What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-26 · 696 added, 645 removed, 1355 unchanged (50% of the section changed)

12 unchanged sentences

• provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s Consolidated Financial Statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

3 unchanged sentences

Management reviewed the results of its assessment with the Audit Committee of the Company’s Board.

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the consolidated financial statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, as stated in its report, which is included herein immediately preceding the Company’s audited financial statements.

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the Consolidated Financial Statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, as stated in its report, which is included herein immediately preceding the Company’s audited Consolidated Financial Statements.

OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended December 31, 2023, none of the Company's directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name and Title Date Adopted Character of Trading Agreement Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement

During the quarter ended December 31, 2024, none of the Company’s directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name and Title Date Adopted Character of Trading Agreement Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement Duration

Schroeder 11/26/2024 Rule 10b5-1 Trading Arrangement Up to ( 10,115 ) (1) (2) 11/7/2025 (3)

( 17,044 ) (1) (2)

12/6/2024 (3)

President, Diagnostics Laboratories and

Chief Operations Officer

President, Diagnostics Laboratories and Chief Operations Officer

Summy 11/26/2024 Rule 10b5-1 Trading Arrangement Up to ( 1,234 ) (1) 11/14/2025 (3)

( 4,916 ) (1) (2)

Chief Marketing Officer

(1) The figure presented represents the shares to be sold on the vesting of equity awards before reduction for shares to be withheld for tax purposes.

Schroeder’s plan provides for the exercise of vested stock options and the associated sale of up to 2,119 shares of the Company’s Common Stock.

(1) The figure presented represents the shares to be sold on the vesting of equity awards and may vary subject to the achievement of certain performance conditions and/or shares to be withheld for tax purposes.

Schroeder’s plan provides for the exercise of vested stock options and the associated sale of up to 3,903 shares of the Company’s Common Stock and 76 shares of Common Stock previously acquired from an equity award vesting event.

(3) This trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales on the respective order entry date or (b) the date listed in the table.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by the item regarding directors is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in 2024 (the 2024 Proxy Statement) under the caption Election of Directors.

The information required by the item regarding directors is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in 2025 (2025 Proxy Statement) under the caption Election of Directors.

Information regarding executive officers is incorporated by reference to the Company’s 2025 Proxy Statement under the caption Executive Officers.

3 unchanged sentences

The Company is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, the Company has adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of its securities by the Company's directors, officers, employees and designated contractors, as well as by Laboratory Corporation of America Holdings itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

As part of this commitment, the Company has adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of its securities by the Company’s directors, officers, employees and designated contractors, as well as by Labcorp Holdings Inc.

itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

16 unchanged sentences

(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023).

3.1 Amended and Restated Certificate of Incorporation of the Company dated May 24, 2001 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3, filed on October 19, 2001, File No.

3.2 Amended and Restated By-Laws of the Company, adopted and effective July 7, 2020 (incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020).

4.1 Specimen of the Company’s Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).

2.2 Agreement and Plan of Merger, dated May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.

and Radiance Merger Sub Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 17, 2024)

3.1 Amended and Restated Certificate of Incorporation of Labcorp Holdings Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

3.2 Amended and Restated By-Laws of Labcorp Holdings Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 17, 2024).

4.1 Indenture, dated as of November 19, 2010, between the Company and U.S.

Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 19, 2010).

4.3 Sixth Supplemental Indenture, dated as of November 1, 2013, between the Company and U.S.

Bank National Association, as trustee, including the form of the 2023 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 1, 2013).

4.2 Ninth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S.

2 unchanged sentences

Bank National Association, as trustee, including the form of the 2045 Notes (incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 30, 2015).

4.6 Eleventh Supplemental Indenture, dated as of August 22, 2017, between the Company and U.S.

Bank National Association, as trustee, including the form of the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2017).

4.4 Twelfth Supplemental Indenture, dated as of August 22, 2017, between the Company and U.S.

Bank National Association, as trustee, including the form of the 2027 Notes (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 22, 2017).

4.8 Thirteenth Supplemental Indenture, dated as of November 25, 2019, between the Company and U.S.

Bank National Association, as trustee, including the form of the 2024 Notes (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 25, 2019).

4.5 Fourteenth Supplemental Indenture, dated as of November 25, 2019, between the Company and U.S.

4 unchanged sentences

Bank National Association, as trustee, including the form of the 2031 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 26, 2021).

4.12 Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.18 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

4.8 Seventeenth Supplemental Indenture dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.

Bank National Trust Company Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 17, 2024).

4.9 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

4.10 New Holding Company Guarantee, dated May 17, 2024, by Labcorp Holdings Inc.

(incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 17, 2024).

4.11 Indenture, dated as of September 23, 2024, between Laboratory Corporation of America Holdings, as issuer, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 23, 2024).

4.12 First Supplemental Indenture, dated as of September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, including the form of the 2030 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 23, 2024).

4.13 Second Supplemental Indenture, dated as of September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, including the form of the 2032 Notes (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 23, 2024).

4.14 Third Supplemental Indenture, dated as of September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S.

Bank Trust Company, National Association, as trustee, including the form of the 2034 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 23, 2024).

Labcorp Holdings Inc.

Amended and Restated 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

Labcorp Holdings Inc.

Amended and Restated 2016 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

10.3 Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.

Schechter (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

10.4 Assignment and Assumption Agreement, dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, Labcorp Holdings Inc.

and Radiance Merger Sub Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

National Health Laboratories Incorporated Pension Equalization Plan (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992).

8 unchanged sentences

Fourth Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).

Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2016).

Laboratory Corporation of America Holdings 2016 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 16, 2016).

Laboratory Corporation of America Holdings Amended and Restated 2016 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023)

First Amendment to the Laboratory Corporation of America Holdings Amended and Restated 2016 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023

S ec ond Amendment to the Laboratory Corporation of America Holdings Am ended and R estated 2016 Employee Stock Purchase Plan

Amended and Restated Laboratory Corporation of America Holdings Master Senior Executive Severance Plan (incorporated by reference to 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024).

10.16 Third Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, Bank of America N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021).

10.17 Amendment No.

1, dated as of January 13, 2023, to the Third Amended and Restated Credit Agreement (originally dated as of April 30, 2021), among the Company, Bank of America, N.A., as administrative agent, and lenders party thereto (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

10.18 Guarantor Joinder Agreement, dated May 17, 2024, by and between Labcorp Holdings Inc.

and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).

10.19 Term Loan Credit Agreement, dated June 3, 2019, by and among Laboratory Corporation of America Holdings, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2019).

10.20 Amendment No.

1, dated as of May 7, 2020, to the Term Loan Credit Agreement, dated June 3, 2019, among the Company, Bank of America, N.A.

as administrative agent, and the lenders party thereto.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Executive Employment Agreement, dated June 4, 2019, by and between Laboratory Corporation of America Holdings and Adam H.

Schechter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2019).

Executive Employment Agreement, dated January 4, 2023, by and between Laboratory Corporation of America and Thomas Pike.

Amended and Restated Master Senior Executive Severance Plan (incorporated by reference to 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

Tax Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023).

Employee Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc.

(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 3, 2023).

Transition Services Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 3, 2023).

Employment Separation Agreement and General Release, effective September 8, 2023, by and between Laboratory Corporation of America Holdings Inc.

and Paul Kirchgraber (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report for the period ended September 30, 2023).

1, dated as of May 7, 2020, to the Term Loan Credit Agreement, dated June 3, 2019, among Laboratory Corporation of America Holdings, Bank of America, N.A.

as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020).

10.21 Receivables Purchase Agreement, dated as of August 23, 2024, by and among Labcorp Receivables, LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2024).

10.22 First Amended Receivables Purchase Agreement, dated as of January 31, 2025, by and among Labcorp Receivables, LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2025).

10.23 Sale and Contribution Agreement, dated as of August 23, 2024, by and among each of the persons from time to time party hereto, as originators, Laboratory Corporation of America Holdings, as an originator and as servicer, and Labcorp Receivable LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2024).

10.24 Performance Guaranty, dated as August 23, 2024, by Labcorp Holdings, Inc., in favor of PNC Bank National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 23, 2024).

Aircraft Time Sharing Agreement by and between Laboratory Corporation of America Holdings and Adam H.

Schechter on November 18, 2024.

16.1 Letter of PricewaterhouseCoopers LLP, dated November 5, 2020 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on November 5, 2020).

16.2 Letter of PricewaterhouseCoopers LLP, dated March 3, 2021 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K/A filed on March 3, 2021).

Insider Trading Policy, revised March 2023

21.1** List of Subsidiaries of the Company

22.1** Subsidiary Issuers of Guaranteed Securities

23.1** Consent of Deloitte & Touche LLP, an independent registered public accounting firm

24.1** Power of Attorney of Kerrii B.

Power of Attorney of Jean-Luc Bélingard

24.2** Power of Attorney of Jeffrey A.

8 unchanged sentences

24.9** Power of Attorney of Kathryn E.

Power of Attorney of R.

Sanders Williams, M.D.

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)

2 unchanged sentences

Section 1350)

Incentive Compensation Recoupment Policy, effective October 11, 2023

97 Incentive Compensation Recoupment Policy, effective October 11, 2023 (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

13 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

LABORATORY CORPORATION OF AMERICA HOLDINGS

LABCORP HOLDINGS INC.

