UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-K

FORM 10-K

For the Fiscal Year Ended May 31, 2017 2023

or

For The Transition Period FromTo.

COMMISSION FILE NUMBER0-17988

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

620 Lesher Place

Lansing, Michigan48912

(Address of principal executive offices, including zip code)

517-372-9200517-372-9200

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $0.16 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒ No ☐

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

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

Indicate by check mark if disclosure of delinquent filerswhether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to ItemRule 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III S-T (§ 232.405 of this Form10-K or any amendmentchapter) during the preceding 12 months (or for such shorter period that the registrant was required to this Form10-K.submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anon-accelerated filer.an emerging growth company. See definitionthe definitions of “accelerated filer and large“large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

(Check one):

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒

Based on the closing sale price on November 30, 20162022 the aggregate market value of the voting stock held bynon-affiliates of the registrant was $2,403,000,000.$3,572,273,371. For these purposes, the registrant considers its Directors and executive officers to be its only affiliates.

The number of outstanding shares of the registrant’s Common Stock was 38,211,873216,308,912 on June 30, 2017.2023.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’sCertain portions of the registrant’s definitive proxy statement to be prepared pursuant to Regulation 14a and filed in connection with solicitation of proxies for its October 5, 201725, 2023 annual meeting of shareholders isare incorporated by reference into part III of thisthe Form10-K.

TABLE OF CONTENTS

1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this Annual Report on Form10-K, including statements relating to management’s expectations regarding new product introductions; the adequacy of the Company’sour sources for certain components, raw materials and finished products; and the Company’sour ability to utilize certain inventory. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. There are a number of important factors, including circumstances beyond our control at our transition manufacturing partner, competition, recruitment, retention, dependence on key employees, impact of weather on agriculture and food production, global business disruption caused by the Russia invasion in Ukraine and related sanctions, identification and integration of acquisitions, research and development risks, intellectual property protection, government regulation and other risks detailed in item 1A. RISK FACTORS in this Form 10-K and from time to time in the Company’s reports on file at the Securities and Exchange Commission (SEC), that could cause Neogen Corporation’s results to differ materially from those indicated by such forward-looking statements, including those detailed in ITEM 1A. RISK FACTORS and under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Critical Accounting Policies and Estimates,” and “Future Operating Results.”statements.

In addition, any forward-looking statements represent management’s views only as of the day this Annual Report on Form10-K was first filed with the Securities and Exchange Commission and should not be relied upon as representing management’s views as of any subsequent date. While management may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its views change.

PART I

As used in this Annual Report on Form 10-K, the terms “Neogen,” “the Company,” “we,” “us,” and “our” refer to Neogen Corporation and, where appropriate, its consolidated subsidiaries, (Neogen orunless the Company)context indicates otherwise.

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PART I

(Dollar amounts in thousands)

ITEM 1. BUSINESS

Neogen Corporation and its subsidiaries develop, manufacture, and market a diverse line of products and services dedicated to food and animal safety. The Company’sOur Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., dehydrated culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminantby-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. TheOur diagnostic test kits are generally less expensive, easier to use and provide greater accuracy and speed than conventional diagnostic methods. The majority of the teststhese test kits are disposable,single-use, immunoassay and DNA detection products that rely on the Company’s proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results. The Company’sOur expanding line of food safety products also includes bioluminescence-basedgenomics-based diagnostic technology.technology and advanced software systems that help testers to objectively analyze and store their results and perform analysis on the results from multiple locations over extended periods.

On September 1, 2022, Neogen, 3M Company (“3M”) and Neogen Food Safety Corporation (“Neogen Food Safety Corporation”), a subsidiary created to carve out 3M’s Food Safety Division (“3M FSD”, “FSD”), closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”, the "Transaction"). Following the FSD transaction, pre-merger Neogen Food Safety Corporation stockholders own, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock, and pre-merger Neogen shareholders own, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. See Note 3 "Business Combinations" to the consolidated financial statements for further discussion. FSD products are reported in the Food Safety segment.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing, and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, rodenticides,rodent control products, cleaners, disinfectants, insecticidesinsect control products and genomics testing services for the worldwide animal safety market. The majority of these consumable products are marketed through a network of nationalveterinarians, retailers, livestock producers, and international distributors, as well as a number of large farm supply retail chains in the United States and Canada. The Company’s USDA-licensed facility in Lansing, Michigan, produces immunostimulant products for horses and dogs, and a unique equine botulism vaccine. The Company’sanimal health product distributors. Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace and human forensic market.markets.

Neogen’s products are marketed by Companyour sales personnel in the U.S., Canada, Mexico, the United Kingdom and other parts of Europe, Brazil, China, India and by distributors throughout the rest of the world.

Neogen’s Our mission is to be the leading company in the development and marketing of solutions for food and animal safety. To meet this vision,mission, a growth strategy consisting of the following elements has been developed: (i) increasing sales of existing products; (ii) introducing newinnovative products and product lines;services; (iii) expandinggrowing international sales; and (iv) acquiring businesses and forming strategic alliances. The Company hasWe have been historically been successful at increasing product sales organically, including international growth, and maintainsmaintain an active acquisition program to identify and capitalize on opportunities to acquire new products, and/businesses or businesses.technology.

Neogen Corporation was formed as a Michigan corporation in June 1981 and actual operations began in 1982. The Company’sOur principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912-1595, and itsour telephone number is(517) 372-9200.

Neogen’s Annual Report on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K, and amendments to those reports are available free of charge via our website (www.neogen.com) as soon as reasonably practicable after such information is filed with, or furnished to, the United States Securities and Exchange Commission. The content of our website or the website of any third party that may be noted herein is not incorporated by reference in this Form 10-K.

PRODUCTS3

PRODUCTS

Product trademarks and registered trademarks owned by Neogen include:Neogen^®

CORPORATE:Neogen®, Neogen flask logo^(logo)®;, Neogen and flask (logo)®, NeoCenter™

FOOD SAFETY: AccuClean^®AccuClean®, AccuPoint^®AccuPoint®, AccuScan^®AccuScan®, Acumedia^®Acumedia®, Agri-Screen^®Agri-Screen®, Alert^®Alert®, ANSR^®ANSR® , BetaStar^®Betastar®, BioLumix^®BioLumix®, Ceralpha®, Clean-Trace®, Colitag™, F.A.S.T.^®, GeneQuence^®Freeze Watch®, GENE-TRAK^®GeneQuence®, Harlequin^TMISO-GRID^®Harlequin®, Iso-Grid®, Lab M^®M®, NeoCare™Listeria Right Now™, Megazyme®, Megazyme (design) ®, MonitorMark®, MPNTray™, NeoColumn™, NeoFilm^®, NeoNet™NeoNet®, NeoSeek™,NEO-GRID^® NEO-GRID®, Penzyme^®Penzyme®, Raptor™Petrifilm®, Reveal^®Raptor®, Soleris^®Reveal®, µPREP^®Soleris®, Veratox^®µPREP®, Simple. Accurate. Supported. Food Safety Solutions^SM;Veratox®

LIFE SCIENCES: Alert^®,K-Blue^®,K-Blue Substrate^®Alert®, K-Gold^®K-Blue®, NeoSal^®;K-Gold®, NeoSal®

ANIMAL SAFETY:Acid-A-Foam™, Aero-ssault™,Ag-Tek^® Ag-Tek®, AluShield™, AquaPrime^®AquaPrime®, Assault^®Assault®, Barnstorm™Barnstorm®, BioCres™ 50,BioPhene™, BioQuat™, BotVax^®BotVax®, Breeder-Sleeve^®, Bromethalin One Meal Is All It Takes(design)^®Breeder-Sleeve®, Calf Eze™, Chem-Tech, Ltd.™, Chem-Tech’s CT logo (with circle)™,Chlor-A-Foam™, COMPANION™, Cowboy Syringe^®,CT-511^®CT-511®, Cykill™, D3™ Needles, DC&R^®D3X™, DeciMax^®DC&R®,Di-Kill^® DeciMax®, Di-Kill®, Dr. Frank’s^®,Dy-Fly^®,Dyne-O-Might^®Frank’s®, Earth City Resources (design)^®Dy-Fly®, ElectroJac^®DX3™, Dyne-O-Might®, ElectroJac®, ELISA Technologies (design)^®, EqStim^®EqStim®, EquiSleeve^®,E-Z Bond™,E-Z Catch^®EquiSleeve™, Farmphene^®E-Z Catch®,Final-Fly-T^® Farm-Foam™, Final-Fly-T®, Fly-Die Defense™, Fura-Zone^®Fly-Die Ultra™, GenQuat™Fura-Zone®, Gene-Trak®, Horse Sense^®Sense®, Ideal^®Ideal®, ImmunoRegulin^®ImmunoRegulin®, Insectrin^®Iodis®, Insight™Jolt®, Iodis^®LD-44T™, Jolt^®LD-44Z™,LD-44^® MACLEOD®,LD-44T™, Maxi Sleeve^®, MaxKlor^®Sleeve®, MegaShot™, MycAseptic™Viroxide Super™, NeedleGard™Neogen® Viroxide Super and flask (design)®, NFZ™, Nu Dyne^®Dyne®, PanaKare™, Pantek™Paradefense®, ParlorMint™Parvosol®, Parvosol^®Peraside™, Place Pack^®Pack®, PolyPetite™, PolyShield™, PolySleeve^®PolySleeve®, Preserve™Preserve®, Preserve International™International®, Preserve International(design)™®, Prima®, Prima Marc™, Prima^®Prima-Shot™, Prima Tech^®Tech®, Prima Tech logo^®,Pro-Fix^®,Pro-Flex^®Pro-Fix®, Promar™Pro-Flex®,Pro-Shot™,PRO-TECT 6 MIL^®,PRO-TECT 6 MIL logo^® Protectus™, Prozap^®Provecta®, Provecta Advanced®, Prozap®, Prozap (stylized mark w/fancy Z)™,PY-75™, Quat-Chem™, Ramik^®, Rat &Mouse-A-Rest II^® Ramik®, RenaKare™, Rodent Elimination Station™Rodex™, Rodex™,Rot-Not™,Safe-T-Flex™, Siloxycide^® Siloxycide®, Spectrasol™Squire®, Spec-Tuss™Standguard®, Squire^®Stress-Dex®, Starlicide^®,Stress-Dex^®SureBond®, SureBond^®SureKill®, SureKill^®,Swine-O-Dyne™, Synergize^®Swine-O-Dyne®, SyrVet^®Synergize®, Tetrabase™Tetrabase®, Tetracid^®Tetracid®,Tetradyne™ Tetradyne®, ThyroKare™, TopHoof™,Tri-Hist^®,Tri-Seal™, Tryad^®Tri-Hist®, Turbocide^®Triplox™, Paradefense®, Turbocide®, Turbocide Gold^®Gold®, Uniprim^®Uniprim®, UriKare™,VAP-5™,VAP-20™,Vet-Tie™,Vita-15™, War Paint^®Paint®, We keep ‘em movin’^®,X-185™, Zipcide^®;

GENOMICS: Deoxi™Aviandx and Design®, GeneSeek^®Canine HealthCheck®, Canine HealthCheck and Design®, CatScan and Design®, EarlyBird Sex Identification®, Envigor™, GeneSeek®, Genomic Profiler™, Genomic SolutionsInsight for Food Security^®Personalized Care™, Igenity^®Igenity®, Infiniseek™, Paw Print Genetics®, Paw Print Pedigrees®, SeekGain™, SeekSire™, SeekTrace™Skimseek®,Tru-Polled^®;LOGOTYPES: Early Warning™

LOGOTYPES:BioSentry barn logo^®logo®, BioSentry chicken logo^®logo®, BioSentry pig logo^®logo®, Circular design^®design®, TurboCide^®TurboCide® (stylized).

Neogen operates in two business areas: the Food Safety and the Animal Safety segments. See Notesthe “Notes to Consolidated Financial Statements elsewhere inStatements” section of this Form10-K for financial information about the Company’sour business segments and international operations.

FOOD SAFETY SEGMENTFood Safety Segment

Neogen’s Food Safety segment primarily is primarily engaged in the production and marketing of diagnostic test kits and complementary products marketed to food and feed producers and processors to detect dangerous and/or unintended substances in food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications meat speciation, drug residues, pesticide residues and general sanitation concerns.

Our test kits are used to detect potential hazards or unintended substances in food and animal feed by testers ranging from small local grain elevators to the largest, best-known food and feed processors in the world, and numerous regulatory agencies. Along with detection of contaminants in foods, we also detect beneficial components in foods such as dietary fiber and carbohydrates. Neogen’s products include tests for:

4

Mycotoxins. Grain producers and processors of all types and sizes use the Company’sour Veratox, Agri-Screen, Reveal, Reveal Q+ and Reveal Q+ MAX tests to detect the presence of mycotoxins, including aflatoxin, aflatoxin M1, deoxynivalenol, fumonisin, ochratoxin, zearalenone, andT-2/HT-2 toxin and ergot alkaloid, to help ensure product safety and quality in food and animal feed.

Food allergens. The world’s largest producers of cookies, crackers, candy, ice cream and many other processedbetaprocessed foods use the Company’sour Veratox, Alert, Reveal, Reveal3-D and BioKits testing products for food allergens to help protect their food-allergic customers from the inadvertent contamination of products with food allergens, such asincluding but not limited to peanut, milk, egg, almond, gliadin (gluten), soy, hazelnut and hazelnutcoconut residues. Also included in our food allergen testing portfolio are Allergen Protein Rapid Kits and Allergen Protein ELISA Kits, acquired as part of the FSD transaction in September of 2022.

