. We performed a series of sensitivity analyses on our calculation by
varying key inputs individually including a decrease in projected future cash flows and growth rates and an increase in the
weighted average cost of capital to a +/-10% threshold and found no material impact on the value of goodwill. We
concluded that no impairment existed at October 1, 2024 or through December 31, 2024.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our
estimates.
Development Costs
Development costs are capitalized in accordance with the accounting policy stated under research and development in
Note 3.6 "Operating Expenses" above. Assessing whether the development costs qualify for capitalization requires
management to make assumptions regarding the expected future cash generation of the assets, discount rates to be
applied and the expected period of benefits. Periodically, and at least annually, management assesses whether there are
indications that projects may be impaired and if impairment indicators exist, management reviews the carrying amount of
the projects and performs a test for impairment.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions that require estimates to be made based on
interpretations of laws or regulations. Various internal and external factors, such as changes in tax laws, regulations and
rates, changing interpretations of existing tax laws or regulations, future level of research and development spending and
changes in overall levels of pre-tax income may have favorable or unfavorable effects on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognized in accordance with the accounting policy stated in Note 3.11 "Taxation." Deferred tax
assets are recognized for net operating loss carry-forwards to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits.
Share-Based Payments - Stock Options
The Company utilizes the Black-Scholes-Merton valuation model for estimating the fair value of its stock options as stated
under Note 22 "Share-Based Payments." Option valuation models, including Black-Scholes-Merton, require the input of
highly subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an
award.
Share-Based Payments - Restricted Stock Units and Performance Stock Units
Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair
market value is determined based on the number of stock units granted and the fair market value of our shares on the grant
date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense
over the vesting period. We grant performance-based stock units subject to performance periods of one-year up to three
years. Thus the estimates of performance achieved during the performance period may be subject to significant changes
from period to period as the performance is completed.
4. Revenue
Nature of Goods and Services
Our revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from
consumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology
sales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that
reflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into
contracts that can include various combinations of products and services, which are generally distinct and accounted for as
separate performance obligations. The transaction price is allocated to performance obligations based on their relative
stand-alone selling prices.
We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything
beyond ensuring that the product is functioning as intended. Based on the guidance in IFRS 15, assurance-type warranties
do not represent separate performance obligations. The Company also sells separately-priced service contracts which
qualify as service-type warranties and represent separate performance obligations.
We sell our products and services both directly to customers and through distributors generally under agreements with
payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not
contain a significant financing component.
Consumable and Related Revenues
Consumable Products: In the last three years, revenue from consumable product sales has accounted for between
78-80% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a
customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single
consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we
recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment
of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so
this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive
in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.
Related Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property
and patent sales, royalties and milestone payments and, over the last three years, has accounted for between 8-10% of our
net sales.
SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract
period without taking possession of the software, is recognized over the duration of the agreement unless the terms of the
agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.
Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold
as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made
available to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a
performance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided,
generally over the life of the license. Revenues from research collaborations include payments for technology transfer and
access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are
recognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of
the royalty has been allocated has been satisfied (or partially satisfied). 
Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes
development milestone payments, which represent variable consideration, we evaluate whether the milestones are
probable of being reached and estimate the amount to be included in the transaction price using the most likely amount
method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in
the transaction price. Milestone payments that are not within our control, such as milestones which are achieved through
regulatory approvals, are considered to be constrained and excluded from the transaction price until the required
approvals are received. Revenue is recognized following the input method as this is considered to best depict the timing of
the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of
the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate
the probability of achievement of development milestones and any related constraint on a periodic basis and, if necessary,
adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis,
which would affect revenues and earnings in the period of adjustment.
Instruments
Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation
services, such as extended warranty services or product maintenance contracts and, over the last three years, has
accounted for between 11-12% of net sales. Revenue from instrumentation equipment is recognized when the customer
obtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where
applicable. Service revenue is recognized over the term of the service period as the customers benefit from the service
throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when
performed.
Contract Estimates
The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii)
contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We
have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with
these types of contracts.
However, we have certain companion diagnostic co-development contracts to provide research and development activities
in which our performance obligations extend over multiple years. As of December 31, 2024, we have $72.0 million of
remaining performance obligations for which the transaction price is not constrained related to these contracts which we
expect to recognize over the next 12 to 18 months.
Excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where
revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance
obligations, revenue expected to be recognized in any future year related to remaining performance obligations is not
material.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled
receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.
Contract assets as of December 31, 2024 and 2023 totaled $14.5 million and $15.0 million, respectively, and are
included in other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic
co-development contracts discussed above.
Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is
recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of
December 31, 2024 and 2023, contract liabilities totaled $88.8 million and $82.1 million, respectively, of which $70.8
million and $66.4 million, respectively, is included in other current liabilities and $18.0 million and $15.7 million,
respectively, is included in other non-current liabilities. During the years ended December 31, 2024 and 2023, we
satisfied the associated performance obligations and recognized revenue of $75.5 million and $66.8 million, respectively,
related to advance customer payments previously received.
Disaggregation of Revenue
We disaggregate our revenue based on product type and customer class as shown below for the years ended
December 31, 2024 and 2023:
(in thousands)
2024
2023
Consumables and related revenues
$1,005,982
$951,366
Instruments
72,583
84,111
Molecular Diagnostics
1,078,565
1,035,477
Consumables and related revenues
754,257
774,847
Instruments
145,392
154,987
Life Sciences
899,649
929,834
Total net sales
$1,978,214
$1,965,311
Additionally, we disaggregate our revenue based on the product categories as shown below for the years ended
December 31, 2024 and 2023:
(in thousands)
2024
2023
Sample technologies
$642,031
$662,991
Diagnostic solutions
748,888
697,630
PCR / Nucleic acid amplification
300,468
300,204
Genomics / NGS
233,608
238,910
Other
53,219
65,576
Total net sales
$1,978,214
$1,965,311
Refer to Note 21 "Reportable Segment" for disclosure of revenue by geographic region.
5. Acquisitions
We undertake acquisitions to complement our own internal product development activities. Our acquisitions have
historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations
of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force,
business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;
use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of
duplicative facilities, functions and staffing. For acquisitions which have been accounted for as business combinations, the
acquired companies' results have been included in the accompanying consolidated income statements from their respective
dates of acquisition.
2023 Business Combination
On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing
(NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held
company founded in 2017 and based in San Diego, California, supports the global human identification community with
NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of
cash acquired was $149.5 million. The acquisition is not significant to the overall consolidated financial statements. At the
acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our
consolidated results of operations include the operating results from the acquired company from the acquisition date. The
acquisition did not have a material impact to net sales, net income or earnings per common share and therefore no pro
forma information has been provided herein.
6. Exit Costs and Impairments
As part of our restructuring activities, we incur expenses that qualify constructive obligations under IAS 37 arising from a
restructuring program including severance and employee costs as well as contract and other costs, primarily contract
termination costs, as well as inventory write-offs and other implementation costs primarily related to consulting fees.
Personnel related costs primarily relate to cash severance and other termination benefits. We also incur expenses that are
an integral component of, and are directly attributable to, our restructuring activities which do not qualify as constructive
obligation under IAS 37, which consist of asset-related costs such as intangible asset impairments and other asset related
write-offs.
Termination benefits are recorded when it is probable that employees will be entitled to benefits and the amounts can be
reasonably estimated. Estimates of the termination benefits are based on the frequency of past termination benefits, the
similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits. Other
benefits which require future service and are associated to non-recurring benefits are recognized ratably over the future
service period. Other assets, including inventory, are impaired or written-off if the carrying value exceeds the fair value. All
other costs are recognized as incurred.
2024 Efficiency Program
In 2024, we commenced initiatives that aim to improve the overall efficiency and profitability of the company. In June
2024, the Supervisory Board approved the program including the decision to discontinue our NeuMoDx clinical PCR
system considering the market development following the COVID-19 pandemic and changing customer needs for
integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts on
developing and commercializing other innovative solutions within our portfolio. The approved program includes activities
to improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and
automation for improved resource allocation and profitable growth. The costs for the 2024 program largely included non-
cash charges for impairment of long-lived assets and, to a lesser extent, cash-settled charges for employee-related costs and
facility exit and other costs, including contract termination costs.
A summary of the liability, which is recorded in other current liabilities in the accompanying consolidated balance sheet, as
of December 31, 2024 is as follows:
(in thousands)
Employee-related
costs
Exit and
other costs
Total
Costs incurred
$17,374
$60,287
$77,661
Cash payments
(7,949)
(27,838)
(35,787)
Non-cash settlements
—
(6,423)
(6,423)
Foreign currency translation adjustment
(421)
454
33
Liability at December 31, 2024
$9,004
$26,480
$35,484
Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily
terminated and retention bonuses incurred during transition periods. Exit and other costs primarily consist of supplier
contract termination costs, project consulting fees and other professional service fees to support the program.
Non-cash charges
Following the decision to discontinue the NeuMoDx system, the intangible assets were reviewed and determined to have
no alternative use and were fully impaired. Intangible asset impairments include the impairment computer software and
developed technology related to the discontinued NeuMoDx system, the termination of licenses which were used
exclusively in connection with this system and in-process research and development acquired from NeuMoDx in 2020.
As a result of an impairment test to property, plant and equipment, long-lived assets were fully impaired following the
decision to discontinue the NeuMoDx system and close the Ann Arbor, Michigan facility. The impairment test considered
the estimated future cash flows of the NeuMoDx asset group, the lack of alternative use for the long-lived assets and no
value recoverable in a market disposal. As a result, impairments were recorded for assets under construction and
machinery and equipment.
We conducted an impairment review of inventory and other assets. Certain NeuMoDx related inventory was written-off
following the decision to discontinue, and the inventory charges were recorded in cost of sales. Other asset write-downs
included the right-of-use assets related to the facility closure and allowances against accounts receivable to reflect the
expected impact of non-payment of the outstanding receivables related to the NeuMoDx business.
The following is a summary of all charges related to the 2024 program recorded in the consolidated statement of income
for the year ended December 31, 2024.
Classification and Type of Charge
(in thousands)
For the year ended
December 31,
2024
Cost of sales:
Exit costs, including contract termination costs
$43,355
Employee-related costs
8,204
Intangible asset impairments
134,567
Inventories
93,473
Property, plant and equipment impairments
15,459
Total costs in cost of sales
$295,058
Restructuring, acquisition, integration and other, net:
Exit costs
$16,932
Employee-related costs
9,170
Property, plant and equipment impairments
30,236
Other asset write-downs
4,569
Intangible asset impairments
17,651
Total costs in restructuring, acquisition, integration and other, net
$78,558
Total costs
$373,616
We anticipate total program costs of approximately $400.0 million upon the completion of the program in 2025, with
$15.0 million to $20.0 million of additional costs to be incurred in 2025 primarily for employee-related and other exit
costs.
2022 Restructuring
During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business
and realign certain management positions and personnel in order to improve the overall management structure.
The below table shows the pre-tax restructuring charges recorded in 2023 in the accompanying consolidated statement of
income. No charges were incurred in 2024 related to this program.
(in thousands)
2023
Cost of sales
$—
Restructuring, acquisition, integration and other, net
6,095
Total restructuring charges
$6,095
A summary of the restructuring liability, which is recorded in other current liabilities in the accompanying consolidated
balance sheets, as of December 31, 2024 and 2023 is as follows:
(in thousands)
Employee-related
costs
Exit and
other costs
Total
Liability at December 31, 2022
$4,145
$494
$4,639
Cost incurred in 2023
6,604
160
6,764
Release of accruals
(662)
(7)
(669)
Cash payments
(3,667)
(500)
(4,167)
Foreign currency translation adjustment
137
—
137
Liability at December 31, 2023
$6,557
$147
$6,704
Cost incurred in 2024
853
—
853
Release of accruals
(941)
(52)
(993)
Cash payments
(5,898)
(94)
(5,992)
Foreign currency translation adjustment
(263)
(1)
(264)
Liability at December 31, 2024
$308
$—
$308
No further charges related to this program are expected to be incurred in 2025.
7. Financial Assets
(in thousands)
2024
2023
Current financial assets:
Unquoted debt securities
$489,437
$389,698
Total current financial assets
489,437
389,698
Non-current financial assets:
Unquoted equity securities
4,283
4,435
Total non-current financial assets
4,283
4,435
Total financial assets
$493,720
$394,133
At December 31, 2024 and 2023 , we held unquoted debt securities of $489.4 million and $389.7 million , respectively.
Unquoted Debt Securities
The unquoted debt securities are highly liquid deposits and fixed-income securities consisting of money market deposits and
commercial paper due from financial and nonfinancial institutions. These instruments are classified as current assets in the
accompanying balance sheet as they have an original maturity of less than one year.
Money market deposits are interest-bearing deposit accounts, valued at amortized cost with interest income accrued as
earned. Interest income is determined using the effective interest rate method.
Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized cost. Interest
income is calculated and accrued using the effective interest method.
(in thousands)
2024
2023
Balance at beginning of the year
$389,698
$607,997
Unquoted debt securities acquired
685,915
839,399
Unquoted debt securities redeemed
(584,979)
(1,054,946)
Gain on sales of unquoted debt securities
70
—
Interest redeemed
(3,277)
(15,661)
Additions from accrued interest
4,085
11,669
Foreign currency translation adjustment
(2,075)
1,240
Balance at end of the year
$489,437
$389,698
Quoted Debt Securities
The quoted debt securities are fixed-income securities consisting of commercial paper due from financial and nonfinancial
institutions. Investments in commercial paper, a marketable debt security, are financial assets accounted for at fair value
through profit and loss and are carried at fair market value. Interest income is calculated and accrued using the effective
interest method. During 2023, our remaining quoted debt securities were redeemed.
(in thousands)
2023
Balance at beginning of the year
$79,600
Quoted debt securities acquired
137,049
Quoted debt securities redeemed
(215,605)
Interest redeemed
(4,395)
Additions from accrued interest
3,351
Balance at end of the year
$—
Unquoted Equity Securities
At December 31, 2024 and 2023, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $4.3 million and $4.4 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results.
There was no observable fair value change in these unquoted equity investments during 2024. All other changes in these
investments for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at beginning of year
$4,435
$5,329
Impairments
(250)
(4,158)
Cash investments in equity securities, net
342
491
Shares received in exchange for services performed
—
2,604
Foreign currency translation adjustments
(244)
169
Balance at end of year
$4,283
$4,435
Impairments during 2024 and 2023 were recorded to other financial results in the accompanying consolidated income
statement. In 2024, an investment value declined following an observable change in price of the underlying investment
and in 2023, there was an adverse change in an investee's solvency that indicated that the carrying value was no longer
recoverable.
We made additional investments of $0.3 million and $0.5 million in unquoted equity securities for the years ended
December 31, 2024 and 2023, respectively. Additionally, during 2023, we received shares amounting to $2.6 million as
payment for services performed.
8. Trade Accounts Receivable
We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with
respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts
receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. Notes receivable are non-interest
bearing and mostly have payment terms of up to one year.
(in thousands)
2024
2023
Trade accounts receivable
$364,187
$395,568
Notes receivable
3,317
3,605
Allowance for doubtful accounts
(18,226)
(17,296)
Total trade accounts receivable, net
$349,278
$381,877
The changes in the allowance for doubtful accounts are as follows:
(in thousands)
2024
2023
Balance at beginning of year
$17,296
$22,880
Additions charged to expense
4,204
(2,873)
Deductions from allowance (1)
(2,148)
(2,378)
Currency translation adjustments and other
(1,126)
(333)
Balance at end of year
$18,226
$17,296
(1) Write-offs for which an allowance was previously provided.
9. Other Current and Non-current Assets
Other current assets at December 31, 2024 and 2023 consist of the following:
(in thousands)
Notes
2024
2023
Income taxes receivable
(17)
$46,563
$60,639
Other receivables
31,316
38,166
Prepaid expenses
22,121
18,832
Value-added tax
17,291
19,911
Contract assets
(4)
14,525
15,039
Cash collateral
(26)
3,246
$87,666
Total other current assets
$135,062
$240,253
Other non-current assets at December 31, 2024 and 2023 consist of the following:
(in thousands)
2024
2023
Other non-current assets
$27,546
$21,539
Prepaid licenses and royalties
6,421
7,797
Non-current deposits and escrow payments
1,383
3,852
Prepayment of intangibles
72
121
Total other non-current assets
$35,422
$33,309
10. Property, Plant and Equipment
Cost
(in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2023
$342,494
$300,793
$91,166
$46,032
$71,276
$851,761
Currency adjustments
7,370
4,486
2,072
981
1,726
16,635
Additions
52
24,710
5,871
2,745
37,757
71,135
Business combinations
—
547
—
—
—
547
Disposals
(256)
(39,047)
(10,603)
(926)
(1,891)
(52,723)
Transfers
8,415
24,760
3,552
2,395
(39,122)
—
December 31, 2023
358,075
316,249
92,058
51,227
69,746
887,355
Currency adjustments
(13,211)
(21,127)
(5,057)
(1,612)
(3,008)
(44,015)
Additions
49
21,746
6,210
225
48,286
76,516
Disposals
(1,803)
(44,964)
(19,277)
(5,113)
(15,584)
(86,741)
Transfers
9,664
14,019
4,304
8,900
(36,887)
—
December 31, 2024
$352,774
$285,923
$78,238
$53,627
$62,553
$833,115
Accumulated depreciation
(in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2023
($105,730)
($181,931)
($56,367)
($15,151)
$—
($359,179)
Currency adjustments
(2,138)
(1,942)
(1,399)
(99)
—
(5,578)
Depreciation
(6,562)
(26,700)
(11,913)
(5,088)
—
(50,263)
Disposals
256
36,712
10,457
924
—
48,349
December 31, 2023
(114,174)
(173,861)
(59,222)
(19,414)
—
(366,671)
Currency adjustments
4,156
15,403
3,856
817
7
24,239
Depreciation
(6,643)
(32,627)
(10,465)
(5,865)
—
(55,600)
Impairment losses
(1,017)
(20,753)
(6,627)
(2,555)
(14,742)
(45,694)
Disposals
1,803
44,286
19,191
5,113
14,735
85,128
December 31, 2024
(115,875)
(167,552)
(53,267)
(21,904)
—
(358,598)
Net book value
(in thousands)
 
 
 
 
 
 
December 31, 2023
$243,901
$142,388
$32,836
$31,813
$69,746
$520,684
December 31, 2024
$236,899
$118,371
$24,971
$31,723
$62,553
$474,517
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate.
Impairments of $45.7 million during 2024 we incurred impairments in connection with the program discussed in Note 6
"Exit Costs and Impairments." No property, plant and equipment was pledged as security against non-current financial
debts at December 31, 2024 and 2023.
Construction in progress primarily includes amounts related to projects to expand production lines and increase the
capacity of manufacturing as well as ongoing software development projects. For the years ended December 31, 2024,
and 2023, interest capitalized in connection with these projects totaled $2.6 million and $1.2 million, respectively.
Additions to purchases property, plant and equipment of $76.5 million includes $47.6 million of cash paid for additions
during the year ended December 31, 2024 together with $28.9 million of additions that were accrued as of
December 31, 2024. Net cash paid for property, plant and equipment totaled $68.0 million, of which $15.3 million is
related current year payments for assets that were accrued as of December 31, 2023 partially offset by $5.1 million on
foreign currency translation adjustments.
11. Equity Accounted Investments
We have made strategic investments in certain companies that are accounted for using the equity method of accounting.
The method of accounting for an investment depends on the level of influence. We hold investments in entities where,
though we lack a controlling financial interest, we do have rights to direct the relevant activities including the power to
appoint key management personnel, and therefore have concluded that we have significant influence over these
investments. We monitor changes in circumstances that may require a reassessment of the level of influence. We
periodically review the carrying value of these investments for impairment, considering factors such as the most recent stock
transactions and book values from the recent financial statements. Amounts from equity method investments considered in
the financial statements are as follows:
(in thousands)
Equity investments as of December 31,
Share of income (loss)
for the years ended December 31,
Ownership
percentage
2024
2023
2024
2023
TVM Life Sciences Ventures III
3.10%
$11,807
$7,198
$1,916
$947
PreAnalytiX GmbH
50.00%
3,965
3,422
4,344
4,977
Suzhou Fuda Business Management and Consulting Partnership
33.67%
2,469
2,581
(44)
49
Apis Assay Technologies Ltd
19.90%
—
2,408
(433)
(1,694)
Actome GmbH
12.50%
—
586
(163)
(216)
Hombrechtikon Systems Engineering AG
19.00%
(193)
(275)
100
100
$18,048
$15,920
$5,720
$4,163
Of the net $18.0 million of amounts from equity method investments, the investment assets of $18.2 million are included in
equity accounted investments and the amount of $0.2 million, for the investment where we are committed to fund losses, is
included in other non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2024.
During 2024, impairment charges totaling $2.4 million were recorded in other financial results in the accompanying
consolidated income statement. The investments in Apis Assay Technologies Ltd and Actome GmbH were fully impaired
due to adverse changes in the investees' solvency indicating that the carrying value was no longer recoverable.
Our share of income of $5.7 million in 2024 and $4.2 million in 2023 is included in gain from equity accounted
investments in the accompanying consolidated income statements.
TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity
method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net
asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2024 and
2023, we made cash payments to TVM of $2.7 million and $2.4 million, respectively. As of December 31, 2024, our
remaining unfunded commitments to TVM was $4.1 million through 2029. We do not have the right to redeem these funds
under the normal course of operations of this partnership.
During the years ended December 31, 2024 and 2023, we received dividends of $3.6 million and $9.1 million,
respectively, from PreAnalytix GmbH. These dividends are return on investments and therefore classified as cash flows from
operating activities and included in other items, net including fair value changes in derivatives in the accompanying
consolidated statements of cash flows.
The below tables shows the changes in our equity method investments for the years ended December 31, 2024 and 2023:
(in thousands)
2024
2023
Balance at beginning of year
$15,920
$17,906
Purchases of investments
2,693
2,379
Impairment
(2,380)
—
Dividend distribution received
(3,628)
(9,097)
Share of profit
5,720
4,163
Exchange rate differences / other
(277)
569
Balance at end of year
$18,048
$15,920
The table below reflects the financial information (at 100%) of all individually immaterial equity method investments in the
aggregate: None of the equity method investments are considered to be individually material to our financial statements.
(in millions)
Joint Venture
Associates
2024
 
2023
2024
2023
Total assets
$32.9
$33.8
$365.8
$263.4
Shareholders' equity
$26.3
$24.9
$347.5
$251.1
Net sales
$30.6
$30.0
$22.4
$21.9
Net result
$11.6
$18.8
($19.6)
($8.6)
12. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at beginning of year
$2,503,038
$2,380,162
Goodwill acquired during the year
—
95,136
Purchase adjustments
—
(4,350)
Currency adjustments
(49,189)
32,090
Balance at end of year
$2,453,849
$2,503,038
During 2024 , the change in goodwill due to foreign currency translation adjustments resulted from changes in the
exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2023 resulted from the
January 2023 acquisition of Verogen, Inc. and foreign currency translation adjustments from rate movements in the euro,
Swiss franc and British pound.
In the fourth quarter of 2024, we performed our annual impairment assessment of goodwill (using data as of October 1,
2024) in accordance with the provisions of IAS 36. No events or changes in circumstances indicated that the acquired
goodwill might be impaired.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit. In testing for potential impairment, we measured the estimated
fair value of the cash-generating unit based upon discounted future operating cash flows using a discount rate reflecting
our estimated average cost of funds.
For impairment testing, the recoverable amount of goodwill allocated to the cash-generating unit (higher of the cash-
generating unit's fair value less selling costs and its value in use) is compared to the carrying amount of the net assets
employed (including goodwill) of the cash-generating unit. Value in use is normally assumed to be higher than the fair
value less selling costs; therefore, fair value less selling costs is only investigated when value in use is lower than the
carrying amount of the cash-generating unit.
Key assumptions used in the value in use calculations
The value in use is calculated based on estimated future cash flow projections expected to result from the use of the cash-
generating unit, discounted using an appropriate long-term pre-tax discount rate. The value in use calculations use cash
flow projections based on financial budgets and models over the projection period (five years) as available for internal
reporting purposes and in accordance with standard valuation practices. The growth rates used are based on industry
growth forecasts for the projected period as well as for the subsequent period (long-term growth rate of 3% in 2024 and
2023). The discount rates used are based on the pre-tax weighted average cost of capital (8.1% in 2024 and 8.2% in
2023) and are verified against external analyst reports.
Sensitivity to changes in assumptions
Changes in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal budgets. Our budgets
were based on recent sales data for existing products, planned timing of new product launches and customer commitments
related to new and existing products. The calculation of value in use is most sensitive to the discount rates and growth rates
used.
Discount rates reflect management's estimate of the risks profile for the respective valuation object. The growth rates used
are based on industry growth forecasts for the projected period as well as for the subsequent period.
We concluded that no impairment existed. We believe that any reasonably possible change in the key assumptions would
not have an impact on reported goodwill. Even if our estimates of projected future cash flows in respect of discount and
growth rates were too high by 10%, there would be no impact on the reported value of goodwill at December 31, 2024.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty and, as additional information becomes known, we may change our
estimates.
Other Intangible Assets
Cost
(in thousands)
Developed
technology, patent
and license rights
Computer software
Development costs
Other intellectual
properties
Total
January 1, 2023
$983,782
$321,196
$49,623
$288,705
$1,643,306
Currency adjustments
15,283
9,072
1,667
5,862
31,884
Additions
11,034
108,312
6,605
43
125,994
Business combinations
57,200
—
—
800
58,000
Disposals
(65,943)
(36,722)
(255)
(21,355)
(124,275)
December 31, 2023
1,001,356
401,858
57,640
274,055
1,734,909
Currency adjustments
(23,714)
(19,549)
(2,584)
(7,837)
(53,684)
Additions
3,455
99,136
10,181
41
112,813
Disposals
(171,472)
(43,005)
—
(24,007)
(238,484)
Impairment losses (1)
—
—
—
(55,000)
(55,000)
Transfers
6,365
—
—
(6,365)
—
December 31, 2024
$815,990
$438,440
$65,237
$180,887
$1,500,554
(1) Impairment of in-process research and development in connection with the discontinuation of NeuMoDx as further discussed in Note 6 "Exit Costs and Impairments."
Accumulated amortization
(in thousands)
Developed
technology, patent
and license rights
Computer software
Development costs
Other intellectual
properties
Total
January 1, 2023
($548,033)
($150,467)
($16,500)
($179,658)
($894,658)
Currency adjustments
(10,223)
(4,393)
(674)
(4,218)
(19,508)
Amortization
(82,839)
(35,351)
(5,383)
(10,916)
(134,489)
Disposals
65,943
33,074
—
21,355
120,372
December 31, 2023
(575,152)
(157,137)
(22,557)
(173,437)
(928,283)
Currency adjustments
18,651
8,259
1,159
6,540
34,609
Amortization
(74,861)
(35,927)
(6,008)
(10,008)
(126,804)
Impairment losses
(80,274)
(16,944)
—
—
(97,218)
Disposals
171,472
42,915
—
24,007
238,394
December 31, 2024
($540,164)
($158,834)
($27,406)
($152,898)
($879,302)
Net book value
(in thousands)
December 31, 2023
$426,204
$244,721
$35,083
$100,618
$806,626
December 31, 2024
$275,826
$279,606
$37,831
$27,989
$621,252
In 2024 and 2023, fully amortized intangible assets with a gross carrying amount of $134.2 million and $113.9 million,
respectively, were retired.
During 2024, $6.4 million of in-process research and development was completed and transferred to developed
technology to be amortized over the estimated useful life of the asset and $55.0 million of in-process research and
development was impaired in connection with the discontinuation of NeuMoDx, further discussed in Note 6 "Exit Costs and
Impairments."
In 2024, $97.2 million of amortized intangible assets were also impaired in connection with the discontinuation of
NeuMoDx, further discussed in Note 6 "Exit Costs and Impairments."
Amortization expense on intangible assets is included in the line items cost of sales, research and development expense,
sales and marketing expense or general and administrative expense in the accompanying consolidated income statements
depending on the nature and use of the asset. In 2024, purchased intangibles amortization related to developed
technology and patent and license rights acquired in a business combination is included in cost of sales in the amount of
$58.5 million (2023: $64.2 million) and purchased intangibles amortization of trademarks and customer base acquired in
a business combination is recorded in sales and marketing expense in the amount of $9.6 million (2023: $10.8 million).
Amortization of capitalized development costs have been recorded to cost of sales in the amount of $6.0 million in 2024
(2023: $5.4 million).
Cash paid for intangible assets excluding development costs during the year ended December 31, 2024 totaled $103.2
million of which $102.6 million is related to current year cash payments for intangible assets, $0.4 million is related to
current year payments for assets that were accrued as of December 31, 2023 and $0.2 million is for prepayments
recorded in other non-current assets in the accompanying balance sheet.
Cash paid for intangible assets excluding development costs during the year ended December 31, 2023 totaled
$121.4 million which includes $119.1 million of cash paid for current year additions and $2.3 million of payments for
assets that were accrued as of December 31, 2022.
