UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from           to            

or

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission File Number 001-38332

QIAGEN N.V.

(Exact name of Registrant as specified in its charter)

n/a

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Hulsterweg 82

5912 PL Venlo

The Netherlands

011-31-77-355-6600

(Address of principal executive offices)

_____________________________________________

Roland Sackers, Tel: 011-31-77-355-6600, Fax: 011-31-77-355-6658

QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

_____________________________________________

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class:	Trading Symbol	Name of each exchange on which registered:
Common Shares, par value EUR 0.01 per share	QGEN	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 _____________________________________________

The number of outstanding Common Shares as of December 31, 2023 was 228,202,755.

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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.    ☐  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 whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405

of Regulation S-T 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See

definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☒            Accelerated filer  ☐            Non-accelerated filer  ☐           Emerging Growth Company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  ☐

* The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting

Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effective 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, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒	U.S. GAAP
☐	International Financial Reporting Standards as issued by the International Accounting Standards Board
☐	Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

   ☐  Item 17    ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒  No 

Unless the context otherwise requires, references herein to “we,” “us,” “our,” the “Company” or to “QIAGEN” are to QIAGEN N.V. and its consolidated

subsidiaries. Totals within tables presented in U.S. dollar millions may contain rounding differences.

_____________________________________________

EXCHANGE RATES

QIAGEN publishes its financial statements in U.S. dollars. In this Annual Report on Form 20-F, references to “dollars” or “$” are to U.S. dollars, references to

CHF are to the Swiss franc, and references to “EUR”, the “euro” or “€” are to the European Monetary Union euro. Except as otherwise stated herein, all

monetary amounts in this Annual Report on Form 20-F have been presented in U.S. dollars.

The exchange rate used for the euro was obtained from the European Central Bank and is based on the daily concertation procedure between central banks

across Europe, which normally takes place around 2:10 P.M. Central European Time. This rate at March 7, 2024 was $1.0895 per €1.

For information regarding the effects of currency fluctuations on our results, see "Operating and Financial Review."

TRADEMARKS

We have proprietary rights to trademarks, trade names and service marks used in this Annual Report on Form 20-F that are important to our business, many of

which are registered under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual

Report on Form 20-F may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the

fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not

intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by,

any other companies. Each trademark, trade name or service mark of any other company appearing in this Annual Report on Form 20-F is the property of its

respective holder.

Table of Contents
	Overview
7	Common Shares
	Management Report
13	Business and Operating Environment
26	Operating and Financial Review
37	Risks and Risk Management
56	Quantitative and Qualitative Disclosures about Market Risk
59	Sustainability
	Corporate Governance
69	Governance Structure
71	Managing Board
72	Supervisory Board
82	Board-Related Matters
84	Shareholder Meetings and Share Capital
89	Additional Information
94	Compensation of Managing and Supervisory Boards
	Consolidated Financial Statements
98	Consolidated Financial Statements
99	Report of Independent Registered Public Accounting Firm
102	Report of Independent Registered Public Accounting Firm
104	Consolidated Balance Sheets
106	Consolidated Statements of Income
107	Consolidated Statements of Comprehensive Income
108	Consolidated Statements of Changes in Equity
109	Consolidated Statements of Cash Flows

111	Notes to Consolidated Financial Statements
	Appendices
181	Memorandum and Articles of Association
193	Principal Accountant Fees and Services
194	Taxation
200	Government Regulations
211	Exchange Controls
211	Documents on Display
211	Controls and Procedures
213	Disclosure under Section 219 of ITRA
214	Reference Table Form 20-F
218	Exhibit Index
219	Signatures

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Overview

Common Shares

Market Environment

Despite concerns over inflation, rising interest rates, and increasing geopolitical

tensions around the world, various stock markets defied expectations in 2023

and posted gains during very volatile conditions for the year.

This rally, however, was dominated by a select group of stocks as many others

were held back by fears of recession and higher interest rates.

All three major U.S. indices ended 2023 with gains, making up for losses in

2022. The Dow Jones Industrial Average was up 14% and the S&P 500

returned 24%. Mega-cap tech companies made the biggest comeback,

reflected in the 54% rise in the NASDAQ 100 Index.

In Germany, the blue-chip DAX-40 Index (QIAGEN is a member) rose 20%,

while the TecDAX Index of top technology companies (QIAGEN is also a

member) closed up 14% for the year. This overall performance reflects the

impact on valuations due to inflation in tandem with the continued economic

recovery following the COVID-19 pandemic.

Global Shares listed in the U.S. and Europe

QIAGEN Global Shares have been registered and traded in the United States

since 1996 and are traded on the New York Stock Exchange (NYSE).

These Shares have also traded in Germany on the Frankfurt Stock Exchange

since 1997, and the Prime Standard segment since its launch in 2003, where

shares are traded on the XETRA electronic trading platform as well as on the

Frankfurt Börse involving floor trading.

The dual listing on the NYSE and the Frankfurt exchange offers advantages for

QIAGEN, our shareholders and employees. The presence in both markets

enhances liquidity, and increases the opportunity to attract investors,

particularly those in the U.S. restricted to only holding in U.S. dollar-

denominated investments. Unlike American Depositary Receipts (ADRs),

QIAGEN’s global shares provide equal rights for all shareholders and can be

traded on either exchange, in U.S. dollars or euros.

Share Price and Liquidity

QIAGEN’s share price fared relatively well in 2023 as the life sciences and

diagnostic industry continued to reset business conditions following significant

gains during the COVID-19 pandemic, ending the year with a 13% decline to

$43.43 on the NYSE, and a 16% decline to EUR 39.40 on the Frankfurt Stock

Exchange (XETRA).

Our shares continued to offer high liquidity, with average daily trading volume

of approximately 1.5 million in 2023 - around 1.0 million in the U.S., and 0.5

million in Germany.

As of December 31, 2023, the free float, which affects weighting of QIAGEN

shares in various indices, was approximately 99%.

Shareholder Structure

QIAGEN has a global investor base comprised of more than 600 identified

institutional investors, with approximately 46% in North America, 50% in

Europe, and the remaining shares held in the rest of the world. Members of the

Managing Board and the Supervisory Board, in total, owned less than 1% of

QIAGEN’s outstanding common shares at the end of 2023.

Market Capitalization

	2023
Year-end market capitalization (in $ million)	9,911
Year-end market capitalization (in € million)	8,991

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Overview

Annual Shareholder Meeting

At the Annual General Meeting on June 22, 2023, in Venlo, the Netherlands,

shareholders gave overwhelming approval to all agenda items. Shareholders

present or represented at the meeting held approximately 158.7 million shares,

or 69% of QIAGEN’s approximately 230.8 million issued shares as of the

record date for the meeting. Details of attendance and voting results are

available at corporate.QIAGEN.com.

Investor Relations and Shareholder Engagement

QIAGEN is committed to offering shareholders, analysts and communities

around the world transparent, comprehensive and readily accessible

information on our performance, strategy and future prospects, as well as our

vision and mission. Interactions included individual calls, roadshows and

attendance at broker-sponsored investor conferences.

These efforts were acknowledged in the annual “Institutional Investor”

magazine survey of investors, with the QIAGEN Investor Relations team being

recognized as the top team in the EMEA region within the Medtech industry,

and among the top five in the Healthcare sector.

QIAGEN Share Price Development and Average Trading Volume -

NYSE 2023

	2023
Year-end price	$43.43
High	$51.18
Low	$34.74
Average daily trading volume (in million shares)	1.02

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Overview

QIAGEN Share Indices and Historic Prices - NYSE

On January 10, 2018, our Shares began trading on the New York Stock

Exchange (NYSE) under the symbol QGEN. Prior to the transition to the NYSE,

our Common Shares were traded on NASDAQ since the IPO (Initial Public

Offering) in 1996 under the same QGEN ticker.

The following tables set forth the annual high and low sale prices for the last

five years, the quarterly high and low sale prices for the last two years, and the

monthly high and low sale prices for the last six months on the NYSE.

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Overview

QIAGEN Historical Share Price History - NYSE

	High ($)	Low ($)
Annual:
2019	43.16	25.04
2020	55.27	32.97
2021	59.00	45.58
2022	55.12	40.38
2023	51.18	34.74

	High ($)	Low ($)
Quarterly 2022:
First Quarter	55.12	41.32
Second Quarter	50.38	42.44
Third Quarter	50.51	40.49
Fourth Quarter	51.05	40.38
Quarterly 2023:
First Quarter	51.18	45.08
Second Quarter	46.99	43.80
Third Quarter	47.70	38.98
Fourth Quarter	43.73	34.74
Quarterly 2024:
First Quarter (through March 7)	45.87	42.17

	High ($)	Low ($)
Monthly:
October 2023	40.65	34.74
November 2023	41.48	37.14
December 2023	43.73	40.78
January 2024	45.87	42.73
February 2024	45.38	42.17
March 2024 (through March 7)	44.65	42.60

QIAGEN Share Price Development and Average Trading Volume -

Germany Frankfurt Stock Exchange (XETRA) 2023

	2023
Year-end price	€39.40
High	€48.36
Low	€32.74
Average daily trading volume (in million shares)	0.51

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Overview

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Overview

QIAGEN Share Indices and Historic Prices - Germany

Our Shares have been traded on the Frankfurt Stock Exchange since a

secondary IPO in September 1997 under the symbol QIA. QIAGEN joined the

blue-chip DAX-40 Index in September 2021, a recognition of our ranking

among the top publicly-traded companies in Germany based on market

capitalization.

The following table sets forth the annual high and low sale prices for the last

five years, the quarterly high and low sale prices for the last two years, and the

monthly high and low sale prices for the last six months on the Prime Standard.

QIAGEN Historical Share Price History - Germany

	High (€)	Low (€)
Annual:
2019	39.19	22.54
2020	46.95	29.55
2021	51.56	37.38
2022	49.37	37.95
2023	48.36	32.74

	High (€)	Low (€)
Quarterly 2022:
First Quarter	49.34	37.95
Second Quarter	46.03	39.94
Third Quarter	49.37	41.32
Fourth Quarter	48.26	41.62
Quarterly 2023:
First Quarter	48.36	41.57
Second Quarter	43.47	39.62
Third Quarter	43.39	36.73
Fourth Quarter	40.07	32.74
Quarterly 2024:
First Quarter (through March 7)	42.19	38.83

	High (€)	Low (€)
Monthly:
October 2023	38.64	32.74
November 2023	37.83	35.09
December 2023	40.07	37.46
January 2024	42.10	38.83
February 2024	42.19	39.07
March 2024 (through March 7)	41.05	39.32

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 12
Overview

Business and Operating Environment

Company Overview

QIAGEN is a leading global provider of Sample to Insight solutions that enable

customers to gain valuable molecular insights from any biological sample. Our

sample technologies isolate and process deoxyribonucleic acid (DNA),

ribonucleic acid (RNA) and proteins – the building blocks of life – from blood,

tissue and other materials. Assay technologies make these biomolecules visible

and ready for analysis using a range of technologies. Bioinformatics software

and knowledge bases are used to interpret complex genomic data sets to

provide relevant, actionable insights. Instruments and automation solutions are

used to tie together these products into seamless and cost-effective workflows.

We provide solutions to more than 500,000 customers around the world in

Molecular Diagnostics (human healthcare) and Life Sciences (academic

research, pharma and biotech companies, and applied applications such as

human identification / forensics and food safety). As of December 31, 2023,

we employed approximately 6,000 people in more than 35 locations

worldwide.

QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in

the emerging biotechnology sector with a revolutionary method that

standardized and accelerated the extraction and purification of nucleic acids

from biological samples, which means any material containing DNA, RNA or

proteins. As molecular biology and genomic knowledge has grown to influence

many areas of daily life, we have expanded to serve the full spectrum of market

needs, developing new instruments, consumables and digital solutions;

partnering with researchers and pharmaceutical companies, and acquiring

companies and technologies that best complement our portfolio. We believe

the addressable global market for our portfolio totals more than $11 billion.

We continue to accelerate our portfolio growth and increase our efficiency and

effectiveness while also enhancing our customer experience, our corporate

citizenship, and our position as an employer of choice. Our growth strategy is

anchored in our Five Pillars of Growth: sample technologies, the digital PCR

(Polymerase Chain Reaction) platform QIAcuity, the clinical PCR automation

solutions QIAstat-Dx and NeuMoDx and the QuantiFERON technology platform

used to detect medical conditions such as latent tuberculosis. Our growth has

been funded through internally generated funds, as well as debt offerings and

the public sales of equity securities. Our global shares are listed on the New

York Stock Exchange under the ticker symbol QGEN and on the Frankfurt Stock

Exchange as QIA.

QIAGEN N.V. is the holding company for more than 50 consolidated

subsidiaries, many of which have the primary function of distributing our

products and services on a regional basis. Certain subsidiaries also have

research and development or production activities. The Company is registered

under its commercial and legal name QIAGEN N.V. with the trade register

(kamer van koophandel) of the Dutch region Limburg Noord under file number

12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited

liability company (naamloze vennootschap) and is organized as a holding

company. Our principal executive office is located at Hulsterweg 82, 5912 PL

Venlo, The Netherlands, and our telephone number is +31-77-355-6600.

Further information on QIAGEN can be found at www.qiagen.com. The

U.S. Securities Exchange Commission (SEC) website at www.sec.gov

contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC. Information contained in,

or that can be accessed through, our website is not a part of, and shall not be

incorporated by reference into, this Annual Report. We have included our

website address in this document solely as an inactive textual reference.

Operating Environment

Economic Environment

The global economy grew by approximately 2.9% in 2023, slightly below the

3.1% growth rate recorded for 2022, marking it one of the more modest

annual growth performances of the last 20 years. This soft growth trajectory

can be attributed to ongoing inflationary pressures and the complex unwinding

of post-pandemic economic disruptions. Central banks around the world

continued to walk a fine line of monetary tightening, adjusting interest rates to

curb inflation while trying to mitigate impacts on national economies. The U.S.

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Management Report

Dollar Index, after seeing volatility in 2022, maintained a relatively stable

performance throughout 2023, with minor fluctuations reflecting ongoing

economic uncertainties.

Industry Environment

Life Sciences and Molecular Diagnostics faced diverging trends in 2023 - there

was growth in areas that had been adversely affected by the pandemic

lockdowns, but another significant drop in demand for COVID-19 testing and

surveillance products compared with the peak level in 2021. The pandemic

had led to significant growth in the installed base of instruments, and

competitors were now seeking to expand this base to other applications in Life

Sciences and Molecular Diagnostics. Although numerous smaller companies

have emerged in recent years, larger companies such as QIAGEN boast the

crucial advantage of better global distribution and production capacity, as well

as brand recognition and credibility.

The addressable Life Sciences and Molecular Diagnostics industry segments

generate an estimated $11billion of annual sales, and are expected to

maintain a healthy rate of single-digit sales growth in the coming years. Key

growth drivers include continued research funding to advance our

understanding of biology, as well as consistently strong medical demand for

molecular clinical testing.

QIAGEN Products

Our leadership in molecular research and testing solutions leverages our

product portfolio across a wide range of applications. These are grouped into

two main categories:

•Consumables and related revenues involve our consumables kits,

bioinformatics solutions, royalties, co-development milestone payments and

services (88% of total net sales in 2023); and

•Instruments and related services and contracts (12% of total net sales in

2023).

QIAGEN Product Groups

Sample Technologies

Sample Technologies is the first of our Five Pillars of Growth and includes

products involved in the first step of any molecular lab process.

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Management Report

Our broad portfolio of Sample technologies includes consumables and

instruments used in sample collection, stabilization, storage, purification and

quality control. Some of our consumables are designed to run on our

instruments, while others are universal kits designed for use with any molecular-

testing platform. These products are used in research and applied testing

(forensics / human identification and food safety) laboratories as well as

clinical testing.

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	Applications
	Cloning		qPCR / dPCR
	DNA amplification		Sequencing  / NGS
	Arrays		Liquid biopsy
	Gene editing		Microbiome
	Epigenetics		Gene silencing
	Cellular analytics		Proteomics

Input demands	Processing	Target analytes
Low / high-volume	Manual	Genomic DNA
Low-quantity		Plasmid DNA
Tubes / plates		cfDNA
Input demands
Low-quantity	Automated	mRNA, rRNA
High-quantity	Low-to	miRNA
Tubes / plates	High-throughput	Proteins Circ. Tumor cells

Selected biological samples
	Tissue		Stool
	Cells		Saliva
	Blood		Other body fluids
	Serum		Bone
	Plasma		Plants
	Urine		Soil

Sample technologies	Selected QIAGEN brands
Primary Sample technology consumables
•Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and automated processing for genotyping, gene expression, viral and bacterial analysis •Mainly based on silica membrane and magnetic bead technologies	•QIAamp •PAXgene •AllPrep	•DNeasy •AdnaTest •QIAprep&amp	•RNeasy •MagAttract
Secondary Sample technology consumables
•Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)	•QIAprep •QIAGEN Plasmid •HiSpeed	•QIAquick •QIAfilter •EndoFree	•DyeEx
Sample technology instruments
•Instruments for nucleic acid purification, quality control and accessories	•QIAsymphony •EZ1 Advanced XL •TissueLyser III	•QIAcube Connect •EZ2 Connect MDx •QIAxpert	•QIAcube HT •QIAxcel Connect •QIAcube Connect MDx

Diagnostic Solutions

Diagnostic solutions include our molecular testing platforms and consumables

covering three of our Pillars of Growth, which are QuantiFERON, QIAstat-Dx

and NeuMoDx, as well as Precision Diagnostics which involves companion

diagnostic co-development revenues from projects with pharmaceutical

companies, regulated assays and solutions for laboratory developed tests.

Additional areas include Oncology and Sexual & Reproductive Health for

detection of various diseases and for other laboratory processes.

Diagnostic solutions	Selected QIAGEN brands
Immune response consumables
•Interferon-Gamma Release Assay (IGRA) for latent TB testing •Assays for post-transplant testing, viral load monitoring, assessment of T-Cell response to COVID-19	•QuantiFERON
Oncology and Sexual & Reproductive health consumables
•Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions •Assays for prenatal testing and detection of sexually transmitted diseases and HPV	•therascreen •AmniSure / PartoSure	•ipsogen	•digene HC2
Sample to Insight instruments and dedicated assays
•One-step molecular analysis of hard-to-diagnose syndromes •Fully integrated PCR testing	•QIAstat-Dx •QIAstat-Dx Rise	•NeuMoDx

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Management Report

PCR / Nucleic Acid Amplification

PCR / Nucleic Acid Amplification involves our research and applied PCR

solutions and components. The product group includes another of our Five

Pillars of Growth: QIAcuity. We offer optimized solutions for end-point PCR,

quantitative PCR and digital PCR. Our kits, assays, instruments and accessories

amplify and detect targets and streamline workflow for virtually any

application.

PCR/Nucleic acid amplification	Selected QIAGEN brands
Research PCR consumables
•Different generations of PCR, quantitative PCR, reverse transcription and combinations (RT-PCR) kits for analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and technologies	•QuantiTect •OneStep RT-PCR •Type-it •OmniScript	•QuantiFast •QIAGEN Multiplex •miRCURY LNA •miScript	•QuantiNova •HotStarTaq •TopTaq
Human ID / Forensics assay consumables
•STR assays for Human ID, additional assays for food contamination	•Investigator (human ID / forensics)	•mericon (food safety)
PCR instruments
•Digital PCR solutions •qPCR solutions	•QIAcuity •Rotor-Gene Q	•QIAquant •QIAgility
OEM consumables
•Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers	•Provided on an individualized contract basis

Genomics / NGS

This product group includes our universal NGS (next-generation sequencing)

solutions for use with any NGS sequencer as well as the full bioinformatics

portfolio offered by QIAGEN Digital Insights.

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Management Report

Genomics / NGS	Selected QIAGEN brands
Universal NGS consumables
•Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome amplification, etc. •Sequence-based assays for forensic genetic genealogy	•QIAseq	•REPLI-g Epitect	•ForenSeq Kintelligence
QIAGEN Digital Insights solutions
•Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes freestanding software or cloud-based solutions and is also integrated into many QIAGEN consumables and instruments	•QIAGEN Clinical Insight •QCI Interpret One •Ingenuity Variant Analysis	•CLC Genomics Workbench •OmicSoft •Ingenuity Pathway Analysis	•QIAGEN Knowledge Base •HGMD
Custom laboratory and genomic services
•Custom services such as DNA sequencing, whole genome amplification, and non-cGMP DNA production	•Provided on an individualized contract basis

Other

Revenues from various sources including protein biology products, royalties,

intellectual property and freight charges.

Principal Markets

We sell our products to more than 500,000 customers in two broad customer

groups: Molecular Diagnostics (clinical testing) and Life Sciences (academia,

pharmaceutical R&D and applied testing). Sales to these groups were as

follows:

Net sales (in millions)	2023	2022	2021
Molecular Diagnostics	$1,035.5	$1,126.2	$1,143.7
Life Sciences	929.8	1,015.3	1,108.0
Total	$1,965.3	$2,141.5	$2,251.7

We estimate the total addressable market at over $11 billion annually.

Molecular Diagnostics

The molecular diagnostics market includes healthcare providers engaged in

many aspects of patient care that require accurate diagnoses and insights to

guide treatment decisions in oncology, infectious diseases and immune

monitoring.

We offer one of the broadest portfolios of molecular technologies for

healthcare. The success of molecular testing in healthcare depends on the

ability to accurately analyze purified nucleic acid samples from sources such as

blood, tissue, body fluids and stool. Automated systems process tests reliably

and efficiently, often handling hundreds of samples simultaneously. Our range

of assays for diseases and biomarkers speeds up and simplifies laboratory

workflow and standardizes lab procedures.

Molecular testing is the most dynamic segment of the global in vitro diagnostics

market. The pandemic has demonstrated the value of molecular testing in

healthcare and we expect the market to provide significant growth

opportunities.

We have built a position as a preferred partner to co-develop companion

diagnostics paired with targeted drugs and have created a rich pipeline of

molecular tests that are transforming the treatment of cancer and other diseases.

We have more than 30 master collaboration agreements with pharmaceutical

industry customers, some with multiple co-development projects. In 2023, we

continued to expand on these partnerships with new agreements, for example a

new partnership with Servier for the development of a companion diagnostic in

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 18
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Acute Myeloid Leukemia therapy. Also, our portfolio of assays was expanded

following the FDA approval of a companion diagnostic for Blueprint Medicines'

therapy for gastrointestinal stromal tumors. Companion diagnostics move

through clinical trials and regulatory approvals, along with the paired drugs, to

commercialization and marketing to healthcare providers.

Selected Molecular Diagnostics products
Sample technologies	Assay technologies	Instruments	Bioinformatics
For extraction from: •Tissue •Blood •Swabs, other	Indication areas •Oncology •Immune modulation •Infectious diseases Technologies: QuantiFERON, Polymerase Chain Reaction (PCR), Next-generation sequencing (NGS)	•QIAstat-Dx •NeuMoDx •QIAsymphony RGQ •QIAcube Connect MDx •EZ2 Connect MDx •QIAstat Rise	QIAGEN Clinical Insight (QCI) •Hereditary diseases •Somatic and germline cancers •All diseases

Life Sciences

The Life Sciences market includes governments and biotechnology companies –

and researchers using molecular testing technologies who are generally served

by public funding in areas such as medicine and clinical development,

forensics, and exploring the building blocks of life.

We partner with customers across diverse disciplines in academia and industry,

providing sample technologies, assay technologies, bioinformatics and services

to universities and institutes, pharmaceutical and biotech companies,

government and law enforcement agencies.

We provide Sample to Insight solutions to academic and research institutions

around the world. We focus on enabling researchers to use high-quality

technologies to generate reliable, fast, highly reproducible results, sometimes

replacing time-consuming traditional or in-house methods. We often partner

with leading institutions on research projects and develop customized solutions

such as NGS panels for the sequencing of multiple gene targets.

We are a global leader in solutions for governments and industry, particularly

in forensic testing and human identification. The value of genetic

"fingerprinting" has been proven in criminal investigations and examinations of

paternity or ancestry, as well as in food safety. We provide sample collection

and analytical solutions for law enforcement and human identification labs, as

well as advanced technologies for studies of microbiomes and their effect on

health and the environment.

We have deep relationships with pharmaceutical and biotechnology

companies. Drug discovery and development as well as translational research

efforts increasingly employ genomic information, both to guide research in

diseases and to differentiate patient populations that are most likely to respond

to particular therapies. We estimate that about half of our sales to these

companies supports research, while the other half supports clinical

development, including stratification of patient populations based on genetic

information. Also, QIAGEN Digital Insights solutions are widely used to guide

pharmaceutical research and treatment options.

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Selected Life Sciences products
Sample technologies	Assay technologies	Instruments	Bioinformatics
~300 different kit types for extraction and purification of DNA, RNA and proteins from tissue, blood, cells, stool, plants, soil, and other sample types	•Real-time PCR •Digital PCR •Next-generation sequencing	•QIAsymphony •QIAcube Connect •QIAcuity digital PCR	•Ingenuity Pathway Analysis (IPA) •Genomics Workbench/Server •Microbial Pro Suite/RNA-seq •Microbial Epigenetics

Competition

The markets for most of our products are very competitive. Competitors may

have developed, or could develop in the future, new technologies that compete

with our products or even render our products obsolete. In sample technology

products, we experience competition in various markets from other companies

providing sample preparation products in kit form and assay solutions. These

competitors include, but are not limited to, companies with a focus on nucleic

acid separation and purification kits, assay solutions, reagents and

instrumentation. We compete with other suppliers through innovative

technologies and products, offering a comprehensive solution for nucleic acid

collection, pre-treatment, separation and purification needs as well as

downstream applications, providing significant advantages in speed, reliability,

accuracy, convenience, reproducibility and ease of use.

Some of our other products within our molecular diagnostics customer class,

such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus

and CMV (cytomegalovirus), compete against existing screening, monitoring

and diagnostic technologies, including tissue culture and antigen-based

diagnostic methodologies. We believe the primary competitive factors in the

market for gene-based probe diagnostics and other screening devices are

clinical validation, performance and reliability, ease of use, standardization,

cost, proprietary position, competitors' market shares, access to distribution

channels, regulatory approvals and reimbursement.

We believe our competitors typically do not have the same comprehensive

approach to sample to insight solutions as we do, nor do they have the ability

to provide the broad range of technologies and depth of products and services

that we offer. Current and potential competitors may be in the process of

seeking FDA or foreign regulatory approvals for their respective products. Our

continued future success will depend in large part on our ability to maintain our

technological advantage over competing products, expand our market

presence and preserve customer loyalty. There can be no assurance that we

will be able to compete effectively in the future or that development by others

will not render our technologies or products non-competitive.

Global Presence by Product Category and Geographic Market

Product Category Information

Net sales for the product categories are attributed based on those revenues

related to sample and assay products and related revenues including

bioinformatics solutions, and revenues derived from instrumentation sales.

Net sales (in millions)	2023	2022	2021
Consumables and related revenues	$1,726.2	$1,888.9	$1,986.3
Instrumentation	239.1	252.6	265.3
Total	$1,965.3	$2,141.5	$2,251.7

Geographical Information

We sell our products in more than 170 countries. The following table shows

total revenue by geographic market for the past three years (net sales are

attributed to countries based on the location of the customer, as certain

subsidiaries have international distribution):

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Net sales (in millions)	2023	2022	2021
United States	$935.3	$909.6	$909.7
Other Americas	84.8	88.1	97.7
Total Americas	1,020.1	997.8	1,007.4
Europe, Middle East and Africa	624.6	733.5	814.4
Asia Pacific, Japan and Rest of World	320.7	410.3	429.9
Total	$1,965.3	$2,141.5	$2,251.7

We have built an increasing presence in key markets as a growth strategy. In

2023, the top six growth markets—China, Brazil, India, South Korea, Mexico

and Türkiye—contributed 12% of net sales. Russia was excluded as a market in

early 2022 following the invasion of Ukraine, and subsequent decision to stop

business activities in Russia and Belarus.

Seasonality

Our business is not significantly impacted by seasonal factors. Historically, a

significant portion of our sales has been to researchers, universities,

government laboratories and private foundations whose funding is dependent

upon grants from government agencies, such as the National Institutes of Health

and similar bodies. To the extent that our customers experience increases,

decreases or delays in funding arrangements and budget approvals, and to the

extent that customers' activities are slowed, such as during times of higher

unemployment, vacation periods or delays in approval of government budgets,

we may experience fluctuations in sales volumes during the year or delays from

one period to the next in the recognition of sales. Additionally, we have

customers who are active in the diagnostics testing market, and sales to these

customers fluctuate to the extent that their activities are impacted by public

health concerns - for example, the timing and severity of viral infections such as

the influenza or SARS-CoV-2 viruses.

Suppliers

We strive to ensure that our quality standards, compliance with laws and

regulations as well as environmental and social standards are maintained

along the entire value chain of suppliers and partners. We demand the same

from our business partners. Suppliers are subjected to a risk analysis with

regard to environmental and social criteria based on their geographic location.

Our supplier policy, which all new suppliers sign, is available on our website

and contains requirements with regard to legal compliance, bribery and

corruption, labor rights, non-discrimination and fair treatment, health and

safety, as well as environmental protection and conservation. In addition, first-

tier suppliers must confirm REACH, RoHS and conflict minerals compliance as

appropriate. As part of our supplier assessment procedures, we evaluate on a

monthly basis the supply performance of our raw material and component

suppliers, and we assess on a continuous basis potential alternative sources of

such materials and components, and on a yearly basis the risks and benefits of

reliance on our existing suppliers.

We buy materials for our products from many suppliers, and are not dependent

on any one supplier or group of suppliers for our business as a whole. Raw

materials generally include chemicals, raw separation media, biologics,

plastics, electronics and packaging. Certain raw materials are produced under

our specifications. We have inventory agreements with the majority of our

suppliers and we closely monitor stock levels to maintain adequate supplies. In

the second half of 2023, while the availability of raw materials improved over

2022, raw material prices continued to increase primarily driven by energy

costs and inflation. We use long-term supply contracts when needed to secure

raw materials and mitigate availability challenges when identified. The overall

increase in energy costs and materials has had a significant adverse impact on

our costs for raw materials, specifically plastics and packaging as well as for

logistics. Long-term supply contracts have helped to limit the risks for shortages

in electronic components, but have still resulted in price increases. We expect

improved availability in 2024 under continued pricing pressure. We strive to

maintain inventories at a sufficient level to ensure reasonable customer service

levels and to guard against normal volatility in availability. These initiatives

help us minimize shortages and pricing pressures.

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Research and Development

We are committed to expanding our global leadership in Sample to Insight

solutions in Molecular Diagnostics and the Life Sciences. We target our

research and development resources at the most promising technologies to

address the unmet needs of our customers in healthcare and research labs in

key geographic markets.

Innovation at QIAGEN follows parallel paths:

•Creating new systems for automation of workflows - platforms for

laboratories, hospitals and other users of novel molecular technologies.

•Expanding our broad portfolio of novel content - including assays to detect

and measure biomarkers for disease or genetic identification.

•Integrating QIAGEN Digital Insights with the testing process - software and

cloud-based resources to interpret and transform raw molecular data into

useful insights.

Innovation in automation systems positions us in fast-growing fields of molecular

testing, and generates ongoing demand for our consumable products. We are

developing and commercializing a deep pipeline of assays for preventive

screening and diagnostic profiling of diseases, detection of biomarkers to guide

Precision Diagnostics in cancer and other diseases, and other molecular

targets. Our assay development program aims to commercialize tests that will

add value to our QIAsymphony, QIAstat-Dx and NeuMoDx automation systems

in the coming years, as well as next-generation sequencing (NGS) kits to

support our universal NGS franchise and our in vitro diagnostics partnership

with Illumina. We continue to develop applications for the QIAcuity digital PCR

system which is designed to make digital PCR technology available to Life

Sciences laboratories worldwide.

Sales and Marketing

We market our products primarily through subsidiaries in markets with the

greatest sales potential in the Americas, Europe, Australia and Asia.

Experienced marketing and sales staff, many of them scientists with academic

degrees in molecular biology or related areas, sell our products and support

our customers. Business managers oversee key accounts to ensure that we serve

customers’ commercial needs, such as procurement processes, financing, data

on costs and the value of our systems, and collaborative relationships. In many

markets, we have specialized independent distributors and importers.

Our marketing strategy focuses on providing differentiated, high-quality

products across the value chain from Sample to Insight, integrating components

into end-to-end solutions when possible, and enhancing relationships with

commitment to technical excellence and customer service. Our omni-channel

approach seeks to engage customers through their preferred channels - online,

by phone, in person, etc. - and to optimize investment in different customer

types.

We continue to drive the growth of our digital marketing channels – including

our website at www.qiagen.com, product-specific sites and social media.

Since the onset of the pandemic there has been an increase in virtual events

and use of digital sales channels. We have likewise increased the activities in

digital marketing to adapt to these market changes, such as installing an in-

house studio to facilitate creation of video content and live virtual events.

Our eCommerce team works with clients to provide automated processes

supporting a variety of electronic transactions and all major eProcurement

systems. Information contained on our website, or accessed through it, is not

part of this Annual Report.

My QIAGEN is an easy-to-use self-service portal that is personalized to our

customers' needs and enables customers to manage different activities in one

central place. Customers can now easily reorder, place bulk orders, apply

quotes to their cart, and then track their order status. Functionality in the

dashboard allows customers to monitor their instrument use and view the status

of licenses and service agreements. Additionally, customers can access our

exclusive content and services, such as webinars, handbooks and other

documents.

Our GeneGlobe Design & Analysis Hub (www.geneglobe.com) is a

valuable outreach to scientists in pharma and academia, enabling researchers

to search and order from approximately 25 million pre-designed and custom

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PCR assay kits, NGS assay panels and other products. The new hub brings

next-level experiment planning, execution and follow-up to life science

researchers, linking our QIAGEN Digital Insights solutions with ordering of

assays to accelerate research.

We use a range of tools to provide customers with direct access to technical

support, inform them of new product offerings, and enhance our reputation for

technical excellence, high-quality products and commitment to service. For

example, our technical service hotline allows existing or potential customers to

discuss a wide range of questions about our products and molecular biology

procedures, online or via phone, with Ph.D. and M.Sc. scientists at QIAGEN.

Frequent communication with customers enables us to identify market needs,

learn of new developments and opportunities, and respond with new products.

We also distribute publications, including our catalog, to existing and potential

customers worldwide, providing new product information, updates, and articles

about existing and new applications. In addition, we hold numerous scientific

seminars at clinical, academic and industrial research institutes worldwide and

at major scientific and clinical meetings. We conduct direct marketing

campaigns to announce new products and special promotions, and we offer

personalized electronic newsletters and webinars highlighting molecular

biology applications.

For laboratories that frequently rely on our consumables, the QIAstock program

maintains inventory on-site to keep up with their requirements. QIAGEN

representatives make regular visits to replenish the stock and help with other

needs, and we are automating this process with digital technologies. Easy-to-

use digital ordering, inventory monitoring and customer-driven changes make

QIAstock an efficient system for providing ready access to our products for the

hundreds of customers worldwide who use this program.

Intellectual Property, Proprietary Rights and Licenses

We have made and expect to continue to make investments in intellectual

property. In 2023, additions to our intangible assets outside of business

combinations totaled $11.1 million and as of December 31, 2023, patent and

license rights, net totaled $75.6 million. While we do not depend solely on any

individual patent or technology, we are significantly dependent in the

aggregate on technology that we own or license. Therefore, we consider

protection of proprietary technologies and products one of the major keys to

our business success. We rely on a combination of patents, licenses and

trademarks to establish and protect proprietary rights. As of December 31,

2023, we owned 303 issued patents in the United States, 251 issued patents

in Germany and 1,716 issued patents in other major industrialized countries.

We had 360 pending patent applications. Our policy is to file patent

applications in Western Europe, the United States and Japan. Patents in most

countries have a term of 20 years from the date of filing the patent application.

We intend to aggressively prosecute and enforce patents and to otherwise

protect our proprietary technologies. We also rely on trade secrets, know-how,

continuing technological innovation and licensing opportunities to develop and

maintain our competitive position.

Our practice is to require employees, consultants, outside scientific

collaborators, sponsored researchers and other advisers to execute

confidentiality agreements upon commencement of their relationships with us.

These agreements provide that all confidential information developed by or

made known to the individual during the course of the relationship is to be kept

confidential and not disclosed to third parties, subject to a right to publish

certain information in scientific literature in certain circumstances and to other

specific exceptions. In the case of our employees, the agreements provide that

all inventions conceived by individuals in the course of their employment will be

our exclusive property, subject to local laws.

See Risk Factors included in Risks and Risk Management for details regarding

risks related to our reliance on patents and proprietary rights.

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Description of Property

Our primary production and manufacturing facilities for consumable products

are located in Germany, the United States, Spain and China. Our facilities for

software development are located in the United States, Germany, Poland,

Denmark and Romania. In recent years, we have made investments in

automated and interchangeable production equipment to increase our

production capacity and improve efficiency. Our production and manufacturing

operations are highly integrated and benefit from sophisticated inventory

control. Production management personnel are highly qualified, and many

have advanced degrees in engineering, business and science. We also have

installed and continue to expand production-planning systems that are included

in our integrated information and control system based on the SAP R/3

business software package from SAP SE. Worldwide, we use SAP R/3 software

to integrate most of our operating subsidiaries and are currently undergoing a

multi-year implementation of S/4HANA. Capital expenditures for property,

plant and equipment totaled $149.7 million, $129.2 million and $189.9

million for 2023, 2022 and 2021, respectively.

We have an established quality system, including standard manufacturing and

documentation procedures, intended to ensure that products are produced and

tested in accordance with the FDA's Quality System Regulations, which impose

current Good Manufacturing Practice (cGMP) requirements. For facilities that

accommodate cGMP production, special areas were built and these facilities

operate in accordance with cGMP requirements.

The consumable products manufactured at QIAGEN GmbH in Germany, and

QIAGEN Sciences LLC in Maryland, are produced under ISO

9001: 2015, ISO 13485:2016, MDSAP. Our certifications form part of our

ongoing commitment to provide our customers with high-quality, state-of-the-

art sample and assay technologies under our Total Quality Management

system.

Our corporate headquarters are located in Venlo, The Netherlands. The below

table summarizes our largest facilities. Other subsidiaries throughout the world

lease smaller amounts of space.

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Facility location	Country	Purpose	Owned or leased	Square feet
Hilden	Germany	Manufacturing, warehousing, distribution, research and development and administration	Owned	986,000
Germantown, Maryland	U.S.	Manufacturing, warehousing, distribution and administration	Owned	285,000
Ann Arbor, Michigan	U.S.	Service Solutions, manufacturing, warehousing, distribution and administration	Leased	109,000
Shenzhen	China	Development, manufacturing, warehousing, distribution and administration	Leased	107,200
Manchester	U.K.	Development and Service Solutions	Leased	96,300
Frederick, Maryland	U.S.	Development, Service Solutions, manufacturing, warehousing and distribution	Leased	76,500
Wroclaw	Poland	Business service center	Leased	65,100
Beverly, Massachusetts	U.S.	Enzyme manufacturing	Leased	44,000
Barcelona	Spain	Development, manufacturing, warehousing, distribution, and administration	Leased	31,900
Manila	Philippines	Business service center	Leased	29,300
Shanghai	China	Service Solutions and administration	Leased	28,400
Gdańsk	Poland	Enzyme manufacturing, development, warehousing and administration	Leased	27,100
Germantown, Maryland	U.S.	Service Solutions and training center	Leased	13,500
Redwood City, California	U.S.	Bioinformatics	Leased	12,700
Gdynia	Poland	Enzyme manufacturing, development and warehousing	Leased	11,200

Each of our owned facilities in Hilden, Germany and Germantown, Maryland,

has capacity for future expansion of up to 300,000 square feet of facility

space. In 2023, we invested in our Hilden, Germany site to add an emergency

power supply and renewable heating systems in order to reduce our

dependency on carbon energy sources and to reduce our carbon emissions.

We believe our existing production and distribution facilities can support

anticipated production needs for the next 36 months. Our production and

manufacturing operations are subject to various federal, state, and local laws

and regulations including environmental regulations. We do not believe we

have any material issues relating to these laws and regulations.

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Operating and Financial Review

This section contains a number of forward-looking statements. These statements

are based on current management expectations, and actual results may differ

materially. Among the factors that could cause actual results to differ from

management’s expectations are those described in Risk Factors and Note

Regarding Forward-looking Statements and Risk Factors in this Annual Report.

The discussion that follows focuses on 2023 with comparisons to 2022. For

discussion of the year ended December 31, 2022, compared to 2021, refer to

our December 31, 2022 Annual Report.

Operating Results

Overview

Net sales growth continued in 2023 in the non-COVID product portfolio amid a

challenging macro-environment and total 2023 net sales of $2.0 billion reflect

the advancement of our strategy of "Focus and Balance" on areas offering the

highest growth potential. Focus involves our Five Pillars of Growth strategy to

make significant investments in the commercialization and development of (1)

Sample technologies, (2) QuantiFERON, (3) QIAcuity, (4) NeuMoDx and (5)

QIAcuity. Balance involves developing our portfolio to address more than

500,000 customers across the Life Sciences and Molecular Diagnostics, as well

as to build out our global presence in markets around the world offering growth

potential.

We made solid progress in driving growth of our consumables business, which

accounts for over 85% of our sales, while expanding our installed instrument

base.

Financial highlights of 2023 include:

•While net sales from our non-COVID product portfolio grew 8% in 2023,

total net sales declined 8% over the year-ago period, reflecting a 66%

decline in net sales from COVID-19 products.

•The operating income margin in 2023 was 20.9% of sales compared to

24.8% in 2022, reflecting lower sales contributions as well as higher

expenses from recent production capacity expansion projects, investments in

research and development include BLIRT S.A. and Verogen, Inc. which we

acquired in May 2022 and January 2023, respectively.

•Net cash provided by operating activities declined 36% to $459 million in

2023 from $715 million in 2022. Results in 2023 reflected the reduced net

income compared with 2022 results, as well as higher working capital

requirements, in particular an increase in inventories to ensure product

availability.

We continue to invest to support internal growth with a high level of investment

into research and development for menu expansion of our key platforms as well

as our IT infrastructure. Additionally, in January 2024, we completed a

synthetic share repurchase that combined a direct capital repayment to

shareholders with a reverse stock split. This approach is designed to return cash

to shareholders in a more efficient way than through a traditional open-market

repurchase program.

In January 2023, we acquired Verogen, Inc., a leader in the use of next-

generation sequencing (NGS) technologies to drive the future of human

identification (HID) and forensic investigation. Verogen, a privately held

company founded in 2017 based in San Diego, California, supports the global

human identification community with NGS tools and professional services to

help resolve criminal and missing-persons cases. In May 2022, we acquired

BLIRT S.A., a supplier of standardized and customized solutions for proteins

and enzymes as well as molecular biology reagents located in Gdańsk,

Poland.These acquisitions were not significant to the overall consolidated

financial statements.

As of April 1, 2022, the results of our subsidiary in Türkiye are reported under

highly inflationary accounting, as the prior three-years cumulative inflation rate

exceeded 100%.

Foreign Currencies

The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional

currency of most of our subsidiaries are the local currencies of the countries in

which they are headquartered. All amounts in the financial statements of entities

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whose functional currency is not the U.S. dollar are translated into U.S. dollar

equivalents at exchange rates as follows: (1) assets and liabilities at period-end

rates, (2) income statement accounts at average exchange rates for the period,

and (3) components of equity at historical rates. Translation gains or losses are

recorded in equity, and transaction gains and losses are reflected in net

income.

Year Ended December 31, 2023, Compared to 2022

Net Sales

(in millions)	2023		2022
Product type	Net sales	% of net sales	Net sales	% of net sales	% change
Consumables and related revenues	$1,726.2	88%	$1,888.9	88%	-9%
Instruments	239.1	12%	252.6	12%	-5%
Net sales	$1,965.3		$2,141.5		-8%
Customer class
Molecular Diagnostics	$1,035.5	53%	$1,126.2	53%	-8%
Life Sciences	929.8	47%	1,015.3	47%	-8%
Net sales	$1,965.3		$2,141.5		-8%

(in millions)	2023		2022
Product group	Net sales	% of net sales	Net sales	% of net sales	% change
Sample technologies	$663.0	34%	$796.9	37%	-17%
Diagnostic solutions	697.6	35%	660.9	31%	+6%
PCR / Nucleic acid amplification	300.2	15%	390.8	18%	-23%
Genomics / NGS	238.9	12%	224.8	10%	+6%
Other	65.6	3%	68.1	3%	-4%
Net sales	$1,965.3		$2,141.5		-8%

Sample technologies involve the sale of consumables kits and instruments

for use in obtaining DNA, RNA and proteins from biological samples. Overall

sales in this product group declined 17% in 2023 to $663.0 million, due to

significant drop-off in the pandemic testing demand. Growth in Non-COVID

product sales were supported by higher sales of consumables that more than

offset the decline in instruments. Sales results for 2023 were adversely

impacted by approximately one percentage point of currency movements over

the prior year.

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Diagnostic Solutions involve the sale of regulated consumables kits and

instruments for use in clinical healthcare, as well as revenues from our Precision

Diagnostics portfolio and companion diagnostic co-development projects with

pharmaceutical companies. Sales in this product group grew 6% to $697.6

million in 2023. The QuantiFERON-TB test for tuberculosis detection maintained

a solid pace with 24% growth in 2023 and QIAstat-DX sales rose, supported

by an ongoing high level of placements. NeuMoDx sales were down compared

to the significant COVID-19 sales in 2022, but exceeded the annual sales goal

in 2023. Sales in the rest of this product group declined, mainly due to lower

sales of COVID-19 products.

PCR / Nucleic Acid Amplification involves consumables kits and

instruments used in non-regulated applications. Sales in this product group fell

23% to $300.2 million due to a sharp decline in COVID product group

demand, as well as the drop-off in sales of OEM products. The QIAcuity digital

PCR system delivered solid growth in 2023 over 2022 results, driven by

increasing consumables pull through and new placements especially to

biopharma customers.

Genomics / NGS involves our portfolio of universal solutions for use on any

next-generation sequencer (NGS) as well as the QIAGEN Digital Insights

bioinformatics business and other products used in genomics analysis

workflows. Sales in this product group rose 6% to $238.9 million in 2023

driven by business expansion in the bioinformatics business and the portfolios

of universal NGS solutions for use with various third-party NGS systems.

Geographic region (in millions)	2023	2022	% change
Americas	$1,020.1	$997.8	+2%
Europe, Middle East and Africa	624.6	733.5	-15%
Asia Pacific, Japan and Rest of World	320.7	410.3	-22%
Net sales	$1,965.3	$2,141.5	-8%

The Americas region led the performance among our three regions, with

overall results reflecting the COVID-19 product contributions in 2022. Higher

sales were seen in the U.S. and Mexico, against lower results in Canada over

the prior year. Sales in this region were not materially affected by currency

movements.

The Europe, Middle East and Africa (EMEA) region's results were also

affected by the decline in COVID-19 sales, partially offset by one percentage

point of favorable currency movements against the U.S. dollar. Among the top-

performing countries in 2023 were Spain, France and the United Kingdom.

The Asia Pacific, Japan and Rest of World region saw an overall sales

decline in 2023 over the prior year. Sales in this region were adversely

impacted by three percentage points from unfavorable currency movements

against the U.S. dollar.

Gross Profit

(in millions)	2023	2022	% change
Gross profit	$1,233.7	$1,384.6	-11%
Gross margin	62.8%	64.7%

The gross margin in 2023 primarily reflects changes in individual product sales

and mix. Generally, our consumables and related products have a higher gross

margin than our instrumentation products and service arrangements.

Fluctuations in the sales levels between periods can cause changes in gross

profit between periods. In 2023, gross margin decreased in line with the

significant decline in the overall sales level, which was mainly due to the sharp

reduction in COVID-19 product group revenues. The gross margin in 2023 also

includes costs for higher material and logistics costs over the year-ago periods.

The amortization expense on acquisition-related intangibles within cost of sales

increased to $64.2 million in 2023 compared to $60.5 million in 2022 and

includes amortization related to Verogen acquired in January 2023. Our

acquisition-related intangible amortization will increase in the event of future

acquisitions.

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Operating Expenses

(in millions)	2023		2022
	Expenses	% of net sales	Expenses	% of net sales	% change
Sales and marketing	$459.9	23.4%	$474.2	22.1%	-3%
Research and development	198.5	10.1%	189.9	8.9%	+5%
General and administrative	119.3	6.1%	129.7	6.1%	-8%
Acquisition-related intangible amortization	10.8	0.5%	14.5	0.7%	-26%
Restructuring, acquisition, integration and other, net	35.3	1.8%	44.8	2.1%	-21.1%
Total operating expenses	$823.8	41.9%	$853.1	39.8%
Income from operations	$409.9	20.9%	$531.5	24.8%

Sales and Marketing

Sales and marketing expenses declined 3% to $459.9 million over 2022, and

rose to 23.4% of sales from 22.1% in 2022. The overall decrease in sales and

marketing expenses primarily reflects lower freight and other supply chain

costs. Sales and marketing expenses are primarily associated with personnel,

commissions, advertising, trade shows, publications, freight and logistics

expenses, and other promotional expenses. The increased use of digital

customer engagement continues to build on the new habits of customers and

enhance customer engagement with a focus on greater efficiency and

effectiveness.

Research and Development

Research and development expenses increased 5% to $198.5 million in 2023

compared to 2022 and rose to 10.1% of sales from 8.9% in 2022. Results for

2023 included $2.6 million of unfavorable currency exchange movements.

Research and development expense reflects our continued focus on our Five

Pillars of Growth, including investments in NeuMoDx, QIAstat-Dx and QIAcuity.

These investments are targeting new applications within our Five Pillars of

Growth to drive sustainable post-pandemic expansion. As we continue to

discover, develop and acquire new products and technologies, we expect to

incur additional expenses related to facilities, licenses and employees engaged

in research and development. Overall, research and development costs are

expected to increase as a result of seeking regulatory approvals, including U.S.

FDA Pre-Market Approval (PMA), U.S. FDA 510(k) clearance and EU CE

approval of certain assays or instruments. Further, business combinations, along

with the acquisition of new technologies, may increase our research and

development costs in the future. We have a strong commitment to innovation

and expect to continue to make investments in our research and development

efforts.

General and Administrative

General and administrative expenses declined 8% to $119.3 million in 2023

and remained unchanged to 6.1% of sales compared in 2022. These results

reflect lower share-based compensation expense together with efficiency gains

across many administrative functions partially offset by investments into our

information technology systems (including an upgrade of the SAP enterprise

resource planning system) and into cyber security measures. Results for 2023

included $1.0 million of unfavorable currency exchange movements. We

expect future costs to increase due to higher licensing and information

technology costs as well as increased cyber security costs.

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Acquisition-Related Intangible Amortization

Amortization expense on acquisition-related intangibles within operating

expense declined 26% to $10.8 million from $14.5 million in 2022. The

decrease reflects the full amortization of certain previously acquired assets.

Amortization expense related to developed technology and patent and license

rights acquired in business combinations are included in cost of sales.

Amortization of trademarks and customer base acquired in business

combinations are recorded in operating expense under the caption

“acquisition-related intangible amortization.” Amortization expenses of

intangible assets not acquired in business combinations are recorded within

cost of sales, research and development, or sales and marketing line items

based on the use of the asset. Our acquisition-related intangible amortization

recorded in operating expenses will increase in the event of future acquisitions.

Restructuring, Acquisition, Integration and Other, net

Restructuring, acquisition, integration and other, net expenses decreased to

$35.3 million in 2023, or 1.8% of sales, from $44.8 million, or 2.1% of sales,

in 2022. Expenses incurred in 2023 included charges related to the 2022

restructuring program, as discussed further in Note 6 "Restructuring," as well as

costs related to our acquisition of Verogen, Inc. in January 2023. Expenses

incurred in 2022 included costs related to our BLIRT S.A. acquisition in May

2022 and impairments and charges related to our decision to suspend business

in Russia, Ukraine and Belarus in the first quarter of 2022 as well as

impairments to intangible assets of $12.8 million an impairments related to

Ellume, as further discussed in Note 11 "Goodwill and Intangible Assets."

Additionally in 2022, we incurred $4.6 million of charges related to the 2022

restructuring program.

Other Income (Expense), net

(in millions)	2023	2022	% change
Interest income	$79.0	$32.8	+141%
Interest expense	(53.4)	(58.4)	-8%
Other (expense) income, net	(5.7)	6.7	-185%
Total other income (expense), net	$19.9	($18.9)	-205%

Interest income includes interest earned on cash, cash equivalents and short-

term investments, income related to certain interest rate derivatives as discussed

in Note 14 "Derivatives and Hedging" and other components including the

interest portion of operating lease transactions. The increase in 2023

compared to the prior year was due to increasing interest rates and the

duration and level of short-term investments held during the period.

Interest expense primarily relates to debt, as discussed in Note 16 "Debt" in the

accompanying notes to consolidated financial statements. The decrease in

2023 compared to 2022 is driven by the repayment of the 2023 Notes that

matured in September 2023 totaling $400.0 million partially offset by the

issuance of German private placement bonds in July and August 2022 totaling

€370.0 million.

Other (expense) income, net was $5.7 million of expense for the year ended

December 31, 2023. Other expense included a loss of $5.8 million on foreign

currency transactions and $4.2 million of impairments in non-marketable

investments not accounted for under the equity method, partially offset by $4.2

million of income from equity method investments.

Other (expense) income, net was $6.7 million of income for the year ended

December 31, 2022. Other income included $3.8 million of income from

equity method investments and a gain of $2.7 million on foreign currency

transactions.

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Income Tax Expense

(in millions)	2023	2022	% change
Income before income taxes	$429.8	$512.6	-16%
Income tax expense	88.5	89.4	-1%
Net income	$341.3	$423.2
Effective tax rate	20.6%	17.4%

In 2023, our effective tax rate was 20.6% compared to 17.4% in 2022. Our

effective tax rate differs from the Netherlands statutory tax rate of 25.8% due in

part to our operating subsidiaries being exposed to statutory tax rates ranging

from zero to 35%. Fluctuations in the distribution of pre-tax income or loss

among our operating subsidiaries can lead to fluctuations of the effective tax

rate in the consolidated financial statements. We record partial tax exemptions

on foreign income primarily derived from operations in Germany. These foreign

tax benefits are due to a combination of favorable tax laws and exemptions in

these jurisdictions, including intercompany foreign royalty income in Germany

which is statutorily exempt from trade tax. Further, we have intercompany

financing arrangements in which the intercompany income is nontaxable in

Dubai. The effective tax rate in 2022 reflects the release of uncertain tax

positions following the conclusion of tax audits covering the 2014 to 2016

years in the second quarter of 2022. See Note 17 "Income Taxes" to the

consolidated financial statements for a full reconciliation of the Netherlands'

statutory income tax rate to the effective tax rate.

In future periods, our effective tax rate may fluctuate due to similar or other

factors as discussed in “Changes in tax laws or their application or the

termination or reduction of certain government tax incentives, could adversely

impact our overall effective tax rate, results of operations or financial flexibility”

in Risk Factors.

Liquidity and Capital Resources

To date, we have funded our business through internally generated funds, debt,

as well as private and public sales of equity. Our primary use of cash has been

to strengthen our business operations, while our investing activities have

focused on capital expenditure requirements and acquisitions.

(in millions)	2023	2022
Cash and cash equivalents	$668.1	$730.7
Short-term investments	389.7	687.6
Total cash and cash equivalents and short-term investments	$1,057.8	$1,418.3
Working capital	$1,068.3	$1,419.4

Cash and cash equivalents are primarily held in U.S. dollars and euros, other

than those cash balances maintained in the local currency of subsidiaries to

meet local working capital needs. At December 31, 2023, cash and cash

equivalents had decreased by $62.6 million from December 31, 2022,

primarily as a result of cash used in financing activities of $433.8 million and

cash used in investing activities of $87.7 million, partially offset by cash

provided by operating activities of $459.5 million as discussed in the Cash

Flow Summary below. The decrease in short-term investments at December 31,

2023, is the result of our active cash management. The overall lower cash and

cash equivalent balance together with a higher current portion of long-term

debt led to the decrease of working capital at December 31, 2023.

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Cash Flow Summary

(in millions)	2023	2022
Net cash provided by operating activities	$459.5	$715.3
Net cash used in investing activities	(87.7)	(726.8)
Net cash used in financing activities	(433.8)	(125.8)
Effect of exchange rate changes on cash and cash equivalents	(0.6)	(12.5)
Net decrease in cash and cash equivalents	($62.6)	($149.8)

Operating Activities

For the year ended December 31, 2023, we generated net cash from

operating activities of $459.5 million compared to $715.3 million in 2022.

While net income was $341.3 million in 2023, non-cash components in

income included $205.3 million of depreciation and amortization, $47.1

million of share-based compensation and $30.2 million of amortization of debt

discount and issuance costs. Cash flow impacts from changes in operating

assets and liabilities primarily reflect increased inventories to support customer

demand trends in light of global supply chain tensions. Given that we rely

heavily on cash generated from our operating activities to fund our business, a

decrease in demand for our products, longer collection cycles or significant

technology advances by competitors could have a negative impact on our

liquidity.