Dairy antibiotics. Dairies are the primary users of Neogen’s BetaStar, BetaStar Combo, BetaStar 4D and Penzyme diagnostic tests to detect the presence of beta-lactam and tetracycline antibiotics in milk. The presence of these drugs in milk is a public health hazard and an economic risk to processors as it limits the milk’s further processing.

Foodborne pathogens. Meat and poultry processors, seafood processors, fruit and vegetable producers and many other market segments are the primary users of Neogen’s ANSR and Reveal tests for foodborne bacteria, includingE. coli O157:H7,Salmonella,Listeriaand Campylobacter. Neogen’s ANSR pathogen detection system is an isothermal amplification reaction test method whichthat exponentially amplifies the DNA of any bacteria present in food and environmental samples to detectable levels in 10 minutes. Combined with ANSR’s single enrichment step, Neogen’s pathogen detection method providesDNA-definitive results in a fraction of the time of other molecular detection methods. The Molecular Detection System, an isothermal DNA detection and bioluminescence device, and unique Molecular Detection Assays provide a total solution for fast and accurate pathogen detection, acquired as part of the FSD transaction in September 2022. Our Listeria Right Now test detects the pathogen in less than 60 minutes without sample enrichment. Reveal’s lateral flow device combines an immunoassay with chromatography for a rapid and accurateone-step result.

Spoilage microorganisms. Neogen’s Soleris and BioLumix products are used by food processors to identify the presence of spoilage organisms (e.g., yeast and mold) and other microbiological contamination in food. The systems measure microbial growth by monitoring biochemical reactions that generate a color change in the media as microorganisms grow. The sensitivity of the system allows detection in a fraction of the time needed for traditional methods, with less labor and handling time. Our NeoSeek genomics services utilize a novel application of metagenomics to determine all bacteria in a sample, without introducing biases from culture media, and without the need to generate a bacterial isolate for each possible microbe in a sample. The Microbial Luminescence System (MLS II), acquired in the September 2022 FSD transaction, is designed for the rapid detection of microbial contamination in dairy and dairy-related products, utilizing adenosine triphosphate ("ATP") bioluminescence technology.

Sanitation monitoring. Neogen manufactures and markets itsour AccuPoint Advanced rapid sanitation test for adenosine triphosphate (ATP),to detect the presence of ATP, a chemical found in all living cells. ThisAlso included in our ATP sanitation monitoring portfolio is the Clean-Trace™ hygiene monitoring system, acquired as part of the FSD transaction in September 2022. These easy-to-use and inexpensive test usestests use bioluminescence to quickly determine if a contact surface has been completely sanitized. When ATP comes into contact with the reagents contained in the test device, a reaction takes place that produces light. More light is indicative of higher levels of ATP and a need for more thorough sanitation. The Company’sOur worldwide customer base for its ATP sanitation testing products includes food and beverage processors, the food service and healthcare industries, as well as many other users.

Dehydrated culture media.Neogen’s Acumedia and Lab M products offer dehydrated culture media for varied purposes, including traditional bacterial testing and the growth of beneficial bacteria, such as cultures for sausages and beer. The Company’s customers for dehydrated culture media also include commercial and research laboratories and producers of pharmaceuticals, cosmetics and veterinary vaccines.

Seafood contaminants. Neogen’s specialty products for the seafood market include tests for histamine, a highly allergenic substance that occurs when certain species of fish begin to decay; chloramphenicol, a banned antibiotic in most of the world, but still used by some shrimp farmers to improve the yield of their products;and sulfite, an effective but potentially allergenic shrimp preservative;preservative.

Waterborne microorganisms. Neogen offers the food and shellfish toxins.beverage industries, including water companies, several platforms for performing the microbial analysis of water. This includes Neogen’s filter tests, which are a combination of Neogen Filter membrane filtration and Neogen Culture Media ampouled media, and an easy-to-use Colitag product. With Colitag, after an incubation period, the sample changes color in the presence of coliforms and fluoresces in the presence of E. coli.

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Culture media. Neogen Culture Media, formerly Neogen’s Acumedia and Lab M products, offers culture media and prepared media for varied purposes, including traditional bacterial testing and the growth of beneficial bacteria, such as cultures for sausages and beer. Also included under Neogen Culture Media is the Petrifilm solution, acquired as part of the FSD transaction in September 2022. Petrifilm standard and rapid plates are all-in-one plating systems that serve as an efficient method for the detection and enumeration of various microorganisms. Our customers for culture media also include commercial and research laboratories and producers of pharmaceuticals, cosmetics and veterinary vaccines.

Food quality diagnostics. Through the Ireland-based Megazyme, Ltd., Neogen supplies diagnostic kits and specialty enzymes used worldwide by quality control laboratories in the food, animal feed and beverage industries. Megazyme’s validated assays and reagents are used across various food industries such as the grain, wine and dairy markets, to measure dietary fibers, complex carbohydrates, simple sugars and organic acids, such as lactose.

Sample handling. Neogen offers a range of sample handling products, acquired through the September 2022 FSD transaction. These innovative solutions are designed to make environmental and carcass sample collection and preparation more reliable and convenient than traditional methods. These products are manufactured to meet the highest quality standards and government regulations, maximizing accuracy, consistency and efficiency, while remaining cost efficient.

Digital services. Our food safety and risk management software-as-a-service, Neogen Analytics, delivers a comprehensive Environmental Monitoring Program (EMP) automation solution for food companies. The software reduces risk by increasing the visibility of food safety testing results, elevating the ability to comply with and improve food safety standards. With the Corvium acquisition in February 2023, Neogen's capabilities expanded with additional services and modules to include data aggregation and digitalized workflow services for product testing and sanitation programs.

Laboratory services. Neogen offers food safety analysis services in the United States ("U.S."), United Kingdom ("U.K.") and India. These ISO-accredited laboratories offer a variety of fee-for-service tests for the food and feed industries.

The majority of Neogen’s food safety test kits use immunoassay technology to rapidly detect target substances. The Company’sOur ability to produce high qualityhigh-quality antibodies sets itsour products apart from immunoassay test kits produced and sold by other companies. The Company’sOur kits are available in microwell formats, which allow for automated and rapid processing of a large number of samples, andas well as lateral flow and other similar devices that provide distinct visual results. Typically, test kits use antibody-coated test devices and chemical reagents to indicate a positive or negative result for the presence of a target substance in a test sample; thesample. The simplicity of the tests makes them accessible to all levels of food producers, processors and handlers. Neogen also offers other testtesting methods and products to complement its immunoassay tests.

The Company’sOur test kits are generally based on internally developed technology, licensed technology, or technology that is acquired in connection withas a result of acquisitions. In fiscal 2017,2023, the Food Safety segment incurred royalty expense totaling $1,710,000$3,118 for licenses and royalties for licensed technology used in the Company’sour products, including expense of $863,000$838 for allergen products $199,000and $489 for the pathogen product line and $375,000 for licenses related to the dairy antibiotics product line. Generally, the Company’s royalty rates are in the range of 2% to 10% of revenues on products containing the licensed technology. Some licenses involve technology that is exclusive to Neogen’s use, while others arenon-exclusive and involve technology licensed to multiple licensees.

Neogen’s international operations in the United Kingdom,U.K., Europe, Mexico, Guatemala, Brazil, Argentina, Uruguay, Chile, China and India originally focused on the Company’s Food Safetyfood safety products, and each of these units reports through the Food Safety segment. In recent years, these operations have expanded to offer the Company’sour complete line of products and services, including those usually associated with the Animal Safety segment, such as cleaners, disinfectants, rodenticides, insecticides,rodent control, insect control, veterinary instruments and genomics services. These additional products and services are managed and directed by existing management at our international operations and are reportedreport through the Food Safety segment.

Revenues from Neogen’s Food Safety segment accounted for 47.4%66.5%, 45.6%49.3%, and 46.5%50.0% of the Company’sour total revenues for fiscal years ended May 31, 2017, 20162023, 2022 and 2015,2021, respectively.

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ANIMAL SAFETY SEGMENT

Neogen’s Animal Safety segment is primarily engaged in the development, manufacture, marketing, and marketingdistribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, a full suite of agricultural biosecurity products such as rodenticides,rodent control, cleaners, disinfectants and insecticides,insect control, and genomics services.

Veterinary instruments. Neogen markets a broad line of veterinary instruments and animal health delivery systems primarily under the Ideal brand name. Approximately 250 different products are offered, many of which are used to deliver animal health products, such as antibiotics and vaccines. Ideal’s D3 and D3X Needles are stronger than conventional veterinary needles and are uniquely detectable by metal detectors at meat processing facilities — a potential market advantage in the safety-conscious beef and swine industries. Neogen’s Prima Tech product line consists of highly accurate devices used by farmers, ranchers and veterinarians to inject animals, provide topical applications and to use for oral administration. The Prima Tech isline also a supplier ofincludes products used in artificial insemination in the swine industry. Other products includeindustry, animal identification products and handling equipment.

Veterinary pharmaceuticals. Animal Safety’s NeogenVet product line provides innovative, value-added, high quality products to the veterinary market. Top NeogenVet products include PanaKare, a digestive aid that serves as a replacement therapy where digestion of protein, carbohydrate and fat is inadequate due to exocrine pancreatic insufficiency; Natural VitaminE-AD, which aids in the prevention and treatment of vitamin deficiencies in swine, cattle and sheep; and RenaKare, a supplement for potassium deficiency in cats and dogs. Other products sold under the NeogenVet brand includeVita-15dogs; and Liver 7, which areThyroKare, a supplement used in the treatment and prevention of nutritional deficiencies. The Companyas replacement therapy for dogs with diminished thyroid function. Neogen also manufactures and markets Uniprim, a leading veterinary antibiotic.antibiotic, and several companion animal parasiticides.

Veterinary biologics. Neogen’s BotVax B vaccine has successfully protected thousands of high-value horses and foals against Type B botulism, commonly known as Shaker Foal Syndrome. The Company’sOur product is the only USDA-approved vaccine for the prevention of Type B botulism in horses. Years of research and many thousands of doses have proven Neogen’s EqStim immunostimulant to be safe and effective as a veterinarian-administered adjunct to conventional treatment of equine bacterial and viral respiratory infections. The Company’s ImmunoRegulin product uses similar immunostimulant technology to aid in the treatment of pyoderma (a bacterial skin inflammation) in dogs.

Veterinary OTC products. Animal Safety products offered by Neogen to the retailover-the-counter (OTC) market include Ideal brand veterinary instruments packaged for the retail market. OTC products also includeStress-Dex, an oral electrolyte replacer for performance horses, and Fura-Zone, for the prevention and treatment of surface bacterial infections in wounds, burns and cutaneous ulcers.Ag-Tek and other hoof Hoof care, disposables and artificial insemination supplies are marketed to the dairy and veterinary industries.

Rodenticides.Rodent control products. Neogen’s comprehensive line of proven rodenticides,rodent control products, sold under brand names such as Ramik, CyKill and Havoc, effectively address rodent problems of any size and serve as a critical component of an overall biosecurity plan for animal protein production operations. Neogen offers several rodenticide active ingredients, including diphacinone, bromethalin, brodifacoum and zinc phosphide, formulated with food gradefood-grade ingredients to generate the highest acceptance and most palatable bait possible.

Cleaners and disinfectants. Used in animal and food production facilities, Neogen’s cleaners and disinfectants, including DC&R,Synergize, 904 Disinfectant,Acid-A-Foam, Preserve, Tetradyne BioPhene, Neogen Viroxide Super, and FarmFluid S,Companion, can stop aprevent disease outbreak before it starts.outbreaks. The products are also are used in the veterinary clinic market to maintain sanitary conditions and limit the potential hazards of bacteria, fungi and viruses. Neogen’s water line cleaner and disinfectant products, including Peraside, NeoKlor, AquaPrime and Siloxycide, are used to clean water lines and provide continuous disinfection of a livestock facility’s water supply.

Insecticides.7

Insect control products. Neogen’s highly effective insecticidesinsect control products utilize environmentally friendly technical formulas, and several are approved for use in food establishments.establishments and by pest control professionals in a wide range of environments. The company’sCompany’s Prozap insecticideinsect control brand is well knownused in the large animal production industry, particularly with dairy and equine producers. Neogen’s SureKill line of products is used by professionals to control a variety of insects, and the Company’s StandGuard Pour-on solution is used for horn fly and lice control in beef cattle.

Animal genomics services. Neogen’s animal genomics businesses, GeneSeek and Igenity, provide Neogen Genomics provides value-added services to leading agricultural genetics providers, large national cattle associations, companion animal breed registries and direct-to-consumer canine genetic test providers, university researchers, and numerous commercial beef and dairy cattle, swine, sheep and poultry producers. Withstate-of-the-art genetics genomics laboratories and the comprehensive bioinformatics to interpret geneticgenomics test results, Neogen Genomics offers identity and trait determination and analysis. GeneSeek’sOur technology employs high-resolutionhigh-density DNA genotyping and genomic sequencing for identity and trait analysis in a variety of important animal and agricultural plant species. Igenity’sOur extensive bioinformatics database identifies and predicts an animal’s positive or negative traits based on DNA test results. This information has helped livestock producers make significant improvementsincrease the speed of genetic improvement in their herds and the genomic makeupoverall performance and overall quality of their animals.