13. Leases
Nature of Existing Leases
We have leases primarily for real estate. The leases generally have terms which range from one to 20 years, some include
options to extend or renew, and some include options to early terminate the leases. As of December 31, 2024 and 2023,
options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.
Leases can contain variable lease charges based on index like consumer prices or rates. During the years ended
December 31, 2024 and 2023 , amounts recorded as variable lease payments not included in the lease liabilities were not
material.
When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in
determining the present value of lease payments.
Supplemental balance sheet and other information related to leases as of December 31 are as follows:
(in thousands,
except lease term and discount rate)
Location in balance sheet
2024
2023
Right-of-use assets
Right-of-use assets
$113,416
$102,919
Office and buildings
$99,996
$89,122
Cars and all other assets
$13,420
$13,797
Current lease liabilities
Other current liabilities
$24,335
$22,268
Non-current lease liabilities
Other non-current liabilities
$96,658
$79,063
Weighted average remaining lease term
7.38 years
6.80 years
Weighted average discount rate
3.31%
2.85%
The components of lease expense for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Amortization of right-of-use assets
$27,761
$26,592
Office and buildings
20,831
20,231
Cars and all other assets
6,930
6,361
Interest on lease liabilities
($3,414)
($2,521)
Supplemental cash flow information related to leases for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from principal portion of lease payments
$23,892
$26,779
Operating cash flows from interest portion of lease payments
3,414
2,521
Total cash outflow for leases
$27,306
$29,300
Maturities of lease liabilities as of December 31 were as follows:
Year ending December 31,
(in thousands)
Lease Liabilities
2025
$27,056
2026
23,052
2027
19,156
2028
14,535
2029
9,216
Thereafter
42,327
Total lease payments
135,342
Less: Imputed interest
(14,349)
Total
$120,993
As of December 31, 2024, we had entered into a lease agreement for a research and development and manufacturing
facility that commences in 2025. The lease involves future undiscounted lease payments totaling $31.4 million over
21 years.
14. Provisions
As of December 31, 2024 and 2023 , provisions per the accompanying consolidated balance sheets totaled $3.7 million
and $5.2 million, respectively, and included amounts related to our warranty and acquisition related provisions. For all
provisions, it is expected that the respective amounts will be utilized in the next year.
Warranty Provision
In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will
conform to published specifications. Generally, the applicable product warranty period is one year from the date of
delivery of the product to the customer or the date of site acceptance, if required. Additionally, we typically provide limited
warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. At the time
product revenue is recognized, a provision for estimated future warranty costs is recorded in cost of sales based on
historical experience. We periodically review the provision and adjust, if necessary, based on actual experience and
estimated costs to be incurred. We believe our warranty reserves as of December 31, 2024 and 2023 appropriately
reflect the estimated cost of such warranty obligations. The changes in the carrying amount of warranty obligations for the
years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at beginning of year
$3,944
$4,899
Provision charged to cost of sales
2,675
3,947
Usage
(2,643)
(3,451)
Adjustments to previously provided warranties, net
(1,016)
(1,501)
Currency translation adjustment
(150)
50
Balance at end of year
$2,810
$3,944
Acquisition Related Provisions
The provision for acquisition relates to restructuring programs and similar arrangements for personnel and related expected
costs. These provisions generally have a term of one to two years.
(in thousands)
2024
2023
Balance at beginning of year
$1,302
$1,068
Provision charged to expenses
1,951
3,689
Usage
(2,358)
(3,455)
Currency translation adjustment and other
(3)
—
Balance at end of year
$892
$1,302
15. Other Current and Non-current Liabilities
Other current liabilities at December 31, 2024 and 2023 consist of the following:
(in thousands)
Notes
2024
2023
Payroll and related accrued liabilities
$85,579
$81,377
Deferred revenue
(4)
70,827
66,432
Other liabilities
66,139
56,720
Accrued expenses
51,673
70,007
Income tax payable
(17)
24,946
12,475
Current lease liabilities
(13)
24,335
22,268
Accrued contingent consideration and milestone payments
(25)
20,650
18,359
Cash collateral liability
(26)
16,790
5,440
Accrued interest on non-current financial debt
(16)
10,554
8,518
Accrued royalties
(20)
5,098
9,699
Total other current liabilities
$376,591
$351,295
Other non-current liabilities at December 31, 2024 and 2023 consist of the following:
(in thousands)
Notes
2024
2023
Non-current lease liabilities
(13)
$96,658
$79,063
Accrued expenses
86,464
85,830
Deferred revenue
(4)
17,971
15,676
Non-current employee benefit obligations
16,760
14,029
Other non-current liabilities
$217,853
$194,598
16. Financial Debts
At December 31, 2024 and 2023 , total non-current financial debts, net of debt issuance costs of $7.9 million and
$4.0 million , respectively, consist of the following:
(in thousands)
2024
2023
1.000% Senior Unsecured Cash Convertible Notes due 2024
$—
$483,019
0.000% Senior Unsecured Convertible Notes due 2027
444,351
443,818
2.500% Senior Unsecured Convertible Notes due 2031
494,421
—
German Private Placement (2017 Schuldschein)
15,050
120,956
German Private Placement (2022 Schuldschein)
383,675
407,950
Total financial debts
1,337,497
1,455,743
Less: Current portion of financial debts
53,481
587,970
Total non-current financial debts
$1,284,016
$867,773
Total amount secured
$—
$—
Unused lines of credit for short-term financing
$429,066
$456,365
The notes are all unsecured obligations that rank pari passu. Interest expense on non-current debt was $42.6 million and
$52.4 million for the years ended December 31, 2024 and 2023, respectively. Refer to Note 27 "Capital Management"
for a schedule of the changes in total current and non-current financial debts during 2024.
Repayments of non-current debts for the years ended December 31, 2024 and 2023 consisted of:
(in thousands)
2024
2023
German Private Placement (2017 Schuldschein)
$101,536
$—
1.000% Senior Unsecured Cash Convertible Notes due 2024
500,000
—
0.500% Senior Unsecured Cash Convertible Notes due 2023
—
400,000
Total repayment of non-current debt
$601,536
$400,000
The principal amount, carrying amount and fair values of non-current debt instruments as of December 31, 2024 and
2023 are summarized below.
2024
(in thousands)
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Fair value
Amount
Leveling
Convertible Notes due 2027(1)
$445,949
($1,598)
$444,351
$475,835
Level 1
Convertible Notes due 2031
500,000
(5,579)
494,421
511,150
Level 1
German Private Placement (2017 Schuldschein)
15,069
(19)
15,050
14,560
Level 2
German Private Placement (2022 Schuldschein)
384,393
(718)
383,675
380,180
Level 2
$1,345,411
($7,914)
$1,337,497
$1,381,725
2023
(in thousands)
Principal
amount
Unamortized debt
discount and
issuance costs
Carrying
amount
Fair Value
Amount
Leveling
Cash Convertible Notes due 2024
$500,000
($16,981)
$483,019
$513,500
Level 1
Convertible Notes due 2027(1)
445,949
(2,131)
443,818
453,185
Level 1
German Private Placement (2017 Schuldschein)
121,009
(53)
120,956
118,978
Level 2
German Private Placement (2022 Schuldschein)
408,846
(896)
407,950
401,684
Level 2
$1,475,804
($20,061)
$1,455,743
$1,487,347
(1) The initial fair value liability of the embedded conversion options for the 2027 Notes was $54.1 million which simultaneously reduced the carrying
value of the Convertible Notes as discussed further below.
Future maturities of non-current debt stated at the carrying values as of December 31, 2024 and future interest as of
December 31, 2024 are as follows:
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2025
$53,481
$65,029
$12,361
$77,390
2026
—
10,658
12,361
23,019
2027
554,329
119,218
456,712
575,930
2028
—
7,649
12,361
20,010
2029
145,189
150,586
12,361
162,947
Thereafter
584,498
104,064
515,331
619,395
$1,337,497
$457,204
$1,021,487
$1,478,691
Future maturities of non-current debt stated at the carrying values as of December 31, 2023 and future interest as of
December 31, 2023 are as follows:
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2024
$587,970
$121,912
$487,352
$609,264
2025
56,836
71,511
—
71,511
2026
—
13,336
—
13,336
2027
560,749
128,564
443,818
572,382
2028
—
9,714
—
9,714
Thereafter
250,188
272,454
—
272,454
$1,455,743
$617,491
$931,170
$1,548,661
Interest expense for the years ended December 31, 2024 and 2023 related to the 2027 Notes and the Cash Convertible
Notes was comprised of the following:
(in thousands) 
2024
2023
Coupon interest
$8,604
$4,169
Amortization of original issuance discount
16,075
27,341
Amortization of debt issuance costs
1,690
2,328
Total interest expense related to the convertible notes
$26,369
$33,838
Convertible Notes due 2031
On September 10, 2024, we issued 2.50% convertible notes in an aggregate principal amount of $500.0 million with a
maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.50% per annum payable semi-
annually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of $5.8 million.
Debt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the
2031 Notes is 2.68%.
The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of
$64.0129 per share or 7.8 million underlying shares). Following the January 2025 synthetic share repurchase discussed
in Note 18 "Equity," the adjusted conversion rate became 3,123.9066 shares per $200,000 principal amount of notes,
which represents an adjusted conversion price per share of $64.0224. At conversion, we will settle the 2031 Notes by
repaying the principal portion in cash and any excess of the conversion value over the principal amount in common
shares.
The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or
in connection with a change of control or delisting event.
The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through
March 9, 2031:
• if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during
a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 150% of the applicable conversion price on each such trading day; or
• if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the
agreement; or
• if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,
commencing on and including the first business day following the relevant trading price notification date; or
• if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
• in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
• if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived; or
• if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which
the acquisition notice is published to the record date established in connection with the acquisition of control, established
to be no less than 40 days and no more than 60 days from acquisition notice; or
• if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the
take-over bid to the last day of the applicable legal acceptance period.
The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031
and ending on the 45th business day prior to September 10, 2031.
No contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2024.
Convertible Notes due 2027
On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million
with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of
the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.
Because the Convertible Notes contain an embedded conversion option, we have determined that the embedded
conversion option is a derivative financial instrument, which is required to be separated from the Convertible Notes and
accounted for separately as a derivative liability, with changes in fair value reported in our consolidated income statements
until the conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options
for the 2027 Notes was $54.1 million which simultaneously reduced the carrying value of the Convertible Notes. For
further discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 "Financial Risk
Factors and Use of Derivative Financial Instruments."
The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the
embedded conversion option over the remaining term of the 2027 Notes.
The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per
share, or 6.2 million underlying shares). The conversion rate was adjusted to 2,475.26 following the January 2024
synthetic share repurchase, and following the January 2025 synthetic share repurchase discussed in Note 18 "Equity," the
conversion rate was further adjusted to 2,474.89 shares per $200,000 principal amount of notes, which represents an
adjusted conversion price per share of $80.8116. At conversion, we will settle the 2027 Notes by repaying the principal
portion in cash and any excess of the conversion value over the principal amount in common shares.
The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in
connection with a change of control or delisting event (as further described in the 2027 Notes).
The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price in the following circumstances beginning after January 27, 2021 through
June 16, 2027:
• if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
• if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
• if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
• if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
• in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
• if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived.
The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business
day prior to December 17, 2027.
No contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2024 or December 31,
2023.
Cash Convertible Notes due 2023 and 2024
In November 2024, we repaid at maturity $500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been
issued on November 13, 2018 with net proceeds of $468.9 million after payment of the net cost of the Call Spread
Overlay and transaction costs.
In September 2023, we repaid at maturity $400.0 million of Cash Convertible Senior Notes (2023 Notes) that had been
issued on September 13, 2017 with net proceeds of $365.6 million after payment of the net cost of the Call Spread
Overlay and transaction costs.
Cash Convertible Notes Call Spread Overlay
Concurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call
Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We
refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options were intended to offset
any cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible
notes. The Call Options and Warrants are derivative financial instruments and are discussed further in Note 26 "Financial
Risk Factors and Use of Derivative Financial Instruments."
Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,
and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our
common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price
under the Call Options is initially equal to the conversion price of the cash convertible notes.
In connection with the repayment of the 2023 Notes, we received $36.8 million in cash upon the exercise of Call Options
in 2023. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes' embedded conversion
option. The Call Options related to the 2024 Notes expired unexercised in November 2024.
The Warrants that were issued with our cash convertible notes, could have a dilutive effect to the extent that the price of
our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver
to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the
exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised.
All Warrants related to the 2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023,
respectively, upon maturity.
German Private Placement (2017 Schuldschein)
In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches
totaling $331.1 million due in various periods through 2027. In the first half of 2021, we repaid $41.1 million for two
tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches
are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as
described in Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments." Based on the spot rate method,
the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of
December 31, 2024 totaled $1.1 million of unrealized gain and is recorded in equity. We paid $1.2 million in debt
issuance costs which are being amortized through interest expense over the lifetime of the notes.
A summary of the tranches as of December 31, 2024 is as follows:
Carrying value (in thousands)
as of December 31,
Notional amount
Interest rate
Maturity
2024
2023
€64.0 million
Fixed 1.09%
June 2024
$—
$70,704
€31.0 million
Floating EURIBOR + 0.7%
June 2024
—
34,247
€14.5 million
Fixed 1.61%
June 2027
15,050
16,005
$15,050
$120,956
German Private Placement (2022 Schuldschein)
In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued
in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of euro-
denominated tranches which have either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04%
tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating
changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net
investment hedge as described in Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments." Based on
the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment
hedge as of December 31, 2024 totaled $11.8 million of unrealized loss and is recorded in equity. We paid $1.2 million
in debt issuance costs which are being amortized through interest expense using the effective interest method over the
lifetime of the notes.
A summary of the tranches as of December 31, 2024 is as follows:
Carrying value (in thousands)
as of December 31,
Notional amount
Interest rate
Maturity
2024
2023
€51.5 million
Floating 6M EURIBOR + 0.55%
July 2025
$53,481
$56,836
€62.0 million
Fixed 2.741%
July 2027
64,323
68,388
€29.5 million
Floating 6M EURIBOR + 0.70%
July 2027
30,605
32,539
€37.0 million
Fixed 3.044%
July 2029
38,371
40,803
€103.0 million
Floating 6M EURIBOR + 0.85%
July 2029
106,818
113,586
€9.5 million
Fixed 3.386%
July 2032
9,849
10,475
€7.5 million
Floating 6M EURIBOR + 1.0%
July 2032
7,776
8,269
€70.0 million
Fixed 3.04%
August 2035
72,452
77,054
$383,675
$407,950
Revolving Credit Facility
Our credit facilities available and undrawn at December 31, 2024 total €413.0 million (approximately $429.1 million).
This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2029 and two other lines
of credit amounting to €13.0 million with no expiration date. The €400.0 million facility can be utilized in euro and bears
interest of 0.550% to 1.500% above EURIBOR, offered with interest periods of one, three or six months. The commitment
fee is calculated based on 35% of the applicable margin. Commitment fees of $0.8 million and $0.9 million were paid for
years ended December 31, 2024 and 2023, respectively. The revolving facility agreement contains certain non-financial
covenants including, but not limited to, restrictions on the encumbrance of assets. We were in compliance with these
covenants at December 31, 2024. The credit facilities are for general corporate purposes and no amounts were utilized at
December 31, 2024.
17. Income Tax
Major components of income tax expense, as presented in the income statements for the years ended December 31, 2024
and 2023 , are:
(in thousands)
2024
2023
Current income tax charge
$52,966
$72,637
Adjustment in respect of current income tax of previous years
1,275
1,196
Current income tax expense
54,241
73,833
Origination and reversal of temporary differences
(19,724)
14,915
Changes in tax rates
(250)
896
Deferred income tax expense
(19,974)
15,811
Total income tax expense
$34,267
$89,644
Deferred tax related to items charged or credited directly to equity during 2024 and 2023 shown in the statement of
comprehensive income totaled $1.0 million and $1.1 million, respectively.
The applicable statutory income tax rate in the Netherlands was 25.8% in 2024 and 2023. The principal items comprising
the differences between income taxes computed at the Netherlands statutory rate and the effective tax rate for the years
ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Amount
Percent
Amount
Percent
Income before tax
$94,078
—
$574,452
—
At Dutch statutory income tax rate of 25.8%
$24,272
25.8%
$148,209
25.8%
Taxation of foreign operations, net (1)
(27,755)
(29.5)
(32,700)
(5.7)
Pillar Two income taxes
11,452
12.2
—
—
Tax impact from non-deductible (deductible) items (2)
5,178
5.5
(30,795)
(5.4)
Prior year taxes
1,275
1.4
1,196
0.2
Changes in tax rates impacting deferred taxes
(250)
(0.3)
896
0.2
Unrecognized tax benefits
19,234
20.4
13,615
2.4
Government incentives
(3,355)
(3.6)
(4,310)
(0.8)
Share-based compensation
3,443
3.7
(1,283)
(0.2)
Other
773
0.8
(5,184)
(0.9)
Total income tax
$34,267
36.4%
$89,644
15.6%
(1) Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory
income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination
of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from
operations in Germany.
(2) During 2024 and 2023, tax expense of $11.5 million and tax benefits of $36.5 million are related to changes in fair values of warrants and the
embedded conversion option related to convertible notes due in 2023, 2024 and 2027 as discussed in Note 16 "Financial Debts" and Note 26
"Financial Risk Factors and Use of Derivative Financial Instruments."
We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the
Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the
normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the
Netherlands are potentially open back to 2012 for income tax examinations by the Netherlands taxing authority. The
German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority
commenced an examination for the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and most
state income tax examinations by taxing authorities beginning with the year ending December 31, 2021 through the
current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the
periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.
Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for
years before 2020.
Changes in the amount of unrecognized tax benefits for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at beginning of year
$95,558
$79,283
Additions based on tax positions related to the current year
9,447
9,632
Additions for tax positions of prior years
10,402
7,839
Decrease for tax position of prior years
(271)
(3,832)
Decrease related to settlements
(439)
(119)
Decrease due to lapse of statute of limitations
—
—
(Decrease) increase from currency translation
(5,770)
2,755
Balance at end of year
$108,927
$95,558
As of December 31, 2024 and 2023, our net unrecognized tax benefits totaled approximately $108.9 million and $95.6
million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is
reasonably possible that approximately $32.5 million of the unrecognized tax benefits may be released or utilized during
the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events
could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in
the financial statements, would be recorded in the income statement as part of income tax expense. Also, we have accrued
interest and penalties of $3.9 million and $3.3 million related to these uncertain tax positions at December 31, 2024 and
2023, respectively.
We have recorded net deferred tax assets of $59.2 million and $41.4 million at December 31, 2024 and 2023,
respectively. The components of the net deferred assets and liabilities at December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Change
Deferred tax assets:
Intangibles
$47,409
$30,084
$17,325
Accrued liabilities
27,746
25,375
2,371
Inventory
23,408
28,121
(4,713)
Net operating loss and credit carryforward
22,981
29,730
(6,749)
Equity awards
20,342
26,766
(6,424)
Depreciation and amortization
3,397
2,249
1,148
Convertible debt
1,215
2,173
(958)
Disallowed interest carryforwards
683
1,157
(474)
Other
8,662
7,133
1,529
Offsetting
(63,278)
(89,214)
25,936
Total deferred tax assets
92,565
63,574
28,991
Deferred tax liabilities:
Depreciation and amortization
(49,361)
(55,860)
6,499
Intangibles
(41,386)
(50,723)
9,337
Other
(5,910)
(4,757)
(1,153)
Offsetting
63,278
89,214
(25,936)
Total deferred tax liabilities
(33,379)
(22,126)
(11,253)
 
Net deferred tax assets
$59,186
$41,448
$17,738
The movements in deferred income tax assets and liabilities during 2024 and 2023 are as follows:
(in thousands)
2024
2023
Change in deferred tax recognized in income
$19,973
($15,811)
Change in deferred tax recognized in equity (1)
(2,235)
(5,396)
Change in deferred tax related to business combinations (2)
—
(669)
Change in deferred tax
$17,738
($21,876)
(1) The change in deferred tax recognized in equity represents changes in components of other comprehensive income or loss, equity awards and foreign
currency translation adjustments.
(2) The change in deferred tax related to business combinations represents the deferred tax liability on the fair value of identifiable intangible assets
acquired and the deferred tax asset on tax loss carryforwards as discussed in Note 5 "Acquisitions."
At December 31, 2024, we had $529.1 million in total net operating loss (NOL) carryforwards which included $316.0
million for Germany, $128.5 million for the U.S., $29.8 million for the U.K., $8.7 million for the Netherlands and $46.1
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$5.1 million and in other foreign jurisdictions of $38.6 million. The NOL carryforwards in Germany, the Netherlands and
the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of
the U.S. Internal Revenue Code which limits the amount that can be used each year. The NOL carryforwards in the U.S.
expire between 2025 and 2035. NOL carryforwards of $18.5 million in other foreign jurisdictions expire between 2025
and 2029 while the remainder can be carried forward indefinitely. At December 31, 2024, tax credits total $6.0 million
and expire between 2033 and 2042.
At December 31, 2023, we had $486.4 million in total net operating loss (NOL) carryforwards which included $237.3
million for Germany, $144.1 million for the U.S., $30.5 million for the U.K., $15.2 million for the Netherlands and $59.3
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$5.8 million and in other foreign jurisdictions of $47.7 million.
A deferred tax asset can only be recognized to the extent it is "more likely than not" that the assets will be realized.
Judgments around realizability depend on the availability and weight of both positive and negative evidence. In 2023, we
fully recognized $15.2 million of tax benefit NOL carryforward in the Netherlands due to current year taxable income and
expected future taxable income.
Global minimum tax (Pillar Two)
In December 2021, the Organization for Economic Co-operation and Development (OECD) Inclusive Framework released
model rules focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of the OECD
project extends beyond pure digital businesses and is likely to impact most large multinational businesses by both
redefining jurisdictional taxation rights and establishing a 15% global minimum tax (referred to as Pillar Two). The Dutch
Government adopted the Minimum Tax Act 2024 in December 2023, and the Pillar Two legislation has been applicable in
local law with effect from 2024 in the Netherlands, the EU and multiple other countries around the world. Therefore, Pillar
Two applies to QIAGEN from the financial year ending December 31, 2024 and onwards. Under this legislation,
QIAGEN is generally requires to pay top-up taxes on profits if the related Pillar Two jurisdictional effective tax rate is less
than 15%.
The current tax expense related to Pillar Two is $11.5 million, resulting in an increase of ETR by 12.2%. This amount has
been accounted for within the income taxes of the reporting period.
In the 2024 and 2023 financial statements, we have used the exemption under IAS 12 for recognizing and disclosing
information about deferred tax assets and liabilities related to Pillar Two income taxes.
18. Equity
Shares
The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million
authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01 . No
Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the
foreign exchange rates in effect when the shares are issued.
Treasury Stock
The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase
occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable
debt instruments, warrants and employee share-based remuneration plans.
2025 Synthetic Share Repurchase
In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through
a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment
involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24
and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common
shares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new
common shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per
common share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic
share buyback, $280.1 million was returned to shareholders through the transaction, which reduced the total number of
outstanding shares by 6.2 million or 2.8% to 216.1 million as of January 31, 2025.
2024 Synthetic Share Repurchase
In January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct
capital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of
amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an
increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a
corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares
whereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common
shares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common
share from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share
buyback, $292.1 million was repaid to our shareholders and the outstanding number of common shares was reduced by
6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to $0.8
million and were charged to equity during 2024.
Appropriation of Profit of 2023
The financial statements for the reporting year 2023 have been adopted by the Annual General Meeting on
June 21, 2024. The Annual General Meeting has adopted the appropriation of profit after tax as proposed by the
Managing Board.
Proposal for Profit Appropriation
The General Meeting of Shareholders will be asked to approve the following appropriation of the 2024 net income for the
period: an amount of $59.8 million to be added to retained earnings.
19. Earnings per Common Share
We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the
net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the
potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.
The following schedule summarizes the information used to compute earnings per common share for the years ended
December 31, 2024 and 2023:
(in thousands, except per share data)
2024
2023
Net income
$59,811
$484,808
Weighted average number of common shares used to compute basic earnings per common
share
222,619
228,146
Dilutive effect of stock options and restricted stock units
2,098
2,473
Weighted average number of common shares used to compute diluted
earnings per common share
224,717
230,619
Outstanding options and awards having no dilutive effect, not included in above calculation
26
1
Outstanding warrants having no dilutive effect, not included in above calculation
9,531
17,562
Basic earnings per common share
$0.27
$2.12
Diluted earnings per common share
$0.27
$2.10
For purposes of considering the 2027 Notes and the 2031 Notes, as discussed further in Note 16 "Financial Debts," in
determining diluted earnings per common share, only an excess of the conversion value over the principal amount would
have a dilutive impact using the treasury stock method. Since the 2027 Notes and the 2031 Notes were out of the money
and anti-dilutive during the period from January 1, 2023 through December 31, 2024, they were excluded from the
diluted earnings per common share calculation in 2023 and 2024.
20. Commitments and Contingencies
Licensing and Purchase Commitments
We have licensing agreements with companies, universities and individuals, some of which require certain up-front
payments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered
products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying
consolidated balance sheets include accrued royalties relating to these agreements in the amount of $5.1 million and $9.7
million at December 31, 2024 and 2023 , respectively. Royalty expense relating to these agreements amounted to $13.9
million for each year ended December 31, 2024 and 2023, respectively. Royalty expense is primarily recorded in cost of
sales, with a small portion recorded as research and development expense depending on the use of the technology under
license. Some of these agreements also have minimum raw material purchase requirements and requirements to perform
specific types of research.
At December 31, 2024, we had commitments to purchase goods or services and to make future license and royalty
payments. They are as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2025
$38,232
$1,416
2026
30,701
779
2027
12,607
801
2028
1,035
601
2029
918
506
Thereafter
—
1,771
$83,493
$5,874
Commitments calculated at December 31, 2023, the prior year, were as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2024
$37,396
$1,926
2025
35,992
1,453
2026
13,150
783
2027
11,383
766
2028
903
560
Thereafter
—
1,729
$98,824
$7,217
Contingent Consideration Commitments
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Milestone
payments totaling $20.7 million, which represent the maximum potential payment, are included in other current liabilities
in the accompanying consolidated balance sheet as of December 31, 2024. Refer to Note 25 "Fair Value Measurements"
for changes in the contingent consideration liabilities.
Employment Agreements
Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as
defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At
December 31, 2024, the commitment under these agreements totaled $9.8 million (2023: $11.5 million).
Litigation
From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2024, certain
claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against
QIAGEN N.V. or subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as through
acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation
contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict the
outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we could
incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been incurred
and the amount of probable loss can be estimated. Litigation accruals recorded in other current liabilities as of
December 31, 2024 and 2023 totaled $0.2 million and $4.8 million, respectively. As of December 31, 2024, $4.7
million was accrued in other non-current liabilities in the accompanying consolidated balance sheet.
We are not party to any material legal proceeding as of the date of this report except for the matters listed below.
Patent Litigation
ArcherDX
In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of
Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued
QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by
ArcherDX and awarded damages of $4.7 million which were accrued in 2021 and remain accrued as of December 31,
2024, are included in other non-current liabilities in the accompanying consolidated balance sheet. We filed an appeal in
August 2023 after the verdict was entered.
Bio-Rad Laboratories, Inc.
In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a
declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the
parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their
respective digital PCR technologies.
Other Litigation Matters
For all other matters, a total of $0.2 million is accrued as of December 31, 2024 in other current liabilities. The estimated
range of possible losses for these other matters as of December 31, 2024 is between zero and $4.6 million.
Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation
will not have a material adverse effect on our financial position or results of operations above the amounts accrued.
However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of
management's expectations could have a material adverse effect on our financial position, results of operations or cash
flows.
21. Reportable Segment
We operate as one reportable segment in accordance with IFRS 8 Operating Segments. As a result of our continued
restructuring and streamlining of the growing organization, our chief operating decision maker (CODM) continues to make
decisions with regards to business operations and resource allocation based on evaluations of QIAGEN as a whole.
Accordingly, we operate as one reportable segment. Summarized geographic information is shown in the tables below.
Geographical Information
Net sales are attributed to countries based on the location of the customer. Our primary manufacturing facilities are located
in Germany, China, and the United States and supply products to customers as well as QIAGEN subsidiaries in other
countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer
represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net
sales of $20.9 million and $20.3 million for the years ended 2024 and 2023, respectively, and these amounts are
included in the line item Europe, Middle East and Africa as shown in the table below.
(in thousands)
2024
2023
Americas:
United States
$942,009
$935,281
Other Americas
89,557
84,774
Total Americas
1,031,566
1,020,055
Europe, Middle East and Africa
648,494
624,573
Asia Pacific, Japan and Rest of World
298,154
320,683
Total net sales
$1,978,214
$1,965,311
Long-lived assets include property, plant and equipment, goodwill, other intangible assets, right-of-use assets, equity
accounted investments, non-current financial assets and other non-current assets. The Netherlands, which is included in the
line item other Europe, Middle East and Africa, reported long-lived assets of $16.2 million and $17.0 million for the years
ended 2024 and 2023, respectively.