Investing Activities

Approximately $87.7 million of cash was used in investing activities in 2023

compared to $726.8 million in 2022. Investing activities during 2023

consisted principally of $1.0 billion for purchases of short-term investments,

$149.7 million in cash paid for purchases of property and equipment, $149.5

million of net cash paid for the acquisition of Verogen, Inc., $66.6 million paid

to our derivative counterparties to collateralize our derivative liabilities with

them as discussed in Note 14 "Derivatives and Hedging," and $13.1 million

paid for intangible assets. This was partially offset by cash inflows of $1.3

billion from the redemption of short-term investments.

Cash used in investing activities during 2022 consisted principally of $1.4

billion for purchases of short-term investments, $129.2 million for purchases of

property, plant and equipment, $63.7 million of net cash paid for the

acquisition of BLIRT S.A., $20.1 million paid for intangible assets and $9.9

million returned to us from our derivative counterparties with cash provided to

them to collateralize our derivative liabilities with them. This was partially offset

by cash inflows of $883.1 million from the redemption of short-term

investments.

Financing Activities

For the year ended December 31, 2023, cash used in financing activities was

$433.8 million compared to $125.8 million in 2022. Financing activities

during 2023 included $400.0 million for the repayment of long-term debt,

$17.7 million paid in connection with net share settlement for tax withholding

related to the vesting of stock awards, and $16.3 million paid to our derivative

counterparties to collateralize derivative assets that we hold with them.

In 2022, cash used in financing activities totaled $125.8 million and consisted

of $480.0 million for the repayment of long-term debt, $25.4 million paid in

connection with net share settlement for tax withholding related to the vesting of

stock awards, and $4.6 million in cash paid for contingent consideration. This

was partially offset by proceeds of $371.5 million from the issuance of long-

term debt and $12.6 million received from our derivative counterparties to

collateralize derivative assets that we hold with them.

Other Factors Affecting Liquidity and Capital Resources

As of December 31, 2023, we carry $1.5 billion of long-term debt, of which

$0.6 billion is current and $0.9 billion is long-term.

In July and August 2022, we completed a German private placement bond

(2022 Schuldschein), which was issued in various tranches totaling €370.0

million ($371.5 million) due in various periods through 2035 as described

more fully in Note 16 "Debt." The interest rate is linked to our ESG

performance. As of December 31, 2023, a total of $408.0 million is

outstanding.

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In December 2020, we issued $500.0 million aggregate principal amount of

zero coupon Convertible Notes due in 2027 (2027 Notes). The 2027 Notes

will mature on December 17, 2027, unless converted in accordance with their

terms prior to such date as described more fully in Note 16 "Debt."

In November 2018, we issued $500.0 million aggregate principal amount of

Cash Convertible Senior Notes due in 2024 (2024 Notes). Interest on the

2024 Notes is payable semiannually in arrears at a rate of 1.000% per

annum. The 2024 Notes will mature on November 13, 2024, unless

repurchased or converted in accordance with their terms prior to such date.

In September 2017, we issued $400.0 million aggregate principal amount of

Cash Convertible Senior Notes due in 2023 (2023 Notes) which were due and

repaid in September 2023.

In 2017, we completed a German private placement (2017 Schuldschein)

consisting of various tranches denominated in U.S. dollars or euros at either

floating or fixed rates, and due at various dates through June 2027. As of

December 31, 2023, a total of $121.0 million is outstanding.

In December 2020, we obtained a €400 million syndicated revolving credit

facility with a contractual life of three years, and with the ability to be extended

twice by a one-year period. No amounts were utilized during 2023. The facility

can be utilized in euros and bears interest of 0.550% to 1.500% above

EURIBOR, and is offered with interest periods of one, three or six months. The

interest rate is linked to our ESG performance. We have additional credit lines

totaling €13.0 million with no expiration date. None of these credit lines were

utilized in 2023.

We have lease obligations, including interest, in the aggregate amount of

$109.9 million, of which $25.1 million was current as of December 31, 2023.

We also have purchase obligations of $98.8 million and license commitments

of $7.2 million. In connection with certain acquisitions that we have completed,

QIAGEN could be required to make additional contingent cash payments of up

to $20.7 million based on the achievement of certain revenue and operating

results milestones. These obligations are further discussed in Note 12 "Leases"

and Note 20 "Commitments and Contingencies" in the consolidated financial

statements.

Liabilities associated with uncertain tax positions, including interest and

penalties, were estimated at $98.9 million as of December 31, 2023. Ultimate

settlement of these liabilities is dependent on factors outside of our control, such

as examinations by the respective taxing authorities and expiration of statutes

of limitation for assessment of additional taxes. Therefore, we cannot

reasonably estimate when, if ever, this amount will be paid.

In January 2024, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. The transaction was

announced on January 7, 2024, and involved an approach used by various

large, multinational Dutch companies to provide returns to all shareholders in a

faster and more efficient manner than traditional open-market repurchases.

$295.2 million was returned to shareholders through the transaction, which

reduced the total number of issued Common Shares by approximately 3% to

223.9 million (of which 2.5 million are held in Treasury Shares) as of January

31, 2024.

We did not use special purpose entities and did not have any off-balance sheet

financing arrangements during the years ended December 31, 2023, 2022

and 2021.

We expect that cash from financing activities will continue to be impacted by

issuances of our common shares in connection with our equity compensation

plans, and that the market performance of our shares will impact the timing and

volume of the issuances. Additionally, we may make future acquisitions or

investments requiring cash payments, the issuance of additional debt or equity

financing.

We believe that funds from operations, existing cash and cash equivalents,

together with the proceeds from any public and private sales of equity, and

availability of financing facilities, would be sufficient to fund our planned

operations and expansion in the coming year. However, any global economic

downturn may have a greater impact on our business than currently expected,

and we may experience a decrease in the sales of our products, which could

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impact our ability to generate cash. If our future cash flows from operations and

other capital resources are not adequate to fund our liquidity needs, we may be

required to obtain additional debt or equity financing or to reduce or delay our

capital expenditures, acquisitions or research and development projects. If we

could not obtain financing on a timely basis or at satisfactory terms, or

implement timely reductions in our expenditures, our business could be

adversely affected.

Policy on Dividend Distribution

We have not paid any dividends on our Shares since our inception and do not

intend to pay any dividends in the foreseeable future. We intend to retain our

earnings, if any, for the development of our business. In January 2017 and

January 2024 we completed synthetic share repurchases that combined direct

capital repayments with reverse stock splits.

Credit Rating

We currently do not have a rating issued by any credit rating agency.

Critical Accounting Estimates

The preparation of our financial statements in accordance with accounting

principles generally accepted in the United States requires management to

make assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies as of the date of the financial statements, as well as

the reported amounts of revenues and expenses during the reporting period.

Critical accounting estimates are those that require the most complex or

subjective judgments, often as a result of the need to make estimates about the

effects of matters that are inherently uncertain. Thus, to the extent that actual

events differ from management’s estimates and assumptions, there could be a

material impact to the financial statements. In applying our critical accounting

estimates, at times we used accounting estimates that either required us to make

assumptions about matters that were highly uncertain at the time the estimate

was made, or it is reasonably likely that changes in the accounting estimate

may occur from period to period that would have a material impact on the

presentation of our results of operations, financial position or cash flows. Our

critical accounting estimates are those related to income taxes, share-based

compensation, acquisitions, amortized intangible assets, and fair value

measurements.

Income Taxes

Calculation of our tax provision is complex due to our international operations

and the multiple taxing jurisdictions in which we operate. Some of our deferred

tax assets relate to net operating losses (NOL). The utilization of NOLs is not

assured and is dependent on generating sufficient taxable income in the future.

To the extent that our estimates of future taxable income are insufficient to

utilize all available NOLs, a valuation allowance will be recorded in the

provision for income taxes in the period the determination is made, and the

deferred tax assets will be reduced by this amount, which could be material. In

the event that actual circumstances differ from management’s estimates, or to

the extent that these estimates are adjusted in the future, any changes to the

valuation allowance could materially impact our financial position and results of

operations.

The calculation of our tax liabilities involves dealing with uncertainties in the

application of complex tax laws and regulations in many jurisdictions across

our global operations. ASC 740 states that a tax benefit from an uncertain tax

position may be recognized when it is more likely than not that the position will

be sustained upon examination, including resolutions of any related appeals or

litigation processes on the basis of technical merits. We record unrecognized

tax positions in accordance with ASC 740 and adjust these liabilities when our

judgment changes as a result of the evaluation of new information not

previously available. Because of the complexity of some of these uncertainties,

the ultimate resolution may result in a payment that is materially different from

our current estimate of the unrecognized tax liabilities. These differences will be

reflected as increases or decreases to income tax expense in the period in

which the new information is available.

Share-Based Compensation

Our stock plan allows for the granting of stock rights, incentive stock options, as

well as for non-qualified options, stock grants and stock-based awards. We

grant performance-based stock units subject to performance periods of three

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years. Thus, the estimates of performance achieved during the performance

period may be subject to significant changes from period to period as the

performance is completed. Any increase or decrease in share-based

compensation expense resulting from an adjustment in the estimated shares to

be released is treated as a cumulative catch-up in the period of adjustment. If

any of the assumptions or estimates used change significantly, share-based

compensation expense may differ materially from what we have recorded in

the current period.

Acquisitions

We frequently enter into business combinations and must determine whether an

acquired entity is considered to be a business or an asset or group of assets. A

portion of the purchase price can only be allocated to goodwill in a business

combination. Transaction costs are expensed in a business combination, yet

capitalized in an asset acquisition. Contingent payments and in-process

research and development costs are also handled differently. A set of assets is

not a business if substantially all of the fair value of the acquired gross assets is

concentrated in a single asset or group of similar identifiable assets. In

determining whether an acquired entity is considered to be a business or a set

of assets, application of the "substantially all" threshold requires judgment.

The purchase price allocation for acquisitions of a business requires extensive

use of accounting estimates and judgments to allocate the purchase price to the

identifiable tangible and intangible assets acquired, including in-process

research and development, and liabilities assumed based on their respective

fair values. An acquisition may include contingent consideration as part of the

purchase price. Contingent consideration is accounted for at fair value at the

acquisition date, with subsequent changes to the fair value being recognized in

earnings.

We have made several acquisitions of businesses in recent years. The purchase

prices for the acquisitions were allocated to tangible and intangible assets

acquired and liabilities assumed based on their estimated fair values at the

acquisition dates. In most acquisitions, we engage an independent third-party

valuation firm to assist us in determining the estimated fair values of acquired

in-process research and development and identifiable intangible assets. Such a

valuation requires significant estimates and assumptions, including but not

limited to determining the timing and estimated costs to complete the in-process

projects, projecting regulatory approvals, estimating projected revenue and

related growth rates, estimating future cash flows, estimating customer attrition

rates, and developing appropriate discount rates. We believe the estimated fair

values of contingent consideration and assets acquired and liabilities assumed

are based on reasonable assumptions. However, the fair value estimates for the

purchase price allocations may change during the allowable allocation period,

which is up to one year from the acquisition dates, if additional information

becomes available.

Amortized Intangible Assets

We assess amortized intangible assets at least annually, as of October 1st of

each year, for indications of impairment and immediately upon an indicator of

possible impairment. Intangibles are assessed for recoverability considering the

contract life, where applicable, and the period of time over which the

intangible will contribute to future cash flow. The unamortized cost of intangible

assets, where cash flows are independent and identifiable from other assets, is

evaluated periodically and adjusted, if necessary, if events and circumstances

indicate that a decline in value below the carrying amount has occurred. Due to

the numerous variables associated with our judgments and assumptions, and

the effects of changes in circumstances affecting the valuation, both the

precision and reliability of the resulting estimates are subject to uncertainty. As

additional information becomes known, we may change our estimates.

Fair Value Measurements 

We have categorized our assets and liabilities that are measured at fair value,

based on the priority of the inputs to the valuation techniques, in a three-level

fair value hierarchy: Level 1 - using quoted prices in active markets for identical

assets or liabilities; Level 2 - using observable inputs other than quoted prices;

and Level 3 – using unobservable inputs. We primarily apply the market

approach for recurring fair value measurements, maximize our use of

observable inputs and minimize our use of unobservable inputs. We utilize the

mid-point price between bid and ask prices for valuing the majority of our

assets and liabilities measured and reported at fair value. In addition to using

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market data, we make assumptions in valuing assets and liabilities, including

assumptions about risk and the risks inherent in the inputs to the valuation

technique.

Certain of our derivative instruments, which are classified in Level 2 of the fair

value hierarchy, are valued using industry-standard models that consider

various inputs, including time value, volatility factors, and current market and

contractual prices for the underlying instruments, as well as other relevant

economic measures. Substantially all of these inputs are observable in the

marketplace throughout the full term of the instrument, can be derived from

observable data, or are supported by observable prices at which transactions

are executed in the marketplace.

Certain of our acquisitions involve contingent consideration, the payment of

which is contingent on the occurrence of future events. Contingent consideration

is classified in Level 3 of the fair value hierarchy and is initially recognized at

fair value as a cost of the acquisition. After the acquisition, the contingent

consideration liability is remeasured each reporting period. The fair value of

contingent consideration is measured predominantly on unobservable inputs

such as assumptions about the likelihood of achieving specified milestone

criteria, projections of future financial performance, assumed discount rates,

and assumed weightings applied to potential scenarios in deriving a

probability weighted fair value. Significant judgment is used in developing

these estimates and assumptions both at the acquisition date and in subsequent

periods. If actual events differ from management's estimates, or to the extent

these estimates are adjusted in the future, our financial position or results of

operations could be affected in the period of any change.

Additionally, our Level 3 instruments include non-marketable equity security

investments. Under the measurement alternative, the carrying value is measured

at cost, less any impairment, plus or minus changes resulting from observable

price changes in orderly transactions for identical or similar investments of the

same issuer. Adjustments are determined primarily based on a market

approach as of the transaction date.

For other fair value measurements, we generally use an income approach to

measure fair value when there is not a market observable price for an identical

or similar asset or liability. This approach utilizes management’s best

assumptions regarding expectations of projected cash flows, and discounts the

expected cash flows using a commensurate risk-adjusted discount rate. 

The above listing is not intended to be a comprehensive list of all our

accounting policies. In many cases, the accounting treatment of a particular

transaction is specifically dictated by generally accepted accounting principles

in the United States, with limited or no need for management’s judgment. There

are also areas in which management’s judgment in selecting available

alternatives may or may not produce a materially different result. See our

audited consolidated financial statements and notes thereto in this Annual

Report, containing a description of accounting policies and other disclosures

required by generally accepted accounting principles in the United States.

Legal Proceedings

While no assurances can be given regarding the outcome of any proceedings,

based on information currently available, we believe that the resolution of these

matters is unlikely to have a material adverse effect on our financial position or

results of future operations for QIAGEN N.V. as a whole. However, because of

the nature and inherent uncertainties of litigation, should the outcomes be

unfavorable, certain aspects of our business, financial condition, and results of

operations and cash flows could be materially adversely affected.

For information on legal proceedings, see Note 20 "Commitments and

Contingencies" of the Notes to Consolidated Financial Statements.

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Risks and Risk Management

Risk Management

Our risk management approach embodies the key elements of a sound risk

management system including (1) active Supervisory Board and senior

management involvement; (2) adequate policies and procedures; (3) adequate

risk management, monitoring and information systems; and (4) comprehensive

internal controls.

QIAGEN is managed by a Managing Board and an independent Supervisory

Board appointed by the General Meeting of Shareholders. One of the

Managing Board's responsibilities is the oversight of the risk management

system. The Managing Board has developed and implemented strategies,

controls and mitigation measures to identify current and developing risks as

part of this system. These policies and procedures are embodied in our

corporate governance, code of ethics and financial reporting controls and

procedures. A variety of functional experts evaluate these business risks,

attempting to mitigate and manage them on an ongoing basis.

Identified risks are sub-divided into three types:

•a base business risk that is specific to us or our industry and threatens our

existing business;

•a business growth risk that is specific to us or our industry and threatens our

future business growth; and

•an underlying business risk that is not specific to us or our industry, but

applies to a larger number of public companies.

All identified risks are evaluated based on their likelihood of occurring and

their potential impact (estimated in monetary terms) on disrupting our progress

in achieving our business objectives. The overall risk management goal is to

identify risks that could significantly threaten our success and to provide

management the opportunity to successfully implement mitigation actions on a

timely basis. The results of the risk assessment, and any updates, are reported

to the Audit Committee of the Supervisory Board on a regular basis. A detailed

risk reporting update is provided each quarter to the Audit Committee for

specific risks that have been newly identified or have changed since the

previous assessment. At least once on an annual basis, the Supervisory Board

discusses the corporate strategy and business risks, as well as the results of an

assessment by the Managing Board and the Audit Committee of the structure

and operations of the internal risk management and control systems, including

any significant changes.

Our corporate governance structure outlines the responsibilities of our

Managing Board and Supervisory Board (discussed in more detail in their

respective sections in the Corporate Governance chapter) and the function of

the Audit Committee of the Supervisory Board (discussed in more detail in the

Supervisory Board Report ). We maintain internal controls to ensure the

integrity of financial reporting, which is described further in Controls and

Procedures. Additionally, we have a Compliance Committee that consists of

senior executives from various functional areas who are responsible for

ensuring compliance with legal and regulatory requirements, as well as

overseeing the communication of corporate policies, including our Code of

Ethics as described further in the Governance section of our Sustainability

Statement of this Annual Report.

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Risk types

Base Business Risk

•Identification and monitoring of competitive business threats

•Monitoring complexity of product portfolio

•Monitoring dependence on key customers for single product groups

•Reviewing dependence on individual production sites or suppliers

•Evaluating purchasing initiatives, price controls and changes to reimbursements

•Monitoring production risks, including contamination prevention and high-quality product assurance

•Ensuring our ability to defend against intellectual property infringements and maintain competitive advantage after expiration

Business Growth Risk

•Managing the development and successful completion of key R&D projects

•Managing successful integration of acquisitions to achieve anticipated benefits

Underlying Business Risk

•Evaluating financial risks, including global economic risks and currency rate fluctuations against the U.S. dollar (our reporting currency)

•Evaluating and monitoring international hostilities

•Monitoring financial reporting risks, including multi-jurisdiction tax compliance

•Reviewing possible asset impairment events

•Assessing cyber security, compliance and legal risks, including safety in operations and environmental hazard risks, compliance with various regulatory bodies and pending product

approvals

•Monitoring risks of FCPA (Foreign Corrupt Practices Act) or antitrust concerns arising from a network of subsidiaries and distributors in foreign countries

Risk Factors

The risks described below are listed in the order of our current view of their

expected significance. Describing the risk factors in order of significance does

not imply that a lower-listed risk factor may not have a material adverse impact

on our results of operations, liquidity or capital resources.

Our continued growth is dependent on the development and

success of new products.

Rapid technological change and frequent new product introductions are typical

in the markets we serve. Our success will depend in part on continuous, timely

development and introduction of new products that address sometimes rapidly

evolving market requirements, such as the pandemic caused by the SARS-CoV-2

virus. We believe successful new product introductions provide a significant

competitive advantage because many customers make an investment of time

into selecting and learning how to use a new product and are reluctant to

switch after these efforts. To the extent that we fail to introduce new and

innovative products, or such products suffer significant delays in development

or are not accepted by customers, we may lose market share to our competitors

that would be difficult or impossible to regain. An inability to successfully

develop and introduce new products, for technological or other reasons, could

reduce our growth prospects or otherwise have an adverse effect on our

business. In the past, we have experienced delays in the development and

introduction of new products, caused by delays in regulatory approvals, for

example, or decisions to stop development of projects, and we may experience

delays or make decisions to stop certain product development in the future.

As a result, we cannot assure you that we will keep pace with the rapid rate of

developments in our markets or that our new products will adequately meet the

requirements of the marketplace, achieve market acceptance or regulatory

approval, or compete successfully with companies offering similar or new

technologies. Some of the factors affecting market acceptance of a new product

include:

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•availability, quality and price relative to existing competitor products;

•the timing of introduction of the new product relative to competitive products;

•perceptions of the new product’s utility;

•citation of the new product in published research;

•regulatory trends and approvals; and

•general trends in life sciences research, applied markets and molecular

diagnostics.

In the development of new products, we may make significant investments in

intellectual property, software solutions and manufacturing capacity. These

investments increase our fixed costs, resulting in higher operational costs in the

short term that will negatively impact our gross profit and operating income

until products potentially reach a minimum level of market acceptance and

sales. The expenses or losses associated with unsuccessful product development

activities or lack of market acceptance of our new products could materially

have an adverse effect on our business, financial condition and results of

operations.

Our continued growth depends significantly on the success of new products in

the molecular research and testing markets that we serve, and our ability to

scale manufacturing capacities to meet customer demands. Important product

programs in early commercialization stage include the QIAstat-Dx system for

one-step, fully integrated molecular analysis of hard-to-diagnose syndromes,

the NeuMoDx 96 and 288 systems offering fully integrated PCR clinical testing,

and the QIAcuity digital PCR system.

The speed and level of adoption of our new automation platforms will affect

sales not only of instrumentation but also of consumables kits – identified as

sample and assay kits – that are designed to run on the systems in a "razor-

razorblade" model. The rollout of new automation platforms are intended to

drive the dissemination and increasing sales of consumables for these systems.

We are developing or co-developing new kits for these platforms and seeking

regulatory approvals for a number of new products. In turn, the availability and

regulatory approval of more tests for processing on the QIAstat-Dx, NeuMoDx

and QIAcuity systems will influence the value of the instruments to prospective

customers. Slower adoption of these systems could significantly affect sales of

instruments as well as consumables products designed to run on these

platforms.

An inability to manage our growth, manage the expansion of our

operations, or successfully integrate acquired businesses could

adversely affect our business.

Our business has grown in recent years, with total net sales increasing to

$1.97 billion in 2023 from $1.53 billion in 2019. In addition to incremental

sales from our global response to the COVID-19 pandemic, we have made a

series of acquisitions in recent years, including the acquisitions of Verogen, Inc.

in January 2023 and BLIRT S.A. in 2022. We intend to identify and acquire

other businesses in the future that support our strategy to build on our global

leadership position in providing Sample to Insight solutions focused on

molecular research and clinical testing. The successful integration of acquired

businesses requires a significant effort and expense across all operational

areas.

We continue to make investments to expand our existing business operations.

These projects increase our fixed costs, resulting in higher operational costs in

the short term that will negatively impact our gross profit and operating income

until we more fully utilize the additional capacity of these facilities. The

expansion of our business and the addition of new personnel may place a

strain on our management and operational systems. As we continue to upgrade

our operating and financial systems, as well as expand the geographic

presence of our operations, we intend to continue to assess the need to

reallocate existing resources or hire new employees, as well as increase

responsibilities for both existing and new management personnel.

Our future operating results will depend on our ability to continue to implement

and improve our research, product development, manufacturing, sales and

marketing and customer support programs, enhance our operational and

financial control systems, expand, train and manage our employee base,

integrate acquired businesses, and effectively address new issues related to our

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growth as they arise. There can be no assurance that we will be able to

manage our recent or any future expansion or acquisitions successfully, and

any inability to do so could have a material adverse effect on our results of

operations.

Our acquisitions expose us to new risks, and we may not achieve

the anticipated benefits of acquisitions of technologies and

businesses.

During the past several years, we have acquired and integrated a number of

companies, as mentioned earlier, through which we have gained access to new

technologies, products and businesses that complement our internally

developed product lines. In the future, we expect to acquire additional

technologies, products or businesses to expand our operations. Acquisitions

potentially expose us to new operating and financial risks, including risks

associated with the:

•assimilation of new products, technologies, operations, sites and personnel;

•integration and retention of fundamental personnel and technical expertise;

•application for and achievement of regulatory approvals or other clearances;

•diversion of resources from our existing products, business and technologies;

•generation of sales;

•implementation and maintenance of uniform standards and effective controls

and procedures;

•exposure to cyber security risks or compromise of acquired entities;

•maintenance of relationships with employees, customers and suppliers, and

integration of new management personnel;

•issuance of initially dilutive equity securities;

•incurrence or assumption of debt and contingent liabilities;

•increased exposure to geopolitical risks;

•amortization or impairment of acquired intangible assets or potential

businesses; and

•exposure to liabilities of and claims against acquired entities or personnel,

including patent litigation.

Our failure to address the above risks successfully in the future may prevent us

from achieving the anticipated benefits from any acquisition in a reasonable

time frame, or at all.

Global economic conditions could adversely affect our business,

results of operations and financial condition.

Our results of operations could be materially affected by adverse general

conditions in the global economy and financial markets, including inflation and

rising interest rates. Direct conflicts, such as the ongoing wars in Ukraine and

the Middle East, and an increasingly challenging economic environment lead to

uncertainty about the future. Trade restrictions or export controls, as were seen

with the Russia-Ukraine war, could disrupt our supply chain and flow of

products if they disturb the international flow of goods and increase costs.

Our results of operations could also be negatively impacted if the U.S. federal

government were to enact automatic spending cuts (sequestration), which have

occurred in the past. Such a decision could add uncertainty to the timing and

the availability of budget funds for investment decisions by our customers—

particularly researchers, universities, government laboratories and private

foundations whose funding is dependent upon grants from government

agencies, such as the U.S. National Institutes of Health (NIH) and similar

bodies.

While there has been global economic recovery from the COVID-19 pandemic,

higher inflation continues, including on raw material prices which also reflect

higher energy costs. The overall increase in energy costs and materials has had

a significant adverse impact on our business.

Access to financing in the global financial markets has been adversely affected

for many businesses in light of the high-inflation environment. The central banks

in the U.S., the United Kingdom and the Euro Zone tightened their monetary

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policies materially beginning in 2022 by raising interest rates, and continued

headwinds and volatility are expected in 2024. This may impact our ability to

obtain new or refinance existing debt facilities at competitive rates.

Additionally, our customers may face internal financing pressures that adversely

impact spending decisions or the ability to purchase our products, or that lead

to a delay in collection of receivables and thus negatively impact our cash flow.

A severe or prolonged economic downturn could result in a variety of risks to

our business that would adversely impact our results of operations, including the

reduction or delay in planned improvements to healthcare systems in various

countries, the reduction of funding for life sciences research, and intensified

efforts by governments and healthcare payors regarding cost-containment

efforts.

As is the case for many businesses, we face the following risks in regard to

financial markets:

•severely limited access to financing over an extended period of time, which

may affect our ability to fund our growth strategy and could result in delays

to capital expenditures, acquisitions or research and development projects;

•failures of currently solvent financial institutions, which may cause losses from

our short-term cash investments or our hedging transactions due to a

counterparty’s inability to fulfil its payment obligations;

•inability to refinance existing debt at competitive rates, reasonable terms or

sufficient amounts; and

•increased volatility or adverse movements in foreign currency exchange

rates.

Our global operations may be affected by actions of

governments, global or regional economic or public health

developments, weather or transportation delays, epidemics or

pandemics, natural disasters or other force majeure events

(collectively, unforeseen events) which may negatively impact our

suppliers, our customers or us.

Our business involves operations around the world. Our primary manufacturing

facilities are located in Germany, the U.S., Spain and China. We have

established sales subsidiaries in numerous countries, and our products are sold

through independent distributors serving more than 60 countries. Our global

footprint exposes us to unforeseen events, such as the COVID-19 pandemic, or

other natural events. We have analyzed climate change risk and its potential

impact on our largest production and logistics sites, as well as important sites of

our key suppliers. No material risks were identified that could potentially impact

our business, operations, sales or expenditures. However, our facilities may be

harmed by unforeseen events. In the event that we or our customers are

affected by a disaster, we may experience delays or reductions in sales or

production. We may also face significantly increased costs or be required to

identify alternate suppliers and/or rely on third-party manufacturers.

To the extent that our suppliers are impacted by a natural disaster or other

disruption, we may experience periods of reduced production. Any unexpected

interruptions in our production capabilities may lead to delayed or lost sales

and adversely affect our results of operations for a specific period.

In addition, to the extent we temporarily shut down any facility following such

an unforeseen event, we may experience disruptions in our ability to

manufacture or ship products to customers or otherwise operate our business.

Many of our products are manufactured in a single location, and we may

experience significantly adverse effects to the extent that these manufacturing

operations are disrupted and cannot be replaced elsewhere.

While our global operations give us the ability to ship some products from

alternative sites, we may not be able to do so because the facilities of our

customers are shut or the local logistics infrastructure is not functioning. As a

result, our sales, profitability and cash flows would suffer.

Damage to our property due to unforeseen events, and the resulting disruption

of our business, may be covered by insurance. However, this insurance may

not be sufficient to cover all of our potential losses, and the insurance coverage

may not continue to be available to us on acceptable terms, or at all. In

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addition, we may incur incremental costs following an unforeseen event, which

will reduce profits and adversely affect our results of operations.

Terrorist attacks and international hostilities and instability in any

region could adversely affect our business.

Terrorist attacks, the outbreak of war, or the existence of international hostilities

could damage the world economy, adversely affect the global supply chain

and materially impact the availability of and prices for energy and other raw

materials. In February 2022, the government of Russia invaded Ukraine. The

ongoing war is so far confined to Ukraine, but any expansion into other

countries could materially disrupt our operations in Europe and/or increase our

operating costs. In addition, Russia's prior annexation of Crimea, the

annexation of various regions of Ukraine and subsequent military interventions

have led to sanctions being levied by the European Union, the U.S. and other

countries against Russia. Additionally, in October 2023, Hamas launched a

series of coordinated attacks on Israeli targets, and Israel responded by

formally declaring war on Hamas. The armed conflict is ongoing and rapidly

evolving as of the date of this filing, and its length and outcome are highly

unpredictable.

These conflicts and similar current and future conflicts could lead to significant

market and other disruptions, instability in financial markets, supply chain

interruptions, political and social instability and other material and adverse

effects on macroeconomic conditions, any of which could magnify the impact of

other risks described in this Annual Report.

We depend on suppliers for materials used to manufacture our

products, and if shipments from these suppliers are delayed or

interrupted, we may be unable to manufacture our products.

We buy materials to create our products from a number of suppliers and are

not dependent on any one supplier or group of suppliers for our business as a

whole. However, key components of certain products, including certain

instrumentation and chemicals, are available only from a single source. If

supplies from these vendors are delayed or interrupted for any reason, we may

not be able to obtain these materials in a timely manner or in sufficient quantity

or quality to produce certain products, and this could have an adverse impact

on our results of operations.

In 2022, the volatility in product availability and pricing drastically increased

compared to previous years. In 2023, while availability continued to improve,

raw material prices increased, reflecting higher energy costs and inflation.

Supply chain constraints have required, and may continue to require, in certain

instances, alternative delivery arrangements and increased costs and could

have a material adverse effect on our business and operations.

We rely heavily on air cargo carriers and other overnight logistics

services, and shipping delays or interruptions could harm our

business.

Our customers typically keep only a modest inventory of our consumables kits

on hand, and consequently often require rapid delivery of purchases.

Additionally, some of our products require complex supply chains, such as

constant cold storage or shipment using dry ice. As a result, we rely heavily on

air cargo carriers and logistic suppliers. If these services are suspended or

delayed, and other delivery and logistic suppliers cannot provide satisfactory

services, customers may be forced to suspend a significant amount of their

work. The lack of adequate delivery alternatives would have a serious adverse

impact on our customer relations and results of operations.

Changes in tax laws or their application or the termination or

reduction of certain government tax incentives, could adversely

impact our overall effective tax rate, results of operations or

financial flexibility.

Our effective tax rate reflects the benefit of some income being partially exempt

from income taxes due to various inter-company operating and financing

activities. The benefit also derives from our global operations, where income or

loss in some jurisdictions is taxed at rates higher or lower than the statutory rate

of 25.8% in the Netherlands. Changes in tax laws, including changes resulting

from the current work being led by the Organization for Economic Co-

operation and Development (OECD) Inclusive Framework focused on

"Addressing the Challenges of the Digitalization of the Economy", or their

application with respect to matters such as changes in tax rates, transfer pricing

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and income allocation, utilization of tax loss carry-forwards, inter-company

dividends, controlled corporations, and limitations on the deductibility of

interest and foreign related-party expenses, and changes to tax credit

mechanisms, could increase our effective tax rate and adversely affect our

results of operations and limit our ability to repurchase our Common Shares

without experiencing adverse tax consequences.

The breadth of the OECD project extends beyond pure digital businesses and is

likely to impact most large multinational businesses by both redefining

jurisdictional taxation rights and establishing a 15% global minimum tax

(referred to as Pillar Two). The Netherlands formally enacted the Pillar Two

legislation into domestic law and certain aspects of Pillar Two are effective

January 1, 2024, and other aspects effective January 1, 2025. Although

global enactment has begun, the OECD and participating countries continue to

work on defining the underlying rules and administrative procedures. Pillar Two

is effective for us in 2024.

The increased tax burden as a result of changes in law could be material and

may adversely affect our results of operations, cash taxes and effective tax rate.

Additionally, depending on the timing of effective dates, changes in tax law

may limit our ability to accurately forecast the related tax impacts. If our tax

positions are challenged by taxing authorities or other governmental bodies,

such as the European Commission, we could incur additional tax liabilities,

which could also have an adverse effect on our results of operations, financial

flexibility or cash flow.

We rely on secure communication and information systems and

are subject to privacy and data security laws which, in the event

of a disruption, breach, violation or failure, could adversely affect

our business.

We rely heavily on communications and information systems to conduct our

business. In the ordinary course of business, we collect and store sensitive data,

including our own intellectual property and other proprietary business

information and that of our customers, suppliers and business partners, as well

as personally identifiable information (PII) of our customers and employees, in

our data centers and on our networks or in the cloud. Our operations rely on

the secure processing, storage and transmission of confidential and other

information on both our own and cloud-based computer systems and networks.

We have made significant investments to ensure our employees are aware of

cyber security risks facing our company and how to prevent data breaches.

We have modernized our cyber security tools, and are continually updating our

cyber security processes, in an attempt to keep pace with evolving cyber

security risks. In spite of our efforts, we are unable to completely eliminate these

risks, and occasionally experience minor cyber security incidents. External

phishing emails (occurring outside of our computer services) are a growing

threat for our customers. These emails could lead to the disclosing of intellectual

property or personally identifiable information, which could lead to financial

harm or reputational damage. While our cyber security team works diligently

with our employees around the world, as well as with our customers, to mitigate

these threats by helping to identify and analyze phishing emails, we cannot

guarantee that sensitive data will not be lost or stolen.

A breach in cyber security due to unauthorized access to our computer systems

or misuse could include the misappropriation of assets or sensitive information,

the corruption of data, or other operational disruption. Failures in our computer

systems and networks could be caused by internal or external events, such as

incursions by intruders or hackers, computer viruses, failures in hardware or

software, or cyber-terrorists. Furthermore, there is an increased risk of cyber

security attacks by state actors due to the Russian war with Ukraine. Russian

ransomware gangs have threatened to increase hacking activity against critical

infrastructure of any nation or organization that retaliates against Russia. Any

such increase in such attacks on our third-party providers or other systems could

adversely affect our network systems or other operations. If we experience a

breach or failure of our systems, we could experience potentially significant

operational delays due to the disruption of systems, loss due to theft or

misappropriation of assets or data, or negative impacts from the loss of

confidential data or intellectual property. We may face significant liability in

the event personal information that we maintain is lost or otherwise subject to

misuse or other wrongful use, access or disclosure. Furthermore, we could

experience significant negative publicity that could result in reputation or brand

damage with customers or partners.

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Additionally, we are subject to privacy and data security laws across multiple

jurisdictions. These include laws relating to the storage of health information

that are complex, overlapping, sometimes contradictory and rapidly evolving.

In the U.S., individual states regulate requirements and have authority over

privacy and personal data protection. For example, the California Consumer

Privacy Act of 2018 (CCPA), which took effect on January 1, 2020, imposes

expansive new requirements and protections upon the processing of personal

data, aimed at giving California consumers more visibility into and control over

their personal information. The U.S. states of Virginia and Colorado also

enacted comprehensive data privacy laws similar to the CCPA, both of which

became effective in 2023. In addition, laws in all 50 U.S. states require

businesses to provide notice to consumers whose personal information has been

disclosed as a result of a data breach. State laws are changing rapidly and

there is discussion in the U.S. Congress of a new comprehensive federal data

privacy law to which we would become subject if it is enacted. There are also

European privacy laws, such as the General Data Protection Regulation (GDPR)

of the European Union, that impose restrictions on the transfer, access, use and

disclosure of health and other personal information. As our activities continue to

evolve and expand, we may be subject to additional laws that impose further

restrictions on the transfer, access, use and disclosure of health and other

personal information, which may impact our business either directly or

indirectly. A failure to comply with applicable privacy or security laws or

significant changes in these laws could subject us to costly regulatory action or

lawsuits, and could adversely impact our reputation, business and future

business plans.

We may encounter delays in receipt, or limits in the amount, of

reimbursement approvals and public health funding, which may

negatively impact our ability to grow revenues in the healthcare

market or our profitability.

Changes in the market availability or reimbursement of our diagnostic testing

products by insurance providers and health maintenance organizations could

have a significant adverse impact on our results of operations. Third-party

payors are often reluctant to reimburse healthcare providers for the use of

medical tests that involve new technologies or provide novel diagnostic

information. In addition, third-party payors are increasingly limiting

reimbursement coverage for medical diagnostic products and, in many

instances, are even exerting pressure on suppliers to reduce their prices. Since

each third-party payor often makes reimbursement decisions on an individual

patient basis, obtaining such approvals is a time-consuming and costly process

that requires us to provide scientific and clinical data supporting the clinical

benefits of each of our products. As a result, there can be no assurance that

reimbursement approvals will be obtained, and the process can delay the

broad market introduction of new products. If third-party reimbursement is not

consistent or financially adequate to cover the cost of our products, this could

limit our ability to sell our products or cause us to reduce prices, which would

adversely affect our results of operations.

Further, the ability of many of our customers to successfully market their

products depends in part on the extent to which reimbursement for the costs of

these products is available from governmental health administrations, private

health insurers and other organizations. Governmental and other third-party

payors are increasingly seeking to contain healthcare costs and to reduce the

price of medical products and services. With evolving political realities in the

United States, certain sections of the Patient Protection and Affordable Care Act

of 2010 (ACA) have not been fully implemented and the direction of healthcare

policy is unpredictable. Uncertainty around the future of the ACA, and in

particular the impact on reimbursement levels, may lead to uncertainty or delay

in the purchasing decisions of our customers, which may in turn negatively

impact our product sales. In accordance with the Protecting Access to Medicare

Act of 2014 (PAMA), the Centers for Medicare & Medicaid Services calculate

Medicare reimbursement rates for certain clinical diagnostic tests using

weighted median private payor rates, which are based on rate information

reported by applicable laboratories. This new rate methodology means the

lower reimbursement rates previously experienced in the field of molecular

pathology testing now extend to additional diagnostic testing codes on the

Clinical Laboratory Fee Schedule (CLFS). If there are not adequate

reimbursement levels, our business and results of operations could be adversely

affected.

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Reduction in R&D budgets and government funding may result in

reduced sales.

Our customers include researchers at pharmaceutical and biotechnology

companies, academic institutions, and government and private laboratories.

Fluctuations in the research and development budgets of these organizations

could have a significant adverse effect on demand for our products. Research

and development budgets are affected by changes in available resources, the

mergers of pharmaceutical and biotechnology companies, changes in spending

priorities and institutional budgetary policies. Our results of operations could be

adversely affected by any significant decrease in expenditures for life sciences

research and development by pharmaceutical and biotechnology companies,

academic institutions, and government and private laboratories. In addition,

short-term changes in administrative, regulatory or purchasing-related

procedures can create uncertainties or other impediments that can have an

adverse impact on our results of operations.

In recent years, the pharmaceutical and biotechnology industries have

undergone substantial restructuring and consolidation. Additional mergers or

consolidation within the pharmaceutical and biotechnology industries could

cause us to lose existing customers and potential future customers, which could

have a material adverse impact on our results of operations.

We sell our products to universities, government laboratories and private

foundations, whose funding is dependent on grants from government agencies,

such as the NIH (National Institutes of Health) in the U.S. which accounts for the

majority of Life Science funding in the country. Although the level of research

funding has been increasing in recent years, we cannot ensure that this trend

will continue given federal and state budget constraints. Government funding of

research and development is subject to the political process, which is inherently

unpredictable. Future sales may be adversely affected if our customers delay

purchases as a result of uncertainties regarding the approval of government

budget proposals. Also, government proposals to reduce or eliminate

budgetary deficits have sometimes included reduced allocations to the NIH and

government agencies in other countries that fund life sciences research and

development activities. A reduction in government funding for the NIH or

government research agencies in other countries could have a serious adverse

impact on our results of operations.

Competition could reduce our sales.

The markets for most of our products are very competitive. Competitors may

have significant advantages in financial, operational, sales and marketing

resources as well as experience in research and development. These

competitors may have developed, or could develop in the future, new

technologies that compete with our products or even render our products

obsolete. Some competitors may obtain regulatory approval from the U.S. Food

and Drug Administration (FDA) or similar non-U.S. authorities. Our competitors’

development of alternative products offering superior technology, greater cost-

effectiveness and/or receiving regulatory approval could have a material

adverse effect on our sales and results of operations.

The growth of our business depends in part on the continued conversion of

users from competitive products to our sample and assay technologies and

other solutions. Lack of conversion could have a material adverse effect on our

sales and results of operations.

It can be difficult for users of our products to switch from their current supplier of

a particular product, primarily due to the time and expense required to properly

integrate new products into their operations. As a result, if we are unable to be

the first to develop and supply new products, our competitive position may

suffer, resulting in a material adverse effect on our sales and results of

operations.

For our commercial clinical assays, we often compete with solutions developed

by our laboratory customers, and driving conversion from such laboratory-

developed tests (LDTs) to commercial diagnostics assays can be challenging.

The time and expense needed to obtain regulatory approval and

respond to changes in regulatory requirements could adversely

affect our ability to commercially distribute our products and

generate sales.

We and our customers operate in a highly regulated environment characterized

by frequent changes in the governing regulatory framework. Genetic research

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activities and products commonly referred to as “genetically engineered” (such

as certain food and therapeutic products) are subject to extensive governmental

regulation in most developed countries, especially in the major markets for

pharmaceutical and diagnostic products such as the European Union, the U.S.,

China and Japan. In recent years, several highly publicized scientific events

(notably in genomic research, gene editing and cloning) have prompted intense

public debate on the ethical, philosophical and religious implications of an

unlimited expansion in genetic research and the use of products emerging from

this research. As a result of this debate, some key countries may increase or

establish regulatory barriers, which could adversely affect demand for our

products and prevent us from fulfilling our growth expectations. Furthermore,

there can be no assurance that any future changes in applicable regulations

will not require further expenditures or an alteration, suspension or liquidation

of our operations in certain areas, or even in their entirety.

Changes in the existing regulations or adoption of new requirements or policies

could adversely affect our ability to sell our approved or cleared products, or to

seek approvals for new products in other countries around the world. Sales of

certain products now in development may be dependent upon us successfully

conducting preclinical studies, clinical trials and other tasks required to gain

regulatory approvals and meet other requirements from the In Vitro Diagnostic

Device Regulation in the European Union, the FDA in the U.S. and regulatory

agencies in other countries. If we are not able to meet the applicable

requirements, we will not be able to commercialize our products and tests,

which will have a material adverse effect on our business.

Several of our key products and programs are medical devices that are subject

to extensive regulation by the FDA under the U.S. Food, Drug and Cosmetic

Act. We plan to apply for FDA clearance or approval of additional products in

the future. Regulatory agencies in other countries also have medical device and

in vitro diagnostic medical devices (IVD) approval requirements that are

becoming more extensive. These regulations govern most commercial activities

associated with medical devices, including indications for the use of these

products as well as other aspects that include product development, testing,

manufacturing, labeling, storage, record-keeping, advertising and promotion.

Compliance with these regulations is expensive and time-consuming.

Our cleared or approved devices, including diagnostic tests and related

equipment, are subject to numerous post-approval requirements. We are

subject to inspection and marketing surveillance by the FDA to determine our

compliance with regulatory requirements. If the FDA determines that we have

failed to comply, it can institute a wide variety of enforcement actions, ranging

from warning letters to more severe sanctions such as fines, injunctions and civil

penalties, recalls or seizures of our products, operating restrictions, partial

suspension or total shutdown of production, denial of our requests for 510(k)

clearance or pre-market approval of product candidates, withdrawal of 510(k)

clearance or pre-market approval already granted and civil or criminal

prosecution. Any enforcement action by the FDA may affect our ability to

commercially distribute these products in the U.S.

Some of our products are sold for research purposes in the U.S. We do not

promote these products for clinical diagnostic use, and they are labeled “For

Research Use Only” (RUO) or “For Molecular Biology Applications.” If the FDA

were to disagree with our designation of a product as having RUO status, we

could be forced to stop selling it until appropriate regulatory clearance or

approval has been obtained.

We are subject to risks associated with patent litigation.

The biotechnology industry has been characterized by extensive litigation

regarding patents and other intellectual property rights, particularly since

industry competitors gravitate around common technology platforms. We are

aware that patents have been applied for and/or issued to third parties

claiming technologies for sample and assay technologies that are closely

related to those we use. From time to time, we receive inquiries requesting

confirmation that we do not infringe patents of third parties. We endeavor to

follow developments in this field, and we do not believe that our technologies

or products infringe any proprietary rights of third parties. However, there can

be no assurance that third parties will not challenge our activities or, if so

challenged, that we will prevail. In addition, the patent and proprietary rights

of others could require that we alter our products or processes, pay licensing

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fees or cease certain activities, and there can be no assurance that we will be

able to license any technologies that we may require on acceptable terms. In

addition, litigation, including proceedings that may be declared by the U.S.

Patent and Trademark Office or the International Trade Commission, may be

necessary to respond to any assertions of infringement, enforce our patent

rights and/or determine the scope and validity of our proprietary rights or those

of third parties. Litigation, or threatened litigation, could involve substantial

cost, and there can be no assurance that we would prevail in any proceedings.

We rely on collaborative commercial relationships to develop

and/or market some of our products.

Our long-term business strategy involves entering into strategic alliances as well

as marketing and distribution arrangements with academic, corporate and

other partners relating to the development, commercialization, marketing and

distribution of certain of our existing and potential products. We may be

unable to continue to negotiate these collaborative arrangements on acceptable

terms, and these relationships also may not be scientifically or commercially

successful. In addition, we may be unable to maintain these relationships, and

our collaborative partners may pursue or develop competing products or

technologies, either on their own or in collaboration with others.

Our Precision Diagnostics business includes projects with pharmaceutical and

biotechnology companies to co-develop companion diagnostics paired with

drugs that those companies either market currently or are developing for future

use. The success of these co-development programs, including regulatory

approvals for the companion diagnostics, depends upon the continued

commitment of our partners to the development of their drugs, the outcome of

clinical trials for the drugs and diagnostics, and regulatory approvals of the

tests and drugs. In addition, the future level of sales for companion diagnostics

depends to a high degree on the commercial success of the related medicines

for which the tests have been designed. More companion diagnostics would be

sold in combination with a widely prescribed drug than one with limited use.

The successful marketing of QIAGEN products, in some cases, depends on

commercial relationships such as joint ventures or distributorships, particularly

in emerging markets where we partner with local companies to augment our

less-established commercial relationships and infrastructure. The continued

commitment of our partners to these ventures, as well as the management of the

commercial efforts, could influence QIAGEN's sales and profitability in these

markets.

We have made investments in and are expanding our business

into growth markets, which exposes us to risks.

Our top six emerging growth markets are Brazil, China, India, South Korea,

Mexico, and Türkiye, which together accounted in 2023 for 12% of total sales.

Russia was removed as a top growth market in 2022 following the invasion of

Ukraine and the subsequent decision to suspend business operations in Russia

and Belarus, which made up less than 1% of total sales. We expect to continue

to focus on expanding our business in these or other fast-growing markets,

including those in the Middle East and Asia. In addition to the currency and

operating risks described above, our international operations are subject to a

variety of risks arising from the economy, political outlook, language and

cultural barriers in countries where we have operations or do business. In many

of these emerging markets, we may face several risks that are more significant

than in other countries where we have a history of doing business. These risks

include economies that may be dependent on only a few products and are

therefore subject to significant fluctuations, weak legal systems that may affect

our ability to enforce contractual rights, exchange controls, unstable

governments, and privatization or other government actions affecting the flow

of goods and currency. In conducting our business, we move products from one

country to another and may provide services in one country from a subsidiary

located in another country. Accordingly, we are vulnerable to abrupt changes

in customs and tax regimes that could have significant negative impacts on our

results of operations.

Some of our customers are requiring us to change our sales

arrangements to lower their costs, and this may limit our pricing

flexibility and harm our business.

Some of our customers have developed purchasing initiatives to reduce the

number of vendors from which they purchase products in order to lower their

supply costs. In some cases, these customers have established agreements with

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large distributors, which include discounts and direct involvement in the

distributor’s purchasing process. These activities may force us to supply large

distributors with our products at discounts in order to continue providing

products to some customers. For similar reasons, many larger customers,

including the U.S. federal government, have requested, and may request in the

future, special pricing arrangements, which can include blanket purchase

agreements. These agreements may limit our pricing flexibility, which could

harm our business and affect our results of operations. For a limited number of

customers, and at the request of customers, we have conducted sales

transactions through distribution and other value-added partners. If sales grow

through these intermediaries, this could adversely impact our results of

operations, in particular our gross profit.

Exchange rate fluctuations may adversely affect our business and

operating results.

Given that we currently market our products throughout the world, a significant

portion of our business is conducted in currencies other than the U.S. dollar, our

reporting currency. As a result, fluctuations in value relative to the U.S. dollar of

the currencies in which we conduct our business have caused and will continue

to cause foreign currency transaction gains and losses. Foreign currency

transaction gains and losses arising from normal business operations are

charged against earnings in the period when incurred. Due to the number of

currencies involved, the variability of currency exposures and the potential

volatility of currency exchange rates, we cannot predict the effects of future

exchange rate fluctuations. As of April 1, 2022, the results of operations from

our subsidiary in Türkiye have been reported under highly inflationary

accounting as the prior three-years cumulative inflation rate exceeded 100%.

While we may engage in foreign exchange hedging transactions to manage

our foreign currency exposure, there can be no assurance that our hedging

strategy will adequately protect our operating results from the effects of future

exchange rate fluctuations.

Our success depends on the continued employment of qualified

personnel, any of whom we may lose at any time.

Although we have not experienced any difficulties attracting or retaining

management and scientific staff, our ability to recruit and retain qualified,

skilled employees will continue to be critical to our success. Given the intense

competition for experienced scientists and managers among pharmaceutical

and biotechnology companies, as well as academic and other research

institutions, there can be no assurance that we will be able to attract and retain

employees critical to our success on acceptable terms. Initiatives to expand

QIAGEN will also require additional employees, including management with

expertise in areas such as research and development, manufacturing,

digitization, sales and marketing, and the development of existing managers to

lead a growing organization. The failure to recruit and retain qualified

employees, or develop existing employees, could have a material adverse

impact on our results of operations.

Our ability to accurately forecast our results during each quarter

may be negatively impacted by the fact that at times a high

percentage of our sales may be recorded in the final weeks or

days of the quarter.

In the markets we serve, a high percentage of purchase orders can be received

in the final few weeks or days of each quarter. Although this varies from

quarter to quarter, many customers make a large portion of their purchase

decisions late in each quarter, in particular because they receive new

information during this period on their budgets and requirements. Additionally,

volatility in the timing of revenue from companion diagnostic partnerships can

be difficult to predict. As a result, even late in each quarter, we cannot predict

with certainty whether our sales forecasts for the quarter will be achieved.

Historically, we have been able to rely on the overall pattern of customer

purchase orders during prior periods to project with reasonable accuracy our

anticipated sales for the current or coming quarters. However, if customer

purchasing trends during a quarter vary from historical patterns, as may occur

with changes in market and economic conditions, our quarterly financial results

could deviate significantly from our projections. As a result, our sales forecasts

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for any given quarter may prove not to be accurate. We also may not have

sufficient, timely information to confirm or revise our sales projections for a

specific quarter. If we fail to achieve our forecasted sales for a particular

quarter, the value of our Common Shares could be significantly affected.

We have a significant amount of debt that may adversely affect

our financial condition and flexibility.

We have a significant amount of debt, debt service obligations and restrictive

covenants imposed by our lenders. A high level of indebtedness increases the

risk that we may default on our debt obligations, and restrictive covenants may

prevent us from borrowing additional funds. There is no assurance that we will

be able to generate sufficient cash flow to pay the interest on our debt and

comply with our debt covenants, or that future working capital, borrowings or

equity financing will be available to repay or refinance our debt. If we are

unable to generate sufficient cash flow to pay the interest on our debt and

comply with our debt covenants, we may have to delay or curtail our research

and development programs. The level of our indebtedness could, among other

things:

•make it difficult for us to make required payments on our debt;

•make it difficult in the future for us to obtain financing necessary for working

capital, capital expenditures, debt service requirements or other purposes;

•limit our flexibility in planning for, or reacting to, changes in our business

and the industry in which we compete; and

•make us more vulnerable in the event of a downturn in our business.

Our business may require substantial additional capital, which

we may not be able to obtain on terms acceptable to us, if at all.

Our future capital requirements and level of expenses will depend on numerous

factors, including the costs associated with:

•marketing, sales and customer support;

•research and development;

•expansion of our facilities;

•possible future acquisitions of technologies, products or businesses;

•demand for our products and services;

•repayment or refinancing of debt; and

•payments in connection with our hedging activities and/or taxes.

We currently anticipate that our short-term capital requirements will be satisfied

by cash flow from our operations and/or cash on hand. As of December 31,

2023, we had outstanding long-term debt of $1.5 billion, of which

$588.0 million was current. We may choose to refinance these liabilities.

If at some point in time our existing resources should be insufficient to fund our

activities, we may need to raise funds through public or private debt or equity

financings. The funds for the refinancing of existing liabilities or for the ongoing

funding of our business may not be available or, if available, not on terms

acceptable to us. If adequate funds are not available, we may be required to

reduce or delay expenditures for research and development, production,

marketing, capital expenditures and/or acquisitions, which could have a

material adverse effect on our business and results of operations. To the extent

that additional capital is raised through the sale of equity or convertible

securities, the issuance of any securities could result in dilution to our

shareholders.

The accounting for the cash convertible notes we have issued will

result in recognition of interest expense significantly greater than

the stated interest rate of the notes and may result in volatility to

our Consolidated Statements of Income.

We will settle any conversions of the Cash Convertible Notes described under

the heading “Other Factors Affecting Liquidity and Capital Resources”

elsewhere in this Annual Report, entirely in cash. Accordingly, the conversion

option that is part of the Cash Convertible Notes is accounted for as a

derivative pursuant to accounting standards relating to derivative instruments

and hedging activities. Refer to Note 14 "Derivatives and Hedging" and Note

16 "Debt" of the Notes to Consolidated Financial Statements. In general, this

resulted in an initial valuation of the conversion option separate from the debt

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component of the Cash Convertible Notes, resulting in an original issue

discount. The original issue discount will be accreted to interest expense over

the term of the Cash Convertible Notes, which will result in an effective interest

rate reported in our financial statements significantly in excess of the stated

coupon rates of the Cash Convertible Notes. This accounting treatment will

reduce our earnings. For each financial statement period after the issuance of

the Cash Convertible Notes, a gain (or loss) will be reported in our financial

statements to the extent the valuation of the conversion option changes from the

previous period. The Call Options issued in connection with the Cash

Convertible Notes will also be accounted for as derivative instruments,

substantially offsetting the gain (or loss) associated with changes to the

valuation of the conversion option. This may result in increased volatility to our

results of operations.

The cash convertible note hedge and warrant transactions we

entered into in connection with the issuance of our Cash

Convertible Notes may not provide the benefits we anticipate,

and may have a dilutive effect on our common stock.

Concurrently with the issuance of the Cash Convertible Notes, we entered into

Call Options and issued Warrants. We entered into the Call Options with the

expectation that they would offset potential cash payments by us in excess of

the principal amount of the Cash Convertible Notes upon conversion of the

Cash Convertible Notes. In the event that the hedge counter-parties fail to

deliver potential cash payments to us, as required under the Call Options, we

would not receive the benefit of such transaction. Separately, we also issued

Warrants. The Warrants could separately have a dilutive effect to the extent

that the market price per share of our common stock, as measured under the

terms of the Warrants, exceeds the strike price of the Warrants.

An impairment of goodwill and intangible assets could reduce

our earnings.

At December 31, 2023, our consolidated balance sheet reflected $2.5 billion

of goodwill and $526.8 million of intangible assets. Goodwill is recorded

when the purchase price of a business exceeds the fair value of the tangible

and separately measurable intangible net assets. U.S. generally accepted

accounting principles (GAAP) require us to test goodwill for impairment on an

annual basis or when events or circumstances occur indicating that goodwill

might be impaired. Long-lived assets, such as intangible assets with finite useful

lives, are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable. The

impairment review often cannot be done at the level of the individual asset and

it must instead be applied to a group of assets. For the purpose of our annual

goodwill impairment testing based on the current circumstances of how we

manage our business, this group of assets is the Company as a whole. If we

determine that any of our goodwill or intangible assets were impaired, we will

be required to take an immediate charge to earnings and our results of

operations could be adversely affected.

Our strategic equity investments may result in losses.

We have made, and may continue to make, strategic investments in businesses

as opportunities arise. We periodically review the carrying value of these

investments for impairment, considering factors that include the most recent

stock transactions, book values from the most recent financial statements, and

forecasts and expectations of the investee. The results of these valuations may

fluctuate due to market conditions and other conditions over which we have no

control.