Life sciences. Neogen’s Life Science/Toxicology line of approximately 100products include reagents and test kits for immunoassay production, life science research, and forensic and animal toxicology. Product offering includes a wide range of tests to provide solutions for drugs of abuse, including designer drugs and emerging drugs. The drug detection immunoassayassays include over 100 test kits is sold worldwideused to screen more than 300 drugs and their metabolites in various forensic matrices, including oral fluid, whole blood, urine, serum, plasma, meconium, and others. Our portfolio for the detectionlife science research includes assays for detecting levels of approximately 300 abusedhormones, steroids, lipoxins, and therapeutic drugshistamine in farm animalsa wide range of samples and racing animals,species types. Additionally, we offer reagents and unique colorimetric and chemiluminescent substrates for detection of drug residues in meatimmunoassay production and meat products. The test kits are also used for human forensic toxicology drug screeningresearch applications. This line includes tests for narcotics, analgesics, stimulants, depressants, tranquilizers, anesthetics, steroids and diuretics. Neogen also has several products used by researchers for the detection of biologically active substances.

Many of the products and services in the Animal Safety segment use licensed technology. In fiscal 2023, the Animal Safety segment incurred royalty expense totaling $949,000$274 for licenses and royalties in fiscal 2017 for licensed technology used in the segment’sour products and services, including expense of $410,000 for licenses$152 related to thegenomics services.

Neogen’s operation in Australia originally focused on providing genomics services line.and sales of animal safety products and reports through the Animal Safety segment. It has expanded to offer our complete line of products and services, including those usually associated with the Food Safety segment. These additional products are managed and directed by existing management at Neogen Australasia and report through the Animal Safety segment.

Revenues from Neogen’s Animal Safety segment accounted for 52.6%33.5%, 54.4%50.7%, and 53.5%50.0% of the Company’sour total revenues for fiscal years ended May 31, 2017, 20162023, 2022 and 2015,2021, respectively.

GENERAL SALES AND MARKETING

Neogen is organized under two segments — Food Safety and Animal Safety. Within these segments, the Company’sour sales efforts are generally organized by specific markets, rather than by products and/or geography. During the fiscal year that ended May 31, 2017, the Company2023, we had approximately 23,00041,000 customers for itsour products. SinceAs many of our customers for animal safety products are distributors and certain animal safety products are offered to the general retail market, the total number of end users of the Company’sour products is considerably greater than 23,000.41,000. As of May 31, 2017,2023, a total of 375904 employees were assigned to sales and marketing functions, within the Company, compared to 348573 at the end of May 2016.2022. During the fiscal years ended May 31, 2017, 20162023, 2022 and 2015,2021, no single customer or distributor accounted for 10% or more of the Company’sour revenues.

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DOMESTIC SALES AND MARKETING

FOOD SAFETY

To reach each customer and prospect with expertise and experience, Neogen has a staff of specialized food safety sales and technical service representatives assigned to specific markets.markets or geographies. This staff sells Companyour products directly to end users and also handles technical support issues that arise with customers in the United States and Canada.customers.

Neogen’s food safety markets are primarily comprised of: milling

ANIMAL SAFETY

Neogen markets a broad rangeNeogen’s staff of pharmaceuticals, vitamin injectables, wound carespecialized animal safety sales, marketing, customer and technical service representatives sell our products topicals, instruments, genomicsand services directly to consumers, dealers, veterinarians, distributors and biologicals to the veterinary market. The product range is focused on the food (e.g., cattle, swineother manufacturers and poultry) and companion (e.g., horses, dogs and cats) animal markets. Neogen’s sales group works directly with veterinarians, clinics and universities, and markets through established ethical distributors by supporting the efforts of over 1,000 domestic distributor sales representatives calling on 35,000 plus veterinarians.also handle technical support issues. Neogen further supports its veterinary distribution channelchannels through product training, field support, promotions and technical service.

The Company believes the animal health market offers growth opportunities for Neogen and its products. Neogen offers a broad range of products including well-recognized brands of rodenticides, cleaners and disinfectants, insecticides, instruments and horse care products. To reach the OTC market, Neogen’s sales team works with a large network of animal health distributors including marketing groups, traditionaltwo-step distributors, catalogers and large retail chains. Support includes product training, field support, planogram solutions,various promotions and advertising.

As a commercial laboratory, GeneSeek provides genomics services direct to large-herd beefNeogen’s animal safety markets are primarily comprised of:

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INTERNATIONAL SALES AND MARKETING

Neogen maintains 10 Company-owned locations outside of the United States in 23 countries to provide a direct presence in regions of particular importance to the Company, and maintains an extensivesales presence. We also maintain a network of distributors to reach countries where the Company doeswe do not have a direct presence.

Neogen Europe.UK, Europe, Middle East, Africa and India. Neogen Europe, Ltd., locatedheadquartered in Ayr, Scotland, provides the Company access to the European Union (E.U.), and sells products and services to itsour network of customers and distributors throughout the E.U.U.K., Europe, the Middle East and Africa. Customers in the United Kingdom,U.K., France, Germany, andItaly, the Netherlands, United Arab Emirates (U.A.E.) and India are served by Companyour employees. In other European regions, customers generally are generally servicedserved by distributors managed by Neogen Europe personnel. Neogen Europe’s research and development team continues to be a strong asset in the development of products tailored to meet the unique requirements of the European market.

Neogen Europe management also is also responsible for salesvarious other manufacturing operations and marketing for the Company’s England-based Lab Mservice providers, including Quat-Chem, Ltd., Neogen Italia, Megazyme, Ltd., Delf, Ltd., and Quat-Chem businesses. In August 2015,Abbott Analytical, Ltd. Neogen acquired the stock of Lab M Holdings (Lab M), a developer, manufacturer and supplier of microbiological culture media and diagnostic systems locatedEurope has two additional manufacturing locations in Heywood England. Lab M’s extensive range of microbiologicaland Liverpool, England, which manufacture culture media supplements immunomagnetic separation techniques and proficiency testing systems are usedmicrobiology technologies.

Neogen also operates an accredited laboratory in laboratories around the world. In December 2016, Neogen acquired Quat-Chem Ltd., a Rochdale, England-based chemical company specializingIndia, located in Kochi, in the development, manufacture and salestate of agricultural, industrial, and food processing biocidal hygiene products, including cleaners and disinfectants. Quat-Chem sells its products on a global basis, with a focus on the United Kingdom, European Union, Middle East and Asia.

Neogen Latinoamérica. The Company’s subsidiary in Mexico, Neogen Latinoamérica, is headquartered near Mexico City and distributes Neogen’s products throughout Mexico and Central America. Neogen Latinoamérica manages the Company’s business activities throughout the region to animal and crop producers and food processors, utilizing its direct sales representatives to sell Food Safety products and marketing cleaners, disinfectants and other Animal Safety products through distributors.

Neogen do Brasil.Neogen do Brasil (translated as Neogen of Brazil), headquartered near São Paulo, distributes Neogen’s products throughout Brazil. Brazil is one of the world leaders in the export of numerous food commodities, including beef, poultry, soybeans, coffee, sugar and orange juice, and this operation gives the Company direct sales representation to these important markets. Neogen do Brasil management is also responsible for sales and marketing for the Company’sBrazil-based Deoxi and Rogama businesses. Neogen owns Deoxi Biotecnologia Ltda, a genomics testing laboratory located in Aracatuba, Brazil, which it purchased in April 2016. In December 2016, Neogen acquiredBrazil-based Rogama Indústria e Comércio Ltda., a company which develops, manufactures and markets rodenticides and insecticides. Rogama was founded in 1979 and offers more than 70 registered pest control products to Brazil’s agronomic, professional, and retail markets.

Neogen China. Neogen’s Chinese subsidiary, with offices in Shanghai and Beijing, employs sales representatives who sell directly to Chinese customers. China’s burgeoning middle class, with its rapidly growing demand for higher quality meat and dairy products, makes the country a substantial growth opportunity for Neogen products — both for animal production on the country’s farms, and in processing plants throughout China’s food production and distribution channels. The Company utilizes both direct sales representatives and distributors to market its complete portfolio.

Neogen India. In June 2015, Neogen acquired the assets of Sterling Test House, a leading commercial food testing laboratory based in southwest India, to serve as a base for the Company’s operations in India. Sterling Test House was incorporated in 1990, and its business includesKerala, that performs food safety and water quality testing for food producers, major hotels and restaurants in its home region, as well as safety and quality analysis for the country’s expanding nutraceutical market, and growing food export businesses. The laboratory

Mexico, Central and South America. Neogen maintains offices and distribution facilities in Mexico, Guatemala, Brazil, Argentina, Chile, Uruguay and Colombia. Combined, the businesses distribute Neogen’s products and offer genomics services throughout Mexico, Central and South America to distributors and end customers.

Neogen do Brasil, headquartered near São Paulo, is also responsible for manufacturing, marketing and sales for Rogama, located in Kochi,Pindamonhangaba, Brazil. This company operates a genomics testing laboratory (formerly named Deoxi) and develops, manufactures and markets rodent control and insect control products. Rogama offers registered pest control products to Brazil’s agronomic, professional and retail markets.

Asia Pacific. Neogen maintains offices in Japan, Korea, Thailand, China, Australia and New Zealand. Combined, the state of Kerala, which is India’s leadingbusinesses distribute Neogen’s products throughout the Asia Pacific region for the export of spices, tea,to distributors and fresh fruitsend customers.

Our Chinese subsidiary, located in Shanghai, also operates a genomics testing laboratory, focusing on swine, dairy and vegetables. In late fiscal 2016, Neogen transferred sales responsibility for its Food Safety products directly to sales representatives at Neogen India.beef cattle markets. Neogen’s Australasia subsidiary also operates a genomics testing laboratory, focusing on sheep and cattle markets in Australia and New Zealand.

Neogen Canada. In September 2015, Neogen opened This business operates a Canadian locationgenomics testing laboratory in Guelph, Ontario. Currently, this office is used for genomics sales and sample reception, and reports through the Animal Safety segment.Edmonton, Alberta.

Dairy antibiotics distributor. Neogen’s dairy antibiotics diagnostic products are marketed directly to customers in North America, Brazil and China, and distributed elsewhere internationally by Denmark based Chr. Hansen, an international supplier of natural ingredient solutions for the food, health and nutritional industries.

Other distributor partners. Outside of the Companyour physical locations, and dairy antibiotics distributor mentioned above, Neogen uses itsour own sales managers in both the Food Safety and Animal Safety segments to work closely with and coordinate the efforts of a network of approximately 150800 distributors in more than 100 countries. The distributors provide local training and technical support, perform market research and promote Company products within designated countries around the world.

Sales to customers outside the United States accounted for 35.8%48.4%, 33.5%39.7%, and 36.7%39.1% of the Company’sour total revenues for fiscal years ended May 31, 2017, 20162023, 2022 and 2015,2021, respectively.

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RESEARCH AND DEVELOPMENT

Management maintainsNeogen has a strong commitment to Neogen’sits research and development activities. The Company’sOur product development efforts are focused on the enhancement of existing products and inon the development of new products that fit itsadvance our business strategy. As of May 31, 2017, the Company2023, we employed 92 individuals136 scientists and support staff in itsour worldwide research and development group, including immunologists, chemists and microbiologists. Research and development costs were approximately $10.4 million, $9.9 million$26,039, $17,049, and $9.6 million$16,247 representing 2.9%3.2%, 3.1%3.2%, and 3.4%3.5% of total revenues in fiscal years 2017, 20162023, 2022 and 2015,2021, respectively. Management currently expects the Company’sour future research and development expenditures to approximate 3% to 4% of total revenues.revenues annually.

Neogen has ongoing development projects for a number ofseveral new and improved diagnostic tests and other complementary products for both the food safetyFood Safety and animal safetyAnimal Safety markets. Management expects that a number of these products will be commercially available at various times during fiscal years 2018 to 2020.2024 and 2025.

Portions of certainCertain technologies utilizedused in some products manufactured and marketed by Neogen were acquired from or developed in collaboration with affiliated partnerships,partners, independent scientists, governmental units,agencies, universities and other third parties. The Company hasWe have entered into agreements with these parties that provide for the payment of license fees and royalties based uponon sales of products that utilizeuse the pertinent licensed technology. License fees and royalties,Royalties, expensed to sales and marketing, under these agreements amounted to $2,659,000, $1,969,000$3,392, $1,999, and $2,189,000$2,129 in fiscal years 2017, 20162023, 2022, and 2015,2021, respectively.

PROPRIETARY PROTECTION AND APPROVALS

Neogen uses a variety of intellectual property approaches to protect the competitive position of its offerings, including the use of patents, trademarks, trade secrets, proprietary and confidential know-how, as proprietary protection in many of its foodwell as branding and animal safety products. In many cases, the Company has developed unique antibodies capable of detecting microorganisms and residues at minute levels. The supply of these antibodies, and the proprietary techniques utilized for their development, may offer better protection than the filing of patents. Such proprietary reagents are maintained in secure facilities and stored in more than one location to reduce exposure to complete destruction by natural disaster or other means.

trademarks. Patent and trademark registration applications are submitted whenever appropriate. SinceFrom its inception, Neogen has acquired and receivedbeen granted numerous patents and trademarks,trademark registrations and has severalnumerous pending patents and trademarks. Thetrademark applications. Neogen’s patent portfolio includes at least 48 U.S. patents, expire at various times over404 patents in countries outside of the next 22 years.U.S., and 209 pending patent applications globally. Neogen’s trademark estate includes 119 trademark registrations within the U.S., and 548 trademark registrations in countries outside of the U.S, and 24 trademark registration applications globally.