President and Chief Executive Officer

4 unchanged sentences

Schechter (Principal Executive Officer)

EISENBERG Executive Vice President, Chief Financial Officer

Eisenberg (Principal Financial Officer)

WILKINSON Senior Vice President and Chief Accounting Officer

WANG Executive Vice President, Chief Financial Officer

Wang (Principal Financial Officer)

WILKINSON Senior Vice President, Chief Accounting Officer

Wilkinson (Principal Accounting Officer)

Jean-Luc Bélingard

Gary Gilliland, M.D., Ph.D.

1 unchanged sentence

Richelle Parham

Sanders Williams, M.D.

* Sandra van der Vaart, by her signing her name hereto, does hereby sign this Annual Report on behalf of the directors of the Registrant after whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the Securities and Exchange Commission.

/s/ Sandra van der Vaart

Sandra van der Vaart

van der Vaart, by her signing her name hereto, does hereby sign this Annual Report on behalf of the directors of the Registrant after whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the SEC.

/s/ SANDRA D.

VAN DER VAART

van der Vaart

Attorney-in-fact

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Laboratory Corporation of America Holdings

To the shareholders and the Board of Directors of Labcorp Holdings Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Laboratory Corporation of America Holdings and subsidiaries (the “Company”) as of December 31, 2023, and 2022, the related consolidated statements of operations, comprehensive earnings, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Labcorp Holdings Inc.

and subsidiaries (the "Company") as of December 31, 2024, and 2023, the related consolidated statements of operations, comprehensive earnings, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

11 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the 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.

Valuation of Labcorp Diagnostics (Dx) Segment Net Accounts Receivable— Refer to Note 3 to the consolidated financial statements

10 unchanged sentences

• We developed an independent estimate of net accounts receivable by taking into consideration historical collections, write-offs, and other relevant internal and external factors.

• We tested the completeness and accuracy of underlying historical data used as an input to management’s methodology and our independent estimate.

Tax Free Spin-Off – Refer to Note 2 to the consolidated financial statements

Critical Audit Matter Description

On June 30, 2023, the Company completed the spin-off of its Clinical Development and Commercialization Services business comprised of certain clinical research business units within the former Drug Development segment into a standalone, publicly traded company named Fortrea Holdings, Inc.

The transaction was executed by distributing shares of Fortrea to the Company’s shareholders (the “Distribution”).

The Company concluded the Distribution to be a tax-free transaction for U.S.

Federal income tax purposes.

We identified the Company’s conclusion that the Distribution was a tax-free transaction for U.S.

federal income tax purposes to be a critical audit matter because of the complexity of the interpretation and application of the U.S.

Internal Revenue Code (the “Code”), the materiality of the potential tax consequences, and the need to involve our income tax specialists when performing audit procedures to evaluate the qualification of the Distribution as a tax-free transaction.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of our income tax specialists, the audit procedures we performed related to the Company’s conclusion that the Distribution was a tax-free transaction for U.S.

federal income tax purposes included the following, among others:

• We tested the effectiveness of controls over the Company’s conclusion that the Distribution was a tax-free transaction.

• We inspected the Private Letter Ruling (PLR) received by the Company from the U.S.

Internal Revenue Service and the external opinions received by the Company from third-party advisors, which were relied upon in the Company’s evaluation of whether the Distribution qualified as a tax-free transaction.

• We evaluated the key factors addressed in the PLR and external opinions regarding the qualification of the Distribution as a tax-free transaction in comparison to the corresponding criteria prescribed by the Code, including interpretations of the Code and related statutes.

• We evaluated the tax-free transaction materials prepared by the Company and used in its evaluation of whether the Distribution qualified as a tax-free transaction.

• We searched for contradictory evidence regarding the qualification of the Distribution as a tax-free transaction by reading relevant documentation, such as income tax returns and historical financial, tax, and legal information, of the Company and the legal entities included in the Distribution, as applicable.

Goodwill – Reporting Unit within the BioPharma Laboratory Services (BLS) Segment – Refer to Notes 1 and 8 to the consolidated financial statements

Critical Audit Matter Description

The Company assesses goodwill for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

The Company recognizes an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value.

Fair value of a reporting unit is estimated using both market-based valuation and income-based valuation approaches.

Management’s impairment assessments utilize significant judgments and assumptions related to the market multiples selected for the market-based valuation approach and the related estimates of cash flows arising from future revenues and profitability, terminal growth rates, and the discount rate used in the income-based valuation approach.

The Company performed impairment testing during the fourth quarter of 2023 and concluded that fair value was less than carrying value in its Early Development (ED) reporting unit within the BLS segment.

As a result, the Company recorded a goodwill impairment charge in the BLS segment.

We identified goodwill for the ED reporting unit as a critical audit matter due to the significant estimates and assumptions used by management to estimate the fair value of the reporting unit.

Performing audit procedures to evaluate management's estimate of fair value of the reporting unit required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the market multiples selected by management for the market-based valuation approach and management’s estimates related to the cash flows arising from future revenues and profitability, terminal growth rates, and the discount rate used in the income-based valuation approach included the following, among others:

• We tested the effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the fair value of the reporting unit, such as controls related to management's selection of market multiples, cash flows arising from future revenues and profitability, the terminal growth rate, and the discount rate.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical forecasts and the associated actual results, (2) internal communications to management, and (3) forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) the discount rate, and (3) market activity by:

◦ Testing the source information underlying the determination of the discount rate and market multiples, including the mathematical accuracy of the calculations.

◦ Developing a range of independent estimates and comparing those to the discount rate and market multiples selected by management.

• We tested the completeness and accuracy of underlying historical data used as an input to our independent estimate.

/s/ Deloitte & Touche LLP

3 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Laboratory Corporation of America Holdings

To the shareholders and the Board of Directors of Labcorp Holdings Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Laboratory Corporation of America Holdings and subsidiaries (the “Company”) 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 (COSO).

We have audited the internal control over financial reporting of Labcorp Holdings Inc.

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

21 unchanged sentences

Financial Information

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Millions)

2023 December 31,

(In Millions, Except Per Share Data)

Current assets:

4 unchanged sentences

Prepaid expenses and other 697.6 655.3

Current assets of discontinued operations

Total current assets 4,806.5 3,765.4

3 unchanged sentences

Joint venture partnerships and equity method investments 16.3 26.9

Deferred income taxes — 6.4

Other assets, net 652.2 536.5

Long-term assets of discontinued operations — 3,038.2

Total assets $ 18,379.0 $ 16,725.1

7 unchanged sentences

Short-term borrowings and current portion of long-term debt 1,000.3 999.8

Current liabilities of discontinued operations — 657.6

Total current liabilities 3,330.2 3,225.2

4 unchanged sentences

Other liabilities 517.4 409.3

Long-term liabilities of discontinued operations — 241.3

Total liabilities 10,312.5 8,834.6

9 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Data)

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

7 unchanged sentences

Operating income 1,086.7 725.6 1,436.5

Other income (expense):

Other (expense) income:

Interest expense ( 208.3 ) ( 199.6 ) ( 179.8 )

1 unchanged sentence

Equity method (loss) income, net ( 1.4 ) ( 1.4 ) 5.4

( 1.4 ) 5.4 26.5

Other, net 60.2 15.5 ( 32.2 )

5 unchanged sentences

Net earnings attributable to the noncontrolling interest ( 1.1 ) ( 1.2 ) ( 1.5 )

Net earnings attributable to Laboratory Corporation of America Holdings $ 418.0 $ 1,279.1 $ 2,377.3

Net earnings attributable to Labcorp Holdings Inc.

$ 746.0 $ 418.0 $ 1,279.1

Basic earnings per common share:

Basic earnings per common share continuing operations $ 4.35 $ 11.00 $ 22.71

Basic earnings per common share discontinued operations $ 0.45 $ 3.04 $ 1.88

Basic earnings per common share from continuing operations $ 8.89 $ 4.35 $ 11.00

Basic earnings per common share from discontinued operations $ — $ 0.45 $ 3.04

Basic earnings per common share $ 8.89 $ 4.80 $ 14.05

Diluted earnings per common share:

Diluted earnings per common share continuing operations $ 4.33 $ 10.94 $ 22.52

Diluted earnings per common share discontinued operations $ 0.44 $ 3.03 $ 1.87

Diluted earnings per common share from continuing operations $ 8.84 $ 4.33 $ 10.94

Diluted earnings per common share from discontinued operations $ — $ 0.44 $ 3.03

Diluted earnings per common share $ 8.84 $ 4.77 $ 13.97

The accompanying notes are an integral part of these Consolidated Financial Statements.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

5 unchanged sentences

Net benefit plan adjustments 20.7 14.6 44.8

Other comprehensive earnings (loss) before tax 197.7 ( 291.6 ) ( 12.9 )

Other comprehensive (loss) earnings before tax ( 196.4 ) 197.7 ( 291.6 )

Provision for income tax related to items of comprehensive earnings

( 5.9 ) ( 1.8 ) ( 9.7 )

Other comprehensive earnings (loss), net of tax 195.9 ( 301.3 ) ( 30.0 )

Other comprehensive (loss) earnings, net of tax ( 202.3 ) 195.9 ( 301.3 )

Comprehensive earnings 544.8 615.1 979.3

Net earnings attributable to the noncontrolling interest ( 1.1 ) ( 1.2 ) ( 1.5 )

Comprehensive earnings attributable to Laboratory Corporation of America Holdings $ 613.9 $ 977.8 $ 2,347.3

Comprehensive earnings attributable to Labcorp Holdings Inc.