Estimating the fair value of non-marketable equity investments in life science

companies is inherently subjective. If actual events differ from our assumptions

and unfavorable fluctuations in the valuations of the investments are indicated,

we could be required to write down the investment. This could result in future

charges on our earnings that could materially have an adverse effect on our

results of operations. It is uncertain whether or not we will realize any long-term

benefits from these strategic investments.

Doing business internationally creates certain risks.

Our business involves operations in several countries around the world. Our

consumables manufacturing facilities are located in Germany, China, Spain

and the U.S. We source raw materials and subcomponents to manufacture our

products from different countries. We have established sales subsidiaries in

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numerous countries. In addition, our products are sold through independent

distributors serving more than 60 countries. Conducting and launching

operations on an international scale requires close coordination of activities

across multiple jurisdictions and time zones and consumes significant

management resources. We have invested heavily in computerized information

systems in order to manage more efficiently the widely dispersed components of

our operations. Worldwide, we currently use SAP R/3 software to integrate

most of our operating subsidiaries and are currently undergoing a multi-year

implementation of S/4HANA. If we fail to coordinate and manage these

activities effectively, or if we face a loss of information or the non-availability of

any system, our business and results of operations will be adversely affected.

Our operations are subject to other risks inherent in international business

activities, such as the general economic and public health conditions in the

countries in which we operate, trade restrictions and changes in tariffs, longer

accounts receivable payment cycles in certain countries, overlap of different tax

structures, unexpected changes in regulatory requirements, and compliance

with a variety of foreign laws and regulations. Other risks associated with

international operations include import and export licensing requirements,

climate change legislation, exchange controls and changes in freight rates, as

may occur as a result of rising energy costs. Further, any misuse or other

wrongful use of our products could expose us to negative publicity resulting in

reputation or brand damage with customers or partners. As a result of these

conditions, an inability to successfully manage our international operations

could have a material adverse impact on our business and results of operations.

In any of the markets in which we do business, increasing attention to

environmental, social and governance (ESG) matters may result in new or

expanded legal or regulatory requirements or expectations specific to ESG

matters. A failure to meet investor or other stakeholder expectations may result

in adverse reputation impacts, loss of business or a negative impact to attract

and retain talent. Further, working to adhere to any new or expanded legal or

regulatory requirements may require additional investments which could

negatively impact our profitability.

Unethical behavior and non-compliance with laws by our sales

representatives, other employees, consultants, commercial

partners or distributors or employees could seriously harm our

business.

Our operations include doing business in countries with a history of corruption

and involve transactions with foreign governments. These factors may increase

the risks associated with our international activities. We are subject to the U.S.

Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that

prohibit improper payments or offers of payments to foreign governments and

their officials and political parties by business entities for the purpose of

obtaining or retaining business. We have operations, agreements with third

parties and sales in countries known to experience corruption. Further

international expansion may involve increased exposure to these types of

practices. Our activities in these countries and others create risks of

unauthorized payments or offers of payments, non-compliance with laws, or

other unethical behavior by any of our employees, consultants, sales agents or

distributors, that could be in violation of various laws, including the FCPA, even

though these parties are not always subject to our control.

Our policy is to implement safeguards to discourage these or other unethical

practices by our employees and distributors, including online and in-person

employee trainings, periodic internal audits, and standard reviews of our

distributors. However, our existing safeguards and any future improvements

may not prove to be effective, and our employees, consultants, sales agents or

distributors may engage in conduct for which we might be held responsible.

Violations of the FCPA and other laws may result in criminal or civil sanctions,

which could be severe, and we may be subject to other liabilities, which could

negatively affect our business, results of operations and financial condition.

Real or perceived defects in or misuse of our products could

adversely affect our results of operations, growth prospects and

reputation.

We currently market our products in over 130 countries either directly or

indirectly through commercial partners and distributors. Due to the size and

breadth of our operations, we may not always be able to track the use of our

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products by the end users. If our products are misused or are perceived to be

misused, this could adversely affect our reputation and our customers’

willingness to buy from us, and adversely affect market acceptance or

perception of our products.

Many of our customers - especially those in law enforcement and government

who use our products for forensic testing, human identification, food testing or

other purposes - use our products in applications that are of public interest or

critical to their businesses or missions. As a result, they may have a lower risk

tolerance to defects in our products than to defects in other less critical

products. A defect in or misuse of any of our products by our law enforcement

customers could lead to interference with the administration of justice, such as

damage to forensic evidence. Any defects or misuse, real or perceived, could

cause us to lose sales opportunities, increase our service costs, incur

replacement costs, cause reputational damage, lose customers or subject us to

liability for damages and divert our resources from other tasks. Any one of

these factors could materially and adversely affect our business and results of

operations. In addition, our products could be perceived as ineffective for

reasons outside of our control.

Additionally, if any of our customers, government or otherwise, use or are

perceived to use our products in a manner that is unethical, unlawful or

inconsistent with our values, this may damage our reputation and results of

operations. We strive to ensure that our products are used only in ethical and

lawful ways, but we cannot provide any assurance that we will not be subject

to claims from third parties alleging that our products were misused. Any

allegations of misuse by our customers or third parties may damage our

reputation, even if we took no part in the misuse or take immediate action to

sever ties with such customers.

We believe that our brand and reputation are critical to driving our business.

Building our brand will depend largely on our ability to continue to provide top-

tier service, including high quality products at appropriate price points, which

we may not do successfully. Negative reviews or publicity about our products

or business, especially on media outlets, could harm our reputation and

diminish our ability to make additional sales, which would adversely affect our

business, financial condition, and results of operations.

We depend on patents and proprietary rights that may fail to

protect our business.

Our success depends to a large extent on our ability to develop proprietary

products and technologies and to establish and protect our patent and

trademark rights in these products and technologies. As of December 31,

2023, we owned 303 issued patents in the United States, 251 issued patents

in Germany and 1,716 issued patents in other major industrialized countries. In

addition, as of December 31, 2023, we had 360 pending patent applications,

and we intend to file applications for additional patents as our products and

technologies are developed. The patent positions of technology-based

companies involve complex legal and factual questions and may be uncertain,

and the laws governing the scope of patent coverage and the periods of

enforceability of patent protection are subject to change. In addition, patent

applications in the United States are maintained in secrecy until patents issue,

and publication of discoveries in the scientific or patent literature tends to lag

behind actual discoveries by several months. Therefore, no assurance can be

given that patents will issue from any patent applications that we own or

license, or if patents do issue, that the claims allowed will be sufficiently broad

to protect our technology. In addition, no assurance can be given that any

issued patents that we own or license will not be challenged, invalidated or

circumvented, or that the rights granted thereunder will provide us competitive

advantages. Further, as issued patents expire, we may lose some competitive

advantage as others develop competing products and as a result, we may lose

revenue.

Some of our products incorporate patents and technologies that are licensed

from third parties and for certain products, these in-licensed patents together

with other patents provide us with a competitive advantage. These licenses

impose various commercialization, sub-licensing and other obligations on us.

Our failure to comply with these requirements could result in the conversion of

the applicable license from being exclusive to non-exclusive or, in some cases,

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termination of the license, and as a result, we may lose some competitive

advantage and experience a loss of revenue.

We also rely on trade secrets and proprietary know-how, which we seek to

protect through confidentiality agreements with our employees and consultants.

There can be no assurance that any confidentiality agreements that we have

with our employees, consultants, outside scientific collaborators and sponsored

researchers and other advisors will provide meaningful protection for our trade

secrets or adequate remedies in the event of unauthorized use or disclosure of

such information. There can also be no assurance that our trade secrets will not

otherwise become known or be independently developed by competitors.

We currently engage in, and may continue to engage in, collaborations with

academic researchers and institutions. There can be no assurance that under

the terms of such collaborations, third parties will not acquire rights in certain

inventions developed during the course of these collaborations.

Our business exposes us to potential product liability.

The marketing and sale of our products and services for certain applications

entail a potential risk of product liability. Although we are not currently subject

to any material product liability claims, product liability claims may be brought

against us in the future. Further, there can be no assurance that our products

will not be included in unethical, illegal or inappropriate research or

applications, which may in turn put us at risk of litigation. We carry product

liability insurance coverage, which is limited in scope and amount. There can

be no assurance that we will be able to maintain this insurance at a reasonable

cost and on reasonable terms, or that this insurance will be adequate to protect

us against any or all potential claims or losses.

We are subject to various laws and regulations generally applicable to

businesses in the different jurisdictions in which we operate, including laws and

regulations applicable to the handling and disposal of hazardous substances.

The risk of accidental contamination or injury from these materials cannot be

completely eliminated. In the event of such an accident, we could be held liable

for any damages that result, and any such liability could have a material

adverse impact on us.

Our operating results may vary significantly from period to

period and this may affect the market price of our Common

Shares.

Our operating results may vary significantly from quarter to quarter, and also

year to year, since they are dependent upon a broad range of factors that

include demand for our products, the level and timing of customer research

budgets and commercialization efforts, the timing of government funding

budgets of our customers, the timing of our research and development activities

and related regulatory approvals, the impact of sales and marketing expenses,

restructuring activities, introduction of new products by us or our competitors,

competitive market conditions, exchange rate fluctuations and general

economic conditions. Our expense levels are based in part on our expectations

as to future sales trends. As a result, sales and earnings may vary significantly

from quarter to quarter or from year to year, and actual sales and earnings

results in any one period will not necessarily be indicative of results to be

anticipated in subsequent periods. Our results may also fail to meet or exceed

the expectations of securities analysts or investors, which could cause a decline

in the market price of our Common Shares.

Our holding company structure makes us dependent on the

operations of our subsidiaries.

QIAGEN N.V. is incorporated under Dutch law as a public limited liability

company (naamloze vennootschap), and is organized as a holding company.

Currently, the material assets are the outstanding shares of the QIAGEN

subsidiaries, intercompany receivables and other financial assets such as cash,

short-term investments and derivative instruments. As a result, QIAGEN N.V. is

dependent upon payments, dividends and distributions from the subsidiaries for

funds to pay operating and other expenses as well as to pay future cash

dividends or distributions, if any, to holders of our Common Shares. Dividends

or distributions by subsidiaries in a currency other than the U.S. dollar may

result in a loss upon a subsequent conversion into U.S. dollars.

Our Common Shares may have a volatile public trading price.

The market price of our Common Shares since our initial public offering in

September 1996 has increased significantly and been highly volatile. Since

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January 10, 2018, our shares have been listed on the New York Stock

Exchange (NYSE). Before that, our shares were listed on the NASDAQ through

January 9, 2018. In the last two years, the price of our Common Shares has

ranged from a high of $55.12 to a low of $34.74. On the Frankfurt Stock

Exchange our Common Shares have ranged from a high of €49.37 to a low of

€32.74 during the last two years.

In addition to overall stock market fluctuations, factors that may have a

significant impact on the price of our Common Shares include:

•announcements of technological innovations or the introduction of new

products by us or our competitors;

•developments in our relationships with collaborative partners;

•quarterly variations in our operating results or those of our peer companies;

•changes in government regulations, tax laws or patent laws;

•developments in patent or other intellectual property rights;

•developments in government spending budgets for life sciences-related

research;

•general market conditions relating to the diagnostics, applied testing,

pharmaceutical and biotechnology industries; and

•impact from foreign exchange rates.

The stock market has from time to time experienced extreme price and trading

volume fluctuations that have particularly affected the market for technology-

based companies. These fluctuations have not necessarily been related to the

operating performance of these companies. These broad market fluctuations

may adversely affect the market price of our Common Shares.

Holders of our Common Shares should not expect to receive

dividend income.

QIAGEN has not paid an annual dividend since its inception, and does not

intend to implement one at this time. However, in January 2017 and January

2024 we completed synthetic share repurchases that combined direct capital

repayments with reverse stock splits. Although we do not anticipate paying any

cash dividends on a regular basis, the distribution of cash through another

synthetic share repurchase in a currency other than the U.S. dollar will be

subject to the risk of foreign currency transaction losses. Investors should not

invest in our Common Shares if they are seeking dividend income; the only

return that may be realized through investing in our Common Shares would be

through an appreciation in the share price.

Future sales and issuances of our Common Shares could

adversely affect our stock price.

Any future sale or issuance of a substantial number of our Common Shares in

the public market, or any perception that a sale may occur, could adversely

affect the market price of our Common Shares. Under Dutch law, a company

can issue shares up to its authorized share capital provided for in its Articles of

Association. Pursuant to our Articles of Association, our authorized share

capital amounts to EUR 9.0 million, which is divided into 410.0 million

common shares, 40.0 million financing preference shares and 450.0 million

preference shares, with all shares having a EUR 0.01 par value. As of

December 31, 2023, a total of approximately 228.2 million Common Shares

were outstanding along with approximately 20.9 million Common Shares

reserved under our stock plans as of December 31, 2023, including the shares

subject to outstanding awards. Additionally, an aggregate of 17.1 million

shares of Common Shares or up to a maximum of 27.0 million shares, subject

to customary adjustments under certain circumstance, may be issued upon

conversion of debt or warrants. The majority of our outstanding Common

Shares may be sold without restriction, except shares held by our affiliates,

which are subject to certain limitations on resale.

Shareholders who are United States residents could be subject to

unfavorable tax treatment.

We may be classified as a “passive foreign investment company”, or a PFIC,

for U.S. federal income tax purposes if certain tests are met. Our treatment as a

PFIC could result in a reduction in the after-tax return to holders of Common

Shares and would likely cause a reduction in the value of these shares. If we

were determined to be a PFIC for U.S. federal income tax purposes, highly

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complex rules would apply to our U.S. shareholders. We would be considered

a PFIC with respect to a U.S. shareholder if for any taxable year in which the

U.S. shareholder held the Common Shares, either (i) 75% or more of our gross

income for the taxable year is passive income; or (ii) the average value of our

assets (during the taxable year) which produce or are held for the production of

passive income is at least 50% of the average value of all assets for such year.

Based on our income, assets and activities, we do not believe that we were a

PFIC for U.S. federal income tax purposes for our taxable year ended

December 31, 2023, and do not expect to be a PFIC for the current taxable

year or any future taxable year. No assurances can be made, however, that

the Internal Revenue Service will not challenge this position or that we will not

subsequently become a PFIC.

Provisions of our Articles of Association and Dutch law and an

option we have granted may make it difficult to replace or

remove management and may inhibit or delay a takeover.

Our Articles of Association (Articles) provide that our shareholders may only

suspend or dismiss our Managing Directors and Supervisory Directors against

their wishes with a vote of two-thirds of the votes cast if such votes represent

more than 50% of our issued share capital. If the proposal was made by the

joint meeting of the Supervisory Board and the Managing Board, a simple

majority is sufficient. The Articles also provide that if the members of our

Supervisory Board and our Managing Board have been nominated by the joint

meeting of the Supervisory Board and Managing Board, shareholders may only

overrule this nomination with a vote of two-thirds of the votes cast if such votes

represent more than 50% of our issued share capital.

Certain other provisions of our Articles allow us, under certain circumstances, to

prevent a third party from obtaining a majority of the voting control of our

Common Shares through the issuance of Preference Shares. Pursuant to our

Articles and the resolution adopted by our General Meeting of Shareholders,

our Supervisory Board is entitled to issue Preference Shares in case of an

intended takeover of our company by (i) any person who alone or with one or

more other persons, directly or indirectly, have acquired or given notice of an

intent to acquire (beneficial) ownership of an equity stake which in aggregate

equals 20% or more of our share capital then outstanding or (ii) an “adverse

person” as determined by the Supervisory Board. If the Supervisory Board

opposes an intended takeover and authorizes the issuance of Preference

Shares, the bidder may withdraw its bid or enter into negotiations with the

Managing Board and/or Supervisory Board and agree on a higher bid price

for our Shares.

In 2004, we granted an option to the Stichting Preferente Aandelen QIAGEN,

or the Foundation (Stichting), subject to the conditions described in the

paragraph above, which allows the Foundation to acquire Preference Shares

from us. The option enables the Foundation to acquire such number of

Preference Shares as equals the number of our outstanding Common Shares at

the time of the relevant exercise of the option, less one Preference Share. When

exercising the option and exercising its voting rights on these Preference

Shares, the Foundation must act in our interest and the interests of our

stakeholders. The purpose of the Foundation option is to prevent or delay a

change of control that would not be in the best interests of our stakeholders. An

important restriction on the Foundation’s ability to prevent or delay a change of

control is that a public offer must be announced by a third party before it can

issue (preference or other) protective shares that would enable the Foundation

to exercise rights to 30% or more of the voting rights without an obligation to

make a mandatory offer for all shares held by the remaining shareholders. In

addition, the holding period for these shares by the Foundation is restricted to

two years, and this protective stake must fall below the 30% voting rights

threshold before the two-year period ends.

Note Regarding Forward-Looking Statements and Risk Factors

Our future operating results may be affected by various risk factors, many of

which are beyond our control. Certain statements included in this Annual Report

and the documents incorporated herein by reference may be forward-looking

statements within the meaning of Section 27A of the U.S. Securities Act of

1933, as amended, and Section 21E of the U.S. Securities Exchange Act of

1934, as amended, including statements regarding potential future net sales,

gross profit, net income and liquidity. These statements can be identified by the

use of forward-looking terminology such as “believe”, “hope”, “plan”, “intend”,

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“seek”, “may”, “will”, “could”, “should”, “would”, “expect”, “anticipate”,

“estimate”, “continue” or other similar words. Reference is made in particular to

the description of our plans and objectives for future operations, assumptions

underlying such plans and objectives, and other forward-looking statements.

Such statements are based on management’s current expectations and are

subject to a number of factors and uncertainties that could cause actual results

to differ materially from those described in the forward-looking statements. We

caution investors that there can be no assurance that actual results or business

conditions will not differ materially from those projected or suggested in such

forward-looking statements as a result of various factors. Factors which could

cause such results to differ materially from those described in the forward-

looking statements include those set forth in the risk factors above. As a result,

our future success involves a high degree of risk. When considering forward-

looking statements, you should keep in mind that the risk factors could cause

our actual results to differ significantly from those contained in any forward-

looking statement.

Quantitative and Qualitative Disclosures About

Market Risk

Derivatives and Hedging

In the ordinary course of business, we use derivative instruments, including

swaps, forwards and / or options, to manage potential losses from foreign

currency exposures and variable rate debt. The principal objective of such

derivative instruments is to minimize the risks and / or costs associated with

global financial and operating activities. We do not utilize derivative or other

financial instruments for trading or speculative purposes. We recognize all

derivatives as either assets or liabilities on the balance sheet, measure those

instruments at fair value and recognize the change in fair value in earnings in

the period of change, unless the derivative qualifies as an effective hedge that

offsets certain exposures. In determining fair value, we consider both the

counterparty credit risk and our own creditworthiness, to the extent that the

derivatives are not covered by collateral agreements with the respective

counterparties. To determine our own credit risk, we estimated our own credit

rating by benchmarking the price of our outstanding debt to publicly available

comparable data from rated companies. Using the estimated rating, we

quantify our credit risk by reference to publicly traded debt with a

corresponding rating.

Foreign Currency Derivatives

As a globally active enterprise, we are subject to risks associated with

fluctuations in foreign currencies in our ordinary operations. This includes

foreign currency-denominated receivables, payables, debt and other balance

sheet positions including inter-company items. We manage our balance sheet

exposure on a group-wide basis using foreign exchange forwards, options and

cross-currency swaps.

Interest Rate Derivatives

We use interest rate derivative contracts on certain borrowing transactions to

hedge interest rate exposures. We have previously entered into interest rate

swaps in which we agree to exchange, at specified intervals, the difference

between fixed and floating interest amounts calculated by reference to an

agreed-upon notional principal amount.

We also make use of economic hedges. Further details of our derivative and

hedging activities can be found in Note 14 "Derivatives and Hedging" in the

accompanying consolidated financial statements.

Our market risk relates primarily to interest rate exposures on cash, short-term

investments and borrowings, and foreign currency exposures. Financial risk is

centrally managed and is regulated by internal guidelines which require a

continuous internal risk analysis. The overall objective of our risk management

is to reduce the potential negative earnings effects from changes in interest and

foreign exchange rates. Exposures are managed through operational methods

and financial instruments relating to interest rate and foreign exchange risks. In

the ordinary course of business, we use derivative instruments, including swaps,

forwards and/or options, to manage potential losses from foreign currency

exposures and interest rates. The principal objective of such derivative

instruments is to minimize the risks and/or costs associated with global

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financial and operating activities. We do not utilize derivative or other financial

instruments for trading or other speculative purposes. All derivatives are

recognized as either assets or liabilities in the balance sheet and are measured

at fair value with any change in fair value recognized in earnings in the period

of change, unless the derivative qualifies as an effective hedge that offsets

certain exposures. In determining fair value, we consider both the counterparty

credit risk and our own creditworthiness, to the extent that the derivatives are

not covered by collateral agreements with the respective counterparties.

Further details of our derivative and hedging activities can be found in Note 14

"Derivatives and Hedging" in the accompanying consolidated financial

statements.

Interest Rate Risk

We use interest rate derivatives to align our portfolio of interest-bearing assets

and liabilities with our risk management objectives.

At December 31, 2023, we are party to cross-currency interest rate swaps

through 2025 for a total notional amount of €180.0 million under which we

exchange, at specified intervals, the difference between the euro and USD

interest amounts calculated on their respective fixed rates by reference to an

agreed-upon euro and USD notional principal amounts. Also at December 31,

2023, we are party to cross-currency interest rate swaps through 2025 for a

total notional amount of CHF 542.0 million under which we exchange, at

specified intervals, the difference between the CHF and USD interest amounts

calculated on their respective fixed rates by reference to an agreed-upon CHF

and USD notional principal amounts.

At December 31, 2023, we had $668.1 million in cash and cash equivalents

as well as $389.7 million in short-term investments. Interest income earned on

our cash investments is affected by changes in the relative levels of market

interest rates. We only invest in high-grade investment instruments. A

hypothetical adverse 10% movement in market interest rates would have

impacted our financial statements by approximately $5.7 million.

Borrowings against lines of credit are at variable interest rates. We had no

amounts outstanding against our lines of credit at December 31, 2023.

A hypothetical adverse 10% movement in market interest rates would not have

materially impacted our financial statements.

At December 31, 2023, we had $1.5 billion in long-term debt of which

$245.5 million is floating interest rate debt. A hypothetical adverse 10%

movement in market interest rates would not have materially impacted our

financial statements, as the increased interest expense would have been

completely offset by increased interest income from our variable rate financial

assets.

Foreign Currency Exchange Rate Risk

As a global enterprise, we are subject to risks associated with fluctuations in

foreign currencies with regard to our ordinary operations. This includes foreign

currency-denominated receivables, payables, debt and other balance sheet

positions as well as future cash flows resulting from anticipated transactions

including intra-group transactions. We manage our balance sheet exposure on

a group-wide basis primarily using foreign exchange forward contracts, options

and cross-currency swaps.

Russia's February 2022 invasion of Ukraine and the sanctions imposed in

response have led to a decline in the value of the ruble which is expected to

remain highly volatile. In 2022, we suspended our activities in Russia. As of

April 1, 2022, the results of our subsidiary in Türkiye are reported under highly

inflationary accounting as the prior three-years cumulative inflation rate

exceeded 100 per cent.

A significant portion of our revenues and expenses are earned and incurred in

currencies other than the U.S. dollar. The euro is the most significant such

currency, with others including the, British pound, Chinese renminbi, Japanese

yen, and Swiss franc. Fluctuations in the value of the currencies in which we

conduct our business relative to the U.S. dollar have caused and will continue

to cause U.S. dollar translations of such currencies to vary from one period to

another. Due to the number of currencies involved, the constantly changing

currency exposures, and the potential substantial volatility of currency exchange

rates, we cannot predict the effect of exchange rate fluctuations upon future

operating results. In general terms, depreciation of the U.S. dollar against our

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other foreign currencies will increase reported net sales. However, this effect is,

at least partially, offset by the fact that we also incur substantial expenses in

foreign currencies.

We have significant production and manufacturing facilities located in

Germany and inter-company sales of inventory also expose us to foreign

currency exchange rate risk. Inter-company sales of inventory are generally

denominated in the local currency of the subsidiary purchasing the inventory in

order to centralize foreign currency risk with the manufacturing subsidiary. We

use an in-house bank approach to net and settle inter-company payables and

receivables, as well as inter-company foreign exchanged swaps and forward

contracts in order to centralize the foreign exchange rate risk to the extent

possible. We have entered in the past and may enter in the future into foreign

exchange derivatives including forwards, swaps and options to manage the

remaining foreign exchange exposure.

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk

are cash and cash equivalents, financial assets, and accounts receivable. We

attempt to minimize the risks related to cash and cash equivalents and financial

assets by dealing with highly rated financial institutions, and investing in a

broad and diverse range of financial instruments.

We have established guidelines related to credit quality and maturities of

investments intended to maintain safety and liquidity. Concentration of credit

risk with respect to accounts receivable is limited due to a large and diverse

customer base, which is dispersed over different geographic areas. Allowances

are maintained for potential credit losses and such losses have historically been

within expected ranges. There were no significant concentrations of credit risk

during the reporting period. The maximum exposure to credit risk is represented

by the carrying amount of each financial asset in the statement of financial

position.

Credit risk is managed on a Company basis, except for credit risk relating to

accounts receivable balances. Each local entity is responsible for managing

and analyzing the credit risk for each of their new clients before standard

payment and delivery terms and conditions are offered.

Counterparty Risk

The financial instruments used in managing our foreign currency, equity and

interest rate exposures have an element of risk in that the counterparties may be

unable to meet the terms of the agreements. To the extent that derivatives are

not subject to mutual collateralization agreements, we attempt to minimize this

risk by limiting the counterparties to a diverse group of highly rated

international financial institutions.

The carrying values of our financial instruments incorporate the non-

performance risk by using market pricing for credit risk.

However, we have no reason to believe that any counterparties will default on

their obligations and therefore do not expect to record any losses as a result of

counterparty default. In order to minimize our exposure with any single

counterparty, we have entered into all derivative agreements, with the

exception of the Call Spread Overlay, under master agreement which allow us

to manage the exposure with the respective counterparty on a net basis. Most

of these master agreements, include bilateral collateral agreements.

Commodities

We have exposure to price risk related to anticipated purchases of certain

commodities used as raw materials in our business.

A change in commodity prices may alter the gross margin, but due to the

limited exposure to any single raw material, a price change is unlikely to have

a material unforeseen impact on earnings.

However, the volatility in product availability and pricing continued in 2023,

and we expect some level of market constraints to continue in 2024.

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Sustainability

Profile and business model

As a leading provider of Sample to Insight solutions, we realize our vision of

making improvements in life possible by supporting our global customers across

the molecular diagnostic and life science markets. Our products are used to

advance science and improve outcomes for patients around the world. We are

committed to being a sustainable business and consider the views of our

stakeholders – customers, employees, authorities, regulators, suppliers, and

shareholders – in how we operate. Details about our business, operating

environment and products are included in the section Business and Operating

Environment.

Building a sustainable business

In 2023, our growth strategy continues to be anchored in our Five Pillars of

Growth:

•Sample technologies

•The digital PCR (Polymerase Chain Reaction) platform QIAcuity

•The clinical PCR automation solutions QIAstat-Dx

•The clinical PCR automation solutions NeuMoDx

•The QuantiFERON technology platform used to detect diseases (such as

latent tuberculosis)

Since 2017, we have focused on integrating sustainability throughout the entire

value chain and aligning our vision with a sustainable business which includes

reducing our impact on the environment and minimizing the carbon footprint of

our products. Our key strategic sustainability activities target increasing

numbers of women in leadership positions, reducing our emissions, avoiding

cyber security incidents, and ensuring a consistent 100% completion rate for

new employee compliance trainings and the commitment of our strategic

suppliers to sustainable improvement goals.

General Approach to Sustainability

Sustainability governance

Aligning the QIAGEN vision with sustainable business

QIAGEN plays a vital role in helping to advance our understanding about the

building blocks of life – DNA, RNA, and proteins. Our products are used to

advance science and improve outcomes for patients around the world. This is

underscored by our vision of “making improvements in life possible”, which

extends to our commitment of being a sustainable business ensuring that we do

not negatively impact our environment, community or society as a whole. We

take into consideration the views of our stakeholders in making decisions on the

way to operate our business. Our approach to sustainability is to consider our

actual or potential positive and negative impacts throughout each area of our

business. In line with our vision of making improvements in life possible, we

have a commitment to deliver the best possible portfolio of product and services

while leaving the smallest possible footprint on our planet. From whom we

source to how we produce, we approach each step with the intention to do so

in a sustainable way. We know our people are our most critical asset and we

care about them - from their working environment to career development and

opportunity. We aim to attract and retain talents that contribute to our vibrant

workforce and our culture of empowerment.

Sustainability anchored in two-tier corporate governance

structure

The Nomination & Environmental, Social, and Governance (ESG) Committee, a

dedicated Supervisory Board Committee, oversees the strategy, development

and performance measurements of our sustainability initiatives. The strength of

the committee lies in the extensive leadership experience of its current members,

as each one of them has served as either the CEO or CFO of publicly listed

companies. (Refer to Corporate Governance and our website for more details,

including the Nomination & ESG Committee charter.) Their background equips

them with a profound understanding of the intricate business implications

associated with sustainability targets, the imperative need for effective risk

management, and the comprehensive reporting requirements spanning both

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financial and non-financial domains. The Nomination & ESG Committee

reviews the operational activities of the Corporate ESG Committee, a cross-

functional team with representatives from across the Company. The Corporate

ESG Committee is led by our Head of ESG Strategy & Impacts Programs under

the supervision of the Executive Committee. This Committee formulates and

secures approval for our sustainability strategy and actively drives its

implementation throughout the year. Additionally, a key responsibility of the

Corporate ESG Committee is to inform the Audit Committee and Nomination &

ESG Committee about new or updated regulatory requirements, such as the

Corporate Sustainability Reporting Directive (CSRD), the EU Taxonomy and the

German Supply Chain Act. In October 2023, the Corporate ESG Committee

conducted a regulatory update with the Audit and Nomination & ESG

Committees and instructed attendees on the relevant requirements from these

three upcoming regulations. This update served to equip the Supervisory Board

with the necessary information to guide their role in overseeing the effectiveness

of internal controls and the risk management system pertaining to sustainability

reporting. The Executive Committee receives updates on the progress of the

implementation of the sustainability strategy and on regulatory changes on a

quarterly basis while the Supervisory Board is informed of these updates at

least twice a year. In 2023, the Corporate ESG Committee met with the

Nomination & ESG Committee twice to review and approve the sustainability

strategy, its implementation plan and the content of the Sustainability Statement

that is disclosed in the Management Report.

The significance of sustainability within QIAGEN is firmly embedded in our

culture and linked through the compensation system, wherein ESG objectives

are incorporated into the annual Team Goals. These goals serve as the

foundation for a substantial portion of variable short-term incentive

compensation for our global workforce and the Managing Board. In

acknowledgment of the paramount importance of sustainability, we have

elevated the weight and influence of these objectives in line with our

sustainability aspirations, a commitment that aligns with our broader promises

on ESG matters.

Risk management and internal controls over sustainability

reporting

Our risk management approach is discussed under section Risks and Risk

Management. To ensure that newly established sustainability topics are

integrated into the risk management approach, specialized teams were

collaboratively formed in 2023 comprised of representatives from the owners of

material topics and the ESG Reporting team. These teams included experts from

global functions such as Accounting, ESG, U.S. Securities Exchange

Commission (SEC) Reporting, and Corporate Communications. During the

2023 reporting process, provided guidance by these teams on process

requirements was applied by all owners of material topics and documented

accordingly, including applicable reviews.

Reporting boundaries

The basis of our Sustainability reporting is defined in the EU Non-financial

Reporting Directive (2014) and the EU Corporate Sustainability Reporting

Directive (in effect since 2024), including the EU Taxonomy (partially in effect

since 2022), and the proposed EU Sustainability Reporting Standards (in effect

since 2024). The Sustainability reporting has also been aligned with the

guidelines of the Global Reporting Initiative (GRI) and has been prepared in

accordance with the GRI Standards. We also take into account the relevant

requirements of the Sustainability Accounting Standards Board (SASB) for the

Medical Equipment & Supplies industry. Where possible we follow the

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recommendations of the Task Force on Climate-Related Financial Disclosures

(TCFD). Our Sustainability Report is available on our website.

Committed to the Sustainable Development Goals

As a global company, QIAGEN supports the Sustainable Development Goals

(SDGs) of the United Nations (UN). The SDGs identify starting points for policy-

makers, businesses, and private individuals worldwide to tackle the major

challenges of our time - from resource consumption and global inequality to

climate change. The 17 SDGs and the 169 targets were adopted by all UN

member states in 2015 in what is termed the “Agenda 2030.” Companies can

make a major contribution to the implementation of the SDGs due to their

influence on the environment and society in many ways – from production to

distribution of products, the actions and behaviors of employees, and

cooperations with partners, suppliers and customers along the supply chain.

We are aware of this responsibility and want to make an impactful contribution

to the SDGs that can be influenced by our business activities.

Looking at the impact of our business activities on sustainable development, we

have identified five SDGs where QIAGEN can contribute the most:

•SDG 3 Good Health and Well Being

•SDG 5 Gender Equality

•SDG 8 Decent Work and Economic Growth

•SDG 12 Responsible Consumption and Production

•SDG 13 Climate Action

We value this alignment and the way our use of technology, resources and

knowledge contributes to the United Nation's global mission of achieving the

SDGs.

Validation of Carbon Emission Targets

Our carbon emissions targets have now been validated by the Science Based

Targets initiative (SBTi), endorsing our ambition to honor the Paris Agreement’s

climate goals.

The SBTi is a global body that enables companies to set ambitious emissions

reductions targets in line with the latest climate science. The initiative is a

collaboration between the Carbon Disclosure Project (CDP), the United Nations

Global Compact, the World Resources Institute (WRI) and the World Wide

Fund for Nature (WWF), and one of the We Mean Business Coalition

commitments. The SBTi defines and promotes best practice in science-based

target setting, offers resources and guidance to reduce barriers to adoption,

and independently assesses and approves companies’ targets. We are seeking

to achieve net-zero status by 2050 by cutting direct and indirect emissions

throughout our operations. We disclose our strategy to meet our targets in the

Sustainability Report available on our website.

Stakeholder engagement

We regard dialogue with our stakeholders as a central element in our

development and the achievement of our long-term vision. We are aware that

the shift toward a more sustainable economy and society requires intensive

dialogue and cooperation with various stakeholder groups. We welcome this

engagement and see these discussions as a way to identify important trends

and developments in society and in our business fields. We take the outcomes

of these discussions into account when shaping our business strategy as well as

our sustainability agenda and objectives.

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Environmental Responsibility

Approach to environmental protection

We make considerable investments into improving our environmental

performance, striving to prevent or mitigate negative impacts from our business

activities, products, or services. Our priority is implementing effective measures

to comply with regulations, protecting the environment, and avoiding

reputational damage or financial loss.

Minimize Carbon Footprint

Climate strategy and value chain

We recognize climate change as one of the most pressing global challenges,

bringing with it risks such as extreme weather events, changes in regulations,

and changes in customer needs and behavior. Operations could, for example,

be negatively impacted by fluctuations in the cost of raw materials,

components, freight and energy. New laws and regulations adopted in

response to climate change could cause a further rise in energy prices, as well

as the price of certain raw materials, components, packaging and

transportation. Based on our 2022 materiality analysis, dialogue with our

stakeholders and ESG ratings evaluations, we concluded that the majority of

our internal and external stakeholders, including our employees and customers,

are very conscious of environmental issues, including plastic consumption and

the recyclability and durability of products. Among others, these factors

influence our customers’ choice of supplier. We recognize that urgent action is

required and are committed to reducing our greenhouse gas emissions in line

with the EU Paris-Agreement.

Science Base Target Initiative (SBTi) Validation

In 2019 we began setting emission reduction goals, and in 2021 we

committed to reducing greenhouse gas emissions in line with the most recent

criteria set out by the SBTi. These targets have been validated and approved by

the SBTi in 2023. The SBTi has assessed our near-term and net-zero targets

against the SBTi's Net-Zero Standard Criteria and the SBTi Near-Term Target

Criteria and Recommendations (Version 5). The SBTi target validation team has

classified QIAGEN's Scope 1 and 2 target ambition and has determined that it

is in line with a 1.5°C trajectory. Our approved targets are:

•Overall Net-Zero Target: We commit to reach net-zero greenhouse gas

emissions (GHG) across the value chain by 2050 from a 2020 base year.

•Near-Term Targets: We commit to reduce absolute Scope 1 and 2 GHG

emissions 42% by 2030 from a 2020 base year. We also commit to

reducing our absolute Scope 3 GHG emissions from business travel, use of

sold products, and end-of-life treatment of sold products 25% within the same

timeframe. We further commit that 67% of our suppliers by emissions

covering purchased goods and services, capital goods and upstream

transportation and distribution will have science-based targets by 2027.

•Long-Term Targets: We commit to reduce absolute Scope 1, 2 and 3 GHG

emissions 90% by 2050 from a 2020 base year.

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Investing in People

Employees

QIAGEN’s success starts with our people. Our long-term success and growth

depend on the knowledge, skill and passion of our employees. Investing in our

people, therefore, drives our economic performance and considerably

influences the sustainability of our operations. The attraction, development and

retention of our employees is an integral factor in creating value for customers,

colleagues, partners and shareholders. During 2023, we continued our

strategic focus on being recognized as an employer of choice, which enables

us to attract, develop and retain top talents that are critical to our long-term

success.

Our Corporate Code of Conduct and Ethics provides our employees with a

clear understanding of the principles of business conduct and ethics that are

expected of them. Additionally, respect for human rights is a fundamental value

of QIAGEN. Our Human Rights Policy defines how we strive to respect and

promote human rights in our relationships with our employees, suppliers and

other stakeholders. The policies are reviewed and updated annually and are

both available on our website.

As a company headquartered in the European Union, freedom of association

and collective bargaining are cornerstones of the good relationship between

management and representatives of employees. The majority of our workforce

is employed in member states of the OSCE (Organization for Security and

Cooperation in Europe), which includes states from Europe, Central Asia and

North America. In all regions where we operate, we comply with all applicable

laws regarding freedom of association and collective bargaining and respect

local laws and regulations concerning labor relations as outlined in our Human

Rights Policy. Management believes that its relations with regional labor unions

and employees are good.

The following tables provide information on the number of employees by

geographical region and main category of activity. We acknowledge and

respect all gender identities, understanding that individuals may identify as

female, male, non-binary, or in various other ways. The gender data in the

tables in this report are presented in the female or male format.

	2023				2022
Employees by region	Female	Male	Total(1)	Percentage	Female	Male	Total	Percentage
EMEA	1,800	1,652	3,453	57.9%	1,863	1,695	3,558	57.6%
Americas	609	720	1,329	22.3%	610	760	1,370	22.2%
APAC	595	590	1,185	19.9%	632	618	1,250	20.2%
Total employees	3,004	2,962	5,967	100.0%	3,105	3,073	6,178	100.0%
	50.3%	49.6%			50.3%	49.7%

(1) As of December 31, 2023, one employee identified their gender as non-binary or chose not to disclose.

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Employees by function	2023	2022	2021
Production	28%	29%	30%
Research & Development	18%	17%	16%
Sales	37%	37%	37%
Marketing	6%	6%	6%
Administration	11%	11%	11%
Total	100%	100%	100%

In 2023, the number of employees working in production decreased as

business conditions continued to reset following the significant ramp-up of

production during the COVID-19 pandemic when we employed workers for this

specific need under limited time contracts.

Depending on local laws and customs, there are different types of employment

ranging from long-term fixed contracts to temporary positions. In addition, part-

time, full-time and temporary employees may have access to benefits that offer

flexible time and programs for parents following childbirth and during

schooling, for example. In 2023, part-time employees represented 5.7% of our

workforce and temporary employees, with a fixed-term work contract

representing 7.3%.

Employee Attraction and Development

QIAGEN´s goal is to be the industry employer of choice by attracting,

developing and retaining diverse top talent. Enabling a fair, respectful and

inclusive work environment is embedded in our culture. To drive our economic

performance and create value, we focus on building excellent teams with

remarkable talents. To adapt in the competitive field of talent attraction, the

global Talent Acquisition Policy has been revised in line with an improved

Talent Acquisition Strategy to enhance the global overall recruiting process, the

commitment to diversity and inclusion, our internal application processes, work

with hiring agencies, and adherence to official regulations.

We strive to create a work environment that empowers and involves employees

at all levels. In 2023, we continued our global QIAGEN EMPOWER cultural

change initiative, originally launched in 2021 with voluntary ambassadors who

actively facilitated discussions and practices around empowerment. The

EMPOWER initiative aims at fostering inclusive networks and inspiring a culture

of empowerment. The initiative also serves as a foundation for the professional

and personal development of each employee. Our goal is to provide our

employees with opportunities to develop, be venturesome, think and act long-

term and, at the same time, motivate them to perform to the best of their ability

with discipline, empathy and trust. We seek to inspire our people to grow so

they have the right mindset and skills to thrive and achieve both professional

and personal objectives. With our focus on performance management,

employee, career and leadership development, we seek to foster effectiveness

and performance. As anchored in our formal coaching guidelines, we

empower every employee and encourage them to take on the responsibility for

their learning and personal growth.

The talent, skills and passion of our employees are key to our success and value

creation. The opportunity to develop personally and professionally is a core

aspiration, both for employees who have recently joined QIAGEN and for

those who have been with QIAGEN for quite some time. Our objective is to

foster a learning culture that gives our employees the opportunity to develop

their own unique career paths while collectively enhancing our ability to

achieve our business objectives and secure a robust pipeline of talent to deliver

on our long-term strategies.

Diversity & Inclusion

At QIAGEN, we firmly believe that diverse teams are the cornerstone of our

success. We recognize that a variety of perspectives, ideas and approaches

foster innovation and drive our business forward. Our commitment to diversity

and inclusion is steadfast, as we strive to cultivate an environment where every

employee feels valued and empowered to contribute their unique talents and

experiences.

Regardless of age, educational background, gender, sexual orientation, gender

identity, nationality, ethnicity, veteran status, abilities, religion, or any other

distinguishing characteristic protected by law, we are dedicated to providing

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equal opportunities for all. We firmly believe that diversity is not only a moral

imperative but also a competitive advantage that propels us forward.

Central to our diversity and inclusion efforts is our Executive Council of Equal

Opportunity (ECEO), a diverse body of volunteers from across the company,

including executives, managers and individual contributors. This cross-functional

council oversees our initiatives aimed at fostering diversity and inclusion within

our organization.

In 2018, we started our strategic initiative on gender diversity with a focus on

improving the number of women in management. The participation of women

in management roles increased from approximately 28% in 2018 to 36% in

2023 (2022: 35%). This was achieved because of strategic initiatives to drive

awareness, engagement and development of better gender representation

among our management team. We continue to work towards gender parity,

and it is our goal to achieve at least 40% of women in management in the mid-

term in accordance with our Gender Diversity Policy.

Occupational Health and Safety

Safe workplaces and healthy employees are a top priority at QIAGEN. All

employees are required to adhere to local and global health and safety

procedures and practices. We place the health and safety of our employees

above all other considerations and have introduced multiple measures to foster

a serious culture of safety awareness. Our Global Environment, Health and

Safety team (EHS team) oversees the conscientious implementation of global

EHS policies and procedures. Our local EHS teams constantly manage and

monitor site-specific occupational health and safety risks and activities.

Global processes include the implementation of a Global EHS Management

system based on the ISO45001 standard. The EHS management system aims

to reduce health and safety risks, related injuries, illness and unplanned events

within our business operations to minimize safety risks for employees. All

employees, service providers and company-managed contractors are required

to follow the standards and requirements in our EHS management system.

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Serving Society

Making improvements in life possible is our vision. As a global provider of

resources and tools in molecular testing, we continue to contribute to improving

human health by ensuring communities around the world have access to our

products and solutions. Our global reach extends to encompass public health

organizations and commercial partners in more than 170 countries. We strive

to provide innovative solutions to our customers and their patients by delivering

high-quality products and modern technologies that enable new insights for

scientific research, forensics, food safety or better informed treatment decisions.

Quality and product safety

QIAGEN stands for quality. Since our founding in 1984, our products are

manufactured and distributed in compliance with global regulatory

requirements. Our processes are designed to set state-of-the-art usability

standards and are verified and validated according to their intended purpose.

All processes at QIAGEN are customer- and patient-oriented. Our activities are

systematically and consistently integrated into cross-functional end-to-end

processes. Based on collected insights and facts, reliable and sound

information, and relevant measured data, we continuously monitor and improve

our processes. This assures effectiveness and efficiency of our Quality

Management System (QMS).

Customer Satisfaction

We are committed to continually improving our customers’ experiences, taking

into account their evolving needs and expectations. Since our products extend

across different market segments, our customers have some common

overlapping needs but also hold market-specific expectations for the use of our

products and services. We strive to exceed customer expectations and establish

trustful relationships that translate into customer loyalty, allowing us to best

market our current and developing product portfolio across an established,

diverse set of customers.

Access to Healthcare

Improving access to diagnostics remains one of the world’s greatest healthcare

challenges. Our vision of Access to Healthcare is to ensure that every person

who may benefit from a QIAGEN testing solution has access to one, regardless

of where they live in the world and regardless of their economic status or

background. Our commitment to Access to Healthcare is focused on three

pillars: Accessibility, Affordability and Collaboration, with special focus on

therapeutic areas that disproportionately affect vulnerable populations,

including elimination of Tuberculosis (TB), HIV, COVID-19, Human Papilloma

Virus (HPV), and MPOX, among other infectious and neglected diseases. As

described in our Access to Healthcare policy, our Global Public Health Task

Force (GPHTF) is the highest governing body, responsible for oversight of

QIAGEN’s Access to Healthcare strategy and objectives, including allocation of

resources and overseeing project expansion in crucial regions. The GPHTF is

composed of a diverse population of employees, with representation from each

sales region encompassing APAC, EMEA, and the Americas. It also integrates

members from every functional domain in Molecular Diagnostics, Life Sciences,

and QIAGEN Digital Insights. While public health touches every region,

particular consideration is given to Low and Middle-Income Countries (LMICs)

where global health access pricing of our products is offered.

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Ensuring Business with Integrity

As a publicly listed company with international operations, we are subject to

regulations in various jurisdictions. Unethical behavior and non-compliance with

laws and regulations has the potential to seriously harm our business, our

reputation, our shareholders, and expose our employees to personal liability.

We have established a comprehensive Compliance Program which is overseen

by the Global Compliance Manager and the Compliance Committee, under the

leadership of the Head of Global Legal Affairs and Compliance, who reports in

this function directly to the Audit Committee of the Supervisory Board. The

Compliance Committee consists of managers from Legal, Internal Audit, Human

Resources, SEC Reporting, Clinical and Medical Affairs, and Trade

Compliance.

The Compliance Committee is responsible for our Corporate Code of Conduct

and Ethics, which is updated annually, supplements specific policies for our

employees, and meets the requirements of the SEC and the NYSE Listed

Company Manual. The Corporate Code of Conduct and Ethics applies to all

employees including the chief executive officer, chief financial officer, the

principal accounting officer or controller, and other persons performing similar

functions. The full text of our Corporate Code of Conduct and Ethics can be

found on our website, www.qiagen.com, on the Compliance page under

Investor Relations.

QIAGEN Integrity Line

Our hotline for the good faith reporting of violations of the law or our

compliance policies is in accordance with the applicable German

Whistleblower Act (Hinweisgeberschutzgesetz), the U.S. Sarbanes-Oxley Act,

and the listing standards of the NYSE. We follow a strict non-retaliation policy.

Upon identification of a report, we diligently investigate all such complaints and

protect the anonymity of the complainant to ensure protection from retaliation

as well as to secure the employment status of the complainant. We also offer a

direct email and telephone hotline for employees to communicate questions or

make suggestions for our Compliance Program.

In 2023, we updated our Whistleblower Policy to allow compliance- or audit-

related complaints to be collected from outside the organization and not limited

to only reports by employees. The new QIAGEN Integrity line is accessible via

the QIAGEN Website. It is open for all persons or groups of persons who are

directly or indirectly affected by human rights or environmental risks or

violations within QIAGEN’s own business area or within QIAGEN’s supply

chains. A written or oral report can be submitted via the digital reporting

system, with text available in 19 languages.

Conflict minerals

U.S. legislation has been enacted to improve transparency and accountability

concerning the sourcing of conflict minerals from mines located in the conflict

zones of the Democratic Republic of Congo (DRC) and its adjoining countries.

Conflict minerals comprise tantalum, tin, tungsten (or their ores) and gold.

Certain of our instrumentation product components that we purchase from third

party suppliers contain gold. This U.S. legislation requires manufacturers, such

as us, to investigate our supply chain and disclose if there is any use of conflict

minerals originating in the DRC or adjoining countries. We conduct due

diligence measures annually to determine the presence of conflict minerals in

our products and the source of any such conflict minerals. Because we do not

purchase conflict minerals directly from smelters or refineries, we rely on our

suppliers to specify to us their conflict minerals sources and declare their conflict

minerals status. We disclosed our most recent conflict minerals findings to the

Securities Exchange Commission for the calendar year ending December 31,

2022, on Form SD on May 30, 2023, and will provide updated disclosure to

the Securities Exchange Commission as required.

Human Rights

Respect for human rights is an essential component of promoting sustainability

in our global business. As a publicly listed company with international

operations, we regard ourselves as a responsible corporate citizen in all the

countries and regions where we do business. This role includes rights and

obligations governed by international and national law, with human rights as

one of the foundational elements. Our Human Rights Policy is designed to

provide guidance on all human rights issues in our sphere of influence,

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including our relationships with customers, employees and in our supply chain.

Our Human Rights Policy can be found on our sustainability webpage.

Data and Cyber Security

Considering the increasingly challenging cyber threat landscape, the realities of

a remote workforce and our steadily progressing digitalization efforts, cyber

security remains an important topic for our organization. We have made

investments to improve the cyber-resilience of our organization, products and

services. Preserving the trust of our customers, partners and employees is our

goal.

Despite our security measures, the risk of data breaches remains. Potential

incidents can have severe ramifications including financial loss, reputational

damage, and legal penalties. Cyber-attacks, such as ransomware, can cause

significant operational disruptions, impeding the timely delivery of services and

products and potentially impacting our commitments to our stakeholders. We

are aware that some of the data we are processing, if leaked, may harm the

trust of the general public, our partners and customers. Our cyber security

program, therefore, aims to implement robust measures ensuring the

confidentiality, availability and integrity of critical data and services.

Our cyber security efforts are based on the ISO 27001 standard and

incorporate the Information Security Forum "Standard of Good Practice for

Information Security." Global cyber security and privacy requirements are

actively monitored for and discussed as part of our Cyber Security Council as

well as during Data Protection Committee meetings, both held multiple times a

year.

To facilitate information and knowledge exchange, QIAGEN has joined well-

known industry and governmental cyber security communities like the

Information Security Forum (ISF), Allianz fuer Cyber-Sicherheit and Health-ISAC.

Our Cyber Security Team consists of members with varying professional,

educational, cultural and industry backgrounds, as well as a balanced mix of

technical and managerial skills. We encourage and support our cyber security

employees to further develop their skill set and participate in relevant security

industry and community activities.

Our cyber security program considers evolving business requirements,

regulatory guidance, and emerging threats. We have supporting privacy and

cyber security policies and guidelines in place, which are reviewed and

approved as part of our Cyber Security Council and Compliance Committee

procedures. These policies and guidelines are applicable to all employees and

are available on our intranet. Furthermore, we offer employees mandatory

training during which we carry out knowledge checks to ensure that the content

was understood by the trainees.

For our mandatory cyber security awareness training, we have, on average,

approximately 85% of our staff worldwide successfully complete the training.

We also conduct regular 'phishing' simulations, providing all staff members

with an opportunity to interact in a safe manner with up-to-date phishing threats

as observed from real threat actors. We offer frequent awareness webinars and

workshops on important security topics, including new phishing trends, as well

as role-specific trainings. In addition, the cyber security team regularly conducts

incident response exercises to evaluate the organization's established

procedures, including an analysis of each applicable incident response stage.

We are monitoring our organization’s externally exposed assets and services

(Attack Surface Monitoring), as well as information exposure (Dark Web

Monitoring) to identify blind spots and potential weaknesses. Our vulnerability

management program covers our global networks, digital workplaces and

corporate cloud environments. We are working with Council for Registered

Ethical Security Testers (CREST) certified partners to conduct regular, at least

annual, security assessments of our global infrastructure. We further engage

with external partners as needed to utilize their expertise for advanced security

assessments. Cyber security risks are considered in context of our Enterprise

Risk Management.

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Governance Structure

QIAGEN is a ‘Naamloze Vennootschap,’ or N.V., a Dutch limited liability

company similar to a corporation in the United States. We have a two-tier

board structure under which QIAGEN is managed by a Managing Board

consisting of executive management and acting under the supervision of an

independent Supervisory Board (non-executives).

It is in the interest of QIAGEN and all our stakeholders, including shareholders,

that each Board performs its functions appropriately with a clear division of

responsibilities, as well as in terms of interaction with the General Meeting of

Shareholders (General Meeting) and the external auditor, in a well-functioning

system of checks and balances.

The Supervisory Board follows the principle of increasing stakeholder value and

has always pursued the highest standards in Corporate Governance.

QIAGEN is committed to ensuring a corporate governance structure that best

suits its business and stakeholders, and that complies with relevant rules and

regulations. We follow applicable Dutch law and the principles described in

the Dutch Code, although there are some minor deviations due to factors such

as legal requirements imposed by other jurisdictions in which QIAGEN's

Shares are listed as well as due to industry standards. A brief summary of the

principal differences is presented in the section Dutch Corporate Governance

Code - Comply or Explain.

We believe all of our operations are carried out in accordance with legal

frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU

regulations and applicable German and U.S. capital market laws.

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Corporate Governance

QIAGEN operates under a two-tier corporate structure

		General Meeting
		•Each share carries one vote •Decisions on key topics (e.g. the appropriation of net income, the ratification of the acts of the Managing and Supervisory Boards and the appointment of independent auditors)
The Managing Board is accountable for the actions and decisions by the Executive Committee		Reports to		Elects and ratifies		Reports to		Elects and ratifies
					Close cooperation for the benefit of the company
Executive Committee		Managing Board				Supervisory Board
•Comprised of eight members •Senior leaders representing Business Areas and key functions across QIAGEN		•Comprised of two members (CEO and CFO) •Top management body of QIAGEN N.V.				•Comprised of eight members (As of December 31, 2023) •Four committees –Audit –Compensation & Human Resources –Nomination & ESG –Science & Technology
					Informs and reports to
					Advises, oversees, approves

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Managing Board

General

The Managing Board is responsible for defining and achieving our aims,

strategy, policies and results through the management of QIAGEN worldwide.

The Managing Board is also responsible for financing, managing the risks

associated with our business activities and complying with all relevant

legislation and regulations. Additionally, the Managing Board (specifically the

Chief Financial Officer) is informed of the findings of the Internal Audit function,

which operates under the direct responsibility of the Supervisory Board through

the Audit Committee. The Managing Board provides timely information to the

Supervisory Board for discussions on the development of QIAGEN, and in

particular reviews internal risk management and control systems with the Audit

Committee.

The Managing Board is accountable for the performance of its duties to the

Supervisory Board and the General Meeting. In discharging its duties, the

Managing Board takes into account the interests of all stakeholders, including

shareholders, in a commitment to sustainable long-term value creation.

Composition and Appointment

The Managing Board consists of one or more members as determined by the

Supervisory Board. The Managing Board members are appointed by the

General Meeting upon the Joint Meeting of the Supervisory Board and the

Managing Board (the Joint Meeting), which makes binding nominations. The

General Meeting may overrule the binding nature of any nomination by a

resolution adopted by at least a two-thirds majority of the votes cast, if such

majority represents more than half of the issued share capital.

Managing Board members are appointed annually for one-year terms in the

period beginning on the day following the Annual General Meeting up to and

including the day of the Annual General Meeting held in the following year.

Managing Board members may be suspended and dismissed by the General

Meeting by a resolution adopted by a two-thirds majority of the votes cast, if

such majority represents more than half of the issued share capital, unless the

proposal was made by the Joint Meeting, in which case a simple majority of

votes cast is sufficient. Furthermore, the Supervisory Board may at any time

suspend (but not dismiss) a member of the Managing Board.

Managing Board Members

The following were our Managing Board members for the year ended

December 31, 2023:

	Thierry Bernard
	Chief Executive Officer (1964, U.S./French)

Thierry Bernard joined QIAGEN in February 2015 to lead our growing

presence in molecular diagnostics, the application of Sample to Insight solutions

for molecular testing in human healthcare. He was named Chief Executive

Officer in March 2020 after serving in this role on an interim basis, and

became a member of the Managing Board in 2021. Previously, Mr. Bernard

held roles of increasing responsibility during 15 years with bioMérieux SA,

most recently as Corporate Vice President, Global Commercial Operations,

Investor Relations and the Greater China Region. He also held senior

management roles in other leading international companies. He was named in

March 2023 as Chair of the AdvaMedDx Board of Directors, a U.S. industry

trade association. Mr. Bernard has earned degrees and certifications from

Sciences Po, LSE, the College of Europe, Harvard Business School, Centro de

Comercio Exterior de Barcelona, and has been appointed Conseiller du

Commerce Extérieur by the French government.