A summary of patents by product categories follows:

The Company doesWe do not expect the near-term expiration of any single patent to have a significant effect on future results of operations. Our offerings also are protected by trade secrets and proprietary know-how when appropriate. For example, many of our products employ unique antibodies capable of detecting microorganisms and other substances at minute levels. In some instances, we have chosen to keep confidential the methods and techniques used to manufacture and use those antibodies when trade secret and/or proprietary know-how protections are more appropriate.

Management believes that Neogen has adequate protection regarding proprietary rights for itsto commercialize our products. However, it iswe are aware that substantial research has taken placeis conducted at universities, governmental agencies and other companies throughout the world, and that numerousit always is possible that patents have been applied for and issued forcould be granted that are relevant to technologies whichthat may be used in the Company’sour products. To the extent some of the Company’sour products may now, or in the future, embody technologies protected by patents copyrights or trade secrets of others, we may need to obtain licenses to use such technologies may need to be obtained in order to continue to sell the products. These licenses may not be available on commercially reasonable terms. Failure to obtain any such licenses maycould delay or prevent the sale of certain new or existing products. In addition, patent litigation is not uncommon. Accordingly, there can be no assurance that the Company’s existing patentswe will be sufficientcontinue to completely protect its proprietary rights.have adequate rights to commercialize our new products or that we will avoid litigation.

One of the major areas affecting the success of biotechnology and pharmaceutical development involves the time, cost and uncertainty surrounding regulatory approvals. Neogen products requiring regulatory approval, which the Companywe currently hashave in place, include BotVax B, EqStim, ImmunoRegulin Uniprim and BetaStar. The Company’s general strategy is to select technical and proprietary products that do not require mandatory approval to be marketed.Uniprim. Neogen’s rodenticide, disinfectant, parasiticide and insecticide products are subject to registration in the United States and internationally.

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Neogen utilizes third-party validations and certifications on many of its disposable test kits as a marketing toolour products and associated methods to provide itsour customers with assurancesconfidence that the Company’sour products perform to specified levels. These include validation by, among others, the AOAC International, independently administered third-party, multi-laboratory collaborative studies, and approvals by the U.S. Federal Grain Inspection Service and the USDA Food Safety Inspection Service for the use of CompanyService.

PRODUCTION AND SUPPLY

Neogen manufactures products in their operations.

PRODUCTION AND SUPPLY

Neogen manufactures its products in Michigan, Kentucky, Wisconsin, North Carolina, Iowa, Tennessee, California, the United KingdomU.S., the U.K., Ireland and Brazil and provides genomics services in Nebraska,the U.S., Scotland, Brazil, Australia, China and Brazil.Canada. As of May 31, 2017,2023, there were approximately 6801,168 full-time employees assigned to manufacturing operations and providing of services in these locations, operating on one or two shifts;multiple shift schedules, with occasional 24/7 production during high demandhigh-demand periods. Future demand increases could be accommodated by adding shifts. Management believes itwe could increase the current output of itsour primary product lines by more than 50% using the current space available; however,available. However, to do so would require investment in additional capital equipment.

Food safety diagnostics. Manufacturing of diagnostic tests for the detection of natural toxins, pathogens, food allergens dairy antibiotics,and spoilage organisms, and pesticides, final kit assembly, quality assurance and shipping takes place in the Company’sat our facilities in Lansing, Michigan. Proprietary monoclonal and polyclonal antibodies for Neogen’s diagnostic kits are produced on a regular schedule in the Company’sour immunology laboratories in Lansing. Generally, the final assembly and shipment of diagnostic test kits to customers in Europe is performed in the Company’sour Ayr, Scotland facility. Assembly and shipmentMany of electronic readers and disposablesingle-use samplers takes place in the Company’s facilities in Lansing. Solerisfood safety diagnostic instruments and BioLumix instrument readers are produced by third partythird-party vendors to the Company’sour specifications, quality tested in Lansing, and then shipped to customers. Dehydrated cultureCulture media products are manufactured in aFDA-registeredan ISO-approved facility in Lansing and also in Heywood and Liverpool, England. Products are blended following strict formulations or custom blended to customer specificationspecifications and shipped directly to customers from Lansing and Heywood.the U.K. The Heywood location produces prepared media plates, sterile liquid media, and other related products in ready-to-use format for food testing laboratories across the U.K. and Western Europe. Enzyme substrates are manufactured at Megazyme in Bray, Ireland. Our Clean-Trace product line is manufactured in Wales. Other FSD products are currently manufactured within 3M plants in the U.S. and Poland.

Animal health products. Manufacturing of animal health products, pharmacological diagnostic test kits, and test kits for drug residues takes place in the Company’sour FDA-registered facilities in Lexington, Kentucky. In general, manufacturing operations including reagent manufacturing, quality assurance, final kit assembly and packaging are performed by Neogen personnel. Certain animal health products and veterinary instruments that are purchased finished or that are toll manufactured by third partythird-party vendors are warehoused and shipped from the Company’s Lexingtonour Kentucky facilities. OtherSome veterinary instruments are produced in the Company’sour facilities in Lansing and are generally then shipped to Lexington,Kentucky for distribution to customers. Manufacturing and shipment of devices used for animal injections, topical applications and oral administration takes place in a Company-owned facilityoccurs in Kenansville, North Carolina.

Veterinary biologics. Neogen maintains a Lansing-based USDA-approved manufacturing facility devoted to the production of the biologic products EqStim and ImmunoRegulin.P. acnesP.acnes seed cultures are added to media and then subjected to several stages of further processing resulting in a finished product that is filled and packaged within the facility. The Company’sOur BotVax B vaccine also is also produced in the Lansing facility utilizingusing Type B botulism seed cultures and a traditional fermentation process. All completed biologic products are then shipped to Neogen’s Lexington facilities, for inventory andwhere they are inventoried prior to distribution to customers.

Agricultural genomics services. Neogen offers agricultural genomics laboratory services and bioinformatics at itsour locations in Lincoln, Nebraska; Ayr, Scotland;the U.S., Scotland, Brazil, Australia, China and Aracatuba, Brazil.Canada. Through itsour laboratory services and bioinformatics (primarily in beef and dairy cattle, pigs, sheep, poultry, horses and dogs), GeneSeek empowers itsNeogen Genomics allows our customers to speed genetic improvement efforts, as well as identify economically important diseases. In fiscal 2016, the Company added to its processing capabilities in Scotland, while also purchasing a genomics business in Brazil to enhance its presence there.

Cleaners, disinfectants and rodenticides.rodent control products. Manufacturing of rodenticidesrodent control products and/or cleaners and disinfectants takes place in the following locations: Randolph, Wisconsin; Memphis, Tennessee; Turlock, California; Rochdale, England;Wisconsin, Tennessee, California, England and Pindamonhangaba, Brazil. Manufacturing of rodenticidesrodent control products consists of blending technical material (active ingredient) with bait consisting principally of various grains. Certain cleaners and disinfectants are manufactured in Neogen facilities, while others are purchased from other manufacturers for resale or toll manufactured by third parties.

Pesticides.Insect control products. Neogen manufactures insecticides and other pesticidesinsect control products at its facilities in Pleasantville, Iowa and Pindamonhangaba, Brazil.

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Neogen purchases component parts and raw materials from more than 9001,000 suppliers. Though many of these items are purchased from a single source in order to achieve the greatest volume discounts, the Company believes it haswe believe we have identified acceptable alternative suppliers for most of itsour key components and raw materials where it is economically feasible to do so. There can be no assurance that the Companywe would avoid a disruption of supply in the event a supplier discontinues shipment of product. Shipments of higher volume products are generally accomplished within a48-hour turnaround time. As a result of this quick response time, Neogen’sOur backlog of unshipped orders at any given time has historically not been significant.

COMPETITION

Although competitors vary in individual markets, management knows of no single competitor that is pursuing Neogen’s fundamental strategy of developing and marketing a broad line of products, ranging from disposable tests and dehydrated culture media to veterinary pharmaceuticals and instruments for a large number of food safety and animal safety concerns. For each of itsour individual products the Company facesor product lines, we face intense competition from companies ranging from small businesses to divisions of large multinational companies. Some of these organizations have substantially greater financial resources than the Company. Neogen competesNeogen. We compete primarily on the basis of ease of use, speed, accuracy and other similar performance characteristics of itsour products. The breadth of the Company’sour product line, the effectiveness of itsour sales and customer service organizations, and pricing also are also components in management’s competitive plan.strategy.

Future competition may become even more intense and could result from the development of new technologies, which could affect the marketability and profitability of Neogen’s products. The Company’sOur competitive position will also dependdepends on management’sour ability to continue to develop proprietary products, attract and retain qualified scientific and other personnel, develop and implement production and marketing plans and obtain patent protection.protect the intellectual property for new products. Additionally, the Companywe must continue to generate or have access to adequate capital resources to execute itsour strategy.

FOOD SAFETY:

With a large professional sales organization offering a comprehensive catalog of food safety solutions, management believes the Company maintainswe maintain a general advantage over competitors offering only limited product lines. In most cases, Neogen sales and technical service personnel can offer unique insight into a customer’s numerous safety and quality challenges, and offer testing and other solutions to help the customer overcome those challenges.

Competition for pathogen detection products includes traditional methods and antibody and genetic-based platforms; competition for natural toxins and allergen detection products includeincludes instrumentation and antibody-based tests. While the Company’sour offerings will not always compete on all platforms in all markets, the products that are offeredwe offer provide tests that can be utilized by most customers to meet their testing needs.

Besides itsIn addition to our extensive product offerings and robust distribution network, the Company focuses itswe focus our competitive advantage in the areas of customer service, product performance, speed, and ease of use of itsour products. Additionally, by aggressively maintaining itself as alow-cost producer, Neogen believesNeogen’s ability to produce at low cost, we believe that itwe can be competitive with new market entrants that may choose a low pricing strategy in an attempt to gain market share.

ANIMAL SAFETY:

Neogen’s Animal Safety segment faces no onesingle competitor across the products and markets it serves. In the racing industry market, the Company believes it holds a leading market share position.we serve. In the life sciences and forensictoxicology markets, the Company competeswe compete against several other diagnostic and reagent companies with similar product offerings.

In the veterinary market, Neogen markets BotVax B, the only USDA-approved vaccine for the prevention of botulism Type B in horses. The Company competesWe compete on other key products through differentiated product performance and superior customer and technical support. With some of itsour products, the Company provideswe provide solutions as a lower cost alternative and offersalso offer a private label option for its distributors.our customers.

Competition in the rodenticiderodent control market includes several companies of comparable size that offer products into similar market segments. The retail rodenticiderodent control market is not dominated by a single brand. While the technical

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materials used by competing companies are similar, Neogen uses manufacturing and bait formula techniques, which the Company believeswe believe may better attract rodents to the product and thereby improves overall product performance.

Within the insecticideinsect control market, the Company’sChem-Tech products specifically focus on the area of insect control for food and animal safety applications. There are several competitors offering similar products, however, the Company haswe have a proprietary formulation chemistry that optimizes the delivery and safe application of insecticidesinsect control products at the customer’s location. These products currently are currently only sold in the U.S. through a combination of direct sales and distributors.

Numerous companies, including a number of large multinationals, compete for sales in the cleaner and disinfectant product segment. Neogen’s broad line of products areis sold through its distributor network around the world, primarily to assist in the cleaning and disinfecting of animal production facilities.

In addition to the Company’sour extensive portfolio of Animal Safetyanimal safety products, Neogen also competes in the retail market by providing solutions to common retail problems, such as stock outs, wasted floor space, and inconsistent brand identity. The Company differentiates itselfWe differentiate ourselves by offering planograms and convenient reordering systems to maximize turns and profitability for itsour retail customers.

GeneSeek, theNeogen Genomics, a leading worldwide commercial agriculturalanimal genomics laboratory, in the U.S., employs cutting-edge technology in the area of genomics. The result of this technology allows the acceleration of natural selection through parentage testing and selective breeding of traits such as disease resistance, yield improvement and meat quality. Competition comes mainly from a number of service providers, whose primary focus are the human and pharmaceutical industries,some significantly larger than us as well as several smaller companies offering genomics services. GeneSeekNeogen Genomics is not involved in cloning or the development of transgenic animals.

GOVERNMENT REGULATION

A significant portion of Neogen’s products and revenues are affected by the regulations of various domestic and foreign government agencies, including the U.S. Department of Agriculture (USDA), the Environmental Protection Agency (EPA), and the U.S. Food and Drug Administration (FDA). Changes in these regulations could affect revenues and/or costs of production and distribution.

Neogen’s development and manufacturing processes involve the use of certain hazardous materials, chemicals, and compounds. Management believes that the Company’sour safety procedures for handling and disposing of such commodities comply with the standards prescribed by federal, state and local regulations; however,regulations. However, changes in such regulations or rules could involve significant costs to the Companyus and could be materially adverse to itsour business.

The rodenticides, insecticides,rodent control products, insect control products, cleaners, disinfectants and sanitizers manufactured and distributed by Neogen are subject to EPA and various U.S. state regulations.regulations as well as other analogous agencies in the markets where we sell such products. In general, any international sale of the productour products also must also comply with similar regulatory requirements in the country of destination. Each country has its own individual regulatory construct with specific requirements (e.g., label in the language of the importing country).requirements. To the best of the Company’sour knowledge, Neogen products are in compliancecompliant with applicable regulations in the countries where such products are sold.

Dairy products used in National Conference on Interstate Milk Shipments (NCIMS) and other milk monitoring programs are regulated by the FDA. Before products requiring FDA approval can be sold in the U.S., extensive product performance data must be submitted in accordance with theFDA-approved protocol administered by the AOAC Research Institute (AOAC RI). Following approval of a product by the FDA, the product must also be approved by NCIMS, an oversight body that includes federal, state and industry representatives. The Company’s BetaStar U.S. dairy antibiotic residue testing product has been approved by the FDA, NCIMS, and AOAC RI. While some foreign countries accept AOAC RI approval as part of their regulatory approval processes, many countries have their own regulatory requirements.