$ 543.7 $ 613.9 $ 977.8

The accompanying notes are an integral part of these Consolidated Financial Statements.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

7 unchanged sentences

BALANCE AT DECEMBER 31, 2021 $ 8.5 $ — $ 10,456.8 $ ( 191.9 ) $ 10,273.4

Net earnings attributable to Laboratory Corporation of America Holdings — — 2,377.3 — 2,377.3

Other comprehensive earnings (loss), net of tax — — — ( 30.0 ) ( 30.0 )

Net earnings attributable to Labcorp Holdings Inc.

— — 1,279.1 — 1,279.1

Other comprehensive loss, net of tax — — — ( 301.3 ) ( 301.3 )

Dividends declared — — ( 198.7 ) — ( 198.7 )

Issuance of common stock under employee stock plans — 50.6 — — 50.6

3 unchanged sentences

BALANCE AT DECEMBER 31, 2022 8.1 — 10,581.7 ( 493.2 ) 10,096.6

Net earnings attributable to Laboratory Corporation of America Holdings — — 1,279.1 — 1,279.1

Other comprehensive earnings (loss), net of tax — — — ( 301.3 ) ( 301.3 )

Net earnings attributable to Labcorp Holdings Inc.

— — 418.0 — 418.0

Other comprehensive earnings, net of tax — — — 195.9 195.9

Fortrea Holdings Inc.

spin-off — — ( 1,970.0 ) 238.0 ( 1,732.0 )

Dividends declared — — ( 256.1 ) — ( 256.1 )

4 unchanged sentences

BALANCE AT DECEMBER 31, 2023 7.7 38.4 7,888.2 ( 59.3 ) 7,875.0

Net earnings attributable to Laboratory Corporation of America Holdings — — 418.0 — 418.0

Other comprehensive earnings (loss), net of tax — — — 195.9 195.9

Fortrea Holdings Inc.

spin-off — — ( 1,970.0 ) 238.0 ( 1,732.0 )

Net earnings attributable to Labcorp Holdings Inc.

— — 746.0 — 746.0

Other comprehensive loss, net of tax — — — ( 202.3 ) ( 202.3 )

Dividends declared — — ( 242.9 ) — ( 242.9 )

5 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

11 unchanged sentences

(Increase) decrease in accounts receivable ( 52.3 ) ( 103.8 ) 46.5

(Increase) decrease in unbilled services 28.5 ( 23.4 ) ( 41.1 )

(Increase) decrease in inventory ( 0.7 ) ( 45.5 ) 2.8

Decrease (increase) in unbilled services 30.4 28.5 ( 23.4 )

Increase in supplies inventory ( 12.6 ) ( 0.7 ) ( 45.5 )

Increase in prepaid expenses and other ( 54.5 ) ( 25.8 ) ( 244.1 )

Increase (decrease) in accounts payable 72.1 ( 42.4 ) 285.4

Increase in deferred revenue 105.5 67.8 3.8

(Decrease) increase in unearned revenue ( 24.6 ) 105.5 67.8

Decrease in accrued expenses and other ( 112.6 ) ( 323.2 ) ( 462.9 )

18 unchanged sentences

Payments on senior notes ( 1,000.0 ) ( 300.0 ) —

Payments on term loan — — ( 375.0 )

Proceeds from accounts receivable securitization 300.0 — —

Proceeds from revolving credit facilities 2,463.7 2,488.2 787.4

5 unchanged sentences

Other ( 36.7 ) ( 19.6 ) ( 27.0 )

Net cash used for continuing financing activities ( 1,559.0 ) ( 1,322.2 ) ( 2,065.8 )

Net cash provided by (used for) continuing financing activities 779.9 ( 1,559.0 ) ( 1,322.2 )

Net cash provided by discontinued financing activities — 1,499.7 —

Net cash used for financing activities ( 59.3 ) ( 1,322.2 ) ( 2,065.8 )

Net cash provided by (used for) financing activities 779.9 ( 59.3 ) ( 1,322.2 )

Effect of exchange rate changes on cash and cash equivalents ( 17.0 ) 9.9 ( 24.2 )

4 unchanged sentences

The accompanying notes are an integral part of these Consolidated Financial Statements.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Basis of Financial Statement Presentation

Laboratory Corporation of America ® Holdings (Labcorp or the Company) (Labcorp or the Company) is a global leader of innovative and comprehensive laboratory services that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers, and patients make clear and confident decisions.

Labcorp® Holdings Inc.

(Labcorp, LHI, or the Company) is a global leader of innovative and comprehensive laboratory services that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers, and patients make clear and confident decisions.

By leveraging its unparalleled diagnostics and drug development capabilities, the Company provides insights and accelerates innovations to improve health and improve lives.

With more than 67,000 employees, the Company serves clients in more than 100 countries.

The Company reports its business in two segments, Labcorp Diagnostics (Dx) and Biopharma Laboratory Services (BLS), formerly Drug Development (DD).

For further financial information about these segments, including information for each of the last three fiscal years regarding revenue, operating income, and other important information, see Note 20 Business Segment Information.

With nearly 70,000 employees, the Company serves clients in approximately 100 countries.

On April 25, 2024, Laboratory Corporation of America Holdings (LCAH) announced plans to implement a new public holding company structure, with Labcorp as the holding company.

On May 17, 2024, the Company completed the holding company reorganization (Reorganization) and became the successor issuer.

Labcorp Holdings Inc.

has no independent assets or operations and its sole ownership interest is in LCAH.

The Company reports its business in two segments, Labcorp Diagnostics (Dx) and Biopharma Laboratory Services (BLS), consisting of Early Development Research Laboratories (ED) and Central Laboratory Services.

In 2024, Dx and BLS contributed 78 % and 22 %, respectively, of revenues to the Company, and in 2023 contributed 77 % and 23 %, respectively.

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control.

These Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control.

Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method.

1 unchanged sentence

All significant inter-Company transactions and accounts have been eliminated.

The Company does not have any variable interest entities or special purpose entities whose financial results are not included in the consolidated financial statements.

The Company does not have any variable interest entities or special purpose entities whose financial results are not included in these Consolidated Financial Statements.

The financial statements of the Company’s operating foreign subsidiaries are measured using the local currency as the functional currency.

4 unchanged sentences

(Fortrea), formerly the Company’s Clinical Development and Commercialization Services (CDCS) business, into a separate, publicly traded company.

All current and historical operating results of Fortrea are presented as Discontinued Operations, net of tax, in the consolidated statement of operations.

All current and historical operating results of Fortrea are presented as Earnings from discontinued operations, net of tax, in the Consolidated Statements of Operations.

As a result of the Spin-off, the Company recast segment results to exclude the historical results of the CDCS business for all periods presented.

The remaining operations of the previously reported Drug Development segment has been renamed the Biopharma Laboratory Services segment.

Additional disclosures regarding the spin-off of Fortrea are provided in Note 2 (Discontinued Operations).

The remaining operations of the previously reported Drug Development segment has been renamed the BLS segment.

Reimbursable Out-of-Pocket Expenses

BLS pays on behalf of its customers certain out-of-pocket costs for which the Company is reimbursed at cost, without mark-up or profit.

Out-of-pocket costs paid by BLS are reflected in cost of revenues, while the reimbursements received are reflected in revenues in the consolidated statements of operations.

Out-of-pocket costs paid by BLS are reflected in Cost of revenues in the Consolidated Statements of Operations, while the reimbursements received are reflected in Revenues in the Consolidated Statements of Operations.

Cost of Revenues

1 unchanged sentence

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of administrative payroll and related benefit charges, advertising and promotional expenses, administrative travel and an allocation of facility charges and information technology costs.

Cost of advertising is expensed as incurred.

Research and Development

The Company expenses R&D costs as incurred.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Selling, general and administrative expenses consist primarily of administrative payroll and related benefit charges, administrative travel, and an allocation of facility charges and information technology costs.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods.

Significant estimates include implicit price concessions, revenue estimates, the allowances for doubtful accounts, deferred tax assets, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill and indefinite-lived intangible assets, amortization lives for acquired intangible assets, and accruals for self-insurance reserves, litigation reserves and pensions.

Actual results could differ from those estimates.

The extent to which the COVID-19 pandemic has and will continue to impact the Company’s business and financial results depend on numerous evolving factors including, but not limited to the magnitude and duration of the COVID-19 pandemic, the impact to worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic.

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2023, and through the date of this Annual Report.

The accounting matters assessed included, but were not limited to, the Company’s implicit price concessions and credit losses, equity investments, and the carrying value of goodwill and other long-lived assets.

The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could impact the Company’s consolidated financial statements in future reporting periods.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S.), requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods.

Significant estimates include implicit price concessions, revenue estimates, the allowance for credit losses, deferred tax assets, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill and indefinite-lived intangible assets, amortization lives for acquired intangible assets, and accruals for self-insurance reserves, litigation reserves and pensions.

Actual results could materially differ from those estimates.

Concentration of Credit Risk

1 unchanged sentence

The Company maintains cash and cash equivalents with various major financial institutions.

The Company believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The total Cash and cash equivalent balances that exceeded the balances insured by the Federal Deposit Insurance Commission, were approximately $ 1,516.0 and $ 534.7 at December 31, 2024, and 2023, respectively.

9 unchanged sentences

The agreed-upon reimbursement rates are subject to Ministry review at the end of year and can be adjusted (at the government’s discretion) based upon the actual volume and mix of test work performed by the licensed healthcare providers in the province during the year.