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	Roland Sackers
	Chief Financial Officer (1968, German)

Roland Sackers joined QIAGEN in 1999 as Vice President, Finance. He

became Chief Financial Officer in 2004, and joined the Managing Board in

2006. From 1995 to 1999, he was an auditor with Arthur Andersen

Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft. Since 2019, Mr.

Sackers has served on the Supervisory Board of Evotec SE, a publicly listed

company based in Germany, including as Chair of the Audit Committee since

2019 and as Vice Chair of the Supervisory Board since 2021. He is also a

member of the Board of the industry association BIO Deutschland. Mr. Sackers

earned his Diplom-Kaufmann from the University of Münster.

Supervisory Board

General

The Supervisory Board supervises the policies of the Managing Board, the

general course of our business and strategy for, among other things,

sustainable long-term value creation.

The Supervisory Board assists the Managing Board by providing advice

relating to the business activities of QIAGEN. Meetings are held in the absence

of the Managing Board for select topics at each regular meeting.

In discharging its duties, the Supervisory Board takes into account the interests

of QIAGEN and all stakeholders, including shareholders, in its aim to create

long-term value. The Supervisory Board is responsible for the quality of its own

performance, and conducts a self-evaluation on an annual basis. Our

Supervisory Board has specified matters requiring its approval, including

decisions and actions that would fundamentally change our assets, financial

position or results of operations.

The Supervisory Board has established four Committees - Audit, Compensation

& Human Resources, Nomination & ESG, and Science & Technology - from

among its members. Additional Committees can be established or existing

Committees modified in terms of charter as deemed beneficial. The Supervisory

Board has approved charters for each of these Committees. An overview of

these Committees and meeting attendance is provided below.

Composition and Appointment

The Supervisory Board consists of at least three members, or a larger number

as determined by the Joint Meeting. Members of the Supervisory Board are

appointed by the General Meeting upon the Joint Meeting having made a

binding nomination for each vacancy. However, the General Meeting may

overrule the binding nature of any nomination by a resolution adopted by at

least a two-thirds majority of the votes cast, if such majority represents more

than half of the issued share capital.

The Supervisory Board shall be composed in a way that enables it to carry out

its duties properly and enables its members to act critically and independently

of one another and of the Managing Board and any particular interests. As a

result, the Supervisory Board has adopted a profile in terms of its size and

composition that takes into account the nature of our business, activities and the

desired diversity, expertise and background of the Supervisory Board members.

The current profile of the Supervisory Board can be found on our website

(www.qiagen.com). The Supervisory Board has appointed a Chair from its

members who has the duties assigned by the Articles of Association and the

Dutch Code.

Members of the Supervisory Board are appointed annually for the period

beginning on the day following the Annual General Meeting of our

shareholders up to and including the day of the Annual General Meeting held

in the following year. Members of the Supervisory Board may be suspended

and dismissed by the General Meeting by a resolution adopted by a two-thirds

majority of the votes cast, if such majority represents more than half of the

issued share capital, unless the proposal was made by the Joint Meeting, in

which case a simple majority of votes cast is sufficient.

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The composition of our Supervisory Board is diverse in gender, nationality,

background, knowledge and experience. The targeted profile of the

Supervisory Board is reflected in its regulations, which are published on our

website under “Supervisory Board.”

Independence

The NYSE listing standards require a majority of the Supervisory Board

Members to be independent, which is the case for QIAGEN.

Additionally, the Dutch Code distinguishes between certain independence

criteria that may be fulfilled by not more than one Supervisory Board Member

(e.g., prior employment with the Company, receiving personal financial

compensation from the Company, or having an important business relationship

with the Company) and other criteria that may not be fulfilled by more than the

majority of the Supervisory Board members. In some cases, Dutch

independence requirements are more stringent, such as by requiring a longer

“look back” period (five years) for former executives to become Supervisory

Board members.

In other cases, the NYSE rules are more stringent, such as having a broader

definition of disqualifying affiliations. The majority of members of our

Supervisory Board are currently considered “independent” under both the

NYSE and Dutch requirements.

Supervisory Board Members

The following is a brief summary of Supervisory Board members for the year

ended December 31, 2023:

	Lawrence A. Rosen
	Chair Committees: Audit, Nomination & ESG (Chair), Compensation & Human Resources (1957, U.S.)

Lawrence A. Rosen joined the Supervisory Board in 2013 and was appointed

Chair in 2020. He is currently Chair of the Nomination & ESG Committee and

a member of the Audit Committee. Mr. Rosen also serves on the Supervisory

Boards of Lanxess AG and Deutsche Post AG, where he previously was a

member of the Board of Management and Chief Financial Officer from 2009 to

2016. He served as Chief Financial Officer of Fresenius Medical Care AG &

Co. KGaA from 2003 to 2009, and earlier as Senior Vice President and

Treasurer of Aventis SA in Strasbourg. A U.S. citizen, Mr. Rosen holds a

bachelor’s degree from the State University of New York and an MBA from the

University of Michigan.

	Dr. Metin Colpan
	Committees: Science & Technology (Chair), Nomination & ESG (1955, German)

Metin Colpan Ph.D. co-founded QIAGEN and served as its first Chief Executive

Officer and a Managing Director from 1985 to 2003. A member of the

Supervisory Board since 2004, Dr. Colpan is currently Chair of the Science &

Technology Committee and a member of the Nomination & ESG Committee.

Prior to co-founding QIAGEN, Dr. Colpan was an Assistant Investigator at the

Institute for Biophysics at the University of Düsseldorf. He has extensive

experience in Sample technologies, in particular the separation and purification

of nucleic acids, and has many patents in the field. Dr. Colpan obtained his

Ph.D. and master’s degree from the Darmstadt Institute of Technology.

	Dr. Toralf Haag
	Committee: Audit (Chair and Financial Expert) (1966, German)

Toralf Haag Ph.D. joined the Supervisory Board in 2021 and currently serves

as Chair of the Audit Committee. Dr. Haag is Chief Executive Officer and

Chairman of the Corporate Board of Management of Voith GmbH & Co.

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KGaA, a privately held German technology company. Before joining Voith as

Chief Financial Officer in 2016, Dr. Haag served for more than 11 years as

Chief Financial Officer and Member of the Executive Committee of Lonza

Group AG. Dr. Haag earned a degree in business administration from the

University of Augsburg and a Ph.D. from the University of Kiel.

	Prof. Dr. Ross L. Levine
	Committee: Science & Technology (1972, U.S.)

Ross L. Levine M.D. joined the Supervisory Board in 2016 and serves on the

Science & Technology Committee. In 2021, he became Chair of QIAGEN’s

Scientific Advisory Board. A physician-scientist focused on researching and

treating blood and bone-marrow cancers, Dr. Levine is the Laurence Joseph

Dineen Chair in Leukemia Research, the Chief of Molecular Cancer Medicine

and an Attending Physician at Memorial Sloan Kettering Cancer Center, and

Professor of Medicine at Weill Cornell Medicine. Board-certified in internal

medicine and hematology-oncology, Dr. Levine received a bachelor’s degree

from Harvard College and his M.D. from The Johns Hopkins University School

of Medicine.

	Prof. Dr. Elaine Mardis
	Committees: Compensation & Human Resources, Science & Technology (1962, U.S.)

Elaine Mardis Ph.D. joined the Supervisory Board in 2014 and serves on the

Science & Technology Committee and the Compensation & Human Resources

Committee. Dr. Mardis is Co-Executive Director of the Steve and Cindy

Rasmussen Institute for Genomic Medicine at Nationwide Children’s Hospital in

Columbus, Ohio, and Professor of Pediatrics at The Ohio State University

College of Medicine. Previously, she was the Robert E. and Louise F. Dunn

Distinguished Professor of Medical Sciences at Washington University School of

Medicine and President of the American Association for Cancer Research. Dr.

Mardis is a scientific advisor to Scorpion Therapeutics LLC, an elected member

of the U.S. National Academy of Medicine, and a member of the Board of

Directors of Singular Genomics Systems, Inc., a publicly listed company based

in the U.S. Dr. Mardis received her bachelor’s degree and Ph.D. from the

University of Oklahoma.

	Dr. Eva Pisa
	Committees: Compensation & Human Resources (1954, Swedish/Swiss)

Eva Pisa Ph.D. joined the Supervisory Board in 2022 and serves on the

Compensation & Human Resources Committee. She is an advisor to several life

science and diagnostic companies through her company piMed Consulting,

and she previously held senior leadership positions in Roche Diagnostics

International from 2007 to 2020, most recently as Senior Vice President at

Roche Centralized and POC Solutions. Prior to joining Roche, she was Chief

Executive Officer of Sangtec Molecular Diagnostics AB, a Swedish start-up,

from 2001 to 2007. Dr. Pisa holds a Ph.D. from the Karolinska Institutet and an

MBA from Heriot-Watt University.

	Stephen H. Rusckowski
	Committees: Compensation & Human Resources, Nomination & ESG (1957, U.S.)

Stephen H. Rusckowski joined the Supervisory Board in April 2023 and serves

on the Compensation & Human Resources Committee. He most recently served

as Chairman, President and Chief Executive Officer of Quest Diagnostics. He

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Corporate Governance

joined Quest Diagnostics as President and Chief Executive Officer in May

2012 and was named Chairman in 2016. He stepped down from his role as

President and CEO in 2022, and as Chairman in early 2023. Prior to joining

Quest Diagnostics, Mr. Rusckowski was CEO of Philips Healthcare, which he

joined in 2001 when Philips acquired the Healthcare Solutions Group that he

was leading at Hewlett-Packard/Agilent Technologies. Mr. Rusckowski also

serves on the Board of Directors of Baxter International Inc., and previously

served as a member of the Board of Directors of Xerox Holdings Corporation

and Covidien plc. He earned a bachelor’s degree in Mechanical Engineering

from Worcester Polytechnic Institute and a master’s in Management from the

Massachusetts Institute of Technology’s Sloan School of Management.

	Elizabeth E. Tallett
	Committees: Audit, Compensation & Human Resources (Chair), Nomination & ESG (1949, U.S./British)

Elizabeth E. Tallett joined the Supervisory Board in 2011. She is Chair of the

Compensation & Human Resources Committee and a member of the Audit

Committee and the Nomination & ESG Committee. Ms. Tallett is Chair of the

Board of Directors of Elevance Health, Inc., and a member of the Board of

Directors of Moderna, Inc., both publicly listed companies based in the U.S.

From 2002 to 2015, she was a Principal of Hunter Partners, LLC, a

management company for pharmaceutical, biotechnology and medical device

companies, and continues to consult with early-stage healthcare companies.

She previously served as President and Chief Executive Officer of Transcell

Technologies Inc.; President of Centocor Pharmaceuticals; a member of the

Parke-Davis Executive Committee, and Director of Worldwide Strategic

Planning for Warner-Lambert Company. A founding Board member of the

Biotechnology Council of New Jersey, Ms. Tallett received bachelor’s degrees

in mathematics and economics from the University of Nottingham.

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The following table outlines the current Supervisory Board members and a selection of their skills and experience:

Key competencies	Lawrence A. Rosen (Chair)	Dr. Metin Colpan	Dr. Toralf Haag	Prof. Dr. Ross L. Levine	Prof. Dr. Elaine Mardis	Dr. Eva Pisa	Stephen H. Rusckowski	Elizabeth E. Tallett
Year of Birth	1957	1955	1966	1972	1962	1954	1957	1949
Gender	Male	Male	Male	Male	Female	Female	Male	Female
Nationality	U.S.	German	German	U.S.	U.S.	Swedish / Swiss	U.S.	U.S. / British
Date of initial appointment*	2013	2004	2021	2016	2014	2022	2023	2011
Required competencies
Integrity	•	•	•	•	•	•	•	•
Ethics	•	•	•	•	•	•	•	•
Health	•	•	•	•	•	•	•	•
English language skills	•	•	•	•	•	•	•	•
Experience	•	•	•	•	•	•	•	•
Recommended competencies
Entrepreneur		•		•		•		•
Corporate management multinational	•	•	•			•	•	•
Currently full-time employed / active			•	•	•
Public reputation	•	•	•	•	•	•	•	•
Academic research		•		•	•
Industrial research		•
Diagnostics markets		•	•		•	•	•
Capital markets	•	•	•				•	•
Financial management	•		•				•	•
M&A, business development	•	•	•			•	•	•
Commercial operations		•	•			•	•	•
Public management (e.g., universities)		•		•	•
Regulatory / operations		•	•			•	•	•

*Supervisory Board members are reappointed annually, for one-year terms.

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Corporate Governance

Supervisory Board composition

The composition of our Supervisory Board is diverse in gender, nationality,

background, knowledge and experience. As of March 2024, the Board was

comprised of five men and four women. Four members are American, two are

German, one is U.K.-American, and one is Swedish-Swiss. Many have spent

considerable time during their careers living and working outside their home

countries in developing global management and leadership capabilities.

Following best practice 2.1.10 of the Dutch Corporate Governance Code, the

Supervisory Board establishes that its members are able to act critically and

independently of one another and of the Managing Board. To safeguard this,

the Supervisory Board is composed in such a way that all its members are

independent in the meaning of best practice 2.1.8 of the Dutch Corporate

Governance Code. As a result, the Supervisory Board confirms being of the

opinion that the independence requirements referred to in best practice 2.1.7

to 2.1.9 inclusive of the Dutch Corporate Governance Code have been fulfilled.

We further believe that all Supervisory Board members qualify as independent

under the independence standards set forth in the New York Stock Exchange

(NYSE) Listed Company Manual. Pursuant to the NYSE rules, a majority of the

Supervisory Board members must qualify as independent, as defined in the

Rules. The targeted profile of the Supervisory Board is reflected in its

regulations, which are published on our website under “Supervisory Board.”

Please refer to the discussion below under "Supervisory Board committees" for

information on the principal positions and relevant other positions held by

members of the Supervisory Board. Further detailed information is also

available on the company website at www.qiagen.com.

Supervisory Board meetings in 2023

The Supervisory Board held six meetings in 2023, with each member attending

all meetings. Of these meetings, five were held in person and one was held

virtually. All Managing Board members were also present for these Supervisory

Board meetings in 2023.

The Supervisory Board meetings and the Supervisory Board committee meetings

are held over a number of days, ensuring there is time for review and

discussion. At each meeting, the members discuss among themselves the goals

and outcome of the meeting, as well as topics such as the functioning and

composition of the Supervisory Board and the Managing Board.

Members of senior management are also regularly invited to provide updates

on topics within their area of expertise.

This gives the Supervisory Board the opportunity to get acquainted with a

variety of managers across QIAGEN, which the Supervisory Board considers

very useful in connection with its talent management and succession planning

activities.

The Supervisory Board also reviewed and discussed agenda items in the

absence of the Managing Board members in each meeting, such as

performance and strategy, as well as to discuss compensation matters.

Supervisory Board committees

The Board has four Committees to cover key areas in greater detail:

•Audit Committee

•Compensation & Human Resources Committee

•Nomination & ESG (Environment, Social and Governance) Committee

•Science & Technology Committee

The Supervisory Board can establish other committees as deemed beneficial.

Charters have been approved by the Supervisory Board under which each of

the committees operates. These charters are published on our website at

www.qiagen.com under "Supervisory Board."

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The following table outlines the committee membership and meetings attended

during 2023: 

	Meeting Attendance
	Supervisory Board	Audit Committee	Compensation & Human Resources Committee	Nomination & ESG Committee	Science & Technology Committee
Lawrence A. Rosen	6/6	7/7	4/4	4/4 (Chair)
Dr. Metin Colpan	6/6			4/4	4/4 (Chair)
Thomas Ebeling(1)	3/3			3/3
Dr. Toralf Haag	6/6	7/7 (Chair)
Prof. Dr. Ross L. Levine	6/6				4/4
Prof. Dr. Elaine Mardis	6/6		6/6		4/4
Dr. Eva Pisa	6/6		6/6
Stephen H. Rusckowski(2)	5/5		3/3
Elizabeth E. Tallett	6/6	7/7	6/6 (Chair)	4/4

(1) Mr. Ebeling did not stand for re-appointment at the AGM in June 2023.

(2) Mr. Rusckowski joined the Supervisory Board in April 2023.

Audit Committee

The Audit Committee members are appointed annually by the Supervisory

Board for one-year terms. In 2023, the Audit Committee consisted of three

members and met at least quarterly during during the year. We believe that all

members of this Committee meet the independence requirements as set forth in

Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the New

York Stock Exchange Listed Company Manual.

The Supervisory Board has designated Dr. Toralf Haag as an “audit committee

financial expert” as that term is defined in the U.S. Securities and Exchange

Commission rules adopted pursuant to the Sarbanes-Oxley Act of 2002, and as

referred to in the Dutch Decree on Audit Committees (Besluit instelling

auditcommissie).

The Committee performs a self-evaluation of its activities on an annual basis.

The Committee's primary duties and responsibilities include, among other

things, to serve as an independent and objective party to monitor QIAGEN's

accounting and financial reporting process, control and compliance systems

and internal risk management, including risks related to cyber security. This

Committee also is directly responsible for proposing the external auditor to the

Supervisory Board, which then proposes the appointment of the external auditor

to the Annual General Meeting.

Furthermore, this Committee is responsible for the compensation and oversight

of QIAGEN’s external auditor and for providing an open avenue of

communication among the external auditor as well as the Managing Board and

the Supervisory Board. Our Internal Audit and Compliance functions operate

under the direct responsibility of the Audit Committee. Additionally, this

Committee is responsible for establishing procedures to allow for the

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confidential and or anonymous submission by employees of concerns, including

the receipt, retention and treatment of submissions received regarding

accounting, internal accounting controls, or auditing matters.

The Audit Committee met seven times in 2023, and also met with the external

auditor excluding members of the Managing Board in August 2023. The

Committee discussed, among other matters, the following topics, and provided

updates to the Supervisory Board:

•the adequacy of our financial accounting (including reporting principles and

policies), financial and operating controls and procedures with the external

auditor and management;

•consideration and approval of any recommendations regarding changes to

our accounting principles, policies and processes;

•reviewed with management and the external auditor our quarterly earnings

reports prior to their public release;

•reviewed the quarterly and annual reports (reported on Forms 6-K and 20-F)

to be furnished to or filed with the U.S. Securities and Exchange Commission

and the Deutsche Boerse in Germany;

•reviewed the annual report to be filed with the Dutch Authority for the

Financial Markets; and

•reviewed major risk exposures (including cyber security) and reviewed any

legal matter including compliance topics that could have a significant impact

on the financial statements.

Compensation & Human Resources Committee

The Compensation & Human Resources Committee currently consists of four

members that are appointed annually by the Supervisory Board for one-year

terms.

Its primary duties and responsibilities include, among other things, oversight of

our programs, policies and practices related to the management of human

capital resources, including talent management, culture, diversity and inclusion;

the preparation of a proposal to the Supervisory Board regarding the

Remuneration Policy for the Managing Board and Supervisory Board and

proposal for adoption by the General Meeting; preparation of a proposal

concerning the individual compensation for Managing Board members to be

adopted by the Supervisory Board; and preparation of the Remuneration Report

that outlines compensation for the Managing Board and Supervisory Board

members to be adopted by the Supervisory Board, and submitted to the Annual

General Meeting for an advisory vote in accordance with Dutch law. The

Remuneration Report outlines the implementation of the Remuneration Policies

for the most recent year.

This Committee engaged during 2023 with external consultants to ensure that

the overall remuneration levels are benchmarked regularly against a selected

group of companies and key markets in which QIAGEN operates.

The Compensation & Human Resources Committee met six times in 2023. The

Committee discussed, among other matters, the following topics, and provided

updates to the Supervisory Board:

•policies and practices related to management of human capital resources

including talent management and diversity;

•review and approve all share-based compensation;

•review and approve the annual salaries, bonuses and other benefits of the

Executive Committee, and

•review of general policies relating to employee compensation and benefits.

Nomination & ESG Committee

The Nomination & ESG Committee currently consists of three members that are

appointed by the Supervisory Board annually for one-year terms.

Its primary responsibilities include, among other things, preparing the selection

criteria and appointment procedures for members of the Supervisory Board and

Managing Board; periodically evaluating the scope and composition of the

Managing Board and Supervisory Board; periodically evaluating the

functioning of individual members of the Managing Board and Supervisory

Board, and reporting these results to the Supervisory Board; proposing

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Corporate Governance

(re-)appointments of members of the Supervisory Board and Managing Board;

conducting periodic evaluations of QIAGEN's ESG (Environmental, Social and

Governance) policies and related public disclosures; and periodically

reviewing the Corporate Governance structure in line with applicable legal

requirements and recommend changes to the Supervisory Board.

The Nomination & ESG Committee met four times in 2023. The Committee

discussed, among other matters, the following topics, and provided updates to

the Supervisory Board:

•the nomination of Stephen H. Rusckowski as a new member of the

Supervisory Board;

•an annual evaluation on the scope and composition of the Managing Board

and the Supervisory Board, including the profile of the Supervisory Board as

well as the functioning of individual members of Boards;

•proposals for the (re-)appointment of members of the Managing Board and

Supervisory Board, and supervised the Managing Board in relation to the

selection and appointment criteria for senior management;

•the search and selection process for new members and succession planning

considerations for the Supervisory Board, Managing Board, Executive

Committee and other senior management positions, taking into account

short-, medium- and longer-term perspectives;

•the preparation of the Supervisory Board self-evaluation process, which

involved an external expert; and

•regular updates on the progress of our ESG programs, including a review

and discussion of the Gender Diversity Policy.

Science & Technology Committee

The Science & Technology Committee currently consists of three members that

are appointed annually by the Supervisory Board for one-year terms. The

Committee works with the Scientific Advisory Board, which was established in

2021 to provide early evaluation of market and technology developments that

could have an influence on QIAGEN’s development and positioning in the Life

Sciences and Molecular Diagnostics.

The Committee's primary responsibilities include, among other things, reviewing

and monitoring research and development projects, programs, budgets, and

infrastructure management; and overseeing the management risks related to our

portfolio and information technology platforms.

This Committee met four times in 2023. The Committee discussed, among other

matters, the following topics, and provided updates to the Supervisory Board:

•discussions to gain understanding, clarification and validation of the

fundamental technical basis of our businesses in order to enable the

Supervisory Board to make informed, strategic business decisions and vote

on related matters; and

•guided the Managing Board to ensure that QIAGEN can develop and

leverage powerful, world-class science to create value for our stakeholders,

including shareholders.

Stakeholder management as a central responsibility

The Supervisory Board acts in accordance with the interests of the company

and the business connected with it, taking into consideration the interests of our

stakeholders. The members of the Supervisory Board are in regular close

contact with the Managing Board members, and the same applies to the

members of the Audit Committee.

In 2023, five of the six Supervisory Board meetings were in-person. The in-

person meetings were held at various QIAGEN sites that provided the

opportunity to interact with QIAGEN employees. These meetings also enabled

the Supervisory Board to receive information on relevant topics from senior

leaders and experts, both internally and externally, during committee meetings,

full Supervisory Board meetings, and also as part of their ongoing professional

education.

Direct, one-to-one contact between Supervisory Board members and Managing

Board and Executive Committee members generally builds on the topics

discussed in the meetings of the Supervisory Board. These discussions draw on

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Corporate Governance

the expertise of individual Supervisory Board members, whose advice is sought

on a wide range of topics.

The Supervisory Board takes an active interest in maintaining a good

understanding of our stakeholders and their positions on various topics related

to QIAGEN’s areas of business. This includes the perceptions of our

shareholders, which is received through direct interaction and calls with major

institutional shareholders. The Supervisory Board is also informed of the

position of the range of QIAGEN stakeholders by the Managing Board and

other senior managers. In addition, the Supervisory Board members collect

information through their own individual networks, and this is shared with other

Board members and the Managing Board.

Role of the Supervisory Board

The Supervisory Board has the task of supervising the activities of the

Managing Board and the general affairs of QIAGEN, including:

•the achievement of corporate objectives;

•the strategy and the risks inherent in the business activities;

•the structure and operation of the internal risk management and control

systems;

•the financial and sustainability reporting process; and

•the observance of good corporate governance.

Throughout 2023, the Supervisory Board agenda was centered around the

strategy and its execution, financial and operational performance, business

developments, risk management, and people and organization. Based on the

strategic priorities for QIAGEN as agreed in the annual strategy review, several

topics were extensively discussed by means of deep dives, allowing a focused

and in-depth review.

With the strong demand for QIAGEN’s products in combination with the

Company’s focus on the execution of its strategic priorities, the Supervisory

Board has confidence in QIAGEN’s long-term growth opportunities and the

continued delivery of value to its stakeholders. As part of the annual strategy

review, we held dedicated discussions focused on QIAGEN’s strategy, in

particular the Five Pillars of Growth. An in-depth review was performed of the

short-, medium- and long-term market developments in the markets served by

QIAGEN and the related plans to meet customer demands. Additional sessions

were focused on longer-term growth opportunities. In line with our overall

strategy, the Supervisory Board also regularly discusses M&A strategy and

relevant developments within our sectors. The Supervisory Board was regularly

informed and kept up to date on the process of reviewing potential M&A

targets during the year. These sessions enable an engaged and focused

discussion between the Supervisory Board and Managing Board on key

strategic matters, and we highly value this way of contributing to the strategic

decision-making process.

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Corporate Governance

Board-Related Matters

Diversity within the Managing Board and Supervisory Board

On January 1, 2022, a new Dutch gender diversity bill became effective.

Although it does not apply to Dutch companies listed outside of the

Netherlands, the gender diversity bill imposes new requirements on so-called

"large" companies such as QIAGEN to formulate appropriate and ambitious

gender balance targets for the Supervisory Board, Managing Board and senior

management.

Accordingly, we have established gender balance targets that we consider

appropriate and ambitious as follows:

•Our objective is for at least 40% of the Supervisory Board members to be

women and at least 40% men in the mid-term. To achieve this goal, gender

diversity is one of the key selection criteria for new members. As of

December 31, 2023, the Supervisory Board was comprised of 37.5%

women, and in early 2024 the Supervisory Board was expanded with 40%

of the members being women.

•Our current Managing Board consists of two members, the CEO and the

CFO, who are ultimately accountable for the actions and decisions of

QIAGEN. If there is a change of a current Managing Board member, an

expansion in the number or a change in the governance structure, we will

seek to have at least 30% women as members and at least 30% men. We

will consider internal candidates from QIAGEN’s senior management who

fulfill the desired profile for any open position or by defining selection

criteria for new hires that include, among other factors, gender diversity.

•In senior management, our goal is to have at least 40% women and 40%

men in these roles in the mid-term. To achieve this goal, gender diversity is a

goal that is part of our annual Team Goals, as well as a priority in our

recruiting practices and talent development programs. As of December 31,

2023, 36% of senior management roles were held by women, having

increased from 28% in 2018.

Although we are not subject to quota requirements for gender diversity within

the Managing Board and Supervisory Board, we support the trend toward

higher participation of women. At the same time, QIAGEN believes that gender

is only one aspect of diversity and strives to ensure a diverse composition in

terms of factors such as age, nationality, public reputation, industry or

academic experience, etc.

We are committed to increasing diversity while pursuing individuals for these

Boards and senior management roles who offer a unique blend of scientific and

commercial expertise combined with leadership capabilities that will contribute

to the future success of QIAGEN. Management development programs support

the career advancement of leaders regardless of gender and other factors. As a

result, the number of women in key leadership roles, particularly in commercial

and operational positions, has increased within QIAGEN in recent years. In

line with this commitment, our Nomination & ESG Committee will continue to

select future members for the Managing Board and Supervisory Board with due

observance of its aim to ensure a diverse leadership team on the basis of

gender, but also on the basis of other factors - all without compromising our

commitment to hiring the best individuals for those positions. More information

about diversity at QIAGEN can be found below under the section Dutch

Corporate Governance Code - Comply or explain.

Culture

We have a culture at QIAGEN deeply embedded with a commitment to

quality, ingenuity and accessibility - all aligned with our QIAGEN brand values

- to help our customers advance science and improve outcomes for patients

around the world.

This commitment is reflected in our EMPOWER culture that seeks to empower

employees to take ownership – with accountability – in making decisions in the

best interests of QIAGEN, our customers and other stakeholders.

This culture is additionally reflected in our approach to compensation in

rewarding performance in terms of "what" goals are achieved as well as

"how" they are achieved in terms of our cultural aspirations.

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Corporate Governance

Checks and balances are in place to guide the ethical standards and healthy

business practices we adhere to:

(i) Our Corporate Code of Conduct and Ethics that reflects the highest

standards;

(ii) Our QIAintegrity Line, a web based, independent, impartial and

confidential reporting tool that provides employees and third parties the

opportunity to report misconduct within our Company or in our supply chain;

and

(iii) Our Compliance Committee that consists of senior executives from various

functions responsible for ensuring compliance with our Corporate Code of

Conduct and Ethics.

Conflicts of Interest, Loans or Similar Benefits

Resolutions to enter into transactions under which members of the Managing

Board or Supervisory Board could have a conflict of interest with QIAGEN, and

which may have a material significance to either QIAGEN or a member, must

be reported for review and approval by the Supervisory Board.

In 2023, neither QIAGEN nor any of its Supervisory Board members entered

into any such transactions.

No credit, loans or similar benefits were granted to members of the Managing

Board or Supervisory Board.

Additionally, the Managing Board and Supervisory Board members did not

receive any benefits from third parties that were either promised or granted in

view of their position with QIAGEN.

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Corporate Governance

Shareholder Meetings and Share Capital

Shareholder Meetings

Our Shareholders exercise their voting rights through the Annual General

Meeting, and also through any Extraordinary General Meeting that may be

called.

Resolutions at a General Meeting are adopted by an absolute majority of votes

cast, unless a different majority of votes or quorum is required by Dutch law or

the Articles of Association. Each Share confers the right to cast one vote.

Furthermore, the Managing Board, or where appropriate the Supervisory

Board, shall provide all shareholders and other stakeholders with equal and

simultaneous public information about any matters deemed to be materially

relevant and could significantly influence QIAGEN's Share price.

QIAGEN is required to convene an Annual General Meeting in the

Netherlands no later than six months following the end of each year. The

agenda must contain certain matters as specified in our Articles of Association

and under Dutch law, including, among other things, the adoption of the

Annual Financial Statements.

Additional Extraordinary General Meetings may be convened at any time by

the Managing Board, the Supervisory Board, or by one or more shareholders

jointly representing at least 40% of the issued share capital. Furthermore, one

or more shareholders who jointly represent at least 10% of QIAGEN's issued

share capital may, on their application, be authorized by a District Court Judge

in the Netherlands to convene a General Meeting.

Shareholders are entitled to propose items for the agenda provided that they

hold at least 3% of the issued share capital.

Proposals for agenda items must be submitted at least 60 days prior to the

General Meeting date. The notice convening a General Meeting, accompanied

by the agenda, shall be sent no later than 42 days prior to the meeting date.

QIAGEN informs the General Meeting by means of explanatory notes to the

agenda, providing all information relevant to the proposed resolutions.

Pursuant to the Dutch Code, all transactions between QIAGEN and legal or

natural persons who hold at least 10% of the shares in the Company shall be

agreed on terms that are customary to our industry. Decisions to enter into

transactions in which there are considered to be conflicts of interest of material

significance to the Company and/or to the people involved require the

approval of the Supervisory Board. QIAGEN did not enter into any such

transaction in 2023.

Furthermore, pursuant to the Dutch implementation of the Shareholders Rights

Directive II (SRD II), certain material transactions with related parties (in the

meaning of the standards adopted by the International Accounting Standards

Board and approved by the European Commission) require the approval of the

Supervisory Board, or, if all Supervisory Board members are involved in such

transactions, the General Meeting of Shareholders.

Major Shareholders

The following table sets forth certain information concerning the ownership of

our Shares by holders with at least 5% ownership. None of these holders have

any different voting rights than other shareholders.

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Corporate Governance

Name and country of residence	Shares beneficially owned
	Number		Percent ownership(1)
BlackRock, Inc., United States and United Kingdom	27,411,334	(2)	12.01%
Massachusetts Financial Services Company, United States and Canada	24,066,569	(3)	10.55%

(1)The percentage ownership was calculated based on 228,202,755 Common Shares outstanding as of December 31, 2023.

(2)Of the 27,411,334 shares attributed to BlackRock, Inc., it has sole voting power over 25,864,730 and sole dispositive power over all 27,411,334 shares. This information is based solely on the Schedule

13G filed by BlackRock, Inc. with the Securities and Exchange Commission on January 23, 2024, which reported ownership as of December 31, 2023.

(3)Of the 24,066,569 shares attributed to Massachusetts Financial Services Company, it has sole voting power over 20,451,464 and sole dispositive power over all 24,066,569 shares. This information is

based solely on the Schedule 13G filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 9, 2024, which reported ownership as of December 31,

2023.

Control of Registrant

To our knowledge, QIAGEN is not directly or indirectly owned or controlled by

another corporation, by any foreign government, or by any other natural or

legal person.

As of January 31, 2024, the officers and directors of QIAGEN as a group

beneficially owned 0.9 million Shares, or 0.4% of outstanding Shares.

Holders of any securities with special control rights

Not applicable.

System of control of any employee share scheme where the

control rights are not exercised directly by the employees

Not applicable.

Restrictions on voting rights

At the General Meeting, each Share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles. No votes may be cast in

respect of Shares that we or our subsidiaries hold, or by usufructuaries and

pledgees.

All shareholders and other persons entitled to vote at General Meetings are

entitled to attend General Meetings, to address the meeting and to vote.

They must notify the Managing Board in writing of their intention to be present

or represented no later than on the third day prior to the day of the General

Meeting, unless the Managing Board permits notification within a shorter

period of time prior to the Meeting. Subject to certain exceptions, resolutions

may be passed by a simple majority of the votes cast.

Agreements between shareholders known to the Company and

may result in restrictions on the transfer of securities and/or

voting rights

Not applicable.

Rules governing the appointment and replacement of Board

members and amendments of the Articles of Association

Supervisory Board and Managing Board members are appointed annually for

the period beginning on the day following the Annual General Meeting up to

and including the day of the Annual General Meeting held the following year.

Managing Board members shall be appointed by the General Meeting upon

the Joint Meeting having made a binding nomination. However, the General

Meeting may overrule the binding nature of a nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half the issued share capital. This is different from the

provisions of many U.S. corporate statutes, including the Delaware General

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Corporation Law, which give the directors of a corporation greater authority in

choosing the executive officers.

Under our Articles, the General Meeting may suspend or dismiss a Managing

Board member at any time. The Supervisory Board shall also be entitled at all

times to suspend (but not to dismiss) a Managing Director. The Articles also

provide that the Supervisory Board may adopt management rules governing the

internal organization of the Managing Board.

The Supervisory Board members shall be appointed by the General Meeting

upon the Joint Meeting having made binding nominations. If a vacancy occurs

in the Supervisory Board during the year, the Supervisory Board may appoint a

new member who will cease to hold office at the next Annual General Meeting,

where this member may stand for appointment to a one-year term along with

other Supervisory Board and Managing Board members.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Board member and QIAGEN involving our business, the involved

Supervisory Board member shall not participate in the discussions and voting

on that matter. Additionally, the Dutch law stipulates that a Supervisory or

Managing Board member should report any conflict of interest or potential

conflict of interest in a transaction that is of material significance to the

Company and/or to the member to the Chair of the Supervisory Board without

delay. The Supervisory Board should decide, outside the presence of the

involved Supervisory Board member, whether there is a conflict of interest. If all

Supervisory Board members have a conflict of interest, the relevant resolution

shall be voted on by the General Meeting. Decisions to enter into transactions

under which a Supervisory Board member has a conflict of interest require the

approval of the Supervisory Board.

The Nomination & ESG Committee is primarily responsible for the preparation

of selection criteria and appointment procedures for members of the

Supervisory Board and Managing Board as well as the periodic evaluation of

the scope and composition of the two Boards, including the profile of the

Supervisory Board. It also proposes the (re-)appointments of the members for

both Boards and supervises the policy of our Managing Board in relation to

selection and appointment criteria for senior management.

A resolution of the General Meeting to amend our Articles, dissolve QIAGEN,

issue shares or grant rights to subscribe for shares or limit or exclude any pre-

emptive rights to which shareholders shall be entitled is valid only if proposed

to the General Meeting by the Supervisory Board.

A resolution of the General Meeting to amend our Articles is further only valid if

the complete proposal has been made available for inspection by the

shareholders and the other persons entitled to attend General Meetings at our

offices as from the day of notice convening such meeting until the end of the

meeting. A resolution to amend our Articles to change the rights attached to the

shares of a specific class requires the approval of the relevant class meeting.

Powers of Board members, including to issue or buy back shares

The Managing Board manages QIAGEN and is responsible for defining and

achieving QIAGEN’s aims, strategy, policies and results. It is also responsible

for complying with all relevant legislation and regulations, as well as for

managing the risks associated with our business activities and financing

requirements.

The Managing Board provides the Supervisory Board with timely information

necessary for the exercise of the duties of the Supervisory Board, and takes into

account the interests of QIAGEN, its enterprises and all parties involved in

QIAGEN, including shareholders and other stakeholders.

Supervisory Board members have the powers assigned to them by Dutch law,

the Articles of Association and in certain cases powers assigned by the General

Meeting.

The Supervisory Board assists the Managing Board by providing advice

relating to the business activities and strategy. In discharging its duties, the

Supervisory Board also takes into account the interests of QIAGEN, its

enterprise and all parties involved in QIAGEN, including shareholders and

other stakeholders.

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On June 22, 2023, the General Meeting authorized the Supervisory Board

until December 22, 2024 (i), to issue a number of ordinary shares and

financing preference shares and grant rights to subscribe for such shares, the

aggregate par value of which shall be equal to the aggregate par value of fifty

percent (50%) of the shares issued and outstanding in the capital of the

Company as at December 31, 2022, as included in the Annual Accounts for

Calendar Year 2022 and (ii) to restrict or exclude the pre-emptive rights with

respect to issuing ordinary shares or granting subscription rights, the aggregate

par value of such shares or subscription rights shall be up to a maximum of ten

percent (10%) of the aggregate par value of all shares issued and outstanding

in the capital of the Company as at December 31, 2022.

We may acquire our own shares, subject to certain provisions of Dutch law and

our Articles, if (i) shareholders’ equity less the payment required to make the

acquisition does not fall below the sum of paid-up and called-up capital and

any reserves required by Dutch law or the Articles, and (ii) we and our

subsidiaries would not thereafter hold shares with an aggregate nominal value

exceeding half of our issued share capital. Shares that we hold in our own

capital or shares held by one of our subsidiaries may not be voted. The

Managing Board, subject to the approval of the Supervisory Board, may effect

the acquisition of shares in our own capital. Our acquisitions of shares in our

own capital may only take place if the General Meeting has granted to the

Managing Board the authority to effect such acquisitions. Such authority may

apply for a maximum period of eighteen months and must specify the number

of shares that may be acquired, the manner in which shares may be acquired

and the price limits within which shares may be acquired. Dutch corporate law

allows for the authorization of the Managing Board to purchase a number of

shares equal to up to 50% of the Company’s issued share capital on the date

of the acquisition. On June 22, 2023, the General Meeting resolved to extend

the authorization of the Managing Board in such manner that the Managing

Board may cause us to acquire shares in our own share capital, for an 18-

month period beginning June 22, 2023, until December 23, 2024, without

limitation at a price between one euro cent (EUR 0.01) and one hundred ten

percent (110%) of the higher of the average closing price of our shares on the

New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for

the five trading days prior to the day of purchase, or, with respect to Preference

and Finance Preference shares, against a price between one euro cent (EUR

0.01) and three times the issuance price and in accordance with applicable

provisions of Dutch law and our Articles.

Significant agreements to which the Company is a party and

which take effect after or terminate upon a change of control of

the Company following a takeover bid

Certain other provisions of our Articles allow us, under certain circumstances, to

prevent a third party from obtaining a majority of the voting control of our

Common Shares through the issuance of Preference Shares. Pursuant to our

Articles and the resolution adopted by our General Meeting, our Supervisory

Board is entitled to issue Preference Shares in case of an intended takeover of

our company by (i) any person who alone or with one or more other persons,

directly or indirectly, have acquired or given notice of an intent to acquire

(beneficial) ownership of an equity stake which in aggregate equals 20% or

more of our share capital then outstanding or (ii) an “adverse person” as

determined by the Supervisory Board. If the Supervisory Board opposes an

intended takeover and authorizes the issuance of Preference Shares, the bidder

may withdraw its bid or enter into negotiations with the Managing Board and/

or Supervisory Board and agree on a higher bid price for our Shares.

In 2004 (as amended in 2012), we granted an option to the Stichting

Preferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the

exercise of the option by the Foundation is subject to the conditions described

in the paragraph above and which option allows the Foundation to acquire

preference shares from us. The option enables the Foundation to acquire such

number of preference shares as equals the number of our outstanding common

shares at the time of the relevant exercise of the right less one share. When

exercising the option and exercising its voting rights on such shares, the

Foundation must act in our interest and the interests of our stakeholders. The

purpose of the Foundation option is to prevent or delay a change of control that

would not be in the best interests of us and our stakeholders. An important

restriction on the Foundation’s ability to prevent or delay a change of control is

that issuing (preference or other) protective shares enabling the Foundation to

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Corporate Governance

exercise 30% or more of the voting rights without the obligation to make a

mandatory offer for all shares held by the remaining shareholders, is only

allowed after a public offer has been announced by a third party. In addition,

the holding of such a block of shares by the Foundation is restricted to two

years and, as a consequence, the size of the protective stake will need to be

decreased below the 30% voting rights threshold before the two-year period

lapses.

Pursuant to our stock plans, the vesting and exercisability of certain stock rights

will be accelerated in the event of a change of control, as defined in the

agreements under the 2014 and 2023 Stock Plans. Further, certain of our

employment contracts contain provisions which guarantee the payments of

certain amounts in the event of a change in control, or if the executive is

terminated for reasons other than cause, as defined in the agreements.

Agreements between the Company and its Board members

or employees providing for compensation in case of resignation

or termination without valid reason or if employment ceases

due to a change of control

The Managing Board members are appointed annually to one-year terms by

the General Meeting based on the nomination of the Joint Meeting. Further, the

Managing Board members have entered into employment agreements with

QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements

vary for each Managing Board member due to individual arrangements, and

these go beyond the one-year term of appointment as Managing Directors.

These agreements cannot be terminated without cause and, absent such cause,

have to be fulfilled under the terms. These agreements contain provisions that

guarantee certain payments in the event of a change in control, as defined in

the agreements. There are no arrangements for any extra compensation in case

of resignation or termination.

The Supervisory Board members are also appointed annually by the General

Meeting based on the nomination of the Joint Meeting.

There are no additional employments in place and there are no arrangements

for any extra compensation in case of resignation or termination.

The General Meeting determines the remuneration of the members of the

Supervisory Board.

Reporting in accordance with Directive 2004/25/EC of the

European Parliament and of the Council of April 21, 2004, on

takeover bids

Not applicable

Structure of our capital, including securities which are not

admitted to trading on a regulated market in a Member State of

the European Union

The authorized classes of our shares consist of common shares, Financing

Preference Shares and Preference Shares. No Financing Preference Shares or

Preference Shares have been issued.

As of December 31, 2023, a total of approximately 228.2 million Common

Shares were outstanding along with approximately 4.0 million additional

shares reserved for issuance upon the vesting of outstanding stock awards.

Additionally, convertible debt issued in 2020 and Warrants issued as part of

the Call Spread Overlay discussed further in Note 16 "Financial Debts" cover

an aggregate of 17.1 million underlying shares of common stock or up to a

maximum of 27.0 million shares, subject to customary adjustments under

certain circumstances.

Shares - restrictions on the transfer of securities

Our Shares are issued in registered form only. No Share certificates are issued

for our Shares, which are registered in either our Shareholders Register with

Equiniti Trust Company, LLC, our transfer agent and registrar in New York, or

our shareholder register with TMF Fund Services B.V., Westblaak 89, 3012 KG

Rotterdam, the Netherlands.

The transfer of registered Shares requires a written instrument of transfer and

the written acknowledgment of such transfer by QIAGEN or the New York

Transfer Agent (in our name).

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Anti-Takeover Measures

In 2004, the Supervisory Board granted an option to the Dutch Foundation

Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire

preference shares from QIAGEN if (i) a person has (directly or indirectly)

acquired or has expressed a desire to acquire more than 20% of our issued

share capital, or (ii) a person holding at least a 10% interest in the share

capital has been designated as a hostile person by our Supervisory Board. The

option enables the Foundation to acquire preference shares equal to the

number of our outstanding common shares at the time of the relevant exercise

of the right, less one share. When exercising the option and exercising its

voting rights on these shares, the Foundation must act in the interest of QIAGEN

and the interests of our stakeholders. No preference shares are currently

outstanding.

Additional Information

Cyber Security

Cyber security risks are managed at multiple levels throughout the Company

and are considered in the context of our overall Enterprise Risk Management as

discussed under Risks and Risk Management. Cyber security risks facing our

business that are reasonably likely to materially affect us, including our business

strategy, results of operations or financial condition, are described in Risks and

Risk Management under “We rely on secure communication and information

systems and are subject to privacy and data security laws which, in the event of

a disruption, breach, violation or failure, could adversely affect our business.”

In the last three years through the date of this annual report, there have been no

breaches of cyber security or other related risk threats that have or are

reasonably likely to have, a material impact to our business. We have not

incurred any material expenses and have not incurred any penalties or

settlements.

Cyber Security Risk Management and Strategy

Embedded in our risk management strategy, we maintain a comprehensive

cyber security program to identify and assess material risks, including external

threats, to ensure the confidentiality and integrity of our information assets, and

to ensure our IT systems operate effectively. Reporting to our Chief Financial

Officer, our Chief Information Security Officer (CISO) is responsible for our

enterprise and cyber risk management and leads our cyber security program. A

subject-matter expert with more than a decade of experience leading

information security programs, our CISO is supported by a global team of

security professionals. These security professionals focus on information security

and evaluate our global processes and relevant cyber security threats. The

severity and materiality of incidences are address through an incident reporting

process, and if necessary are escalated internally to senior management, which

assesses the need for public disclosure.

Our cyber security program includes robust testing and training and we engage

third parties in connection with such processes to ensure the effectiveness of our

cyber security controls. Additionally, relevant third-party service providers are

subject to cyber security review. Further details are discussed under Data and

Cyber Security.

Cyber Security Governance

The Managing Board is ultimately responsible for cyber security management,

which is overseen by our Audit Committee, a committee of our Supervisory

Board. The CISO reports to the Audit Committee on cyber security risks and

incidents. This reporting includes an update on cyber risk management, internal

security awareness testing results, cyber incident response, and planned

improvements. In the event of a material incidence, the Audit Committee would

be informed in a timely manner and kept updated regarding the mitigation and

remediation of such incidence, and would be involved in the assessment of any

public disclosure.

Stock Plans

The stock plan is administered by the Compensation & Human Resources

Committee of the Supervisory Board, which selects participants from among

eligible employees, consultants and directors, and determines the number of

shares subject to the stock-based award, the length of time the award will

remain outstanding, the manner and time of the award's vesting, the price per

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share subject to the award, and other terms and conditions of the award

consistent with the Plan. The Compensation & Human Resources Committee's

decisions are subject to the approval of the Supervisory Board.

The Compensation & Human Resources Committee has the power, subject to

Supervisory Board approval, to interpret the plans and to adopt such rules and

regulations (including the adoption of “sub plans” applicable to participants in

specified jurisdictions) as it may deem necessary or appropriate. The

Compensation & Human Resources Committee or the Supervisory Board may at

any time amend the plans in any respect, subject to Supervisory Board

approval, and except that (i) no amendment that would adversely affect the

rights of any participant under any option previously granted may be made

without such participant's consent, and (ii) no amendment shall be effective

prior to shareholder approval to the extent such approval is required to ensure

favorable tax treatment for incentive stock options or to ensure compliance with

Rule 16b-3 under the United States Securities Exchange Act of 1934, as

amended (the Exchange Act) at such times as any participants are subject to

Section 16 of the Exchange Act.

On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock

Plan, which will replace the 2014 Stock Plan in May 2024. Further detailed

information regarding stock options and awards granted under the plan can be

found in Note 22 "Share-Based Compensation" included in the Consolidated

Financial Statements.

Whistleblower Policy and Corporate Code of Conduct and Ethics

We have a formal Whistleblower Policy concerning the reporting of alleged

irregularities within QIAGEN of a general, operational or financial nature.

Furthermore, we have a published Corporate Code of Conduct and Ethics that

outlines business principles for our employees and rules of conduct. The

Corporate Code of Conduct and Ethics can be found on our website at

www.qiagen.com.

Insider Trading Policy

Dealings in our Shares based on material non-public information about

QIAGEN is strictly prohibited under U.S. and German securities laws.

These laws are complex and penalties can be severe. In order to protect

QIAGEN and its employees from such sanctions, we have adopted an Insider

Trading Policy that outlines basic rules, including procedures governing any

dealings in our Shares, that apply to potential Insiders (individuals with

knowledge of non-public material information) and holders of QIAGEN Shares

(including stock options and Restricted Stock Units). The Insider Trading Policy

applies to the Supervisory Board, Managing Board, and all employees of

QIAGEN N.V. and its subsidiaries.

Clawback Policy

To create and maintain a culture that emphasizes integrity and accountability

and that reinforces our pay-for-performance compensation philosophy, the

Managing Board and Supervisory Board adopted a policy which provides for

the recoupment of certain executive compensation in the event of an accounting

restatement resulting from material non-compliance with financial reporting

requirements under the federal securities laws (Clawback Policy). The

Clawback Policy applies to our current and former executive officers, as

determined by the Supervisory Board, in accordance with the requirements of

Section 10D of the Exchange Act and any applicable rules or standards

adopted by the SEC and any national securities exchange on which our

securities are listed, and such other employees who may from time to time be

deemed subject to the Clawback Policy by the Supervisory Board.

Independent Auditors

In accordance with the requirements of Dutch law, our independent auditor for

our statutory consolidated financial statements prepared in accordance with

International Financial Reporting Standards as adopted by the European Union

and filed with the Netherlands Authority for the Financial Markets (AFM), is

appointed, and may be removed by, the General Meeting. The Supervisory

Board nominates a candidate for the appointment as external auditor, for

which the Audit Committee advises the Supervisory Board. At the Annual

General Meeting in 2023, KPMG Accountants N.V. was appointed as external

auditor for the Company for the 2023 year. The external auditor is invited to

attend the meeting of the Supervisory Board at which the statutory financial

statements prepared in accordance with International Financial Reporting

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Standards and filed with the AFM shall be approved and is furthermore invited

to attend the General Meeting at which the statutory financial statements are

adopted, and may be questioned by the General Meeting on its statement on

the fairness of our annual accounts prepared in accordance with International

Financial Reporting Standards.

Following the appointment of KPMG Accountants N.V. for the audit of our

statutory consolidated financial statements, the external auditor for our

consolidated financial statements prepared under U.S. generally accepted

accounting principles is KPMG AG Wirtschaftsprüfungsgesellschaft, which

audited the U.S. GAAP consolidated financial statements as of and for the year

ended December 31, 2023.

The remuneration of the external auditor, and instructions to the external auditor

to provide non-audit services, shall be approved by the Supervisory Board on

the recommendation of the Audit Committee, and after consultation with the

Managing Board. At least once every four years, the Supervisory Board and

the Audit Committee shall conduct a thorough assessment of the functioning of

the external auditor. The main conclusions of this assessment shall be

communicated to the General Meeting for the purposes of assessing the

nomination for the appointment of the external auditor.

KPMG Accountants N.V. have been our auditor since 2015. According to

Dutch regulations, an audit firm can be elected only for a period of 10

subsequent years. Therefore, we must appoint a new auditor beginning 2025.

Accordingly, the Supervisory Board has decided to nominate Ernst & Young

Accountants LLP as its external auditor for the reporting year 2025. The formal

appointment of Ernst & Young Accountants LLP will be submitted for voting at

QIAGEN's 2024 AGM.

Dutch Corporate Governance Code – Comply or Explain

The corporate governance structure and compliance with the Dutch Code is the

joint responsibility of the Managing Board and the Supervisory Board. They are

accountable for this responsibility to the General Meeting. We continue to seek

ways to improve our corporate governance by measuring itself against

international best practice. The Dutch Code was last amended on December

20, 2022, and can be found at www.mccg.nl.

Non-application of a specific best practice provision is not in itself considered

objectionable by the Dutch Code, and may well be justified because of

particular circumstances relevant to a company. In accordance with Dutch law,

we disclose in our Annual Report the application of the Dutch Code's principles

and best practice provisions.

To the extent that we do not apply certain principles and best practice

provisions, or do not intend to apply these in the current or the subsequent

year, we state the reasons.

We take a positive view of the Dutch Code and apply nearly all of the best

practice provisions. However, we prefer not to apply some provisions due to

the international character of our business as well as the fact - acknowledged

by the Commission that drafted the Dutch Code - that existing contractual

agreements between QIAGEN and individual members of the Managing Board

cannot be set aside at will.

The following provides an overview of exceptions that we have identified:

1.Best practice provision 2.2.2 recommends that a Supervisory Board member

is appointed for a period of four years and may then be reappointed once

for another four-year period. The Supervisory Board member may then

subsequently be reappointed again for a period of two years, which

appointment may be extended by at most two years.

Members of the Supervisory Board are appointed annually for a one-year

period beginning on the day following the General Meeting up to and

including the day of the General Meeting held in the following year. Dr.

Metin Colpan joined the Supervisory Board in 2004, while Ms. Elizabeth

Tallett has been a Supervisory Board member since 2011, Mr. Lawrence A.

Rosen since 2013 and Prof. Dr. Elaine Mardis since 2014. Dr. Colpan

brings extensive contributions to the Supervisory Board based on his in-depth

scientific and commercial experience, and above all his role as a co-founder

of QIAGEN. He has also served as a board member for various other

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healthcare industry companies, which provides unique perspectives and

valuable contributions to the discussions of our Board. Ms. Tallett has

executive- and board-level experience at a number of international

companies, in particular in the pharmaceutical, biotechnology and

healthcare and payor industries. Areas of expertise include international

operations, mergers and acquisitions, strategic planning, marketing, product

development, talent management and executive compensation. Mr. Rosen is

a highly experienced executive who has served at the highest levels of

various publicly-listed multinational companies, including Deutsche Post AG,

Fresenius Medical Care AG & Co. KGaA and Aventis SA. He contributes to

the profile of the Supervisory Board with his knowledge and cross-border

expertise developed during a career working primarily in Europe and

outside his home country of the United States. Key areas in which Mr. Rosen

contributes his expertise include finance, strategy, mergers and acquisitions,

investor relations, corporate governance and engagement with the capital

markets. Prof. Dr. Mardis provides significant scientific acumen to QIAGEN,

especially given her international reputation and many contributions to

advancing our knowledge about biology. QIAGEN highly values and

appreciates the full engagement of Dr. Colpan, Ms. Tallett, Mr. Rosen and

Prof. Dr. Mardis to the success of our Company, and believes that they

beneficially supplement the diverse and mixed profile of the Supervisory

Board.

2.Best practice provision 2.2.4 recommends that the Supervisory Board should

draw up a retirement schedule in order to avoid, as far as possible, a

situation in which many Supervisory Board members retire simultaneously.

The retirement schedule should be made generally available and should be

posted on the company’s website.

The Supervisory Board follows the practice to discuss retirement plans of

individual members early to proactively manage continuity within the

Supervisory Board. QIAGEN believes that this practice provides a more

flexible and better succession planning than a fixed retirement schedule.

3.Best practice provision 3.1.2 vi recommends that when formulating the

remuneration policy, it should be considered that shares awarded to

members of the Management Board should be held for a period of at least

five years

Pursuant to the Company’s Remuneration Policy, long-term equity-based

grants to members of the Managing Board under the 2022 Plan primarily

consist of an award of performance stock units, i.e., long-term incentive

awards which are dependent upon the achievement of pre-defined

performance goals. Grants of restricted stock units, which are based on time

vesting only, are no longer to be granted. Performance stock units and

restricted stock units granted until February 2018 are basically structured so

that 40% of a grant vests after three years, 50% after five years, and the

remaining 10% after ten years. Grants of performance stock units and

restricted stock units granted after February 2018 vest 40% after three years,

60% after five years. Beginning in February 2021, grants of performance

stock units vest after three years.

4.Best practice provision 3.2.3 recommends that the maximum remuneration in

the event of dismissal of a Management Board member may not exceed one

year's salary (the "fixed" remuneration component).

Our Managing Board members have entered into agreements with QIAGEN

N.V. and some QIAGEN affiliates for which they hold managing positions.

In case of termination of an agreement without serious cause as defined by

the applicable law, the respective affiliate would remain obliged to

compensate the Managing Board member for the remaining term of the

employment agreement.

5.Best practice provision 3.3.2 recommends that a Supervisory Board member

may not be granted any shares and/or rights to shares by way of

remuneration.

QIAGEN has granted stock options to the members of the Supervisory Board

as a remuneration component since its establishment until 2013, when we

stopped granting stock options. Since 2007, Supervisory Board members

have been granted restricted stock units. We believe that the reasonable

level of equity-based compensation which we practice allows a positive

alignment of shareholder interests with the other duties of the Supervisory

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Board and that this practice is necessary to attract and retain Supervisory

Board members as the granting of share-based compensation to Supervisory

Board members is a common practice in our industry.