(in thousands)
2024
2023
Americas:
United States
$2,158,114
$2,341,040
Other Americas
8,579
11,066
Total Americas
2,166,693
2,352,106
Germany
772,551
786,974
Other Europe, Middle East and Africa
573,367
615,399
Asia Pacific, Japan and Rest of World
208,369
232,727
Total long-lived assets
$3,720,980
$3,987,206
22. Share-Based Payments
We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V.
2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be
granted under the 2005 Plan. The 2014 Plan expires in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan)
was approved at the June 2023 Annual General Meeting and at December 31, 2024, we had approximately 12.9 million
Common Shares reserved and available for issuance under the 2005, 2014 and 2023 Plans.
The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants
and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years
subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated in
the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of stock-based
awards.
Stock Units
Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject
to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final
number of performance stock units earned is based on the performance achievement which for some grants can reach up
to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized
over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the
market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%
(2023: 6.0%). At December 31, 2024 , there was $58.7 million remaining in unrecognized compensation cost including
estimated forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.34
years (2023: $59.8 million over a weighted average of 1.34 years). The weighted average grant date fair value of stock
units granted during the year ended December 31, 2024 was $42.88 (2023 $44.37). The total fair value of stock units
that vested during the year ended December 31, 2024 was $74.1 million (2023: $39.4 million).
A summary of stock units as of December 31, 2024 and 2023, and changes for the years then ended, is presented below.
(in thousands)
2024
2023
Outstanding at January 1
4,015
3,771
Granted
1,556
1,185
Vested
(1,734)
(864)
Forfeited
(231)
(77)
Outstanding at December 31
3,606
4,015
Vested and expected to vest at December 31
3,317
3,744
We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the
applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than
the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to
treasury shares.
Compensation Expense
Share-based compensation expense before taxes for the years ended December 31, 2024 and 2023 totaled
approximately $43.6 million and $47.1 million, respectively, as shown in the table below.
(in thousands)
2024
 
2023
Cost of sales
$4,317
$3,296
Research and development
6,691
7,484
Sales and marketing
12,122
14,495
General and administrative
20,497
21,825
Share-based compensation expense
43,627
47,100
Less: Income tax benefit (1)
14,695
9,751
Share-based compensation expense, after tax
$28,932
$37,349
(1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million for the
year ended December 31, 2023. There was no excess tax benefit realized for the year ended December 31, 2024.
23. Employee Benefits and Personnel Costs
We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution
plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.
Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue
Service. This plan includes a provision for us to match a portion of employee contributions. Total expense under the 401(k)
plans were $4.1 million and $4.5 million for the years ended December 31, 2024 and 2023, respectively. We also have
a defined contribution plan which covers certain executives. We make matching contributions up to an established
maximum. Matching contributions made to the plan, and expensed, totaled approximately $0.1 million for each of the
years ended December 31, 2024 and 2023.
We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,
France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to
covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits
to which employees are entitled if they separate immediately. The benefits accrue on a pro-rata basis during the
employees’ employment periods based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are
unfunded. The liability under the defined benefit plans was $8.4 million and $7.4 million as of December 31, 2024 and
2023, respectively, and is included as a component of other non-current liabilities in the accompanying consolidated
balance sheets.
Personnel Costs
For the years ended December 31, 2024 and 2023, personnel costs amounted to $615.3 million and $617.9 million,
respectively. As of December 31, 2024, there were 5,765 employees within the Group (2023: 5,967).
(in thousands)
2024
2023
Salaries and wages
$354,322
$371,855
Social security and pension
109,064
103,686
Share-based payment expense
43,627
47,100
Termination costs
17,646
5,942
Other
90,640
89,297
Total personnel costs
$615,299
$617,880
The personnel costs are allocated to the functional areas in which the respective employees are working or, in the case of
the incremental termination benefits which are the result of restructuring activities as discussed in Note 6 "Exit Costs and
Impairments," are recorded in restructuring, acquisition, integration and other costs.
Personnel costs included in the accompanying consolidated income statements for the years ended December 31, 2024
and 2023 are as follows:
(in thousands)
2024
2023
Cost of sales
$144,098
$142,825
Research and development expense
113,525
113,102
Sales and marketing expense
277,312
282,214
General and administrative expense
80,364
79,739
Total personnel costs
$615,299
$617,880
The number of employees within the Company at December 31, 2024 and 2023 are as follows:
Employees
2024
2023
Headcount at December 31
5,765
5,967
Thereof employed in the Netherlands
55
55
24. Related Party Transactions
From time to time, we have transactions with other companies in which we hold an interest, as summarized in the table
below.
Net sales to related parties for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Net sales
$3,073
$9,039
As of December 31, 2024 and 2023 , balances with related parties are as follows:
(in thousands)
2024
2023
Trade accounts receivable
$1,848
$2,890
Other current assets
$52
$78
Trade and other accounts payable
$872
$700
Other current liabilities
$1,367
$2,893
Other current assets include supplier advances from companies with which we have an investment or partnership interest.
Remuneration of Managing Board and Supervisory Board
Disclosure of the total board remuneration is based on section 383 book 2 of the Dutch Civil Code. Furthermore, the Chief
Executive Officer, Chief Financial Officer and the Supervisory Board meet the definition of key management personnel as
defined in IAS 24 ‘Related Parties’. During 2020, our Chief Executive Officer joined our Chief Financial Officer on the
Managing Board effective June 30, 2020. The total short-term employee benefits (fixed salary and short-term variable cash
bonus), post-employment (defined contribution expenditure), and share-based payment cost (share-based compensation) in
accordance with IAS 24 are reported in the tables below for the years ended December 31, 2024 and 2023.
Key management personnel compensation and total board remuneration
Remuneration of the Managing Board
The tables below state the amounts earned on an accrual basis by our key management personnel and Managing Board
members in 2024 and 2023.
For the year ended December 31, 2024
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$979
$588
Other (1)
32
44
Total fixed income 2024
1,010
633
Short-term variable cash bonus
1,128
462
Total short-term income 2024
2,138
1,095
Defined contribution on benefit plan
200
117
Total compensation (excluding long-term share-based compensation)
$2,338
$1,212
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment
agreements.
For the year ended December 31, 2023
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$979
$588
Other (1)
33
40
Total fixed income 2023
1,012
628
Short-term variable cash bonus
780
320
Total short-term income 2023
1,792
948
Defined contribution on benefit plan
200
117
Total compensation (excluding long-term share-based compensation)
$1,992
$1,065
(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
The total recognized compensation expense in accordance with IFRS 2 for share-based compensation in the year 2024
(2023) for long-term compensation of stock units amounted to $7.0 million ($6.8 million) for Mr. Bernard and $5.1 million
($6.0 million) for Mr. Sackers. The total compensation including share-based compensation expenses in the year 2024
(2023) was $15.6 million ($15.9 million), and amounts to $9.3 million ($8.8 million) for Mr. Bernard and $6.3 million
($7.1 million) for Mr. Sackers.
Remuneration of the Supervisory Board
The tables below state the amounts earned on an accrual basis by the members of the Supervisory Board in 2020 and
2019 (excluding long-term share-based compensation):
For the year ended December 31, 2024
(in thousands, except for number of share grants)
Fixed remuneration
Committee Chair
Committee
membership
Total (1)
Number of restricted
stock units granted
Lawrence A. Rosen
$150.0
4.5
23.3
$177.8
7,056
Dr. Metin Colpan
$57.5
18.0
11.0
$86.5
7,056
Dr. Toralf Haag
$57.5
25.0
—
$82.5
7,056
Dr. Ross L. Levine
$57.5
—
11.0
$68.5
7,056
Dr. Elaine Mardis
$57.5
—
22.0
$79.5
7,056
Bert van Meurs(2)
$43.1
—
8.3
$51.4
—
Eva van Pelt(2)
$47.9
—
12.5
$60.4
—
Dr. Eva Pisa
$57.5
13.5
2.8
$73.8
7,056
Stephen H. Rusckowski
$57.5
13.5
11.0
$82.0
7,056
Elizabeth E. Tallett
$57.5
4.5
34.3
$96.3
7,056
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Bert van Meurs and Eva van Pelt joined the Supervisory Board in 2024 and were not eligible for the equity grant for 2024.
For the year ended December 31, 2023
(in thousands, except for number of share grants)
Fixed remuneration
Committee Chair
Committee
membership
Total (1)
Number of restricted
stock units granted
Lawrence A. Rosen
$150.0
18.0
20.5
$188.5
7,917
Dr. Metin Colpan
$57.5
18.0
11.0
$86.5
7,917
Thomas Ebeling(2)
$28.8
—
5.5
$34.3
7,917
Dr. Toralf Haag
$57.5
25.0
—
$82.5
7,917
Dr. Ross L. Levine
$57.5
—
11.0
$68.5
7,917
Dr. Elaine Mardis
$57.5
—
22.0
$79.5
7,917
Dr. Eva Pisa
$57.5
—
11.0
$68.5
7,917
Stephen H. Rusckowski(3)
$40.6
—
5.5
$46.1
—
Elizabeth E. Tallett
$57.5
18.0
26.0
$101.5
7,917
(1) Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2) Thomas Ebeling did not stand for re-appointment at AGM in June 2023.
(3) Stephen H. Rusckowski joined the Supervisory Board in April 2023, and was not eligible for the equity grant for 2023.
The total recognized share-based compensation expense in accordance with IFRS 2 in 2024 (2023) amounted to $1.5
million ($2.8 million) and includes $109.5 thousand ($708.2 thousand) for Mr. Rosen, $109.5 thousand
($364.3 thousand) for Mr. Colpan, $287.8 thousand ($253.2 thousand) for Dr. Haag, $346.3 thousand ($356.9
thousand) for Mr. Levine, $346.3 thousand ($356.9 thousand) for Ms. Mardis, $138.2 thousand ($63.8 thousand) for
Dr. Pisa, $109.5 thousand ($364.3 thousand) for Ms. Tallett and $53.0 thousand for Mr. Rusckowski who joined the
Supervisory Board in April 2023. In 2023, Mr. Ebeling term as a member of the Supervisory Board ended and $293.5
thousand share-based compensation expense was recognized.
The total recognized compensation expense, including share-based compensation, for members of the Supervisory Board
in 2024 (2023) totaled $2.4 million ($3.5 million) and includes amounts of $287.3 thousand ($896.7 thousand) for
Mr. Rosen, $196.0 thousand ($450.8 thousand) for Mr. Colpan, $370.3 thousand ($335.7 thousand) for Dr. Haag,
$414.8 thousand ($425.4 thousand) for Mr Levine, $425.8 thousand ($436.4 thousand) for Ms. Mardis,
$212.0 thousand ($132.3 thousand) for Dr. Pisa, $135.0 thousand ($46.1 thousand) for Mr. Rusckowski,
$205.8 thousand ($465.8 thousand) for Ms. Tallett, $51.4 thousand for Mr.van Meurs and $60.4 thousand for
Ms. van Pelt who joined the Supervisory Board in 2024. In 2023, $327.8 thousand total compensation expense was
recognized for Mr. Ebeling.
25. Fair Value Measurements
Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:
• Level 1.Observable inputs, such as quoted prices in active markets;
• Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
• Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December 31, 2024. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$—
$323,108
$339,917
$663,025
$339,917
$—
$—
$339,917
Trade accounts receivable
—
349,278
—
349,278
—
—
—
—
Financial assets, current
—
489,437
—
489,437
—
—
—
—
Financial assets, non-current
—
—
4,283
4,283
—
—
4,283
4,283
Equity options
—
—
—
—
—
—
—
—
Foreign exchange forwards and options
—
—
5,761
5,761
—
5,761
—
5,761
Interest rate contracts - cash flow hedge
14,340
—
6,677
21,017
—
21,017
—
21,017
Total financial assets
$14,340
$1,161,823
$356,638
$1,532,801
$339,917
$26,778
$4,283
$370,978
Liabilities:
Lease liabilities(1)
$—
($120,993)
$—
($120,993)
$—
$—
$—
$—
Trade accounts payable
—
(83,272)
—
(83,272)
—
—
—
—
Foreign exchange forwards and options
—
—
(13,752)
(13,752)
—
(13,752)
—
(13,752)
Interest rate contracts - cash flow hedge
—
—
—
—
—
—
—
—
Equity options
—
—
—
—
—
—
—
—
Warrants and embedded conversion option
—
—
(89,609)
(89,609)
—
(89,609)
—
(89,609)
Contingent consideration
—
—
(20,650)
(20,650)
—
—
(20,650)
(20,650)
Total financial liabilities
$—
($204,265)
($124,011)
($328,276)
$—
($103,361)
($20,650)
($124,011)
(1) Separate disclosure of fair value of lease liabilities is not required.
The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December 31, 2023. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$—
$667,320
$—
$667,320
$—
$—
$—
$—
Trade accounts receivable
—
381,877
—
381,877
—
—
—
—
Financial assets, current
—
308,675
81,023
389,698
—
81,023
—
81,023
Financial assets, non-current
—
—
4,435
4,435
—
—
4,435
4,435
Equity options
—
—
39,759
39,759
—
39,759
—
39,759
Foreign exchange forwards and options
—
—
3,471
3,471
—
3,471
—
3,471
Interest rate contracts - cash flow hedge
3,083
—
—
3,083
—
3,083
—
3,083
Total financial assets
$3,083
$1,357,872
$128,688
$1,489,643
$—
$127,336
$4,435
$131,771
Liabilities:
Lease liabilities(1)
$—
($101,331)
$—
($101,331)
$—
$—
$—
$—
Trade accounts payable
—
(84,155)
—
(84,155)
—
—
—
—
Foreign exchange forwards and options
—
—
(9,944)
(9,944)
—
(9,944)
—
(9,944)
Interest rate contracts
(98,908)
—
—
(98,908)
—
(98,908)
—
(98,908)
Equity options
—
—
(39,830)
(39,830)
—
(39,830)
—
(39,830)
Warrants and embedded conversion option
—
—
(45,157)
(45,157)
—
(45,157)
—
(45,157)
Contingent consideration
—
—
(18,359)
(18,359)
—
—
(18,359)
(18,359)
Total financial liabilities
($98,908)
($185,486)
($113,290)
($397,684)
$—
($193,839)
($18,359)
($212,198)
(1) Separate disclosure of fair value of lease liabilities is not required.
Our assets and liabilities measured at fair value on a recurring basis consist of quoted equity securities held as cash
equivalents which are classified as Level 1 of the fair value hierarchy; unquoted debt securities, discussed in Note 7
"Financial Assets," which are classified in Level 2 of the fair value hierarchy; derivative contracts used to hedge currency
and interest rate risk and derivative financial instruments entered into in connection with the cash convertible notes
discussed in Note 16 "Financial Debts," which are classified in Level 2 of the fair value hierarchy; contingent consideration
accruals which are classified in Level 3 of the fair value hierarchy; and unquoted equity securities remeasured during the
years ended December 31, 2024 and 2023 classified within Level 3 in the fair value hierarchy. There were no transfers
between levels for the year ended December 31, 2024.
In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant
to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the
contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of
outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk
was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial
instruments include the Call Options asset, the Warrants liability and the embedded conversion option liability. See Note
16 "Financial Debts" and Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments" for further
information. The derivatives are not actively traded and are valued based on an option pricing model that uses observable
market data for inputs. Significant market data inputs used to determine fair values included our common stock price, the
risk-free interest rate, and the implied volatility of our common stock. The Call Options asset and the embedded cash
conversion option liability were designed with the intent that changes in their fair values would substantially offset, with
limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing
model for such instruments is substantially mitigated.
Our Level 3 instruments include unquoted equity security investments. Under the measurement alternative, the carrying
value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer. Adjustments are determined primarily based on a
market approach as of the transaction date. Refer to Note 7 "Financial Assets" for the change in unquoted equity securities
with Level 3 inputs during the years ended December 31, 2024 and 2023.
Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using
unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-
weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if
specified future events occur or conditions are met such as the achievement of technological or revenue milestones. We use
various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate
(between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income
approach. We regularly review the fair value of the contingent consideration, and reflect any change in the accrual in the
consolidated income statements in the line items commensurate with the underlying nature of milestone arrangements.
In connection with a previous business combination, we have contingent consideration liabilities with Level 3 inputs. The
following table summarizes the activity for the years ended December 31, 2024 and 2023:
(in thousands)
2024
2023
Balance at beginning of year
($18,359)
($18,088)
Changes in fair value
(2,291)
(271)
Balance at end of year
($20,650)
($18,359)
As of December 31, 2024 and 2023, $20.7 million and $18.4 million , respectively, was accrued for contingent
consideration and is included other non-current liabilities in the accompanying balance sheet.
The estimated fair value of non-current financial debts as disclosed in Note 16 "Financial Debts" was based on current
interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial
instruments that could be realized as of the balance sheet date or that will be realized in the future.
The fair values of the financial instruments are presented in Note 16 "Financial Debts" and were determined as follows:
Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the
Convertible Notes due in 2027 and 2031.
German Private Placement: Fair value is based on an estimation using changes in the euro swap rates.
There were no adjustments in the years ended December 31, 2024 and 2023 for nonfinancial assets or liabilities required
to be measured at fair value on a nonrecurring basis.
26. Financial Risk Factors and Use of Derivative Financial Instruments
26.1.Financial Risks
Our risk management approach embodies the key elements of a sound risk management system including (1) active
Supervisory Board and senior management involvement; (2) adequate policies and procedures; (3) adequate risk
management, monitoring and information systems; and (4) comprehensive internal controls. Refer to the detail discussion
under the header Risk Management within the Management Report included in this annual report.
Market risk
Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign
currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous
internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from
changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial
instruments relating to interest rate and foreign exchange risks. In the ordinary course of business, we use derivative
instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and
interest rates. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with
global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other
speculative purposes. All derivatives are recognized as either assets or liabilities in the balance sheet and are measured at
fair value with any change in fair value recognized in earnings in the period of change, unless the derivative qualifies as
an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk
and our own creditworthiness, to the extent that the derivatives are not covered by collateral agreements with respective
counterparties.
Foreign currency exchange rates
As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions as
well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our
balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-
currency swaps. Foreign currency transactions for the year ended December 31, 2024 resulted in a net loss of
$2.7 million and a net loss of $4.1 million for the year ended December 31, 2023. These amounts are included in other
financial results in the accompanying consolidated income statements.
A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The
euro is the most significant such currency, with others including the British pound, Chinese renminbi, Japanese yen, and
Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have
caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the
number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of
currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In
general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales.
However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.
We have significant production and manufacturing facilities located in Germany and intercompany sales of inventory also
expose us to foreign currency exchange rate risk. Intercompany sales of inventory are generally denominated in the local
currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing
subsidiary. We use an in-house bank approach to net and settle intercompany payables and receivables as well as
intercompany foreign exchange swaps and forward contracts in order to centralize the foreign exchange rate risk to the
extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including
forwards, swaps and options to manage the remaining foreign exchange exposure.
For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of
relevant risk variables on profit or loss and shareholders' equity. Currency risks as defined by IFRS 7 arise on account of
financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature;
differences resulting from the translation of financial statements into the Company's presentation currency are not taken into
consideration. Relevant risk variables are generally all non-functional currencies in which QIAGEN has financial
instruments.
QIAGEN is exposed to currency risks from financial derivatives. If each of the respective currency pairs for which the
Company has financial derivatives in place, which do not qualify for hedge accounting in accordance with IFRS 9, varied
from the rates used for the preparation of the consolidated financial statements, this would have had an effect on the net
income of the Company. Any effect would have been almost fully off-set by corresponding valuation adjustments in the
positions, which economically had been hedged by these financial derivatives. Accordingly, the net effect of such variance
in currency rates would not have been material.
If, at December 31, 2024, the U.S. dollar had gained or lost 10% against all identified major currencies, the estimated
effect on the fair value of the financial derivatives would have been as follows:
 
As of December 31, 2024
As of December 31, 2023
(in thousands)
10% higher
10% lower
10% higher
10% lower
Currency
 
 
 
 
Euro (EUR)
$13,871
($13,871)
($12,182)
$12,213
Australian Dollar (AUD)
1,038
(1,038)
913
(913)
Swedish Krona (SEK)
(91)
111
275
(336)
Japanese Yen (JPY)
(169)
206
(115)
96
Canadian Dollar (CAD)
284
(347)
341
(416)
Singapore Dollar (SGD)
(799)
977
(618)
755
Swiss Franc (CHF)
5,971
(7,320)
2,959
2,876
Pound Sterling (GBP)
533
(533)
(1,503)
1,502
South Korean Won (KRW)
210
(257)
169
(205)
Chinese Yuan (CNY)
(5,095)
6,237
(2,652)
7,573
Norwegian Krone (NOK)
191
(234)
129
(158)
Polish Zloty (PLN)
(706)
863
69
(85)
Thai Baht (THB)
1,505
(1,839)
1,923
(1,754)
Indian Rupee (INR)
26
(31)
74
(95)
Danish Krone (DKK)
304
(372)
337
(392)
Total
$17,073
($17,448)
($9,881)
$20,661
Interest rates
The Company is exposed to interest rate risk by floating rate financial debt and floating rate financial assets. This exposure
is managed by varying the proportion of fixed and floating rate debt, while all non-derivative financial assets pay interest
on floating rates. Net financial income earned on the Company's net financial assets is generally affected by changes in
the level of interest rates, principally the euro and the U.S. dollar interest rate.
At December 31, 2024, we had $663.0 million in cash and cash equivalents (2023: $667.3 million). Interest income
earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-
grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our
financial statements by approximately $5.3 million.
Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit
at December 31, 2024 and 2023. A hypothetical adverse 10% movement in market interest rates would not have
materially impacted our financial statements.
At December 31, 2024, we had $1.3 billion in current and non-current financial debt (2023 : $1.5 billion), of which of
which $198.7 million is floating interest rate debt (2023: $245.5 million ). A hypothetical adverse 10% movement in
market interest rates would not have materially impacted our financial statements.
Liquidity risk
To date, we have funded our business primarily through internally generated funds, debt and the private and public sales
of equity. Our primary use of cash has been to support continuing operations and our investing activities including capital
expenditure requirements and acquisitions. As of December 31, 2024 and 2023, we had cash and cash equivalents of
$663.0 million and $667.3 million, respectively. We also had current financial assets of $489.4 million and $389.7
million, respectively. Cash and cash equivalents are primarily held in euros and U.S. dollars, other than those cash
balances maintained in the local currency of subsidiaries to meet local working capital needs. As of December 31, 2024
and 2023, we had working capital of $1.4 billion and $1.0 billion, respectively.
We have a €400.0 million syndicated revolving credit facility expiring with a contractual life until December 2029 of
which no amounts were utilized at December 31, 2024. We have additional credit lines totaling €13.0 million with no
expiration date, none of which were utilized as of December 31, 2024. We also have repayment obligations of $1.3
billion of financial debt (2023: $1.5 billion ), of which $0.1 billion is current as of December 31, 2024.
As of December 31, 2024, our future contractual cash obligations are as follows:
Contractual Obligations
(in thousands)
Payments Due by Period
Total
2025
2026
2027
2028
2029
Thereafter
Financial debt (1)
$1,478,691
$77,390
$23,019
$575,930
$20,010
$162,947
$619,395
Purchase obligations
83,493
38,232
30,701
12,607
1,035
918
—
Lease obligations
135,342
27,056
23,052
19,156
14,535
9,216
42,327
License and royalty payments
5,874
1,416
779
801
601
506
1,771
Total contractual cash obligations
$1,703,400
$144,094
$77,551
$608,494
$36,181
$173,587
$663,493
(1) Amounts include required principal, stated at current carrying values, and interest payments.
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain FDA approval milestones. Milestone
payments totaling $20.7 million, which represent the maximum potential payment, are included in other current liabilities
in the accompanying consolidated balance sheet as of December 31, 2024. Refer to Note 25 "Fair Value Measurements"
for changes in the contingent consideration liabilities.
We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from our public and
private sales of equity, and availability of financing facilities, will be sufficient to fund our planned operations and
expansion during the coming year. However, any global economic downturn may have a greater impact on our business
than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to
generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity
needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures,
acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory
terms, or implement timely reductions in our expenditures, our business could be adversely affected.
Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial
assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets
by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.
We have established guidelines related to credit quality and maturities of investments intended to maintain safety and
liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer
base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such
losses have historically been within expected ranges. There were no significant concentrations of credit risk during the
reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet.
Credit risk is managed on a Company basis, except for credit risk relating to accounts receivable balances. Each local
entity is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and
delivery terms and conditions are offered. Further discussion of the allowance for doubtful accounts can be found in Note 8
"Trade Accounts Receivable."
Counterparty risk
The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk
in that the counterparties may be unable to meet the terms of the agreements. To the extent that derivatives are not subject
to mutual collateralization agreements, we attempt to minimize this risk by limiting the counterparties to a diverse group of
highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-
performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties
will default on their obligations and therefore do not expect to record any losses as a result of counterparty default. In order
to minimize our exposure with any single counterparty, we have entered into all derivative agreements, with the exception
of the Call Spread Overlay which expired in 2024, under master agreement which allow us to manage the exposure with
the respective counterparty on a net basis. Most of these master agreements, include bilateral collateral agreements.
Fair values
The fair values of financial assets and financial liabilities are determined in accordance with the accounting policies stated
under Note 3.12 "Financial Instruments – Recognition and Initial Measurement" and Note 3.13 "Financial Instruments –
Classification and Subsequent Measurement."
Equity prices
The Warrants issued as part of the Call Spread Overlay related to the 2023 Notes and 2024 Notes, and the embedded
conversion options on 2027 Notes and 2031 Notes, discussed in Note 16 "Financial Debts" and Note 26.2 "Use of
Derivative Financial Instruments" expose us to income statement volatility due to changes in our own equity price. All
Warrants related to the 2023 Notes and the 2024 Notes expired unexercised. Changes in the embedded conversion
option are recognized in other financial results. Assuming a hypothetical 10% increase or decrease in equity prices at
December 31, 2024, the estimated effect would have been approximately $26.7 million loss or $23.1 million gain,
respectively (2023: $13.8 million loss or $5.0 million gain).
Commodities
We have exposure to price risk related to anticipated purchases of certain commodities used as raw materials in our
business. A change in commodity prices may alter the gross margin, but due to the limited exposure to any single raw
material, a price change is unlikely to have a material unforeseen impact on earnings.
26.2Use of Derivative Financial Instruments
Derivatives and Hedging
Objective and Strategy
In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage
potential losses from foreign currency exposures and interest bearing assets or liabilities. The principal objective of such
derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.
We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all
derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and
recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge
that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-
currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under
which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.
As of December 31, 2024, cash collateral positions consisted of $16.8 million recorded in other current liabilities and
$3.2 million recorded in other current assets. As of December 31, 2023, we had cash collateral positions consisting of
$5.4 million recorded in other current liabilities and $87.7 million recorded in other current assets in the accompanying
consolidated balance sheet.
Non-Derivative Hedging Instrument
Net Investment Hedge
We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as net investment
hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in
the exchange rate between the euro and the functional currency of the U.S. dollar. The non-derivative hedging instrument is
the German private corporate bond (2017 Schuldschein) which was issued in 2017 in the total amount of $331.1 million
as described in Note 16 "Financial Debts." Of the $331.1 million, which is held in both U.S. dollars and euros, €109.5
million was designated as the hedging instrument as of December 31, 2023 against a portion of our euro net investments
in our foreign operations. As further described in Note 16, two tranches of the 2017 Schuldschein matured and were paid
in June 2024. As a result, as of December 31, 2024, €14.5 million remained designated as a hedging instrument. In July
2022, we issued an additional €370.0 million German private corporate bond (2022 Schuldschein) as described in Note
16, and it is designated in its entirety as the hedging instrument against a portion of our euro net investments in our foreign
operations. The relative changes in both the hedged item and hedging instrument are calculated by applying the change in
spot rate between two assessment dates against the respective notional amount. The effective portion of the hedge is
recorded in the cumulative translation adjustment account within other accumulated comprehensive loss. Based on the spot
rate method, the unrealized loss recorded in equity as of December 31, 2024 and 2023 is $10.7 million and $35.2
million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured based on the spot
rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31, 2024 and 2023.
Derivatives Designated as Hedging Instruments
Cash Flow Hedges
As of December 31, 2024 and 2023, we held derivative instruments that are designated and qualify as cash flow hedges,
where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss
and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains
and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to
any cash flow hedges in earnings. Based on their valuation as of December 31, 2024, we expect approximately $0.3
million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the
next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the
same category as the hedged item.
We use interest rate derivative contracts to align our portfolio of interest bearing assets and liabilities with our risk
management objectives. Since 2015, we have been a party to five cross currency interest rate swaps through 2025 for a
total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we
entered into five new cross currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million
which qualify for hedge accounting as cashflow hedges. In November 2024, we settled these cross-currency interest rate
swaps and as a result, reclassified $5.4 million of derivative losses included in accumulated other comprehensive loss to
income in other financial results in the accompanying consolidated income statement.
We determined that no ineffectiveness exists related to these swaps. As of December 31, 2024 and 2023, interest
receivables of $1.7 million and $8.4 million, respectively are recorded in other current assets in the accompanying
consolidated balance sheets.