The capitated accounts receivable balance from the Ontario government sponsored healthcare plan was CAD 5.5 at December 31, 2023.

There were no capitated accounts receivables from the Ontario government sponsored healthcare plan at December 31, 2022.

The capitated accounts receivable balance from the Ontario government sponsored healthcare plan was Canadian Dollar 6.4 and 5.5 at December 31, 2024, and 2023, respectively.

The portion of the Company’s accounts receivable due from patients comprises the largest portion of credit risk.

At December 31, 2024, and 2023, receivables due from patients represented approximately 24.5 % and 20.4 % of the Company’s consolidated gross accounts receivable, respectively.

The Company applies assumptions and judgments including historical collection experience and reasonable and supportable forecasts for assessing collectability and determining allowances for doubtful accounts for accounts receivable from patients.

The Company applies assumptions and judgments including historical collection experience and reasonable and supportable forecasts for assessing collectability and determining the allowance for credit losses for accounts receivable from patients.

Earnings per Share

Basic earnings per share is computed by dividing net earnings attributable to Laboratory Corporation of America Holdings by the weighted average number of common shares outstanding.

Diluted earnings per share is computed by dividing net earnings including the impact of dilutive adjustments by the weighted average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Basic earnings per common share (Basic EPS) is computed by dividing Net earnings attributable to Labcorp Holdings Inc.

by the weighted-average number of common shares outstanding.

Diluted earnings per common share (Diluted EPS) is computed by dividing Net earnings attributable to Labcorp Holdings Inc., and if applicable, including the impact of dilutive adjustments by the weighted-average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented.

Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, and performance share awards.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, performance share awards, and accelerated share repurchases.

The following represents a reconciliation of basic earnings per share to diluted earnings per share:

The following represents a reconciliation of Basic EPS to Diluted EPS:

Year Ended December 31,

2024 2023 2022

Income Shares Per Share

Amount Income Shares Per Share

Basic earnings per share $ 418.0 87.1 $ 4.80 $ 1,279.1 91.1 $ 14.05 $ 2,377.3 96.7 $ 24.60

Stock options and stock awards — 0.5 — 0.5 — 0.8

Diluted earnings per share $ 418.0 87.6 $ 4.77 $ 1,279.1 91.6 $ 13.97 $ 2,377.3 97.5 $ 24.39

The following table summarizes the potential common shares not included in the computation of diluted earnings per share because their impact would have been antidilutive:

Years Ended December 31,

Basic EPS Dilutive Effect Diluted EPS Basic EPS Dilutive Effect Diluted EPS Basic EPS Dilutive Effect Diluted EPS

Net earnings attributable to LHI $ 746.0 $ 746.0 $ 418.0 $ 418.0 $ 1,279.1 $ 1,279.1

Weighted-average common shares outstanding 83.9 0.5 84.4 87.1 0.5 87.6 91.1 0.5 91.6

Per common share amount $ 8.89 $ 8.84 $ 4.80 $ 4.77 $ 14.05 $ 13.97

The following table summarizes the potential common shares not included in the computation of Diluted EPS because their impact would have been antidilutive:

Year Ended December 31,

2024 2023 2022

Stock options 0.2 0.2 0.1

Employee stock options and awards 0.2 0.2 0.2

Stock Compensation Plans

1 unchanged sentence

The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s Common Stock on the grant date.

To estimate the fair value of stock option awards, the Black-Scholes model is used, which relies on various key assumptions, including risk-free interest rate, expected term, and expected volatility.

The grant date fair value of performance awards is based on a Monte Carlo simulated fair value for the relative (as compared to the peer companies) total shareholder return component of the performance awards.

Such value is recognized as an expense over the service period, net of estimated forfeitures and the Company's determination of whether it is probable that the performance targets will be achieved.

Such value is recognized as an expense over the service period and the Company’s determination of whether it is probable that the performance targets will be achieved.

At the end of each reporting period, the Company reassesses the probability of achieving performance targets.

The estimation of equity awards that will ultimately vest requires judgment, and the Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

Forfeitures are recognized as a reduction of compensation expense in earnings in the period in which they occur.

See Note 14 Stock Compensation Plans for assumptions used in calculating compensation expense for the Company’s stock compensation plans.

Cash Equivalents

1 unchanged sentence

Supplies Inventory

Inventories, consisting primarily of purchased laboratory and customer supplies and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value.

Supplies accounted for $ 385.1 and $ 412.8 and finished goods accounted for $ 89.5 and $ 57.8 of total inventory at December 31, 2023, and 2022, respectively.

Supplies inventory, consisting primarily of purchased laboratory and customer supplies and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value.

Supplies accounted for $ 384.2 and $ 385.1 and finished goods accounted for $ 109.0 and $ 89.5 of total Supplies inventory at December 31, 2024, and 2023, respectively.

The Company’s inventory reserve balance was $ 43.8 and $ 66.1 , as of December 31, 2024, and 2023, respectively.

Property, Plant and Equipment

Property, Plant and Equipment, Net

Property, plant and equipment are recorded at cost.

Depreciation and amortization expense is computed on all classes of assets based on their estimated useful lives, as indicated below, using the straight-line method.

Buildings and building improvements 10 - 55

Machinery and equipment 3 - 10

Furniture and fixtures 5 - 10

Software 3 - 10

Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related leases.

Depreciation and amortization expense is computed on all classes of assets based on their estimated useful lives using the straight-line method.

Expenditures for repairs and maintenance are charged to operations as incurred.

Retirements, sales, and other disposals of assets are recorded by removing the cost and accumulated depreciation from the related accounts with any resulting gain or loss reflected in the Consolidated Statements of Operations.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

2 unchanged sentences

The Company capitalizes purchased software that is ready for service and capitalizes software development costs incurred on significant projects starting from the time that the preliminary project stage is completed, and the Company commits to funding a project until the project is substantially complete and the software is ready for its intended use.

Capitalized costs include direct material and service costs and payroll and payroll-related costs.

Research and development (R&D) costs and other computer software maintenance costs related to software development are expensed as incurred.

Capitalized software costs are included in Property, plant and equipment, net within the Consolidated Balance Sheets and are mainly comprised of direct material and service costs and payroll and payroll-related costs.

Computer software maintenance costs related to software

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

development are expensed as incurred.

Capitalized software costs are amortized using the straight-line method over the estimated useful life of the underlying system ranging from three to fifteen years, generally five years.

Amortization begins once the underlying system is substantially complete and ready for its intended use.

Goodwill and Indefinite-lived Intangibles

The Company assesses goodwill and indefinite-lived intangibles, which are not amortized, for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

Goodwill and Indefinite-lived Intangible Assets

The Company assesses goodwill and indefinite-lived intangible assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

The annual impairment test for goodwill includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value.

3 unchanged sentences

The Company recognizes an impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value.

In the qualitative assessment, the Company considers relevant events and circumstances for each reporting unit, including (i) current year results, (ii) financial performance versus management’s annual and five-year strategic plans, (iii) changes in the reporting unit carrying value since prior year, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate changes, and (vi) changes in products or services offered by the reporting unit.

If applicable, performance in recent years is compared to forecasts included in prior quantitative valuations.

6 unchanged sentences

If the estimated fair value of the reporting unit exceeds the carrying value, the goodwill is not impaired, and no further review is required.

Management performed its annual goodwill and intangible asset impairment testing as of the beginning of the fourth quarter of 2023.

The Company elected to perform the qualitative assessment for goodwill and intangible assets for the domestic Dx reporting unit and the Clinical Trials Testing Solutions (CTTS) reporting unit, and a quantitative assessment for the Early Development (ED) reporting unit, and the Canadian reporting unit which includes indefinite-lived assets consisting of acquired Canadian licenses.

Based upon the results of the qualitative and quantitative assessments, the Company concluded that the fair values of its domestic Dx, CTTS and Canadian reporting units, as of October 1, 2023, were greater than the carrying values.

However, due to lower demand in the ED reporting unit in late 2023, which the Company anticipates will continue into early 2024 there is an expectation of lower near term revenue and profitability.

Therefore, the Company concluded that the fair value of the ED reporting unit was less than carrying value and recorded a goodwill impairment of $ 333.6 in the BLS segment.

Although the Company believes that the current assumptions and estimates used in its goodwill analysis are reasonable, supportable, and appropriate, continued efforts to maintain or improve the performance of these businesses could be impacted by unfavorable or unforeseen changes which could impact the existing assumptions used in the impairment analysis.

Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of 2024.

The Company elected to perform a quantitative assessment for goodwill and indefinite-lived intangible assets for each of its reporting units.

Based upon the results of the quantitative assessments, the Company concluded that the fair values of each of its reporting units, as of October 1, 2024, were greater than the carrying values.

Although the Company believes that the current assumptions and estimates used in its goodwill analysis are reasonable, supportable, and appropriate, the Company’s business could be impacted by unfavorable changes, including those that impact the existing assumptions used in the impairment analysis.

Various factors could reasonably be expected to unfavorably impact existing assumptions:

primarily delays in new customer bookings and the related delay in revenue from new customers, increases in customer termination activity or increases in operating costs.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

primarily, a worsening economic environment and protracted economic downturn and related impacts, including delays in revenue from new customers;

increases in customer termination activity;

or increases in operating costs.

Accordingly, there can be no assurance that the estimates and assumptions made for the purposes of the goodwill impairment analysis will prove to be accurate predictions of future performance.