NYSE Exemptions

Exemptions from the NYSE corporate governance standards are available to

foreign private issuers, such as QIAGEN when those standards are contrary to

a law, rule or regulation of any public authority exercising jurisdiction over

such issuer or contrary to generally accepted business practices in the issuer’s

country of domicile. In connection with QIAGEN’s listing on the NYSE, the

NYSE accepted QIAGEN's exemptions from certain corporate governance

standards that are contrary to the laws, rules, regulations or generally accepted

business practices of the Netherlands. These exemptions and the practices

followed by QIAGEN are described below:

•QIAGEN is exempt from NYSE’s quorum requirements applicable to

meetings of ordinary shareholders. In keeping with the law of the

Netherlands and generally accepted business practices in the Netherlands,

QIAGEN’s Articles of Association provide that there are no quorum

requirements generally applicable to meetings of the General Meeting.

•QIAGEN is exempt from NYSE’s requirements that shareholder approval be

obtained prior to the establishment of, or material amendments to, stock

option or purchase plans and other equity compensation arrangements

pursuant to which options or stock may be acquired by directors, officers,

employees or consultants. QIAGEN is also exempt from NYSE’s requirements

that shareholder approval be obtained prior to certain issuances of stock

resulting in a change of control, occurring in connection with acquisitions of

stock or assets of another company or issued at a price less than the greater

of book or market value other than in a public offering. QIAGEN’s Articles of

Association do not require approval of the General Meeting prior to the

establishment of a stock plan. The Articles of Association also permit the

General Meeting to grant the Supervisory Board general authority to issue

shares without further approval of the General Meeting. QIAGEN’s General

Meeting has granted the Supervisory Board general authority to issue up to a

maximum of our authorized capital without further approval of the General

Meeting. QIAGEN plans to seek approval of the General Meetings for stock

plans and stock issuances only where required under the law of the

Netherlands or under QIAGEN’s Articles of Association.

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Compensation of Managing and Supervisory

Boards

The Remuneration Policy for the Managing Board was approved by

shareholders at the Annual General Meeting (AGM) in June 2021, and came

into force the day after the AGM. This policy complies with the Dutch law

provisions implementing the Shareholders Rights Directive II (EU Directive

2017/828). Under Dutch law, the Supervisory Board will be required to submit

a proposal to adopt a Remuneration Policy for the Managing Board no later

than at the AGM to be held in 2025.

Managing Board Remuneration Policy

Remuneration of Managing Board members consists of a combination of base

salary, short-term variable cash incentive (STI) tied to the achievement of annual

Corporate Goals and Team Goals, and a long-term incentive (LTI) granted in

share units that only vest after multiple years upon the achievement of pre-

defined targets. In addition, Managing Board members can receive deferred

compensation contributions and other benefits in line with market practices.

The Remuneration Policy complies with the best practices in Corporate

Governance in the U.S. and Germany, where our shares are listed on the New

York Stock Exchange (NYSE) and the Frankfurt Stock Exchange, respectively.

The inclusion of perspectives from the U.S. is particularly important given that

this country is the domicile of many of our competitors, and for many members

of our leadership and senior executive team, and also a country that represents

more than 45% of our annual sales.

The remuneration package for Managing Board members is designed to have

a significant portion of total compensation in variable awards. The value of

these awards can differ substantially from year to year depending on actual

performance. Within the variable component, the incentives for short-term

performance targets have a lower weight than those for long-term incentives,

which are aimed at delivering sustainable value creation for our stakeholders,

including shareholders.

A copy of the Remuneration Policy for the Managing Board can be found on

our website at www.qiagen.com.

Managing Board Compensation for 2023

For the year ended December 31, 2023, the Managing Board members

received the following compensation:

	Annual compensation				Long-term compensation
Managing board member	Fixed salary	Variable cash bonus	Other(1)	Total	Benefit plans	Performance stock units granted
Thierry Bernard	$978,500	780,354	33,320	$1,792,174	$199,700	119,695
Roland Sackers	$588,000	319,730	40,270	$948,000	$117,270	67,723

(1)Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Board members' personal expenses related to

attending out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other

reimbursements or payments that in total did not exceed $10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment

agreements.

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Corporate Governance

Supervisory Board Remuneration Policy

At the Annual General Meeting of Shareholders in 2021, an update to the

Remuneration Policy for the Supervisory Board was adopted to harmonize the

annual compensation granted to members of certain Board committees. This

policy complies with the Dutch law provisions implementing the Shareholders

Rights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory

Board will be required to submit a proposal to adopt a Remuneration Policy for

the Supervisory Board no later than at the Annual General Meeting to be held

in 2024.

The objective of the Remuneration Policy for the Supervisory Board is to attract,

retain, and motivate highly qualified Board members, taking into account

QIAGEN's mission and vision, as well as strategic initiatives and opportunities

to create value for stakeholders, including shareholders. It focuses on achieving

a total remuneration level, both short-term and long term, that is comparable

with levels provided by other European and U.S.-based companies.

This Policy supports the long-term development and strategy of QIAGEN in a

highly dynamic environment, while aiming to address the requests of various

stakeholders and maintaining an acceptable risk profile. It builds on

remuneration principles and practices that have proven to be both fitting and

effective for us, especially as a Dutch incorporated company with global

operations, as well as stock market listings in the U.S. and Germany. The

Supervisory Board ensures that the Policy and its implementation are linked to

our objectives.

Supervisory Board Compensation for 2023

The Supervisory Board compensation for 2023 consists of fixed compensation

and additional amounts for Chair and Vice Chair. Annual remuneration of the

Supervisory Board members is as follows:

Fee payable to the Chair of the Supervisory Board	$150,000
Fee payable to each member of the Supervisory Board	$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee	$25,000
Member of the Audit Committee	$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & ESG Committee, or (iii) the Science & Technology Committee	$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & ESG Committee, or (iii) the Science & Technology Committee	$11,000
Chair of other committees	$12,000
Member of other committees	$6,000

Supervisory Board members will also be reimbursed for tax consulting costs

incurred in connection with the preparation of their tax returns up to an amount

of €5,000 per person per year.

Supervisory Board members also receive a variable component, in the form of

share-based compensation. We did not pay any agency or advisory service

fees to members of the Supervisory Board in 2023.

The Supervisory Board meetings and the Supervisory Board committee meetings

are held over a number of days, ensuring there is time for review and

discussion. At each meeting, the Supervisory Board members discuss among

themselves the goals and outcome of the meeting, as well as topics such as the

functioning and composition of the Supervisory Board and the Managing

Board. The Supervisory Board Report contains an overview of the committee

membership and meetings attended in 2023.

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Corporate Governance

For the year ended December 31, 2023, members of the Supervisory Board received the following compensation:

Supervisory board member	Fixed remuneration	Committee chair	Committee membership	Total(1)	Restricted stock units
Lawrence A. Rosen	$150,000	18,000	20,500	$188,500	7,917
Dr. Metin Colpan	$57,500	18,000	11,000	$86,500	7,917
Thomas Ebeling(2)	$28,750	—	5,500	$34,250	7,917
Dr. Toralf Haag	$57,500	25,000	—	$82,500	7,917
Dr. Ross L. Levine	$57,500	—	11,000	$68,500	7,917
Dr. Elaine Mardis	$57,500	—	22,000	$79,500	7,917
Dr. Eva Pisa	$57,500	—	11,000	$68,500	7,917
Stephen H. Rusckowski(3)	$40,570	—	5,500	$46,070	—
Elizabeth E. Tallett	$57,500	18,000	26,000	$101,500	7,917

(1)Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.

(2)Thomas Ebeling did not stand for re-appointment at AGM in June 2023.

(3)Stephen H. Rusckowski joined the Supervisory Board in April 2023, and was not eligible for the equity grant for 2023.

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Corporate Governance

Share Ownership

The following table sets forth certain information as of January 31, 2024,

concerning the ownership of Common Shares by members of the Managing

Board and Supervisory Board. In preparing the following table, we have relied

on information furnished by such persons.

Name and country of residence	Shares beneficially owned(1)
	Number(2)		Percent ownership
Thierry Bernard, United States	182,662	(3)	*
Roland Sackers, Germany	246,377	(4)	*
Dr. Metin Colpan, Germany	410,886	(5)	*
Dr. Toralf Haag, Germany	679	(6)	*
Dr. Ross L. Levine, United States	12,793	(7)	*
Dr. Elaine Mardis, United States	—	(8)	*
Dr. Eva Pisa, Switzerland	—		*
Lawrence A. Rosen, United States	10,399	(9)	*
Stephen H. Rusckowski, United States	25		*
Elizabeth Tallett, United States	44,011	(10)	*

(1)*Indicates that the person beneficially owns less than 0.5% of the Common Shares issued and outstanding as of January 31, 2024.The number of Common Shares outstanding as of January 31, 2024

was 221,356,630. The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as

shareholders with respect to Common Shares.

(2)Does not include Common Shares subject to options or awards held by such persons as of January 31, 2024. See footnotes below for information regarding stock awards that could become releasable

within 60 days of the date of this table.

(3)Does not include 101,129 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(4)Does not include 200,158 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(5)Includes 347,156 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan. Does not include 8,591 shares issuable upon the release of unvested stock awards that could

become releasable within 60 days from the date of this table.

(6)Does not include 2,992 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(7)Does not include 8,591 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(8)Does not include 8,591 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(9)Does not include 8,591 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

(10)Does not include 8,591 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.

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Corporate Governance

Table of Contents
99	Report of Independent Registered Public Accounting Firm
102	Report of Independent Registered Public Accounting Firm
104	Consolidated Balance Sheets
106	Consolidated Statements of Income
107	Consolidated Statements of Comprehensive Income
108	Consolidated Statements of Changes in Equity
109	Consolidated Statements of Cash Flows
111	Notes to Consolidated Financial Statements
111	1. Corporate Information and Basis of Presentation	153	16. Debt
112	2. Effects of New Accounting Pronouncements	163	17. Income Taxes
113	3. Summary of Significant Accounting Policies	168	18. Equity
126	4. Revenue	170	19. Earnings per Common Share
130	5. Acquisitions	171	20. Commitments and Contingencies
131	6. Restructuring	173	21. Segment Information
132	7. Short-Term Investments	175	22. Share-Based Compensation
133	8. Prepaid Expenses and Other Current Assets	178	23. Employee Benefits
134	9. Property, Plant and Equipment	179	24. Related Party Transactions
135	10. Investments	180	25. Subsequent Event
138	11. Goodwill and Intangible Assets
140	12. Leases
143	13. Accrued and Other Current Liabilities
143	14. Derivatives and Hedging
150	15. Financial Instruments and Fair Value Measurements

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 98
Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of QIAGEN N.V. and subsidiaries (the Company) as of

December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity,

and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes

(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its

operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with

U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission, and our report dated March 8, 2024 expressed an unqualified opinion on the effectiveness of the

Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, in 2021, the Company changed its method of accounting

for convertible instruments due to the adoption of ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible

Instruments and Contracts in an Entity's Own Equity.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to

express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm

registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

PCAOB.

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Consolidated Financial Statements

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial

statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial

statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts

or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of unrecognized tax benefits

As discussed in Note 17 to the consolidated financial statements, the Company conducts its business globally and

operates more than 50 consolidated subsidiaries in multiple tax jurisdictions. This multi-jurisdictional business operation

involves complex intercompany operating and financing activities. The nature of these activities can result in

uncertainties in the estimation of the related income tax exposures. The Company initially recognizes and subsequently

measures the unrecognized tax benefit in its consolidated financial statements when it is more likely than not that the

position will be sustained upon examination by the taxing authorities. As of December 31, 2023, the Company

recorded unrecognized tax benefits of $95.6 million.

We identified the assessment of unrecognized tax benefits as a critical audit matter. Complex auditor judgment and

specialized skills and knowledge were required in evaluating the Company’s interpretation and application of tax laws

in the jurisdictions where it operates and its estimate of the resolution of the tax position.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design

and tested the operating effectiveness of certain internal controls related to the Company’s unrecognized tax benefit

process, including controls related to (1) its interpretation and application of tax statutes and legislation, and changes

thereto, in the various jurisdictions in which it operates and (2) its determination of the estimate for the associated

unrecognized tax benefit. We inspected the Company’s legal composition to identify and assess changes in operating

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 100
Consolidated Financial Statements

structures and financing arrangements. We inquired of the Company’s tax department in combination with inspecting

correspondence with the responsible taxing authorities with respect to the results of inspections by taxing authorities.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in:

–analyzing the Company’s interpretation and application of multi-jurisdictional income tax laws, and changes

thereto, and its impact on the unrecognized tax benefit by reading advice obtained from the Company’s external

specialists

–inspecting the lapse of statute of limitations and settlements with taxing authorities over a selection of unrecognized

tax benefits to evaluate the amount in the settlement documents compared to the unrecognized tax benefit, and

–inspecting a selection of intercompany operating and financing activities between group entities to assess the

sustainability of tax positions based on their technical merits and the probabilities of possible settlement

alternatives.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

We have served as the Company’s auditor since 2015.

Düsseldorf, Germany

March 8, 2024

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Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on Internal Control Over Financial Reporting

We have audited QIAGEN N.V. and subsidiaries’ (the Company) internal control over financial reporting as of December

31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,

effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal

Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related

consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the

three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements),

and our report dated March 8, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying ’Report of

Management on Internal Control over Financial Reporting’. Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects. Our audit of internal control over financial reporting included obtaining an

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also

included performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

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Consolidated Financial Statements

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Düsseldorf, Germany

March 8, 2024

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Consolidated Financial Statements

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands)		As of December 31,
	Notes	2023	2022
Assets
Current assets:
Cash and cash equivalents	(3)	$668,084	$730,669
Short-term investments	(7)	389,698	687,597
Accounts receivable, net of allowance for credit losses of $17,296 and $22,880, respectively	(3, 24)	381,877	323,750
Inventories, net	(3)	398,385	357,960
Prepaid expenses and other current assets (of which $11,929 due from related parties in 2022)	(8, 24)	309,516	293,976
Total current assets		2,147,560	2,393,952
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $516,765 and $502,967, respectively	(9)	765,037	662,170
Goodwill	(11)	2,475,732	2,352,569
Intangible assets, net of accumulated amortization of $748,590 and $727,691, respectively	(11)	526,821	544,796
Fair value of derivative instruments - long-term	(14)	3,083	131,354
Other long-term assets	(10, 12, 17)	196,957	202,894
Total long-term assets		3,967,630	3,893,783
Total assets		$6,115,190	$6,287,735

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 104

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands, except par value)		As of December 31,
	Notes	2023	2022
Liabilities and equity
Current liabilities:
Current portion of long-term debt	(16)	$587,970	$389,552
Accrued and other current liabilities	(13, 24)	407,168	486,237
Accounts payable	(24)	84,155	98,734
Total current liabilities		1,079,293	974,523
Long-term liabilities:
Long-term debt, net of current portion	(16)	921,824	1,471,898
Fair value of derivative instruments - long-term	(14)	98,908	156,718
Other long-term liabilities	(4, 12, 15,17)	207,401	217,985
Total long-term liabilities		1,228,133	1,846,601
Commitments and contingencies	(20)
Equity:
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding		—	—
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding		—	—
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—230,829 shares		2,702	2,702
Additional paid-in capital		1,915,115	1,868,015
Retained earnings		2,456,800	2,160,173
Accumulated other comprehensive loss	(18)	(433,830)	(404,091)
Less treasury shares, at cost—2,627 and 3,113 shares, respectively	(18)	(133,023)	(160,188)
Total equity		3,807,764	3,466,611
Total liabilities and equity		$6,115,190	$6,287,735

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 105

QIAGEN N.V. and Subsidiaries Consolidated Statements of Income

(in thousands, except per share data)		Years ended December 31,
	Notes	2023	2022	2021
Net sales	(3, 4, 24)	$1,965,311	$2,141,518	$2,251,657
Cost of sales:
Cost of sales		667,425	696,472	733,719
Acquisition-related intangible amortization	(3)	64,198	60,483	67,118
Total cost of sales		731,623	756,955	800,837
Gross profit		1,233,688	1,384,563	1,450,820
Operating expenses:
Sales and marketing		459,912	474,220	456,392
Research and development	(3)	198,511	189,859	189,964
General and administrative	(3)	119,254	129,725	128,076
Acquisition-related intangible amortization	(3)	10,764	14,531	18,542
Restructuring, acquisition, integration and other, net	(1, 3, 6)	35,309	44,768	27,762
Total operating expenses		823,750	853,103	820,736
Income from operations		409,938	531,460	630,084
Other income (expense):
Interest income		78,992	32,757	9,555
Interest expense		(53,410)	(58,357)	(54,477)
Other (expense) income, net	(10, 14)	(5,711)	6,741	40,671
Total other income (expense), net		19,871	(18,859)	(4,251)
Income before income tax expense		429,809	512,601	625,833
Income tax expense	(3, 17)	88,506	89,390	113,234
Net income		$341,303	$423,211	$512,599
Basic earnings per common share	(19)	$1.50	$1.86	$2.25
Diluted earnings per common share	(19)	$1.48	$1.84	$2.21
Weighted-average common shares outstanding:
Basic	(19)	228,146	227,577	227,983
Diluted	(19)	230,619	230,136	232,034

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 106

QIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income

(in thousands)		Years ended December 31,
	Notes	2023	2022	2021
Net income		$341,303	$423,211	$512,599
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:
(Losses) gains on cash flow hedges (net of $18,344 tax benefit in 2023)	(14)	(52,755)	(24,098)	16,780
Reclassification adjustments on cash flow hedges (net of $17,183 tax expense in 2023)	(14)	49,417	21,940	(17,010)
Cash flow hedges, net of tax		(3,338)	(2,158)	(230)
Net investment hedge	(14)	(18,396)	(14,724)	24,743
Gain on pension (net of $72, $528 and $5 tax expense in 2023, 2022 and 2021, respectively)		167	1,233	11
Foreign currency translation adjustments (net of $854 and $1,674 tax benefit in 2022 and 2021, respectively)		(8,172)	(61,772)	(107,372)
Other comprehensive loss		(29,739)	(77,421)	(82,848)
Comprehensive income		$311,564	$345,790	$429,751

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 107

QIAGEN N.V. and Subsidiaries Consolidated Statements of Changes in Equity

(in thousands)	Notes	Common shares		Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury shares		Total equity
		Shares	Amount				Shares	Amount
Balance at December 31, 2020		230,829	$2,702	$1,834,169	$1,323,091	($243,822)	(2,844)	($118,301)	$2,797,839
ASU 2020-06 impact of change in accounting policy	(2)	—	—	(54,052)	263	—	—	—	(53,789)
Net income		—	—	—	512,599	—	—	—	512,599
Other comprehensive loss		—	—	—	—	(82,848)	—	—	(82,848)
Purchase of treasury shares	(18)	—	—	—	—	—	(1,891)	(99,987)	(99,987)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(44,213)	—	1,441	52,132	7,919
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(461)	(23,574)	(23,574)
Share-based compensation	(22)	—	—	38,391	—	—	—	—	38,391
Balance at December 31, 2021		230,829	$2,702	$1,818,508	$1,791,740	($326,670)	(3,755)	($189,730)	$3,096,550
Net income		—	—	—	423,211	—	—	—	423,211
Other comprehensive loss		—	—	—	—	(77,421)	—	—	(77,421)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(54,778)	—	1,171	54,899	121
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(529)	(25,357)	(25,357)
Share-based compensation	(22)	—	—	49,507	—	—	—	—	49,507
Balance at December 31, 2022		230,829	$2,702	$1,868,015	$2,160,173	($404,091)	(3,113)	($160,188)	$3,466,611
Net income		—	—	—	341,303	—	—	—	341,303
Other comprehensive loss		—	—	—	—	(29,739)	—	—	(29,739)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(44,676)	—	873	44,840	164
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(387)	(17,675)	(17,675)
Share-based compensation	(22)	—	—	47,100	—	—	—	—	47,100
Balance at December 31, 2023		230,829	$2,702	$1,915,115	$2,456,800	($433,830)	(2,627)	($133,023)	$3,807,764

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 108

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2023	2022	2021
Cash flows from operating activities:
Net income		$341,303	$423,211	$512,599
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired:
Depreciation and amortization		205,336	208,397	214,931
Non-cash impairments	(6, 10)	4,158	12,970	—
Amortization of debt discount and issuance costs		30,162	33,701	32,294
Share-based compensation expense	(22)	47,100	49,507	38,391
Deferred tax expense (benefit)	(17)	10,731	(9,603)	(5,288)
Loss on marketable securities		—	6,230	6,550
Gain on sale of investment	(10)	—	—	(36,086)
Other items, net including fair value changes in derivatives		7,623	22,732	5,622
Net changes in operating assets and liabilities:
Accounts receivable	(3)	(55,119)	15,451	(7,402)
Inventories	(3)	(44,787)	(61,950)	(81,803)
Prepaid expenses and other current assets	(8)	4,390	58,999	13,918
Other long-term assets		691	(2,025)	1,400
Accounts payable		(22,417)	(1,756)	(5,975)
Accrued and other current liabilities	(13)	(55,583)	(17,837)	(71,681)
Income taxes	(17)	(7,458)	(21,894)	(12,832)
Other long-term liabilities		(6,675)	(869)	34,363
Net cash provided by operating activities		459,455	715,264	639,001
Cash flows from investing activities:
Purchases of property, plant and equipment		(149,710)	(129,224)	(189,904)
Purchases of intangible assets	(11)	(13,092)	(20,112)	(16,630)
Purchases of short-term investments	(7)	(976,448)	(1,385,929)	(397,650)
Proceeds from redemptions of short-term investments	(7)	1,270,551	883,083	359,560
Cash paid for acquisitions, net of cash acquired	(5)	(149,532)	(63,651)	—
Cash (paid) received for collateral asset	(14)	(66,583)	(9,881)	44,900
Purchases of investments, net	(10)	(2,870)	(1,156)	(2,645)
Other investing activities		29	107	(57)
Net cash used in investing activities		(87,655)	(726,763)	(202,426)

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 109

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2023	2022	2021
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	(16)	—	371,452	—
Repayment of long-term debt	(16)	(400,000)	(480,003)	(41,345)
Proceeds from exercise of call options related to cash convertible notes	(16)	36,762	—	—
Payment of intrinsic value of cash convertible notes	(16)	(36,762)	—	—
Tax withholding related to vesting of stock awards		(17,675)	(25,357)	(23,574)
Cash (paid) received for collateral liability		(16,315)	12,556	8,600
Proceeds from issuance of common shares		163	121	7,919
Cash paid for contingent consideration		—	(4,572)	—
Purchase of treasury shares	(18)	—	—	(99,987)
Other financing activities		—	—	(1,979)
Net cash used in financing activities		(433,827)	(125,803)	(150,366)
Effect of exchange rate changes on cash and cash equivalents		(558)	(12,545)	(3,677)
Net (decrease) increase in cash and cash equivalents		(62,585)	(149,847)	282,532
Cash and cash equivalents, beginning of period		730,669	880,516	597,984
Cash and cash equivalents, end of period		$668,084	$730,669	$880,516
Supplemental cash flow disclosures:
Cash paid for interest		$20,348	$23,208	$21,588
Cash paid for income taxes, net of refunds		$82,409	$120,476	$102,083
Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange	(10)	$2,604	$1,475	$35,705
Intangible asset received in exchange for note receivable		$—	$—	$14,989

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

QIAGEN N.V. | Financial Report 2023 Overview Management Report Corporate Governance Financial Statements Appendices Page 110

1. Corporate Information and Basis of Presentation

Corporate Information

QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we,

our or the Company) is a leading global provider of Sample to Insight solutions that enable customers to gain valuable

molecular insights from samples containing the building blocks of life. Our sample technologies isolate and process DNA,

RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready

for analysis. Bioinformatics software and knowledge bases interpret genomic data to report relevant, actionable insights.

Automation solutions tie these together in seamless and cost-effective workflows. We provide solutions to more than

500,000 customers around the world in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma

R&D and industrial applications, primarily forensics). As of December 31, 2023, we employed approximately 6,000

people in over 35 locations worldwide.

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted

accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless

otherwise indicated.

As of April 1, 2022, the results of our subsidiary in Türkiye are reported under highly inflationary accounting as the prior

three-years cumulative inflation rate exceeded 100 percent.

QIAGEN has a subsidiary in Moscow, Russia. Due to uncertainties related to the war in Ukraine, and although not

material to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination

of credit losses, write-offs and impairments related to our business in Russia totaling $4.0 million. These charges are

included in the line item restructuring, acquisition, integration and other, net in the accompanying consolidated statement

of income. We have suspended activities in Russia and also with our former commercial partner in Belarus.

We undertake acquisitions to complement our own internal product development activities. In January 2023, we acquired

Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human

identification (HID) and forensic investigation located in San Diego, California. In May 2022, we acquired BLIRT S.A., a

supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located

in Gdańsk, Poland. At the acquisition dates, all the assets acquired and liabilities assumed were recorded at their

respective fair values and our consolidated results of operations include the operating results from the acquired companies

from the acquisition dates. These acquisitions were not significant to the overall consolidated financial statements.

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Notes to the Consolidated Financial Statements
December 31, 2023

2. Effects of New Accounting Pronouncements

The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in

2023, 2022 and 2021:

Adoption of New Accounting Standards in 2023

No adoption of new accounting standards in 2023.

Adoption of New Accounting Standards in 2022

ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creates an exception

to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer

to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing

and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. We

early adopted ASU 2021-08 on January 1, 2022. The amended guidance applies on a prospective basis to business

combinations that occur after the adoption date.

Adoption of New Accounting Standards in 2021

ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, removed certain exceptions for

recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim

periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax

goodwill and allocating income taxes to members of a consolidated group. We adopted the ASU on the effective date of

January 1, 2021 and the adoption of this guidance did not have an impact on our consolidated financial statements on the

date of adoption.

ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,

reduced the number of accounting models for convertible instruments. The ASU also amended diluted earnings per share

(EPS) calculations for convertible instruments, which will result in more dilutive EPS results, and also amended the

requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in

equity. ASU 2020-06 was effective for annual periods beginning on January 1, 2022, with earlier adoption on January 1,

2021 permitted. We adopted ASU 2020-06 early on January 1, 2021 and this resulted in a decrease of $54.1 million to

additional paid-in capital and an increase of $0.3 million to retained earnings for the conversion feature to the liability for

our 2027 Convertible Notes further discussed in Note 16 "Debt."

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Notes to the Consolidated Financial Statements

New Accounting Standards Not Yet Adopted

The following new FASB Accounting Standards Updates were not yet adopted as of December 31, 2023:

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was issued in response to

stakeholder requests for more decision-useful information about reportable segments. The amendments in ASU 2023-07

improve reportable segment disclosure requirements through enhanced disclosures. This ASU does not change how a

public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds

to determine reportable segments. This ASU is effective for fiscal years beginning after December 15, 2023, and early

adoption is permitted. We will adopt the new disclosures retrospectively to all prior periods presented in the financial

statements beginning with the annual reporting for the year ended December 31, 2024.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax

disclosures to address investor requests for more information about the tax risks and opportunities present in an entity's

worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective

tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15,

2024, and early adoption is permitted. We will adopt the new disclosures prospectively beginning with the annual

reporting for the year ended December 31, 2025.

3. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All

significant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-

substance common stock of companies where we exercise significant influence over the operations but do not have control,

and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are

accounted for as discussed under "Non-Marketable Investments" below. When there is a portion of equity in an acquired

subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at

the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated

financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its

controlling financial interest in its subsidiary are accounted for as equity transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and

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Notes to the Consolidated Financial Statements

expenses during the reporting period. While changing conditions in our global environment present additional uncertainty,

we continue to use the best information available to form our estimates. Actual results could differ from those estimates.

Concentrations of Risk

We buy materials for products from many suppliers and are not dependent on any one supplier or group of suppliers for

the business as a whole. However, key components of certain products, including certain instrumentation components and

chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any

reason, we may not be able to obtain these materials timely or in sufficient quantities in order to produce certain products

and sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and

biotechnology companies, academic institutions, and government and private laboratories. Fluctuations in the research and

development budgets of these researchers and their organizations for applications in which our products are used could

have a significant effect on the demand for our products.

The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk

in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting

the counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial

instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to

believe that any counterparties will default on their obligations. In order to minimize our exposure with any single

counterparty, we have entered into master agreements which allow us to manage the exposure with the respective

counterparty on a net basis.

Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-

term investments, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and

short-term investments by dealing with highly rated financial institutions and investing in a broad and diverse range of

financial instruments. We have established guidelines related to credit quality and maturities of investments intended to

maintain safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and

diverse customer base which is dispersed over different geographic areas. Allowances are maintained for potential credit

losses and such losses have historically been within expected ranges.

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Notes to the Consolidated Financial Statements

Foreign Currency Translation

Our reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency

of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose

functional currency is not the U.S. dollar, except for Türkiye (which became hyperinflationary and reports in U.S. dollars),

are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end rates,

(2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical rates.

Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a

component of other (expense) income, net. Realized gains or losses on the value of derivative contracts entered into to

hedge the exchange rate exposure of receivables and payables are also included in net income as a component of other

(expense) income, net. The net gain or loss on foreign currency transactions was a net loss of $5.8 million in 2023, a net

gain of $2.7 million in 2022, and a net loss of $9.0 million in 2021 and is included in other (expense) income, net.

The exchange rates of key currencies were as follows:

(USD equivalent for one)	Closing rate at December 31,		Annual average rate
	2023	2022	2023	2022	2021
Euro (EUR)	1.1050	1.0666	1.0814	1.0542	1.1832
Pound Sterling (GBP)	1.2715	1.2026	1.2435	1.2376	1.3758
Swiss Franc (CHF)	1.1933	1.0832	1.1133	1.0486	1.0940
Japanese Yen (JPY)	0.0071	0.0076	0.0071	0.0077	0.0091
Chinese Yuan (CNY)	0.1408	0.1450	0.1413	0.1489	0.1550

Segment Information

We determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board

(FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker

(CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and

types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make

decisions as one reporting unit.

Revenue Recognition

We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the

consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is

recognized when products are shipped to the customers, at which point control transfers.

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Notes to the Consolidated Financial Statements

Warranty

We provide warranties on our products against defects in materials and workmanship for a period of one year. A

provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product

warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance

sheets.

Research and Development

Research and product development costs are expensed as incurred. Research and development expenses consist primarily

of salaries and related expenses, facility costs, and amounts paid to contract research organizations and laboratories for

the provision of services and materials as well as costs for internal use or clinical trials.

Government Grants

We recognize government grants when there is reasonable assurance that all conditions will be complied with and the

grant will be received. Our government grants generally represent subsidies for specified activities and are therefore

recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to

compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same

period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities

in the balance sheet. When the grant relates to an asset, the nominal amount of the grant is deducted from the carrying

amount of the asset and recognized over the same period that the related asset is depreciated.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period

of time to prepare for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)

when such borrowing costs are significant. All other borrowing costs are expensed in the period they occur.

Shipping and Handling Income and Costs

Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sales

revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the

years ended December 31, 2023, 2022 and 2021, shipping and handling costs totaled $32.4 million, $34.4 million and

$31.7 million, respectively.

Advertising Costs

The costs of advertising are expensed as incurred and are included as a component of sales and marketing expense.

Advertising costs for the years ended December 31, 2023, 2022 and 2021 were $11.5 million, $15.8 million and $13.5

million, respectively.

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Notes to the Consolidated Financial Statements

General and Administrative

General and administrative expenses primarily represent the costs required to support administrative infrastructure. These

costs include licensing costs in connection with continued investments in information technology improvements, including

cyber security, across the organization as well as personnel in administrative functions.

Restructuring, Acquisition, Integration and Other

We incur indirect acquisition and business integration costs in connection with business combinations which are expensed

when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business

combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the

acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and

public relations, advertising and media costs for re-branding of the combined organization.

Restructuring costs include personnel costs (principally termination benefits) as well as contract and other costs, primarily

contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic 712, Compensation

- Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be entitled to benefits

and the amounts can be reasonably estimated. Estimates of termination benefits are based on the frequency of past

termination benefits, the similarity of benefits under the current plan and prior plans, and the existence of statutory required

minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC Topic 420, Exit or Disposal

Cost Obligations and are recorded when the liability is incurred. Additionally, expenses incurred may also include costs

that are an integral component of, and are directly attributable to, restructuring activities which do not qualify as exit and

disposal costs, such as intangible asset impairments and other asset related write-offs. The specific restructuring measures

and associated estimated costs are based on management's best business judgment under the existing circumstances at the

time the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the

period of the revised estimate.

Income Taxes

We account for income taxes under the liability method. Under this method, total income tax expense is the amount of

income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax

assets and liabilities established for the expected future tax consequences resulting from differences between the financial

statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and/or liabilities are determined

by multiplying the differences between the financial statement carrying amount and the tax bases of assets and liabilities

by the enacted tax rates expected to be in effect when such differences are reversed or settled. Deferred tax assets are

reduced by a valuation allowance to the amount more likely than not to be realized. The effect on deferred taxes of a

change in tax rates is recognized in income in the period that includes the enactment date.

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Notes to the Consolidated Financial Statements

The financial statement effects of a tax position are initially recognized in the financial statements when it is more likely

than not that the position will be sustained upon examination by the taxing authorities. Such tax positions are initially and

subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon

settlement with the taxing authority using the cumulative probability method, assuming the taxing authority has full

knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to income taxes in

interest expense and penalties related to income taxes within the income tax expense.

Derivative Instruments

We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impact

associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign

currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also

changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet

at fair value. Changes in fair values of derivatives are recorded in current earnings or other comprehensive income (loss),

depending on whether a derivative is designated as part of a hedge transaction.

Share-Based Payments

Compensation costs for all share-based payments are recorded based on the grant date fair value, less an estimate for pre-

vesting forfeitures, recognized in expense over the service period using an accelerated method.

Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis

before becoming fully vested. We estimated the forfeiture rate based on historical forfeiture experience.

Restricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to

receive Common Shares at a future date. The fair market value of restricted and performance stock units is determined

based on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value

at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At

each reporting period, the estimated performance achievement of the performance stock units is assessed and any change

in the estimated achievement is recorded on a cumulative basis in the period of adjustment.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments

that are short-term and highly liquid with an original maturity of less than three months at the date of purchase. Cash

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Notes to the Consolidated Financial Statements

equivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31,

2023 and 2022 were as follows:

(in thousands)	2023	2022
Cash at bank and on hand	$87,380	$122,314
Money market funds	481,360	289,394
Commercial paper	9,982	94,828
Short-term bank deposits	89,362	224,133
Cash and cash equivalents	$668,084	$730,669

Short-Term Investments

Short-term investments include cash investments with original maturities of more than three months which are classified as

“available for sale” and stated at fair value, which is equivalent to the amortized cost, in the accompanying consolidated

balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other (expense)

income, net. The amortization of premiums and accretion of discounts to maturity arising from acquisition are included in

interest income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the

write-down is included in the consolidated statements of income. Realized gains and losses, determined on a specific

identification basis on the sale of short-term investments, are included in other (expense) income, net.

Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded

in earnings.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, notes receivable, accounts receivable, accounts payable and accrued

liabilities approximate their fair values because of the short maturities of those instruments. The carrying value of our

variable rate debt and leases approximates their fair values because of the short maturities and/or interest rates which are

comparable to those available to us on similar terms. The fair values of the zero coupon convertible debt and the Cash

Convertible Notes are based on an estimation using available over-the-counter market information. The fair values of the

German Private Placement are based on an estimation using changes in the euro swap rates.

Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses

Our accounts receivable consist of unsecured customer obligations and we are at risk to the extent such amounts become

uncollectible. We maintain allowances for credit losses resulting from the expected failure or inability of our customers to

make required payments. We recognize the allowance for expected credit losses at inception and reassess regularly

considering historical experience with bad debts, the aging of the receivables, credit quality of the customer base, current

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Notes to the Consolidated Financial Statements

economic conditions and other reasonable and supportable expectations for future conditions, if applicable. Once a

receivable is determined to be uncollectible, the balance is charged against the allowance.

We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with

respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts

receivable are non-interest bearing and mostly have payment terms of 30-90 days. For all years presented, no single

customer represented more than ten percent of accounts receivable or consolidated net sales.

The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended

December 31, 2023, 2022 and 2021 are as follows:

(in thousands)	Accounts receivable			Loans and other receivables
	2023	2022	2021	2023	2022	2021
Balance at beginning of year	$22,880	$23,124	$27,052	$10,598	$5,142	$9,132
Provisions for expected credit losses	(2,873)	4,483	18	5	5,574	2,155
Deductions from allowance	(2,378)	(2,685)	(1,249)	(10,552)	—	(6,049)
Recoveries collected	—	—	288	—	—	12
Currency translation adjustments and other	(333)	(2,042)	(2,985)	2	(118)	(108)
Balance at end of year	$17,296	$22,880	$23,124	$53	$10,598	$5,142

In 2023, a $10.6 million loan receivable from a related party was written off against the reserve as described in Note 24

"Related Party Transactions."

Inventories

Inventories are stated at the lower of cost or net realizable value, determined on either a weighted average cost basis or a

standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs and

are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2023 and 2022:

(in thousands)	2023	2022
Raw materials	$91,204	$97,613
Work in process	94,736	85,488
Finished goods	212,445	174,859
Total inventories, net	$398,385	$357,960

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Notes to the Consolidated Financial Statements

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated amortization. Capitalized internal-use software costs

include only those direct costs associated with the actual development or acquisition of computer software solely to meet

internal needs and cloud-based applications to deliver our service and comprise costs associated with the design, coding,

installation and testing of the system. Costs associated with preliminary development, such as the evaluation and selection

of alternatives, as well as training, maintenance and support are expensed as incurred. Costs for software to be sold,

leased or otherwise marketed that are related to the conceptual formulation and design are expensed as incurred. Costs

incurred to produce software products and the software components of products to be sold, leased or marketed after

technological feasibility is established are capitalized and amortized in accordance with the accounting standards for the

costs of software to be sold, leased, or otherwise marketed. Depreciation is computed using the straight-line method over

the estimated useful lives of the assets. Amortization of leasehold improvements is computed on a straight-line basis over

the lesser of the remaining life of the lease or the estimated useful life of the improvement asset. We have a policy of

capitalizing expenditures that materially increase assets’ useful lives and charging ordinary maintenance and repairs to

operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and

amortization are removed from the accounts and any gain or loss is included in earnings.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

Company as a lessee

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is

available for use or at the lease commencement date. Leases are classified as finance or operating based on the criteria

according to ASC 842 Leases, with classification affecting the pattern of expense recognition and amortization of the right-

of-use asset in the income statement.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

•fixed payments, including in-substance fixed payments, less any lease incentives received;

•variable lease payments that are based on an index or a rate;

•amounts expected to be payable to the lessee under residual value guarantees;

•the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and

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Notes to the Consolidated Financial Statements

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the

lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest

rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the

asset and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of

lease liabilities is increased to reflect the accretion of interest and reduced by the lease payments made.

Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is

recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the

remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there

is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the

assessment to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of the lease liability;

•any lease payments made at or before the commencement date less any lease incentives received;

•any initial direct costs; and

•restoration costs.

The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an

option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the

lease, if it is reasonably certain not to be exercised. The company applies judgment in evaluating whether it is reasonably

certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to

exercise the renewal.

The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for

fixed periods but may have extension or termination options.

Company as a lessor

When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating

lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an

asset are classified as operating leases. The company recognizes lease payments received under operating leases as

income on a straight-line basis over the lease terms in the Income Statement.

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Notes to the Consolidated Financial Statements

Business Combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an

acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the

date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend

upon significant inputs that are not observable in the market, or Level 3 measurements. The excess of purchase price over

the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses

are expensed as incurred.

The purchase price for some business combinations includes consideration that is contingent on the achievement of net

sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis

at fair value. Payments to settle the acquisition date fair value of contingent consideration are presented as financing

activities on the statement of cash flows; any payments in excess of the acquisition date fair value are presented as

operating activities.

Acquired Intangibles and Goodwill

Acquired intangibles with future uses are carried at cost less accumulated amortization and consist of licenses to

technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over

the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible

assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these

lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period

of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash

flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and

circumstances indicate that a decline in value below the carrying amount has occurred.

Amortization expense related to developed technology and patent and license rights which have been acquired in a

business combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements

which have been acquired in a business combination is recorded in operating expense under acquisition-related intangible

amortization. Amortization expenses of intangible assets not acquired in a business combination are recorded within either

the cost of sales, research and development or sales and marketing line items based on the use of the asset.

We dispose the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic

business combinations once they are considered fully integrated into our business.

The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an

indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D

is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the

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Notes to the Consolidated Financial Statements

carrying value. If and when research and development is complete, the associated asset is amortized over the estimated

useful life.

Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired

arising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential

impairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year.

Following the annual impairment tests for the years ended December 31, 2023, 2022 and 2021, goodwill has not been

impaired.

Non-Marketable Investments

We have investments in non-marketable equity securities issued by privately held companies. These investments are

included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through

which we exercise significant influence but do not have control are accounted for using the equity method, which requires

that we recorded our share of unrealized gains and losses on our equity method investments in other (expense) income,

net. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-

marketable equity securities not accounted for under the equity method are accounted for under the measurement

alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus

changes resulting from observable price changes in orderly transactions for identical or similar investments of the same

issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are

other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of a

security. This evidence includes, but is not limited to, the following:

•adverse financial conditions of a specific issuer, segment, industry, region or other variables;

•the length of time and the extent to which the fair value has been less than cost; and

•the financial condition and near-term prospects of the issuer.

We consider whether the fair values of any of our non-marketable investments have declined below their carrying value

whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such

decline is considered to be other-than-temporary (based on various factors, including historical financial results, product

development activities and the overall health of the affiliate’s industry), then a write-down of the investment would be

recorded in operating expense to its estimated fair value. Investment impairments recorded during the year ended

December 31, 2023 are discussed in Note 10 "Investments."

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Notes to the Consolidated Financial Statements

Variable Interest Entities

We evaluate at the inception of each arrangement whether we have made an investment in an entity that is considered a

variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest

entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets

both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance

of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be

significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our

determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the

primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-

marketable investment or in accordance with other applicable GAAP.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of

operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and

evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the

cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which

the carrying amount of the asset exceeds the fair value as determined by applicable market prices, when available. When

market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset.

Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from

such estimates.

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Notes to the Consolidated Financial Statements

4. Revenue

Nature of Goods and Services

Our revenues are reported net of sales and value added taxes and accruals for estimated rebates and returns and are

derived primarily from the sale of consumable and instrumentation products, and to a much lesser extent, from the sale of

services, intellectual property and technology. Revenue is recognized upon transfer of control of promised products or

services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or

services. From time to time, we enter into contracts that can include various combinations of products and services, which

are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to

performance obligations based on their relative stand-alone selling prices.

We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything

beyond ensuring that the product is functioning as intended. Based on the guidance in FASB ASC Topic 606, assurance-

type warranties do not represent separate performance obligations. The Company also sells separately-priced service

contracts which qualify as service-type warranties and represent separate performance obligations.

We sell our products and services both directly to customers and through distributors generally under agreements with

payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore contracts do not

contain a significant financing component.

Consumable and Related Revenue

Consumable Products: In the last three years, revenue from consumable product sales has accounted for between

78-81% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a

customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single

consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we

recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment

of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so

this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive

in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.

Related Revenue: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property

and patent sales, royalties and milestone payments and over the last three years has accounted for between 7-10% of our

net sales.

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Notes to the Consolidated Financial Statements

SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract

period without taking possession of the software, is recognized over the duration of the agreement unless the terms of

the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.

Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are

sold as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the

software is made available to the customer or the beginning of the license term. When a portion of the transaction

price is allocated to a performance obligation to provide support and/or updates, revenue is recognized as the

updates/support are provided, generally over the life of the license. Fees from research collaborations include

payments for technology transfer and access rights. Royalties from licensees of intellectual property are based on sales

of licensed products and revenues are recognized at the later of (i) when the related sales occur, or (ii) when the

performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes

development milestone payments, which represent variable consideration, we evaluate whether the milestones are

probable of being reached and estimate the amount to be included in the transaction price using the most likely

amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is

included in the transaction price. Milestone payments that are not within our control, such as milestones which are

achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until

the required approvals are received. Revenue is recognized following the input method as this is considered to best

depict the timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the

total budgeted hours of the project. At the end of each subsequent reporting period, the proportion of completion is

trued-up. We also re-evaluate the probability of achievement of development milestones and any related constraint on

a periodic basis and, if necessary, adjust our estimate of the overall transaction price. Any such adjustments are

recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

Instruments

Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation

services, such as extended warranty services or product maintenance contracts, and over the last three years has

accounted for 12% of net sales. Revenue from instrumentation equipment is recognized when the customer obtains control

of the instrument which is predominantly at the time of delivery or upon customer acceptance, where applicable. Service

revenue is recognized over the term of the service period as the customers benefit from the service throughout the service

period. Revenue related to services performed on a time-and-materials basis is recognized when performed.

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Notes to the Consolidated Financial Statements

Contract Estimates

The majority of our revenue is derived from contracts (i) with an original expected length of one year or less and (ii)

contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We

have elected the practical expedient not to disclose the value of remaining performance obligations associated with these

types of contracts.

However, we have certain companion diagnostic co-development contracts to provide research and development activities

in which our performance obligations extend over multiple years. As of December 31, 2023, remaining performance

obligations totaled $55.5 million for which the transaction price is not constrained related to these contracts which we

expect to recognize over the next 12 to 18 months.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue

pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized

as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled

receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.

Contract assets as of December 31, 2023 and 2022 totaled $15.0 million and $9.8 million, respectively, and are

included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and relate to the

companion diagnostic co-development contracts discussed above.

Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is

recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of

December 31, 2023 and 2022, contract liabilities totaled $82.1 million and $84.2 million, respectively, of which $66.4

million and $69.0 million is included in accrued and other current liabilities, respectively, and $15.7 million and $15.2

million in included in other long-term liabilities, respectively. During the years ended December 31, 2023 and 2022, we

satisfied the associated performance obligations and recognized revenue of $66.8 million and $57.6 million, respectively,

related to advance customer payments previously received.

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Notes to the Consolidated Financial Statements

Disaggregation of Revenue

We disaggregate our revenue based on product type and customer class as shown below for the years ended

December 31, 2023, 2022 and 2021:

(in thousands)	2023	2022	2021
Consumables and related revenues	$951,366	$1,029,791	$1,027,215
Instruments	84,111	96,436	116,449
Molecular Diagnostics	1,035,477	1,126,227	1,143,664
Consumables and related revenues	774,847	859,133	959,093
Instruments	154,987	156,158	148,900
Life Sciences	929,834	1,015,291	1,107,993
Total net sales	$1,965,311	$2,141,518	$2,251,657

Additionally, we disaggregate our revenue based on the product categories as shown below for the years ended

December 31, 2023, 2022 and 2021:

(in thousands)	2023	2022	2021
Sample technologies	$662,991	$796,932	$850,636
Diagnostic solutions	697,630	660,879	638,759
PCR / Nucleic acid amplification	300,204	390,804	433,972
Genomics / NGS	238,910	224,797	245,066
Other	65,576	68,106	83,224
Total net sales	$1,965,311	$2,141,518	$2,251,657

Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region.

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Notes to the Consolidated Financial Statements

5. Acquisitions

We undertake acquisitions to complement our own internal product development activities. Our acquisitions have

historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations

of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as sales force,

business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;

use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of

duplicative facilities, functions and staffing.

2023 Business Combination

On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing

(NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held

company founded in 2017 and based in San Diego, California, supports the global human identification community with

NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of

cash acquired was $149.5 million. The acquisition is not significant to the overall consolidated financial statements and as

of September 30, 2023, the allocation of the purchase price was final. At the acquisition date, all the assets acquired and

liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the

operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to

net sales, net income or earnings per common share and therefore no pro forma information has been provided herein.

2022 Business Combination

On May 11, 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and

enzymes as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that

are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was

$63.7 million. The acquisition was not significant to the overall consolidated financial statements. At the acquisition date,

all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of

operations include the operating results from the acquired company from the acquisition date. The acquisition did not have

a material impact to net sales, net income or earnings per share and therefore no pro forma information has been

provided herein.

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Notes to the Consolidated Financial Statements

6. Restructuring

During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service

business and realign certain management positions and personnel in order to improve the overall management structure.

The below table shows the pre-tax restructuring charges recorded in 2023 and 2022 in the accompanying consolidated

statements of income.

(in thousands)	2023	2022
Cost of sales	$—	$391
Restructuring, acquisition, integration and other, net	6,948	4,612
Total restructuring charges	$6,948	$5,003

Cost of sales charges in 2022 were for inventory write-downs.

A summary of the restructuring liability, which is recorded in accrued and other current liabilities in the accompanying

consolidated balance sheets, as of December 31, 2023 and 2022 is as follows:

(in thousands)	Personnel related	Contract and other costs	Total
Liability at December 31, 2021	$—	$—	$—
Cost incurred in 2022	4,121	491	4,612
Foreign currency translation adjustment	24	3	27
Liability at December 31, 2022	$4,145	$494	$4,639
Costs incurred in 2023	7,457	160	7,617
Release of accruals	(662)	(7)	(669)
Payments	(3,667)	(500)	(4,167)
Foreign currency translation adjustment	137	—	137
Liability at December 31, 2023	$7,410	$147	$7,557

No further charges related to this program are expected to be incurred in 2024.

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Notes to the Consolidated Financial Statements

7. Short-Term Investments

As of December 31, 2023 and 2022, short-term investments were as follows:

(in thousands)	2023	2022
Commercial paper	$81,023	$672,597
Money market deposits	308,675	15,000
Total short-term investments	$389,698	$687,597

Short-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars. At December 31,

2023 and 2022, we had $389.7 million and $687.6 million, respectively, of commercial paper and money market

deposits due from financial and nonfinancial institutions.

Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are

carried at amortized cost, which approximates fair market value. Interest income is calculated and accrued using the

effective interest method.

Money market deposits are interest-bearing deposit accounts, valued at cost with interest income accrued as earned. All

instruments are classified as current assets in the accompanying balance sheet as they have an original maturity of less

than one year. Interest income is determined using the effective interest rate method.

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Notes to the Consolidated Financial Statements

8. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are summarized as follows as of December 31, 2023 and 2022:

(in thousands)	Notes	2023	2022
Cash collateral	(14)	$87,666	$21,083
Income taxes receivable	(17)	60,639	53,394
Prepaid expenses		44,854	50,958
Fair value of derivative instruments	(14)	43,230	111,617
Other receivables		38,177	19,026
Value added tax		19,911	28,130
Contract assets	(4)	15,039	9,768
Total prepaid expenses and other current assets		$309,516	$293,976

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Notes to the Consolidated Financial Statements

9. Property, Plant and Equipment

Property, plant and equipment as of December 31, 2023 and 2022 were as follows:

(in thousands)	Estimated useful lives (in years)	2023	2022
Land		$26,239	$25,480
Buildings and improvements	up to 60	382,836	362,794
Machinery and equipment	3-10	309,930	294,156
Computer software	3-20	267,572	262,007
Furniture and office equipment	3-10	91,247	90,293
Construction in progress		203,978	130,407
Total property, plant and equipment		1,281,802	1,165,137
Less: Accumulated depreciation and amortization		(516,765)	(502,967)
Total property, plant and equipment, net		$765,037	$662,170

For the year ended December 31, 2023, construction in progress primarily includes amounts related to projects to expand

production lines and increase capacity of manufacturing as well as ongoing software development projects. For the year

ended December 31, 2023, interest capitalized in connection with these projects totaled $1.2 million. No significant

interest was capitalized for the years ended December 31, 2022 and 2021.

For the years ended December 31, 2023, 2022 and 2021, depreciation and amortization expense totaled $85.6 million,

$89.5 million and $85.4 million, respectively. For the years ended December 31, 2023, 2022 and 2021, amortization

related to computer software to be sold, leased or marketed totaled $11.7 million, $10.8 million and $9.2 million,

respectively. As of December 31, 2023 and 2022, the unamortized balance of computer software to be sold, leased or

marketed was $97.9 million and $69.2 million, respectively.

Repairs and maintenance expense was $19.3 million, $16.8 million and $16.2 million in 2023, 2022 and 2021,

respectively.

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Notes to the Consolidated Financial Statements

10. Investments

Non-Marketable Investments

We have made strategic investments in certain privately-held companies without readily determinable market values.

Non-Marketable Investments Accounted for Under the Equity Method

A summary of our non-marketable investments accounted for as equity method investments is as follows:

(in thousands)	Ownership percentage	Equity investments as of December 31,		Share of income (loss) for the years ended December 31,
		2023	2022	2023	2022	2021
PreAnalytiX GmbH	50.00%	$3,422	$6,856	$4,977	$4,377	$10,412
Apis Assay Technologies Ltd	19.90%	2,408	4,102	(1,694)	389	1,773
TVM Life Science Ventures III	3.10%	7,198	3,872	947	(901)	(264)
Suzhou Fuda Business Management and Consulting Partnership	33.67%	2,581	2,608	49	—	—
Actome GmbH	12.50%	586	779	(216)	(201)	(31)
Hombrechtikon Systems Engineering AG	19.00%	(275)	(311)	100	94	97
Total		$15,920	$17,906	$4,163	$3,758	$11,987

Of the $15.9 million of non-marketable investments accounted for as equity method investments, $16.2 million is included

in other long-term assets and $0.3 million, where we are committed to fund losses, is included in other long-term liabilities

in the accompanying consolidated balance sheet as of December 31, 2023.

TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity

method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net

asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2023,

2022 and 2021, we made $2.4 million, $1.1 million and $2.4 million, respectively, in additional cash payments to TVM

and, as of December 31, 2023, have $6.8 million of unfunded commitments through 2029 related to this investment. We

do not have the right to redeem these funds under the normal course of operations of this partnership.

During the years ended December 31, 2023, 2022 and 2021, we received dividends of $9.1 million, $7.5 million and

$4.7 million, respectively, from PreAnalytix GmbH. These dividends are included in other items, net including fair value

changes in derivatives in the accompanying consolidated statement of cash flows as they are a return on investment and

therefore classified as cash flows from operating activities.

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Notes to the Consolidated Financial Statements

As of December 31, 2023, four of our equity method investments are variable interest entities and we are not the primary

beneficiary as we do not hold the power to direct the activities that most significantly impact the economic performance.

Therefore, these investments are not consolidated. As of December 31, 2023, these investments had a total net carrying

value of $9.9 million, of which $10.2 million, representing our maximum exposure to loss, is included in other long-term

assets and $0.3 million is included in other long-term liabilities in the accompanying consolidated balance sheet. As of

December 31, 2022, these investments held a balance of $8.4 million, of which $8.7 million is included in other long-term

assets and $0.3 million is included in other long-term liabilities in the accompanying consolidated balance sheet.

Non-Marketable Investments Not Accounted for Under the Equity Method

At December 31, 2023 and 2022, we had investments in non-publicly traded companies that do not have readily

determinable fair values with carrying amounts that totaled $4.4 million and $5.3 million, respectively, which are included

in other long-term assets. These investments are measured at cost, less any impairment, plus or minus changes resulting

from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes

resulting from impairment and observable price changes are recognized in the statements of income during the period the

change is identified.

The changes in non-marketable investments not accounted for under the equity method for the years ended December 31,

2023 and 2022 are as follows:

(in thousands)	2023	2022
Balance at beginning of year	$5,329	$3,945
Impairments	(4,158)	—
Cash investments in equity securities, net	491	52
Shares received in exchange for services performed	2,604	1,475
Foreign currency translation adjustments	169	(143)
Balance at end of year	$4,435	$5,329

During 2023, we fully impaired an investment following adverse changes in an investee's solvency that indicated that the

carrying value was no longer recoverable. The impairment of $4.2 million is recorded in other (expense) income, net in the

accompanying consolidated statement of income.

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Notes to the Consolidated Financial Statements

Marketable Equity Securities

During the year ended December 31, 2021, we sold all previously held investments in marketable equity securities that

had readily determinable fair values. These investments were reported at fair value with gains and losses recorded in

earnings.

The changes in marketable equity securities during the year ended December 31, 2021 are presented below.

(in thousands, except shares)	Invitae Corporation (Invitae)		OncoCyte Corporation (OncoCyte)		Oncimmune Holdings plc (Oncimmune)		HTG Molecular Diagnostics, Inc (HTGM)
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount
Balance at December 31, 2020	2,769,189	$115,780	88,101	$211	560,416	$1,258	55,556	$266
Shares received upon milestone achievement	1,100,190	35,338	30,152	147	86,218	220	—	—
(Loss) gain on change in fair value	—	(3,066)	—	123	—	61	—	65
Sale of investment	(3,869,379)	(148,052)	(118,253)	(481)	(646,634)	(1,539)	(55,556)	(331)
Balance at December 31, 2021	—	$—	—	$—	—	$—	—	$—

During 2021, we sold all shares received from Invitae upon milestone achievement and realized a gain of $32.3 million in

other (expense) income, net in the accompanying consolidated statement of income.