Many of the food safety diagnostic products to detect allergens and spoilage organisms do not require direct government approval. However, the Company haswe have pursued AOAC approvalvoluntary approvals and certifications for manya number of these products to enhance their marketability. Products for mycotoxin detection, which are used by federal inspectors, must be approved by the USDA. Neogen has obtained and retained the necessary approvals to conduct its current operations.

Neogen’s veterinary vaccine products and some pharmaceutical products require government approval to allow for lawful sales. The vaccine products are approved by the U.S. Department of Agriculture, Center for Veterinary Biologics(USDA-CVB) and theanalogous agencies in jurisdictions where sold. The pharmaceutical products are approved by the FDA.FDA and analogous agencies in jurisdictions where sold. The products, and the facilities in which they are manufactured, are in a position of good standing with bothall agencies. The Company has hadWe have no warning letters based on any review of these products or facility inspection, no recalls oninspections and are not aware of any of these products, and knows of no reason why itwe could not manufacture and market such products in the future.

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Other animal safety and food safety products generally do not require additional registrations or approvals. However, Neogen’s regulatory staff routinely monitors amendments to current regulatory requirements to ensure compliance.

EMPLOYEESHUMAN CAPITAL MANAGEMENT

Our people are a critical component in our continued success. As a team, they put Neogen’s core values into action, while executing on key growth initiatives to maintain long-term sustainable growth. We strive to create a workplace of choice to attract, retain, and develop top talent to achieve our vision and deliver shareholder results. As of May 31, 2017,2023, we employed 2,640 people worldwide, with 1,444 located in the U.S. and 1,196 international. We maintain good relations with both our union and non-union employees and have not experienced any work stoppages.

The Company is committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent. Through ongoing employee development, comprehensive compensation and benefits, and a focus on health, safety and employee wellbeing, the Company employed 1,413 full-time persons worldwide. Nonestrives to help its employees in all aspects of their lives so they can do their best work.

Workplace Culture and Employee Engagement. We have established our One Neogen Pillars of Trust which are the principles that guide our decision-making every day: • Openness • Honesty • Credibility • Respect • Service. We value responsibility, consistency and integrity. Our Code of Conduct codifies our commitment to conducting business ethically.

Equity, Diversity, Inclusion, and Belonging (EDIB). We strive to create an environment where colleagues feel valued and understand the important role we play in embracing diversity to improve the quality of our innovation, collaboration and relationships. We are dedicated to executing on our equity, diversity, inclusion and belonging initiatives.

Talent Attraction, Development and Retention. We employ a variety of career development, employee benefits, policies and compensation programs designed to attract, develop and retain our colleagues. Employee benefits and policies are designed for diverse needs. We have internal programs designed to develop and retain talent, including career planning, leadership development programs, performance management and training programs.

Compensation and Benefits. We strive to support our colleagues’ well-being and enable them to achieve their best at work and at home. Our compensation and benefits programs are designed to be competitive and support colleague well-being, including physical and mental health, financial wellness, and family resources.

Employee Health and Safety. We are committed to ensuring a safe working environment for our colleagues. Our sites have injury prevention programs, and we strive to build on our safety culture. Our procedures emphasize the need for the cause of injuries to be investigated and for action plans to be implemented to mitigate potential recurrence. Our safety programs have resulted in strong safety performance.

ITEM 1A. RISK FACTORS

Investing in our securities involves a variety of risks and uncertainties, known and unknown, including, among others, those discussed below. Each of the employees are covered by collective bargaining agreements. There have been no work stoppages or slowdowns due to labor-related problems,following risks should be considered carefully, together with all the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and management believes that its relationship with its employees is generally good. Employees having access to proprietary information have executed confidentiality agreementsthe related notes and in our other filings with the Company.

ITEM 1A.

RISK FACTORS

An investment in Neogen Corporation’s common shares involves a high degree of risk. TheSEC. Furthermore, additional risks described below areand uncertainty not the only ones that an investor faces. Additional risks that are not yetpresently known to us or that we currently thinkbelieve to be immaterial also could adversely affect our business. Our business, results of operations, financial condition and cash flow could be materially and adversely affected by any of these risks or uncertainties.

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RISKS RELATING TO THE TRANSACTION WITH 3M CORPORATION

We may not realize the anticipated financial and other benefits, including growth opportunities, expected from the 3M Food Safety merger transaction.

On September 1, 2022, Neogen, 3M, and Neogen Food Safety Corporation, a wholly-owned subsidiary of 3M created to carve out 3M’s FSD, closed on the Transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen. Following the Transaction, pre-merger Neogen Food Safety Corporation stockholders owned, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock, and pre-merger Neogen shareholders owned, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock.

We have realized and expect that we will continue to realize synergies, growth opportunities and other financial and operating benefits as a result of the Transaction. Our success in realizing these benefits, and the timing of their realization, depends, among other things, on the continued successful integration of the business operations of the 3M Food Safety business with Neogen. Even if we are immaterialable to integrate the 3M Food Safety business successfully, we cannot predict with certainty if or when the balance of these synergies, growth opportunities and other benefits will be realized, or the extent to which they will actually be achieved. For example, the benefits from the Transaction could also impairbe offset by costs incurred in integrating the 3M Food Safety business. Realization of any synergies, growth opportunities or other benefits could be affected by the factors described in other risk factors and a number of factors beyond our control, including, without limitation, general economic conditions, increased operating costs and regulatory developments.

The integration of the 3M Food Safety business with Neogen presents challenges, and the failure to successfully integrate the 3M Food Safety business could have a material adverse effect on our business, financial condition or results of operations. If any

Although significant progress has been made to date in the integration of the following risks actually occurs,3M Food Safety business with Neogen, there is much that remains to be accomplished, particularly in the integration of the manufacturing operations of the 3M Food Safety business with Neogen. There is a significant degree of difficulty inherent in the process of integrating the 3M Food Safety business with Neogen. The difficulties include:

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The continued successful integration of the 3M Food Safety business cannot be assured. The failure to do so could have a material adverse effect on our business, financial condition or results of operationsoperations.

Pursuant to the terms of the Transaction, Neogen and formerly Neogen Food Safety Corporation will be restricted from taking certain actions that could adversely affect the intended tax treatment of the Transaction, and such restrictions could significantly impair Neogen’s and Neogen Food Safety Corporation’s ability to implement strategic initiatives that otherwise would be beneficial.

The Tax Matters Agreement executed in connection with the Transaction generally restricts Neogen and its affiliates from taking certain actions after the distribution of Neogen shares that could adversely affect the intended tax treatment of the Transaction. In particular:

For a two-year period following the distribution date, except as described below:

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unless, in each case, prior to taking any such action, Neogen and Neogen Food Safety Corporation shall have requested that 3M obtain, or request and receive 3M’s prior written consent to obtain, an IRS ruling satisfactory to 3M in its reasonable discretion or provide 3M with an unqualified tax opinion satisfactory to 3M in its sole and absolute discretion to the effect that such action would not jeopardize the intended tax treatment of the Transaction, unless 3M waives such requirement. Failure to adhere to these requirements could result in tax being imposed on 3M for which Neogen and Neogen Food Safety Corporation could bear responsibility and for which Neogen and Neogen Food Safety Corporation could be obligated to indemnify 3M. Any such indemnification obligation would likely be substantial and would likely have a material adverse effect on Neogen. These restrictions could have a material adverse effect on Neogen’s liquidity and financial condition, and otherwise could impair Neogen’s and Neogen Food Safety Corporation’s ability to implement strategic initiatives and Neogen Food Safety Corporation’s and Neogen’s indemnity obligation to 3M might discourage, delay or prevent a change of control that shareholders of Neogen may consider favorable.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We are subject to risks relating to existing international operations and expansion into new geographical markets.

Expanding sales globally is part of our overall growth strategy, and we expect sales from outside the United States to continue to represent a significant portion of our revenue. In fiscal 2023, sales to customers outside of the U.S. accounted for 48.4% of our total revenue. Our international operations are subject to general risks related to such operations, including:

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If we are unable to successfully manage the risks associated with expanding our global business or adequately manage operational risks of our existing international operations, these risks could have a material adverse effect on our growth strategy into new geographical markets, our reputation, our business, results of operations, financial condition and cash flows. In addition, the impact of such risks could be outside of our control and could decrease our ability to sell products internationally, which could adversely affected.affect our business, financial condition, results of operations or cash flows. For example, as a result of the ongoing military conflict between Russia and Ukraine and resulting heightened economic sanctions from the U.S. and the international community, we have discontinued sales into Russia and Belarus. The U.S. and other countries have imposed significant sanctions and could impose even wider sanctions and take other actions should the conflict further escalate. While it is difficult to anticipate the effect the sanctions announced to date could have on us, any further sanctions imposed or actions taken by the U.S. or other countries, including any expansion of sanctions beyond Russia and Belarus, could affect the global price and availability of raw materials, reduce our sales and earnings or otherwise have an adverse effect on our business and results of operations.

Risks Relating to Our Business

Our business strategy is dependent on successfully promoting internal growth and identifying and integrating acquisitions.

Our business has grown significantly over the past several years as a result of both internal growth and acquisitions of existing businesses and their products. Management initiatives may be attempted to augment internal growth, such as strengthening our presence in select markets, reallocating research and development funds to products with higher growth potential, products, development of new applications for our technologies, enhancing our service offerings, continuing key customer efforts, and finding new markets for our products. Failure of these management initiatives may have a material adverse effect on our operating results and financial condition.

Identifying and pursuing acquisition opportunities, integrating these acquisitions into our business and managing their growth requires a significant amount of management’s time and skill. We cannot assure that we will be effective in identifying, integrating or managing future acquisition targets. Our failure to successfully integrate and manage a future acquisition maycould have a material adverse effect on our operating results and financial condition.

In addition, if we continue to experience growth in our business, such growth could place a significant strain on our management, customer service, operations, sales and administrative personnel, and other resources. To serve the needs of our existing and future customers we will be required to recruit, train, motivate and manage qualified employees. We have incurred and will continue to incur significant costs to retain qualified management, sales and marketing, engineering, production, manufacturing and administrative personnel, as well as expenses for marketing and promotional activities. Our ability to manage our planned growth depends upon our success in expanding our operating, management, information and financial systems, which might significantly increase our operating expenses.

We may not be able to effectively manage our future growth, and if we fail to do so, our business, financial condition and results of operations could be adversely affected.

We rely significantly on our information systemssystems’ infrastructure to support our operations and a failure of these systems and infrastructure and/or a security breach of the Company’sour information systems could damage the Company’sour reputation and have an adverse effect on operations and results.

We rely on our information systemssystems’ infrastructure to integrate departments and functions, to enhance our ability to service customers, to improve our control environment, and to manage our cost reduction initiatives. If a security breach or cyberattack of our information technology ("IT") networks and systems occurs, our operations could be interrupted. Any issues involving our critical business applications and infrastructure maycould adversely impact our ability to manage our operations and the customers we serve. Although we have controls and security measures in place to prevent such attacks, experienced computer hackers are increasingly organized and sophisticated. Malicious attack efforts operate on a large scale and sometimes offer targeted attacks as a paid-for service. In addition, if the Company’stechniques used to access or sabotage networks change frequently and generally are not recognized until launched against a target.

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We rely on several information systems throughout our company, as well as those of our third-party business partners, to provide access to our web-based products and services, keep financial records, analyze results of operations, process customer orders, manage inventory, process shipments to customers, store confidential or proprietary information and operate other critical functions. Although we employ system backup measures and engage in information system redundancy planning and processes, such measures, as well as our current disaster recovery plan, may be ineffective or inadequate to address all vulnerabilities. Further, our information systems and our business partners’ and suppliers’ information systems may be vulnerable to attacks by hackers and other security breaches, including computer viruses and malware, through the internet (including via devices and applications connected to the internet), email attachments and persons with access to these information systems, such as our employees or third parties with whom we do business. As information systems and the use of software and related applications by us, our business partners, suppliers and customers become more cloud-based, there has been an increase in global cybersecurity vulnerabilities and threats, including more sophisticated and targeted cyber-related attacks that pose a risk to the security of our information systems and networks and the confidentiality, availability and integrity of data and information.

While we have implemented network security and internal control measures, including for the purpose of protecting our connected products and services from cyberattacks, and invested in our data and information technology infrastructure, there can be no assurance that these efforts will prevent a system disruption, attack, or security breach and, as such, the risk of system disruptions and security breaches from a cyberattack remains.

If our security and information systems are compromised, interrupted or destroyed, or employees fail to comply with the applicable laws and regulations, and thisor the information we maintain is obtained by unauthorized persons or used inappropriately, it could adversely affect the Company’sour business and reputation, as well as our results of operations, and could result in litigation, the imposition of regulatory sanctions or penalties, or significant expenditures to remediate any damage to persons whose personal information has been compromised.

In fiscal year 2022, we began the implementation of our global SAP enterprise resource planning (ERP) system at our U.S. locations, which includes upgrades to many of our existing operating and financial systems. Such an implementation is a major undertaking, both financially and from a management and personnel perspective. Should the remaining systems not be implemented successfully, or if the systems do not perform in a satisfactory manner once implementation is complete, our business and operations could be disrupted and our results of operations could be adversely affected, including our ability to report accurate and timely financial results.