It is possible that the Company's conclusions regarding impairment or recoverability of goodwill or intangible assets in any reporting unit could change in future periods.

There can be no assurance that the estimates and assumptions used in the Company's goodwill and intangible asset impairment testing performed as of the beginning of the fourth quarter of 2023 will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in 2024 or future years vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.

Intangible Assets

Intangible assets with finite lives are amortized on a straight-line basis over the expected periods to be benefited, as set forth in the table below, such as legal life for patents and technology and contractual lives for non-compete agreements.

Customer relationships 10 - 36

Patents, licenses and technology 3 - 15

Non-compete agreements 3 - 5

Trade names 1 - 15

The Company will continue to monitor the financial performance of, and assumptions for, its reporting units.

A significant increase in the discount rate, decrease in the revenue and terminal growth rates, decreased operating margin, or substantial reductions in end markets and volume assumptions, could have a negative impact on the estimated fair value of the reporting units.

A future impairment charge for goodwill or intangible assets could have a material effect on the Company’s consolidated financial position and results of operations.

Intangible Assets, Net

Intangible assets with finite lives are amortized on a straight-line basis over the expected periods to be benefited such as legal life for patents and technology, contractual lives for non-compete agreements and customer relationships.

Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

If the carrying value is no longer recoverable based upon the undiscounted future

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Debt Issuance Costs

1 unchanged sentence

Professional Liability

The Company is self-insured (up to certain limits) for professional liability claims arising in the normal course of business, generally related to the testing and reporting of laboratory test results.

The Company is self-insured (up to certain limits) for professional liability claims arising in the normal course of business, generally related to laboratory testing and reporting of test results.

The Company estimates a liability that represents the ultimate exposure for aggregate losses below those limits.

The liability is based on assumptions and factors for known and incurred but not reported claims, including the frequency and payment trends of historical claims.

All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset.

All leases with a lease term greater than 12 months are recorded as an obligation on the balance sheet with a corresponding right-of-use (ROU) asset.

Both finance and operating leases are reflected as liabilities on the commencement date of the lease based on the present value of the lease payments to be made over the lease term.

7 unchanged sentences

The exercise of these options is at the Company’s discretion and the Company evaluates each renewal option to determine if it is reasonably possible to be exercised and should be included in the accounting lease term.

See Note 5 Leases to the Consolidated Financial Statements.

The Company accounts for income taxes utilizing the asset and liability method.

Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards.

Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

2 unchanged sentences

If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that the Company believes is greater than 50 % likely to be realized.

The Company records interest and penalties in income tax expense.

The Company records interest and penalties in Provision for income taxes in the Consolidated Statements of Operations.

Derivative Financial Instruments

3 unchanged sentences

Interest rate swap agreements, which have been used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value.

These derivative financial instruments are accounted for as fair value hedges that increase or decrease the value of the Senior Notes with the offset being recorded as a component of other long-term assets or liabilities, as applicable.

As the specific terms and notional amounts of the derivative financial instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations.

Cash flows from the interest rate swaps are including in operating activities.

These derivative financial instruments are accounted for as fair value hedges that increase or decrease the value of the Company’s senior notes with the offset being recorded as a component of other long-term assets or liabilities, as applicable.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

accordingly, there is no impact to the Company’s Consolidated Statements of Operations.

Cash flows from the interest rate swaps are including in operating activities within the Consolidated Statements of Cash Flows.

Cross currency swap agreements, which have been used by the Company to hedge the foreign currency exposure of its net investment in a foreign subsidiary denominated in non-U.S.

1 unchanged sentence

Changes in the fair value of the cross-currency swaps are charged or credited through Accumulated other comprehensive income in the Consolidated Balance Sheet until the hedged item is recognized in earnings.

The cumulative amount of the fair value hedging adjustments are recognized as currency translation within the Consolidated Statements of Comprehensive Earnings.

The cumulative amount of the fair value hedging adjustments are recognized as Foreign currency translation adjustments within the Consolidated Statements of Comprehensive Earnings.

Foreign currency forward contracts, which have been used by the Company to hedge foreign currency receivables, are recognized as assets or liabilities at their fair value.

1 unchanged sentence

The contracts are short-term in nature and the fair value of these contracts is based on market prices for comparable contracts.

The fair value of these contracts is not significant as of December 31, 2023 and 2022.

Fair Value of Financial Instruments

5 unchanged sentences

dollars at the monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates and equity accounts are translated at historical exchange rates.

Translation adjustments are accumulated in a separate component of shareholders’ equity in the consolidated balance sheets and are included in the determination of comprehensive income in the consolidated statements of comprehensive earnings and consolidated statements of changes in shareholders’ equity.

Transaction gains and losses are included in the determination of net income in the consolidated statements of operations.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Translation adjustments are accumulated in a separate component of Shareholders’ equity in the Consolidated Balance Sheets and are included in the determination of comprehensive earnings in the Consolidated Statements of Comprehensive Earnings and Consolidated Statements of Changes in Shareholders’ Equity.

Transaction gains and losses are included in the determination of Net earnings in the Consolidated Statements of Operations.

DISCONTINUED OPERATIONS

A discontinued operation may include a component or a group of components of the Company's operations.

A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the following occurs:

(i) a component (or group of components) meets the criteria to be classified as held for sale;

(ii) the component or group of components is disposed of by sale;

or (iii) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off).

For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented.

The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet for prior periods.

The spin-off of Fortrea was achieved through the Company’s pro-rata distribution of 100% of the outstanding shares of Fortrea Common Stock to holders of record of Labcorp Common Stock.

Each holder of record of Labcorp Common Stock received one share of Fortrea Common Stock for every share of Labcorp Common Stock held at 5:00 p.m., Burlington, North Carolina, time on June 20, 2023, the record date for the distribution (Distribution Date).

The Company received external opinions from tax counsel and a private letter ruling from the U.S.

Internal Revenue Service (the “IRS”) regarding the qualification of the spin-off of Fortrea as tax-free to Fortrea, the Company and the shareholders of the Company for U.S.

On June 30, 2023 (the Distribution Date), Labcorp completed the previously announced separation from the Company of Fortrea, formerly the Company’s CDCS business, into a separate, publicly traded company.

All historical operating results of Fortrea are presented as Earnings from discontinued operations, net of tax, in the Consolidated Statements of Operations.

The Spin-off is expected to be treated as tax-free for the Company and its shareholders for U.S.

federal income tax purposes.

In June 2023, Fortrea, prior to the spin-off and while a subsidiary of the Company, issued $ 570.0 of 7.500 % senior secured notes due 2030 (the Fortrea Notes).

The proceeds from the Fortrea Notes were used to fund cash payments of approximately $ 1,600.0 to the Company in connection with the spin-off.

The Company does not guarantee the Fortrea Notes.

Also in June 2023, Fortrea entered into three floating secured overnight financing rate (SOFR) credit facilities totaling $ 1,520.0 .

These are comprised of a $ 450.0 Revolver maturing June 30, 2028;

a $ 500.0 Term Loan A maturing June 30, 2028;

and a $ 570.0 Term Loan B maturing June 30, 2030.

The Spin-off was achieved through the Company’s pro-rata distribution of 100% of the outstanding shares of Fortrea common stock to holders of record of Labcorp common stock.

Each holder of record of Labcorp common stock received one share of Fortrea common stock for every share of Labcorp common stock.

In connection with the Spin-off, the Company entered into several agreements with Fortrea on or prior to the Distribution Date that, among other things, provide a framework for the Company’s relationship with Fortrea after the Spin-off, including a separation and distribution agreement, a tax matters agreement, an employee matters agreement, and a transition services agreement.

These agreements contain the key provisions relating to the Spin-off, including provisions relating to the principal intercompany transactions required to effect the Spin-off, the conditions to the Spin-off and provisions governing the relationship between Fortrea and the Company after the Spin-off.

The costs to provide these services are included in operating income and the service fees earned are included in other income.

The costs to provide these services are included in Operating income and the service fees earned are included in Other, net in the Consolidated Statements of Operations.

Financial Information of Discontinued Operations

Earnings from discontinued operations, net of tax in the Consolidated Statements of Operations reflect the after-tax results of Fortrea’s business and Spin-off-related fees, and do not include any allocation of general corporate overhead expense or interest expense of the Company.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The following table summarizes the significant line items included in Earnings from discontinued operations, net of tax in the Consolidated Statements of Operations for the years ended December 31, 2023, and 2022:

For the Year Ended December 31,

2023 2022 2021

Year Ended December 31,

Revenues $ 1,506.6 $ 3,012.9

12 unchanged sentences

Provision for income taxes 6.8 68.1

Net earnings attributable to Laboratory Corporation of America Holdings $ 38.8 $ 277.1 $ 181.9

The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2022:

Current assets:

Cash and cash equivalents $ 109.4

Accounts receivable, net 436.5

Unbilled services 583.6

Prepaid expenses and other 96.6

Total current assets 1,226.1

Property, plant and equipment, net 162.1

Goodwill, net 1,997.3

Intangible assets, net 823.3

Deferred income taxes 1.2

Other assets, net 54.3

Total assets $ 4,264.3

Current liabilities:

Accounts payable $ 82.6

Accrued expenses and other 281.8

Unearned revenue 271.5

Short-term operating lease liabilities 21.7

Total current liabilities 657.6

Operating lease liabilities 26.8

Deferred income taxes and other tax liabilities 192.8

Other liabilities 21.7

Total liabilities $ 898.9

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Net earnings attributable to Labcorp Holdings Inc.