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Notes to the Consolidated Financial Statements

11. Goodwill and Intangible Assets

The following sets forth the intangible assets by major asset class as of December 31, 2023 and 2022:

(in thousands)	Weighted average life (in years)	2023		2022
		Gross carrying amount	Accumulated amortization	Gross carrying amount	Accumulated amortization
Amortized intangible assets:
Patent and license rights	10.35	$202,785	($127,163)	$203,549	($140,632)
Developed technology	11.01	798,571	(447,989)	780,233	(407,401)
Customer base, trademarks, and non-compete agreements	10.97	212,285	(173,438)	227,171	(179,658)
Total amortized intangible assets	10.90	$1,213,641	($748,590)	$1,210,953	($727,691)
Unamortized intangible assets:
In-process research and development		$61,770		$61,534
Goodwill		2,475,732		2,352,569
Total unamortized intangible assets		$2,537,502		$2,414,103

During 2023 and 2022, certain fully amortized intangible assets with a gross carrying amount of $87.3 million and

$135.3 million, respectively, were retired.

In-process research and development is from the acquisitions of NeuMoDx in 2020 and STAT-Dx in 2018. The estimated

fair value of acquired in-process research and development projects which have not reached technological feasibility at the

date of acquisition are capitalized and subsequently tested for impairment through completion of the development process,

at which point the capitalized amounts are amortized over their estimated useful life. If a project is abandoned rather than

completed, all capitalized amounts are written-off immediately.

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Notes to the Consolidated Financial Statements

The changes in intangible assets, net excluding goodwill for the years ended December 31, 2023 and 2022 are as

follows:

(in thousands)	2023	2022
Balance at beginning of year	$544,796	$627,436
Additions	11,077	19,632
Additions from acquisitions	58,000	17,247
Amortization	(93,755)	(93,714)
Disposals	—	(35)
Impairments	—	(12,829)
Foreign currency translation adjustments	6,703	(12,941)
Balance at end of year	$526,821	$544,796

Cash paid for purchases of intangible assets during the year ended December 31, 2023 totaled $13.1 million which

includes $10.8 million of cash paid for current year additions and $2.3 million of payments for assets that were accrued

as of December 31, 2022.

Intangible additions of $19.6 million in 2022 include $10.9 million of cash paid during the year ended December 31,

2022 together with $7.0 million of additions which were previously recorded as prepayments and $1.7 million of

additions that were accrued as of December 31, 2022. Cash paid for purchases of intangible assets during the year

ended December 31, 2022 totaled $20.1 million of which $4.8 million is related to payments in 2022 for assets that

were accrued as of December 31, 2021 and $4.4 million are prepayments recorded in other long-term assets in the

accompanying consolidated balance sheet as of December 31, 2022.

Amortization expense on intangible assets totaled approximately $93.8 million, $93.7 million and $104.4 million,

respectively, for the years ended December 31, 2023, 2022 and 2021. During 2022, we recorded a charge to

restructuring, acquisition, integration and other, net in the accompanying statement of income to fully impair a license with

a carrying value of $12.8 million. This license was to use technology of Ellume Limited, Australia. In connection with

Ellume starting insolvency proceedings in September 2022, we decided to cease all product development and

manufacturing activities associated with this license and determined that there was no alternative use nor recoverable

value. Accordingly, the license was fully impaired.

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Notes to the Consolidated Financial Statements

Amortization of intangibles for the next five years for the years ended December 31 is expected to be approximately:

(in thousands)
2024	$91,349
2025	$79,841
2026	$72,334
2027	$66,847
2028	$59,787

The changes in goodwill for the years ended December 31, 2023 and 2022 are as follows:

(in thousands)	2023	2022
Balance at beginning of year	$2,352,569	$2,350,763
Business combinations	95,136	42,201
Purchase adjustments	(4,350)	(303)
Foreign currency translation adjustments	32,377	(40,092)
Balance at end of year	$2,475,732	$2,352,569

The changes in the carrying amount of goodwill during the year ended December 31, 2023 resulted primarily from the

acquisition of Verogen, Inc. in January 2023 and foreign currency translation adjustments driven by changes in the euro,

Swiss franc and British pound. The changes in goodwill during the year ended December 31, 2022 resulted primarily from

the acquisition of BLIRT S.A. in May 2022 and foreign currency translation adjustments.

12. Leases

We have operating leases primarily for real estate. The leases generally have terms which range from one year to 15

years, some include options to extend or renew, and some include options to early terminate the leases. As of

December 31, 2023 and 2022, no such options have been recognized as part of the right-of-use assets and lease

liabilities.

Operating leases can contain variable lease charges based on an index like consumer prices or rates. During the years

ended December 31, 2023 and 2022, amounts recorded as variable lease payments not included in the operating lease

liability were not material.

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Notes to the Consolidated Financial Statements

When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in

determining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over

the lease term. For the years ended December 31, 2023 and 2022, we recognized $28.6 million and $27.0 million in

total lease costs, respectively.

Supplemental balance sheet and other information related to operating leases as of December 31, 2023 and 2022 are as

follows:

(in thousands, except lease term and discount rate)	Location in consolidated balance sheet	2023	2022
Operating lease right-of-use assets	Other long-term assets	$105,240	$95,523
Current operating lease liabilities	Accrued and other current liabilities	$22,268	$22,220
Long-term operating lease liabilities	Other long-term liabilities	$79,063	$71,406
Weighted average remaining lease term		6.80 years	6.92 years
Weighted average discount rate		2.85%	2.08%

Supplemental cash flow information related to operating leases for the years ended December 31, 2023 and 2022 is as

follows:

(in thousands)	2023	2022
Cash paid for operating leases included in cash flows from operating activities	$29,300	$26,842
Operating lease right-of-use assets obtained in exchange for lease obligations	$30,911	$25,148

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Notes to the Consolidated Financial Statements

Future maturities of operating lease liabilities as of December 31, 2023 are as follows:

Years ending December 31, (in thousands)
2024	$25,123
2025	20,876
2026	15,049
2027	11,531
2028	8,162
Thereafter	29,159
Total lease payments	109,900
Less: Imputed interest	(8,569)
Total	$101,331

As of December 31, 2023, we do not have any material operating lease that have not yet commenced. We did not hold

any material finance leases as of December 31, 2023 and 2022.

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Notes to the Consolidated Financial Statements

13. Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2023 and 2022 consist of the following:

(in thousands)	Notes	2023	2022
Payroll and related accruals		$81,377	$99,885
Accrued expenses		70,007	62,469
Deferred revenue	(4)	66,432	69,000
Other liabilities	(6)	62,819	59,187
Fair value of derivative instruments	(14)	49,774	111,252
Operating lease liabilities	(12)	22,268	22,220
Accrued contingent consideration and milestone payments	(15)	18,359	8,181
Income taxes payable	(17)	12,475	13,980
Accrued royalties	(20)	9,699	12,877
Accrued interest on long-term debt	(16)	8,518	5,431
Cash collateral	(14)	5,440	21,755
Total accrued and other current liabilities		$407,168	$486,237

14. Derivatives and Hedging

Objective and Strategy

In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage

potential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such

derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.

We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all

derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and

recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge

that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-

currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under

which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.

As of December 31, 2023, cash collateral positions consisted of $5.4 million recorded in accrued and other current

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Notes to the Consolidated Financial Statements

liabilities and $87.7 million recorded in prepaid expenses and other current assets in the accompanying consolidated

balance sheet. As of December 31, 2022, we had cash collateral positions consisting of $21.8 million recorded in

accrued and other current liabilities and $21.1 million recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheet.

Non-Derivative Hedging Instrument

Net Investment Hedge

We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment

hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in

the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private

corporate bond (2017 Schuldschein) which was issued in 2017 in the total amount of $331.1 million as described in

Note 16 "Debt." Of the $331.1 million, which is held in both U.S. dollars and euros, €255.0 million was designated as

the hedging instrument as of December 31, 2022 against a portion of our euro net investments in our foreign operations.

As further described in Note 16, four tranches of the 2017 Schuldschein matured and were paid in October 2022 and

two tranches of the 2017 Schuldschein matured and were paid during 2021. As a result, €109.5 million remained

designated as a hedging instrument as of December 31, 2023. In July 2022, we issued an additional €370.0 million

German private corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the

hedging instrument against a portion of our euro net investments in our foreign operations. The relative changes in both the

hedged item and hedging instrument are calculated by applying the change in spot rate between two assessment dates

against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation

adjustment account within accumulated other comprehensive loss. Based on the spot rate method, the unrealized loss

recorded in equity as of December 31, 2023 and 2022 is $35.2 million and $22.6 million, respectively. Since we are

using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge

ineffectiveness related to the net investment hedge as of December 31, 2023 and 2022.

Derivatives Designated as Hedging Instruments

Net Investment Hedge

In September 2022, we entered into a one-month interest rate derivative contract for a total notional amount

€135.0 million, that matured on October 13, 2022, which qualified as a net investment hedge. The objective of the hedge

was to protect the additional investments in foreign operations in September 2022 against adverse changes in the

exchange rate between the euro and the functional currency of the U.S. dollar. The relative changes in both the hedged

item and derivative hedging instrument were calculated by applying the change in spot rate between two assessment dates

against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation

adjustment account within accumulated other comprehensive loss and will be reclassified to earnings upon the disposal or

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Notes to the Consolidated Financial Statements

liquidation of the foreign operations. In October 2022, the interest rate derivative contract expired and the unrealized gain

recorded in equity was $5.8 million as of December 31, 2022.

Cash Flow Hedges

As of December 31, 2023 and 2022, we held derivative instruments that are designated and qualify as cash flow hedges,

where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss

and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains

and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment

of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to

any cash flow hedges in earnings. Based on their valuation as of December 31, 2023, we expect approximately $2.1

million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the

next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the

same category as the hedged item.

We use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk

management objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a

total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we

entered into five new cross-currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million

which qualify for hedge accounting as cash flow hedges. We determined that no ineffectiveness exists related to these

swaps. As of December 31, 2023 and 2022, interest receivables of $8.4 million and $5.5 million, respectively, are

recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Fair Value Hedges

Until October 2022, we held derivative instruments that qualified for hedge accounting as fair value hedges. For derivative

instruments that are designated and qualify as a fair value hedge, the effective portion of the gain or loss on the derivative

is reflected in earnings. This effect on earnings is offset by the change in the fair value of the hedged item attributable to

the risk being hedged that is also recorded in earnings. The cash flows derived from derivatives are classified in the

consolidated statement of cash flows in the same category as the consolidated balance sheet account of the underlying

item.

We held interest rate swaps which effectively fixed the fair value of a portion of our fixed rate private placement debt and

qualified for hedge accounting as fair value hedges. These interest rate swap derivative instruments expired along with the

repayment of the private placement debt in October 2022, as described in Note 16 "Debt." There had been no

ineffectiveness related to the interest rate swaps.

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Notes to the Consolidated Financial Statements

Derivatives Not Designated as Hedging Instruments

Call Options

We entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into

in connection with the Cash Convertible Notes and which are more fully described in Note 16 "Debt." In these

transactions, the Call Options are intended to address the equity price risk inherent in the cash conversion feature of each

instrument by offsetting cash payments in excess of the principal amount due upon any conversion of the Cash Convertible

Notes. Accordingly, the derivative is presented as either current or long-term based upon the classification of the related

debt.

Aside from the initial payment of premiums for the Call Options, we will not be required to make any cash payments under

the Call Options. We will, however, be entitled to receive under the terms of the Call Options, an amount of cash

generally equal to the amount by which the market price per share of our common stock exceeds the exercise price of the

Call Options during the relevant valuation period. The exercise price under the Call Options is equal to the conversion

price of the Cash Convertible Notes.

The Call Options, for which our common stock is the underlying security, are derivative assets that require mark-to-market

accounting treatment. The Call Options are measured and reported at fair value on a recurring basis within Level 2 of the

fair value hierarchy. The change in fair value is recognized immediately in our consolidated statements of income in other

(expense) income, net.

Cash Convertible Notes Embedded Cash Conversion Option

The embedded cash conversion option within the Cash Convertible Notes discussed in Note 16 "Debt" is required to be

separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with changes in fair

value reported in our consolidated statements of income in other (expense) income, net until the cash conversion option

settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring basis within

Level 2 of the fair value hierarchy.

Because the terms of the Cash Convertible Notes' embedded cash conversion option are substantially similar to those of

the Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset

each other. In September 2023, the 2023 Notes and the related Call Options have been settled as described in Note 16

and we recognized a gain of $0.9 million in other (expense) income, net in the accompanying consolidated statement of

income.

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Notes to the Consolidated Financial Statements

Foreign Exchange Contracts

As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary

operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions

including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange

forward contracts, foreign exchange options and cross-currency swaps.

We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional

value of $590.9 million at December 31, 2023, which expire at various dates through September 2024. At

December 31, 2022, these arrangements had an aggregate notional value of $466.0 million, which expired at various

dates through July 2023. The transactions have been entered into to offset the effects from short-term balance sheet

exposure to foreign currency exchange risk. Changes in the fair value of these arrangements have been recognized in

other (expense) income, net.

Fair Values of Derivative Instruments

The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets

as of December 31, 2023 and 2022:

(in thousands)	2023		2022
	Current asset	Long-term asset	Current asset	Long-term asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	$—	$3,083	$—	$12,256
Total derivative instruments designated as hedges	—	3,083	—	12,256
Undesignated derivative instruments
Equity options	39,759	—	102,671	119,098
Foreign exchange forwards and options	3,471	—	8,946	—
Total undesignated derivative instruments	43,230	—	111,617	119,098
Total derivative assets	$43,230	$3,083	$111,617	$131,354

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Notes to the Consolidated Financial Statements

(in thousands)	2023		2022
	Current liability	Long-term liability	Current liability	Long-term liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	$—	($98,908)	$—	($36,982)
Total derivative instruments designated as hedges	—	(98,908)	—	(36,982)
Undesignated derivative instruments
Cash convertible notes embedded conversion option	(39,830)	—	(102,896)	(119,736)
Foreign exchange forwards and options	(9,944)	—	(8,356)	—
Total undesignated derivative instruments	(49,774)	—	(111,252)	(119,736)
Total derivative liabilities	($49,774)	($98,908)	($111,252)	($156,718)

(1)The fair value amounts for the interest rate contracts do not include accrued interest.

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Notes to the Consolidated Financial Statements

Gains and Losses on Derivative Instruments

The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2023,

2022 and 2021:

(in thousands)	2023	2022	2021
	Other (expense) income, net	Other (expense) income, net	Other (expense) income, net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	($5,711)	$6,741	$40,671
Gains (losses) on derivatives in cash flow hedges:
Interest rate contracts
Amount of gain (loss) reclassified from accumulated other comprehensive loss	$66,600	$21,940	($17,010)
Amounts excluded from effectiveness testing	—	—	—
Gains (losses) on derivatives in fair value hedges:
Interest rate contracts
Hedged item	—	1,971	3,072
Derivatives designated as hedging instruments	—	(1,971)	(3,072)
Gains (losses) on derivatives not designated as hedging instruments:
Equity options	(182,011)	(130,801)	(23,882)
Cash convertible notes embedded cash conversion option	182,802	131,227	28,154
Foreign exchange forwards and options	(8,610)	72,641	10,333
Total gains (losses) on derivative instruments	$58,781	$95,007	($2,405)

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Notes to the Consolidated Financial Statements

15. Financial Instruments and Fair Value Measurements

Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs

used in measuring fair value as follows:

•Level 1. Observable inputs, such as quoted prices in active markets;

•Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its

own assumptions.

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a

recurring basis as of December 31, 2023 and 2022:

(in thousands)	2023				2022
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:
Cash equivalents	$481,360	$9,982	$—	$491,342	$289,394	$94,828	$—	$384,222
Short-term investments	—	81,023	—	81,023	79,600	592,997	—	672,597
Non-marketable equity securities	—	—	4,435	4,435	—	—	5,329	5,329
Equity options	—	39,759	—	39,759	—	221,769	—	221,769
Foreign exchange forwards and options	—	3,471	—	3,471	—	8,946	—	8,946
Interest rate contracts - cash flow hedge	—	3,083	—	3,083	—	12,256	—	12,256
Total financial assets	$481,360	$137,318	$4,435	$623,113	$368,994	$930,796	$5,329	$1,305,119
Liabilities:
Cash convertible notes embedded conversion option	$—	($39,830)	$—	($39,830)	$—	($222,632)	$—	($222,632)
Foreign exchange forwards and options	—	(9,944)	—	(9,944)	—	(8,356)	—	(8,356)
Interest rate contracts - cash flow hedge	—	(98,908)	—	(98,908)	—	(36,982)	—	(36,982)
Contingent consideration	—	—	(18,359)	(18,359)	—	—	(18,088)	(18,088)
Total financial liabilities	$—	($148,682)	($18,359)	($167,041)	$—	($267,970)	($18,088)	($286,058)

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Notes to the Consolidated Financial Statements

The carrying values of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable

and other accrued liabilities, approximate their fair values due to their short-term maturities.

Our assets and liabilities measured at fair value on a recurring basis consist of cash equivalents and short-term investments,

which are classified in Level 1 and Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and

interest rate risk and derivative financial instruments entered into in connection with the Cash Convertible Notes discussed

in Note 16 "Debt," which are classified in Level 2 of the fair value hierarchy; contingent consideration accruals, which are

classified in Level 3 of the fair value hierarchy; and non-marketable equity securities remeasured during the years ended

December 31, 2023 and 2022 classified within Level 3 in the fair value hierarchy. There were no transfers between levels

for the year ended December 31, 2023.

In determining fair value for Level 2 instruments, we apply a market approach using quoted active market prices relevant to

the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the

contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of

outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk

was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial

instruments include the Call Options asset and the embedded conversion option liability. See Note 16 "Debt" and Note 14

"Derivatives and Hedging" for further information. The derivatives are not actively traded and are valued based on an

option pricing model that uses observable market data for inputs. Significant market data inputs used to determine fair

values included our common stock price, the risk-free interest rate, and the implied volatility of our common stock. The Call

Options asset and the embedded cash conversion option liability were designed with the intent that changes in their fair

values would substantially offset, with limited net impact to our earnings. Therefore, the sensitivity of changes in the

unobservable inputs to the option pricing model for such instruments is substantially mitigated.

Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the

carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in

orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on

a market approach as of the transaction date. Refer to Note 10 "Investments" for the change in non-marketable equity

securities with Level 3 inputs during the years ended December 31, 2023 and 2022.

Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using

unobservable inputs, applying the income approach, such as the discounted cash flow technique or the probability-

weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if

specified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We

use various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate

(between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income

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Notes to the Consolidated Financial Statements

approach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the

consolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements.

For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity for the years ended

December 31, 2023 and 2022, all of which is related to the 2018 acquisition of STAT-Dx:

(in thousands)	2023	2022
Balance at beginning of year	($18,088)	($24,100)
Changes in fair value	(271)	112
Payments	—	5,900
Balance at end of year	($18,359)	($18,088)

As of December 31, 2023, $18.4 million was accrued for contingent consideration and is included in accrued and other

current liabilities in the accompanying consolidated balance sheet. As of December 31, 2022, $18.1 million was accrued

for contingent consideration, of which $8.2 million was included in accrued and other current liabilities and $9.9 million

was included in other long-term liabilities in the accompanying consolidated balance sheet.

The estimated fair value of long-term debt, as disclosed in Note 16 "Debt," was based on current interest rates for similar

types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be

realized as of the balance sheet date or that will be realized in the future.

The fair values of the financial instruments are presented in Note 16 "Debt" and were determined as follows:

Cash Convertible Notes and Convertible Notes: Fair value is based on an estimation using available over-the-counter

market information on the Cash Convertible Notes due in 2024 as well as the Convertible Notes due in 2027.

German Private Placements: Fair value is based on an estimation using changes in the euro swap rates.

There were no adjustments in the years ended December 31, 2023 and 2022 for nonfinancial assets or liabilities required

to be measured at fair value on a nonrecurring basis.

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Notes to the Consolidated Financial Statements

16. Debt

At December 31, 2023 and 2022, total long-term debt, net of debt issuance costs of $4.0 million and $6.6 million,

respectively, consists of the following:

(in thousands)	2023	2022
0.500% Senior Unsecured Cash Convertible Notes due 2023	$—	$389,552
1.000% Senior Unsecured Cash Convertible Notes due 2024	483,019	464,331
0.000% Senior Unsecured Convertible Notes due 2027	497,869	497,336
German Private Placement (2017 Schuldschein)	120,956	116,699
German Private Placement (2022 Schuldschein)	407,950	393,532
Total long-term debt	1,509,794	1,861,450
Less: Current portion	587,970	389,552
Long-term portion	$921,824	$1,471,898

The notes are all unsecured obligations that rank pari passu. No Contingent Conversion Conditions were triggered as of

December 31, 2023.

Repayments of long-term debt for the years ended December 31, 2023, 2022 and 2021 consisted of:

(in thousands)	2023	2022	2021
German Private Placement (2017 Schuldschein)	$—	$153,003	$41,145
0.500% Senior Unsecured Cash Convertible Notes due 2023	400,000	—	—
0.875% Senior Unsecured Cash Convertible Notes due 2021	—	—	200
3.75% Series B Senior Notes due October 16, 2022	—	300,000	—
3.90% Series C Senior Notes due October 16, 2024	—	27,000	—
Total repayment of long-term debt	$400,000	$480,003	$41,345

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Notes to the Consolidated Financial Statements

The principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2023 and 2022

are summarized below:

(in thousands)	2023
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Fair value
				Amount	Leveling
Cash Convertible Notes due 2024	$500,000	($16,981)	$483,019	$513,500	Level 1
Convertible Notes due 2027	500,000	(2,131)	497,869	453,185	Level 1
German Private Placement (2017 Schuldschein)	121,009	(53)	120,956	118,978	Level 2
German Private Placement (2022 Schuldschein)	408,846	(896)	407,950	401,684	Level 2
	$1,529,855	($20,061)	$1,509,794	$1,487,347

(in thousands)	2022
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Fair value
				Amount	Leveling
Cash Convertible Notes due 2023	$400,000	($10,448)	$389,552	$493,436	Level 1
Cash Convertible Notes due 2024	500,000	(35,669)	464,331	596,485	Level 1
Convertible Notes due 2027	500,000	(2,664)	497,336	471,545	Level 1
German Private Placement (2017 Schuldschein)	116,821	(122)	116,699	112,401	Level 2
German Private Placement (2022 Schuldschein)	394,638	(1,106)	393,532	378,302	Level 2
	$1,911,459	($50,009)	$1,861,450	$2,052,169

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Notes to the Consolidated Financial Statements

Future maturities of long-term debt stated at the carrying values as of December 31, 2023 are as follows:

Years ending December 31, (in thousands)
2024	$587,970
2025	56,836
2026	—
2027	614,800
2028	—
Thereafter	250,188
	$1,509,794

Interest expense on long-term debt was $52.4 million, $55.1 million and $50.7 million for the years ended December 31,

2023, 2022 and 2021, respectively.

Interest expense for the years ended December 31, 2023 and 2022 related to the 2027 Notes and the Cash Convertible

Notes was comprised of the following:

(in thousands)	2023	2022
Coupon interest	$4,169	$7,000
Amortization of original issuance discount	27,341	30,170
Amortization of debt issuance costs	2,328	2,593
Total interest expense related to the convertible notes	$33,838	$39,763

Convertible Notes due 2027

On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million

with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of

the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.

In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027

Notes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component,

representing the fair value of a similar debt instrument that does not have an associated convertible feature; and

$54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate

accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this

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Notes to the Consolidated Financial Statements

resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings

for the conversion feature related to the liability for the 2027 Notes.

The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the

embedded conversion option over the remaining term of the 2027 Notes.

The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per

share or 6.2 million underlying shares). Following the January 2024 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 2,475.26 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $80.7996. At conversion, we will settle the 2027 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in shares of common

shares.

The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in

connection with a change of control or delisting event (as further described in the 2027 Notes).

The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16,

2027:

•if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-

consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than

or equal to 130% of the conversion price on each applicable trading day; or

•if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

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Notes to the Consolidated Financial Statements

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such

event of default has been cured or waived.

The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business

day prior to December 17, 2027.

No Contingent Conversion Conditions were triggered for the 2027 Notes as of December 31, 2023 or December 31,

2022.

Cash Convertible Notes due 2023 and 2024

On September 13, 2017, we issued $400.0 million aggregate principal amount of Cash Convertible Senior Notes which

were due and repaid in September 2023 (2023 Notes). The net proceeds of the 2023 Notes were $365.6 million, after

payment of the net cost of the Call Spread Overlay described below and transaction costs.

On November 13, 2018, we issued $500.0 million aggregate principal amount of Cash Convertible Senior Notes which

is due in 2024 (2024 Notes). The net proceeds of the 2024 Notes were $468.9 million, after payment of the net cost of

the Call Spread Overlay described below and transaction costs.

We refer to the 2023 Notes and 2024 Notes, collectively as the “Cash Convertible Notes."

Interest on the Cash Convertible Notes is payable semi-annually in arrears and will mature on the maturity date unless

repurchased or converted with their terms prior to such date. The interest rate and corresponding maturity of each Note are

summarized in the table below. The Cash Convertible Notes that remain outstanding as of December 31, 2023 are solely

convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described below and

during the contingent conversion periods as shown in the table below.

Cash convertible notes	Annual interest rate	Date of interest payments	Maturity date	Contingent conversion period	Conversion rate per $200,000 principal amount(1)
2024 Notes	1.000%	May 13 and November 13	November 13, 2024	From December 24, 2018 to August 2, 2024	4,360.3098

(1) Following the January 2024 synthetic share repurchase discussed in Note 18 "Equity," the conversion rate was adjusted to 4,356.8531.

Additionally, conversion may occur at any time following a Contingent Conversion Period through the fifth business day

immediately preceding the applicable maturity date.

Upon conversion, noteholders will receive an amount in cash equal to the Cash Settlement Amount, calculated as

described below. The Cash Convertible Notes are not convertible into shares of our common stock or any other securities.

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Notes to the Consolidated Financial Statements

Noteholders may convert Cash Convertible Notes into cash at their option at any time during the Contingent Conversion

Periods described above only under the following circumstances (Contingent Conversion Conditions):

•if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-

consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than

or equal to 130% of the conversion price on each applicable trading day;

•if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

including the first business day following the relevant trading price notification date; or

•if we elect to distribute assets or property to all or substantially all of the holders of our common shares and those assets

or other property have a value of more than 25% of the average daily volume-weighted average trading price of our

common shares for the prior 20 consecutive trading days; or

•if we elect to redeem the Cash Convertible Notes; or

•if we experience certain customary events of default, including defaults under certain other indebtedness until such event

has been cured or waived or the payment of the Cash Convertible Notes have been accelerated.

For the 2023 Notes, the Contingent Conversion Period expired on March 13, 2023 and, as of March 31, 2023, the

Contingent Conversion Conditions for the 2023 Notes could no longer be triggered. No Contingent Conversion

Conditions were triggered for the 2023 Notes as of December 31, 2022.

No Contingent Conversion Conditions were triggered for the 2024 Notes as of December 31, 2023 or December 31,

2022.

The Contingent Conversion Conditions in the 2023 Notes and 2024 Notes noted above have been analyzed under ASC

815, Derivatives and Hedging, and, based on our analysis, we determined that each of the embedded features listed

above are clearly and closely related to the 2023 Notes and 2024 Notes (i.e., the host contracts). As a result, pursuant to

the accounting provisions of ASC 815, Derivatives and Hedging, these features noted above are not required to be

bifurcated as separate instruments.

Upon conversion, holders are entitled to a cash payment (Cash Settlement Amount) equal to the average of the conversion

rate multiplied by the daily volume-weighted average trading price for our common shares over a 50-day period. The

conversion rate is subject to adjustment in certain instances but will not be adjusted for any accrued and unpaid interest. In

addition, following the occurrence of certain corporate events that may occur prior to the applicable maturity date, we may

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Notes to the Consolidated Financial Statements

be required to pay a cash make-whole premium by increasing the conversion rate for any holder who elects to convert

Cash Convertible Notes in connection with the occurrence of such a corporate event.

We may redeem the Cash Convertible Notes in their entirety at a price equal to 100% of the principal amount of the

applicable Cash Convertible Notes plus accrued interest at any time when 20% or less of the aggregate principal amount

of the applicable Cash Convertible Notes originally issued remain outstanding.

Because the Cash Convertible Notes contain an embedded cash conversion option, we have determined that the

embedded cash conversion option is a derivative financial instrument, which is required to be separated from the Cash

Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our

consolidated statements of income until the cash conversion option transaction settles or expires. The initial fair value

liability of the embedded cash conversion option was $74.5 million for the 2023 Notes and $98.5 million for the 2024

Notes, which simultaneously reduced the carrying value of the Cash Convertible Notes (effectively serving as an original

issuance discount). For further discussion of the derivative financial instruments relating to the Cash Convertible Notes, refer

to Note 14 "Derivatives and Hedging."

As noted above, the reduced carrying value on the Cash Convertible Notes resulted in a debt discount that is amortized to

the principal amount through the recognition of non-cash interest expense using the effective interest method over the

expected life of the debt, six years for both the 2023 Notes and 2024 Notes. This resulted in our recognition of interest

expense on the Cash Convertible Notes at an effective rate approximating what we would have incurred had

nonconvertible debt with otherwise similar terms been issued. The effective interest rate is 3.997% for 2023 Notes and

4.782% for the 2024 Notes, which is imputed based on the amortization of the fair value of the embedded cash

conversion option over the remaining term of the Cash Convertible Notes.

We incurred approximately $6.2 million and $5.7 million in transaction costs for the 2023 Notes and 2024 Notes,

respectively. Such costs have been allocated to the Cash Convertible Notes and deferred and are being amortized to

interest expense over the terms of the Cash Convertible Notes using the effective interest method.

Cash Convertible Notes Call Spread Overlay

Concurrent with the issuance of the Cash Convertible Notes, we entered into privately negotiated hedge transactions (Call

Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions.

We refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options are intended to

offset any cash payments payable by us in excess of the principal amount due upon any conversion of the Cash

Convertible Notes. The Call Options are derivative financial instruments and are discussed further in Note 14 "Derivatives

and Hedging." The Warrants are equity instruments and are further discussed in Note 18 "Equity."

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Notes to the Consolidated Financial Statements

Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,

and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of

our common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price

under the Call Options is initially equal to the conversion price of the Cash Convertible Notes.

During the third quarter of 2023, we received $36.8 million in cash upon the exercise of Call Options in connection with

the repayment of 2023 Notes. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes'

embedded conversion option.

The Warrants that were issued with our Cash Convertible Notes, could have a dilutive effect to the extent that the price of

our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver

to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the

exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised.

U.S. Private Placement

On October 16, 2012, we completed a private placement through the issuance of new senior unsecured notes at a total

amount of $400.0 million with a weighted average interest rate of 3.66% (settled on October 16, 2012). The notes were

issued in three series: (1) $73.0 million 7-year term due and paid on October 16, 2019 (3.19%); (2) $300.0 million 10-

year term due and paid on October 16, 2022 (3.75%); and (3) $27.0 million 12-year term due on October 16, 2024

(3.90%) but called and paid in October 2022. We paid $2.1 million in debt issuance costs which were amortized

through interest expense using the effective interest method over the lifetime of the notes. The note purchase agreement

contained certain financial and non-financial covenants, including but not limited to, restrictions on priority indebtedness

and the maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2022.

During 2014, we entered into interest rate swaps, which effectively fixed the fair value of $200.0 million of this debt. The

interest rate swaps expired in October 2022 following the repayments of $127.0 million in 2022 and $73.0 million in

2019. These interest rate swaps qualify for hedge accounting as fair value hedges as further described in Note 14

"Derivatives and Hedging."

German Private Placement (2017 Schuldschein)

In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches

totaling $331.1 million due in various periods through 2027. In the first quarter of 2021, we repaid $41.1 million for two

tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches

are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as

described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the

euro-denominated tranches attributed to the net investment hedge as of December 31, 2023 totaled $1.0 million of

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Notes to the Consolidated Financial Statements

unrealized gain and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized

through interest expense over the lifetime of the notes.

A summary of the tranches is as follows:

				Carrying value (in thousands) as of December 31,
Currency	Notional amount	Interest rate	Maturity	2023	2022
EUR	€64.0 million	Fixed 1.09%	June 2024	$70,704	$68,215
EUR	€31.0 million	Floating EURIBOR + 0.7%	June 2024	34,247	33,041
EUR	€14.5 million	Fixed 1.61%	June 2027	16,005	15,443
				$120,956	$116,699

German Private Placement (2022 Schuldschein)

In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued

in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of euro-

denominated tranches which have either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04%

tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating

changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net

investment hedge as described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the

carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2023 totaled

$36.2 million of unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being

amortized through interest expense using the effective interest method over the lifetime of the notes.

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Notes to the Consolidated Financial Statements

A summary of the tranches is as follows:

				Carrying value (in thousands) as of December 31,
Currency	Notional amount	Interest rate	Maturity	2023	2022
EUR	€51.5 million	Floating 6M EURIBOR + 0.55%	July 2025	$56,836	$54,803
EUR	€62.0 million	Fixed 2.741%	July 2027	68,388	65,967
EUR	€29.5 million	Floating 6M EURIBOR + 0.70%	July 2027	32,539	31,388
EUR	€37.0 million	Fixed 3.044%	July 2029	40,803	39,365
EUR	€103.0 million	Floating 6M EURIBOR + 0.85%	July 2029	113,586	109,585
EUR	€9.5 million	Fixed 3.386%	July 2032	10,475	10,107
EUR	€7.5 million	Floating 6M EURIBOR + 1.0%	July 2032	8,269	7,979
EUR	€70.0 million	Fixed 3.04%	August 2035	77,054	74,338
				$407,950	$393,532

Revolving Credit Facility

Our credit facilities available and undrawn at December 31, 2023 total €413.0 million (approximately $456.4 million).

This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2025 and two other lines

of credit amounting to €13.0 million with no expiration date. The €400.0 million facility can be utilized in euro and bears

interest of 0.550% to 1.500% above EURIBOR, and is offered with interest periods of one, three or six months. The

commitment fee is calculated based on 35% of the applicable margin. Commitment fees of $0.9 million were paid in each

of the years ended December 31, 2023 and 2022. The revolving facility agreement contains certain financial and non-

financial covenants including, but not limited to, restrictions on the encumbrance of assets and the maintenance of certain

financial ratios. We were in compliance with these covenants at December 31, 2023. The credit facilities are for general

corporate purposes and no amounts were utilized at December 31, 2023.

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Notes to the Consolidated Financial Statements

17. Income Taxes

Income before income tax expense for the years ended December 31, 2023, 2022 and 2021 consisted of:

(in thousands)	2023	2022	2021
Pretax income in the Netherlands	$18,591	$14,551	$7,062
Pretax income from foreign operations	411,218	498,050	618,771
Total income before income tax expense	$429,809	$512,601	$625,833

Income tax expense for the years ended December 31, 2023, 2022 and 2021 are as follows:

(in thousands)	2023	2022	2021
Current:
The Netherlands	$11,393	$9,672	$1,714
Foreign	66,382	89,321	116,808
	77,775	98,993	118,522
Deferred:
The Netherlands	(5,535)	(683)	(1,776)
Foreign	16,266	(8,920)	(3,512)
	10,731	(9,603)	(5,288)
Total income tax expense	$88,506	$89,390	$113,234

The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended

December 31, 2023 and 2022 and 25% for the year ended December 31, 2021. Income from foreign subsidiaries is

generally taxed at the statutory income tax rates applicable in the respective countries of domicile.

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Notes to the Consolidated Financial Statements

The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax

rate and our effective tax rate for the years ended December 31, 2023, 2022 and 2021 are as follows:

	2023	2022	2021
The Netherlands' statutory income tax rate	25.8%	25.8%	25.0%
Taxation of foreign operations, net(1)	(7.6)	(4.9)	(3.0)
Unrecognized tax benefits(2)	3.1	0.9	1.6
Excess tax benefit related to share-based compensation	(0.3)	(0.5)	(1.0)
Prior year taxes	0.3	(1.1)	0.6
Government incentives(3)	(1.0)	(0.5)	(0.6)
Changes in tax laws and rates	0.2	(0.2)	(0.4)
Tax impact from nondeductible (deductible) items	1.3	(1.9)	0.2
Valuation allowance	(1.8)	0.0	(4.4)
Other items, net	0.6	(0.2)	0.1
Effective tax rate	20.6%	17.4%	18.1%

(1)Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory

income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination

of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from

operations in Germany. Further, we have intercompany financing arrangements in which the intercompany income is nontaxable in Dubai or partially

exempt or subject to lower statutory income tax rates.

(2)Unrecognized tax benefits include the impact from reassessment of accruals for tax contingencies, primarily related to ongoing taxing authority

examinations.

(3)Government incentives include tax credits in the U.S. relating to research and development expense.

We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the

Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the

normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the

Netherlands are potentially open back to 2011 for income tax examinations by the Netherlands taxing authority. The

German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority

commenced an examination covering the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and

most state income tax examinations by taxing authorities beginning with the year ending December 31, 2020 through the

current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the

periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.

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Notes to the Consolidated Financial Statements

Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for

years before 2019.

Changes in the amount of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 are as

follows: 

(in thousands)	2023	2022	2021
Balance at beginning of year	$79,283	$103,618	$100,092
Additions based on tax positions related to the current year	9,632	9,754	6,629
Additions for tax positions of prior years	7,839	4,544	5,036
Decrease for tax position of prior years	(3,832)	(8,958)	(266)
Decrease related to settlements	(119)	(23,346)	—
Decrease due to lapse of statute of limitations	—	(580)	(344)
Increase (decrease) from currency translation	2,755	(5,749)	(7,529)
Balance at end of year	$95,558	$79,283	$103,618

At December 31, 2023 and 2022, our net unrecognized tax benefits totaled approximately $95.6 million and $79.3

million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is

reasonably possible that approximately $30.8 million of the unrecognized tax benefits may be released or utilized during

the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events

could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in

the financial statements, would be recorded in the statements of income as part of income tax expense.

Our policy is to recognize interest accrued related to income taxes in interest expense and penalties within income tax

expense. For the years ended December 31, 2023, 2022 and 2021, we recognized income for interest and penalties of

$0.4 million, $0.4 million and $0.6 million, respectively. At December 31, 2023 and 2022, we have accrued interest

and penalties of $3.3 million and $3.5 million, respectively, which are not included in the table above.

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Notes to the Consolidated Financial Statements

At December 31, 2023 and 2022, in the consolidated balance sheets, we have recorded deferred tax assets of

$38.6 million and $56.3 million in other long-term assets and deferred tax liabilities of $12.8 million and $17.5 million in

other long-term liabilities, respectively. The components of the net deferred tax assets at December 31, 2023 and 2022

are as follows:

(in thousands)	2023	2022
Deferred tax assets:
Net operating loss and tax credit carryforwards	$42,944	$53,155
Intangible assets	30,084	33,510
Accrued and other liabilities	25,375	27,544
Share-based compensation	25,598	21,792
Property, plant and equipment	2,249	4,032
Convertible notes	2,173	3,621
Inventories	4,268	3,003
Disallowed interest carryforwards	1,157	1,511
Other	7,133	6,479
Total deferred tax assets before valuation allowance	140,981	154,647
Valuation allowance	(13,214)	(21,265)
Total deferred tax assets, after valuation allowance	$127,767	$133,382
Deferred tax liabilities:
Intangible assets	($50,723)	($55,921)
Property, plant and equipment	(46,536)	(33,847)
Inventories	(579)	(820)
Other	(4,178)	(3,997)
Total deferred tax liabilities	($102,016)	($94,585)
Deferred tax assets, net	$25,751	$38,797

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Notes to the Consolidated Financial Statements

As of December 31, 2023, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax

asset can only be recognized to the extent it is "more likely than not" that the assets will be realized. Judgments around

realizability depend on the availability and weight of both positive and negative evidence.

At December 31, 2023, we had $486.4 million in total net operating loss (NOL) carryforwards which included $144.1

million for the U.S., $237.3 million for Germany, $30.5 million for the U.K., $15.2 million for the Netherlands, and

$59.3 million for other foreign jurisdictions. The NOL carryforwards in Germany, the Netherlands and the U.K.

carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of the U.S.

Internal Revenue Code which limits the amount that can be used each year. The NOL carryforwards in the U.S. expire

between 2024 and 2034. NOL carryforwards of $21.3 million in other foreign jurisdictions expire between 2024 and

2031 while the remainder can be carried forward indefinitely. At December 31, 2023, tax credits total $6.7 million and

expire between 2032 and 2041.

The changes in the valuation allowance for the years ended December 31, 2023, 2022 and 2021 were as follows:

(in thousands)	2023	2022	2021
Balance at beginning of year	($21,265)	($21,326)	($37,332)
Additions charged to income tax expense	(2,015)	(4,470)	(620)
Deductions charged to income tax expense	9,719	4,287	28,251
Additions charged to additional paid-in capital	—	—	(13,513)
Currency translation	347	244	1,888
Balance at end of year	($13,214)	($21,265)	($21,326)

In 2021, $13.5 million of the valuation allowance, which had been established in additional paid-in capital in 2020

related to the 2027 Convertible Notes, was reversed due to adopting ASU 2020-06.

As of December 31, 2023, a deferred tax liability has not been recognized for residual income taxes in the Netherlands

on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either

indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. The indefinitely reinvested

earnings retained by our subsidiaries that would be subject to tax if distributed amounted to $1.2 billion at December 31,

2023. Estimating the amount of the unrecognized deferred tax liability on indefinitely reinvested foreign earnings is not

practicable. Should the earnings be remitted as dividends, we may be subject to taxes including withholding tax. We have

$14.5 million of undistributed earnings that we do not consider indefinitely reinvested and have recorded a deferred tax

liability at December 31, 2023 and 2022 of $0.7 million and $1.0 million, respectively.

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Notes to the Consolidated Financial Statements

18. Equity

Shares

The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million

authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No

Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the

foreign exchange rates in effect when the shares are issued.

Synthetic Share Repurchase

In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split. The transaction was announced on January 7, 2024 and involved an approach used by various large,

multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional

open-market repurchases. $295.2 million was returned to shareholders through the transaction, which reduced the total

number of issued Common Shares by approximately 3% to 223.9 million (of which 2.5 million Common Shares are held

in Treasury Shares) as of January 31, 2024.

Issuance and Conversion of Warrants

In connection with the issuance of the Cash Convertible Notes as described in Note 16 "Debt," we issued Warrants as

summarized in the table below. The number of warrants and exercise prices are subject to customary adjustments under

certain circumstances. The proceeds, net of issuance costs, from the sale of the Warrants are included as additional paid-in

capital in the accompanying consolidated balance sheets.

The Warrants are exercisable only upon expiration. For each Warrant that is exercised, we will deliver to the holder a

number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price,

divided by the settlement price, plus cash in lieu of any fractional shares. The Warrants could separately have a dilutive

effect on shares of our common stock to the extent that the market value per share of our common stock exceeds the

applicable exercise price of the Warrants (as measured under the terms of the Warrants).

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Notes to the Consolidated Financial Statements

Cash convertible notes	Issued on	Number of share warrants issued (in millions)	Weighted average exercise price per share	Proceeds from issuance of warrants, net of issuance costs (in millions)	Warrants expire over a period of 50 trading days beginning on
2023 Notes	September 13, 2017	9.7	$49.9775	$45.3	June 26, 2023
2024 Notes	November 13, 2018	10.9	$50.2947	$72.4	August 27, 2024

All Warrants related to the 2023 Notes that matured in September 2023 expired unexercised. Following the January

2024 synthetic share repurchase discussed above, the adjusted weighted average exercise price per share for the 2024

Notes is $50.3346.

Share Repurchase Programs

On July 12, 2021, we announced our seventh share repurchase program of up to $100 million of our common shares.

During 2021, we repurchased 1.9 million QIAGEN shares for $100.0 million (including transaction costs). This program

ended on October 29, 2021.

The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase

occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable

debt instruments, warrants and employee share-based remuneration plans.

Accumulated Other Comprehensive Loss

The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2023

and 2022:

(in thousands)	2023	2022
Net unrealized loss on hedging contracts, net of tax	($37,372)	($15,637)
Net unrealized gain on pension, net of tax	812	645
Foreign currency effects from intercompany long-term investment transactions, net of tax benefits of $13.2 million in 2023 and 2022	(33,648)	(33,311)
Foreign currency translation adjustments	(363,622)	(355,788)
Accumulated other comprehensive loss	($433,830)	($404,091)

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Notes to the Consolidated Financial Statements

19. Earnings Per Common Share

We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the

net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect

the potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.

The following schedule summarizes the information used to compute earnings per common share for the years ended

December 31, 2023, 2022 and 2021:

(in thousands, except per share data)	2023	2022	2021
Net income	$341,303	$423,211	$512,599
Weighted average number of common shares used to compute basic earnings per common share	228,146	227,577	227,983
Dilutive effect of outstanding stock options and restricted stock units	2,473	2,555	3,403
Dilutive effect of outstanding warrants	—	4	648
Weighted average number of common shares used to compute diluted earnings per common share	230,619	230,136	232,034
Outstanding stock options and awards having no dilutive effect, not included in above calculation	1	146	8
Outstanding warrants having no dilutive effect, not included in above calculation	17,562	20,556	19,912
Basic earnings per common share	$1.50	$1.86	$2.25
Diluted earnings per common share	$1.48	$1.84	$2.21

For purposes of considering the 2027 Notes, as discussed further in Note 16 "Debt," in determining diluted earnings per

common share, only an excess of the conversion value over the principal amount would have a dilutive impact using the

treasury stock method. Since the 2027 Notes were out of the money and anti-dilutive during the period from January 1,

2021 through December 31, 2023, they were excluded from the diluted earnings per common share calculation in 2021,

2022 and 2023.

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Notes to the Consolidated Financial Statements

20. Commitments and Contingencies

Licensing and Purchase Commitments

We have licensing agreements with companies, universities and individuals, some of which require certain up-front

payments. Royalty payments are required on net product sales ranging from 0.45 percent to 25 percent of covered

products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying

consolidated balance sheets include accrued royalties relating to these agreements in the amount of $9.7 million and

$12.9 million at December 31, 2023 and 2022, respectively. Royalty expense relating to these agreements amounted to

$13.9 million, $15.5 million, and $18.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Royalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense

depending on the use of the technology under license. Some of these agreements also have minimum raw material

purchase requirements and requirements to perform specific types of research.

At December 31, 2023, we had commitments to purchase goods or services and to make future license and royalty

payments. They are as follows:

Years ending December 31, (in thousands)	Purchase commitments	License & royalty commitments
2024	$37,396	$1,926
2025	35,992	1,453
2026	13,150	783
2027	11,383	766
2028	903	560
Thereafter	—	1,729
	$98,824	$7,217

Contingent Consideration Commitments

Pursuant to the purchase agreements for certain acquisitions, we could be required to make additional contingent cash

payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential

milestone payments total $20.7 million and may be triggered by the end of 2024. The total milestone payments of $18.4

million is included in accrued and other current liabilities in the accompanying consolidated balance sheet as of

December 31, 2023. Refer to Note 15 "Financial Instruments and Fair Value Measurements" for changes in the contingent

consideration liabilities.

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Notes to the Consolidated Financial Statements

Employment Agreements

Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as

defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At

December 31, 2023, the commitment under these agreements totaled $11.5 million.

Contingencies

In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will

conform to published specifications. Generally, the applicable product warranty period is one year from the date of

delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited

warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The

changes in the carrying amount of warranty obligations for the years ended December 31, 2023 and 2022 are as

follows:

(in thousands)	2023	2022
Balance at beginning of year	$4,899	$6,324
Provision charged to cost of sales	3,947	4,606
Usage	(3,451)	(4,517)
Adjustments to previously provided warranties, net	(1,501)	(1,277)
Currency translation	50	(237)
Balance at end of year	$3,944	$4,899

Litigation

From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2023, certain

claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against

QIAGEN N.V. or subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as

through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing

litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict

the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we

could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been

incurred and the amount of probable loss can be estimated. Litigation accruals recorded in accrued and other current

liabilities as of December 31, 2023 and 2022 totaled $4.8 million and $6.5 million, respectively. As of December 31,

2023, $4.7 million was accrued in other long-term liabilities in the accompanying consolidated balance sheet.

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Notes to the Consolidated Financial Statements

We are not party to any material legal proceeding as of the date of this report except for the matters listed below.

Patent Litigation

Archer DX

In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of

Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued

QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by

ArcherDX and awarded damages of $4.7 million which were accrued in 2021 and, as of December 31, 2023, are

included in other long-term liabilities in the accompanying consolidated balance sheet. We filed an appeal in August

2023 after the verdict was entered.

Bio-Rad Laboratories, Inc.

In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a

declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the

parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their

respective digital PCR technologies.

Other Litigation Matters

For all other matters, a total of $4.8 million is accrued as of December 31, 2023 in accrued and other current liabilities.

The estimated range of possible losses for these other matters as of December 31, 2023 is between $4.0 million and

$10.1 million.

Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation

will not have a material adverse effect on our financial position or results of operations above the amounts accrued.

However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of

management's expectations could have a material adverse effect on our financial position, results of operations or cash

flows.

21. Segment Information

We operate as one operating segment. We have a common basis of organization, we make decisions with regards to

business operations and resource allocation based on evaluations of QIAGEN as a whole and our products and services

are offered globally. Product category and geographic information follows below.

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Notes to the Consolidated Financial Statements

Product Category Information

Refer to Note 4 "Revenue" for disaggregation of revenue based on product categories, product type and customer class.

Geographical Information

Net sales are attributed to countries based on the location of the customer. Our primary manufacturing facilities are

located in Germany, China, and the United States and supply products to customers as well as to our subsidiaries in other

countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer

represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net

sales of $20.3 million, $31.5 million and $28.3 million for the years ended 2023, 2022 and 2021, respectively, and

these amounts are included in the line item Europe, Middle East and Africa in the table below.

Net sales by geographical location for the years ended December 31, 2023, 2022 and 2021 are as follows:

(in thousands)	2023	2022	2021
Americas:
United States	$935,281	$909,616	$909,690
Other Americas	84,774	88,139	97,686
Total Americas	1,020,055	997,755	1,007,376
Europe, Middle East and Africa	624,573	733,469	814,417
Asia Pacific, Japan and Rest of World	320,683	410,294	429,864
Total net sales	$1,965,311	$2,141,518	$2,251,657

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Notes to the Consolidated Financial Statements

Long-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe in

the table below, reported long-lived assets of $1.3 million and $1.1 million as of December 31, 2023 and 2022,

respectively.

Long-lived assets by geographical location as of December 31, 2023 and 2022 are as follows:

(in thousands)	2023	2022
Americas:
United States	$164,865	$161,645
Other Americas	3,657	2,997
Total Americas	168,522	164,642
Europe, Middle East and Africa:
Germany	496,386	400,009
Other Europe, Middle East and Africa	76,306	75,045
Total Europe, Middle East and Africa	572,692	475,054
Asia Pacific, Japan and Rest of World	23,823	22,474
Total long-lived assets	$765,037	$662,170

22. Share-Based Compensation

We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V.

2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be

granted under the 2005 Plan. The 2014 Plan expires in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan)

was approved at the June 2023 Annual General Meeting and at December 31, 2023, we had approximately 20.9 million

Common Shares reserved and available for issuance under the 2005, 2014, and 2023 Plans.

The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants

and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years

subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated

in the event of a Change of Control, as defined in the plans. All option grants were at the market value on the grant date

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 175
Notes to the Consolidated Financial Statements

or at a premium above the closing market price on the grant date. We issue Treasury Shares to satisfy option exercises

and award releases.

Stock Units

Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject

to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final

number of performance stock units earned is based on the performance achievement which for some grants can reach up

to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized

over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the

market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%. At

December 31, 2023, there was $59.8 million remaining in unrecognized compensation cost including estimated

forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.34 years.

The weighted average grant date fair value of stock units granted during the years ended December 31, 2023, 2022 and

2021 was $44.37, $45.49 and $48.77, respectively. The total fair value of stock units that vested during the years ended

December 31, 2023, 2022 and 2021 was $39.4 million, $55.8 million and $52.6 million, respectively.

A summary of stock units as of December 31, 2023 and changes during the year are presented below.

Stock units	Number of stock units (in thousands)	Weighted average contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at January 1, 2023	3,771
Granted	1,185
Vested	(864)
Forfeited	(77)
Outstanding at December 31, 2023	4,015	1.34	$174,364
Vested and expected to vest at December 31, 2023	3,744	1.29	$162,610

We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the

applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than

the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to

treasury shares.

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Notes to the Consolidated Financial Statements

Stock Options

We have not granted stock options since 2013. A summary of the status of employee stock options as of December 31,

2023 and changes during the year then ended is presented below.

Stock options	Number of shares (in thousands)	Weighted average exercise price
Outstanding at January 1, 2023	9	$18.68
Exercised	(9)	$18.68
Outstanding at December 31, 2023	—	$—

The total intrinsic value of options exercised was $0.2 million in each of the years ended December 31, 2023 and 2022

and $14.4 million for the year ended December 31, 2021. The actual tax benefit for the tax deductions from option

exercises totaled $0.1 million in each of the years ended December 31, 2023 and 2022 and $2.2 million during the year

ended December 31, 2021. At December 31, 2023, there was no unrecognized share-based compensation expense

related to employee stock option awards.

There were no options outstanding at December 31, 2023. At December 31, 2022 and 2021, 9 thousand and 18

thousand options were exercisable at a weighted average price of $18.68 and $17.79 per share, respectively.

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Notes to the Consolidated Financial Statements

Compensation Expense

Share-based compensation expense before taxes for the years ended December 31, 2023, 2022 and 2021 totaled

approximately $47.1 million, $49.5 million and $38.4 million, respectively, as shown in the table below.

(in thousands)	2023	2022	2021
Cost of sales	$3,296	$2,577	$40
Research and development	7,484	6,504	4,909
Sales and marketing	14,495	16,076	13,630
General and administrative	21,825	24,350	19,812
Share-based compensation expense	47,100	49,507	38,391
Less: Income tax benefit(1)	11,035	10,703	8,956
Share-based compensation expense, after tax	$36,065	$38,804	$29,435

(1)Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million, $2.7

million and $6.5 million, respectively, for the years ended December 31, 2023, 2022 and 2021.

The lower share-based compensation expense in cost of sales in 2021 resulted from forfeitures upon the separation of an

executive who received a cash severance payment in lieu of accelerated vesting upon separation per the terms of the

arrangement. The cash separation accrual offset the share-based compensation forfeiture.

23. Employee Benefits

We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution

plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.

Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue

Service. This plan includes a provision for us to match a portion of employee contributions. Total expenses under the

401(k) plans were $4.5 million for each of the years ended December 31, 2023 and 2022 and $4.3 million for the year

ended December 31, 2021. We also have a defined contribution plan which covers certain executives. We make

matching contributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled

approximately $0.1 million for each of the years ended December 31, 2023 and 2022 and $0.2 million for the year

ended December 31, 2021.

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Notes to the Consolidated Financial Statements

We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,

France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to

covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits

to which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the

employees’ employment period are based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are

unfunded. The liability under the defined benefit plans totaled $7.4 million and $7.2 million as of December 31, 2023

and 2022, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated

balance sheets.

24. Related Party Transactions

From time to time, we have transactions with other companies in which we hold an interest as summarized in the table

below.

Net sales to related parties for the years ended December 31, 2023, 2022 and 2021 are as follows:

(in thousands)	2023	2022	2021
Net sales	$9,039	$8,474	$9,089

As of December 31, 2023 and 2022, balances with related parties are as follows:

(in thousands)	2023	2022
Accounts receivable	$2,890	$5,136
Prepaid expenses and other current assets	$78	$11,929
Accounts payable	$700	$2,708
Accrued and other current liabilities	$2,893	$3,518

Prepaid expenses and other current assets include loan receivables and supplier advances from companies with which we

have an investment or partnership interest.

As of December 31, 2022, prepaid expenses and other current assets included a $10.6 million convertible note from

Ellume Limited, Australia, which bears interest at 10% and was due on December 31, 2022. As of December 31, 2022,

we retained the loan receivable, while fully reserved, as we awaited the outcome of voluntary administration and any

creditor arrangement. During 2023, we had no possibility of collection from Ellume and no expectation of any recovery of

the defaulted amount. Accordingly, the loan receivable was fully written off against the reserve in 2023. Additional

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Notes to the Consolidated Financial Statements

financial impacts of these proceedings with this related party for the fiscal year ended December 31, 2022 included a

$4.6 million write off on advances to suppliers and a $12.8 million impairment loss on intangible assets, both recognized

in restructuring, acquisition, integration and other, net in the accompanying consolidated statement of income. Refer to

Note 11 "Goodwill and Intangible Assets."

25. Subsequent Event

In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split as discussed in Note 18 "Equity."

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Notes to the Consolidated Financial Statements

Memorandum and Articles of Association

We are a public company with limited liability (naamloze vennootschap)

incorporated under Dutch law and registered with the Dutch Trade Register

under file number 12036979. Set forth below is a summary of certain

provisions of our Articles of Association, as lastly amended on January 29,

2024 (the Articles), and Dutch law, where appropriate. The below also

contains information on provisions of the Dutch Corporate Governance Code

2022, (the Dutch Code), which contains principles of good corporate

governance and best practice provisions that regulate relations between the

Managing Board, the Supervisory Board and the Shareholders. The principles

and provisions are aimed at defining responsibilities for sustainable long-term

value creation, risk control, effective management and supervision,

remuneration and the relationship with Shareholders, including the General

Meeting, and other stakeholders. A listed company should either comply, or if

not, explain in its management report why and to what extent it does not

comply, with the principles of the Dutch Code. The Dutch Code has been taken

into account in the summary below.