Pandemics or disease outbreaks, such as the COVID-19 pandemic, have affected and could adversely affect our business, operation, results of operations and financial condition.

The COVID-19 pandemic negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption of financial markets.

During the course of the pandemic, we modified our business practices to comply with safety measures required by federal, state and local governments, as well as those we determined to be in the best interests of our employees and customers, including implementing social distancing, remote work, reducing employee travel, restricting building access and more. In the event of the renewed outbreak of COVID-19 or an outbreak of a different virus or disease, we could experience disruptions in our supply chain, operations, facilities and workforce which could cause delays in developing new products or negatively affect efficiency and productivity or our ability to market products and services, and, ultimately, our stock price and financial performance.

Additional future impacts to us may include, but are not limited to, material adverse effects on the demand for our products and services, our supply chain and sales and distribution channels, our cost structure and profitability. An extended period of global supply chain and economic disruption could materially affect our business, results of operations and financial condition.

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Disruption of our manufacturing and service operations could have an adverse effect on our financial condition and results of operations.

We manufacture our products at several manufacturing facilities located in the following locations: Lansing, Michigan; Lexington, Kentucky; Randolph, Wisconsin; Kenansville, North Carolina; Pleasantville, Iowa; Memphis, Tennessee; Turlock, California; Heywood, England; Ayr, Scotland; Rochdale, England; and Pindamonhangaba, Brazil. We offer genomics services from facilities located in: Lincoln, Nebraska; Ayr, Scotland; and Aracatuba, Brazil. TheseOur facilities and our distribution systems are subject to catastrophic loss due to fire, flood, terrorism or other natural orman-made disasters. If any of theseour facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility and/or distribution system. If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from terrorism. Economic conditions and uncertainties in global markets maycould adversely affect the cost and other terms upon which we are able to obtain third party insurance. If our third partywe are unable to obtain sufficient and cost-effective third-party insurance coverage, is adversely affected, or to the extent we have elected to self-insure, we maycould be at greater risk that our operations will be harmed by a catastrophic loss.

We rely heavily on third-party package delivery services, and a significant disruption in these services or significant increases in prices could disrupt our ability to ship products, increase our costs and lower our profitability.

We ship a significant portion of our products to customers through independent package delivery companies, such as UPS, Federal Express and DHL. We also ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If one or more of these third-party package delivery providers were to experience a major work stoppage, preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with some of our customers could be adversely affected. In addition, if one or more of our third-party package delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments within our delivery network, our profitability could be adversely affected.

Our dependence on suppliers could limit our ability to sell certain products or negatively affect our operating results.

We rely on third partythird-party suppliers to provide raw materials and other components in our products, manufacture products that we do not manufacture ourselves and perform services that we do not provide ourselves, including package delivery services.ourselves. Because these suppliers are independent third parties with their own financial objectives, actions taken by them could have a negative effect on our results of operations. The risks of relying on suppliers include our inability to enter into contracts with third party suppliers on reasonable terms, inconsistent or inadequate quality control, relocation of supplier facilities, supplier work stoppages and suppliers’ failure to comply with their contractual obligations. In addition, we currently purchase some raw materials and products from sole or single sources. Some of the products that we purchase from these sources are proprietary and, therefore, cannot be readily or easily replaced by alternative sources. Problems with suppliers and the supply chain could negatively impact our ability to supply the market, substantially decrease sales, lead to higher costs or damage our reputation with our customers.

We rely heavily on third party package delivery services, and a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.21

We ship a significant portion of our products to our customers through independent package delivery companies, such as UPS, Federal Express and DHL. We also ship our products through other carriers, including national and regional trucking firms, overnight carrier services and the U.S. Postal Service. If one or more of these third party package delivery providers were to experience a major work stoppage, preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with some of our customers could be adversely affected. In addition, if one or more of our third party package delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.

Our business sells many products through distributors, which present risks that could negatively affect our operating results.

We sell many of our products, both within and outside of the U.S., through independent distributors. As a result, we are dependent on these distributors to sell our products and assist us in promoting and creating a demand for our products. Our distributors sometimes offer products from several different companies, and those distributors may carry our competitors’ products and promote our competitors’ products over our own. We have limited ability, if any, to cause our distributors to devote adequate resources to promoting, marketing, selling and supporting our products. We cannot assure that we will be successful in maintaining and strengthening our relationships with our distributors or establishing relationships with new distributors who have the ability to market, sell, and support our products effectively. We may rely on one or more key distributors for a product or region, and the loss of one or more of these distributors could reduce our revenue. Distributors maycould face financial difficulties, including bankruptcy, which could harmimpact our collection ofability to collect our accounts receivable and negatively impact our financial results. In addition, violations of anti-bribery and anti-corruption laws or similar laws by our distributors could have a material impact on our business, and anybusiness. Further, termination of a distributor relationship maycould result in increased competition in the applicable jurisdiction. Failing to manage the risks associated with our use of distributors maycould reduce sales, increase expenses and weaken our competitive position, which could have a negative impact on our operating results.

If we are unable to develop new products and technologies, our competitive position could be impaired, which could materially and adversely affect our sales and market share.

The markets in which we operate are characterized by changing technologies and the introduction of new products. As a result, our success is dependent upon our ability to develop or acquire new products and services on a cost-effective basis, to introduce them into the marketplace in a timely manner and to protect and maintain critical intellectual property assets related to these developments. Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, could significantly reduce future revenue and materially and adversely affect our competitive position. While we intend to continue to commit financial resources and effort to the development of new products entails substantial riskand services, we may not be able to successfully differentiate our products and services from those of failure dueour competitors. Our customers may not consider our proposed products and services to the productionbe ofnon-viable value to them or may not view them as superior to our competitors’ products lack of properly identifying market potential, and services. In addition, our competitors better serving the marketplace.

Our growth strategy includes significant investment inor customers could develop new technologies or products which address similar or improved solutions to our existing technologies. Further, we may not be able to adapt to evolving markets and expenditures for product development. To execute this strategy, we are continually developingtechnologies, develop new products, for which we believe there should be significant market demand. We cannot assure that we will successfully develop commercially viable products, that the products will be developed on a timely basis to meet market demandachieve and maintain technological advantages or that the relevant market will be properly identified. Our competitors may also adapt more quickly, and deliver superior technologies, price and/or service to better fit our customers’ requirements.protect technological advantages through intellectual property rights. If we expend substantial resources in developing an unsuccessful product, whether that lackdo not successfully compete through the development and introduction of success is the resultnew products and technologies, our business, results of operations, financial condition and cash flows could be materially adversely affected.

If we fail to maintain a positive reputation or are unable to conduct effective sales and marketing, our production of anon-viable product, a misidentified market, or a competitor’s superior ability to meet our customers’ requirements, operating resultsprospects and financial condition could be adversely affected.

Our international operationsWe believe that market awareness and recognition of our brands have contributed significantly to the success of our business. We also believe that maintaining and enhancing these brands, especially market perceptions of the quality of our products, is critical to maintaining our competitive advantage. If any of our products are subject to different product standards as well as other operational risks.

In fiscal 2017, salesrecall or are proven to customers outside of the U.S. accountedbe, or are claimed to be, ineffective or inaccurate for 35.8% of the Company’s total revenue. We expect that our international business will continue to account for a significant portion of our total revenue. Foreign regulatory bodies may establish product standards different from those in the U.S. and with which the Company’s current products do not comply. Our potential inability to design products that comply with foreign standardstheir stated purpose, then this could have a material adverse effect on our future growth. Other risks relatedbusiness, financial condition or results of operations. Also, because we are dependent on market perceptions, negative publicity associated with product quality or other adverse effects resulting from, or perceived to be resulting from, our products could have a material adverse impact on our business, financial condition and results of operations.

Our sales and marketing efforts are anchored by promoting our products to potential customers. Therefore, our sales and marketing force, whether in-house sales representatives or third-party commercial partners, must possess an up-to-date understanding of industry trends and products, as well as promotion and communication skills. In addition, we have a network of third-party commercial partners that we use to sell or distribute our products.

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While we will continue to promote our brands to remain competitive, we may not be successful in doing so. If we are unable to increase or maintain the effectiveness and efficiency of our sales and marketing activities, or if we incur excessive sales expenses to do so, our business, financial condition and results of operations may be materially and adversely affected.

We could lose customers outside of the U.S. include possible disruptions in transportation, difficulties in buildingor generate lower revenue, operating profits and managing foreign distribution, fluctuationcash flows if there are significant increases in the valuecost of foreign currencies, changesraw materials or if we are unable to obtain such raw materials or other components of our products.

We purchase raw materials and components for use in import dutiesour products, which exposes us to volatility in prices for certain raw materials and quotasproducts. Prices and unexpectedavailability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, political changes in foreign markets. Theseunrest and instability, and other factors impacting supply and demand pressures. Significant price increases for these supplies could adversely affect our operating profits. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies. The COVID-19 pandemic, for example, resulted in raw material price inflation as well as supply chain constraints and disruptions. While we will generally attempt to mitigate the impact of increased raw materials prices by endeavoring to make strategic purchasing decisions, broadening our supplier base and passing along increased costs to customers, there may be a time delay between the increased raw material prices, the ability to increase the prices of products, and dependence on a sole or single source for certain materials and products. Additionally, we may be unable to increase the prices of products due to a competitor’s pricing pressure or other factors, or may be unable to raise the price of our products in a manner that is proportional to the level of inflation, which would materially adversely affect our results of operations.

Certain of our food safety product lines depend on a sole or single source suppliers and vendors. The ability of these third parties to deliver raw materials and products may also be affected by events beyond our control. In addition, public health threats, such as COVID-19, severe influenza and other highly communicable viruses or diseases could affect our supply of raw materials, by limiting our ability to transport raw materials from our vendors or increasing demand and competition for supplies, which could adversely affect our ability to obtain necessary raw materials for certain of our products. Any sustained interruption in our receipt of adequate raw materials, supply chain disruptions impacting the receipt or distribution of products, or disruption to key manufacturing sites’ operations due to natural and other disasters or events or other legal or regulatory requirements, could result in a significant price increase in raw materials, or their unavailability, which could result in a loss of customers or otherwise adversely impact our business, results of operations, financial condition and cash flows.

Our reputation, ability to do business and results of operations could be impaired by improper conduct by or disputes with any of our employees, agents or business partners and we have a compliance burden with respect to, and risk of violations of, anti-bribery, trade control, trade sanctions, anti-corruption and similar laws.

Our operations require us to comply with a number of U.S. and international laws and regulations, including those governing payments to government officials, bribery, fraud, anti-kickback and false claims, competition, export and import compliance, money laundering and data privacy, as well as the improper use of proprietary information or social media. In particular, our international operations are subject to the regulations imposed by the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010 as well as anti-bribery and anti-corruption laws of various jurisdictions in which we operate. While we strive to maintain high standards, we cannot provide assurance that our internal controls and compliance systems always will protect us from acts committed by our employees, agents or business partners that would violate such U.S. or international laws or regulations or fail to protect our confidential information. Any such violations of law or improper actions could subject us to civil or criminal investigations in the U.S. or other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder lawsuits, could lead to increased costs of compliance and could damage the our reputation, business, results of operations, financial condition and cash flows.

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Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.

Our international operations subject us to discriminatory or conflicting tariffs and trade policies. Tariffs have and may continue to increase our material input costs, and any further trade restrictions, retaliatory trade measures and additional tariffs could result in higher input costs to our products. We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers. While tariffs and other trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our results of operations, financial position and cash flows.

Changes in domestic and foreign governmental laws, regulations and policies, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect our business, profitability and reputation.

Our domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including environmental and employment regulations, export/import laws, tax policies and other similar programs). Failure to comply with any of the foregoing laws, regulations and policies could result in civil and criminal, monetary and non-monetary penalties, as well as damage to our overallreputation. In addition, we cannot provide assurance that our costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data privacy and health and safety laws, will not exceed our estimates. While these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect our business, results of operations and reputation.

We are subject to taxation in a number of jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix among earnings in countries with differing statutory tax rates. A material change in the statutory tax rate or interpretation of local law in a jurisdiction in which we have significant operations could adversely impact our effective tax rate and impact our financial performance.

Our tax returns are subject to audit and taxing authorities could challenge our operating structure, taxable presence, application of treaty benefits or transfer pricing policies. If changes in statutory tax rates or laws or audits result in assessments different from amounts estimated, our business, results of operations, financial condition and cash flows could be adversely affected. In addition, changes in tax laws could have an adverse effect on our customers, resulting in lower demand for our products and services.

A deterioration in our future expected profitability or cash flows could result in an impairment of our recorded goodwill and intangible assets.

We have significant goodwill and intangible assets recorded on our consolidated balance sheet. The valuation and classification of these assets and the assignment of useful lives to intangible assets involve significant judgments and the use of estimates. Impairment testing of goodwill and intangible assets requires significant use of judgment and assumptions, particularly as it relates to the determination of fair market value. A decrease in the long-term economic outlook and future cash flows of our business could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill.

The markets for our products are extremely competitive, and our competitors may be able to utilizecould use existing resource advantages to our detriment.

The markets in which the Company competesfood and animal safety industries are subject to rapid and substantial changes in technology and are characterized by extensive research and development and intense competition. Many of ourOur competitors and potential competitors may have greater financial, technical, manufacturing, marketing, research and development and management resources than we do.us. These competitors might be able tocould use their resources, reputations and ability to leverage existing customer relationships to give themprovide a competitive advantage over us.us that could impact our results of operations. They might also succeed in developing products that are more reliable and effective than our products, make additional measurements, are less costly than our products or provide alternatives to our products. If the products of a competitor are better able to meet our customers' requirements, then our operating results could be adversely affected.