Fair Value Hedges
Until October 2022, we held derivative instruments that qualified for hedge accounting as fair value hedges. For derivative
instruments that are designated and qualify as a fair value hedge, the effective portion of the gain or loss on the derivative
is reflected in earnings. This effect on earnings is offset by the change in the fair value of the hedged item attributable to
the risk being hedged that is also recorded in earnings. The cash flows derived from derivatives are classified in the
consolidated statement of cash flows in the same category as the consolidated balance sheet account of the underlying
item.
We held interest rate swaps which effectively fixed the fair value of a portion of our fixed rate private placement debt and
qualified for hedge accounting as fair value hedges. These interest rate swap derivative instruments expired along with the
repayment of the private placement debt in October 2022, as described in Note 16 "Financial Debts." There has been no
ineffectiveness related to the interest rate swaps.
Derivatives Not Designated as Hedging Instruments
Call Options and Warrants
Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay
entered into in connection with the Cash Convertible Notes. In these transactions, the Call Options are intended to address
the equity price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the
principal amount due upon any conversion of the Cash Convertible Notes. Accordingly, the derivative is presented as
either current or non-current based upon the classification of the related debt.
Aside from the initial payment of premiums for the Call Options, we will not be required to make any cash payments under
the Call Options. We will, however, be entitled to receive under the terms of the Call Options, an amount of cash generally
equal to the amount by which the market price per share of our common stock exceeds the exercise price of the Call
Options during the relevant valuation period. The exercise price under the Call Options is equal to the conversion price of
the Cash Convertible Notes.
The Call Options and Warrants, for which our common stock is the underlying security, are derivative assets and liabilities,
respectively, that require mark-to-market accounting treatment. The derivatives are measured and reported at fair value on
a recurring basis, within Level 2 of the fair value hierarchy. The change in fair value of these instruments is recognized
immediately in our consolidated income statements in other financial results .
The Warrants are more fully described in Note 16 "Financial Debts."
Cash Convertible Notes Embedded Cash Conversion Option
The embedded cash conversion option within the Cash Convertible Notes discussed in Note 16 "Financial Debts" is
required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with
changes in fair value reported in our consolidated income statements in other financial results until the cash conversion
option settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring
basis, within Level 2 of the fair value hierarchy.
Because the terms of the Cash Convertible Notes' embedded cash conversion option are substantially similar to those of the
Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset each
other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call Options
expired unexercised as described in Note 16, resulting in a $1.4 million gain recognized in other financial results in the
accompanying consolidated income statement. In September 2023, the 2023 Notes and the related Call Options have
been settled as described in Note 16 and we recognized $0.9 million as gain in other financial results in the
accompanying consolidated income statement.
Foreign Currency Derivatives
As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions
including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward
contracts, foreign exchange options and cross-currency swaps.
We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional
value of $645.7 million at December 31, 2024, which expire at various dates through July 2025. At December 31, 2023,
these arrangements had an aggregate notional value of $590.9 million, which expired at various dates through September
2024. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign
currency exchange risk. Changes in the fair value of these arrangements have been recognized in other financial results in
the accompanying consolidated income statement.
Interest Rate Derivatives
In November 2024, we entered into eight new cross-currency interest rate swaps with various maturities through 2026 for
a total notional amount of CHF 280.0 million that are not designated as hedges. Changes in the fair value of these
arrangements have been recognized in other financial results in the accompanying consolidated income statement. As of
December 31, 2024, interest receivables of $1.4 million are recorded in other current assets in the accompanying
consolidated balance sheets.
Fair Values of Derivative Instruments
The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets
as of December 31, 2024 and 2023:
 
2024
2023
(in thousands)
Current
Asset
Non-current
Asset
Current
Asset
Non-current
Asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge (1)
$14,340
$—
$—
$3,083
Total derivative instruments designated as hedges
14,340
—
—
3,083
Undesignated derivative instruments
Equity options
—
—
39,759
—
Foreign exchange forwards and options
5,761
—
3,471
—
Interest rate contracts - cash flow hedge (1)
3,503
3,174
—
—
Total undesignated derivative instruments
9,264
3,174
43,230
—
Total derivative assets
$23,604
$3,174
$43,230
$3,083
(in thousands)
2024
2023
Current
Liability
Non-current
Liability
Current
Liability
Non-current
Liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge (1)
$—
$—
$—
($98,908)
Total derivative instruments designated as hedges
—
—
—
(98,908)
Undesignated derivative instruments
Cash convertible notes embedded conversion option
—
—
(39,830)
—
Warrants and embedded conversion option
—
(89,609)
(23,687)
(21,470)
Foreign exchange forwards and options
(13,752)
—
(9,944)
—
Total undesignated derivative instruments
(13,752)
(89,609)
(73,461)
(21,470)
Total derivative liabilities
($13,752)
($89,609)
($73,461)
($120,378)
(1) The fair value amounts for the interest rate contracts do not include accrued interest.
27. Capital Management
The primary objectives of the Group's capital management are to safeguard the Group's ability to continue as a going
concern and to ensure financial flexibility to execute the Group's strategic growth targets. We regularly review our capital
structure to ensure a low cost of capital to enhance shareholder value. The Group's overall strategy remains unchanged
from 2023 and we are not subject to any externally imposed capital requirements. All common shares issued are fully
paid.
In September 2024, we issued $500.0 million aggregate principal amount of 2.5% coupon Convertible Notes due 2031
(2031 Notes). The 2031 Notes will mature on September 10, 2031 unless converted in accordance with their terms prior
to such date as described more fully in Note 16 "Financial Debts."
In November 2024 we repaid $500.0 million of 2024 Notes at maturity. In September 2023, we repaid $400.0 million
of 2023 Notes at maturity.
In July and August 2022, we completed a German private placement bond (2022 Schuldschein), which was issued in
various tranches totaling €370.0 million ($371.5 million) that have maturities through 2035 as described more fully in
Note 16. The interest rate is linked to our ESG performance. As of December 31, 2024, a total of $383.7 million is
outstanding.
In 2017, we completed a German private placement (2017 Schuldschein) consisting of various tranches denominated in
U.S. dollars or euros at either floating or fixed rates, and due at various dates through June 2027. As of December 31,
2024, a total of $15.1 million is outstanding.
In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 12, 2025, and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $280.1 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 2.8% to 217.7 million (of which 1.6 million are held in Treasury
Shares) as of January 31, 2025.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024, and involved an approach used by various large,
multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional
open-market repurchases. $292.1 million was returned to shareholders through the transaction, which reduced the total
number of issued Common Shares by approximately 3% to 223.9 million (of which 2.5 million are held in Treasury
Shares) as of January 31, 2024.
An important indicator of capital management efforts is the ratio of shareholders' equity compared to total assets as shown
on the consolidated balance sheet:
(in thousands, except of ratio)
2024
2023
Shareholders' equity attributable to equity holders of the parent
$3,600,552
$3,867,151
Total assets
$5,756,207
$6,174,153
Shareholders' equity ratio in %
63%
63%
Reconciliation of Liabilities Arising from Financing Activities
Total financial debt consists of cash convertible notes and private placements as discussed in Note 16. The changes in
financial debts reconciled to the cash flows arising from financing activities as follows:
(in thousands)
At December 31,
2023
Cash flows
Amortization of debt
discount and
issuance costs(1)
Foreign currency
and other (2)
At December 31,
2024
Cash convertible notes
$483,019
($500,000)
$16,981
$—
$—
Convertible notes
443,818
494,211
784
(41)
938,772
German Private Placement (Schuldschein)
528,906
(101,536)
203
(28,848)
398,725
Total non-current debt
1,455,743
(107,325)
17,968
(28,889)
1,337,497
Lease liability
101,331
(27,306)
—
46,968
120,993
Total liabilities from financing activities
$1,557,074
($134,631)
$17,968
$18,079
$1,458,490
(1) Total amortization of debt discount and issuance costs for the year ended December 31, 2024 totaled $18.4 million, which included $0.5 million costs related to the €400.0 million syndicated multi-
currency revolving credit facility. No amounts were utilized at December 31, 2024.
(2) For the year ended December 31, 2024, the Convertible notes are net of debt issuance costs. Also during 2024, the German Private Placement experienced unrealized foreign currency gain totaling
$24.6 million.
(in thousands)
At December 31,
2022
Cash flows
Amortization of debt
discount and
issuance costs(1)
Foreign currency
and other (2)
At December 31,
2023
Cash convertible notes
$853,883
($400,000)
$29,136
$—
$483,019
Convertible notes
443,285
—
533
—
443,818
German Private Placement (Schuldschein)
510,231
—
279
18,396
528,906
Total non-current debt
1,807,399
(400,000)
29,948
18,396
1,455,743
Lease liability
93,626
(26,779)
—
34,484
101,331
Total liabilities from financing activities
$1,901,025
($426,779)
$29,948
$52,880
$1,557,074
(1) Total amortization of debt discount and issuance costs for the year ended December 31, 2023 totaled $30.2 million, which included $0.2 million costs related to the €400.0 million syndicated multi-
currency revolving credit facility. No amounts were utilized at December 31, 2023.
(2) For the year ended December 31, 2023, the Convertible notes are net of debt issuance costs. Also during 2023, the German Private Placement experienced unrealized foreign currency losses totaling
$18.4 million.
28. Subsidiaries
The following is a list of the Company's subsidiaries as of December 31, 2024 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary.
Company Name
Jurisdiction
of Incorporation
Ownership
Voting Rights
Amnisure International LLC
U.S.
100%
100%
DIALUNOX GmbH i.L.(1)
Germany
100%
100%
Life Biotech Partners B.V.
Netherlands
100%
100%
NeuMoDx Molecular, Inc.
U.S.
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V.(2)
Netherlands
100%
100%
QIAGEN Beverly LLC
U.S.
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN China (Shanghai) Co., Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V.(2)
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
U.S.
100%
100%
QIAGEN Gdańsk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH(1)
Germany
100%
100%
QIAGEN Hamburg GmbH(1)
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Limited(3)
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems GmbH
Germany
100%
100%
Company Name
Jurisdiction
of Incorporation
Ownership
Voting Rights
QIAGEN Healthcare Biotechnologies Systems Limited(3)
U.K.
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
U.S.
100%
100%
QIAGEN Ltd.
U.K.
100%
100%
QIAGEN Luxembourg S.à r.l.
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
U.K.
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings, Inc.
U.S.
100%
100%
QIAGEN POLAND INVEST Fundusz Inwestycyjny Zamknięty
Aktywów Niepublicznych
Poland
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
U.S.
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences, LLC
U.S.
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
U.S.
100%
100%
(1) QIAGEN GmbH (registered under HRB 45822 Trade Register Duesseldorf, Germany), DIALUNOX GmbH (registered under HRB 590384 Trade
Register Freiburg im Breisgau, Germany) and QIAGEN Hamburg GmbH (registered under HRB 71271 Trade Register Duesseldorf, Germany) are
exempt from the audit of individual accounts requirements under Section 264 (3) of the German Commercial Code.
(2) QIAGEN Benelux B.V. (registered under #12053316 in the Netherlands Chamber of Commerce) and QIAGEN Distribution B.V. (registered under
#64026795 in the Netherlands Chamber of Commerce) are exempt from the audit of individual accounts requirements under Section 403 of the Dutch
Civil Code.
(3) QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies Systems Limited (registration
#11562019) are exempt from the audit of individual accounts requirements under Section 479A of the 2006 U.K. Companies Act.
29. Fees Paid to External Auditors
At our 2024 Annual General Meeting of Shareholders on June 21, 2024, our shareholders appointed KPMG Accountants
N.V. to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the EU for the year ended December 31, 2024. Set forth below
are the total fees billed (or expected to be billed), on a consolidated basis, by the independent auditor or their affiliates for
providing audit and other professional services in each of the last two years.
(in thousands)
2024
2023
Audit fees
$2,942
$2,923
Consolidated financial statements
2,414
2,379
Statutory financial statements
528
544
- thereof KPMG Accountants N.V.
352
334
Audit-related fees
541
20
- thereof KPMG Accountants N.V.
433
—
Tax fees
81
173
All other fees
—
—
Total fees paid to external auditors
$3,564
$3,116
Audit fees consist of fees and expenses billed for the annual audit and quarterly review of QIAGEN's consolidated
financial statements. They also include fees billed for other audit services, which are those services that only the statutory
auditor can provide.
Audit-related fees consist of fees and expenses billed for assurance and related services that are related to the performance
of the audit or review of QIAGEN’s financial statements and include consultations concerning financial accounting and
reporting standards, review of the opening balance sheets of newly acquired companies and in 2024, for providing
assurance on the sustainability reporting.
Tax fees include fees and expenses billed for tax compliance services, including assistance on the preparation of tax
returns and claims for refunds and tax consultations, such as assistance and representation in connection with tax audits
and appeals.
All other fees include various fees and expenses billed for services, such as transaction due diligence, as approved by the
Audit Committee.
30. Subsequent Events
Events that occurred after the balance sheet date that provide no information on the actual situation at the balance sheet
date are not recognized in the financial statements. When those events are relevant for the economic decisions of users of
the financial statements, the nature and the estimated financial effects of those events are disclosed in the financial
statements.
In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split as discussed in Note 18 "Equity."
QIAGEN N.V. Company Financial Statements
QIAGEN N.V. Company Balance Sheets (Before appropriation of net income)
(in thousands)
As of December 31,
Notes
2024
2023
Assets
Fixed assets:
Intangible fixed assets:
Goodwill
(2)
$227,245
$240,510
Tangible fixed assets:
Property, plant and equipment
(3)
451
537
Right-of-use assets
(3)
364
623
Financial fixed assets:
Non-current financial assets
(4)
406
656
Financial fixed assets
(4)
4,900,670
5,317,420
Derivative financial instruments
(9)
3,174
3,083
Deferred tax assets
3,000
5,230
Other financial fixed assets
(4)
2,934
4,713
Total fixed assets
5,138,244
5,572,772
Current assets:
Trade and other receivables:
Receivables from group companies
(5)
1,239,009
1,225,817
Prepaid and other current assets
(5)
15,199
110,970
Securities:
Current financial assets
(4)
489,437
389,698
Derivative financial instruments
(9)
23,604
43,230
Cash and cash equivalents:
Cash and cash equivalents
575,528
587,287
Total current assets
2,342,777
2,357,002
Total assets
$7,481,021
$7,929,774
The accompanying notes are an integral part of these company financial statements.
QIAGEN N.V. Company Balance Sheets (Before appropriation of net income)
(in thousands)
As of December 31,
Notes
2024
2023
Liabilities and equity
Shareholders' equity:
Common shares
(6)
$2,423
$2,496
Share premium
(7)
1,715,510
1,965,581
Legal reserves
(7)
(381,240)
(347,069)
Other reserves
(7)
282
812
Treasury shares
(74,915)
(133,023)
Retained earnings
2,278,681
1,893,546
Net income for the period
59,811
484,808
Total shareholders' equity
3,600,552
3,867,151
Non-current liabilities:
Non-current financial debts
(8)
1,284,016
867,773
Deferred tax liabilities
—
191
Derivative financial instruments
(9)
89,609
120,378
Other non-current liabilities
49
361
Total non-current liabilities
1,373,674
988,703
Current liabilities:
Current portion of non-current financial debts
(8)
53,481
587,970
Accounts payable trade
673
752
Payables to group companies
2,384,349
2,374,690
Derivative financial instruments
(9)
13,753
73,461
Accrued liabilities
54,539
37,047
Total current liabilities
2,506,795
3,073,920
Total liabilities and shareholders' equity
$7,481,021
$7,929,774
The accompanying notes are an integral part of these company financial statements.
QIAGEN N.V. Company Income Statements
(in thousands)
Years ended December 31,
Notes
2024
2023
Other income
$—
$—
Operating expenses:
Sales and marketing expense
(596)
(637)
General and administrative expense
(20,524)
(9,804)
Restructuring, acquisition, integration and other, net
(6,371)
(2,916)
Other operating expense
(250)
(153)
Total operating expenses, net
(27,741)
(13,510)
Loss from operations
(27,741)
(13,510)
Financial income
(4)
113,384
160,550
Financial expense
(8)
(82,493)
(108,853)
Other financial results
(9)
(48,950)
145,597
Total finance (expense) income, net
(18,059)
197,294
(Loss) income before income taxes
(10)
(45,800)
183,784
Income tax expenses
(2,796)
(1,581)
(Loss) income after income tax
(48,596)
182,203
Share in results from participating interests, after tax
(4)
108,407
302,605
Net income for the period
$59,811
$484,808
The accompanying notes are an integral part of these company financial statements.
QIAGEN N.V. Company Statements of Changes in Equity
(in thousands)
Common shares
Share
premium
Retained
earnings
Net Result
Legal
reserves
Other
reserves
Treasury shares
Total
shareholders'
equity
Notes
Shares
Amount
Shares
Amount
Balance at January 1, 2023
230,829
2,433
1,921,972
1,363,591
575,661
(314,821)
645
(3,113)
(160,188)
3,389,293
Appropriation of prior year net
income
—
—
—
575,661
(575,661)
—
—
—
—
—
Net income for period
—
—
—
—
484,808
—
—
—
—
484,808
Effect from capitalized
development costs
(7)
—
—
—
(967)
—
967
—
—
—
—
Effect from foreign currency
translation
(7)
—
63
—
(63)
—
(11,481)
—
—
—
(11,481)
Effect from derivative hedges
(7)
—
—
—
—
—
(21,734)
—
—
—
(21,734)
Effect from pension reserve
(7)
—
—
—
—
—
—
167
—
—
167
Tax benefit of employee stock
plans
—
—
(3,491)
—
—
—
—
—
—
(3,491)
Stock awards and options
—
—
47,100
(44,676)
—
—
—
873
44,840
47,264
Tax withholding related to
vesting of stock awards
—
—
—
—
—
—
—
(387)
(17,675)
(17,675)
Balance at
December 31, 2023
230,829
$2,496
$1,965,581
$1,893,546
$484,808
($347,069)
$812
(2,627)
($133,023)
$3,867,151
Common shares
Share
premium
Retained
earnings
Net Result
Legal
reserves
Other
reserves
Treasury shares
Total
shareholders'
equity
Notes
Shares
Amount
Shares
Amount
Balance at January 1, 2024
230,829
$2,496
$1,965,581
$1,893,546
$484,808
($347,069)
$812
(2,627)
($133,023)
$3,867,151
Capital repayment
(6,925)
(101)
(292,672)
—
—
—
—
79
—
(292,773)
Appropriation of prior year net
income
—
—
—
484,808
(484,808)
—
—
—
—
—
Net income for period
—
—
—
—
59,811
—
—
—
—
59,811
Effect from share in results in
equity method investees
(7)
—
—
—
(3,203)
—
3,203
—
—
—
—
Effect from capitalized
development costs
(7)
—
—
—
(4,173)
—
4,173
—
—
—
—
Effect from foreign currency
translation
(7)
—
28
—
(28)
—
(69,631)
—
—
—
(69,631)
Effect from derivative hedges
(7)
—
—
—
—
—
28,084
—
—
—
28,084
Effect from pension reserve
(7)
—
—
—
—
—
—
(530)
—
—
(530)
Tax benefit of employee stock
plans
—
—
(1,026)
—
—
—
—
—
—
(1,026)
Stock awards and options
—
—
43,627
(92,269)
—
—
—
1,734
92,269
43,627
Tax withholding related to
vesting of stock awards
—
—
—
—
—
—
—
(800)
(34,161)
(34,161)
Balance at
December 31, 2024
223,904
$2,423
$1,715,510
$2,278,681
$59,811
($381,240)
$282
(1,614)
($74,915)
$3,600,552
The accompanying notes are an integral part of these company financial statements.
Overview
Page 329
Notes to the Company Financial Statements
December 31, 2024
1. Accounting Policies
These company financial statements have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. For
setting the principles for the recognition and measurement of assets and liabilities and determination of results for its
separate financial statements, the Company makes use of the option provided in section 2:362(8) of the Dutch Civil Code.
This means that the principles for the recognition and measurement of assets and liabilities and determination of the result
(hereinafter referred to as principles for recognition and measurement) of the separate financial statements of the Company
are the same as those applied for the consolidated EU-IFRS financial statements. These principles also include the
classification and presentation of financial instruments, being financial assets, loans and receivables, cash and financial
liabilities and commitments. In case no other principles are mentioned, refer to the accounting principles as described in
the consolidated financial statements. For an appropriate interpretation of these statutory financial statements, the company
financial statements should be read in conjunction with the consolidated financial statements.
Information on the use of financial instruments and on related risks for the group is provided in the notes to the
consolidated financial statements of the group.
All amounts are presented in U.S. dollars rounded to the nearest thousand, unless otherwise indicated.
Participating interests in group companies
Group companies are all entities in which the Company has directly or indirectly control. The Company controls an entity
when it is exposed, or has rights, to variable returns from its involvement with the group company and has the ability to
affect those returns through its power over the group company. Group companies are recognized from the date on which
control is obtained by the Company and derecognized from the date that control by the Company over the group company
ceases. Participating interests in group companies are accounted for in the company financial statements according to the
net equity value, with separate presentation of the goodwill component under intangible fixed assets, with the principles for
the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the
consolidated financial statements.
Participating interests with a negative net asset value are valued at nil. This measurement also covers any receivables
provided to the participating interests that are, in substance, an extension of the net investment. In particular, this relates to
loans for which settlement is neither planned nor likely to occur in the foreseeable future. A share in the profits of the
participating interest in subsequent years will only be recognized if and to the extent that the cumulative unrecognized
share of loss has been absorbed. If the Company fully or partially guarantees the debts of the relevant participating
interest, or if has the constructive obligation to enable the participating interest to pay its debts (for its share therein), then a
provision is recognized accordingly to the amount of the estimated payments by the Company on behalf of the
participating interest.
Share of result of participating interests
The share in the result of participating interests consists of the share of the Company in the result of these participating
interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating
interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered
as not realized.
2. Intangible Fixed Assets
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at the beginning of year
$240,510
$229,407
Currency adjustments
(13,265)
11,103
Balance at end of year
$227,245
$240,510
In 2024 and 2023 , the changes in goodwill resulted from foreign currency translation.
All goodwill is monitored and tested in the consolidated Group as disclosed in Note 12 "Goodwill and Intangible Assets"
of the consolidated financial statements.
3. Tangible Fixed Assets
Property, Plant and Equipment
The changes in property, plant and equipment for the years ended December 31, 2024 and 2023 are as follows:
(in thousands)
2024
2023
Balance at the beginning of year
$537
$624
Additions
3
3
Depreciation
(89)
(90)
Balance at end of year
$451
$537
During 2024 and 2023, $0.5 million and $0.1 million of fully depreciated tangible fixed assets were retired, respectively.
The historic cost as of December 31, 2024 and 2023 for property, plant and equipment was $1.3 million and $1.8
million, respectively. As of December 31, 2024 and 2023, accumulated amortization was $0.8 million and $1.3 million,
respectively.
Right-of-use Assets
Right of use assets consist primarily of office and buildings, subject to lease arrangements.
4. Financial Fixed Assets
Financial Assets
At December 31, 2024 and 2023 , the Company holds investments as summarized in the following table:
(in thousands)
2024
2023
Unquoted equity securities
$406
$656
Unquoted debt securities
489,437
389,698
Financial assets
$489,843
$390,354
thereof current financial assets
$489,437
$389,698
thereof non-current financial assets
$406
$656
Information on the accounting for these financial assets is provided in Note 7 "Financial Assets" to the Consolidated
Financial Statements of the Group.
Financial Fixed Assets
Financial fixed assets include our investments in subsidiaries, loans to our subsidiaries and investments in other interests
where we have a significant influence. The financial fixed assets are presented in the balance sheet based on either their
net asset value in accordance with the aforementioned accounting principles of the Consolidated Financial Statements, or
at amortized cost. There are no indications the fair value of the financial assets are lower than the values as presented in
the balance sheet as of December 31, 2024.
(in thousands)
Total
 
Participating
interests in group
companies
Loans
receivable
Other
participating
interests
January 1, 2023
$5,129,791
$3,160,164
$1,961,653
$7,974
Capital payments / additions
213,227
191,298
19,550
2,379
Sales / repayments
(190,848)
(4,052)
(186,796)
—
Dividends received
(175,923)
(175,923)
—
—
Results from participating interests, after tax
302,605
303,352
—
(747)
Net actuarial gains
167
167
—
—
Translation adjustments
70,535
(8,399)
78,934
—
Other
(32,134)
(32,134)
—
—
December 31, 2023
$5,317,420
$3,434,473
$1,873,341
$9,606
(in thousands)
Total
 
Participating
interests in group
companies
Loans
receivable
Other
participating
interests
January 1, 2024
$5,317,420
$3,434,473
$1,873,341
$9,606
Capital payments / additions
1,500,562
1,339,310
158,559
2,693
Sales / repayments
(21,183)
(12,689)
(8,494)
—
Reclassified to current receivable (1)
(769,223)
—
(769,223)
—
Contributed to subsidiary
(750,000)
—
(750,000)
—
Impairment
(1,975)
—
—
(1,975)
Dividends received
(355,620)
(355,620)
—
—
Results from participating interests, after tax
108,407
106,924
—
1,483
Net actuarial loss
(530)
(530)
—
—
Translation adjustments
(164,203)
(68,743)
(95,460)
—
Other
37,015
37,843
(828)
—
December 31, 2024
$4,900,670
$4,480,968
$407,895
$11,807
(1) Reclassified to current receivable and subsequently repaid during the year.
Loans receivable are related to loans with subsidiaries and comprise loans denominated in euro, Swiss franc, British
pound, and U.S. dollar with maturities between May 2025 and December 2029, repayable at maturity or at any time
prior to maturity. Interest on loans receivable is calculated based upon agreed contractual interest rates, with intercompany
loans priced at arm’s length, taking into account factors like the credit quality of the counterparty, tax implications, swap
rates, country risks and currency risks.
Refer to Note 11 "Subsidiaries" for a list of our main subsidiaries.
Other Financial Fixed Assets
Other financial fixed assets primarily consist of prepayments and as of December 31, 2024 and 2023 totaled $2.9 million
and $4.7 million, respectively.
5. Trade and Other Receivables
The receivables are carried at amortized cost, which is a reasonable approximation of fair value given the short maturities
of the positions. All receivables have a maturity shorter than one year.
Receivables from Group Companies
The receivables from group companies includes intercompany accounts receivables, receivables from the group related to
amounts due under stock plan reimbursement agreements and intercompany short-term loans receivable. At the
consolidated Group, cash and liquidity needs are managed through in-house banking agreements, including observing
and managing intercompany receivables and intercompany payables across the various group companies. In this process,
intercompany balances can earn interest income or incur interest expense depending on the position, with interest charged
at arms-length interest rates. QIAGEN N.V. recorded a net settlement of $7.9 million and $7.2 million of financial income
from these transactions for the years ended December 31, 2024 and 2023, respectively.
(in thousands)
2024
2023
Intercompany accounts receivable
$816,890
$1,119,897
Intercompany receivables related to stock plan reimbursement agreements
$80,585
$105,920
Intercompany short-term loans receivable
341,534
—
Receivables from Group Companies
$1,239,009
$1,225,817
Prepaid and Other Current Assets
Prepaid expenses and other current assets are summarized as follows as of December 31, 2024 and 2023:
(in thousands)
2024
2023
Cash collateral
$3,246
$87,666
Other receivables
10,564
17,090
Income taxes receivable
—
4,392
Prepaid expenses
1,201
1,670
Value-added tax
188
152
Other current assets
$15,199
$110,970
The cash collateral asset represent amounts we may receive under bilateral collateralization contracts that we have agreed
with almost all of our counterparties with whom we had entered into cross-currency swaps, interest rate swaps or foreign
exchange contracts. Under these contracts, we will receive or provide cash collateral, as the case may be, for the net
position with each of these counterparties.
6. Common Shares
The authorized classes of our shares consist of Common Shares, Preference Shares and Financing Preference Shares. No
Financing Preference Shares or Preference Shares have been issued. The Company had the following authorized shares
issued and outstanding as of December 31, 2024 and 2023:
Authorized (in thousands)
2024
2023
Common shares
410,000
410,000
Preference shares
450,000
450,000
Financing preference shares
40,000
40,000
At December 31st
900,000
900,000
Issued and outstanding (in thousands)
2024
2023
Common shares issued
223,904
230,829
Treasury shares
(1,614)
(2,627)
Outstanding at December 31st
222,290
228,202
Par value in EUR per share
2024
2023
Common shares
0.01
0.01
Preference shares
0.01
0.01
Financing preference shares
0.01
0.01
Par value (in thousands)
2024
2023
Common shares issued at December 31st in EUR
2,239
2,308
Common shares issued at December 31st in USD
2,423
2,496
7. Equity
Share Premium
The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares
(above par income). Of share premium, no legal restrictions apply to the distribution thereof and therefore can be
considered freely distributable.