This summary does not purport to be complete and is qualified in its entirety by

reference to the Articles, Dutch Law and the Dutch Code.

Corporate Purpose

Our objectives include, without limitation, the performance of activities in the

biotechnology industry, as well as incorporating, acquiring, participating in,

financing, managing and having any other interest in companies or enterprises

of any nature, raising and lending funds and such other acts as may be

conducive to our business.

Managing Directors

QIAGEN shall be managed by a Managing Board consisting of one or more

Managing Directors under the supervision of the Supervisory Board. The

Managing Board is responsible for our continuity and our affiliated enterprise.

The Managing Board focuses on our sustainable long-term value creation and

our affiliated enterprise, and takes into account the impact the actions of the

Company and its affiliated enterprise have on people and the environment as

well as our stakeholders' interests that are relevant in this context, which

include but are not limited to our shareholders. Managing Directors shall be

appointed by the General Meeting upon the joint meeting of the Supervisory

Board and the Managing Board (Joint Meeting), having made a binding

nomination for each vacancy. However, the General Meeting may at all times

overrule the binding nature of such a nomination by a resolution adopted by at

least a two-thirds majority of the votes cast, if such majority represents more

than half the issued share capital. This is different from the provisions of many

American corporate statutes, including the Delaware General Corporation

Law, which give the directors of a corporation greater authority in choosing

the executive officers of a corporation. Under our Articles, the General

Meeting may suspend or dismiss a Managing Director at any time by a

resolution adopted by at least a two-thirds majority of the votes cast, if such

majority represents more than half of the issued share capital, or by a simple

majority of votes cast without any quorum requirements required to be

satisfied, if the suspension or dismissal is proposed by the Joint Meeting. The

Supervisory Board shall also at all times be entitled to suspend (but not to

dismiss) a Managing Director. The Articles provide that the Supervisory Board

may adopt management board rules governing the internal organization of the

Managing Board.

Furthermore, the Supervisory Board shall determine the salary, the bonus, if

any, and the other compensation terms and conditions of service of the

Managing Directors within the scope of the remuneration policy. The current

remuneration policy of the Managing Board was adopted in our Annual

General Meeting on June 29, 2021.

Resolutions of the Managing Board shall be validly adopted, if adopted by

simple majority of votes, at least one of whom voting in favor of the proposal

must be the Chairman. Each Managing Director has the right to cast one vote.

Under Dutch law, in the event that there is a conflict of interest between a

Managing Director and us and our business on a certain matter, that

Managing Director shall not participate in the discussions and voting on that

matter. If all Managing Directors have a conflict of interest, such resolution

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shall be adopted by the Supervisory Board. If all Supervisory Directors have a

conflict of interest as well, the General Meeting will be authorized to resolve

on the matter. According to the Dutch Code, any conflict of interest or

apparent conflict of interest between the Company and Managing Directors

should be prevented. To avoid conflicts of interest, adequate measures should

be taken. Under the Dutch Code, the Supervisory Board is responsible for the

decision-making on dealing with conflicts of interest regarding Managing

Directors, Supervisory Directors and majority shareholders in relation to us. A

Managing Director should report any potential conflict of interest in a

transaction that is of material significance to the Company and/or to such

Managing Director to the Chairman of the Supervisory Board and to the other

members of the Managing Board without delay. The Supervisory Board should

decide, outside the presence of the Managing Director, whether there is a

conflict of interest. All transactions in which there are conflicts of interest with

Managing Directors shall be agreed on terms that are customary in the sector

concerned. Decisions to enter into transactions under which a Supervisory

Director would have a conflict of interest that are of material significance to

QIAGEN and/or to the Managing Director concerned, require the approval of

the Supervisory Board.

Supervisory Directors

The Supervisory Board shall be responsible for supervising the policy pursued

by the Managing Board and our general course of affairs. Under our Articles,

the Supervisory Directors are required to serve the interests of our Company

and our business and the interest of all stakeholders (which includes but is not

limited to our shareholders) in fulfilling their duties. The Supervisory Board shall

consist of such number of members as the Joint Meeting may from time to time

determine, with a minimum of three members. The Supervisory Directors shall

be appointed by the General Meeting upon the Joint Meeting having made a

binding nomination for each vacancy. However, the General Meeting may at

all times overrule the binding nature of such a nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half the issued share capital. If during a financial year a

vacancy occurs in the Supervisory Board, the Supervisory Board may appoint

a Supervisory Director who will cease to hold office at the next Annual

General Meeting, provided that the number of Supervisory Directors that may

be appointed in this manner is limited to one-third of the number of

Supervisory Directors determined by the Joint Meeting. This is different from the

provisions of many American corporate statutes, including the Delaware

General Corporation Law, which provides that directors may vote to fill

vacancies on the board of directors of a corporation. Under our Articles, the

General Meeting may suspend or dismiss a Supervisory Director at any time

by a resolution adopted by at least a two-thirds majority of the votes cast, if

such majority represents more than half of the issued share capital, or by a

simple majority of votes cast without any quorum requirements required to be

satisfied, if the suspension or dismissal is proposed by the Joint Meeting.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Director and us and our business on a certain matter, that

Supervisory Director shall not participate in the discussions and voting on that

matter. Under the Dutch Code, a Supervisory Director should report any

conflict of interest or potential conflict of interest in a transaction that is of

material significance to the Company and/or to such Supervisory Director to

the Chairman of the Supervisory Board without delay. The Supervisory Board

should decide, outside the presence of the Supervisory Director concerned,

whether there is a conflict of interest. If all Supervisory Directors have a conflict

of interest, the relevant resolution shall be adopted by the General Meeting.

All transactions in which there are conflicts of interest with Supervisory

Directors shall be agreed on terms that are customary in the sector concerned.

Decisions to enter into transactions under which a Supervisory Director would

have a conflict of interest that are of material significance to QIAGEN and/or

to the Supervisory Director concerned, require the approval of the Supervisory

Board.

In accordance with Dutch law and the Dutch Code, the General Meeting

determines the compensation of the Supervisory Directors upon the proposal of

the Compensation Committee with due observance of the remuneration policy

for Supervisory Directors as adopted at the 2021 Annual General Meeting.

Under the Dutch Code, any shares held by a Supervisory Director in the

Company on whose board he or she sits should be long-term investments.

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Liability of Managing Directors and Supervisory Directors

Under Dutch law, as a general rule, Managing Directors and Supervisory

Directors are not liable for obligations we incur. Under certain circumstances,

however, they may become liable, either towards QIAGEN (internal liability)

or to others (external liability), although some exceptions are described below.

Liability towards QIAGEN

Failure of a Managing Director or Supervisory Director to perform his or her

duties does not automatically lead to liability. Liability is only incurred in the

case of a clear, indisputable shortcoming about which no reasonably judging

business-person would have any doubt. In addition, the Managing Director or

Supervisory Director must be deemed to have been grossly negligent.

Managing Directors are jointly and severally liable for failure of the Managing

Board as a whole, but an individual Managing Director will not be held liable

if he or she is determined not to have been responsible for the mismanagement

and has not been negligent in preventing its consequences. Supervisory

Directors are jointly and severally liable for failure of the Supervisory Board as

a whole, but an individual Supervisory Director will not be held liable if he or

she is determined not to have been responsible for the mismanagement and

has not been negligent in preventing its consequences.

Liability for Misrepresentation in Annual Accounts

Managing Directors and Supervisory Directors are also jointly and severally

liable to any third party for damages suffered as a result of misrepresentation

in the annual accounts, management commentary or interim statements of

QIAGEN, although a Managing Director or Supervisory Director will not be

held liable if found not to be personally responsible for the misrepresentation.

Moreover, a Managing Director or Supervisory Director may be found to be

criminally liable if he or she deliberately publishes false annual accounts or

deliberately allows the publication of such false annual accounts.

Tort Liability

Under Dutch law, there can be liability if one has committed a tort

(onrechtmatige daad) against another person. Although there is no clear

definition of “tort” under Dutch law, breach of a duty of care towards a third

party is generally considered to be a tort. Therefore, a Dutch corporation may

be held liable by any third party under the general rule of Dutch laws

regarding tort claims. In exceptional cases, Managing Directors and

Supervisory Directors have been found liable on the basis of tort under Dutch

common law, but it is generally difficult to hold a Managing Director or

Supervisory Director personally liable for a tort claim. Shareholders cannot

base a tort claim on any losses which derive from and coincide with losses we

suffered. In such cases, only we can sue the Managing Directors or

Supervisory Directors.

Criminal Liability

Under Dutch law, if a legal entity has committed a criminal offense, criminal

proceedings may be instituted against the legal entity itself as well as against

those who gave order to or were in charge of the forbidden act. As a general

rule, it is held that a Managing Director is only criminally liable if he or she

played a reasonably active role in the criminal act.

Indemnification

Article 27 of our Articles provides that we shall indemnify every person who is

or was a Managing Director or Supervisory Director against all expenses

(including attorneys’ fees), judgments, fines and amounts paid in settlement

with respect to any threatened pending or completed action, suit or

proceeding as well as against expenses (including attorneys’ fees) actually and

reasonably incurred in connection with the defense or settlement of an action

or proceeding, if such person acted in good faith and in a manner he or she

reasonably could believe to be in or not opposed to our best interests. An

exception is made in respect to any claim, issue or matter as to which such

person shall have been adjudged to be liable for gross negligence or willful

misconduct in the performance of his or her duty to us.

Classes of Shares

The authorized classes of our shares consist of Common Shares, Financing

Preference Shares and Preference Shares. No Financing Preference Shares or

Preference Shares have been issued.

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Common Shares

Common Shares are issued in registered form only. No share certificates are

issued for Common Shares and Common Shares are registered in either our

shareholders register with Equiniti Trust Company LLC, our transfer agent and

registrar in New York, or our shareholder register with TMF Fund Services

B.V., Westblaak 89, 3012 KG Rotterdam, the Netherlands.

The transfer of registered shares requires a written instrument of transfer and

the written acknowledgment of such transfer by us or the New York Transfer

Agent (in our name).

Financing Preference Shares

No Financing Preference Shares are currently issued or outstanding. If issued,

Financing Preference Shares will be issued in registered form only. No share

certificates are issued for Financing Preference Shares. Financing Preference

Shares must be fully paid up upon issue. The preferred dividend rights

attached to Financing Preference Shares are described under “Dividends”

below. We have no present plans to issue any Financing Preference Shares.

Preference Shares

No Preference Shares are currently issued or outstanding. If issued, Preference

Shares will be issued in registered form only. No share certificates shall be

issued for Preference Shares. Only 25% of the nominal value thereof is

required to be paid upon subscription for Preference Shares. The obligatory

payable part of the nominal amount (or the call) must be equal for each

Preference Share. The Managing Board may, subject to the approval of the

Supervisory Board, resolve on which day and up to which amount a further

call must be paid on Preference Shares which have not yet been paid up in

full. The preferred dividend rights attached to Preference Shares are described

under “Dividends” below.

Pursuant to our Articles, QIAGEN’s Supervisory Board is entitled, if and in so

far as the Supervisory Board has been designated by our General Meeting, to

resolve to issue Preference Shares in the event that (i) any person who alone or

with one or more other persons, directly or indirectly, have acquired or given

notice of an intent to acquire (beneficial) ownership of an equity stake which

in aggregate equals 20% or more of our share capital then outstanding, or

(ii) the Supervisory Board has determined a person to be an “adverse

person.” For this purpose, an “adverse person” is generally any (legal) person,

alone or together with affiliates or associates, with an equity stake in our

Company which the Supervisory Board considers to be substantial, which must

be at least 10% of the issued share capital, and where the Supervisory

Board is of the opinion that this (legal) person has engaged in an acquisition

that is intended to cause or pressure QIAGEN to enter into transactions

intended to provide such person with short-term financial gain under

circumstances that would not be in the interest of QIAGEN and our

shareholders or whose ownership is reasonably likely to cause a material

adverse impact on our business prospects. Currently the Supervisory Board has

not been designated to issue Preference Shares.

On August 2, 2004, we entered into an agreement (Option Agreement) with

Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently

amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was

granted an option to acquire such number of Preference Shares as are equal

to the total number of all outstanding Common Shares minus one in our share

capital at the time of the relevant exercise of the right. SPAQ may exercise its

right to acquire the Preference Shares in all situations that it believes that our

interest or our stakeholders' interests are at risk (which situations include but

are not limited to (i) receipt of a notification from the Managing Board that a

takeover is imminent, and (ii) receipt of a notification from the Managing

Board that one or more activist shareholders take a position that is not in the

interest of QIAGEN, our shareholders or our other stakeholders), provided that

the conditions mentioned in the previous paragraph have been met. Due to the

implementation of the EC Directive on Takeover Bids in Dutch legislation, the

exercise of the option to acquire Preference Shares by SPAQ and the

subsequent issuance of Preference Shares to SPAQ needs to be done with due

observance and in consideration of the restrictions imposed by the Public Offer

Rules.

SPAQ was incorporated on August 2, 2004. Its principal office is located at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to

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protect our interests and our enterprise and the enterprises of companies which

are linked to us. SPAQ shall attempt to accomplish its objectives by way of

acquiring Preference Shares in the share capital of QIAGEN and to exercise

the voting rights in our interests and the interests of our stakeholders.

The board of SPAQ shall consist of at least two directors. Upon incorporation

of SPAQ, two members were appointed to the board of SPAQ who resigned

in 2019. In December 2019, two new members were appointed. After serving

on the board of SPAQ for four years, these board members were reappointed

at the end of 2023 for an additional two year term each. The board of SPAQ

may appoint additional members to the board. Board resolutions will be

adopted by unanimity of the votes cast. SPAQ will be represented either by its

board or by the chairman of its board.

Issuance of shares

Under our Articles, the Supervisory Board has the power to issue Shares and

determine the issue price and further conditions of such issuance, provided that

it has been authorized by the General Meeting to do so. The authorization

referred to in the preceding sentence can only be granted for a specific period

of time not exceeding five years and may be extended in the same manner. If

there is no designation of the Supervisory Board to issue shares in force, the

General Meeting shall have authority to issue shares, but only upon the

proposal of, and in accordance with the issue price and further conditions as

determined by, the Supervisory Board. For these purposes, issuances of shares

include the granting of rights to subscribe for shares, such as options and

warrants, but not the issue of shares upon exercise of such rights.

On June 22, 2023, the General Meeting resolved to authorize the Supervisory

Board until December 22, 2024, to issue Common Shares and Financing

Preference Shares or grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of 50% of the

shares issued and outstanding in the capital of the Company as of December

31, 2022, as included in the Annual Accounts for Calendar Year 2022.

Pre-emptive Rights

Under our Articles, existing holders of Common Shares will have pre-emptive

rights in respect of future issuances of Common Shares in proportion to the

number of Common Shares held by them, unless limited or excluded as

described below. Holders of Common Shares shall not have pre-emptive rights

in respect of future issuances of Financing Preference Shares or Preference

Shares. Holders of Financing Preference Shares and Preference Shares shall

not have pre-emptive rights in respect of any future issuances of share capital.

Pre-emptive rights do not apply with respect to shares issued against

contributions other than in cash or shares issued to employees of the Company

or one of our group companies. Under our Articles, the Supervisory Board has

the power to limit or exclude any pre-emptive rights to which shareholders may

be entitled, provided that it has been authorized by the General Meeting to do

so. The authority of the Supervisory Board to limit or exclude pre-emptive rights

can only be exercised if at that time the Supervisory Board's authority to issue

shares is in full force and effect. The authority to limit or exclude pre-emptive

rights may be extended in the same manner as the authority to issue shares. If

there is no designation of the Supervisory Board to limit or exclude pre-emptive

rights in force, the General Meeting shall have authority to limit or exclude

such pre-emptive rights, but only upon the proposal of the Supervisory Board.

Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or

(ii) to designate the Supervisory Board as the corporate body that has authority

to limit or exclude pre-emptive rights, require a majority of at least two-thirds of

the votes cast in a meeting of shareholders if less than 50% of the issued share

capital is present or represented. For these purposes, issuances of shares

include the granting of rights to subscribe for shares, such as options and

warrants, but not the issue of shares upon exercise of such rights.

On June 22, 2023, the General Meeting resolved to grant the authority to

restrict or exclude pre-emptive rights until December 22, 2024. However, the

General Meeting has limited this authority in a way that the Supervisory Board

can only exclude or limit the pre-emptive rights in relation to no more than

10% of the aggregate par value of all shares issued and outstanding in the

capital of the Company as of December 31, 2022.

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Acquisition of Our Own Shares

We may acquire our own shares, subject to certain provisions of Dutch law

and our Articles, if (i) shareholders’ equity less the payment required to make

the acquisition does not fall below the sum of paid-up and called-up capital

and any reserves required by Dutch law or the Articles, and (ii) we and our

subsidiaries would not thereafter hold shares with an aggregate nominal value

exceeding half of our issued share capital. Shares that we hold in our own

capital or shares held by one of our subsidiaries may not be voted. The

Managing Board, subject to the approval of the Supervisory Board, may effect

the acquisition of shares in our own capital. Our acquisitions of shares in our

own capital may only take place if the General Meeting has granted to the

Managing Board the authority to effect such acquisitions. Such authority may

apply for a maximum period of eighteen months and must specify the number

of shares that may be acquired, the manner in which shares may be acquired

and the price limits within which shares may be acquired. Dutch corporate law

allows for the authorization of the Managing Board to purchase a number of

shares equal to up to 50% of the Company’s issued share capital on the date

of the acquisition. On June 22, 2023, the General Meeting resolved to extend

the authorization of the Managing Board in such manner that the Managing

Board may, for an 18-month period beginning June 22, 2023, until

December 24, 2024, cause us to acquire shares in our own share capital, up

to 10% of the Company's issued share capital on the date of the acquisition

and provided that the Company or any subsidiary shall not hold more than

10% of the Company's issued share capital at any time, without limitation at a

price between one euro cent (euro 0.01) and one hundred ten percent

(110%) of the higher of the average closing price of our shares on the New

York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for the

five trading days prior to the day of purchase, or, with respect to Preference

and Finance Preference shares, against a price between one euro cent (euro

0.01) and three times the issuance price and in accordance with applicable

provisions of Dutch law and our Articles.

Synthetic Share Repurchase

During the Annual General Meeting held on June 22, 2023, the General

Meeting approved a proposal to allow the Managing Board, subject to the

approval of the Supervisory Board, to, during a period of 18 months from the

date of the Annual General Meeting, i.e. until December 22, 2024, adjust the

Company's capital structure and to repay capital to our shareholders via a

synthetic share repurchase within predetermined boundaries, and with the key

consequences of such synthetic share repurchase being that: (i) an amount to

be determined by the Managing Board, subject to the approval of the

Supervisory Board, of up to a maximum $300 million would be paid to our

shareholders as a capital repayment, and (ii) the number of outstanding

Common Shares would at least be decreased by a number of Common Shares

approximately equal to the number of Common Shares that the Company,

theoretically, could have repurchased for the aggregate amount repaid to our

shareholders.

For more information on the synthetic share repurchase, we refer to the

explanatory notes to agenda item 14 in the proxy statement relating to the

Annual General Meeting of June 22, 2023 as well as our press release of

January 18, 2024.

Capital Reduction

Subject to the provisions of Dutch law and our Articles, the General Meeting

may, upon the proposal of the Supervisory Board, resolve to reduce the issued

share capital by (i) canceling shares, or (ii) reducing the nominal value of

shares through an amendment of our Articles. Cancellation with repayment of

shares or partial repayment on shares or release from the obligation to pay up

may also be made or given exclusively with respect to Common Shares,

Financing Preference Shares or Preference Shares.

Cancellation of Fractional Common Shares

Prior to the synthetic share repurchase described above, the Company held

fractional Common Shares and as part of the synthetic share repurchase, the

Company acquired additional fractional Common Shares. In an effort to, as

much as possible, clean up the composition of the Company's share capital,

the General Meeting of June 22, 2023 resolved to reduce the issued share

capital of the Company by cancelling all fractional Common Shares (i) the

Company holds in its own capital at the date of the 2023 Annual General

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Meeting, or will hold in its own share capital following execution of certain

steps making-whole the then issued and outstanding fractional Common

Shares, and (ii) the Company will hold in its own capital as a result of the

synthetic share repurchase described above and the execution of certain steps

making-whole the then issued and outstanding fractional Common Shares. The

cancellation may be implemented in one or more tranches, at the discretion of

the Managing Board.

Financial Year, Annual Accounts and Independent Registered

Public Accounting Firm

Our financial year coincides with the calendar year. Dutch law requires that

within four months after the end of the financial year, the Managing Board

must make available a report with respect to such financial year, including our

financial statements for such year prepared under International Financial

Reporting Standards and accompanied by a report of an Independent

Registered Public Accounting Firm. The annual report is submitted to the

Annual General Meeting for adoption.

The General Meeting appoints the external auditor of our statutory financial

statements prepared in accordance with International Financial Reporting

Standards and to issue a report thereon. On June 22, 2023, our shareholders

appointed KPMG Accountants N.V. to serve as our external auditor for our

statutory consolidated financial statements prepared in accordance with

International Financial Reporting Standards for the year ending December 31,

2023.

Dividends and Other Distributions

Subject to certain exceptions, dividends may only be paid out of profits as

shown in our annual financial statements as adopted by the General Meeting.

Distributions may not be made if the distribution would reduce shareholders’

equity below the sum of the paid-up and called-up capital and called-up and

any reserves required by Dutch law or our Articles.

Out of profits, dividends must first be paid on any outstanding Preference

Shares (the Preference Share Dividend) in a percentage (the Preference Share

Dividend Percentage) of the obligatory call amount paid up on such shares at

the beginning of the financial year in respect of which the distribution is made.

The Preference Share Dividend Percentage is equal to the average main

refinancing rates during the financial year for which the distribution is made.

Average main refinancing rate shall be understood to mean the average value

on each individual day during the financial year for which the distribution is

made of the main refinancing rates prevailing on such day. The main

refinancing rate shall be understood to mean the rate of the Main Refinancing

Operation as determined and published from time to time by the European

Central Bank. If and to the extent that profits are not sufficient to pay the

Preference Share Dividend in full, the deficit shall be paid out of the reserves,

with the exception of any reserve, which was formed as share premium

reserve upon the issue of Financing Preference Shares. If in any financial year

the profit is not sufficient to make the distributions referred to above and if no

distribution or only a partial distribution is made from the reserves referred to

above, such that the deficit is not fully made good, no further distributions will

be made as described below until the deficit has been made good.

Out of profits remaining after payment of any dividends on Preference Shares,

the Supervisory Board shall determine such amounts as shall be kept in reserve

as determined by the Supervisory Board. Out of any remaining profits not

allocated to reserve, a dividend (the Financing Preference Share Dividend)

shall be paid on the Financing Preference Shares equal to a percentage (the

Financing Preference Share Dividend Percentage) over the nominal value of

the Financing Preference Shares, increased by the amount of share premium

that was paid upon the first issue of Financing Preference Shares. The

Financing Preference Shares Dividend Percentage which percentage is related

to a fixed average effective yield on the prime interest rate on corporate loans

in the United States as quoted in the Wall Street Journal as set forth in article

40.4 of our Articles. If and to the extent that the profits are not sufficient to pay

the Financing Preference Share Dividend in full, the deficit may be paid out of

the reserves if the Managing Board so decides with the approval of the

Supervisory Board, with the exception of the reserve which was formed as

share premium upon the issue of Financing Preference Shares.

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Insofar as the profits have not been distributed or allocated to reserves as

specified above, the General Meeting may act to allocate such profits,

provided that no further dividends will be distributed on the Preference Shares

or the Financing Preference Shares.

The Managing Board may, with due observance of Article 2:105 of the Dutch

Civil Code and with the approval of the Supervisory Board, distribute an

interim dividend, if and to the extent that the profits so permit. Interim

dividends may be distributed on one class of shares only.

The General Meeting may resolve, on the proposal of the Supervisory Board,

to distribute dividends or reserves, wholly or partially, in the form of shares.

Distributions as described above are payable as from a date to be determined

by the Supervisory Board. Distributions will be made payable at an address or

addresses in the Netherlands to be determined by the Supervisory Board, as

well as at least one address in each country where the shares are listed or

quoted for trading. The Supervisory Board may determine the method of

payment of cash distributions. Distributions in cash that have not been

collected within five years and two days after they have become due and

payable shall revert to QIAGEN.

Dutch law provides that the declaration of dividends out of the profits that are

at the free disposal of the General Meeting is the exclusive right of the General

Meeting. This is different from the corporate law of most jurisdictions in the

United States, which permits a corporation’s board of directors to declare

dividends.

Shareholder Meetings, Voting Rights and Other Shareholder

Rights

The Annual General Meeting is required to be held within six months after the

end of each financial year for the purpose of, among other things, adopting

the annual accounts and filling of any vacancies on the Managing Board and

Supervisory Board.

Extraordinary General Meetings are held as often as deemed necessary by the

Managing Board or Supervisory Board, or upon a request to the Managing

Board or Supervisory Board by one or more shareholders and other persons

entitled to attend meetings jointly representing (i) at least 40% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the Boards do not timely comply with the request,

in accordance with the Articles of Association, or (ii) at least 10% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the Boards do not timely comply with the request,

but only if and to the extent authorized thereto by a competent Dutch court in

accordance with the laws of the Netherlands.

General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol

Airport), Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice

convening a General Meeting must be given in such manner as shall be

authorized by law including but not limited to an announcement published by

electronic means no later than the forty-second day prior to day of the general

meeting. The notice will contain the agenda for the meeting or the notice is

published along with the agenda.

The agenda shall contain such subjects to be considered at the General

Meeting, as the persons convening or requesting the meeting shall decide.

Under Dutch law, holders of shares representing solely or jointly at least three

hundredth part of the issued share capital may request QIAGEN not later than

on the sixtieth day prior to the day of the General Meeting, to include certain

subjects in the notice convening a meeting. No valid resolutions can be

adopted at a General Meeting in respect of subjects which are not mentioned

in the agenda.

Dutch corporate law sets a mandatory (participation and voting) record date

for Dutch listed companies fixed at the twenty-eighth day prior to the day of

the shareholders’ meeting. Shareholders registered at such record date are

entitled to attend and exercise their rights as shareholders at the General

Meeting, regardless of a sale of shares after the record date.

General Meetings are presided over by the Chairman of the Supervisory

Board or, in his absence, by any person nominated by the Supervisory Board.

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At the General Meeting, each share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles. No votes may be cast in

respect of shares that we or our subsidiaries hold, or by usufructuaries and

pledgees. All shareholders and other persons entitled to vote at General

Meetings are entitled to attend General Meetings, to address the meeting and

to vote. They must notify the Managing Board in writing of their intention to be

present or represented not later than on the third day prior to the day of the

meeting, unless the Managing Board permits notification within a shorter

period of time prior to any such meeting. Subject to certain exceptions,

resolutions may be passed by a simple majority of the votes cast.

Except for resolutions to be adopted by the meeting of holders of Preference

Shares, our Articles do not allow the adoption of shareholders resolutions by

written consent (or otherwise without holding a meeting).

A resolution of the General Meeting to amend our Articles, dissolve QIAGEN,

issue shares or grant rights to subscribe for shares or limit or exclude any pre-

emptive rights to which shareholders shall be entitled is valid only if proposed

to the General Meeting by the Supervisory Board.

A resolution of the General Meeting to amend our Articles is further only valid

if the complete proposal has been made available for inspection by the

shareholders and the other persons entitled to attend General Meetings at our

offices as from the day of notice convening such meeting until the end of the

meeting. A resolution to amend our Articles to change the rights attached to

the shares of a specific class requires the approval of the relevant class

meeting.

Resolutions of the General Meeting in a meeting that has not been convened

by the Managing Board and/or the Supervisory Board, or resolutions included

on the agenda for the meeting at the request of shareholders, will be valid only

if adopted with a majority of two-thirds of votes cast representing more than

half the issued share capital, unless our Articles require a greater majority or

quorum.

A resolution of the General Meeting to approve a legal merger or the sale of

all or substantially all of our assets is valid only if adopted by a vote of at least

two-thirds of the issued share capital, unless proposed by the Supervisory

Board, in which case a simple majority of the votes cast shall be sufficient.

A shareholder shall upon request be provided, free of charge, with written

evidence of the contents of the share register with regard to the shares

registered in its name. Furthermore, any shareholder shall, upon written

request, have the right, during normal business hours, to inspect our share

register and a list of our shareholders and their addresses and shareholdings,

and to make copies or extracts therefrom. Such request must be directed to our

Managing Directors at our registered office in the Netherlands or at our

principal place of business. Financial records and other company documents

(other than those made public) are not available in this manner for shareholder

review, but an extract of the minutes of the General Meeting shall be made

available.

According to Dutch law and our Articles, certain resolutions of the Managing

Board regarding a significant change in the identity or nature of us or our

enterprise are subject to the approval of the General Meeting. The following

resolutions of the Managing Board require the approval of the General

Meeting in any event:

(1)the transfer of our enterprise or practically our entire enterprise to a third

party;

(2)the entry into or termination of a long-term cooperation by us or one of

our subsidiaries (dochtermaatschappijen) with another legal person or

partnership or as a fully liable general partner of a limited partnership or

a general partnership, if such cooperation or termination is of a far-

reaching significance for us; and

(3)the acquisition or divestment by us or one of our subsidiaries

(dochtermaatschappijen) of a participating interest in the capital of a

company with a value of at least one-third of the sum of our assets

according to our consolidated balance sheet and explanatory notes in our

last adopted annual accounts.

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No Derivative Actions; Right to Request Independent Inquiry

Dutch law does not afford shareholders the right to institute actions on behalf

of us or in our interest. Shareholders, acting alone or together, holding at least

one-tenth of our issued capital, or shares representing an aggregate nominal

value of EUR 225,000 may inform the Managing Board and the Supervisory

Board of their objections as to our policy or the course of our affairs and,

within a reasonable time thereafter, may request the Enterprise Chamber of the

Court of Appeal in Amsterdam to order an inquiry into the policy and the

course of our affairs by independent investigators. If such an inquiry is ordered

and the investigators conclude that there has been mismanagement, the

shareholders can request the Enterprise Chamber to order certain measures

such as a suspension or annulment of resolutions.

Dissolution and Liquidation

The General Meeting may resolve to dissolve QIAGEN upon the proposal of

the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried

out by the person designated for that purpose by the General Meeting, under

the supervision of the Supervisory Board. The General Meeting shall upon the

proposal of the Supervisory Board determine the remuneration payable to the

liquidators and to the person responsible for supervising the liquidation.

During the liquidation process, the provisions of our Articles will remain

applicable to the extent possible.

In the event of our dissolution and liquidation, the assets remaining after

payment of all debts and liquidation expenses will be distributed among

registered holders of Common Shares in proportion to the nominal value of

their Common Shares, subject to liquidation preference rights of holders of

Preference Shares and Financing Preference Shares, if any.

Restrictions on Transfer of Preference Shares

The Supervisory Board, upon application in writing, must approve each

transfer of Preference Shares. If approval is refused, the Supervisory Board will

designate prospective purchasers willing and able to purchase the shares,

otherwise the transfer will be deemed approved.

Limitations in our Articles on Rights to Own Securities

Other than with respect to usufructuaries and pledgees who have no voting

rights, our Articles do not impose limitations on rights to own our securities

including the rights of non-resident or foreign shareholders to hold or exercise

voting rights on the securities imposed by foreign law or by the charter or

other constituent document of the Company or state.

Provisions which May Defer or Prevent a Change in Control

The Option Agreement and our Articles could, under certain circumstances,

prevent a third party from obtaining a majority of the voting control of our

shares by issuing Preference Shares. Under the Option Agreement, SPAQ

could acquire Preference Shares subject to the provisions referred to under

"Preference Shares."

If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or

enter into negotiations with the Managing Board and/or Supervisory Board

and agree on a higher bid price for our shares.

Shareholders who obtain control of a company are obliged to make a

mandatory offer to all other shareholders. The threshold for a mandatory offer

is set at the ability to exercise 30% of the voting rights at the general meeting

of shareholders in a Dutch public limited company (naamloze vennootschap)

whose securities are admitted to trading on a regulated market in the EU, such

as QIAGEN.

Ownership Threshold Requiring Disclosure

Our Articles do not provide an ownership threshold above which ownership

must be disclosed. However, there are statutory requirements to disclose share

ownership above certain thresholds under Dutch law — see “Obligation of

Shareholders to Disclose Major Holdings.”

Obligation of Shareholders to Disclose Major Holdings

Holders of our shares or rights to acquire shares (which include options and

convertible bonds - see also below) may be subject to notification obligations

under the Dutch Financial Markets Supervision Act (FMSA).

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Pursuant to the FMSA, any person who, directly or indirectly, acquires or

disposes of an interest (including a potential interest, such as options and

convertible bonds) in our issued share capital or voting rights must notify the

Netherlands Authority for the Financial Markets (AFM) without delay, if as a

result of such acquisition or disposal, the percentage of capital interest or

voting rights held by such person in QIAGEN reaches, exceeds or falls below

any of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%,

50%, 60%, 75% and 95%. The notifications should be made electronically

through the notification system of the AFM.

A notification requirement also applies if a person's capital interest or voting

rights reaches, exceeds or falls below the above-mentioned thresholds as a

result of a change in our total issued share capital or voting rights. Such

notification has to be made no later than the fourth trading day after the AFM

has published our notification as described below.

Under the FMSA, we are required to notify the AFM without delay of the

changes to our total issued share capital or voting rights if our issued share

capital or voting rights changes by 1% or more since our previous notification.

We must furthermore quarterly notify the AFM within eight days after the end

of the relevant quarter, in the event our issued share capital or voting rights

changed by less than 1% in that relevant quarter since our previous

notification.

Furthermore, each person who is or ought to be aware that, as a result of the

exchange of certain financial instruments, such as options for shares, his actual

capital or voting interest in QIAGEN, reaches, exceeds or falls below any of

the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,

60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must

give notice to the AFM no later than the fourth trading day after he became or

ought to be aware of this change.

Controlled entities, within the meaning of the FMSA, do not have notification

obligations under the FMSA, as their direct and indirect interests are attributed

to their (ultimate) parent. Any person may qualify as a parent for purposes of

the FMSA, including an individual. A person who has a 3% or larger interest

in our share capital or voting rights and who ceases to be a controlled entity

for these purposes must notify the AFM without delay. As of the date of that

notification, all notification obligations under the FMSA will become

applicable to that entity.

For the purpose of calculating the percentage of capital interest or voting

rights, the following interests must, inter alia, be taken into account: (i) our

shares or voting rights on our shares directly held (or acquired or disposed of)

by a person, (ii) our shares or voting rights on our shares held (or acquired or

disposed of) by such person's controlled entity, or by a third party for such

person's account or by a third party with whom such person has concluded an

oral or written voting agreement (including a discretionary power of attorney),

and (iii) our shares or voting rights on our shares which such person, or any

subsidiary or third party referred to above, may acquire pursuant to any

option or other right held by such person (or acquired or disposed of,

including, but not limited to, on the basis of convertible bonds). Special rules

apply with respect to the attribution of our shares or voting rights on our shares

which are part of the property of a partnership or other community of property.

A holder of a pledge or right of usufruct (vruchtgebruik) in respect of our

shares can also be subject to the notification obligations of the FMSA, if such

person has, or can acquire, the right to vote on our shares or, in the case of

depository receipts, our underlying shares. The acquisition of (conditional)

voting rights by a pledgee or usufructuary may also trigger the notification

obligations as if the pledgee or beneficial owner were the legal holder of our

shares or voting rights on our shares. A holding in certain cash settled

derivatives (such as cash settled call options and total equity return swaps)

referencing to our shares should also be taken into account for the purpose of

calculating the percentage of capital interest.

Gross short positions in our shares must also be notified to the AFM. For these

gross short positions, the same thresholds apply as for notifying an actual or

potential interest in our issued share capital and/or voting rights as referred to

above, and without any set-off against long positions.

In addition, pursuant to Regulation (EU) No 236/2012, each person holding

a net short position amounting to 0.2% of our issued share capital is required

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to report such position to the AFM. Each subsequent increase of this position

by 0.1% above 0.2% will also need to be reported. Each net short position

equal to 0.5% of our issued share capital and any subsequent increase of that

position by 0.1% will be made public via the AFM short selling register. To

calculate whether a natural person or legal person has a net short position,

their short positions and long positions must be set-off. A short transaction in a

share can only be contracted if a reasonable case can be made that the

shares sold can actually be delivered, which requires confirmation of a third

party that the shares have been located.

The AFM does not issue separate public announcements of the above

notifications. However, it does keep a public register of all notifications made

pursuant to the above disclosure obligations under the FMSA on its website

www.afm.nl. Third parties can request to be notified automatically by e-

mail of changes to the public register in relation to a particular company’s

shares or a particular notifying party.

Non-compliance with the notification obligations under the FMSA may lead to

criminal fines, administrative fines, imprisonment or other sanctions. In

addition, non-compliance with the shareholding disclosure obligations under

the FMSA may lead to civil sanctions, including suspension of the voting rights

relating to our shares held by the offender for a period of not more than three

years and a prohibition applicable to the offender to acquire any of our shares

or voting rights on our shares for a period of up to five years.

Management Notifications

Pursuant to the FMSA, each Managing Director and each Supervisory Director

must notify the AFM: (a) within two weeks after his or her appointment of the

number of our shares or rights to acquire shares he or she holds and the

number of votes he or she is entitled to cast in respect to our issued share

capital, and (b) subsequently, each change in the number or our shares or

rights to acquire shares such member holds and of each change in the number

of votes he or she is entitled to cast in respect of our issued share capital,

immediately after the relevant change. If a Managing Director or Supervisory

Director has notified the AFM of a change in shareholding under the FMSA as

described above under “Obligation of Shareholders to Disclose Major

Holdings,” such notification is sufficient for the purposes as described in this

paragraph.

Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the

Market Abuse Regulation) and the regulations promulgated thereunder, any

Managing Director and Supervisory Director, as well as any other person

discharging managerial responsibilities in respect of QIAGEN who has

regular access to inside information relating directly or indirectly to QIAGEN

and power to take managerial decisions affecting future developments and

business prospects of QIAGEN, must notify the AFM and QIAGEN by means

of a standard form of any transactions conducted for his or her own account

relating to the shares or debt instruments of QIAGEN or to derivatives or other

financial instruments linked thereto.

In addition, pursuant to the Market Abuse Regulation, certain persons who are

closely associated with Managing Directors and Supervisory Directors or any

of the other persons as described above, are required to notify the AFM and

QIAGEN of any transactions conducted for their own account relating to the

shares or debt instruments of QIAGEN or to derivatives or other financial

instruments linked thereto. The Market Abuse Regulation covers, inter alia, the

following categories of persons: (i) the spouse or any partner considered by

national law as equivalent to the spouse; (ii) dependent children; (iii) other

relatives who have shared the same household for at least one year at the

relevant transaction date; and (iv) any legal person, trust or partnership whose,

among other things, managerial responsibilities are discharged by a person

referred to under (i) to (iii) above or by the relevant Managing Directors and

Supervisory Directors or other person discharging the managerial

responsibilities in respect of QIAGEN as described above.

The notifications pursuant to the Market Abuse Regulation described above

must be made to the AFM no later than the third business day following the

relevant transaction date. Under certain circumstances, these notifications may

be postponed until all transactions within a calendar year have reached a total

amount of €5,000 (calculated without netting). Any subsequent transaction

must be notified as set forth above. If a Managing Director or Supervisory

Director has notified a change in the number of our shares or options to

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acquire shares such member holds or a change in the number of votes he or

she is entitled to cast to the AFM under the FMSA as described in the first

paragraph above, such notification - but only to the extent there is an overlap

with the notifications obligations under the Market Abuse Regulation - is

sufficient for the purposes of the Market Abuse Regulation as described in this

paragraph.

Principal Accountant Fees and Services

Audit Committee Pre-Approval Policies and Procedures

Our independent registered public accounting firm is KPMG AG

Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, Auditor Firm ID: 1021.

The Audit Committee has adopted a policy that requires the pre-approval of all

services performed for us by our independent registered public accounting

firm. Additionally, the Audit Committee has delegated to the Committee Chair

full authority to approve any management request for pre-approval, provided

the Chair presents any approval given at its next scheduled meeting. All audit-

related services, tax services and other services rendered by our independent

registered public accounting firm or their affiliates were pre-approved by the

Audit Committee and are compatible with maintaining the auditor’s

independence.

Set forth below are the total fees billed (or expected to be billed), on a

consolidated basis, by the independent registered public accounting firm or

their affiliates for providing audit and other professional services in each of the

last two years:

(in millions)	2023	2022
Audit fees	$2.9	$2.8
Consolidated financial statements	2.4	2.1
Statutory financial statements	0.5	0.7
Audit-related fees	—	—
Tax fees	0.2	0.3
All other fees	—	—
Total	$3.1	$3.1

Audit fees consist of fees and expenses billed for the annual audit and

quarterly review of QIAGEN’s consolidated financial statements. They also

include fees billed for other audit services, which are those services that only

the statutory auditor can provide, and include the review of documents filed

with the Securities Exchange Commission.

Audit-related fees consist of fees and expenses billed for assurance and related

services that are related to the performance of the audit or review of

QIAGEN’s financial statements and include consultations concerning financial

accounting and reporting standards and review of the opening balance sheets

of newly acquired companies.

Tax fees include fees and expenses billed for tax compliance services,

including assistance on the preparation of tax returns and claims for refund;

tax consultations, such as assistance and representation in connection with tax

audits and appeals. All other fees include various fees and expenses billed for

services, such as transaction due diligence, as approved by the Audit

Committee and as permitted by the Sarbanes-Oxley Act of 2002.

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Taxation

The following is a general summary of certain material United States federal

income tax consequences to holders of our Common Shares who are “U.S.

Holders” (as such term is defined below) and certain material Netherlands tax

consequences to holders of our Common Shares who are “non-resident

Shareholders” or “Shareholders” (as each term is defined below). This

summary does not discuss every aspect of such taxation that may be relevant

to such holders. Therefore, all prospective purchasers of our Common Shares

described above are advised to consult their own tax advisors with respect to

the United States federal, state and local tax consequences, as well as the

Netherlands tax consequences, of the ownership of our Common Shares.

The statements of the Netherlands and United States tax laws set out below are

based on the laws in force as of the date of this Annual Report on Form 20-F,

and as a consequence are subject to any changes in United States or the

Netherlands law, or in the taxation conventions concluded by the United States

and the Netherlands, occurring after such date. Tax considerations associated

with currently enacted laws which are not in force as of this date have not

been addressed in this description.

Netherlands Tax Considerations

The following describes the material tax consequences under Netherlands law

of an investment in our Common Shares. Such description is based on current

understanding of Netherlands tax law currently in force as interpreted under

officially published case law and in published policy, and is limited to the tax

implications for an owner of our Common Shares who is not, or is not deemed

to be, a resident of the Netherlands for purposes of the relevant tax laws (a

“non-resident Shareholder” or “Shareholder”).

Dividend Withholding Tax

General

Upon distribution of dividends, we are obligated to withhold 15% dividend tax

at source and to pay the amount withheld to the Netherlands taxing

authorities. The term “dividends” means income from shares or other rights

participating in profits, as well as income from other corporate rights that is

subjected to the same taxation treatment as income from shares by the laws of

the Netherlands. Dividends include dividends in cash or in kind, constructive

dividends, certain repayments of capital qualified as dividends, interest on

loans that are treated as equity instruments for Netherlands corporate income

tax purposes and liquidation proceeds in excess of, for Netherlands tax

purposes, recognized paid-in capital. Stock dividends are also subject to

withholding tax, unless derived from our paid-in share premium that is

recognized as equity for Netherlands tax purposes.

No dividend withholding tax should apply on the proceeds resulting from the

sale or disposition of our Common Shares to persons other than QIAGEN and

our affiliates. A disposition of our Common Shares to QIAGEN or to our

affiliates should in general be subject to withholding tax.

A domestic exemption from Netherlands dividend withholding tax may apply

when dividends are paid to a corporate Shareholder that owns 5% or more of

the nominal paid-up share capital and qualifies as a beneficial owner and is

solely resident in an EU/EEA Member State or in a country with which the

Netherlands has concluded a tax convention that includes a dividend article.

This general exemption does not apply to abusive structures. A structure is

deemed abusive if a corporate Shareholder owns our Common Shares with

the main purpose or one of the main purposes to avoid tax for another person

and the structure is considered artificial (i.e., not put into place for valid

commercial reasons that reflect economic reality). This domestic exemption

may under conditions further not apply in case of hybrid mismatches.

A corporate Shareholder may also be eligible for relief of Netherlands

dividend withholding tax under Netherlands tax law, or under a tax

convention that is in force between the country of residence of the Shareholder

and the Netherlands.

Specific for U.S. Shareholders

The regular 15% dividend withholding tax is withheld by us on dividends we

pay to a resident of the United States. For a corporate U.S. Shareholder that

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cannot benefit from the Dutch domestic exemption (as explained above),

withholding tax on dividends may still be reduced to 5% or 0% if the recipient

is entitled to benefits under the Tax Convention between the Netherlands and

the United States (the Convention), and the relevant specific conditions are

met. Dividends we pay to U.S. pension funds and U.S. tax-exempt

organizations may be eligible for an exemption from dividend withholding tax

under the Convention.

Dividend Stripping

A refund, reduction, exemption, or credit of Netherlands dividend withholding

tax on the basis of Netherlands tax law or on the basis of a tax convention

between the Netherlands and another state, will only be granted if the

dividends are paid to the beneficial owner (“uiteindelijk gerechtigde”) of the

dividends. A recipient of a dividend is amongst others not considered to be the

beneficial owner of a dividend in an event of “dividend stripping.” In general

terms, “dividend stripping” can be described as the situation in which a

foreign or domestic person (usually, but not necessarily, the original

shareholder) has transferred in return for a consideration its shares or its

entitlement to the dividend distributions to a party that has a more favorable

right to a refund or reduction of Netherlands dividend withholding tax than the

foreign or domestic person. In these situations, the foreign or domestic person

(usually the original shareholder) avoids Netherlands dividend withholding tax

while retaining an interest in the shares and the dividend distributions, by

transferring its shares or its entitlement to the dividend distributions in

exchange for a consideration.

Income Tax and Corporate Income Tax

General

A non-resident Shareholder will not be subject to Netherlands income tax or

corporate income tax with respect to dividends we distribute on our Common

Shares or with respect to capital gains derived from the sale or disposition of

our Common Shares, provided that:

a.the non-resident Shareholder does not carry on or have an interest in a

business in the Netherlands through a permanent establishment or a

permanent representative to which or to whom the Common Shares are

attributable or deemed to be attributable;

b.the non-resident Shareholder does not have a direct or indirect substantial or

deemed substantial interest (“aanmerkelijk belang,” as defined in the

Netherlands tax law) in our share capital or, in case of an individual, such

a substantial interest, such interest is a “business asset,” or, in case of a

corporate Shareholder, the arrangement or a series of arrangements are not

put in place with the main purpose or one of the main purposes to avoid

Netherlands income tax for another person or cannot be considered

artificial. An arrangement or series of arrangements are considered artificial

to the extent not put in place for valid commercial reasons that reflect

economic reality; and

c.the non-resident Shareholder is not entitled to a share in the profits of an

enterprise, to which our Common Shares are attributable and that is

effectively managed in the Netherlands, other than by way of securities or

through an employment contract.

In general terms, a substantial interest (“aanmerkelijk belang”) in our share

capital does not exist if the Shareholder (individuals as well as corporations),

alone or together with his partner, does not own, directly or indirectly, 5% or

more of the issued capital of (a class of) our shares, and does not have the

right to acquire 5% or more of the issued capital of (a class of) our shares and

does not have the right to share in our profit or liquidation revenue amounting

to 5% or more of the annual profits or liquidation revenue.

There is no all-encompassing definition of the term “business asset”; whether

this determination can be made in general depends on the facts presented and

in particular on the activities performed by the Shareholder. If the Shareholder

materially conducts a business activity, while the key motive of his investment

in our Shares is not be his earnings out of the investment in our Shares but our

economic activity, an investment in our Shares will generally be deemed to

constitute a business asset, in particular if the Shareholder’s involvement in our

business will exceed regular monitoring of his investment in our Shares.

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A non-resident Shareholder that holds a substantial interest in our share capital

may be eligible for an exemption or a reduction of Netherlands income tax or

corporate income tax under a tax convention.

Specific for U.S. Shareholders

U.S. Shareholders that do not own a substantial interest should not be subject

to Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained

above). For U.S. Shareholders that do own a substantial interest, Dutch

Personal Income Tax or Dutch Corporate Income Tax could be due. However,

U.S. Shareholders that are entitled to benefits of the Convention may be

eligible for tax relief.

Gift and Inheritance Tax

A gift or inheritance of our Common Shares from a non-resident Shareholder

should generally not be subject to a Netherlands gift and inheritance tax,

provided that the Shareholder is not considered a (deemed) resident of the

Netherlands. The Netherlands has concluded a tax convention with the United

States based on which double taxation on inheritances may be avoided if the

inheritance is subject to Netherlands and/or U.S. inheritance tax and the

deceased was a resident of either the Netherlands or the United States.

United States Federal Income Tax Considerations

The following summary describes certain U.S. federal income tax

considerations generally applicable to U.S. Holders (as defined below) of our

Common Shares. This summary deals only with our Common Shares held as

capital assets within the meaning of Section 1221 of the Internal Revenue

Code of 1986, as amended (the Code). This summary also does not address

the tax consequences that may be relevant to holders in special tax situations

including, without limitation, dealers in securities; traders that elect to use a

mark-to-market method of accounting; pass-through entities such as

partnerships, S corporations, disregarded entities for U.S. federal income tax

purposes and limited liability companies (and investors therein); holders that

own our Common Shares as part of a “straddle,” “hedge,” “conversion

transaction,” or other integrated investment; banks or other financial

institutions; individual retirement accounts and other tax-deferred accounts;

insurance companies; tax-exempt organizations; U.S. expatriates; holders

whose functional currency is not the U.S. dollar; holders subject to the

alternative minimum tax; holders that acquired our Common Shares in a

compensatory transaction; holders subject to special tax accounting rules as a

result of any item of gross income with respect to the Common Shares being

taken into account in an applicable financial statement; or holders that have

owned or will (directly, indirectly or constructively) own 10% or more of the

total voting power or value of our Common Shares.

This summary is based upon the Code, applicable U.S. Treasury regulations,

administrative pronouncements and judicial decisions, in each case as in effect

on the date hereof, all of which are subject to change (possibly with

retroactive effect). No ruling will be or has been requested from the Internal

Revenue Service (IRS) regarding the tax consequences described herein, and

there can be no assurance that the IRS will agree with the discussion set out

below. This summary does not address any consequences other than U.S.

federal income tax consequences (such as the estate and gift tax, the Medicare

tax on net investment income, state and local tax, or non-U.S. tax). Except as

specifically set forth below, this summary does not discuss applicable tax

reporting requirements.

As used herein, the term “U.S. Holder” means a beneficial owner of our

Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or

resident of the United States, (ii) a corporation or other entity taxable as a

corporation created in or organized under the laws of the United States or any

state thereof or therein or the District of Columbia, (iii) an estate the income of

which is subject to U.S. federal income taxation regardless of its source, or

(iv) a trust (a) that is subject to the supervision of a court within the United

States and the control of one or more United States persons as described in

Section 7701(a)(30) of the Code, or (b) that has a valid election in effect

under applicable U.S. Treasury regulations to be treated as a United States

person.

If an entity or other arrangement classified as a partnership for U.S. federal

income tax purposes acquires our Common Shares, the tax treatment of a

partner in the partnership generally will depend upon the status of the partner

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and the activities of the partnership. Partners of a partnership considering an

investment in our Common Shares should consult their tax advisors regarding

the U.S. federal income tax consequences of acquiring, owning and disposing

our Common Shares.

Taxation of Dividends

Subject to the discussion below under “Passive Foreign Investment Company

Status,” the sum of any cash plus the fair market value of any property that we

distribute (before reduction for Netherlands withholding tax) to a U.S. Holder

with respect to our Common Shares generally will be included in the U.S.

Holder’s gross income as a dividend, taxable as ordinary income from foreign

sources to the extent of our current or accumulated earnings and profits (as

determined for U.S. federal income tax purposes).

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign

corporation” may be subject to a reduced rate of tax if certain conditions are

met including the following: QIAGEN must not be classified as a "passive

foreign investment company" (PFIC) (discussed below), QIAGEN must be a

“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy

a holding period requirement, and the distribution must not be treated to the

U.S. Holder as “investment income” for purposes of the investment interest

deduction rules. A “qualified foreign corporation” generally includes a foreign

corporation (other than a foreign corporation that is a PFIC with respect to the

relevant U.S. Holder for the taxable year in which the dividends are paid or

for the preceding taxable year) (i) whose Common Shares are readily tradable

on an established securities market in the United States, or (ii) which is eligible

for benefits under a comprehensive U.S. income tax treaty that includes an

exchange of information program and which the U.S. Treasury Department

has determined is satisfactory for these purposes. Our Common Shares are

expected to be readily tradable on the NYSE, an established securities market.

U.S. Holders should consult their own tax advisors regarding the availability of

the reduced tax rate on dividends in light of their particular circumstances.

Dividends on our Common Shares generally will not be eligible for the

dividends received deduction available to corporations in respect of dividends

received from other U.S. corporations.

Distributions in excess of our earnings and profits (as determined for U.S.

federal income tax purposes) will be treated as a non-taxable return of capital

to the extent of the U.S. Holder’s adjusted tax basis in our Common Shares

and thereafter as capital gain. However, we do not intend to calculate our

earnings and profits under U.S. federal income tax principles. Therefore, U.S.

Holders should expect that a distribution will generally be treated as a

dividend even if that distribution would otherwise be treated as a non-taxable

return of capital or as capital gain under the rules described above.

Foreign Tax Credit

Subject to the PFIC rules discussed below, a U.S. Holder that is subject to

Netherlands withholding tax with respect to dividends paid on the Common

Shares generally will be entitled, at the election of such U.S. Holder, to receive

either a deduction or a credit for such Netherlands withholding tax. Generally,

subject to the limitations described in the next paragraph, a credit will reduce

a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,

whereas a deduction will reduce a U.S. Holder’s income subject to U.S.

federal income tax. This election is made on a year-by-year basis and

generally applies to all foreign taxes paid (whether directly or through

withholding) or accrued by a U.S. Holder during a year.

Limitations apply to the foreign tax credit, including the general limitation that

the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.

federal income tax liability (determined before application of the foreign tax

credit) that such U.S. Holder’s “foreign source” taxable income bears to such

U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.

Holder’s various items of income and deduction must be classified, under

complex rules, as either “foreign source” or “U.S. source” and the limitation is

calculated separately for each with respect to specific categories of income.

Generally, dividends paid by a foreign corporation should be treated as

foreign source for this purpose, and gains recognized on the sale of stock of a

foreign corporation by a U.S. Holder should generally be treated as U.S.

source for this purpose, except as otherwise provided in an applicable income

tax treaty or if an election is properly made under the Code. However, the

amount of a distribution with respect to the Common Shares that is treated as a

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“dividend” may be lower for U.S. federal income tax purposes than it is for

Netherlands tax purposes, resulting in a reduced foreign tax credit allowance

to a U.S. Holder.

Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign

tax credit rules.

Disposition of our Common Shares

Subject to the PFIC rules discussed below, upon the sale or other disposition of

our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.

federal income tax purposes equal to the difference between the amount

realized on the disposition of our Common Shares and the U.S. Holder’s

adjusted tax basis in our Common Shares. Such capital gain or loss generally

will be subject to U.S. federal income tax. In general, capital gains recognized

by a non-corporate U.S. Holder, including an individual, are subject to a lower

rate under current law if such U.S. Holder held shares for more than one year.

The deductibility of capital losses is subject to limitations. Any such gain or loss

generally will be treated as U.S. source income or loss for purposes of the

foreign tax credit. A U.S. Holder’s initial tax basis in Common Shares

generally will equal the cost of such shares.

Passive Foreign Investment Company Status

We may be classified as a PFIC for U.S. federal income tax purposes if certain

tests are met. We will be a PFIC with respect to a U.S. Holder if, for any

taxable year in which the U.S. Holder held our Common Shares, either (i) 75%

or more of our gross income for the taxable year is passive income; or (ii) the

average value of our assets (during the taxable year) which produce or are

held for the production of passive income is at least 50% of the average value

of all assets for such year. Passive income means, in general, dividends,

interest, royalties, rents (other than rents and royalties derived in the active

conduct of a trade or business and not derived from a related person),

annuities, and gains from assets which would produce such income other than

sales of inventory. Passive assets for this purpose generally include assets held

for the production of passive income. Accordingly, passive assets generally

include any cash, cash equivalents and cash invested in short-term, interest-

bearing debt instruments or bank deposits that are readily convertible into

cash. For the purpose of the PFIC tests, if a foreign corporation owns at least

25% (by value) of the stock of another corporation, the foreign corporation is

treated as owning its proportionate share of the assets of the other

corporation, and as if it had received directly its proportionate share of the

income of such other corporation (the “look-through rule”). The effect of the

look-through rule with respect to QIAGEN and our ownership of our

subsidiaries is that, for purposes of the income and assets tests described

above, we will be treated as owning our proportionate share of the assets of

our subsidiaries and of earning our proportionate share of each of our

subsidiary’s income, if any, so long as we own, directly or indirectly, at least

25% of the value of the particular subsidiary’s stock. Active business income of

our subsidiaries will be treated as our active business income, rather than as

passive income. Based on our income, assets and activities, we do not believe

that we were a PFIC for our taxable years ended December 31, 2021,

December 31, 2022, and December 31, 2023, and do not expect to be a

PFIC for the current taxable year. No assurances can be made, however, that

the IRS will not challenge this position or that we will not subsequently become

a PFIC. Following the close of any tax year, we intend to promptly send a

notice to all shareholders of record at any time during such year, if we

determine that we are a PFIC.