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We are dependent on the agricultural marketplace, which is affected by factors beyond our control.

Our primary customers are in the agricultural and food production industries. Economic conditions affecting agricultural industries are cyclical and are dependent upon many factors outside of our control, including weather conditions, changes in consumption patterns or commodity prices. Any of these factors in the agricultural marketplace could affect our sales and overall financial performance.

RISKS RELATED TO LIQUIDITY, INDEBTEDNESS AND THE CAPITAL MARKETS

We have incurred substantial indebtedness and our financial condition and operations may be adversely affected by a violation of financial and other covenants.

We have incurred substantial indebtedness and related debt service obligations, which could have important consequences, including:

Our Term Loan, comprised of our Revolving Facility and Term Loan Facility, contain customary affirmative and negative covenants. Some or, with respect to certain covenants, all of these agreements include financial covenants based on leverage and cash interest expense coverage ratios and limitations to make certain investments, declare or pay dividends or distributions on capital stock, redeem or repurchase capital stock and certain debt obligations, incur liens, incur indebtedness, or merge, make certain acquisitions or sales of assets.

The Senior Notes governing our senior unsecured indebtedness also include customary events of default. A violation of any of these covenants or agreements could result in a default under these contracts, which could permit the lenders or note holders, as applicable, to accelerate repayment of any borrowings or notes outstanding at that time and levy on the collateral granted in connection with the Senior Notes. A default or acceleration under the Senior Notes governing the senior unsecured indebtedness could result in defaults under our other debt agreements and could adversely affect our ability to operate our business, our subsidiaries' ability to operate their respective businesses and our results of operations and financial condition.

The available capacity under our Revolving Facility could be limited by our covenant ratios under certain conditions. An increase in the applicable leverage ratio, as a result of decreased earnings or otherwise, could result in reduced access to capital under our Revolving Facility, which is a significant component of our total available liquidity.

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Our quarterly or annual operating results are subject to significant fluctuations.

We have experienced, and may experience in the future, significant fluctuations in our quarterly or annual operating results. The mix of products sold and the acceptance of new products, in addition to other factors such as cost increases, could contribute to this quarterly variability. We operate with relatively little backlog and have few long-term customer contracts.contracts and operate primarily with purchase orders. Substantially all of our product revenue in each quarterperiod results from orders received in that quarter.period. In addition, our expense levels are based, in part, on our expectation of future revenue levels. ATherefore, a shortfall in expected revenue could therefore, result in a disproportionate decrease in our net income.

The market price of our common stock could be highly volatile.

The trading price of our common stock could be volatile. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our common stock rapidly and unexpectedly, despite our operating performance. Factors that could impact the market price of our common stock include the factors described in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, as well as:

Our business could be adversely affected by fluctuations in the global capital markets.

Our business and financial results are affected by fluctuations in the global financial markets, including interest rates and currency exchange rates. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. Failure to respond timely to these fluctuations, or failure to effectively hedge these risks when possible, could lead to a material adverse impact on our results of operations and financial condition.

We cannot assure investors that we will make dividend payments in the future.

Dividend payments to our shareholders depend upon a number of factors, including our results of operations, cash flows and financial position, contractual restrictions and other factors considered relevant by our Board of Directors. We have not historically paid dividends to our shareholders, and there is no assurance that we will declare and pay, or have the ability to declare and pay, any dividends on our common stock in the future.

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Certain shareholders could attempt to influence changes within Neogen, which could adversely affect our operations, financial condition and the value of our common stock.

Our shareholders may from time-to-time seek to acquire a controlling stake in Neogen, engage in proxy solicitations, advance shareholder proposals or otherwise attempt to effect changes. Campaigns by shareholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist shareholders can be costly and time-consuming, and could disrupt our operations and divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. These actions could adversely affect our operations, financial condition and the value of our common stock.

GENERAL RISK FACTORS

We have identified a material weakness in our internal control over financial reporting, and if we are unable to improve our internal controls, our financial results may not be accurately reported.

As disclosed in Item 9A, “Controls and Procedures,” we identified material weaknesses in our internal control over financial reporting related to ineffective information technology general controls, our period-end invoice accrual procedures, and ineffective operation of management review controls related to the accounting, valuation and purchase price allocation of the Company’s acquisition and associated goodwill. The material weaknesses did not result in any material identified misstatements to the consolidated financial statements, and there were no changes to previously issued financial results. We are actively developing a remediation plan designed to address these material weaknesses, however, we cannot guarantee that these steps will be sufficient or that we will not have material weaknesses in the future. These material weaknesses, or difficulties encountered in implementing new or improved controls or remediation, could prevent us from accurately reporting our financial results, result in material misstatements in our financial statements or cause us to fail to meet our reporting obligations. Failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002 could negatively affect our business, financial condition and results of operations.

Our success is highly dependent on our ability to obtain protection for the intellectual property utilizedused in our products.products; these products could be the subject of patent infringement challenges.

Our success and ability to compete depends, in part, uponon our ability to obtain protectionprotect, in the United StatesU.S. and other countries, for our products by establishing and maintaining intellectual property rights relating to or incorporated intocapable of protecting our technology and products. Patent applications filed by the Companyus may not result in the issuance of patents or, if issued,granted, may not be issuedgranted in a form that will be commercially advantageous to us. Even if issued,granted, patents maycan be challenged, narrowed, invalidated, or circumvented, which could limit our ability to stop competitors from marketing similar products or limit the length of time we may have patent protection for our products. We also cannot assure that our nondisclosure agreements, together with trade secrets and other common law rights, will provide meaningful protection for the Company’sour trade secrets and other proprietary information. Moreover, the laws of some foreign jurisdictions may not protect intellectual property rights to the same extent as in the United States,U.S., and many companies have encountered significant difficulties in protecting and defending such rights in foreign jurisdictions. If we encounter such difficulties or we are otherwise precluded from effectively protecting our intellectual property rights domestically or in foreign jurisdictions, we maycould incur substantial costs and our business, including our business prospects, could be substantially harmed.

From time to time, the Company haswe have received notices alleging that the Company’sour products infringe third partythird-party proprietary rights. Whether the manufacture, sale, or use of current products, or whether any products under development would, upon commercialization, infringe any patent claim will notcannot be known with certainty unless and until a court interprets thea patent claim and its validity in the context of litigation. When an infringement allegation is made against us, we may seek to invalidate the asserted patent claim and/or to allegenon-infringement of the asserted patent claim. In order for us to invalidate a U.S. patent claim, we would need to rebut the presumption of validity afforded to issued patents in the United States with clear and convincing evidence of invalidity, which is a high burden of proof. The outcome of infringement litigation is subject to substantial uncertainties, and also the testimony of experts as to technical facts upon which experts may reasonably disagree. Our defense of an infringement litigation lawsuit could result in significant expense. Regardless of the outcome, infringement litigation could significantly disrupt our marketing, development and commercialization efforts, divert management’s attention and consume our financial resources. In the event that we are found to infringe any valid claim in a patent held by a third party, we may,could, among other things, be required to:

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Any development or acquisition ofnon-infringing products, technology or licenses could require the expenditure of substantial time and other resources and could have a material adverse effect on our business and financial results. If we are required to, but cannot, obtain a license to valid patent rights held by a third party, we would likely be prevented from commercializing the relevant product, or from further manufacture, sale or use of the relevant product.

We are subject to substantial governmental regulation.

A portion of our products and facilities are regulated by various domestic and foreign government agencies including the U.S. Department of Agriculture, the U.S. Food and Drug Administration and the Environmental Protection Agency. A significant portion of our revenue is derived from products used to monitor and detect the presence of residuessubstances that are regulated by various government agencies. Furthermore, the Company’sour growth maycould result in substantial liability to us and be adversely affected by the implementation of new regulations. The Company is not aware of any failures to comply with applicable laws and regulations; the costs of compliance or failure to comply with any obligations related to these laws or regulations could adversely impact the business.our business, including suspension or cessation of our operations, restrictions on our ability to expand at our present locations or require us to make significant capital expenditures or incur other significant expenses.

We are dependentFailure to attract, retain and develop personnel, including for key management positions, could have an adverse impact on key employees.our results of operations, financial condition and cash flows.

Our success depends,growth, profitability and effectiveness in largeconducting our operations and executing our strategic plans depend in part on members of our ability to attract, retain and develop qualified personnel and align them with appropriate opportunities for key management team.positions and support for strategic initiatives. Our loss of any of these, or other,our key employees could have a material adverse effect on the Company.us. We maintain certain incentive plans for key employees, and most of these employees have been with the Company in excess of five years. However, we have not executed long-term employment agreements with any of these employees and do not expect to do so in the foreseeable future. Our success depends, significantly, onWe compete with employers in various industries for sales, manufacturing, technical services or other personnel, and this competition to hire may increase and the availability of qualified personnel may be reduced. If we are unsuccessful in our ability to continueefforts to attract such personnel.and retain qualified personnel, our business, results of operations, financial condition, cash flows and competitive position could be adversely affected. Additionally, we could miss opportunities for growth and efficiencies. We cannot assure that we will be able to retain our existing personnel or attract additional qualified persons when required and on acceptable terms.

Our business may be subject to product or service liability claims.

The manufacturing and distribution of the Company’sour products involveor performance of our services involves an inherent risk of product liability claims being asserted against us. Regardless of whether we are ultimately determined to be liable or our products are determined to be defective, we mightcould incur significant legal expenses not covered by insurance. In addition, product or service liability litigation could damage our reputation and impair our ability to market our products and services, regardless of the outcome. Litigation also could also impair our ability to retain product liability insurance or make our insurance more expensive. Although the Companywe currently maintainsmaintain liability insurance, we cannot assure that we will be able to continue to obtain such insurance on acceptable terms, or that such insurance will provide adequate coverage against all potential claims. If we are subject to an uninsured or inadequately insured product or services liability claim, our business, financial condition and results of operations could be adversely affected.

Market prices for securities of technology companies are highly volatile.Changing political conditions could adversely impact our business and financial results.

The market prices for securities of technology companies have been volatileChanges in the past and could continue to be volatilepolitical conditions in the future. Fluctuations in our financial performance from period to period could have a significant impact on the market price of our common shares.

Operating results could be negatively impacted by economic, political or other developments in countriesmarkets in which we do business.

Future operating resultsmanufacture, sell or distribute our products could be negatively impacted by unstable economic,difficult to predict and could affect our business and financial results adversely. In addition, results of elections, referendums or other political and social conditions, including but not limited to fluctuationsprocesses in foreign currency exchange rates, political instability,certain markets in which our products are manufactured, sold, or changes in the creation or interpretation of

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distributed could create uncertainty regarding how existing governmental policies, laws and regulations may change, including with respect to sanctions, taxes, the movement of goods, services, capital and people between countries and other matters. The potential implications of such uncertainty, which include, among others, exchange rate fluctuations, trade barriers and market contraction, could adversely affect our business and financial results.

Climate change, or administrative actionslegal, regulatory or market measures to address climate change could materially adversely affect our financial condition and business operations.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in each of the countries whereatmosphere could present risks to our future operations from natural disasters and extreme weather conditions, such as hurricanes, tropical storms, blizzards, tornadoes, earthquakes, wildfires or flooding. Such extreme weather conditions could pose physical risks to our facilities and disrupt our operations and impair our critical systems, and may impact raw material sourcing, manufacturing operations, the Company conducts business, including the United States.

These potential negative impacts include, but are not limited to: reduction of demand for somedistribution of our products increaseand our operational costs. Damage or destruction of our facilities may result in losses that exceed our insurance coverage. The impacts of climate change on global water resources may result in water scarcity, which could in the future impact our ability to access sufficient quantities of water in certain locations and result in increased costs. Concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment. If such laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet the regulatory obligations.

Our business could be adversely impacted by an inability to meet the expectations of our stakeholders related to environmental, social and governance (ESG) objectives.

Various stakeholders, including customers, suppliers, providers of debt and equity capital, regulators, and those in the workforce, are increasing their expectations of companies to do their part to combat global climate change and its impact and to conduct their operations in an environmentally sustainable and socially responsible manner with appropriate oversight by senior leadership. We have made certain public commitments to reduce emissions, conserve resources at our various facilities and further develop a diverse, equitable and inclusive culture. A failure to respond to the expectations and initiatives of our stakeholders or to achieve the commitments we have made, could result in damage to our reputation and relationships with various stakeholders, as well as adversely impact our financial condition due to volatility in the cost or availability of capital, difficultly obtaining new business, or entering into new supplier relationships, a possible loss of market share on our current product portfolio, or difficulty attracting and retaining a skilled workforce.

Tax legislation could materially adversely affect our financial results and tax liabilities.

Our business is subject to tax-related external conditions, such as tax rates, tax laws, and regulations, changing political environments in the U.S. and foreign jurisdictions that impact tax examination, assessment and enforcement approaches. In addition, changes in tax laws including further regulatory developments arising from U.S. tax reform legislation and/or regulations around the world could result in a tax expense or benefit recorded to our consolidated statement of earnings. In connection with guidance such as the Base Erosion and Profit Shifting (BEPS) Integrated Framework provided by Organization for Economic Cooperation and Development (OECD), determination of multi-jurisdictional taxation rights and the rate of order cancellations or delays, increased risk of excess and obsolete inventories, increased pressure on the prices for our products and services, and longer sales cycles and greater difficulty in collecting accounts receivable.