Legal Reserves
Legal reserves as of December 31, 2024 and 2023 were $(381.2) million and $(347.1) million, respectively, and include
the following amounts:
(in thousands)
2024
2023
Cumulative foreign currency translation adjustment
($422,811)
($353,180)
Capitalized development costs related to subsidiaries
47,655
43,482
Share in results from equity accounted investees
3,203
—
Cash flow hedge reserve
(9,287)
(37,371)
Legal reserves
($381,240)
($347,069)
The legal reserves set up in connection with the capitalized development costs related to subsidiaries as described in Note
12 "Goodwill and Intangible Assets" to the Consolidated Financial Statements of the Group. As a result of the
capitalization and subsequent amortization of these capitalized development costs, the net impact on the legal reserves
was $4.2 million and $1.0 million for the years ended December 31, 2024 and 2023, respectively. In 2024. we set up 
$3.2 million of legal reserve for our share in results from equity accounted investees.
Other Reserves
Other reserves as of December 31, 2024 and 2023 include the amounts as follows:
(in thousands)
2024
2023
Pension reserve, net of tax
$282
$812
8. Financial Debts and Payables to Group Companies
Financial Debts
Information on the current and non-current portions of our financial debts are provided under Note 16 "Financial Debts" to
the Consolidated Financial Statements of the Group.
Certain of our debt agreements contain financial and non-financial covenants, including but not limited to, restrictions on
the encumbrance of assets, restrictions on priority indebtedness and maintenance of certain financial ratios. We were in
compliance with these covenants at December 31, 2024.
Of the total $1.3 billion financial debts as of December 31, 2024 , $53.5 million is included in current liabilities and $1.3
billion is included in non-current liabilities in the accompanying balance sheet of QIAGEN N.V.
During the years ended December 31, 2024 and 2023, financial expense of $82.5 million and $108.9 million,
respectively, is included in the accompanying income statement of QIAGEN N.V. and is primarily associated with these
financial debts.
Payables to Group Companies
The payables to group companies include intercompany accounts payable and intercompany short-term loans payable. The
payables are carried at amortized cost, which is a reasonable approximation of fair value given the short maturities of the
positions. At the consolidated Group, cash and liquidity needs are managed through in-house banking agreements,
including observing and managing intercompany receivables and intercompany payables across the various group
companies. In this process, intercompany balances can earn interest income or incur interest expense depending on the
position, with interest charged at arms-length interest rates. QIAGEN N.V. recorded a net settlement of $36.3 million and
$53.3 million of financial expense from these transactions for the years ended December 31, 2024 and 2023,
respectively.
(in thousands)
2024
2023
Intercompany accounts payable
$2,335,577
$2,327,679
Intercompany short-term loans payable
48,772
47,011
Payables to Group Companies
$2,384,349
$2,374,690
9. Financial Instruments
Information on the use of financial instruments and on related risks is provided in Note 26 "Financial Risk Factors and Use
of Derivative Financial Instruments" to the Consolidated Financial Statements of the Group and includes information about
the Group's exposure to these risks, the Group's objectives, policies and processes for measuring and managing risk, and
the Group's management of capital.
These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply
also to the separate financial statements of QIAGEN N.V.
In the ordinary course of business, we use derivative instruments to manage potential losses from foreign currency
exposures and interest bearing assets or liabilities as further described in Note 26 to the Consolidated Financial Statements
of the Group. For the years ended December 31, 2024 and 2023, gains and losses on these derivatives instruments are
included in Other financial results in the accompanying income statements of QIAGEN N.V.
Guarantees
It is our general group policy to ensure that our subsidiaries have access to sufficient financial and other resources to
conduct their respective business. It is our intention to provide necessary support to ensure that subsidiaries continue as a
going concern and from time to time, the Company has issued letters of comfort to third parties in connection with
transactions entered into by our subsidiaries.
The Company has issued €8.2 million (approximately $8.5 million) of letters of credit guaranteeing various beneficiaries to
cover for nonpayment on behalf of QIAGEN N.V. as well as its designated subsidiaries in the event of a default.
QIAGEN N.V. has issued financial support letters and declarations of joint and several liability in accordance with article
403 Part 9 of Book 2 of The Dutch Civil Code with respect to the following Dutch subsidiaries: QIAGEN Distribution B.V.
and QIAGEN Benelux B.V. As of December 31, 2024, there are no actual liabilities arising from the issuance of these
letters and declarations.
Furthermore, QIAGEN N.V. has guaranteed all liabilities outstanding at December 31, 2024, until all are satisfied in full,
as follows:
• in accordance with section 264 III of the German Commercial Code with respect to the following German subsidiaries:
QIAGEN GmbH (registered under HRB 45822 Trade Register Düsseldorf, Germany), DIALUNOX GmbH (registered
under HRB 590384 Trade Register Freiburg im Breisgau, Germany) and QIAGEN Hamburg GmbH (registered under
HRB 71271 Trade Register Düsseldorf, Germany);
• in accordance with section 479C of the U.K. Companies Act 2006 with respect to the following U.K. subsidiaries:
QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies
Systems Limited (registration #11562019);
• in accordance with the Swedish Companies Act (Aktiebolagslagen) with respect to QIAGEN DNA Synthesis AB
(corporate registration #556378-5046); and
• in accordance with the Danish Act on Companies (Selskabsloven) with respect to QIAGEN Aarhus A/S (registration
#28305087).
10. Income Tax
The reconciliation of income taxes from the Dutch statutory rate to the effective tax rate is as follows:
(in thousands)
2024
2023
Amount
Percent
Amount
Percent
Income before income taxes
($45,800)
—
$183,784
—
At Dutch statutory income tax rate
(11,816)
25.8%
47,416
25.8%
(Deductible) non-deductible expenses
16,500
(36.0)%
(35,972)
(19.6)%
Tax exempt income
(184)
0.4%
(193)
(0.1)%
Adjustment in valuation of deductible losses
—
—%
(9,601)
(5.2)%
Other items
(1,704)
3.7%
(69)
—%
Total income tax
$2,796
(6.1)%
$1,581
0.9%
Together with Life Biotech Partners B.V., the Company forms a fiscal unity for corporate income tax purposes. For value-
added tax purposes, the fiscal unity includes all Dutch subsidiaries of the Company. The standard conditions of fiscal unity
stipulate that each of the companies is liable for the tax payable of all companies belonging to the fiscal unity.
11. Subsi diar ies
The following is a list of the Company's subsidiaries as of December 31, 2024 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary. A list of subsidiaries has been filed with the Chamber of Commerce in
Roermond, the Netherlands, in April 2025 and is available from the Company upon request.
Company Name
Jurisdiction
of Incorporation
Ownership
Voting Rights
Amnisure International LLC
U.S.
100%
100%
DIALUNOX GmbH i. L.
Germany
100%
100%
Life Biotech Partners B.V.
Netherlands
100%
100%
NeuMoDx Molecular, Inc.
U.S.
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V.
Netherlands
100%
100%
QIAGEN Beverly LLC
U.S.
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN China (Shanghai) Co., Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V.
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
U.S.
100%
100%
QIAGEN Gdańsk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH
Germany
100%
100%
QIAGEN Hamburg GmbH
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Ltd.
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems GmbH
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Systems Ltd.
U.K.
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
U.S.
100%
100%
QIAGEN Ltd.
U.K.
100%
100%
QIAGEN Luxembourg S.à r.l.
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
U.K.
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings, Inc.
U.S.
100%
100%
QIAGEN POLAND INVEST Fundusz Inwestycyjny Zamknięty
Aktywów Niepublicznych
Poland
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
U.S.
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences, LLC
U.S.
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
U.S.
100%
100%
12. Employee Information
Employees
The average number of employees employed in the Netherlands during the year ended December 31, 2024 was 57
(2023: 59).
Personnel Costs
Personnel costs for the Company amounted to $2.1 million in 2024 (2023 : $2.3 million ) as further detailed below by
functional area in which the respective employee works.
(in thousands)
2024
2023
Salaries and wages
$1,851
$2,180
Social security and pension
146
126
Other
84
13
Personnel costs
$2,081
$2,319
The employee pension plans are financed through contributions to external pension insurance companies. The contribution
due is accounted for in the profit and loss as an expense. Prepaid contributions are recognized as deferred assets if these
lead to a refund or reduction of future payments. Contributions that are due but have not yet been paid are presented as
liabilities.
13. Related Party Transactions
Information on related party transactions including remuneration of the members of the Managing and Supervisory Board
is provided under Note 24 "Related Party Transactions" to the Consolidated Financial Statements of the Group. Information
on the remuneration policy is provided in the Corporate Governance Report .
14. Auditor Fees
Information on auditor fees is provided under Note 29 "Fees Paid to External Auditors" to the Consolidated Financial
Statements of the Group.
15. Subsequent Events
Based on the Company’s review, no events or transactions have occurred subsequent to December 31, 2024 other than
those described in Note 30 "Subsequent Events" to the Consolidated Financial Statements, that would have a material
impact on the financial statements as presented.
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Provisions in the Articles of Association Governing the Appropriation of Net Income
According to Article 40 till 42 of the Articles of Association, the allocation of net income will be as follows. Subject to
certain exceptions, dividends may only be paid out of profits as shown in our annual report as adopted by the General
Meeting of Shareholders. Distributions may not be made if the distribution would reduce the shareholders’ equity below the
sum of the paid-up capital and any reserves required by Dutch Law or the Articles.
Out of profits, dividends must first be paid on any outstanding Preference Shares (the “Preference Share Dividend”) in a
percentage (the “Preference Share Dividend Percentage”) of the obligatory amount (call) paid up on such shares at the
beginning of the fiscal year in respect of which the distribution is made. The Preference Share Dividend Percentage is equal
to the Average Main Refinancing Rates during the financial year for which the distribution is made. Average Main
Refinancing Rate shall be made understood to mean the average value on each individual day during the financial year for
which the distribution is made of the Main Refinancing Rates prevailing on such day. Main Refinancing Rate shall be
understood to mean the rate of the Main Refinancing Operation as determined and published from time to time by the
European Central Bank. If and to the extent that profits are not sufficient to pay the Preference Share Dividend in full, the
deficit shall be paid out of the reserves, with the exception of any reserve, which was formed as share premium reserve
upon the issue of Financing Preference Shares. If in any fiscal year the profit is not sufficient to make the distributions
referred to above and if no distribution or only a partial distribution is made from the reserves referred to above, such that
the deficit is not fully made good no further distributions will be made as described below until the deficit has been made
good.
Out of profits remaining after payment of any dividends on Preference Shares such amounts shall be kept in reserve as
determined by the Supervisory Board. Out of any remaining profits not allocated to reserve, a dividend shall be paid on
the Financing Preference Shares in a percentage over the par value, increased by the amount of share premium that was
paid upon the first issue of Financing Preference Shares, which percentage is related to the average effective yield on the
prime interest rate on corporate loans in the United States as quoted in the Wall Street Journal. If and to the extent that the
profits are not sufficient to pay the Financing Preference Share Dividend in full, the deficit may be paid out of the reserves if
the Managing Board so decides with the approval of the Supervisory Board, with the exception of the reserve which was
formed as share premium upon the issue of Financing Preference Shares.
Insofar as the profits have not been distributed or allocated to the reserves as specified above, they are at the free disposal
of the General Meeting of Shareholders, provided that no further dividends will be distributed on the Preference Shares or
the Financing Preference Shares.
The General Meeting may resolve, on the proposal of the Supervisory Board, to distribute dividends or reserves, wholly or
partially, in the form of QIAGEN shares.
We are a public company with limited liability ( naamloze vennootschap)
incorporated under Dutch law and registered with the Dutch Trade Register
under file number 12036979. Set forth below is a summary of certain
provisions of our Articles of Association, as lastly amended on January 28,
2025, and Dutch law, where appropriate. The below also contains information
on provisions of the Dutch Corporate Governance Code 2022 (the Dutch
Code), which contains principles of good corporate governance and best
practice provisions that regulate relations between the Managing Board, the
Supervisory Board and the Shareholders. The principles and provisions are
aimed at defining responsibilities for sustainable long-term value creation, risk
control, effective management and supervision, remuneration and the
relationships with Shareholders, including the General Meeting, and other
stakeholders. A listed company should either comply or, if not, explain in its
management report why, and to what extent, it does not comply with the
principles of the Dutch Code. The Dutch Code has been taken into account in
the summary below.
This summary does not purport to be complete and is qualified in its entirety by
reference to the Articles of Association, Dutch Law and the Dutch Code.
Corporate Purpose
Our objectives include, without limitation, the performance of activities in the
biotechnology industry as well as incorporating, acquiring, participating in,
financing, managing and having any other interest in companies or enterprises
of any nature, raising and lending funds and such other acts as may be
conducive to our business.
Managing Directors
QIAGEN shall be managed by a Managing Board consisting of one or more
Managing Directors under the supervision of the Supervisory Board. The
Managing Board is responsible for our continuity and our affiliated enterprise.
The Managing Board focuses on our sustainable long-term value creation and
our affiliated enterprise, taking into account the impact the actions of the
Company and its affiliated enterprise have on people, the environment and our
stakeholders' interests that are relevant in this context, which include, but are
not limited to, our shareholders. Managing Directors shall be appointed by the
General Meeting upon a binding nomination by the joint meeting of the
Supervisory Board and the Managing Board (Joint Meeting). However, the
General Meeting may at all times overrule the binding nature of such a
nomination by a resolution adopted by at least a two-thirds majority of the votes
cast, if such majority represents more than half the issued share capital. This is
different from the provisions of many American corporate statutes, including the
Delaware General Corporation Law, which give the directors of a corporation
greater authority in choosing the executive officers of a corporation. Under our
Articles of Association, the General Meeting may suspend or dismiss a
Managing Director at any time by a resolution adopted by at least a two-thirds
majority of the votes cast, if such majority represents more than half of the
issued share capital, or by a simple majority of votes cast without any quorum
requirements required to be satisfied, if the suspension or dismissal is proposed
by the Joint Meeting. The Supervisory Board shall also at all times be entitled to
suspend (but not to dismiss) a Managing Director. The Articles of Association
provide that the Supervisory Board may adopt management board rules
governing the internal organization of the Managing Board.
Furthermore, the Supervisory Board shall determine the salary, the bonus, if
any, and the other compensation terms and conditions of service of the
Managing Directors within the scope of the remuneration policy. The current
remuneration policy of the Managing Board was adopted in our Annual
General Meeting on June 29, 2021.
Resolutions of the Managing Board shall be validly adopted, if adopted by
simple majority of votes, at least one of whom voting in favor of the proposal
must be the Chairman. Each Managing Director has the right to cast one vote.
Under Dutch law, in the event that there is a conflict of interest between a
Managing Director and us and our business on a certain matter, that Managing
Director shall not participate in the discussions and voting on that matter. If all
Managing Directors have a conflict of interest, such resolution shall be adopted
by the Supervisory Board. If all Supervisory Directors have a conflict of interest
as well, the General Meeting will be authorized to resolve on the matter.
According to the Dutch Code, any conflict of interest between the Company
and Managing Directors should be prevented. To avoid conflicts of interest,
adequate measures should be taken. Under the Dutch Code, the Supervisory
Board is responsible for the decision-making on dealing with conflicts of interest
regarding Managing Directors, Supervisory Directors and majority shareholders
in relation to us. A Managing Director should report any potential conflict of
interest in a transaction that is of material significance to the Company and/or
to such Managing Director to the Chairman of the Supervisory Board and to the
other members of the Managing Board without delay. The Supervisory Board
should decide, outside the presence of the Managing Director concerned,
whether there is a conflict of interest. All transactions in which there are
conflicts of interest with Managing Directors shall be agreed on terms that are
customary in the sector concerned. Decisions to enter into transactions under
which a Managing Director would have a conflict of interest that are of material
significance to QIAGEN and/or to the Managing Director concerned, require
the approval of the Supervisory Board.
Supervisory Directors
The Supervisory Board shall be responsible for supervising the policy pursued
by the Managing Board and our general course of affairs. Under our Articles of
Association, the Supervisory Directors are required to serve the interests of our
Company and our business and the interest of all stakeholders (which includes,
but is not limited to, our shareholders) in fulfilling their duties. The Supervisory
Board shall consist of such number of members as the Joint Meeting may, from
time to time, determine, with a minimum of three members. The Supervisory
Directors shall be appointed by the General Meeting upon the Joint Meeting
having made a binding nomination for each vacancy. However, the General
Meeting may at all times overrule the binding nature of such a nomination by a
resolution adopted by at least a two-thirds majority of the votes cast, if such
majority represents more than half the issued share capital. If, during a
financial year, a vacancy occurs in the Supervisory Board, the Supervisory
Board may appoint a Supervisory Director who will cease to hold office at the
next Annual General Meeting, provided that the number of Supervisory
Directors that may be appointed in this manner is limited to one-third of the
number of Supervisory Directors determined by the Joint Meeting. This is
different from the provisions of many American corporate statutes, including the
Delaware General Corporation Law, which provides that directors may vote to
fill vacancies on the board of directors of a corporation. Under our Articles of
Association, the General Meeting may suspend or dismiss a Supervisory
Director at any time by a resolution adopted by at least a two-thirds majority of
the votes cast, if such majority represents more than half of the issued share
capital, or by a simple majority of votes cast without any quorum requirements
required to be satisfied, if the suspension or dismissal is proposed by the Joint
Meeting.
Under Dutch law, in the event that there is a conflict of interest between a
Supervisory Director and us and our business on a certain matter, that
Supervisory Director shall not participate in the discussions and voting on that
matter. Under the Dutch Code, a Supervisory Director should report any conflict
of interest or potential conflict of interest in a transaction that is of material
significance to the Company and/or to such Supervisory Director to the
Chairman of the Supervisory Board without delay. The Supervisory Board
should decide, outside the presence of the Supervisory Director concerned,
whether there is a conflict of interest. If all Supervisory Directors have a conflict
of interest, the relevant resolution shall be adopted by the General Meeting. All
transactions in which there are conflicts of interest with Supervisory Directors
shall be agreed on terms that are customary in the sector concerned. Decisions
to enter into transactions under which a Supervisory Director would have a
conflict of interest that are of material significance to QIAGEN and/or to the
Supervisory Director concerned, require the approval of the Supervisory Board.
In accordance with Dutch law and the Dutch Code, the General Meeting
determines the compensation of the Supervisory Directors upon the proposal of
the Compensation & Human Resources Committee with due observance of the
remuneration policy for Supervisory Directors as adopted at the 2024 Annual
General Meeting. Under the Dutch Code, any shares held by a Supervisory
Director in the Company on whose board he or she sits should be long-term
investments.
Liability of Managing Directors and Supervisory Directors
Under Dutch law, as a general rule, Managing Directors and Supervisory
Directors are not liable for obligations we incur. Under certain circumstances,
however, they may become liable, either towards QIAGEN (internal liability) or
to others (external liability), although some exceptions are described below.
Liability towards QIAGEN
Failure of a Managing Director or Supervisory Director to perform his or her
duties does not automatically lead to liability. Liability is only incurred in the
case of a clear, indisputable shortcoming about which no reasonably judging
business-person would have any doubt. In addition, the Managing Director or
Supervisory Director must be deemed to have been grossly negligent.
Managing Directors are jointly and severally liable for failure of the Managing
Board as a whole, but an individual Managing Director will not be held liable
if he or she is determined not to have been responsible for the mismanagement
and has not been negligent in preventing the consequences. Supervisory
Directors are jointly and severally liable for failure of the Supervisory Board as
a whole, but an individual Supervisory Director will not be held liable if he or
she is determined not to have been responsible for the mismanagement and has
not been negligent in preventing the consequences.
Liability for Misrepresentation in Annual Accounts
Managing Directors and Supervisory Directors are also jointly and severally
liable to any third party for damages suffered as a result of misrepresentation in
the annual accounts, management commentary or interim statements of
QIAGEN, although a Managing Director or Supervisory Director will not be
held liable if found not to be personally responsible for the misrepresentation.
Moreover, a Managing Director or Supervisory Director may be found to be
criminally liable if he or she deliberately publishes false annual accounts or
deliberately allows the publication of such false annual accounts.
Tort Liability
Under Dutch law, there can be liability if one has committed a tort
(onrechtmatige daad) against another person. Although there is no clear
definition of “tort” under Dutch law, breach of a duty of care towards a third
party is generally considered to be tort. Therefore, a Dutch corporation may be
held liable by any third party under the general rule of Dutch laws regarding
tort claims. In exceptional cases, Managing Directors and Supervisory Directors
have been found liable on the basis of tort under Dutch common law, but it is
generally difficult to hold a Managing Director or Supervisory Director
personally liable for a tort claim. Shareholders cannot base a tort claim on any
losses which derive from and coincide with losses we suffered. In such cases,
only we can sue the Managing Directors or Supervisory Directors.
Criminal Liability
Under Dutch law, if a legal entity has committed a criminal offense, criminal
proceedings may be instituted against the legal entity itself as well as against
those who gave order to or were in charge of the forbidden act. As a general
rule, it is held that a Managing Director is only criminally liable if he or she
played a reasonably active role in the criminal act.
Indemnification
Article 27 of our Articles of Association provides that we shall indemnify every
person who is or was a Managing Director or Supervisory Director against all
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement with respect to any threatened pending or completed action, suit or
proceeding as well as against expenses (including attorneys’ fees) actually and
reasonably incurred in connection with the defense or settlement of an action or
proceeding, if such person acted in good faith and in a manner he or she
reasonably could believe to be in or not opposed to our best interests. An
exception is made in respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable for gross negligence or willful
misconduct in the performance of his or her duty to us.
Classes of Shares
The authorized classes of our shares consist of Common Shares, Financing
Preference Shares and Preference Shares. No Financing Preference Shares or
Preference Shares have been issued.
Common Shares
Common Shares are issued in registered form only. No share certificates are
issued for Common Shares and Common Shares are registered in our
shareholders' register with Equiniti Trust Company, LLC, our transfer agent and
registrar in New York.
The transfer of registered shares requires a written instrument of transfer and the
written acknowledgment of such transfer by us or the New York Transfer Agent
(in our name).
Financing Preference Shares
No Financing Preference Shares are currently issued or outstanding. If issued,
Financing Preference Shares will be issued in registered form only. No share
certificates are issued for Financing Preference Shares. Financing Preference
Shares must be fully paid up upon issue. The preferred dividend rights attached
to Financing Preference Shares are described under “Dividends” below. We
have no present plans to issue any Financing Preference Shares.
Preference Shares
No Preference Shares are currently issued or outstanding. If issued, Preference
Shares will be issued in registered form only. No share certificates shall be
issued for Preference Shares. Only 25% of the nominal value thereof is required
to be paid upon subscription for Preference Shares. The obligatory payable
part of the nominal amount (or the call) must be equal for each Preference
Share. The Managing Board may, subject to the approval of the Supervisory
Board, resolve on which day and up to which amount a further call must be
paid on Preference Shares which have not yet been paid up in full. The
preferred dividend rights attached to Preference Shares are described under
“Dividends” below.
Pursuant to our Articles of Association, QIAGEN’s Supervisory Board is entitled,
if and in so far as the Supervisory Board has been designated by our General
Meeting, to resolve to issue Preference Shares in the event that (i) any person
who alone or with one or more other persons, directly or indirectly, have
acquired or given notice of an intent to acquire (beneficial) ownership of an
equity stake which in aggregate equals 20% or more of our share capital then
outstanding, or (ii) the Supervisory Board has determined a person to be an
“adverse person.” For this purpose, an “adverse person” is generally
any (legal) person, alone or together with affiliates or associates, with an equity
stake in our Company which the Supervisory Board considers to be substantial,
which must be at least 10% of the issued share capital, and where the
Supervisory Board is of the opinion that this (legal) person has engaged in an
acquisition that is intended to cause or pressure QIAGEN to enter into
transactions intended to provide such person with short-term financial gain
under circumstances that would not be in the interest of QIAGEN and our
shareholders or whose ownership is reasonably likely to cause a material
adverse impact on our business prospects. Currently, the Supervisory Board has
not been designated to issue Preference Shares.
On August 2, 2004, we entered into an agreement (Option Agreement) with
Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently
amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was
granted an option to acquire such number of Preference Shares as are equal to
the total number of all outstanding Common Shares minus one in our share
capital at the time of the relevant exercise of the right. SPAQ may exercise its
right to acquire the Preference Shares in all situations that it believes that our
interest or our stakeholders' interests are at risk (which situations include but are
not limited to (i) receipt of a notification from the Managing Board that a
takeover is imminent, and (ii) receipt of a notification from the Managing Board
that one or more activist shareholders take a position that is not in the interest of
QIAGEN, our shareholders or our other stakeholders), provided that the
conditions mentioned in the previous paragraph have been met. Due to the
implementation of the EC Directive on Takeover Bids in Dutch legislation, the
exercise of the option to acquire Preference Shares by SPAQ and the
subsequent issuance of Preference Shares to SPAQ needs to be done with due
observance and in consideration of the restrictions imposed by the Public Offer
Rules.
SPAQ was incorporated on August 2, 2004. Its principal office is located at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to
protect our interests and our enterprise and the enterprises of companies which
are linked to us. SPAQ shall attempt to accomplish its objectives by way of
acquiring Preference Shares in the share capital of QIAGEN and to exercise
the voting rights in our interests and the interests of our stakeholders.
The board of SPAQ shall consist of at least two directors. Upon incorporation of
SPAQ, two members were appointed to the board of SPAQ who resigned in
2019. In December 2019, two new members were appointed. After serving on
the board of SPAQ for four years, at the end of 2023, each of these board
members were reappointed for an additional two year term. The board of
SPAQ may appoint additional members to the board. Board resolutions will be
adopted by unanimity of the votes cast. SPAQ will be represented either by its
board or by the chairman of its board.
Issuance of shares
Under our Articles of Association, the Supervisory Board has the power to issue
Shares, determine the issue price and establish further conditions of any such
issuance, provided that it has been authorized by the General Meeting to do
so. The authorization referred to in the preceding sentence can only be granted
for a specific period of time not exceeding five years and may be extended in
the same manner. If there is no designation of the Supervisory Board to issue
shares in force, the General Meeting shall have authority to issue shares, but
only upon the proposal of, and in accordance with the issue price and further
conditions as determined by, the Supervisory Board. For these purposes,
issuances of shares include the granting of rights to subscribe for shares, such
as options and warrants, but not the issue of shares upon exercise of such
rights.
On June 21, 2024, the General Meeting resolved to authorize the Supervisory
Board until December 21, 2025, to issue Common Shares and Financing
Preference Shares or grant rights to subscribe for such shares, the aggregate
par value of which shall be equal to the aggregate par value of 50% of the
shares issued and outstanding in the capital of the Company as of December
31, 2023, as included in the Annual Accounts for Calendar Year 2023.
Pre-emptive Rights
Under our Articles of Association, existing holders of Common Shares will have
pre-emptive rights in respect of future issuances of Common Shares in
proportion to the number of Common Shares held by them, unless limited or
excluded as described below. Holders of Common Shares shall not have pre-
emptive rights in respect of future issuances of Financing Preference Shares or
Preference Shares. Holders of Financing Preference Shares and Preference
Shares shall not have pre-emptive rights in respect of any future issuances of
share capital. Pre-emptive rights do not apply with respect to shares issued
against contributions other than in cash or shares issued to employees of the
Company or one of our group companies. Under our Articles of Association,
the Supervisory Board has the power to limit or exclude any pre-emptive rights
to which shareholders may be entitled, provided that it has been authorized by
the General Meeting to do so. The authority of the Supervisory Board to limit or
exclude pre-emptive rights can only be exercised if, at that time, the Supervisory
Board's authority to issue shares is in full force and effect. The authority to limit
or exclude pre-emptive rights may be extended in the same manner as the
authority to issue shares. If there is no designation of the Supervisory Board to
limit or exclude pre-emptive rights in force, the General Meeting shall have
authority to limit or exclude such pre-emptive rights, but only upon the proposal
of the Supervisory Board.
Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or
(ii) to designate the Supervisory Board as the corporate body that has the
authority to limit or exclude pre-emptive rights, require a majority of at least
two-thirds of the votes cast in a meeting of shareholders if less than 50% of the
issued share capital is present or represented. For these purposes, issuances of
shares include the granting of rights to subscribe for shares, such as options
and warrants, but not the issue of shares upon exercise of such rights.
On June 21, 2024, the General Meeting resolved to grant the authority to
restrict or exclude pre-emptive rights until December 21, 2025. However, the
General Meeting has limited this authority in a way that the Supervisory Board
can only exclude or limit the pre-emptive rights in relation to no more than 10%
of the aggregate par value of all shares issued and outstanding in the capital of
the Company as of December 31, 2023.