$ 38.8 $ 277.1

Description of Revenues

Dx attributes revenues to a geographical region based upon where the diagnostic test is performed, while BLS attributes revenues to a geographical region based upon where the services are performed.

The Company's revenue by segment payers/customer groups for the years ended December 31, 2023, 2022 and 2021 is as follows:

For the Year Ended

December 31, 2023 For the Year Ended

December 31, 2022 For the Year Ended

December 31, 2021

The Company’s revenue by segment payers/customer groups is as follows:

Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022

North America Europe Other Total North America Europe Other Total North America Europe Other Total

10 unchanged sentences

The following is a description of the current revenue recognition policies of the Company:

Dx is an independent clinical laboratory business.

It offers a comprehensive menu of frequently requested and specialty diagnostic tests through an integrated network of primary and specialty laboratories across the U.S.

In addition to diagnostic testing along with occupational and wellness testing for employers and forensic DNA analysis, Dx also offered a range of other testing services.

Within the Dx segment, a majority of the revenue transactions initiated when Dx receives a requisition order to perform a diagnostic test.

The information provided on the requisition form is used to determine the party that will be billed for the testing performed and the expected reimbursement.

Dx offers a comprehensive menu of frequently requested and specialty diagnostic tests through an integrated network of primary and specialty laboratories across the U.S.

In addition to diagnostic testing along with occupational and wellness testing for employers and forensic deoxyribonucleic acid analysis, Dx also offered a range of other testing services.

Within the Dx segment, a majority of the revenue transactions initiated when Dx receives a requisition form to perform a diagnostic test.

The information provided on the requisition form is used to determine the party that will be billed for the testing

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

performed and the expected reimbursement.

Dx recognizes revenue and satisfies its performance obligation for services rendered when the testing process is complete, and the associated results are reported.

The Dx segment also enters into agreements that have monthly and non-testing-based fees which are recognized each month as the services are provided.

Revenues are distributed among four payer portfolios - clients, patients, Medicare and Medicaid and third party.

Revenues are distributed among four payer portfolios:

clients, patients, Medicare and Medicaid, and third party.

Dx considers negotiated discounts and anticipated adjustments, including historical collection experience for the payer portfolio, when revenues are recorded.

2 unchanged sentences

Generally, client sales are recorded on a fee-for-service basis at Dx’s client list price, less any negotiated discount.

A portion of client billing is for laboratory management services, collection kits and other non-testing services or products.

A portion of client billing is for laboratory management services, collection kits and other non-testing offerings.

In these cases, revenue is recognized when services are rendered or delivered.

2 unchanged sentences

Dx bills insured patients as directed by their health plan and after consideration of the fees and terms associated with an established health plan contract.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Medicare and Medicaid

17 unchanged sentences

BLS revenue is generally recognized over time, as the services are delivered to the customer, based on the extent of progress towards completion of the performance obligation.

The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided.

The selection of the method to measure progress towards completion requires judgment and is based on the nature of the services to be provided.

The majority of the segment’s contracts contain a single performance obligation, as the segment provides a significant service of integrating all promises in the contract and the promises are highly interdependent and interrelated with one another.

1 unchanged sentence

If a price list is not available, BLS will estimate the transaction price using either market prices or an “expected cost plus margin” approach.

The total contract value is estimated at the beginning of the contract, and is equal to the amount expected to be billed to the customer.

The total contract value is estimated at the beginning of the contract, and is equal to the amount expected to be billed to the

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

These contracts generally take the form of fixed-price or fee-for-service arrangements subject to pricing adjustments based on changes in scope.

6 unchanged sentences

Fee-for-service contracts are typically priced based on transaction volume or time and materials.

For volume-based contracts the contract value is entirely variable and revenue is recognized as the specific product or service is completed.

For volume-based contracts, the contract value is entirely variable, and revenue is recognized as the specific service is completed.

For services billed based on time and materials, revenue is recognized using the right to invoice practical expedient.

5 unchanged sentences

Termination fees are included in revenues when services have been performed and realization is assured.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

BLS incurs sales commissions in the process of obtaining contracts with customers, which are recoverable through the service fees in the contract.

2 unchanged sentences

The amortization period of sales commissions ranges from approximately 1 to 5 years, depending on the business.

For businesses that enter primarily short-term contracts, BLS applies the practical expedient which allows costs to obtain a contract to be expensed when incurred if the amortization period of the assets that would otherwise have been recognized is one year or less.

Amortization of assets from sales commissions is included in selling, general, and administrative expense.

BLS incurs costs to fulfill contracts with customers, which are recoverable through the service fees in the contract.

Contract fulfillment costs include software implementation costs and setup costs for certain services.

These costs are recognized as assets and amortized over the expected term of the contract to which the implementation relates, which is the period over which services are expected to be provided to the customer.

This period typically ranges from 2 to 5 years.

Amortization of deferred contract fulfillment costs is included in cost of goods sold.

For businesses that enter into primarily short-term contracts, BLS applies the practical expedient, which allows costs to obtain a contract to be expensed when incurred if the amortization period of the assets that would otherwise have been recognized is one year or less.

Amortization of assets from sales commissions is included in Selling, general, and administrative expense in the Consolidated Statements of Operations.

Accounts Receivable, Unbilled Services, and Unearned Revenue

Differences in the timing of revenue recognition and associated billing and cash collections result in recording accounts receivable, unbilled services and unearned revenue in the consolidated balance sheet.

Differences in the timing of revenue recognition and associated billing and cash collections result in recording accounts receivable, unbilled services, and unearned revenue in the Consolidated Balance Sheets.

Payments received in advance of services being provided are contract liabilities recognized as unearned revenue.

2 unchanged sentences

All contract assets are billable to customers within one year from the respective balance sheet date.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

The following table provides information about accounts receivable, unbilled services, and unearned revenue from contracts with customers:

December 31, 2023 December 31, 2022

Dx accounts receivable $ 1,259.3 $ 1,135.2

BLS accounts receivable 729.5 810.8

Less BLS allowance for doubtful accounts ( 32.7 ) ( 30.8 )

Accounts receivable $ 1,913.3 $ 1,785.5

Less BLS allowance for credit losses ( 44.7 ) ( 32.7 )

Accounts receivable, net $ 1,944.1 $ 1,913.3

Gross unbilled services $ 160.5 $ 192.9

4 unchanged sentences

Credit Loss Rollforward

BLS estimates future expected losses on accounts receivable, unbilled services and notes receivable over the remaining collection period of the instrument.

The rollforward for the allowance for credit losses for the year ended December 31, 2023, is as follows:

Accounts Receivable Unbilled Services Note and Other Receivables Total

Allowance for credit losses as of December 31, 2021 $ 9.8 $ 13.9 $ 0.7 $ 24.4

BLS estimates future expected losses on accounts receivable and unbilled services over the remaining collection period of the instrument.

The rollforward for the allowance for credit losses is as follows:

Accounts Receivable Unbilled Services Total

Allowance for credit losses at December 31, 2022 $ 30.8 $ 10.5 $ 41.3

Credit loss expense 6.3 — 6.3

Write-offs ( 4.4 ) ( 3.0 ) ( 7.4 )

Allowance for credit losses as of December 31, 2022 $ 30.8 $ 10.5 $ 0.7 $ 42.0

Allowance for credit losses at December 31, 2023 32.7 7.5 40.2

Credit loss expense 14.6 0.1 14.7

Write-offs ( 2.2 ) — ( 2.2 )

Ending allowance for credit losses as of December 31, 2023 $ 32.7 $ 7.5 $ 0.7 $ 40.9

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Foreign currency impact ( 0.4 ) — ( 0.4 )

Allowance for credit losses at December 31, 2024 $ 44.7 $ 7.6 $ 52.3

The credit loss expense in the year ended December 31, 2024, was mainly related to the collection risk for specific biotechnology receivable balances.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

During the year ended December 31, 2024, the Company acquired several businesses and related assets for cash of approximately $ 839.0 .

The preliminary purchase considerations for these acquisitions were allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including approximately $ 340.8 in identifiable intangible assets and a residual amount of tax-deductible goodwill of approximately $ 296.9 The goodwill reflects the Company's expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets.

The amortization period for non-compete agreements and customer list assets acquired from these businesses are 5 and 15 years, respectively.

These acquisitions were made primarily to extend the Company's geographic reach in important market areas and to partner with hospitals and health systems.

The purchase price allocations for these acquisitions have not been finalized as of December 31, 2023.

The preliminary valuation of acquired assets and assumed liabilities, include the following:

Jefferson Health Enzo BioChem Providence Health and Services - Oregon Tufts Medicine Legacy Other Business Acquisitions Measurement Period Adjustments Amounts Acquired During the Year Ended December 31, 2023

Accounts receivable $ — $ ( 2.8 ) $ — $ — $ — $ 2.0 $ 0.2 $ ( 0.6 )

These acquisitions consisted of the clinical and outreach businesses of Baystate Medical Center ($ 120.5 ), Providence Medical Foundation ($ 55.1 ), Westpac Labs, Inc.

($ 97.7 ), Invitae Corporation ($ 240.8 ), BioReference Health ($ 237.6 ), and other business acquisitions ($ 87.9 ).

A residual amount of tax deductible goodwill of approximately $ 299.9 was recorded as of December 31, 2024.