Additionally, the Company operates in multiple income tax jurisdictions and must determine the appropriate allocationapplicable to certain types of income may be subject to eachpotential change. Due to uncertainty of the regulation changes and other tax-related factors stated above, it is currently not possible to assess the ultimate impact of these jurisdictions basedactions on current interpretations of complex incomeour financial statements.

Although we believe that our historical tax regulations.positions are sound and consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. Income tax audits associated with the allocation of income and other complex issues maycould result in significant income tax adjustments that could negatively impact the Company’sour future operating results.

ITEM 1B.

UNRESOLVED STAFF COMMENTS – NONE

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ITEM 1B.UNRESOLVED STAFF COMMENTS – NONE

ITEM 2.PROPERTIES

Principal Manufacturing, Distribution and Administrative locationslocations:

The Company’s

Our corporate headquarters are located in Lansing, Michigan, with administrative, sales, manufacturing, and warehousing in other locations domestically and globally. These properties are in good condition, well-maintained, and generally suitable and adequate to carry on the Company’ssupport our business. For leased properties, we do not anticipate difficulty in renewing existing leases or in finding alternative facilities.

ITEM 3.LEGAL PROCEEDINGS

NeogenThe litigation process is subject to certain legal proceedingsmany uncertainties, and the outcome of individual matters is not predictable with assurance. See Note 7. “Commitments and Contingencies” to the consolidated financial statements included in the normal courseItem 15. “Exhibits and Financial Statement Schedules” of business that, in the opinionthis Report for discussion of management, should not have a material effect on its future results of operations or financial position.

ITEM 4.

MINE SAFETY DISCLOSURES – NOT APPLICABLE

ITEM 4.MINE SAFETY DISCLOSURES — NOT APPLICABLE

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PART II

ITEM 5. MARKET INFORMATION:FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Neogen Common Stock is traded on the NASDAQ Global Select Market under the symbol “NEOG”. The following table sets forth, for the fiscal periods indicated, the high and low sales prices for the Common Stock as reported on the NASDAQ Stock Market.NEOG.

HOLDERS:Holders

As of June 30, 2017,2023, there were approximately 281580 stockholders of record of Common Stockour common stock. The actual number of holders is significantly greater than this number of holders and management believes thereincludes stockholders who are a total of approximately 12,000 beneficial holders.owners but whose shares are held in street name by brokers and other nominees.

DIVIDENDS:Dividends

Neogen has never paid cash dividends on its Common Stock and does not anticipate paying cashexpect to pay dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The graph below matches Neogen Corporation’s cumulative5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index and the NASDAQ Medical Equipment index. The graph tracks the performance of a $100 investment ininformation regarding our common stock and in each index (with the reinvestment of all dividends)securities authorized for issuance under equity compensation plans is incorporated by reference from May 31, 2012 to May 31, 2017.our Proxy Statement.

ITEM 6. RESERVED

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Issuer Purchases of Equity Securities

In December 2008, the Board of Directors authorized management to repurchase up to a total of 1,125,000 shares of its common stock in open market transactions. This authorization remains in effect; however, the Company made no purchases of common stock in fiscal years 2017, 2016 and 2015.

ITEM 6.

SELECTED FINANCIAL DATA

The following tables set forth selected consolidateddiscussion and analysis of our financial datacondition and results of Neogen for the year ended May 31, 2017, and each of the four preceding fiscal years. The selected consolidated financial data presented below have been derived from the Company’s consolidated financial statements. This financial dataoperations should be read in conjunction with the consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form10-K.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains both historical financial information and forward-looking statements. Neogen Corporation management does not provide forecasts of future financial performance. While management is optimistic about the Company’s long-term prospects, historical financial information may not be indicative of future financial results.

Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. There are a number of important factors, including competition, recruitment and dependence on key employees, impact of weather on agriculture and food production, identification and integration of acquisitions, research and development risks, patent and trade secret protection, government regulation and other risks detailed from time to time in the Company’s reports on file at the Securities and Exchange Commission, that could cause Neogen Corporation’s results to differ materially from those indicated by such forward-looking statements, including those detailed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In addition, any forward-looking statements represent management’s views only as of the day this Report on Form10-K was first filed with the Securities and Exchange Commission and should not be relied upon as representing management’s views as of any subsequent date. While managementwe may elect to update forward-looking statements at some point in the future, itwe specifically disclaimsdisclaim any obligation to do so, even if itsour views change.

TRENDS AND UNCERTAINTIES

During fiscal 2023, we experienced higher than normal input cost inflation, including increases in certain raw materials, labor costs and supply chain pressure that negatively impacted operating results. Pricing actions taken during fiscal 2022 and 2023 mitigated some, but not all, of the inflationary pressures on the business. Ongoing inflation also could have an impact on our customer’s purchasing decisions and order patterns. We estimate inflation will continue to affect us in fiscal year 2024, although at a decreasing rate compared to the prior two fiscal years.

Although we have no operations in or direct exposure to Russia, Belarus and Ukraine, we have experienced intermittent shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative impact of the Russia-Ukraine military conflict, which began in February 2022, on the global economy. Our European operations and customer base have been adversely impacted by the conflict. As the conflict continues or worsens, it may further impact our business, financial condition or results of operations during fiscal year 2024.

While the impact of the COVID-19 global pandemic was more modest in fiscal 2023, it continued to impact our business operations and financial results, particularly in the first half of the fiscal year in Asia. A number of our product lines were negatively impacted due to vendor disruptions, border closures, shipping issues and labor shortages. Broadly speaking, many of our markets have recovered or are recovering from the pandemic, as supply chain difficulties and shipping costs have decreased. A renewed outbreak of COVID-19 could result in further uncertainty and business disruptions. However, the current trend is positive and negative impacts appear to be moderating.

Overall, the impact of inflation, the Russia-Ukraine military conflict and COVID-19 remains uncertain. We continue to evaluate the nature and extent to which these issues impact our business, including supply chain, labor availability and attrition, consolidated results of operations, financial condition and liquidity. We expect these issues to continue to impact us throughout fiscal year 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of the Company’sour financial condition and results of operations are based on the consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that management make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates the estimates, including but not limited to, those related to receivable allowances, inventories and intangible assets. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The following critical accounting policiesestimates reflect management’s more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue Recognition

Revenue from products and services is recognized when the product has been shipped or the service performed, the sales price is fixed and determinable, and collection of any receivable is probable. To the extent that customer payment has been received before all recognition criteria are met, these revenues are initially deferred and later recognized in the period that all recognition criteria have been met. Customer credits for sales returns, pricing and other disputes, and other related matters (including volume rebates offered to certain distributors as marketing support) represent approximately 3% of reported net revenue for each period presented.32

Accounts Receivable Allowance

Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for doubtful accounts receivable is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Collateral or other security is generally not required for accounts receivable. Once a receivable balance has been determined to be uncollectible, that amount is charged against the allowance for doubtful accounts.

Inventory

A reserve for obsolete and slow moving inventory has been established and is reviewed at least quarterly based on an analysis of the inventory, taking into account the current condition of the asset as well as other known facts and future plans. The reserve required to record inventory at lower of cost or market may be adjusted as conditions change. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets. Other intangible assets include customer relationships, trademarks, licenses, trade names, covenantsnot-to-compete and patents. Amortizable intangible assets are amortized on either an accelerated or a straight-line basis, generally over 5 to 25 years. The Company reviews the carrying amounts of goodwill and othernon-amortizable intangible assets annually, or when indications of impairment exist, to determine if such assets may be impaired by performing a quantitative assessment. If the carrying amounts of these assets are deemed to be less than fair value based upon a discounted cash flow analysis and comparison to comparable EBITDA multiples of peer companies, such assets are reduced to their estimated fair value and a charge is made to operations.

Long-lived Assets

Management reviews the carrying values of its long-lived assets to be held and used, including definite-lived intangible assets, for possible impairment whenever events or changes in business conditions warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated separately identifiable undiscounted cash flows over the remaining useful life of the asset indicate that the carrying amount of the asset may not be recoverable. In such an event, fair value is determined using discounted cash flows and, if lower than the carrying value, impairment is recognized through a charge to operations.

Equity Compensation Plans

Share options awarded to employees and shares of stock awarded to employees under certain stock purchase plans are recognized as compensation expense based on their fair value at grant date. The fair market value of options granted under the Company’s stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model using assumptions for inputs such as interest rates, expected dividends, volatility measures and specific employee exercise behavior patterns based on statistical data. Some of the inputs used are not market-observable and have to be estimated or derived from available data. Use of different estimates would produce different option values, which in turn would result in higher or lower compensation expense recognized.

To value options, several recognized valuation models exist. None of these models can be singled out as being the best or most correct one. The model applied by the Company is able to handle most of the specific features included in the options granted, which is the reason for its use. If a different model were used, the option values could differ despite using the same inputs. Accordingly, using different assumptions coupled with using a different valuation model could have a significant impact on the fair value of employee stock options. Fair value could be either higher or lower than the number provided by the model applied and the inputs used. Further information on the Company’s equity compensation plans, including inputs used to determine the fair value of options, is disclosed in Notes 1 and 5 to the consolidated financial statements.

Income Taxes

The Company accountsWe account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and for tax credit carry forwardscarryforwards and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred income tax expense represents the change in net deferred income tax assets and liabilities during the year. The determination of income subject to income tax in each tax paying jurisdiction requires us to apply transfer pricing guidelines for certain intercompany transactions.

Our tax rate is subject to adjustment over the balance of the year due to, among other things, income tax rate changes by governments; the jurisdictions in which our profits are determined to be earned and taxed; changes in the valuation of our deferred tax assets and liabilities; adjustments to our interpretation of transfer pricing standards; changes in available tax credits or other incentives; changes in stock-based compensation expense; changes in tax laws or the interpretation of such tax laws; and changes in U.S. generally accepted accounting principles.

Although we believe our tax estimates are reasonable and we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any audit, and any related litigation, could be materially different from our estimates or from our historical income tax provisions and accruals. The Company’s wholly-ownedresults of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

As of May 31, 2023, the Company has approximately $153 million of undistributed earnings in its foreign subsidiaries. Approximately $41 million of these earnings are no longer considered permanently reinvested. The incremental tax cost to repatriate these earnings to the U.S. is immaterial. The Company has not provided deferred taxes on approximately $112 million of undistributed earnings from non-U.S. subsidiaries as of May 31, 2023 which are comprised of Neogen Europe, Lab M Holdings, Quat-Chem, Neogen do Brasil, NeogenBio-Scientific Technology Co (Shanghai), Neogen Food and Animal Security (India), Neogen Canada, Acumedia do Brasil, Deoxi Biotecnologia Ltda, and Rogama Industria e Comercio, Ltda; Neogen owns 90% of Neogen Latinoamerica.indefinitely reinvested in operations. Based on historical experience, as well as the Company’smanagement’s future plans, earnings from these subsidiaries are expectedwill continue to bere-invested indefinitely for future expansion and working capital needs. Furthermore, the Company’s domestic operations have historically produced sufficient operating cash flow to mitigate the need to remit foreign earnings. On an annual basis, the Company evaluateswe evaluate the current business environment and whether any new events or other external changes might require are-evaluationfuture evaluation of the decision to indefinitelyre-invest these foreign earnings. AtIt is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.

Additionally, the company has elected to treat Global Intangible Low Tax Income (“GILTI”), as a period cost, and therefore, has not recognized deferred taxes for basis differences that may reverse as GILTI tax in future years.

Business Combinations and Customer Relationships Intangibles

We utilize the acquisition method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Neogen’s results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill.

As described in Note 3 "Business Combinations" to the consolidated financial statements, on September 1, 2022, we completed a transaction combining 3M’s food safety division with Neogen in a Reverse Morris Trust transaction for consideration of approximately $3.2 billion, which resulted in recording of a customer relationships intangible assets valued at $1.17 billion. We determined the fair value of the acquired customer relationships intangible assets by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions related to forecasted revenue growth rate and customer attrition rate. Valuation specialists were used to develop and evaluate the appropriateness of the multi-period excess earnings method, our discount rates, our attrition rate and our fair value estimates using our cash flow projections.

The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.

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Our estimates of fair value are based on assumptions believed to be reasonable at that time. If we made different estimates or judgments, it could result in material differences in the fair values of the net assets acquired.

Goodwill

We record goodwill when the purchase price of acquired businesses exceeds the value of their identifiable net tangible and intangible assets acquired. We periodically evaluate goodwill for impairment in accordance with the accounting guidance for goodwill and other indefinite-lived intangibles that are not amortized. We review our goodwill for impairment annually during the fourth quarter. In addition, we review goodwill for impairment whenever adverse events or changes in circumstances indicate a possible impairment.

This review is performed at the reporting unit level, and involves a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess carrying value over fair value.

In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in determining the fair value of our reporting units. Fair value of each reporting unit is estimated based on a combination of discounted cash flows and the use of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of each reporting unit. These calculations contain uncertainties as they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting units, and appropriate discount and long-term growth rates.

During fiscal year 2023, our business was organized into two reporting units: Food Safety and Animal Safety. The determination of our reporting units and impairment indicators also require us to make significant judgments.

As a result of our test in the fourth quarter of fiscal year 2023, we determined that the fair value of our reporting units exceeded their respective carrying values. As such, the annual impairment analysis resulted in no impairment in fiscal year 2023.

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RESULTS OF OPERATIONS

Historical Periods

Refer to Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the fiscal year ended May 31, 2017, unremitted earnings2022 for discussion of the foreign subsidiariesResults of Operations, Segment Results of Operations, and Financial Condition and Liquidity for the year ended May 31, 2022 compared to the year ended May 31, 2021, which is incorporated by reference herein.

Executive Overview