Acquisition of Our Own Shares
We may acquire our own shares, subject to certain provisions of Dutch law and
our Articles of Association, if (i) shareholders’ equity less the payment required
to make the acquisition does not fall below the sum of paid-up and called-up
capital and any reserves required by Dutch law or the Articles of Association,
and (ii) we and our subsidiaries would not thereafter hold shares with an
aggregate nominal value exceeding half of our issued share capital. Shares
that we hold in our own capital or shares held by one of our subsidiaries may
not be voted. The Managing Board, subject to the approval of the Supervisory
Board, may effect the acquisition of shares in our own capital. Our acquisitions
of shares in our own capital may only take place if the General Meeting has
granted the authority to effect such acquisitions to the Managing Board. Such
authority may apply for a maximum period of eighteen months and must specify
the number of shares that may be acquired, the manner in which shares may
be acquired and the price limits within which shares may be acquired. Dutch
corporate law allows for the authorization of the Managing Board to purchase
a number of shares equal to up to 50% of the Company’s issued share capital
on the date of the acquisition. On June 21, 2024, the General Meeting
resolved to extend the authorization of the Managing Board in such manner
that the Managing Board may, for the 18-month period beginning
June 21, 2024, until December 21, 2025, cause us to acquire shares in our
own share capital, up to 10% of the Company's issued share capital on the
date of the acquisition and provided that the Company or any subsidiary shall
not hold more than 10% of the Company's issued share capital at any time,
without limitation at a price between one euro cent (euro 0.01) and one
hundred ten percent (110%) of the higher of the average closing price of our
shares on the New York Stock Exchange or, as applicable, the Frankfurt Stock
Exchange, for the five trading days prior to the day of purchase, or, with
respect to Preference and Financing Preference shares, against a price between
one euro cent (euro 0.01) and three times the issuance price and in
accordance with applicable provisions of Dutch law and our Articles of
Association.
Synthetic share repurchase
During the Annual General Meeting held on June 21, 2024, the General
Meeting approved a proposal to allow the Managing Board, subject to the
approval of the Supervisory Board, to, during a period of 18 months from the
date of the Annual General Meeting, i.e., until December 21, 2025, adjust the
Company's capital structure and to repay capital to our shareholders via a
synthetic share repurchase within predetermined boundaries. The key
consequences of such a synthetic share repurchase included: (i) an amount to
be determined by the Managing Board, subject to the approval of the
Supervisory Board, of up to a maximum $300 million would be paid to our
shareholders as a capital repayment, and (ii) the number of outstanding
Common Shares would at least be decreased by a number of Common Shares
approximately equal to the number of Common Shares that the Company,
theoretically, could have repurchased for the aggregate amount repaid to our
shareholders.
For more information on the synthetic share repurchase, refer to the explanatory
notes to agenda item 17 in the proxy statement relating to the Annual General
Meeting of June 21, 2024 as well as our press release of January 16, 2025.
Capital Reduction
Subject to the provisions of Dutch law and our Articles of Association, the
General Meeting may, upon the proposal of the Supervisory Board, resolve to
reduce the issued share capital by (i) canceling shares, or (ii) reducing the
nominal value of shares through an amendment of our Articles of Association.
Cancellation with repayment of shares or partial repayment on shares or
release from the obligation to pay up may also be made or given exclusively
with respect to Common Shares, Financing Preference Shares or Preference
Shares.
Financial Year, Annual Accounts and Independent Registered
Public Accounting Firm
Our financial year coincides with the calendar year. Dutch law requires that
within four months after the end of the financial year, the Managing Board must
make available a report with respect to such financial year, including our
financial statements for such year prepared under International Financial
Reporting Standards and accompanied by an Independent Auditor's Report.
The annual report is submitted to the Annual General Meeting for adoption.
The General Meeting appoints the external auditor of our statutory financial
statements prepared in accordance with International Financial Reporting
Standards and to issue a report thereon. On June 21, 2024, our shareholders
appointed KPMG Accountants N.V. to serve as our external auditor for our
statutory consolidated financial statements prepared in accordance with
International Financial Reporting Standards for the year ended December 31,
2024. Additionally, on June 21, 2024, our shareholders appointed Ernst &
Young Accountants LLP to serve as our external auditor for our statutory
consolidated financial statements prepared in accordance with International
Financial Reporting Standards for the year ending December 31, 2025.
Dividends and Other Distributions
Subject to certain exceptions, dividends may only be paid out of profits as
shown in our annual financial statements as adopted by the General Meeting.
Distributions may not be made if the distribution would reduce shareholders’
equity below the sum of the paid-up and called-up capital and any reserves
required by Dutch law or our Articles of Association.
Out of profits, dividends must first be paid on any outstanding Preference
Shares (the Preference Share Dividend) in a percentage (the Preference Share
Dividend Percentage) of the obligatory call amount paid up on such shares at
the beginning of the financial year in respect of which the distribution is made.
The Preference Share Dividend Percentage is equal to the average main
refinancing rates during the financial year for which the distribution is made.
Average main refinancing rate shall be understood to mean the average value
on each individual day during the financial year for which the distribution is
made of the main refinancing rates prevailing on such day. The main
refinancing rate shall be understood to mean the rate of the Main Refinancing
Operation as determined and published from time to time by the European
Central Bank. If and to the extent that profits are not sufficient to pay the
Preference Share Dividend in full, the deficit shall be paid out of the reserves,
with the exception of any reserve which was formed as share premium reserve
upon the issue of Financing Preference Shares. If, in any financial year, the
profit is not sufficient to make the distributions referred to above and if no
distribution or only a partial distribution is made from the reserves referred to
above, such that the deficit is not fully made good, no further distributions will
be made as described below until the deficit has been made good.
Out of profits remaining after payment of any dividends on Preference Shares,
the Supervisory Board shall determine such amounts as shall be kept in reserve.
Out of any remaining profits not allocated to reserves, a dividend (the
Financing Preference Share Dividend) shall be paid on the Financing Preference
Shares equal to a percentage (the Financing Preference Share Dividend
Percentage) over the nominal value of the Financing Preference Shares,
increased by the amount of share premium that was paid upon the first issue of
Financing Preference Shares. The Financing Preference Shares Dividend
Percentage is a function of the average effective yield on the prime interest rate
on corporate loans in the United States as quoted in the Wall Street Journal,
following the calculation set forth in article 40.4 of our Articles of Association. If
and to the extent that the profits are not sufficient to pay the Financing
Preference Share Dividend in full, the deficit may be paid out of the reserves if
the Managing Board so decides with the approval of the Supervisory Board,
with the exception of the reserve which was formed as share premium upon the
issue of Financing Preference Shares.
Insofar as the profits have not been distributed or allocated to reserves as
specified above, the General Meeting may act to allocate such profits,
provided that no further dividends will be distributed on the Preference Shares
or the Financing Preference Shares.
The Managing Board may, with due observance of Article 2:105 of the Dutch
Civil Code and with the approval of the Supervisory Board, distribute an
interim dividend, if and to the extent that the profits so permit. Interim dividends
may be distributed on one class of shares only.
The General Meeting may resolve on the proposal of the Supervisory Board, to
distribute dividends or reserves, wholly or partially, in the form of shares.
Distributions as described above are payable as from a date to be determined
by the Supervisory Board. Distributions will be made payable at an address or
addresses in the Netherlands, to be determined by the Supervisory Board, as
well as at least one address in each country where the shares are listed or
quoted for trading. The Supervisory Board may determine the method of
payment of cash distributions. Distributions in cash that have not been collected
within five years and two days after they have become due and payable shall
revert to QIAGEN.
Dutch law provides that the declaration of dividends out of the profits that are
at the free disposal of the General Meeting is the exclusive right of the General
Meeting. This is different from the corporate law of most jurisdictions in the
United States, which permits a corporation’s board of directors to declare
dividends.
Shareholder Meetings, Voting Rights and Other Shareholder
Rights
The Annual General Meeting is required to be held within six months after the
end of each financial year for the purpose of, among other things, adopting the
annual accounts and filling of any vacancies on the Managing Board and
Supervisory Board.
Extraordinary General Meetings are held as often as deemed necessary by the
Managing Board or Supervisory Board, or upon a request to the Managing
Board or Supervisory Board by one or more shareholders and other persons
entitled to attend meetings jointly representing (i) at least 40% of our issued
share capital, with those persons jointly being authorized to convene such a
meeting themselves in case the Boards do not timely comply with the request, in
accordance with the Articles of Association, or (ii) at least 10% of our issued
share capital, with those persons jointly being authorized to convene such a
meeting themselves in case the Boards do not timely comply with the request,
but only if and to the extent authorized thereto by a competent Dutch court in
accordance with the laws of the Netherlands.
General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport),
Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a
General Meeting must be given in such manner as shall be authorized by law
including, but not limited to, an announcement published by electronic means
no later than the forty-second day prior to the day of the General Meeting. The
notice will contain the agenda for the meeting or the notice is published along
with the agenda.
The agenda shall contain such subjects to be considered at the General
Meeting, as the persons convening or requesting the meeting shall decide.
Under Dutch law, holders of shares representing solely or jointly at least three
hundredth part of the issued share capital may request QIAGEN, not later than
on the sixtieth day prior to the day of the General Meeting, to include certain
subjects in the notice convening a meeting. No valid resolutions can be
adopted at a General Meeting in respect of subjects which are not mentioned
in the agenda.
Dutch corporate law sets a mandatory (participation and voting) record date for
Dutch listed companies fixed at the twenty-eighth day prior to the day of the
shareholders’ meeting. Shareholders registered at such record date are entitled
to attend and exercise their rights as shareholders at the General Meeting,
regardless of a sale of shares after the record date.
General Meetings are presided over by the Chairman of the Supervisory Board
or, in his absence, by any person nominated by the Supervisory Board.
At the General Meeting, each share shall confer the right to cast one vote,
unless otherwise provided by law or our Articles of Association. No votes may
be cast in respect of shares that we or our subsidiaries hold, or by
usufructuaries and pledgees. All shareholders and other persons entitled to vote
at General Meetings are entitled to attend General Meetings, to address the
meeting and to vote. They must notify the Managing Board in writing of their
intention to be present or represented not later than on the third day prior to the
day of the meeting, unless the Managing Board permits notification within a
shorter period of time prior to any such meeting. Subject to certain exceptions,
resolutions may be passed by a simple majority of the votes cast.
Except for resolutions to be adopted by the meeting of holders of Preference
Shares, our Articles of Association do not allow the adoption of shareholder
resolutions by written consent (or otherwise without holding a meeting).
A resolution of the General Meeting to amend our Articles of Association,
dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or
exclude any pre-emptive rights to which shareholders shall be entitled is valid
only if proposed to the General Meeting by the Supervisory Board.
Further, a resolution of the General Meeting to amend our Articles of
Association is only valid if the complete proposal has been made available for
inspection by the shareholders and the other persons entitled to attend General
Meetings at our offices as from the day of notice convening such meeting until
the end of the meeting. A resolution to amend our Articles of Association to
change the rights attached to the shares of a specific class requires the
approval of the relevant class meeting.
Resolutions of the General Meeting in a meeting that has not been convened by
the Managing Board and/or the Supervisory Board, or resolutions included on
the agenda for the meeting at the request of shareholders, will be valid only if
adopted with a majority of two-thirds of votes cast representing more than half
the issued share capital, unless our Articles of Association require a greater
majority or quorum.
A resolution of the General Meeting to approve a legal merger or the sale of all
or substantially all of our assets is valid only if adopted by a vote of at least
two-thirds of the issued share capital, unless proposed by the Supervisory
Board, in which case a simple majority of the votes cast shall be sufficient.
A shareholder shall, upon request, be provided, free of charge, with written
evidence of the contents of the share register with regard to the shares
registered in its name. Furthermore, any shareholder shall, upon written request,
have the right, during normal business hours, to inspect our share register and
a list of our shareholders and their addresses and shareholdings, and to make
copies or extracts therefrom. Such request must be directed to our Managing
Directors at our registered office in the Netherlands or at our principal place of
business. Financial records and other company documents (other than those
made public) are not available in this manner for shareholder review, but an
extract of the minutes of the General Meeting shall be made available.
According to Dutch law and our Articles of Association, certain resolutions of
the Managing Board regarding a significant change in the identity or nature of
us or our enterprise are subject to the approval of the General Meeting. The
following resolutions of the Managing Board require the approval of the
General Meeting in any event:
(1) the transfer of our enterprise, or practically our entire enterprise, to a third
party;
(2) the entry into or termination of a long-term cooperation by us or one of our
subsidiaries (dochtermaatschappijen) with another legal person or
partnership or as a fully liable general partner of a limited partnership or a
general partnership, if such cooperation or termination is of far-reaching
significance for us; and
(3) the acquisition or divestment by us or one of our subsidiaries
(dochtermaatschappijen) of a participating interest in the capital of a
company with a value of at least one-third of the sum of our assets
according to our consolidated balance sheet and explanatory notes in our
last adopted annual accounts.
No Derivative Actions; Right to Request Independent Inquiry
Dutch law does not afford shareholders the right to institute actions on behalf of
us or in our interest. Shareholders, acting alone or together, holding at least
one-tenth of our issued capital, or shares representing an aggregate nominal
value of EUR 225,000, may inform the Managing Board and the Supervisory
Board of their objections as to our policy or the course of our affairs and, within
a reasonable time thereafter, may request the Enterprise Chamber of the Court
of Appeal in Amsterdam to order an inquiry into the policy and the course of
our affairs by independent investigators. If such an inquiry is ordered and the
investigators conclude that there has been mismanagement, the shareholders
can request the Enterprise Chamber to order certain measures such as a
suspension or annulment of resolutions.
Dissolution and Liquidation
The General Meeting may resolve to dissolve QIAGEN upon the proposal of
the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried
out by the person designated for that purpose by the General Meeting, under
the supervision of the Supervisory Board. The General Meeting shall, upon the
proposal of the Supervisory Board, determine the remuneration payable to the
liquidators and to the person responsible for supervising the liquidation.
During the liquidation process, the provisions of our Articles of Association will
remain applicable to the extent possible.
In the event of our dissolution and liquidation, the assets remaining after
payment of all debts and liquidation expenses will be distributed among
registered holders of Common Shares in proportion to the nominal value of
their Common Shares, subject to liquidation preference rights of holders of
Preference Shares and Financing Preference Shares, if any.
Restrictions on Transfer of Preference Shares
The Supervisory Board, upon application in writing, must approve each transfer
of Preference Shares. If approval is refused, the Supervisory Board will
designate prospective purchasers willing and able to purchase the shares,
otherwise, the transfer will be deemed approved.
Limitations in our Articles of Association on Rights to Own
Securities
Other than with respect to usufructuaries and pledgees who have no voting
rights, our Articles of Association do not impose limitations on rights to own our
securities including the rights of non-resident or foreign shareholders to hold or
exercise voting rights on the securities imposed by foreign law or by the charter
or other constituent document of the Company or state.
Provisions which May Defer or Prevent a Change in Control
The Option Agreement and our Articles of Association could, under certain
circumstances, prevent a third party from obtaining a majority of the voting
control of our shares by issuing Preference Shares. Under the Option
Agreement, SPAQ could acquire Preference Shares subject to the provisions
referred to under "Preference Shares."
If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or
enter into negotiations with the Managing Board and/or Supervisory Board
and agree on a higher bid price for our shares.
Shareholders who obtain control of a company are obliged to make a
mandatory offer to all other shareholders. The threshold for a mandatory offer is
set at the ability to exercise 30% of the voting rights at the general meeting of
shareholders in a Dutch public limited company (naamloze vennootschap)
whose securities are admitted to trading on a regulated market in the EU, such
as QIAGEN.
Ownership Threshold Requiring Disclosure
Our Articles of Association do not provide an ownership threshold above which
ownership must be disclosed. However, there are statutory requirements to
disclose share ownership above certain thresholds under Dutch law. See
“Obligation of Shareholders to Disclose Major Holdings.”
Obligation of Shareholders to Disclose Major Holdings
Holders of our shares or rights to acquire shares (which include options and
convertible bonds - see also below) may be subject to notification obligations
under the Dutch Financial Markets Supervision Act (FMSA or Wet op het
financieel toezicht).
Pursuant to the FMSA, any person who, directly or indirectly, acquires or
disposes of an interest (including a potential interest, such as options and
convertible bonds) in our issued share capital or voting rights must notify the
Netherlands Authority for the Financial Markets (AFM) without delay, if as a
result of such acquisition or disposal, the percentage of capital interest or voting
rights held by such person in QIAGEN reaches, exceeds or falls below any of
the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%. The notifications should be made electronically through
the notification system of the AFM.
A notification requirement also applies if a person's capital interest or voting
rights reaches, exceeds or falls below the above-mentioned thresholds as a
result of a change in our total issued share capital or voting rights. Such
notification has to be made no later than the fourth trading day after the AFM
has published our notification as described below.
Under the FMSA, we are required to notify the AFM without delay of the
changes to our total issued share capital or voting rights if our issued share
capital or voting rights changes by 1% or more since our previous notification.
We must furthermore quarterly notify the AFM within eight days after the end of
the relevant quarter, in the event our issued share capital or voting rights
changed by less than 1% in that relevant quarter since our previous notification.
Furthermore, each person who is or ought to be aware that, as a result of the
exchange of certain financial instruments, such as options for shares, his actual
capital or voting interest in QIAGEN, reaches, exceeds or falls below any of
the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give
notice to the AFM no later than the fourth trading day after he became or ought
to be aware of this change.
Controlled entities, within the meaning of the FMSA, do not have notification
obligations under the FMSA, as their direct and indirect interests are attributed
to their (ultimate) parent. Any person may qualify as a parent for purposes of
the FMSA, including an individual. A person who has a 3% or larger interest in
our share capital or voting rights and who ceases to be a controlled entity for
these purposes must notify the AFM without delay. As of the date of that
notification, all notification obligations under the FMSA will become applicable
to that entity.
For the purpose of calculating the percentage of capital interest or voting rights,
the following interests must, inter alia, be taken into account: (i) our shares or
voting rights on our shares directly held (or acquired or disposed of) by a
person, (ii) our shares or voting rights on our shares held (or acquired or
disposed of) by such person's controlled entity, or by a third party for such
person's account or by a third party with whom such person has concluded an
oral or written voting agreement (including a discretionary power of attorney),
and (iii) our shares or voting rights on our shares which such person, or any
subsidiary or third party referred to above, may acquire pursuant to any option
or other right held by such person (or acquired or disposed of, including, but
not limited to, on the basis of convertible bonds). Special rules apply with
respect to the attribution of our shares or voting rights on our shares which are
part of the property of a partnership or other community of property. A holder
of a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also
be subject to the notification obligations of the FMSA, if such person has, or
can acquire, the right to vote on our shares or, in the case of depository
receipts, our underlying shares. The acquisition of (conditional) voting rights by
a pledgee or usufructuary may also trigger the notification obligations as if the
pledgee or beneficial owner were the legal holder of our shares or voting rights
on our shares. A holding in certain cash settled derivatives (such as cash settled
call options and total equity return swaps) referencing to our shares should also
be taken into account for the purpose of calculating the percentage of capital
interest.
Gross short positions in our shares must also be notified to the AFM. For these
gross short positions, the same thresholds apply for notifying an actual or
potential interest in our issued share capital and/or voting rights as referred to
above, and without any set-off against long positions.
In addition, pursuant to Regulation (EU) No 236/2012, each person holding a
net short position amounting to 0.2% of our issued share capital is required to
report such position to the AFM. Each subsequent increase of this position by
0.1% above 0.2% will also need to be reported. Each net short position equal
to 0.5% of our issued share capital, and any subsequent increase of that
position by 0.1%, will be made public via the AFM short selling register. To
calculate whether a natural person or legal person has a net short position,
their short positions and long positions must be set-off. A short transaction in a
share can only be contracted if a reasonable case can be made that the shares
sold can actually be delivered, which requires confirmation of a third party that
the shares have been located.
The AFM does not issue separate public announcements of the above
notifications. However, it does keep a public register of all notifications made
pursuant to the above disclosure obligations under the FMSA on its website
www.afm.nl. Third parties can request to be notified automatically by e-mail
of changes to the public register in relation to a particular company’s shares or
a particular notifying party.
Non-compliance with the notification obligations under the FMSA may lead to
criminal fines, administrative fines, imprisonment or other sanctions. In addition,
non-compliance with the shareholding disclosure obligations under the FMSA
may lead to civil sanctions, including suspension of the voting rights relating to
our shares held by the offender for a period of not more than three years and a
prohibition applicable to the offender to acquire any of our shares or voting
rights on our shares for a period of up to five years.
Management Notifications
Pursuant to the FMSA, each Managing Director and each Supervisory Director
must notify the AFM: (a) within two weeks after his or her appointment of the
number of our shares or rights to acquire shares he or she holds and the
number of votes he or she is entitled to cast in respect to our issued share
capital, and (b) subsequently, each change in the number or our shares or
rights to acquire shares such member holds and of each change in the number
of votes he or she is entitled to cast in respect of our issued share capital,
immediately after the relevant change. If a Managing Director or Supervisory
Director has notified the AFM of a change in shareholding under the FMSA as
described above under “Obligation of Shareholders to Disclose Major
Holdings,” such notification is sufficient for the purposes as described in this
paragraph.
Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the
Market Abuse Regulation) and the regulations promulgated thereunder, any
Managing Director and Supervisory Director, as well as any other person
discharging managerial responsibilities in respect of QIAGEN who has regular
access to inside information relating directly or indirectly to QIAGEN and the
power to take managerial decisions affecting future developments and business
prospects of QIAGEN, must notify the AFM and QIAGEN by means of a
standard form of any transactions conducted for his or her own account relating
to the shares or debt instruments of QIAGEN or to derivatives or other financial
instruments linked thereto.
In addition, pursuant to the Market Abuse Regulation, certain persons who are
closely associated with Managing Directors and Supervisory Directors or any of
the other persons as described above, are required to notify the AFM and
QIAGEN of any transactions conducted for their own account relating to the
shares or debt instruments of QIAGEN or to derivatives or other financial
instruments linked thereto. The Market Abuse Regulation covers, inter alia, the
following categories of persons: (i) the spouse or any partner considered by
national law as equivalent to the spouse; (ii) dependent children; (iii) other
relatives who have shared the same household for at least one year at the
relevant transaction date; and (iv) any legal person, trust or partnership whose,
among other things, managerial responsibilities are discharged by a person
referred to under (i) to (iii) above or by the relevant Managing Directors and
Supervisory Directors or other person discharging the managerial
responsibilities in respect of QIAGEN as described above.
The notifications pursuant to the Market Abuse Regulation described above
must be made to the AFM no later than the third business day following the
relevant transaction date. Under certain circumstances, these notifications may
be postponed until all transactions within a calendar year have reached a total
amount of €5,000 (calculated without netting). Any subsequent transaction must
be notified as set forth above. If a Managing Director or Supervisory Director
has notified a change in the number of our shares or options to acquire shares
the member holds or a change in the number of votes he or she is entitled to
cast to the AFM under the FMSA as described in the first paragraph above,
such notification - but only to the extent there is an overlap with the notification
obligations under the Market Abuse Regulation - is sufficient for the purposes of
the Market Abuse Regulation as described in this paragraph.
The following is a general summary of certain material United States federal
income tax consequences to holders of our Common Shares who are “U.S.
Holders” (as such term is defined below) and certain material Netherlands tax
consequences to holders of our Common Shares who are “non-resident
Shareholders” or “Shareholders” (as each term is defined below). This summary
does not discuss every aspect of such taxation that may be relevant to such
holders. Therefore, all prospective purchasers of our Common Shares described
above are advised to consult their own tax advisors with respect to the United
States federal, state and local tax consequences, as well as the Netherlands tax
consequences, of the ownership of our Common Shares.
The statements of the Netherlands and United States tax laws set out below are
based on the laws in force as of the date of this Annual Report on Form 20-F
and, as a consequence, are subject to any changes in United States or the
Netherlands law, or in the taxation conventions concluded by the United States
and the Netherlands, occurring after such date. Tax considerations associated
with currently enacted laws which are not in force as of this date have not been
addressed in this description.
Netherlands Tax Considerations
The following describes the material tax consequences of an investment in our
Common Shares under Netherlands law. Such description is based on current
understanding of Netherlands' tax law currently in force as interpreted under
officially published case law and in published policy, and it is limited to the tax
implications for an owner of our Common Shares who is not, or is not deemed
to be, a resident of the Netherlands for purposes of the relevant tax laws (a
“non-resident Shareholder” or “Shareholder”).
Dividend Withholding Tax
General
Upon distribution of dividends, we are obligated to withhold 15% dividend tax
at source and to pay the amount withheld to the Netherlands taxing authorities.
The term “dividends” means income from shares or other rights participating in
profits as well as income from other corporate rights that are subjected to the
same taxation treatment as income from shares by the laws of the Netherlands.
Dividends include dividends in cash or in kind, constructive dividends, certain
repayments of capital qualified as dividends, interest on loans that are treated
as equity instruments for Netherlands corporate income tax purposes and
liquidation proceeds in excess of, for Netherlands tax purposes, recognized
paid-in capital. Stock dividends are also subject to dividend withholding tax,
unless derived from our paid-in share premium that is recognized as equity for
Netherlands tax purposes.
No dividend withholding tax should apply on the proceeds resulting from the
sale or disposition of our Common Shares to persons other than QIAGEN and
our affiliates. A disposition of our Common Shares to QIAGEN or to our
affiliates should, in general, be subject to dividend withholding tax.
A domestic exemption from the Netherlands dividend withholding tax may
apply when dividends are paid to a corporate Shareholder that owns 5% or
more of the nominal paid-up share capital and qualifies as a beneficial owner
and is solely resident in an EU/EEA Member State or in a country with which
the Netherlands has concluded a tax convention that includes a dividend
article. This general exemption does not apply to abusive structures. A structure
is deemed abusive if a corporate Shareholder owns our Common Shares with
the main purpose, or one of the main purposes, to avoid tax for another
individual or entity and the structure is considered artificial (i.e., not put into
place for valid commercial reasons that reflect economic reality). This domestic
exemption may under conditions further not apply in case of hybrid
mismatches.
A corporate Shareholder may also be eligible for relief of the Netherlands
dividend withholding tax under Netherlands' tax law or under a tax convention
that is in force between the country of residence of the Shareholder and the
Netherlands.
Specific for U.S. Shareholders
The regular 15% dividend withholding tax is withheld by us on dividends we
pay to a resident of the United States. For a corporate U.S. Shareholder that
cannot benefit from the Dutch domestic exemption (as explained above),
withholding tax on dividends may still be reduced to 5% or 0% if the recipient
is entitled to benefits under the Tax Convention between the Netherlands and
the United States (the Convention) and the relevant specific conditions are met.
Dividends we pay to U.S. pension funds and U.S. tax-exempt organizations
may be eligible for an exemption from dividend withholding tax under the
Convention.
Dividend Stripping
A refund, reduction, exemption or credit of the Netherlands dividend
withholding tax on the basis of the Netherlands' tax law, or on the basis of a
tax convention between the Netherlands and another state, will only be granted
if the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the
dividends. A recipient of a dividend is amongst others not considered to be the
beneficial owner of a dividend in an event of “dividend stripping.” In general
terms, “dividend stripping” can be described as the situation in which a foreign
or domestic person (usually, but not necessarily, the original shareholder) has
transferred, in return for a consideration, its shares or its entitlement to the
dividend distributions to a party that has a more favorable right to a refund or
reduction of the Netherlands dividend withholding tax than the foreign or
domestic person. In these situations, the foreign or domestic person (usually the
original shareholder) avoids the Netherlands dividend withholding tax while
retaining an interest in the shares and the dividend distributions, by transferring
its shares or its entitlement to the dividend distributions in exchange for a
consideration.
Income Tax and Corporate Income Tax
General
A non-resident Shareholder will not be subject to Netherlands income tax or
corporate income tax with respect to dividends we distribute on our Common
Shares, or with respect to capital gains derived from the sale or disposition of
our Common Shares, provided that:
a. the non-resident Shareholder does not carry on, or have an interest in, a
business in the Netherlands through a permanent establishment or a
permanent representative to which or to whom the Common Shares are
attributable or deemed to be attributable;
b. the non-resident Shareholder does not have a direct or indirect substantial or
deemed substantial interest (aanmerkelijk belang, as defined in the
Netherlands' tax law) in our share capital or, in the case of an individual,
such a substantial interest, such interest is a “business asset,” or, in the case
of a corporate Shareholder, the arrangement or a series of arrangements are
not put in place with the main purpose, or one of the main purposes, to
avoid Netherlands income tax for another person or cannot be considered
artificial. An arrangement, or series of arrangements, are considered
artificial to the extent they have not been put in place for valid commercial
reasons that reflect economic reality; and
c. the non-resident Shareholder is not entitled to a share in the profits of an
enterprise to which our Common Shares are attributable, and that is
effectively managed in the Netherlands, other than by way of securities or
through an employment contract.
In general terms, a substantial interest (aanmerkelijk belang) in our share
capital does not exist if the Shareholder (individuals as well as corporations),
alone or together with his partner, does not own, directly or indirectly, 5% or
more of the issued capital of (a class of) our shares; does not have the right to
acquire 5% or more of the issued capital of (a class of) our shares; and does
not have the right to share in our profit or liquidation revenue amounting to 5%
or more of the annual profits or liquidation revenue.
There is no all-encompassing definition of the term “business asset.” Whether
this determination can be made in general depends on the facts presented and,
in particular, on the activities performed by the Shareholder. If the Shareholder
materially conducts a business activity, while the key motive of his investment in
our Shares may not be his earnings out of the investment in our Shares but our
economic activity, an investment in our Shares will generally be deemed to
constitute a business asset, in particular if the Shareholder’s involvement in our
business will exceed regular monitoring of his investment in our Shares.
A non-resident Shareholder that holds a substantial interest in our share capital
may be eligible for an exemption or a reduction of Netherlands income tax or
corporate income tax under a tax convention.