The weighted-average amortization period for non-compete agreements, customer relationships, trade names, and technology assets acquired from these businesses are 5.0 , 14.4 , 2.0 , and 11.0 years, respectively.

The purchase price allocations for these acquisitions were preliminary at December 31, 2024.

The valuation of acquired assets and assumed liabilities include the following:

Baystate Medical Center Providence Medical Foundation Westpac Labs, Inc.

Invitae Corp.

BioReference Health Other Business Acquisitions Measurement Period Adjustments Amounts Acquired During the Year Ended December 31, 2024

Inventories $ — $ — $ 1.8 $ 12.1 $ — $ — $ 2.0 $ 15.9

3 unchanged sentences

Intangible assets 79.8 29.2 50.8 113.2 121.1 46.2 44.3 484.6

Other assets 2.2 — — — — 17.9 — 20.1

Total assets acquired 157.7 56.0 97.7 302.4 237.6 88.5 ( 7.8 ) 932.1

Accounts payable — — — — — 1.2 — 1.2

Accrued expenses and other — — — — — — ( 3.9 ) ( 3.9 )

Deferred income taxes — — — — — — ( 2.3 ) ( 2.3 )

Other liabilities — — — — — ( 4.1 ) — ( 4.1 )

Unearned revenue — — — 3.3 — — ( 3.3 ) —

Lease liabilities 7.2 0.9 — 58.3 — 0.6 — 67.0

Total liabilities acquired 7.2 0.9 — 61.6 — 0.6 ( 7.2 ) 63.1

Net assets acquired 150.5 55.1 97.7 240.8 237.6 87.9 ( 0.6 ) 869.0

Less 2023 escrow payment 30.0 — — — — — — 30.0

Cash paid for acquisitions $ 120.5 $ 55.1 $ 97.7 $ 240.8 $ 237.6 $ 87.9 $ ( 0.6 ) $ 839.0

On September 17, 2024, the Company announced that it entered into an agreement with Cinven, Inc.

to acquire a 15 % minority interest in SYNLAB, a leader in medical diagnostic services and specialty testing in Europe, for approximately $ 155.9 (€ 140.0 ).

The transaction is anticipated to close in early 2025, subject to customary closing conditions for a transaction of this type, including applicable regulatory approvals.

The Company will acquire the minority interest through an intermediate holding company that will be established to hold the investment with SYNLAB and will be represented on the holding company board with Cinven, Inc.

and other investors.

Unaudited Pro Forma Information for 2024 Acquisitions

Had the aggregate of the Company's 2023 acquisitions been completed as of January 1, 2022, the Company's pro forma results would have been as follows:

Years Ended December 31,

Had the aggregate of the Company’s 2024 acquisitions been completed at January 1, 2023, the Company’s pro forma results would have been as follows:

Year Ended December 31,

Revenues $ 13,353.6 $ 12,716.4

Earnings from continuing operations

397.2 1,030.3

During the year ended December 31, 2022, the Company acquired various businesses and related assets for approximately $ 1,164.0 in cash (net of cash acquired).

The purchase consideration for all acquisitions year to date has been allocated to the estimated fair market value of the net assets acquired, including approximately $ 542.3 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $ 598.5 .

The amortization periods for intangible assets acquired from these transactions range from 15 to 19 years for customer relationships, 15 years for patents and technology, 5 years for non-compete agreements, and 5 to 10 years for trade names.

These acquisitions were made primarily to extend the Company's geographic reach in important market areas and enhance the Company's scientific differentiation.

The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill.

The goodwill reflects the Company's expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets.

The purchase price allocation for several of these transaction was preliminary for the year ended December 31, 2022.

The areas of the purchase

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Net earnings attributable to LHI $ 761.8 $ 423.3

During the year ended December 31, 2024, the Company sold the assets of its Beacon Laboratory Benefit Solutions, Inc.

for $ 13.5 and recorded a gain of $ 6.4 .

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

price allocation that were not yet finalized related primarily to property, plant and equipment, intangible assets, goodwill and deferred income taxes.

A summary of the net assets acquired in 2022 for these businesses is included below:

Preliminary Personal Genome Diagnostics Inc.

Preliminary Ascension Healthcare Other Acquisitions Measurement Period Adjustments Amounts Acquired During Year Ended December 31, 2022

During the year ended December 31, 2023, the Company acquired several businesses and related assets for cash of approximately $ 671.5 .

The goodwill reflects the Company’s expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets.

The amortization period for non-compete agreements and customer list assets acquired from these businesses are 5 and 15 years, respectively.

These acquisitions were made primarily to extend the Company’s geographic reach in important market areas and to partner with hospitals and health systems.

The purchase price allocations for these acquisitions were preliminary at December 31, 2023.

The preliminary valuation of acquired assets and assumed liabilities, include the following:

Accounts receivable $ — $ ( 2.8 ) $ — $ — $ — $ 2.0 $ 0.2 $ ( 0.6 )

Unbilled services 2.9 — — ( 3.2 ) ( 0.3 )

Inventories — — 1.3 — — — — 1.3

1 unchanged sentence

Property, plant and equipment — — 4.7 — 3.3 6.5 ( 1.5 ) 13.0

Deferred income taxes 17.5 — — 15.2 32.7

Goodwill 50.8 54.1 50.7 73.8 49.0 18.5 ( 29.4 ) 267.5

4 unchanged sentences

Accrued expenses and other — — 3.9 — — 1.2 ( 8.3 ) ( 3.2 )

Unearned revenue 3.3 — — ( 2.6 ) 0.7

Lease liabilities — 2.9 — — 2.9

Deferred income taxes — — — — — — ( 2.3 ) ( 2.3 )

Other liabilities — — — — — ( 4.1 ) — ( 4.1 )

2 unchanged sentences

Unaudited Pro Forma Information for 2023 Acquisitions

Had the aggregate of the Company's 2022 acquisitions been completed as of January 1, 2021, the Company's pro forma results would have been as follows:

Years Ended December 31,

Had the aggregate of the Company’s 2023 acquisitions been completed at January 1, 2022, the Company’s pro forma results would have been as follows:

Year Ended December 31,

Revenues $ 12,350.1 $ 12,126.3

3 unchanged sentences

The amortization periods for intangible assets acquired from these businesses range from 15 to 19 years for customer relationships, 5 to 15 years for patents and technology, 5 years for non-compete agreements, and 10 years for trade names.

These acquisitions were made primarily to extend the Company’s geographic reach in important market areas and enhance the Company’s scientific differentiation.

1 unchanged sentence

A summary of the net assets acquired in 2021 for these businesses is included below:

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

The purchase price allocation for several of these transactions were preliminary at December 31, 2022.

The areas of the purchase price allocation

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Amounts Acquired During Year Ended December 31, 2021

that were not yet finalized related primarily to Property, plant and equipment, Intangible assets, Goodwill and Deferred income taxes.

A summary of the net assets acquired in 2022 for these businesses is included below:

Preliminary Personal Genome Diagnostics Inc.

Preliminary Ascension Healthcare Other Acquisitions Measurement Period Adjustments Amounts Acquired During Year Ended December 31, 2022

Accounts receivable $ 4.1 $ — $ ( 1.3 ) $ ( 2.3 ) $ 0.5

3 unchanged sentences

Property, plant and equipment 9.9 43.5 0.1 — 53.5

Deferred income taxes 17.5 — — 15.2 32.7

Goodwill 346.8 125.0 126.7 ( 40.4 ) 558.1

Intangible assets 136.6 233.2 172.5 30.4 572.7

Other assets 12.5 — 2.3 ( 2.3 ) 12.5

Total assets acquired 534.0 426.7 300.6 ( 2.6 ) 1,258.7

2 unchanged sentences

Unearned revenue 3.3 — — ( 2.6 ) 0.7

Lease liabilities — 2.9 — — 2.9

Other liabilities 14.6 — — — 14.6

2 unchanged sentences

Unaudited Pro Forma Information for 2022 Acquisitions

Had the aggregate of the Company's 2021 acquisitions been completed as of January 1, 2021, the Company's pro forma results would have been as follows:

Years Ended December 31, 2021

Had the aggregate of the Company’s 2022 acquisitions been completed at January 1, 2021, the Company’s pro forma results would have been as follows:

Year Ended December 31,

Revenues $ 11,984.7 $ 13,325.7

Earnings from continuing operations

$ 1,006.8 $ 2,182.4

RESTRUCTURING AND OTHER CHARGES

Restructuring and other charges represent amounts incurred in connection with the elimination of redundant positions and facilities within the organization in connection with cost saving initiatives, the spin-off of Fortrea, and acquisitions or dispositions of businesses by the Company.

During 2024, the Company recorded net restructuring charges of $ 46.0 .

The charges were comprised of $ 33.4 in severance and other personnel costs, $ 22.3 in facility-related costs primarily associated with general integration activities.

The charges were comprised of $ 43.0 in severance and other personnel costs and $ 5.9 in facility-related costs primarily associated with general integration activities.

The charges were offset by the reversal of a previously established liability of $ 2.5 in unused severance and $ 0.4 in unused facility-related costs.

3 unchanged sentences

During 2022, the Company recorded net restructuring charges of $ 54.0 .

The charges were comprised of $ 12.4 in severance and other personnel costs, $ 12.0 in facility-related costs primarily associated with general integration activities.

The charges were comprised of $ 24.8 in severance and other personnel costs and $ 31.1 in facility-related costs primarily associated with general integration activities.