If we are considered a PFIC for any taxable year that a U.S. Holder holds our

Common Shares, any gain recognized by the U.S. Holder on a sale or other

disposition of our Common Shares would be allocated pro-rata over the U.S.

Holder’s holding period for our Common Shares. The amounts allocated to the

taxable year of the sale or other disposition and to any year before we

became a PFIC would be taxed as ordinary income. The amount allocated to

each other taxable year would be subject to tax at the highest rate in effect for

individuals or corporations, as appropriate, for that taxable year, and an

interest charge would be imposed with respect to any amount allocated to any

prior taxable year that we were a PFIC. Further, if we are a PFIC for any

taxable year, to the extent that any distribution received by a U.S. Holder on

our Common Shares exceeds 125% of the average of the annual distributions

on our Common Shares received during the preceding three years or the U.S.

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Holder’s holding period, whichever is shorter, such excess amount would be

subject to taxation in the same manner as gain on the sale or other disposition

of Common Shares if we were a PFIC, described above. Certain elections may

be available that would result in alternative treatments (such as mark-to-market

treatment) of our Common Shares. If we are treated as a PFIC with respect to a

U.S. Holder for any taxable year, the U.S. Holder will be deemed to own

shares in any of our subsidiaries that also are PFICs. A timely election to treat

us as a qualified electing fund under the Code would result in an alternative

treatment. However, we do not intend to prepare or provide the information

that would enable U.S. Holders to make a qualified electing fund election. If

we are considered a PFIC, a U.S. Holder also will be subject to annual

information reporting requirements.

Prospective purchasers of our Common Shares are urged to consult their tax

advisors regarding the potential application of the PFIC rules to an investment

in the Common Shares.

Foreign Currency Issues

If dividends on our Common Shares are paid in euros, the amount of the

dividend distribution included in the income of a U.S. Holder will be the U.S.

dollar value of the payments made in euros, determined at a spot, euro/U.S.

dollar rate applicable to the date such dividend is includible in the income of

the U.S. Holder, regardless of whether the payment is in fact converted into

U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange

fluctuations during the period from the date the dividend is paid to the date

such payment is converted into U.S. dollars will be treated as ordinary income

or loss.

Backup Withholding and Information Reporting

U.S. backup withholding and information reporting requirements generally

apply to payments made to non-corporate holders of Common Shares that are

paid within the United States or through certain U.S. related financial

intermediaries. Information reporting will apply to payments of dividends on,

and to proceeds from the disposition of, Common Shares by a paying agent

within the United States (or through certain U.S. related financial

intermediaries) to a U.S. Holder, other than U.S. Holders that are exempt from

information reporting and properly certify their exemption. A paying agent

within the United States (or through certain U.S. related financial

intermediaries) will be required to withhold at the applicable statutory rate,

currently 24%, in respect of any payments of dividends on, and the proceeds

from the disposition of, Common Shares to a U.S. Holder (other than U.S.

Holders that are exempt from backup withholding and properly certify their

exemption) if the holder fails to furnish its correct taxpayer identification

number or otherwise fails to comply with applicable backup withholding

requirements. U.S. Holders who are required to establish their exempt status

generally must provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Amounts withheld as backup

withholding may be credited against a U.S. Holder’s U.S. federal income tax

liability. A U.S. Holder generally may obtain a refund of any amounts withheld

under the backup withholding rules that exceed such U.S. Holder’s income tax

liability by filing a refund claim with the IRS in a timely manner and furnishing

required information.

Foreign Financial Asset Reporting

Certain U.S. Holders who hold “specified foreign financial assets” (as defined

in Section 6038D of the Code), including stock of a non-U.S. corporation that

is not held in an account maintained by a U.S. “financial institution” (as

defined in Section 6038D of the Code), whose aggregate value exceeds

$50,000 on the last day of the taxable year or $75,000 at any time during

the tax year, may be required to attach to their tax returns for the year certain

specified information (on IRS Form 8938) (higher thresholds apply to married

individuals filing a joint return and certain individuals residing outside of the

United States). Persons who fail to timely furnish the required information may

be subject to substantial penalties. Additionally, in the event a U.S. Holder

does not file such a report, the statute of limitations on the assessment and

collection of U.S. federal income taxes of such U.S. Holder for the related tax

year may not close before such report is filed. U.S. Holders (including entities)

should consult their own tax advisors regarding their reporting obligations and

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the possible application of such reporting obligations to the holding of

Common Shares.

Government Regulations

We are subject to a variety of laws and regulations in the European Union, the

United States and other countries. The level and scope of the regulation varies

depending on the country or defined economic region, but may include,

among other things, the research, development, testing, clinical trials,

manufacture, storage, recordkeeping, approval, labeling, promotion and

commercial sales and distribution, of many of our products.

European Union Regulations

In the European Union, in vitro diagnostic medical devices (IVDs) had been

regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding

national provisions. The IVD Directive required that medical devices meet the

essential requirements, including those relating to device safety and efficacy,

set out in an annex of the Directive. According to the IVD Directive, EU

Member States have presumed compliance with these essential requirements

for devices that are in conformity with the relevant national standards

transposing the harmonized standards, such as ISO 13485:2016, the quality

system standard for medical device manufacturers.

IVD medical devices, other than devices for performance evaluation, must bear

the CE marking of conformity when they are placed on the European market.

The CE mark is a declaration by the manufacturer that the product meets all

the appropriate provisions of the applicable legislation implementing the

relevant European Directive. As a general rule, the manufacturer must follow

the EU declaration of conformity procedure to obtain or apply a CE mark.

In May 2022, the Directive was replaced by the In Vitro Diagnostic Device

Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and given

a 5-year transition period until its full implementation on May 26, 2022.

Unlike the IVD Directive, the IVDR has binding legal force throughout every

Member State. The major goal of the IVDR was to standardize diagnostic

procedures within the EU, increase reliability of diagnostic analysis and

enhance patient safety. Under the IVDR as enacted by the European

Commission (EC), IVDs are subject to additional legal regulatory requirements.

Among other things, the IVDR introduces a new risk-based classification system

and requirements for conformity assessments. Under the IVDR and subsequent

amendments, IVDs already certified by a Notified Body under the IVD

Directive may remain on the market until May 26, 2025, and IVDs certified

without the involvement of a Notified Body may be placed on, or remain in,

the market for up to three years (until May 26, 2028) depending on the

classification of the IVD. More recently on January 23, 2024 the European

Commission has published a legislative proposal which would extend the time

for legacy IVDs to transition to the IVD regulation. Nonetheless, the

manufacturers of such devices must comply with specific requirements in the

IVDR according to the timelines established, but ultimately, such products, as

with all new IVDs, will have to undergo the IVDR’s conformity assessment

procedures. Under the IVD Directive the majority of QIAGEN products were

classified as self-declared, while under the IVDR most of QIAGEN products will

require pre-approval, and those that are in the highest risk class will have to

be tested by a Designated Reference Laboratory. In addition, the IVDR imposes

additional requirements relating to post-market surveillance and submission of

post-market performance follow-up reports.

The EC has designated twelve (12) Notified Bodies to perform conformity

assessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV

Rheinland and BSI. MedTech Europe has issued guidance relating to the IVDR

in several areas, e.g., clinical benefit, technical documentation, state of art,

accessories, and EUDAMED. On December 5, 2023, the European

Commission adopted Implementing Regulation (EU) 2023/2713 designating

five EU Reference Laboratories covering the following types of high risk, class

D IVDs: hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory

viruses that cause life-threatening diseases. The designated EU Reference

Laboratories are responsible for verifying performance of IVDs in accordance

with common specifications, batch testing of class D IVDs, collaborating with

Notified Bodies to develop best practices for IVD conformity assessments, and

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providing scientific and technical assistance on the implementation of the

IVDR.

The General Data Protection Regulation (GDPR) of the European Union,

imposes restrictions on the transfer, access, use, and disclosure of health and

other personal information. We have implemented the requirements set forth

by the GDPR, which took effect on May 25, 2018. GDPR and other EU data

privacy and security laws impact our business either directly or indirectly. Our

failure to comply with applicable privacy or security laws or significant

changes in these laws could significantly impact our business and future

business plans. For example, we may be subject to regulatory action, fines, or

lawsuits in the event we fail to comply with applicable privacy laws. We may

face significant liability in the event any of the personal information we

maintain is lost or otherwise subject to misuse or other wrongful use, access or

disclosure.

United Kingdom

The U.K.’s withdrawal from the EU has major ramifications for IVD

manufacturers. Among other things, companies now have to follow new

procedures that apply in the U.K., including appointment of a U.K.

Responsible Person rather than relying on European Authorized

Representatives, to manage their compliance efforts in the U.K.

The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued

guidance on how the country will regulate IVDs after January 1, 2021.

According to MHRA, IVDs will require certification in the U.K., which is

defined as England, Scotland and Wales, while companies will still be able to

sell tests in Northern Ireland under existing EU IVD regulations. Under

subsequent amendments to MHRA guidance, MHRA will continue to recognize

CE marks for IVDs certified under the IVD Directive until the earlier of June 30,

2028 or the expiration of the certificate and for IVDs certified under the IVDR

until June 30, 2028. Companies must register with the MHRA before placing

IVDs on the U.K. market. To continue marketing CE marked IVDs in the U.K.

once the designated MHRA recognition period has lapsed, companies selling

in the U.K. will have to obtain a new marking authorization, called a U.K.

Conformity Assessed mark (UKCA), for each IVD product.

United States

In the United States, in vitro diagnostic products are subject to regulation by

the FDA as medical devices to the extent that they are intended for use in the

diagnosis, treatment, mitigation or prevention of disease or other conditions.

Certain types of tests, like some that we manufacture and sell for research use

only in the United States, are not subject to the FDA’s premarket review and

controls because we do not promote these tests for clinical diagnostic use, and

they are labeled “For Research Use Only,” or RUO, as required by the FDA.

Other tests, known as laboratory developed tests (LDTs), which are IVDs that

are designed, manufactured and used within a single, CLIA-certified, clinical

laboratory that meets applicable requirements to perform high-complexity

testing, have generally been subject to enforcement discretion and not actively

regulated by the FDA. As LDTs have increased in complexity, the FDA has

taken steps towards developing a risk-based approach to the regulation of

LDTs; however, most LDTs currently remain under FDA enforcement discretion.

Congress has also signaled interest in clarifying the regulatory landscape for

LDTs. Following several years of inaction by Congress on this issue, the FDA

issued a proposed rule in October 2023 to regulate LDTs under the current

medical device framework and proposing to phase out the current enforcement

discretion policy; the public comment period ended in early December 2023.

The FDA’s proposal envisions that the LDT enforcement policy phase-out

process would occur in gradual stages over a total period of four years, with

premarket approval applications for high-risk tests to be submitted by the 3.5-

year mark, although more details are expected to be provided with the

upcoming final rule. However, the likelihood of the FDA finalizing the

proposed rule in April 2024 (as is currently projected), as well as potential

litigation challenging the agency’s authority to take such action, is uncertain at

this time.

Separately, members of Congress have been working with stakeholders for

several years on a possible bill to regulate in vitro clinical tests including LDTs.

For example, legislation called the Verifying Accurate, Leading-edge IVCT

Development (VALID) Act, as drafted and re-introduced for consideration by

the current Congress, would codify into law the term “in vitro clinical

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test” (IVCT) and establish a new regulatory framework for the review and

oversight of IVCTs separate and apart from the medical device framework

under the Food, Drug and Cosmetic Act (FDCA). The new IVCT product

category would include products currently regulated as IVDs, in addition to

LDTs. The proposed regulatory framework adopts various concepts from the

FDCA, utilizing a risk-based approach that aims to ensure that all marketed

IVCTs have a reasonable assurance of both analytical and clinical validity.

It is unclear whether the VALID Act will be passed by Congress in its current

form or signed into law by the President; if enacted, however, it is expected to

require clinical laboratories to spend significant time, resources, and money

towards ensuring compliance. Until the FDA finalizes LDT regulations through

its recently initiated notice-and-comment rule making process, or the VALID Act

or other legislation is passed reforming the federal government’s current

regulatory approach to LDTs, it is unknown how the FDA may regulate LDT

products in the future or what testing and data may be required to support

clearance or approval for such products.

Medical devices, including IVDs, are classified into one of three classes

depending on the controls deemed by the FDA to be necessary to reasonably

assure their safety and effectiveness. Class I devices are generally exempt from

premarket review and are subject to general controls, including adherence to

the FDA’s Quality System Regulation (QSR), which describes device-specific

current good manufacturing practices, as well as regulations requiring facility

registration and product listing, reporting of adverse medical events, and

appropriate, truthful and non-misleading labeling, advertising and promotional

materials. Class II devices are generally subject to premarket notification (or

510(k) clearance), general controls and special controls, including

performance standards, post-market surveillance, patient registries or FDA

guidance documents describing device-specific special controls. Class III

devices are subject to most of the previously identified requirements as well as

to premarket approval (PMA). The payment of a user fee, which is typically

adjusted annually, to the FDA is usually required upon filing a premarket

submission (e.g., premarket notification, premarket approval application, or

De Novo classification request) for FDA review.

510(k) Premarket Notification. A 510(k) premarket notification requires the

sponsor to demonstrate that a medical device is substantially equivalent to

another marketed device, termed a “predicate device,” that is legally marketed

in the United States and is not subject to premarket approval. A device is

substantially equivalent to a predicate device if its intended use(s),

performance, safety and technological characteristics are similar to those of

the predicate; or has a similar intended use but different technological

characteristics, where the information submitted to the FDA does not raise new

questions of safety and effectiveness and demonstrates that the device is at

least as safe and effective as the legally marketed device.

If the FDA determines that the device (1) is not substantially equivalent to a

predicate device, (2) has a new intended use compared to the identified

predicate, (3) has different technological characteristics that raise different

questions of safety and effectiveness, or (4) has new indications for use or

technological characteristics and required performance data were not

provided, it will issue a “Not Substantially Equivalent” (NSE) determination. If

the FDA determines that the applicant’s device is substantially equivalent to the

identified predicate device(s), the agency will issue a 510(k) clearance letter

that authorizes commercial marketing of the device for one or more specific

indications for use.

De Novo Classification

If a previously unclassified new medical device does not qualify for the 510(k)

premarket notification process because no predicate device to which it is

substantially equivalent can be identified, the device is automatically classified

into Class III. However, if such a device would be considered low or moderate

risk (in other words, it does not rise to the level of requiring the approval of a

PMA), it may be eligible for the De Novo classification process. The De Novo

classification process allows a device developer to request that the novel

medical device be reclassified as either a Class I or Class II device, rather than

having it regulated as a high risk Class III device subject to the PMA

requirements. If the manufacturer seeks reclassification into Class II, the

classification request must include a draft proposal for special controls that are

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necessary to provide a reasonable assurance of the safety and effectiveness of

the medical device.

Premarket Approval

The PMA process is more complex, costly and time consuming than either the

510(k) process or De Novo classification. A PMA must be supported by more

detailed and comprehensive scientific evidence, including clinical data, to

demonstrate the safety and efficacy of the medical device for its intended

purpose. A clinical trial involving a “significant risk” device may not begin

until the sponsor submits an investigational device exemption (IDE) application

to the FDA and obtains approval to begin the trial.

After the PMA is submitted, the FDA has 45 days to make a threshold

determination that the PMA is sufficiently complete to permit a substantive

review. If the PMA is complete, the FDA will file the PMA and begin the

substantive review process. The FDA is subject to a performance goal review

time for a PMA that is 180 days from the date of filing, although in practice

this review time is longer. Questions from the FDA, requests for additional data

and referrals to advisory committees may delay the process considerably. The

total process may take several years and there is no guarantee that the PMA

will ever be approved. Even if approved, the FDA may limit the indications for

which the device may be marketed. The FDA may also request additional

clinical data as a condition of approval or after the PMA is approved. Any

changes to the medical device may require a supplemental PMA to be

submitted and approved before the modified device may be marketed.

Any products manufactured and sold by us pursuant to FDA clearances or

approvals will be subject to pervasive and continuing regulation by the FDA,

including quality system requirements, record-keeping requirements, reporting

of adverse experiences with the use of the device and restrictions on the

advertising and promotion of our products. Device manufacturers are required

to register their establishments and list their devices with the FDA and are

subject to periodic inspections by the FDA and certain state agencies.

Noncompliance with applicable FDA requirements can result in, among other

things, warning letters, fines, injunctions, civil penalties, recalls or seizures of

products, total or partial suspension of production, refusal of the FDA to grant

for new devices, withdrawal of existing marketing authorizations and criminal

prosecution.

As a result of the COVID-19 pandemic, the Secretary of the U.S. Department

of Health and Human Services declared a public health emergency and

authorized the FDA to issue emergency use authorizations (EUAs) to provide

more timely access to critical medical countermeasures (including medicines

and diagnostic tests) when there are no adequate, approved, and available

alternative options. EUAs remain in effect until the device emergency use

declarations related to COVID-19 under Section 564 of the FDCA are

terminated, unless the FDA decides to revise or revoke an EUA at an earlier

point as the agency considers public health needs during the emergency and

new data on an authorized product’s safety and effectiveness, or as products

meet the criteria for FDA approval or clearance. Manufacturers of several

types of SARS-CoV-2 assays have been granted EUAs, including QIAGEN. The

FDA has indicated the withdrawal of EUAs for COVID-19 countermeasures will

be done in a gradual, phased process and issued final guidance on a

transitional plan.

Regulation of Companion Diagnostic Devices

If a sponsor or the FDA believes that a diagnostic test is essential for the safe

and effective use of a corresponding therapeutic product, the sponsor of the

therapeutic product will typically work with a collaborator to develop an in

vitro companion diagnostic device. The FDA defines an IVD companion

diagnostic device as a device that provides information that is essential for the

safe and effective use of a corresponding therapeutic product.

The FDA has also introduced the concept of complementary diagnostics that

are distinct from companion diagnostics because they provide additional

information about how a drug is used or identify patients who are likely to

derive the greatest benefit from therapy without being required for the safe

and effective use of that drug. The FDA has not yet provided much guidance

on the regulation and use of complementary diagnostics, but several have

been approved.

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The FDA indicated that it will apply a risk-based approach to determine the

regulatory pathway for IVD companion diagnostic devices, as it does with all

medical devices. This means that the regulatory pathway will depend on the

level of risk to patients, based on the intended use of the IVD companion

diagnostic device and the controls necessary to provide a reasonable

assurance of safety and effectiveness. We expect that any IVD companion

diagnostic device that we develop will utilize the PMA pathway and that a

clinical trial performed under an IDE will have to be completed before the PMA

may be submitted.

The FDA expects that the therapeutic sponsor will address the need for an IVD

companion diagnostic device in its therapeutic product development plan and

that, in most cases, the therapeutic product and its corresponding IVD

companion diagnostic device will be developed contemporaneously. If the

companion diagnostic test will be used to make critical treatment decisions

such as patient selection, treatment assignment, or treatment arm, it will likely

be considered a significant risk device for which a clinical trial will be

required.

The sponsor of the IVD companion diagnostic device will be required to

comply with the FDA’s IDE requirements that apply to clinical trials of

significant risk devices. If the diagnostic test and the therapeutic drug are

studied together to support their respective approvals, the clinical trial must

meet both the IDE and IND requirements.

Regulation of Research Use Only Products

Some of our products are sold for research purposes in the United States, and

labeled “For Research Use Only” (RUO) or “for molecular biology

applications.” RUO refers to devices that are in the laboratory phase of

development, while investigational use only, or IUO, refers to devices that are

in the product testing phase of development. These types of devices are

exempt from most regulatory controls pursuant to long-standing FDA guidance

on RUO/IUO diagnostics. Because we do not promote our RUOs for clinical

diagnostic use, or provide technical assistance to clinical laboratories with

respect to these tests, we believe that these tests are exempt from FDA’s

premarket review and other requirements. If the FDA were to disagree with our

designation of any of these products, we could be forced to stop selling the

product until we obtain appropriate regulatory clearance or approval. Further,

it is possible that some of our RUOs may be used by some customers without

our knowledge in their LDTs, which they may then develop, validate and

promote for clinical use. However, QIAGEN does not promote these products

for use in LDTs or assist in the development of such LDTs for clinical diagnostic

use.

HIPAA and Other Privacy and Security Laws

The Health Insurance Portability and Accountability Act of 1996 (HIPAA),

established comprehensive federal standards for the privacy and security of

health information. The HIPAA standards apply to health plans, healthcare

clearing houses, and healthcare providers that conduct certain healthcare

transactions electronically (Covered Entities,), as well as individuals or entities

that perform services for them involving the use, or disclosure of, individually

identifiable health information or “protected health information” under HIPAA.

Such service providers are called “Business Associates." Title II of HIPAA, the

Administrative Simplification Act, contains provisions that address the privacy

of health data, the security of health data, the standardization of identifying

numbers used in the healthcare system and the standardization of certain

healthcare transactions. The privacy regulations protect medical records and

other protected health information by limiting their use and release, giving

patients the right to access their medical records and limiting most disclosures

of health information to the minimum amount necessary to accomplish an

intended purpose. The HIPAA security standards require the adoption of

administrative, physical, and technical safeguards and the adoption of written

security policies and procedures to maintain the security of protected health

information.

Congress subsequently enacted Subtitle D of the Health Information

Technology for Economic and Clinical Health Act (HITECH) provisions of the

American Recovery and Reinvestment Act of 2009. HITECH expanded and

strengthened HIPAA, created new targets for enforcement, imposed new

penalties for noncompliance and established new breach notification

requirements for Covered Entities and Business Associates.

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Under 'HITECH’s breach notification requirements, Covered Entities must report

breaches of protected health information that has not been encrypted or

otherwise secured. Required breach notices must be made as soon as is

reasonably practicable, but no later than 60 days following discovery of the

breach. Reports must be made to affected individuals and to the Secretary

and, in some cases depending on the size of the breach, they must be

reported through local and national media. Breach reports can lead to

investigation, enforcement and civil litigation, including class action lawsuits.

Our Redwood City entity serves in some cases as a Business Associate to

customers who are subject to the HIPAA regulations. In this capacity, we

maintain an active compliance program that is designed to identify security

incidents and other issues in a timely fashion and enable us to remediate,

mitigate harm or report if required by law. We are subject to prosecution

and/or administrative enforcement and increased civil and criminal penalties

for non-compliance, including a four-tiered system of monetary penalties

adopted under HITECH. We are also subject to enforcement by state attorneys

general who were given authority to enforce HIPAA under HITECH. To avoid

penalties under the HITECH breach notification provisions, we must ensure that

breaches of protected health information are promptly detected and reported

within the company, so that we can make all required notifications on a timely

basis. However, even if we make required reports on a timely basis, we may

still be subject to penalties for the underlying breach.

California has also adopted the California Consumer Privacy Act of 2018, or

CCPA, which took effect on January 1, 2020 and became enforceable by the

state attorney general on July 1, 2020. The CCPA establishes a new privacy

framework for covered businesses by creating an expanded definition of

personal information, establishing new data privacy rights for consumers in the

State of California, imposing special rules on the collection of consumer data

from minors, and creating a new and potentially severe statutory damages

framework for violations of the CCPA and for businesses that fail to implement

reasonable security procedures and practices to prevent data breaches.

The regulations issued under the CCPA have been modified several times.

Additionally, a new privacy law, the California Privacy Rights Act, or CPRA,

was approved by California voters in the election on November 3, 2020. The

CPRA imposes additional data protection obligations on companies doing

business in California, including additional consumer rights processes,

limitations on data uses, new audit requirements for higher risk data, and opt

outs for certain uses of sensitive data. It also created a new California data

protection agency authorized to issue substantive regulations and could result

in increased privacy and information security enforcement. The majority of the

provisions became effective on January 1, 2023, and additional compliance

investment and potential business process changes may be required. Similar

laws have been adopted in other states (for example, Nevada, Virginia,

Connecticut, Utah and Colorado) or proposed in other states and at the

federal level, and if passed, such laws may have potentially conflicting

requirements that would make compliance challenging.

Many states have also implemented genetic testing and privacy laws imposing

specific patient consent requirements and protecting test results by strictly

limiting the disclosure of those results. State requirements are particularly

stringent regarding predictive genetic tests, due to the risk of genetic

discrimination against healthy patients identified through testing as being at a

high risk for disease. We believe that we have taken the steps required of us

to comply with health information privacy and security statutes and regulations,

including genetic testing and genetic information privacy laws in all

jurisdictions, both state and federal. However, these laws constantly change,

and we may not be able to maintain compliance in all jurisdictions where we

do business. Failure to maintain compliance, or changes in state or federal

laws regarding privacy or security could result in civil and/or criminal

penalties, significant reputational damage and could have a material adverse

effect on our business.

U.S. Fraud and Abuse Laws and Other Healthcare Regulations

A variety of state and federal laws prohibit fraud and abuse involving state

and federal healthcare programs, as well as commercial insurers. These laws

are interpreted broadly and enforced aggressively by various federal and state

agencies, including the Centers for Medicare & Medicaid Services (CMS), the

Department of Justice (DOJ), and the Office of Inspector General for the U.S.

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Department of Health and Human Services (OIG). The Company seeks to

conduct its business in compliance with all applicable federal and state laws.

State and federal fraud and abuse laws may be interpreted and applied

differently, and arrangements and business practices could be subject to

scrutiny under them by federal or state enforcement agencies. Sanctions for

violations of these laws could result in a wide range of penalties, including but

not limited to significant criminal sanctions, civil fines and penalties.

The Anti-Kickback Statute

The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in

pertinent part, persons from knowingly and willfully soliciting, receiving,

offering or paying remuneration, directly or indirectly, in cash or in kind, in

exchange for or to induce a person:

•To refer an individual to a person for the furnishing or arranging for the

furnishing of any item or service for which payment may be made by

federal healthcare programs; or

•To purchase, lease, order, or arrange for or recommend purchasing,

leasing, or ordering, any good, facility, service, or item for which payment

may be made by a federal healthcare program.

A person or entity does not need to have actual knowledge of the AKS or

specific intent to violate it to have committed a violation. Recognizing that the

AKS is broad and potentially applies to innocuous or beneficial arrangements,

the OIG issued regulations, commonly known as “safe harbors,” which set

forth certain requirements that, if fully met, insulate a given arrangement or

conduct from prosecution under the AKS. The AKS also has statutory

exceptions that provide protection similar to that of safe harbors. If, however,

an arrangement does not meet every requirement of an exception or safe

harbor, the arrangement does not necessarily violate the AKS. A facts-and-

circumstances analysis is necessary to determine AKS compliance or lack

thereof. Potential statutory penalties for violating the AKS include imprisonment

and criminal fines. In addition, through application of other laws, conduct that

violates the AKS can give rise to civil monetary penalties and possible

exclusion from participation in Medicare, Medicaid, and other federal

healthcare programs. Claims including items or services resulting from a

violation of the AKS also constitute a false or fraudulent claim for purposes of

the False Claims Act.

In addition to the federal AKS, many states have their own anti-kickback laws.

Often, these laws closely follow the language of the federal law, although they

do not always have the same scope, exceptions, safe harbors or sanctions. In

some states, these anti-kickback laws apply to both state healthcare programs

and commercial insurers. The penalties for violating state anti-kickback

provisions can be severe, including criminal and civil penalties (including

penalties under the state false claims law), imprisonment, and exclusion from

state healthcare programs.

The False Claims Act

The federal False Claims Act (FCA) imposes civil liability on any person or

entity that, among other things, knowingly presents, or causes to be presented,

to the federal government, claims for payment that are false or fraudulent;

knowingly makes, uses or causes to be made or used, a false statement or

record material to a false or fraudulent claim or obligation to pay or transmit

money or property to the federal government; or knowingly conceals or

knowingly and improperly avoids or decreases an obligation to pay money to

the federal government. The FCA also prohibits the knowing retention of

overpayments (sometimes referred to as “reverse false claims”).

In addition, the FCA permits a private individual acting as a

“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf

of the federal government under the statute’s qui tam provisions, and to share

in any monetary recovery. The federal government may elect or decline to

intervene in such matters, but if the government declines intervention, the

whistleblower may still proceed with the litigation on the government’s behalf.

Penalties for violating the FCA include payment of up to three times the actual

damages sustained by the government, plus substantial per-claim statutory

penalties, as well as possible exclusion from participation in federal healthcare

programs.

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Various states have enacted similar laws modeled after the FCA that apply to

items and services reimbursed under Medicaid and other state healthcare

programs, and, in several states, such laws apply to claims submitted to any

payor, including commercial insurers.

There is also a federal criminal false claims statute that prohibits, in pertinent

part, the making or presentation of a false claim, knowing such claim to be

false, to any person or officer in the civil, military, or naval service or any

department or agency thereof. Potential penalties for violating this statute

include fines or imprisonment.

Health Care Fraud and False Statements

The federal healthcare fraud statute criminalizes, in pertinent part, knowingly

and willfully defrauding a healthcare benefit program, which is defined to

include commercial insurers. A violation of this statute may result in fines,

imprisonment, or exclusion from participation in federal healthcare programs.

The federal criminal statute prohibiting false statements relating to health care

matters prohibits, in pertinent part, knowingly and willfully (i) falsifying,

concealing, or covering up a material fact, or (ii) making a materially false,

fictitious, or fraudulent statement or representation, or making or using any

materially false writing or document knowing that writing or document to

contain any materially false, fictitious, or fraudulent statements, in connection

with the delivery of or payment for healthcare benefits, items, or services. A

violation of this statute may result in fines or imprisonment.

Civil Monetary Penalties Law

The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other

things, (1) the offering or transfer of remuneration to a beneficiary of Medicare

or a state healthcare program if the person knows or should know it is likely to

influence the beneficiary’s selection of a particular provider, practitioner, or

supplier of services reimbursable by Medicare or a state healthcare program,

unless an exception applies; (2) employing or contracting with an individual or

entity that the provider knows or should know is excluded from participation in

a federal healthcare program; (3) billing for services requested by an

unlicensed physician or an excluded provider; and (4) billing for medically

unnecessary services. The potential penalties for violating the CMP Law include

exclusion from participation in federal healthcare programs, substantial fines,

and payment of up to three times the amount billed, depending on the nature

of the offense.

Physician Payments Sunshine Act

The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting

requirements on manufacturers of certain devices, drugs, biologics, and

medical supplies for which payment is available under Medicare, Medicaid,

or the Children’s Health Insurance Program (CHIP), with certain exceptions.

Manufacturers to which the Sunshine Act applies must collect and report

annually certain data on certain payments and transfers of value by them (and

in some cases their distributors) to physicians, teaching hospitals, and certain

advanced non-physician healthcare practitioners, as well as ownership and

investment interests held by physicians and their immediate family members.

For reporting beginning January 1, 2022, U.S.-licensed physician assistants,

clinical nurse specialists, certified nurse-midwives, certified nurse anesthetists,

and nurse practitioners must be included in the provider types subject to

Sunshine Act reporting. The reporting program (known as the Open Payments

program) is administered by CMS.

There are also an increasing number of state “sunshine” laws that require

manufacturers to provide reports to state governments on pricing and

marketing information. Several states have enacted legislation requiring

manufacturers, including medical device companies to, among other things,

establish marketing compliance programs, file periodic reports with the state,

make periodic public disclosures on sales and marketing activities, and to

prohibit or limit certain other sales and marketing practices.

Failure to comply with the Sunshine Act or state equivalents could result in civil

monetary penalties, among other sanctions, depending upon the nature of the

violation.

Foreign Corrupt Practices Act

Despite extensive procedures to ensure compliance, we may also be exposed

to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which

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generally prohibits companies and their intermediaries from making corrupt

payments to foreign officials for the purpose of obtaining or maintaining

business or otherwise obtaining favorable treatment, and requires companies

to maintain adequate record-keeping and internal accounting practices to

accurately reflect the transactions of the company. We are also subject to a

number of other laws and regulations relating to money laundering,

international money transfers and electronic fund transfers. These laws apply to

companies, individual directors, officers, employees and agents.

Environment, Health and Safety

We are subject to laws and regulations related to the protection of the

environment, the health and safety of employees and the handling,

transportation and disposal of medical specimens, infectious and hazardous

waste and radioactive materials. For example, the U.S. Occupational Safety

and Health Administration (OSHA) has established extensive requirements

relating specifically to workplace safety for healthcare employers in the U.S.

This includes requirements to develop and implement multi-faceted programs to

protect workers from exposure to blood-borne pathogens, such as HIV and

hepatitis B and C, including preventing or minimizing any exposure through

needle stick injuries. For purposes of transportation, some biological materials

and laboratory supplies are classified as hazardous materials and are subject

to regulation by one or more of the following agencies: the U.S. Department of

Transportation, the U.S. Public Health Service, the United States Postal Service

and the International Air Transport Association. The U.S. Environmental

Protection Agency (EPA) has also promulgated regulations setting forth

importation, labelling, and registration requirements, among others, which

may apply to certain products and/or establishments of the company.

Rest of the World Regulation

In addition to regulations in the United States and the EU, we are subject to a

variety of regulations governing clinical studies and commercial sales and

distribution of molecular testing instruments, consumables and digital solutions

in other jurisdictions around the world. These laws and regulations typically

require the licensing of manufacturing facilities, as well as controlled research,

testing and governmental authorization of product candidates. Additionally,

they may require adherence to good manufacturing, clinical and laboratory

practices.

We must obtain approval from regulatory authorities in all countries where we

distribute our products. The requirements governing the conduct of product

authorization, pricing and reimbursement vary greatly from country to country.

If we fail to comply with applicable regulatory requirements, we may be

subject to, among other things, fines, suspension or withdrawal of regulatory

approvals, product recalls, seizure of products, operating restrictions, or

criminal prosecution.

Reimbursement

United States

In the United States, payments for diagnostic tests come from several sources,

including commercial insurers, (which might include health maintenance

organizations and preferred provider organizations); government healthcare

programs (such as Medicare or Medicaid); and, in many cases, the patients

themselves. For many years, federal and state governments in the United States

have pursued methods to reduce the cost of healthcare delivery. For example,

in 2010, the United States enacted major healthcare reform legislation known

as the Patient Protection and Affordable Care Act (ACA). Such changes have

had, and are expected to continue to have, an impact on our business.

In addition, in August 2011, the Budget Control Act of 2011, among other

things, created measures for spending reductions by Congress. A Joint Select

Committee on Deficit Reduction, tasked with recommending a targeted deficit

reduction of at least $1.2 trillion for the years 2013 through 2021, was

unable to reach required goals, thereby triggering the legislation’s automatic

reduction to several government programs. This includes aggregate reductions

of Medicare payments to providers up to 2% per fiscal year, and, due to

subsequent legislative amendments, will remain in effect through 2032 unless

additional Congressional action is taken.

We frequently identify value propositions on our products and communicate

them to payors, providers, and patient stakeholders and attempt to positively

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impact coverage, coding and payment pathways. However, we have no direct

control over payor decisions with respect to coverage and payment levels for

our products. The manner and level of reimbursement may depend on the site

of care, the procedure(s) performed, the final patient diagnosis, the device(s)

and/or drug(s) utilized, the available budget, or a combination of these

factors, and coverage and payment levels are determined at each payor’s

discretion. Changes in reimbursement levels or methods may positively or

negatively affect sales of our products in any given country for any given

product. At QIAGEN, we work with several specialized reimbursement

consulting companies and maintain regular contact with payors.

As government programs seek to expand healthcare coverage for their

citizens, they have at the same time sought to control costs by limiting the

amount of reimbursement they will pay for particular procedures, products or

services. Many third-party payors have developed payment and delivery

mechanisms to support cost control efforts and to focus on paying for quality.

Such mechanisms include payment reductions, pay-for-performance metrics,

quality-based performance payments, restrictive coverage policies, studies to

compare effectiveness and patient outcomes, and technology assessments.

These changes have increased emphasis on the delivery of more cost-effective

and quality-driven healthcare.

Code Assignment

In the United States, a third-party payor's decisions regarding coverage and

payment are impacted, in large part, by the specific Current Procedural

Terminology (CPT) code used to identify a test. The American Medical

Association (AMA) publishes the CPT, which identifies codes, along with

descriptions, for reporting medical services and procedures. The purpose of

the CPT is to provide a uniform language that accurately describes medical,

surgical, and diagnostic services and therefore to ensure reliable nationwide

communication among healthcare providers, patients, and third-party payors.

CMS uses its own Healthcare Common Procedure Coding System (HCPCS)

codes for medical billing and reimbursement purposes. Level I HCPCS codes

are comprised of current CPT codes, while Level II HCPCS codes primarily

represent non-physician services and Level III HCPCS codes are local codes

developed by Medicaid agencies, Medicare contractors and commercial

insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the

CPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-

numeric CPT codes with a corresponding descriptor for labs or manufacturers

that want to more specifically identify their test.

A manufacturer of in vitro diagnostic kits or a provider of laboratory services

may request establishment of a Category I CPT code for a new product or a

PLA Code or both. In addition, Z-Code identifiers are unique five-character

alphanumeric tracking codes associated with a specific molecular diagnostic

test. When a claim is submitted, it includes the associated CPT code and the Z-

Code identifier is entered as a device code. Assignment of a specific CPT code

ensures routine processing and payment for a diagnostic test by both

commercial insurers and government payors.

The AMA has specific procedures for establishing a new CPT code and, if

appropriate, for modifying existing nomenclature to incorporate a new test into

an existing code. If the AMA concludes that a new code or modification of

nomenclature is unnecessary, the AMA will inform the requestor how to use

one or more existing codes to report the test.

While the AMA's decision is pending, billing and collection may be sought

under an existing, non-specific CPT code. A manufacturer or provider may

decide not to request assignment of a CPT code and instead use an existing,

non-specific code for reimbursement purposes. However, use of such codes

may result in more frequent denials and/or requests for supporting clinical

documentation from the third-party payor and in lower reimbursement rates,

which may vary based on geographical location.

CMS reimbursement rates for clinical diagnostic tests are defined by CPT and

HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the

AMA added 127 new CPT codes for molecular pathology services that

became effective on January 1, 2013. These new CPT codes are biomarker

specific and were designed to replace the previous methodology of billing for

molecular pathology testing, which involved “stacking” a series of non-

biomarker specific CPT codes together to describe the testing performed. CMS

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issued final national reimbursement prices for the new CPT codes in November

2013. These federal reimbursement amounts are widely acknowledged to be

lower than the reimbursement obtained by the now outdated “stacking”

method, but commercial insurers and Medicare contractors are still in the

process of solidifying their coverage and reimbursement policies for the testing

described by these new CPT codes.

As of January 1, 2018, in accordance with the Protecting Access to Medicare

Act of 2014 (PAMA), applicable laboratories are required to report to CMS

commercial insurer payment rates and volumes for their tests. CMS uses the

data reported and the HCPCS code associated with the test to calculate a

weighted median payment rate for each test, which is used to establish revised

Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory

tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a

new or substantially revised CPT code, the initial payment rate is assigned

using the gap-fill methodology.

If the test at issue falls into the category of new advanced diagnostic

laboratory test (ADLT) instead of CDLT, the test will be paid based on an actual

list charge for an initial period of three quarters, before being shifted to the

weighted median commercial insurer rate reported by the laboratory

performing the ADLT. Laboratories offering ADLTs are subject to recoupment if

the actual list charge exceeds the weighted median private payor rate by a

certain amount.

Since December 2019, Congress has passed a series of laws to modify

PAMA’s statutory requirements related to the data reporting period and phase-

in of payment reductions under the CLFS for CDLTs that are not ADLTs. Most

recently, the Further Continuing Appropriations and Other Extensions Act of

2024 (Pub. L. 118-22, enacted on November 16, 2023) further delayed the

reporting requirement as well as the application of the 15 percent phase-in

reduction. Under these statutory provisions, the next data reporting period for

CDLTs that are not ADLTs will be January 1, 2025 through March 31, 2025,

and will be based on the most recent data collection period of January 1,

2019 through June 30, 2019. After this data reporting period, the three-year

data reporting cycle for these tests will resume (e.g., 2028, 2031, etc.).

This same series of laws passed since December 2019 also modified the

phase-in of payment reductions resulting from private payor rate

implementation so that a 0.0 percent reduction limit was applied for calendar

years 2021 through 2023, as compared to the payment amounts for a test the

preceding year. The Further Continuing Appropriations and Other Extensions

Act of 2024 further applied a 0.0 reduction limit for calendar year 2024. As

a result, payment may not be reduced by more than 15 percent per year for

calendar years 2025, 2026, and 2027, as compared to the payment amount

established for a test the prior year.

CMS’s methodology under PAMA (as well as the willingness of commercial

insurers to recognize the value of diagnostic testing and pay for that testing

accordingly) renders commercial insurer payment levels even more significant.

This calculation methodology has resulted in significant reductions in

reimbursement, even though CMS imposed caps on those reductions. Given

the many uncertainties built into PAMA’s price-setting process, it is difficult to

predict how payments made by CMS under the CLFS may change from year to

year.

Coverage Decisions

When deciding whether to cover a particular diagnostic test, third-party

payors generally consider whether the test is a medically necessary and, if so,

whether the test will directly impact clinical decision making. For coverage, the

testing method should be considered scientifically valid to identify the specific

gene biomarker or gene mutation, and must have been demonstrated to

improve clinical outcomes for the patient’s condition. Coverage of a drug

therapy and its companion diagnostic for cancer treatment indications may be

validated by a NCCN category 1, 2A or 2B recommendation. However, most

third-party payors do not cover experimental services. Coverage

determinations are often influenced by current standards of practice and

clinical data, particularly at the local level. CMS has the authority to make

coverage determinations on a national basis, but most Medicare coverage

decisions are made at the local level by contractors that administer the

Medicare program in specified geographic areas. Commercial insurers and

government payors have separate processes for making coverage

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 210
Appendices

determinations, and commercial insurer may or may not follow Medicare's

coverage decisions. If a third-party payor has a coverage determination in

place for a particular diagnostic test, billing for that test must comply with the

established policy. Otherwise, the third-party payor makes reimbursement

decisions on a case-by-case basis.

Payment

Payment for covered diagnostic tests is determined based on various

methodologies, including prospective payment systems and fee schedules. In

addition, commercial insurers may negotiate contractual rates with

participating providers, establish fee schedule rates, or set rates as a

percentage of the billed charge. Diagnostic tests furnished to Medicare

inpatients generally are included in the bundled payment made to the hospital

under Medicare's Inpatient Prospective Payment System, utilizing Diagnosis

Related Groups (DRGs) depending on the patient’s condition. Payment rates

for diagnostic tests furnished to Medicare beneficiaries in outpatient settings

are the lesser of the amount billed, the local fee for a geographic area, or a

national limit. Each year, the fee schedule is updated for inflation and could

be modified by Congress in accordance with the CLFS rules and provisions.

Medicaid programs generally pay for diagnostic tests based on a fee

schedule, but reimbursement varies by geographic region.

European Union

In the European Union, the reimbursement mechanisms used by private and

public health insurers vary by country. For the public systems, reimbursement is

determined by guidelines established by the legislator or responsible national

authority. As elsewhere, inclusion in reimbursement catalogues focuses on the

medical usefulness, need, quality and economic benefits to patients and the

healthcare system. Acceptance for reimbursement comes with cost, use, and

often volume restrictions, which again can vary by country.

Exchange Controls

There are currently no limitations either under the laws of the Netherlands or in

our Articles, to the rights of shareholders from outside the Netherlands to hold

or vote Common Shares. Under current foreign exchange regulations in the

Netherlands, there are no material limitations on the amount of cash payments

that we may remit to residents of foreign countries.

Documents on Display

Documents referred to in this Annual Report may be inspected at our principal

executive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands.

We file reports, including annual reports on Form 20-F, furnish periodic reports

on Form 6-K and other information with the SEC pursuant to the rules and

regulations of the SEC that apply to foreign private issuers. The SEC website at

www.sec.gov contains reports, proxy and information statements, and other

information regarding issuers that file electronically with the SEC, from which

the public may obtain any materials the company files with the SEC. The

address of the SEC’s website is provided solely for information purposes and is

not intended to be an active link.

Controls and Procedures

Disclosure Controls and Procedures

Our Managing Directors, with the assistance of other members of

management, performed an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures, as that term is defined in

Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as

amended, within 90 days of the date of this Annual Report. Based on that

evaluation, they concluded that as of December 31, 2023, our disclosure

controls and procedures were effective to ensure that information required to

be disclosed by us in the reports that we file or submit under the Exchange Act

is recorded, processed, summarized and reported, within the time periods

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 211
Appendices

specified in the SEC’s rules and forms, and is accumulated and communicated

to our management, including our Managing Directors, as appropriate to

allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure

controls and procedures, no matter how well designed, such as the possibility

of human error and the circumvention or overriding of the controls and

procedures. Therefore, even those systems determined to be effective may not

prevent or detect misstatements and can provide only reasonable assurance of

achieving their control objectives. In addition, any determination of

effectiveness of controls is not a projection of any effectiveness of those

controls to future periods, as those controls may become inadequate because

of changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Report of Management on Internal Control over Financial

Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Securities Exchange Act of 1934, as amended. The

Company’s system of internal controls over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting

and the preparation of the consolidated financial statements in accordance

with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements and even when determined to be effective

can provide only reasonable assurance with respect to financial statement

preparation and presentation. Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2023. In making this assessment,

management used the updated criteria set forth in 2013 by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control-Integrated Framework.

Based on our assessment under the COSO Internal Control-Integrated

Framework, management believes that, as of December 31, 2023, our

internal control over financial reporting is effective.

Attestation Report of the Independent Registered Public

Accounting Firm

KPMG AG Wirtschaftsprüfungsgesellschaft, the independent registered public

accounting firm that audited our consolidated financial statements prepared in

accordance with U.S. generally accepted accounting principles (GAAP) as of

and for the year ended December 31, 2023, has also audited the

effectiveness of the Company's internal control over financial reporting as of

December 31, 2023. Their reports are included in this Annual Report on Form

20-F beginning on page 99.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting

during 2023 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

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Appendices

Disclosure pursuant to Section 219 of the Iran

Threat Reduction & Syria Human Rights Act

(ITRA)

QIAGEN is a global leader in Sample to Insight solutions that transform

biological samples into valuable molecular insights. QIAGEN GmbH, our

subsidiary located in Hilden, Germany, has conducted limited business with

certain Iranian and Syrian entities consisting of sales for our consumables and

instrumentation products. In 2023, sales to Iran totaled $1.4 million, or

approximately 0.07% of our consolidated net sales, and were primarily for

consumables labelled for use in diagnostic testing for tuberculosis

(QuantiFERON tests) and the detection of amniotic fluid (AmniSure ROM test).

These transactions were processed through two distributors and under general

license by the Office of Foreign Assets Control (OFAC) for Medicine and

Medical Devices and in compliance with German and European Union

customs regulations and do not include any products that are “dual-use”

products or products requiring special clearance from the German customs

authorities. There were no sales to Syria in 2023.

Although these activities are compliant with applicable law and not financially

material, the Iran Threat Reduction and Syria Human Rights Act of 2012 (the

Act) requires us to include the following disclosures in this Annual Report. U.S.

affiliates, or foreign affiliates controlled by U.S. affiliates, are not involved in

these sales activities and we have not knowingly conducted a transaction

or dealt with a person or entity designated in U.S. Executive Orders No.

13224 and 13382. No business has been transacted with the Governments of

Iran or Syria as defined in the Act. We do not believe any of our activities are

sanctionable under the Iran Sanctions Act or the Comprehensive Iran

Sanctions, Accountability, and Divestment Act of 2010.

In light of the nature of the products concerned, we do not currently anticipate

any change in activities in Iran that would result in a material impact on

QIAGEN. We do not have any employees in Iran or Syria.

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Appendices

Reference Table Form 20-F

Item	Form 20-F caption	Location in this document	Page	Item	Form 20-F caption	Location in this document	Page
Part I
Item 1.	Identity of Directors, Senior Management and Advisers	Not applicable.		Item 4.	C. Organizational Structure	Management Report - Business and Operating Environment - Company Overview	13
Item 2.	Offer Statistics and Expected Timetable	Not applicable.			D. Property, Plants and Equipment	Management Report - Business and Operating Environment - Description of Property	24
Item 3.	Key Information			Item 4A.	Unresolved Staff Comments	Not applicable.
	B. Capitalization and Indebtedness	Not applicable.		Item 5.	Operating and Financial Review and Prospects
	C. Reasons for the Offer and Use of Proceeds	Not applicable.			A. Operating Results	Management Report - Operating and Financial Review - Operating Results	26
	D. Risk Factors	Management Report - Risks and Risk Management - Risk Factors	38		B. Liquidity and Capital Resources	Management Report - Operating and Financial Review - Liquidity and Capital Resources	31
Item 4.	Information on the Company				C. Research and Development, Patents and Licenses, etc.	Management Report - Business and Operating Environment - Research and Development	22
	A. History and Development of the Company	Management Report - Business and Operating Environment	13			Management Report - Business and Operating Environment - Intellectual Property, Proprietary Rights and Licenses	23
	B. Business Overview	Management Report - Business and Operating Environment	13			Management Report - Operating and Financial Review - Operating Results - Operating Expenses - Research and Development	29
		Management Report - Sustainability - Ensuring Business with Integrity - Conflict Minerals	67		D. Trend Information	Management Report - Operating and Financial Review - Operating Results	26
		Appendices - Government Regulations	200

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 214
Appendices

Reference Table Form 20-F

Item	Form 20-F caption	Location in this document	Page	Item	Form 20-F caption	Location in this document	Page
Part I
Item 5.	E. Critical Accounting Estimates	Management Report - Operating and Financial Review - Critical Accounting Estimates	34	Item 7.	B. Related Party Transactions	Note 24. Related Party Transactions	179
Item 6.	Directors, Senior Management and Employees				C. Interests of Experts & Counsel	Not applicable.
	A. Directors and Senior Management	Corporate Governance	69	Item 8.	Financial Information
	B. Compensation	Corporate Governance - Compensation of Managing and Supervisory Boards	94		A. Consolidated Statements and Other Financial Information	Consolidated Financial Statements	98
	C. Board Practices	Corporate Governance - Supervisory Board	72			Management Report - Operating and Financial Review - Policy on Dividend Distribution	34
	D. Employees	Management Report - Sustainability - Investing in People	63			Management Report - Operating and Financial Review - Legal Proceedings	36
	E. Share Ownership	Corporate Governance - Compensation of Managing and Supervisory Boards - Share Ownership	97		B. Significant Changes	Appendices - Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)	213
	F. Disclosure of a registrant’s action to recover erroneously awarded compensation	Not applicable.		Item 9.	The Offer and Listing
Item 7.	Major Shareholders and Related Party Transactions				A. Offer and Listing Details	Common Shares	7
	A. Major Shareholders	Corporate Governance - Shareholder Meetings and Share Capital - Major Shareholders	84		B. Plan of Distribution	Not applicable.

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 215
Appendices

Reference Table Form 20-F

Item	Form 20-F caption	Location in this document	Page	Item	Form 20-F caption	Location in this document	Page
Part I
Item 9.	C. Markets	Common Shares	7	Item 10.	J. Annual Report to Security Holders	Not applicable.
	D. Selling Shareholders	Not applicable.		Item 11.	Quantitative and Qualitative Disclosures about Market Risk	Management Report - Quantitative and Qualitative Disclosures about Market Risk	56
	E. Dilution	Not applicable.		Item 12.	Description of Securities Other than Equity Securities	Not applicable.
	F. Expenses of the Issue	Not applicable.
Item 10.	Additional Information			Part II
	A. Share Capital	Not applicable.		Item 13.	Defaults, Dividend Arrearages and Delinquencies	Not applicable.
	B. Memorandum and Articles of Association	Appendices - Memorandum and Articles of Association	181	Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	Not applicable.
	C. Material Contracts	Not applicable.		Item 15.	Controls and Procedures	Appendices - Controls and Procedures	211
	D. Exchange Controls	Appendices - Exchange Controls	211	Item 16A.	Audit Committee Financial Expert	Corporate Governance - Supervisory Board - Supervisory Board Committees - Audit Committee	78
	E. Taxation	Appendices - Taxation	194	Item 16B.	Code of Ethics	Management Report - Sustainability - Ensuring Business with Integrity	67
	F. Dividends and paying agents	Not applicable.		Item 16C.	Principal Accountant Fees and Services	Appendices - Principal Accountant Fees and Services	193
	G. Statement by Experts	Not applicable.		Item 16D.	Exemptions from the Listing Standards for Audit Committees	Not applicable.
	H. Documents on Display	Appendices - Documents on Display	211	Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	Not applicable.
	I. Subsidiary Information	Not applicable.		Item 16F.	Change in Registrant’s Certifying Accountant	Not applicable.

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 216
Appendices

Reference Table Form 20-F

Item	Form 20-F caption	Location in this document	Page
Part II
Item 16G.	Corporate Governance	Corporate Governance - Additional Information - NYSE Exemptions	93	This document contains information required for the Annual Report on Form 20-F for the year ended December 31, 2023 of QIAGEN N.V. Reference is made to the Form 20-F cross reference table above. Only the information in this document that is referenced in the Form 20- F cross reference table and this paragraph, this cross-reference table itself, the section entitled "Note Regarding Forward-Looking Statements and Risk Factors" shall be deemed to be filed with the Securities and Exchange Commission for any purpose. Any additional information in this document which is not referenced in the Form 20-F cross reference table, or the Exhibits themselves, shall not be deemed to be incorporated by reference, shall not be part of the 2023 Annual Report on Form 20-F and is furnished to the Securities and Exchange Commission for information only. This document also includes references to certain information contained on QIAGEN's website. The information contained on QIAGEN's website is not incorporated by reference and does not form part of this document.
Item 16H.	Mine Safety Disclosure	Not applicable.
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	Not applicable.
Item 16J.	Insider Trading Policies	Corporate Governance - Additional Information - Insider Trading Policy	90
Item 16K.	Cybersecurity	Corporate Governance - Additional Information - Cyber Security	89
Part III
Item 17.	Financial Statements	See Item 18.
Item 18.	Financial Statements	Consolidated Financial Statements	98
Item 19.	Exhibits	Exhibit Index	218

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Appendices

Exhibit No.	Description	Exhibit No.	Description
*1.1	Articles of Association as confirmed by notarial deed as of January 29, 2024 (English translation)	4.2	QIAGEN N.V. 2014 Stock Plan (Filed as Exhibit 99.1)(7)
2.1	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of June 19, 2017 (Filed as Exhibit 2.11)(1)	*4.3	QIAGEN N.V. 2023 Stock Plan
2.2	2024 Bonds Indenture dated November 13, 2018 (Filed as Exhibit 2.17)(2)	*8.1	List of Subsidiaries
2.3	2024 Form of Warrant Confirmation dated November 6, 2018 (Filed as Exhibit 2.18)(2)	*11.1	QIAGEN N.V. Insider Trading Policy
2.4	2024 Form of Bond Hedge Confirmation dated November 6, 2018 (Filed as Exhibit 2.19)(2)	*12.1	Certification under Section 302; Thierry Bernard, Managing Director and Chief Executive Officer
2.5	Global Bearer Bond Representing Convertible Bonds due 2027 dated as of December 17, 2020 (Filed as Exhibit 2.12)(3)	*12.2	Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer
2.6	Purchase Agent Agreement dated as of December 10, 2020 (Filed as Exhibit 2.13)(3)	*13.1	Certifications under Section 906; Thierry Bernard, Managing Director and Chief Executive Officer and Roland Sackers, Managing Director and Chief Financial Officer
2.7	Subscription Agreement dated as of December 10, 2020 (Filed as Exhibit 2.14)(3)	*15.1	Consent of Independent Registered Public Accounting Firm
2.8	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of July 13, 2022 (Filed as Exhibit 2.13)(4)	*97.1	QIAGEN N.V. Clawback Policy
2.9	Namensschuldverschreibungen Agreement dated as of August 16, 2022 (Filed as Exhibit 2.14)(4)	*101	Inline XBRL Interactive Data File
2.10	Description of Securities (Filed as Exhibit 2.12)(5)	*104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
4.1	QIAGEN N.V. Amended and Restated 2005 Stock Plan (Filed as Exhibit 99.1)(6)

* Filed herewith.

(1)Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 6, 2018.

(2)Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 6, 2019.

(3)Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 5, 2021.

(4)Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 13, 2023.

(5)Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 2, 2020.

(6)Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on November 17, 2011.

(7)Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on April 2, 2015.

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 218
Exhibit Index

The registrant hereby certifies that it meets all of the requirements for filing on

Form 20-F and that it has duly caused and authorized the undersigned to sign

this annual report on its behalf.

		QIAGEN N.V.
Dated:	March 8, 2024
		By:	/s/ Thierry Bernard
			Thierry Bernard, Chief Executive Officer
			/s/ Roland Sackers
			Roland Sackers, Chief Financial Officer

QIAGEN N.V. | Financial Report 2023	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 219
Signatures