Specific for U.S. Shareholders
U.S. Shareholders that do not own a substantial interest should not be subject to
Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained
above). For U.S. Shareholders that do own a substantial interest, Dutch
Personal Income Tax or Dutch Corporate Income Tax could be due. However,
U.S. Shareholders that are entitled to benefits of the Convention may be eligible
for tax relief.
Gift and Inheritance Tax
A gift or inheritance of our Common Shares from a non-resident Shareholder
should generally not be subject to a Netherlands gift and inheritance tax,
provided that the Shareholder is not considered a (deemed) resident of the
Netherlands. The Netherlands has concluded a tax convention with the United
States based on which double taxation on inheritances may be avoided if the
inheritance is subject to Netherlands and/or U.S. inheritance tax and the
deceased was a resident of either the Netherlands or the United States.
United States Federal Income Tax Considerations
The following summary describes certain U.S. federal income tax
considerations generally applicable to U.S. Holders (as defined below) of our
Common Shares. This summary deals only with our Common Shares held as
capital assets within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the Code). This summary also does not address the tax
consequences that may be relevant to holders in special tax situations including,
without limitation, dealers in securities; traders that elect to use a mark-to-market
method of accounting; pass-through entities such as partnerships,
S corporations, disregarded entities for U.S. federal income tax purposes and
limited liability companies (and investors therein); holders that own our
Common Shares as part of a “straddle,” “hedge,” “conversion transaction,” or
other integrated investment; banks or other financial institutions; individual
retirement accounts and other tax-deferred accounts; insurance companies; tax-
exempt organizations; U.S. expatriates; holders whose functional currency is
not the U.S. dollar; holders subject to the alternative minimum tax; holders that
acquired our Common Shares in a compensatory transaction; holders subject to
special tax accounting rules as a result of any item of gross income with respect
to the Common Shares being taken into account in an applicable financial
statement; or holders that have owned or will (directly, indirectly or
constructively) own 10% or more of the total voting power or value of our
Common Shares.
This summary is based upon the Code, applicable U.S. Treasury regulations,
administrative pronouncements and judicial decisions, in each case as in effect
on the date hereof, all of which are subject to change (possibly with retroactive
effect). No ruling will be or has been requested from the Internal Revenue
Service (IRS) regarding the tax consequences described herein, and there can
be no assurance that the IRS will agree with the discussion set out below. This
summary does not address any consequences other than U.S. federal income
tax consequences (such as the estate and gift tax, the Medicare tax on net
investment income, state and local tax or non-U.S. tax). Except as specifically
set forth below, this summary does not discuss applicable tax reporting
requirements.
As used herein, the term “U.S. Holder” means a beneficial owner of our
Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or
resident of the United States, (ii) a corporation or other entity taxable as a
corporation created in or organized under the laws of the United States or any
state thereof or therein or the District of Columbia, (iii) an estate, the income of
which is subject to U.S. federal income taxation regardless of its source, or
(iv) a trust (a) that is subject to the supervision of a court within the United States
and under the control of one or more United States persons as described in
Section 7701(a)(30) of the Code, or (b) that has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person.
If an entity or other arrangement classified as a partnership for U.S. federal
income tax purposes acquires our Common Shares, the tax treatment of a
partner in the partnership generally will depend upon the status of the partner
and the activities of the partnership. Partners of a partnership considering an
investment in our Common Shares should consult their tax advisors regarding
the U.S. federal income tax consequences of acquiring, owning and disposing
our Common Shares.
Taxation of Dividends
Subject to the discussion below under “Passive Foreign Investment Company
Status,” the sum of any cash plus the fair market value of any property that we
distribute (before reduction for Netherlands withholding tax) to a U.S. Holder
with respect to our Common Shares generally will be included in the U.S.
Holder’s gross income as a dividend, taxable as ordinary income from foreign
sources to the extent of our current or accumulated earnings and profits (as
determined for U.S. federal income tax purposes).
Dividends paid to a non-corporate U.S. Holder by a “qualified foreign
corporation” may be subject to a reduced rate of tax if certain conditions are
met, including the following: QIAGEN must not be classified as a "passive
foreign investment company" (PFIC) (discussed below), QIAGEN must be a
“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy
a holding period requirement, and the distribution must not be treated to the
U.S. Holder as “investment income” for purposes of the investment interest
deduction rules. A “qualified foreign corporation” generally includes a foreign
corporation (other than a foreign corporation that is a PFIC with respect to the
relevant U.S. Holder for the taxable year in which the dividends are paid or for
the preceding taxable year) (i) whose Common Shares are readily tradable on
an established securities market in the United States, or (ii) which is eligible for
benefits under a comprehensive U.S. income tax treaty that includes an
exchange of information program and which the U.S. Treasury Department has
determined is satisfactory for these purposes. Our Common Shares are
expected to be readily tradable on the NYSE, an established securities market.
U.S. Holders should consult their own tax advisors regarding the availability of
the reduced tax rate on dividends in light of their particular circumstances.
Dividends on our Common Shares generally will not be eligible for the
dividends received deduction available to corporations in respect of dividends
received from other U.S. corporations.
Distributions in excess of our earnings and profits (as determined for U.S.
federal income tax purposes) will be treated as a non-taxable return of capital
to the extent of the U.S. Holder’s adjusted tax basis in our Common Shares and
thereafter as capital gain. However, we do not intend to calculate our earnings
and profits under U.S. federal income tax principles. Therefore, U.S. Holders
should expect that a distribution will generally be treated as a dividend even if
that distribution would otherwise be treated as a non-taxable return of capital or
as capital gain under the rules described above.
Foreign Tax Credit
Subject to the PFIC rules discussed below, a U.S. Holder that is subject to
Netherlands withholding tax with respect to dividends paid on the Common
Shares generally will be entitled, at the election of such U.S. Holder, to receive
either a deduction or a credit for such Netherlands withholding tax. Generally,
subject to the limitations described in the next paragraph, a credit will reduce a
U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,
whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal
income tax. This election is made on a year-by-year basis and generally applies
to all foreign taxes paid (whether directly or through withholding) or accrued by
a U.S. Holder during a year.
Limitations apply to the foreign tax credit, including the general limitation that
the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
federal income tax liability (determined before application of the foreign tax
credit) that such U.S. Holder’s “foreign source” taxable income bears to such
U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.
Holder’s various items of income and deduction must be classified, under
complex rules, as either “foreign source” or “U.S. source” and the limitation is
calculated separately for each with respect to specific categories of income.
Generally, dividends paid by a foreign corporation should be treated as
foreign source for this purpose, and gains recognized on the sale of stock of a
foreign corporation by a U.S. Holder should generally be treated as U.S.
source for this purpose, except as otherwise provided in an applicable income
tax treaty or if an election is properly made under the Code. However, the
amount of a distribution with respect to the Common Shares that is treated as a
“dividend” may be lower for U.S. federal income tax purposes than it is for
Netherlands tax purposes, resulting in a reduced foreign tax credit allowance
to a U.S. Holder.
Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign
tax credit rules.
Disposition of our Common Shares
Subject to the PFIC rules discussed below, upon the sale or other disposition of
our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.
federal income tax purposes equal to the difference between the amount
realized on the disposition of our Common Shares and the U.S. Holder’s
adjusted tax basis in our Common Shares. Such capital gain or loss generally
will be subject to U.S. federal income tax. In general, capital gains recognized
by a non-corporate U.S. Holder, including an individual, are subject to a lower
rate under current law if such U.S. Holder held shares for more than one year.
The deductibility of capital losses is subject to limitations. Any such gain or loss
generally will be treated as U.S. source income or loss for purposes of the
foreign tax credit. A U.S. Holder’s initial tax basis in Common Shares generally
will equal the cost of such shares.
Passive Foreign Investment Company Status
We may be classified as a PFIC for U.S. federal income tax purposes if certain
tests are met. We will be a PFIC with respect to a U.S. Holder if, for any
taxable year in which the U.S. Holder held our Common Shares, either (i) 75%
or more of our gross income for the taxable year is passive income; or (ii) the
average value of our assets (during the taxable year) which produce or are
held for the production of passive income is at least 50% of the average value
of all assets for such year. Passive income means, in general, dividends,
interest, royalties, rents (other than rents and royalties derived in the active
conduct of a trade or business and not derived from a related person), annuities
and gains from assets which would produce such income other than sales of
inventory. Passive assets for this purpose generally include assets held for the
production of passive income. Accordingly, passive assets generally include
any cash, cash equivalents and cash invested in short-term, interest-bearing
debt instruments or bank deposits that are readily convertible into cash. For the
purpose of the PFIC tests, if a foreign corporation owns at least 25% (by value)
of the stock of another corporation, the foreign corporation is treated as owning
its proportionate share of the assets of the other corporation and as if it had
received directly its proportionate share of the income of such other corporation
(the “look-through rule”). The effect of the look-through rule with respect to
QIAGEN and our ownership of our subsidiaries is that, for purposes of the
income and assets tests described above, we will be treated as owning our
proportionate share of the assets of our subsidiaries and of earning our
proportionate share of each of our subsidiary’s income, if any, so long as we
own, directly or indirectly, at least 25% of the value of the particular
subsidiary’s stock. Active business income of our subsidiaries will be treated as
our active business income, rather than as passive income. Based on our
income, assets and activities, we do not believe that we were a PFIC for our
taxable years ended December 31, 2022, December 31, 2023 and December
31, 2024 and do not expect to be a PFIC for the current taxable year. No
assurances can be made, however, that the IRS will not challenge this position
or that we will not subsequently become a PFIC. Following the close of any tax
year, we intend to promptly send a notice to all shareholders of record at any
time during such year, if we determine that we are a PFIC.
If we are considered a PFIC for any taxable year that a U.S. Holder holds our
Common Shares, any gain recognized by the U.S. Holder on a sale or other
disposition of our Common Shares would be allocated pro-rata over the U.S.
Holder’s holding period for our Common Shares. The amounts allocated to the
taxable year of the sale or other disposition, and to any year before we
became a PFIC, would be taxed as ordinary income. The amount allocated to
each other taxable year would be subject to tax at the highest rate in effect for
individuals or corporations, as appropriate, for that taxable year, and an
interest charge would be imposed with respect to any amount allocated to any
prior taxable year that we were a PFIC. Further, if we are a PFIC for any
taxable year, to the extent that any distribution received by a U.S. Holder on
our Common Shares exceeds 125% of the average of the annual distributions
on our Common Shares received during the preceding three years or the U.S.
Holder’s holding period, whichever is shorter, such excess amount would be
subject to taxation in the same manner as gain on the sale or other disposition
of Common Shares if we were a PFIC, described above. Certain elections may
be available that would result in alternative treatments (such as mark-to-market
treatment) of our Common Shares. If we are treated as a PFIC with respect to a
U.S. Holder for any taxable year, the U.S. Holder will be deemed to own
shares in any of our subsidiaries that also are PFICs. A timely election to treat
us as a qualified electing fund under the Code would result in an alternative
treatment. However, we do not intend to prepare or provide the information
that would enable U.S. Holders to make a qualified electing fund election. If we
are considered a PFIC, a U.S. Holder also will be subject to annual information
reporting requirements.
Prospective purchasers of our Common Shares are urged to consult their tax
advisors regarding the potential application of the PFIC rules to an investment in
the Common Shares.
Foreign Currency Issues
If dividends on our Common Shares are paid in euros, the amount of the
dividend distribution included in the income of a U.S. Holder will be the U.S.
dollar value of the payments made in euros, determined at a spot, euro/U.S.
dollar rate applicable to the date such dividend is includible in the income of
the U.S. Holder, regardless of whether the payment is in fact converted into
U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange
fluctuations during the period from the date the dividend is paid to the date
such payment is converted into U.S. dollars will be treated as ordinary income
or loss.
Backup Withholding and Information Reporting
U.S. backup withholding and information reporting requirements generally
apply to payments made to non-corporate holders of Common Shares that are
paid within the United States or through certain U.S. related financial
intermediaries. Information reporting will apply to payments of dividends on,
and to proceeds from the disposition of, Common Shares by a paying agent
within the United States (or through certain U.S. related financial intermediaries)
to a U.S. Holder, other than U.S. Holders that are exempt from information
reporting and properly certify their exemption. A paying agent within the
United States (or through certain U.S. related financial intermediaries) will be
required to withhold at the applicable statutory rate, currently 24%, in respect
of any payments of dividends on, and the proceeds from the disposition of,
Common Shares to a U.S. Holder (other than U.S. Holders that are exempt from
backup withholding and properly certify their exemption) if the holder fails to
furnish its correct taxpayer identification number or otherwise fails to comply
with applicable backup withholding requirements. U.S. Holders who are
required to establish their exempt status generally must provide a properly
completed IRS Form W-9.
Backup withholding is not an additional tax. Amounts withheld as backup
withholding may be credited against a U.S. Holder’s U.S. federal income tax
liability. A U.S. Holder generally may obtain a refund of any amounts withheld
under the backup withholding rules that exceed such U.S. Holder’s income tax
liability by filing a refund claim with the IRS in a timely manner and furnishing
required information.
Foreign Financial Asset Reporting
Certain U.S. Holders who hold “specified foreign financial assets” (as defined
in Section 6038D of the Code), including stock of a non-U.S. corporation that is
not held in an account maintained by a U.S. “financial institution” (as defined
in Section 6038D of the Code), whose aggregate value exceeds $50,000 on
the last day of the taxable year or $75,000 at any time during the tax year,
may be required to attach to their tax returns for the year certain specified
information (on IRS Form 8938) (higher thresholds apply to married individuals
filing a joint return and certain individuals residing outside of the United States).
Persons who fail to timely furnish the required information may be subject to
substantial penalties. Additionally, in the event a U.S. Holder does not file such
a report, the statute of limitations on the assessment and collection of U.S.
federal income taxes of such U.S. Holder for the related tax year may not close
before such report is filed. U.S. Holders (including entities) should consult their
own tax advisors regarding their reporting obligations and the possible
application of such reporting obligations to the holding of Common Shares.
We are subject to a variety of laws and regulations in the European Union, the
United States and other countries. The level and scope of the regulation varies
depending on the country or defined economic region, but may include, among
other things, the research, development, testing, clinical trials, manufacture,
storage, recordkeeping, approval, labeling, promotion and commercial sales
and distribution of many of our products.
European Union Regulations
In the European Union, in vitro diagnostic medical devices (IVDs) had been
regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding
national provisions. The IVD Directive required that medical devices meet the
essential requirements, including those relating to device safety and efficacy,
set out in an annex of the Directive. According to the IVD Directive, EU Member
States have presumed compliance with these essential requirements for devices
that are in conformity with the relevant national standards transposing the
harmonized standards, such as ISO 13485:2016, the quality system standard
for medical device manufacturers.
IVD medical devices, other than devices for performance evaluation, must bear
the CE marking of conformity when they are placed on the European market.
The CE mark is a declaration by the manufacturer that the product meets all the
appropriate provisions of the applicable legislation implementing the relevant
European Directive. As a general rule, the manufacturer must follow the EU
declaration of conformity procedure to obtain or apply a CE mark.
In May 2022, the Directive was replaced by the In Vitro Diagnostic Device
Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and given
a 5-year transition period until its full implementation on May 26, 2022. Unlike
the IVD Directive, the IVDR has binding legal force throughout every Member
State. The major goal of the IVDR was to standardize diagnostic procedures
within the EU, increase reliability of diagnostic analysis and enhance patient
safety. Under the IVDR as enacted by the European Commission (EC), IVDs are
subject to additional legal requirements. Among other things, the IVDR
introduces a new risk-based classification system and requirements for
conformity assessments. Under subsequent amendments of IVDR, IVDs already
certified under the IVD Directive by a Notified Body may remain on the market
until December 31, 2027, and IVDs certified under the IVD Directive without
the involvement of a Notified Body may be placed on the market up to
December 31, 2027 (IVDR class D IVDs), December 31, 2028 (IVDR class C
IVDs) and December 31 2029 (IVDR class B and class A sterile IVDs). The
deadline for IVDR Class A in vitro diagnostic devices remained as May 26,
2022. The sell-off date was removed in subsequent amendments to the IVDR. As
a result, there is no longer a limit for making available IVD products or putting
into service IVD instruments that have been placed on the market according to
these dates. IVD instruments that were placed on the market under the IVD
Directive may remain indefinitely until decommission, if properly maintained.
Nonetheless, manufacturers of devices certified under the IVD Directive without
the involvement of a Notified Body must comply with specific requirements in
the IVDR according to the timelines established, but ultimately, such products, as
with all new IVDs, will have to undergo the IVDR’s conformity assessment
procedures. Under the IVD Directive the majority of QIAGEN products were
classified as non-listed Annex II devices (i.e., self-certified without the
involvement of a Notified Body), while under the IVDR most of QIAGEN
products will require the involvement of a Notified Body, and those that are in
the highest risk class (IVDR class D) will have to be tested by a designated EU
Reference Laboratory. In addition, the IVDR imposes additional requirements
relating to post-market surveillance and submission of post-market performance
follow-up reports.
The EC has designated thirteen (13) Notified Bodies to perform conformity
assessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV
Rheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V.
(NB 2797). MedTech Europe has issued guidance relating to the IVDR in
several areas, e.g., clinical benefit, technical documentation, state of art,
accessories, and EUDAMED. On December 5, 2023, the European
Commission adopted Implementing Regulation (EU) 2023/2713 designating
five EU Reference Laboratories covering the following types of high risk, class D
IVDs: hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory
viruses that cause life-threatening diseases. The designated EU Reference
Laboratories are responsible for verifying performance of IVDs in accordance
with common specifications, batch testing of IVDR class D IVDs, collaborating
with Notified Bodies to develop best practices for IVD conformity assessments,
and providing scientific and technical assistance on the implementation of the
IVDR.
IVDR defines an In-House Device (IHD) as a device that is manufactured and
used only within a Health Institution established in the Union and that meets all
conditions set in Article 5(5) of such regulation. QIAGEN cannot design,
manufacture or use IHDs. However, Health Institutions can lawfully use
QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes,
or oligos, to create their own IHDs workflows according to Article 5(5)
requirements.
Some products manufactured by QIAGEN are intended for non-clinical use.
These may include products intended for use in discovering and developing
medical knowledge related to human disease and conditions and products for
molecular research, genotyping, forensic and human identity testing, food and
animal feed safety and quality testing, cancer research, microbiological
research and animal pathogen research. These products do not have medical
purpose and thus they are not considered medical devices under the scope of
the IVDR.
A subset of products intended for non-clinical use are those that are sold for
research purposes in the European Union territory and are therefore labeled
“For Research Use Only” (RUO). The other products intended for non-clinical
use, are referred by QIAGEN to as “for molecular biology applications” or
more recently directly as “for non-clinical applications” (mainly instruments).
QIAGEN acknowledges that products intended for non-clinical use can be
lawfully used by Health Institutions to develop IHDs in accordance with Article
5(5) of the IVDR. QIAGEN does not promote any of their products for non-
clinical applications for use in IHDs or assist in the development of such IHDs
for IVD purposes. Nonetheless, QIAGEN may participate in creating a
workflow for non-clinical applications. The Laboratory, at its sole discretion and
responsibility, may later decide to transition this into an IHD workflow,
adhering to the restrictions outlined in Article 5(5) of the IVDR.
The General Data Protection Regulation (GDPR) of the European Union,
imposes restrictions on the transfer, access, use, and disclosure of health and
other personal information. We have implemented the requirements set forth by
the GDPR, which took effect on May 25, 2018. GDPR and other EU data
privacy and security laws impact our business either directly or indirectly. Our
failure to comply with applicable privacy or security laws or significant changes
in these laws could significantly impact our business and future business plans.
For example, we may be subject to regulatory action, fines, or lawsuits in the
event we fail to comply with applicable privacy laws. We may face significant
liability in the event any of the personal information we maintain is lost or
otherwise subject to misuse or other wrongful use, access or disclosure.
Recent publication of the Cyber Resilience Act in the European Official Journal
(20/11/2024) imposes significant cyber security requirements on QIAGEN
products that are not regulated as medical devices (i.e., for non-clinical
applications). Most provisions, such as CE marking and compliance with cyber
security requirements, will become applicable 36 months later (i.e: December
2027). However, reporting requirements will take effect 21 months after the
entry into force (i.e: September 2026).
The Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down
harmonized rules on artificial intelligence) provides AI developers and
deployers with clear requirements and obligations regarding specific uses of AI.
The EU AI Act was published in the EU Official Journal on July 12, 2024, and
is the first comprehensive horizontal legal framework for the regulation of AI
across the EU. The EU AI Act enters into force on August 1, 2024, and will be
effective from August 2, 2026. QIAGEN devices implementing AI will be
subject to this regulation.
United Kingdom
The U.K.’s withdrawal from the EU has major ramifications for IVD
manufacturers. Among other things, companies now have to follow new
procedures that apply in the U.K., including appointment of a U.K. Responsible
Person rather than relying on European Authorized Representatives, to manage
their compliance efforts in the U.K.
The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued
guidance on how the country will regulate IVDs after January 1, 2021.
According to MHRA, IVDs will require certification in the U.K., which is defined
as England, Scotland and Wales, while companies will still be able to sell tests
in Northern Ireland under existing EU IVD regulations. Under subsequent
amendments to MHRA guidance, MHRA will continue to recognize CE marks
for IVDs certified under the IVD Directive until the earlier of June 30, 2030 or
the expiration of the certificate and for IVDs certified under the IVDR until June
30, 2030. Companies must register with the MHRA before placing IVDs on the
U.K. market. To continue marketing CE marked IVDs in the U.K. once the
designated MHRA recognition period has lapsed, companies selling in the U.K.
will have to obtain a new marking authorization, called a U.K. Conformity
Assessed mark (UKCA), for each IVD product.
United States
In the United States, IVDs are subject to regulation by the FDA as medical
devices to the extent that they are intended for use in the diagnosis, treatment,
mitigation or prevention of disease or other conditions.
Certain types of tests, like some that QIAGEN manufactures and sells in the
United States for non-clinical applications, including those classified for
research use only (RUO), are not subject to the FDA’s premarket review and
controls because QIAGEN does not promote these tests for IVD applications.
Other tests, known as laboratory developed tests (LDTs), which are IVDs that
are designed, manufactured and used within a single, CLIA-certified, clinical
laboratory that meets applicable requirements to perform high-complexity
testing, have generally been subject to enforcement discretion and not actively
regulated by the FDA. As LDTs have increased in complexity, the FDA has taken
a risk-based approach to the regulation of LDTs. Congress has also signaled
interest in clarifying the regulatory landscape for LDTs. Following several years
of inaction by Congress on this issue, the FDA issued a final rule in May 2024
(Docket FDA-2023-N-2177 “Medical Devices; Laboratory Developed Tests”) to
regulate LDTs under the current medical device framework and proposing to
phase out the current enforcement discretion policy; the final rule became
effective on July 5, 2024.
The LDT enforcement policy phase-out process under the final rule will occur in
gradual stages over a total period of four years, with premarket approval
applications for high-risk tests to be enforced by November 6, 2027. Moderate-
risk and low-risks tests are expected to be in compliance by May 6, 2028,
although FDA has stated that if premarket submissions are pending review it
will continue to exercise enforcement discretion with respect to those tests. The
FDA’s final rule is complex and, concurrently, the agency announced several
exceptions from the requirement to comply with full medical device regulatory
controls, depending upon the specific nature of the LDT and the clinical
laboratory that is offering such LDT for use by health care providers.
Publication of the LDT final rule prompted the American Clinical Laboratory
Association (ACLA) and one of its members, on May 29, 2024, and
separately, the Association for Molecular Pathology (AMP) and one of its
members, on August 19, 2024, to file complaints against the FDA in the
Eastern District of Texas and the Southern District of Texas, respectively. Both
complaints allege that the agency does not have authority to promulgate the
LDT final rule and seek to vacate the FDA’s action; the two cases were
subsequently consolidated into a single action pending in the Eastern District of
Texas. Briefing is ongoing in the consolidated case and the outcome is
uncertain. The ongoing litigation could potentially affect the FDA’s plans to
implement the steps required to phase-out enforcement discretion for LDTs,
making the implementation timeline somewhat uncertain although no
preliminary injunction has been issued to date. Accordingly, the agency has
continued its implementation efforts by actively providing guidance and training
to clinical laboratories on how to comply with medical device general controls.
Following the November 2024 federal elections, it is unclear whether the
incoming Trump Administration will continue to defend the FDA’s rule making
action in the consolidated litigation in Texas or if it will take steps to rescind or
modify the LDT final rule.
Affected stakeholders also continue to press for a comprehensive legislative
solution to create a harmonized paradigm for oversight of LDTs by both the
FDA and CMS, instead of implementation of the FDA’s final rule, which may be
disruptive to the industry and to patient access to certain diagnostic tests.
Ensuring compliance with the agency’s implementation plans for bringing LDTs
under the medical device framework is expected to require significant time,
financial resources, and other resources, including specialized personnel, on
the part of clinical laboratories engaged in developing and offering such
diagnostic tests. However, this FDA rule making was initiated after years of
failed congressional attempts to harmonize the regulatory paradigms
applicable to LDTs and other IVDs, making it unclear whether any legislative
efforts would be successful going forward. The outcome of the November 2024
elections on the composition of the 2025-2026 Congress, with both the Senate
and House transitions to Republican control, also creates uncertainties for the
diagnostic industry.
QIAGEN cannot design, manufacture or use LDTs. However, laboratories can
lawfully use QIAGEN's products, such as those for non-clinical applications,
IVDs, enzymes, or oligos, to create their own LDT workflows according to
Docket FDA-2023-N-2177 requirements
Medical devices, including IVDs, are classified into one of three classes
depending on the controls deemed by the FDA to be necessary to reasonably
assure their safety and effectiveness. Class I devices are generally exempt from
premarket review and are subject to general controls, including adherence to
the FDA’s Quality System Regulation (QSR), which describes device-specific
current good manufacturing practices, as well as regulations requiring facility
registration and product listing, reporting of adverse medical events, and
appropriate, truthful and non-misleading labeling, advertising and promotional
materials. Class II devices are generally subject to premarket notification (or
510(k) clearance), general controls and special controls, including performance
standards, post-market surveillance, patient registries or FDA guidance
documents describing device-specific special controls. Class III devices are
subject to most of the previously identified requirements as well as to premarket
approval (PMA). The payment of a user fee, which is typically adjusted
annually, to the FDA is usually required upon filing a premarket submission
(e.g., premarket notification, premarket approval application, or De Novo
classification request) for FDA review.
On January 31, 2024, the FDA issued a final rule amending the device current
good manufacturing practice (CGMP) requirements of the QSR under 21 CFR
820 to align more closely with the international consensus standard for Quality
Management Systems for medical devices (ISO 13485:2016) used by many
other global regulatory authorities. The final rule establishes the Quality
Management System Regulation (QMSR) which will take effect two years from
publication (on February 2, 2026). The QMSR incorporates ISO 13485:2016
by reference and maintains certain FDA requirements from the QSR related to
record keeping and medical device reporting. As QIAGEN’s QMS is already
certified to ISO 13485:2016, the change will have minimal impact; QIAGEN
has completed a gap analysis and is progressing towards implementation of
identified actions.
510(k) Premarket Notification
A 510(k) premarket notification requires the sponsor to demonstrate that a
medical device is substantially equivalent to another device, termed a
“predicate device,” that is legally marketed in the United States and is not
subject to premarket approval. A device is substantially equivalent to a
predicate device if its intended use(s), performance, safety and technological
characteristics are similar to those of the predicate; or has a similar intended
use but different technological characteristics, where the information submitted
to the FDA does not raise new questions of safety and effectiveness and
demonstrates that the device is at least as safe and effective as the legally
marketed device.
If the FDA determines that the device (1) is not substantially equivalent to a
predicate device, (2) has a new intended use compared to the identified
predicate, (3) has different technological characteristics that raise different
questions of safety and effectiveness, or (4) has new indications for use or
technological characteristics and required performance data were not
provided, it will issue a “Not Substantially Equivalent” (NSE) determination. If
the FDA determines that the applicant’s device is substantially equivalent to the
identified predicate device(s), the agency will issue a 510(k) clearance letter
that authorizes commercial marketing of the device for one or more specific
indications for use.
De Novo Classification
If a previously unclassified new medical device does not qualify for the 510(k)
premarket notification process because no predicate device to which it is
substantially equivalent can be identified, the device is automatically classified
into Class III. However, if such a device would be considered low or moderate
risk (in other words, it does not rise to the level of requiring the approval of a
PMA), it may be eligible for the De Novo classification process. The De Novo
classification process allows a device developer to request that the novel
medical device be reclassified as either a Class I or Class II device, rather than
having it regulated as a high risk Class III device subject to the PMA
requirements. If the manufacturer seeks reclassification into Class II, the
classification request must include a draft proposal for special controls that are
necessary to provide a reasonable assurance of the safety and effectiveness of
the medical device.
Premarket Approval
The PMA process is more complex, costly and time consuming than either the
510(k) process or the De Novo classification process. A PMA must be
supported by more detailed and comprehensive scientific evidence, including
clinical data, to demonstrate the safety and efficacy of the medical device for its
intended purpose. A clinical trial involving a “significant risk” device may not
begin until the sponsor submits an investigational device exemption (IDE)
application to the FDA and obtains approval to begin the trial.
After the PMA is submitted, the FDA has 45 days to make a threshold
determination that the PMA is sufficiently complete to permit a substantive
review. If the PMA is complete, the FDA will file the PMA and begin the
substantive review process. The FDA is subject to a performance goal review
time for a PMA that is 180 days from the date of filing, although in practice this
review time is longer. Questions from the FDA, requests for additional data and
referrals to advisory committees may delay the process considerably. The total
process may take several years and there is no guarantee that the PMA will
ever be approved. Even if approved, the FDA may limit the indications for
which the device may be marketed. The FDA may also request additional
clinical data as a condition of approval or after the PMA is approved. Any
changes to the medical device may require a supplemental PMA to be
submitted and approved before the modified device may be marketed.
Any products manufactured and sold by us pursuant to FDA clearances or
approvals will be subject to pervasive and continuing regulation by the FDA,
including quality system requirements, record-keeping requirements, reporting
of adverse experiences with the use of the device and restrictions on the
advertising and promotion of our products. Device manufacturers are required
to register their establishments and list their devices with the FDA and are
subject to periodic inspections by the FDA and certain state agencies.
Noncompliance with applicable FDA requirements can result in, among other
things, warning letters, fines, injunctions, civil penalties, recalls or seizures of
products, total or partial suspension of production, refusal of the FDA to grant
for new devices, withdrawal of existing marketing authorizations and criminal
prosecution.
Regulation of Companion Diagnostic Devices
If a sponsor or the FDA believes that a diagnostic test is essential for the safe
and effective use of a corresponding therapeutic product, the sponsor of the
therapeutic product will typically work with a collaborator to develop an in vitro
companion diagnostic device. The FDA defines an IVD companion diagnostic
device as a device that provides information that is essential for the safe and
effective use of a corresponding therapeutic product.
The FDA has also introduced the concept of complementary diagnostics that are
distinct from companion diagnostics because they provide additional
information about how a drug is used or identify patients who are likely to
derive the greatest benefit from therapy without being required for the safe and
effective use of that drug. The FDA has not yet provided much guidance on the
regulation and use of complementary diagnostics, but several have been
approved.
The FDA applies a risk-based approach to determine the regulatory pathway
for IVD companion diagnostic devices, as it does with all medical devices. This
means that the regulatory pathway will depend on the level of risk to patients,
based on the intended use of the IVD companion diagnostic device and the
controls necessary to provide a reasonable assurance of safety and
effectiveness. We expect that any IVD companion diagnostic device that we
develop will utilize the PMA pathway and that a clinical trial performed under
an IDE will have to be completed before the PMA may be submitted.
The FDA expects that the therapeutic sponsor will address the need for an IVD
companion diagnostic device in its therapeutic product development plan and
that, in most cases, the therapeutic product and its corresponding IVD
companion diagnostic device will be developed contemporaneously. If the
companion diagnostic test will be used to make critical treatment decisions such
as patient selection, treatment assignment, or treatment arm, it will likely be
considered a significant risk device for which a clinical trial will be required.
The sponsor of the IVD companion diagnostic device will be required to comply
with the FDA’s IDE requirements that apply to clinical trials of significant risk
devices. If the diagnostic test and the therapeutic drug are studied together to
support their respective approvals, the clinical trial must meet both the IDE and
IND requirements.
Products Intended for Non-clinical Use
Some products manufactured by QIAGEN are intended for non-clinical use.
These may include products intended for use in discovering and developing
medical knowledge related to human disease and conditions and products for
molecular research, genotyping, forensic and human identity testing, food and
animal feed safety and quality testing, cancer research, microbiological
research and animal pathogen research. They are not intended to produce
results for clinical use and are not themselves the object of the research. These
products do not have medical purpose and thus they are not considered
medical devices under FDA regulations.
A subset of products intended for non-clinical use are those that are sold for
research purposes and are therefore labeled “For Research Use Only” (RUO).
RUO refers to devices that are in the laboratory phase of development or are
intended only for non-clinical research purposes with goals other than the
development of a commercial IVD product, while investigational use only, or
IUO, refers to devices that are in the product testing phase of development.
These types of devices are exempt from most regulatory controls pursuant to
long-standing FDA guidance on RUO/IUO diagnostics (refer to “Distribution of
In Vitro Diagnostic Products Labeled for Research Use Only or Investigational
Use Only. Guidance for Industry and Food and Drug Administration Staff”,
issued November 25, 2013).
The other products intended for non-clinical use are referred to by QIAGEN as
“for molecular biology applications” or more recently directly as “for non-
clinical applications” (mainly instruments).
Because QIAGEN does not promote non-clinical use products for IVD purposes,
we believe that these products are exempt from the FDA’s premarket review
and other requirements. If the FDA were to disagree with our designation of
any of these products, we could be forced to stop selling the product until we
obtain appropriate regulatory clearance or approval.
Further, it is possible that some of our products intended for non-clinical use
may be lawfully used by some laboratories in their LDTs, which they may then
develop, validate and use for IVD purposes. QIAGEN does not promote any
products for non-clinical applications for use in LDTs or assist in the
development of such LDTs for IVD purposes.
HIPAA and Other Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
established comprehensive federal standards for the privacy and security of
health information. The HIPAA standards apply to health plans, healthcare
clearing houses, and healthcare providers that conduct certain healthcare
transactions electronically (Covered Entities,), as well as individuals or entities
that perform services for them involving the use, or disclosure of, individually
identifiable health information or “protected health information” under HIPAA.
Such service providers are called “Business Associates." Title II of HIPAA, the
Administrative Simplification Act, contains provisions that address the privacy of
health data, the security of health data, the standardization of identifying
numbers used in the healthcare system and the standardization of certain
healthcare transactions. The privacy regulations protect medical records and
other protected health information by limiting their use and release, giving
patients the right to access their medical records and limiting most disclosures
of health information to the minimum amount necessary to accomplish an
intended purpose. The HIPAA security standards require the adoption of
administrative, physical, and technical safeguards and the adoption of written
security policies and procedures to maintain the security of protected health
information.
Congress subsequently enacted Subtitle D of the Health Information Technology
for Economic and Clinical Health Act (HITECH) provisions of the American
Recovery and Reinvestment Act of 2009. HITECH expanded and strengthened
HIPAA, created new targets for enforcement, imposed new penalties for
noncompliance and established new breach notification requirements for
Covered Entities and Business Associates.
Under HITECH's breach notification requirements, Covered Entities must report
breaches of protected health information that has not been encrypted or
otherwise secured. Required breach notices must be made as soon as is
reasonably practicable, but no later than 60 days following discovery of the
breach. Reports must be made to affected individuals and to the Secretary and,
in some cases depending on the size of the breach, they must be reported
through local and national media. Breach reports can lead to investigation,
enforcement and civil litigation, including class action lawsuits.
Our Redwood City entity serves in some cases as a Business Associate to
customers who are subject to the HIPAA regulations. In this capacity, we
maintain an active compliance program that is designed to identify security
incidents and other issues in a timely fashion and enable us to remediate,
mitigate harm or report if required by law. We are subject to prosecution and/
or administrative enforcement and increased civil and criminal penalties for
non-compliance, including a four-tiered system of monetary penalties adopted
under HITECH. We are also subject to enforcement by state attorneys general
who were given authority to enforce HIPAA under HITECH. To avoid penalties
under the HITECH breach notification provisions, we must ensure that breaches
of protected health information are promptly detected and reported within the
company, so that we can make all required notifications on a timely basis.
However, even if we make required reports on a timely basis, we may still be
subject to penalties for the underlying breach.
California has also adopted the California Consumer Privacy Act of 2018, or
CCPA, which took effect on January 1, 2020 and became enforceable by the
state attorney general on July 1, 2020. The CCPA establishes a new privacy
framework for covered businesses by creating an expanded definition of
personal information, establishing new data privacy rights for consumers in the
State of California, imposing special rules on the collection of consumer data
from minors, and creating a new and potentially severe statutory damages
framework for violations of the CCPA and for businesses that fail to implement
reasonable security procedures and practices to prevent data breaches.
The regulations issued under the CCPA have been modified several times.
Additionally, a new privacy law, the California Privacy Rights Act, or CPRA,
was approved by California voters in the election on November 3, 2020. The
CPRA imposes additional data protection obligations on companies doing
business in California, including additional consumer rights processes,
limitations on data uses, new audit requirements for higher risk data, and opt
outs for certain uses of sensitive data. It also created a new California data
protection agency authorized to issue substantive regulations and could result in
increased privacy and information security enforcement. The majority of the
provisions became effective on January 1, 2023, and additional compliance
investment and potential business process changes may be required. Similar
laws have been adopted in other states (for example, Nevada, Virginia,
Connecticut, Utah and Colorado) or proposed in other states and at the federal
level, and if passed, such laws may have potentially conflicting requirements
that would make compliance challenging.
Many states have also implemented genetic testing and privacy laws imposing
specific patient consent requirements and protecting test results by strictly
limiting the disclosure of those results. State requirements are particularly
stringent regarding predictive genetic tests, due to the risk of genetic
discrimination against healthy patients identified through testing as being at a
high risk for disease. We believe that we have taken the steps required of us to
comply with health information privacy and security statutes and regulations,
including genetic testing and genetic information privacy laws in all
jurisdictions, both state and federal. However, these laws constantly change,
and we may not be able to maintain compliance in all jurisdictions where we
do business. Failure to maintain compliance, or changes in state or federal laws
regarding privacy or security could result in civil and/or criminal penalties,
significant reputational damage and could have a material adverse effect on
our business.
Cyber Security and Artificial Intelligence
The FDA has recently published new guidance’s to regulate significant aspects
of cyber security and artificial intelligence and more are expected to come at
the time of closing this report. QIAGEN is taking measures to update either
standalone software or software driving IVD instruments, either for new devices
or legacy devices, to fulfill the most recent requirements.
U.S. Fraud and Abuse Laws and Other Healthcare Regulations
A variety of state and federal laws prohibit fraud and abuse involving state and
federal healthcare programs, as well as commercial insurers. These laws are
interpreted broadly and enforced aggressively by various federal and state
agencies, including the Centers for Medicare & Medicaid Services (CMS), the
Department of Justice (DOJ), and the Office of Inspector General for the U.S.
Department of Health and Human Services (OIG). The Company seeks to
conduct its business in compliance with all applicable federal and state laws.
State and federal fraud and abuse laws may be interpreted and applied
differently, and arrangements and business practices could be subject to
scrutiny under them by federal or state enforcement agencies. Sanctions for
violations of these laws could result in a wide range of penalties, including but
not limited to significant criminal sanctions and civil fines, among other
penalties.
The Anti-Kickback Statute
The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in
pertinent part, persons from knowingly and willfully soliciting, receiving,
offering or paying remuneration, directly or indirectly, in cash or in kind, in
exchange for or to induce a person:
• To refer an individual to a person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made by federal
healthcare programs; or
• To purchase, lease, order, or arrange for or recommend purchasing, leasing,
or ordering, any good, facility, service, or item for which payment may be
made by a federal healthcare program.
A person or entity does not need to have actual knowledge of the AKS or
specific intent to violate it to have committed a violation. Recognizing that the
AKS is broad and potentially applies to innocuous or beneficial arrangements,
the OIG issued regulations, commonly known as “safe harbors,” which set forth
certain requirements that, if fully met, insulate a given arrangement or conduct
from prosecution under the AKS. The AKS also has statutory exceptions that
provide protection similar to that of safe harbors. If, however, an arrangement
does not meet every requirement of an exception or safe harbor, the
arrangement does not necessarily violate the AKS. A facts-and-circumstances
analysis is necessary to determine AKS compliance or lack thereof. Potential
statutory penalties for violating the AKS include imprisonment and criminal
fines. In addition, through application of other laws, conduct that violates the
AKS can give rise to civil monetary penalties and possible exclusion from
participation in Medicare, Medicaid, and other federal healthcare programs.
Claims including items or services resulting from a violation of the AKS also
constitute a false or fraudulent claim for purposes of the False Claims Act.
In addition to the federal AKS, many states have their own anti-kickback laws.
Often, these laws closely follow the language of the federal law, although they
do not always have the same scope, exceptions, safe harbors or sanctions. In
some states, these anti-kickback laws apply to both state healthcare programs
and commercial insurers. The penalties for violating state anti-kickback
provisions can be severe, including criminal and civil penalties (including
penalties under the state false claims law), imprisonment, and exclusion from
state healthcare programs.
The False Claims Act
The federal False Claims Act (FCA) imposes civil liability on any person or
entity that, among other things, knowingly presents, or causes to be presented,
to the federal government, claims for payment that are false or fraudulent;
knowingly makes, uses, or causes to be made or used, a false statement or
record material to a false or fraudulent claim or obligation to pay or transmit
money or property to the federal government; or knowingly conceals or
knowingly and improperly avoids or decreases an obligation to pay money to
the federal government. The FCA also prohibits the knowing retention of
overpayments (sometimes referred to as “reverse false claims”).
In addition, the FCA permits a private individual acting as a
“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf
of the federal government under the statute’s qui tam provisions, and to share in
any monetary recovery. The federal government may elect or decline to
intervene in such matters, but if the government declines intervention, the
whistleblower may still proceed with the litigation on the government’s behalf.
Penalties for violating the FCA include payment of up to three times the actual
damages sustained by the government, plus substantial per-claim statutory
penalties, as well as possible exclusion from participation in federal healthcare
programs.
Various states have enacted similar laws modeled after the FCA that apply to
items and services reimbursed under Medicaid and other state healthcare
programs, and, in several states, such laws apply to claims submitted to any
payor, including commercial insurers.
There is also a federal criminal false claims statute that prohibits, in pertinent
part, the making or presentation of a false claim, knowing such claim to be
false, to any person or officer in the civil, military, or naval service or any
department or agency thereof. Potential penalties for violating this statute
include fines or imprisonment.
Healthcare Fraud and False Statements
The federal healthcare fraud statute criminalizes, in pertinent part, knowingly
and willfully defrauding a healthcare benefit program, which is defined to
include commercial insurers. A violation of this statute may result in fines,
imprisonment, or exclusion from participation in federal healthcare programs.
The federal criminal statute prohibiting false statements relating to health care
matters prohibits, in pertinent part, knowingly and willfully (i) falsifying,
concealing, or covering up a material fact, or (ii) making a materially false,
fictitious, or fraudulent statement or representation, or making or using any
materially false writing or document knowing that writing or document to
contain any materially false, fictitious, or fraudulent statements, in connection
with the delivery of or payment for healthcare benefits, items, or services. This
statute also applies to healthcare benefit programs. A violation of this statute
may result in fines or imprisonment.
Civil Monetary Penalties Law
The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other
things, (1) the offering or transfer of remuneration to a beneficiary of Medicare
or a state healthcare program if the person knows or should know it is likely to
influence the beneficiary’s selection of a particular provider, practitioner, or
supplier of services reimbursable by Medicare or a state healthcare program,
unless an exception applies; (2) employing or contracting with an individual or
entity that the provider knows or should know is excluded from participation in
a federal healthcare program; (3) billing for services requested by an
unlicensed physician or an excluded provider; and (4) billing for medically
unnecessary services. The potential penalties for violating the CMP Law include
exclusion from participation in federal healthcare programs, substantial fines,
and payment of up to three times the amount billed, depending on the nature of
the offense.
Physician Payments Sunshine Act
The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting
requirements on manufacturers of certain devices, drugs, biologics, and
medical supplies for which payment is available under Medicare, Medicaid, or
the Children’s Health Insurance Program (CHIP), with certain exceptions.
Manufacturers to which the Sunshine Act applies must collect and report
annually certain data on certain payments and transfers of value by them (and
in some cases their distributors) to physicians, teaching hospitals, and certain
advanced non-physician healthcare practitioners, as well as ownership and
investment interests held by physicians and their immediate family members.
The reporting program (known as the Open Payments program) is administered
by CMS.
There are also an increasing number of state “sunshine” laws that require
manufacturers to provide reports to state governments on pricing and marketing
information. Several states have enacted legislation requiring manufacturers,
including medical device companies to, among other things, establish
marketing compliance programs, file periodic reports with the state, make
periodic public disclosures on sales and marketing activities, and to prohibit or
limit certain other sales and marketing practices.
Failure to comply with the Sunshine Act or state equivalents could result in civil
monetary penalties, among other sanctions, depending upon the nature of the
violation.
Foreign Corrupt Practices Act
Despite extensive procedures to ensure compliance, we may also be exposed
to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which
generally prohibits companies and their intermediaries from making corrupt
payments to foreign officials for the purpose of obtaining or maintaining
business or otherwise obtaining favorable treatment, and requires companies to
maintain adequate record-keeping and internal accounting practices to
accurately reflect the transactions of the company. We are also subject to a
number of other laws and regulations relating to money laundering,
international money transfers and electronic fund transfers. These laws apply to
companies, individual directors, officers, employees and agents.
Environment, Health and Safety
We are subject to laws and regulations related to the protection of the
environment, the health and safety of our employees and the handling,
transportation and disposal of medical specimens, infectious and hazardous
waste and radioactive materials. For example, the U.S. Occupational Safety
and Health Administration (OSHA) has established extensive requirements
relating specifically to workplace safety for healthcare employers in the United
States This includes requirements to develop and implement multi-faceted
programs to protect workers from exposure to blood-borne pathogens, such as
HIV and hepatitis B and C, including preventing or minimizing any exposure
through needle stick injuries. For purposes of transportation, some biological
materials and laboratory supplies are classified as hazardous materials and are
subject to regulation by one or more of the following agencies: the U.S.
Department of Transportation, the U.S. Public Health Service, the U.S. Postal
Service and the International Air Transport Association. The U.S. Environmental
Protection Agency (EPA) has also promulgated regulations setting forth
importation, labelling, and registration requirements, among others, which may
apply to certain products and/or establishments of the company.
Rest of the World Regulation
In addition to regulations in the United States and the EU, we are subject to a
variety of regulations governing clinical studies and commercial sales and
distribution of molecular testing instruments, consumables and digital solutions
in other jurisdictions around the world. These laws and regulations typically
require the licensing of manufacturing facilities, as well as controlled research,
testing and governmental authorization of product candidates. Additionally,
they may require adherence to good manufacturing, clinical and laboratory
practices.
We must obtain marketing authorization from regulatory authorities in all
countries where we distribute our products. The requirements governing the
conduct of product authorization, pricing and reimbursement vary greatly from
country to country. If we fail to comply with applicable regulatory requirements,
we may be subject to, among other things, fines, suspension or withdrawal of
regulatory authorizations, product recalls, seizure of products, operating
restrictions, or criminal prosecution.
Reimbursement
United States
In the United States, payments for diagnostic tests come from several sources,
including commercial insurers, (which might include health maintenance
organizations and preferred provider organizations); government healthcare
programs (such as Medicare or Medicaid); and, in many cases, the patients
themselves. For many years, federal and state governments in the United States
have pursued methods to reduce the cost of healthcare delivery. For example,
in 2010, the United States enacted major healthcare reform legislation known
as the Patient Protection and Affordable Care Act (ACA). Such changes have
had, and are expected to continue to have, an impact on our business.
In addition, in August 2011, the Budget Control Act of 2011, among other
things, created measures for spending reductions by Congress. A Joint Select
Committee on Deficit Reduction, tasked with recommending a targeted deficit
reduction of at least $1.2 trillion for the years 2013 through 2021, was unable
to reach required goals, thereby triggering the legislation’s automatic reduction
to several government programs. This includes aggregate reductions of
Medicare payments to providers up to 2% per fiscal year, and, due to
subsequent legislative amendments, will remain in effect through 2032 unless
additional Congressional action is taken.
We frequently identify value propositions on our products and communicate
them to payors, providers, and patient stakeholders and attempt to positively
impact coverage, coding and payment pathways. However, we have no direct
control over payor decisions with respect to coverage and payment levels for
our products. The manner and level of reimbursement may depend on the site
of care, the procedure(s) performed, the final patient diagnosis, the device(s)
and/or drug(s) utilized, the available budget, or a combination of these factors,
and coverage and payment levels are determined at each payor’s discretion.
Changes in reimbursement levels or methods may positively or negatively affect
sales of our products in any given country for any given product. At QIAGEN,
we work with several specialized reimbursement consulting companies and
maintain regular contact with payors.
As government programs seek to expand healthcare coverage for their citizens,
they have at the same time sought to control costs by limiting the amount of
reimbursement they will pay for particular procedures, products or services.
Many third-party payors have developed payment and delivery mechanisms to
support cost control efforts and to focus on paying for quality. Such mechanisms
include payment reductions, pay-for-performance metrics, quality-based
performance payments, restrictive coverage policies, studies to compare
effectiveness and patient outcomes, and technology assessments. These
changes have increased emphasis on the delivery of more cost-effective and
quality-driven healthcare.
Code Assignment
In the United States, a third-party payor's decisions regarding coverage and
payment are impacted, in large part, by the specific Current Procedural
Terminology (CPT) code used to identify a test. The American Medical
Association (AMA) publishes the CPT, which identifies codes, along with
descriptions, for reporting medical services and procedures. The purpose of the
CPT is to provide a uniform language that accurately describes medical,
surgical, and diagnostic services and thereby to ensure reliable nationwide
communication among healthcare providers, patients, and third-party payors.
CMS uses its own Healthcare Common Procedure Coding System (HCPCS)
codes for medical billing and reimbursement purposes. Level I HCPCS codes
are comprised of current CPT codes, while Level II HCPCS codes primarily
represent non-physician services and Level III HCPCS codes are local codes
developed by Medicaid agencies, Medicare contractors and commercial
insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the
CPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-
numeric CPT codes with a corresponding descriptor for laboratories or
manufacturers that want to more specifically identify their test.
A manufacturer of in vitro diagnostic kits or a provider of laboratory services
may request establishment of a Category I CPT code for a new product or a
PLA Code or both. In addition, Z-Code identifiers are unique five-character
alphanumeric codes associated with a specific molecular diagnostic test. When
a claim is submitted to a payor for molecular diagnostic testing, it includes the
associated CPT code and, if required, the applicable Z-Code identifier.
Assignment of a specific CPT code ensures routine processing and payment for
a diagnostic test by both commercial insurers and government payors.
The AMA has specific procedures for establishing a new CPT code and, if
appropriate, for modifying existing nomenclature to incorporate a new test into
an existing code. If the AMA concludes that a new code or modification of
nomenclature is unnecessary, the AMA will inform the requestor how to use one
or more existing codes to report the test.
While the AMA's decision is pending, billing and collection may be sought
under an existing, non-specific CPT code (among other existing CPT codes). A
manufacturer or provider may also decide not to request assignment of a CPT
code and instead use an existing, non-specific (or other) CPT code (or codes)
for reimbursement purposes. However, use of non-specific codes may result in
more frequent denials and/or requests for supporting clinical documentation
from the third-party payor and in lower reimbursement rates, which may vary
based on geographical location.
CMS reimbursement rates for clinical diagnostic tests are defined by CPT and
HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the
AMA added 127 new CPT codes for molecular pathology services that became
effective on January 1, 2013. These new CPT codes are biomarker specific and
were designed to replace the previous methodology of billing for molecular
pathology testing, which involved “stacking” a series of non-biomarker specific
CPT codes together to describe the testing performed. CMS issued final national
reimbursement amounts for the new CPT codes in November 2013. These
federal reimbursement amounts are widely acknowledged to be lower than the
reimbursement obtained by the now outdated “stacking” method, but
commercial insurers and Medicare contractors are still in the process of
solidifying their coverage and reimbursement policies for the testing described
by these new CPT codes.
As of January 1, 2018, in accordance with the Protecting Access to Medicare
Act of 2014 (PAMA), applicable laboratories are required to report to CMS
commercial insurer payment rates and volumes for their tests. CMS uses the
data reported and the HCPCS code associated with the test to calculate a
weighted median payment rate for each test, which is used to establish revised
Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory
tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a
new or substantially revised CPT code, the initial payment rate is assigned
using the gap-fill methodology.
If the test at issue falls into the category of new advanced diagnostic laboratory
test (ADLT) instead of CDLT, the test will be paid based on an actual list charge
for an initial period of three quarters, before being shifted to the weighted
median commercial insurer rate reported by the laboratory performing the
ADLT. Laboratories offering ADLTs are subject to recoupment if the actual list
charge exceeds the weighted median private payor rate by a certain amount.
Since December 2019, Congress has passed a series of laws to modify
PAMA’s statutory requirements related to the data reporting period and phase-
in of payment reductions under the CLFS for CDLTs that are not ADLTs. Most
recently, the Continuing Appropriations and Extensions Act, 2025 2025 (Pub.
L. 118-83, enacted on September 26, 2024) further delayed the reporting
requirement as well as the application of the 15 percent phase-in reduction.
Under these statutory provisions, the next data reporting period for CDLTs that
are not ADLTs will be January 1, 2026 through March 31, 2026, and will be
based on the most recent data collection period of January 1, 2019 through
June 30, 2019. After this data reporting period, the three-year data reporting
cycle for these tests will resume (e.g., 2029, 2032, etc.).
This same series of laws passed since December 2019 also modified the phase-
in of payment reductions resulting from private payor rate implementation so
that a 0.0 percent reduction limit was applied for calendar years 2021 through
2024, as compared to the payment amounts for a test the preceding year. The
Continuing Appropriations and Extensions Act, 2025 further applied a 0.0
reduction limit for calendar year 2025. As a result, payment may not be
reduced by more than 15 percent per year for calendar years 2026, 2027,
and 2028, as compared to the payment amount established for a test the prior
year.
CMS’s methodology under PAMA (as well as the willingness of commercial
insurers to recognize the value of diagnostic testing and pay for that testing
accordingly) renders commercial insurer payment levels even more significant.
This calculation methodology has resulted in significant reductions in
reimbursement, even though CMS imposed caps on those reductions. Given the
many uncertainties built into PAMA’s price-setting process, it is difficult to
predict how payments made by CMS under the CLFS may change from year to
year.
Coverage Decisions
When deciding whether to cover a particular diagnostic test, third-party payors
generally consider whether the test is a medically necessary and, if so, whether
the test will directly impact clinical decision making. For coverage, the testing
method should be considered scientifically valid to identify the specific gene
biomarker or gene mutation, and must have been demonstrated to improve
clinical outcomes for the patient’s condition. Coverage of a drug therapy and
its companion diagnostic for cancer treatment indications may be validated by
a NCCN category 1, 2A or 2B recommendation. However, most third-party
payors do not cover experimental services. Coverage determinations are often
influenced by current standards of practice and clinical data, particularly at the
local level. CMS has the authority to make coverage determinations on a
national basis, but most Medicare coverage decisions are made at the local
level by contractors that administer the Medicare program in specified
geographic areas. Commercial insurers and government payors have separate
processes for making coverage determinations, and commercial insurers may or
may not follow Medicare's coverage decisions. If a third-party payor has a
coverage determination in place for a particular diagnostic test, billing for that
test must comply with the established policy. Otherwise, the third-party payor
makes reimbursement decisions on a case-by-case basis.
Payment
Payment for covered diagnostic tests is determined based on various
methodologies, including prospective payment systems and fee schedules. In
addition, commercial insurers may negotiate contractual rates with participating
providers, establish fee schedule rates, or set rates as a percentage of the billed
charge. Diagnostic tests furnished to Medicare inpatients generally are included
in the bundled payment made to the hospital under Medicare's Inpatient
Prospective Payment System, utilizing Diagnosis Related Groups (DRGs)
depending on the patient’s condition. Payment rates for diagnostic tests
furnished to Medicare beneficiaries in outpatient settings are the lesser of the
amount billed, the local fee for a geographic area, or a national limit. Each
year, the fee schedule is updated for inflation and could be modified by
Congress in accordance with the CLFS rules and provisions. Medicaid
programs generally pay for diagnostic tests based on a fee schedule, but
reimbursement varies by geographic region.
European Union
In the European Union, the reimbursement mechanisms used by private and
public health insurers vary by country. For the public systems, reimbursement is
determined by guidelines established by the legislator or responsible national
authority. As elsewhere, inclusion in reimbursement catalogues focuses on the
medical usefulness, need, quality and economic benefits to patients and the
healthcare system. Acceptance for reimbursement comes with cost, use and
often volume restrictions which, again, can vary by country.
Disclosure Controls and Procedures
Our Managing Directors, with the assistance of other members of management,
performed an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on that evaluation, they concluded
that as of December 31, 2024, our disclosure controls and procedures were
effective to ensure that information required to be disclosed by us in the reports
that we file is recorded, processed, summarized and reported in a timely
manner and is accumulated and communicated to our management, including
our Managing Directors, as appropriate to allow timely decisions regarding
required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, no matter how well designed, such as the possibility
of human error and the circumvention or overriding of the controls and
procedures. Therefore, even those systems determined to be effective may not
prevent or detect misstatements and can provide only reasonable assurance of
achieving their control objectives. In addition, any determination of
effectiveness of controls is not a projection of any effectiveness of those controls
to future periods, as those controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting
during 2024 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Signatures
Venlo, the Netherlands, April 28, 2025
QIAGEN N.V.
Thierry BernardRoland Sackers
Chief Executive OfficerChief Financial Officer