The charges were offset by the reversal of a previously established liability of $ 1.4 in unused severance and $ 0.5 in unused facility-related costs.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

The following represents the Company’s restructuring activities for the period indicated:

The following represents the Company’s restructuring activities:

Severance and Other

1 unchanged sentence

Facility Costs Total

Balance as of December 31, 2021 $ 3.7 $ 1.6 $ 5.3

Liability balance at December 31, 2022 $ 2.1 $ 9.4 $ 11.5

Restructuring charges 33.4 22.3 55.7

1 unchanged sentence

Cash payments and other adjustments ( 26.2 ) ( 13.8 ) ( 40.0 )

Balance as of December 31, 2022 2.1 9.4 11.5

Liability balance at December 31, 2023 7.6 13.0 20.6

Restructuring charges 43.0 5.9 48.9

1 unchanged sentence

Cash payments and other adjustments ( 39.7 ) ( 5.6 ) ( 45.3 )

Balance as of December 31, 2023 $ 7.6 $ 13.0 $ 20.6

Current $ 9.5

Non-current 11.1

The non-current portion of the restructuring liabilities is expected to be paid out over 9.7 years.

Cash payments and other adjustments include the reclassification of profit sharing, pension, and holiday accrual.

Liability balance at December 31, 2024 $ 8.4 $ 12.9 $ 21.3

Liability balance classified as current $ 10.9

Liability balance classified as non-current 10.4

Total liability balance as of December 31, 2024 $ 21.3

The non-current portion of the restructuring liability balance is expected to be paid out over 8.7 years.

The Company has operating and finance leases for patient service centers, laboratories and testing facilities, clinical facilities, general office spaces, vehicles, and office and laboratory equipment.

1 unchanged sentence

The components of lease expense were as follows:

For the Year Ended

December 31, 2023 December 31, 2022

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 220.9 $ 202.6 $ 198.1

4 unchanged sentences

Supplemental cash flow information related to leases was as follows:

For the Year Ended

December 31, 2023 December 31, 2022

Year Ended December 31,

2024 2023 2022

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ ( 209.7 ) $ ( 200.2 )

Operating cash flows from finance leases ( 4.8 ) ( 5.2 )

Financing cash flows from finance leases ( 12.6 ) ( 12.3 )

Operating cash flows used from operating leases $ ( 229.7 ) $ ( 209.7 ) $ ( 200.2 )

Operating cash flows used from finance leases $ ( 4.4 ) $ ( 4.8 ) $ ( 5.2 )

Financing cash flows used from finance leases $ ( 11.9 ) $ ( 12.6 ) $ ( 12.3 )

ROU assets obtained in exchange for lease obligations:

1 unchanged sentence

Finance leases $ 23.9 $ 2.3 $ —

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Supplemental balance sheet information related to leases was as follows:

December 31, 2023 December 31, 2022

Operating Leases:

8 unchanged sentences

Total finance lease liabilities $ 80.4 $ 85.0

Weighted Average Remaining Lease Term

Weighted-average Remaining Lease Term (in Years):

Operating leases 8.2 8.4

4 unchanged sentences

Maturities of lease liabilities are as follows:

Year Ended December 31, 2023 Operating Leases Finance Leases

December 31, 2024

Operating Leases Finance Leases

2025 $ 216.5 $ 9.9

2026 167.7 8.9

2027 124.0 8.6

2028 94.1 8.0

2029 73.0 7.6

Thereafter 351.4 70.6

3 unchanged sentences

Total maturities, due beyond one year $ 676.3 $ 74.3

The Company elected, for all classes of underlying assets, to account for lease components and non-lease components as a single lease component.

Rent expense for short term leases with a term less than one year for the years ended December 31, 2024, 2023, and 2022 amounted to $ 31.1 , $ 31.9 , $ 22.2 , respectively.

1 unchanged sentence

Total variable payments for the year ended December 31, 2024, 2023, and 2022 were $ 32.4 , $ 32.7 , and $ 27.9 , respectively.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

PROPERTY, PLANT AND EQUIPMENT, NET

December 31, 2023 December 31, 2022

Range of Useful Lives (in Years) 2024 2023

Land $ 112.3 $ 98.8

2 unchanged sentences

Software 3 - 10 1,023.1 924.7

Leasehold improvements 515.8 484.0

Furniture and fixtures 5 - 10 105.9 106.5

Leasehold improvements 1

Construction in progress 333.4 342.2

3 unchanged sentences

$ 3,045.4 $ 2,911.8

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

1 Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related leases.

Depreciation expense and amortization of Property, plant and equipment was $ 387.1 , $ 361.1 and $ 343.6 for 2024, 2023 and 2022, respectively, including software amortization of $ 87.6 , $ 76.6 , and $ 75.7 for 2024, 2023 and 2022, respectively.

GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill (net of impairment) for the years ended December 31, 2023 and 2022 were as follows:

The changes in the carrying amount of Goodwill, net of impairment, were as follows:

December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

Balance as of January 1 $ 4,533.5 $ 4,046.2 $ 1,590.2 $ 1,844.8 $ 6,123.7 $ 5,891.0

Beginning balance $ 4,813.9 $ 4,533.5 $ 1,328.6 $ 1,590.2 $ 6,142.5 $ 6,123.7

Goodwill acquired during the year 299.9 296.9 — — 299.9 296.9

1 unchanged sentence

Foreign currency impact and other adjustments to goodwill ( 11.3 ) ( 16.5 ) ( 61.4 ) 72.0 ( 72.7 ) 55.5

Balance at end of year $ 4,813.9 $ 4,533.5 $ 1,328.6 $ 1,590.2 $ 6,142.5 $ 6,123.7

Ending balance $ 5,102.5 $ 4,813.9 $ 1,267.2 $ 1,328.6 $ 6,369.7 $ 6,142.5

During 2024, the Company did not record a goodwill or intangible asset impairment charge.

During 2023, the Company recorded goodwill and other asset impairment charges of $ 349.0 which was primarily comprised of $ 333.6 of goodwill impairment for the ED reporting unit.

During 2022, the Company recorded goodwill and other asset impairment charges of $ 261.7 which was primarily comprised of goodwill impairment for the ED reporting unit and the impairment of a technology intangible asset.

The cumulative goodwill impairment for the Company through December 31, 2024, and 2023 was $ 648.5 and relates entirely to the ED reporting unit, which has no remaining goodwill balance, of the BLS segment.

The components of identifiable intangible assets are as follows:

December 31, 2023 December 31, 2022

Range of Useful Lives

(in Years) December 31, 2024 December 31, 2023

Amount Accumulated

4 unchanged sentences

Patents, licenses, and technology 1

3 - 15 646.9 ( 298.3 ) 348.6 526.6 ( 273.3 ) 253.3

Non-compete agreements 3 - 5 180.2 ( 83.9 ) 96.3 130.3 ( 60.4 ) 69.9

Trade names 16.4 ( 6.1 ) 10.3 16.4 ( 3.5 ) 12.9

Land use rights 3.5 ( 2.7 ) 0.8 3.5 ( 2.2 ) 1.3

Other definite-lived intangible assets 1 - 15 39.9 ( 21.5 ) 18.4 34.1 ( 15.5 ) 18.6

Canadian licenses 451.6 — 451.6 498.8 — 498.8

Content 5.1 ( 4.7 ) 0.4 5.1 ( 4.2 ) 0.9

In process research and development 9.1 ( 2.0 ) 7.1 9.1 — 9.1

$ 5,433.3 $ ( 1,944.4 ) $ 3,488.9 $ 5,058.4 $ ( 1,716.4 ) $ 3,342.0

During 2023, the Company recorded goodwill and other asset impairment charges of $ 349.0 which was primarily comprised of $ 333.6 of goodwill impairment for the ED reporting unit.

During 2022, the Company recorded goodwill and other asset impairment charges of $ 261.7 which was primarily comprised of goodwill impairment and the impairment of a technology intangible asset.

The cumulative goodwill impairment for the Company through December 31, 2023 was $ 648.5 and relates completely to the ED reporting unit of the BLS segment.

In December 2020, the Company undertook a rebranding initiative and reduced the estimated useful life of its trade name assets to reflect their anticipated use through December 2021.

This change in estimated useful life resulted in accelerated amortization of $ 30.8 in 2021.

A summary of amortizable intangible assets acquired during 2023, and their respective weighted average amortization periods are as follows:

1 Includes $ 105.9 and $ 87.5 of indefinite-lived intangible assets at December 31, 2024, and 2023, respectively.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

A summary of intangible assets acquired during 2024, and their respective weighted-average amortization periods are as follows:

Amount Weighted-average

2 unchanged sentences

Non-compete agreements 55.5 5.0

Trade name 5.8 2.0

Technology 107.0 11.0

Amortization of intangible assets was $ 256.4 , $ 219.8 and $ 193.6 in 2024, 2023, and 2022, respectively.

Amortization expense of intangible assets is estimated to be $ 235.4 in fiscal 2024, $ 225.7 in fiscal 2025, $ 216.8 in fiscal 2026, $ 205.5 in fiscal 2027, $ 197.3 in fiscal 2028, and $ 1,675.0 thereafter.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Amortization expense of intangible assets is estimated to be $ 271.6 in 2025, $ 261.2 in 2026, $ 248.3 in 2027, $ 240.6 in 2028, $ 226.9 in 2029, and $ 1,682.8 thereafter.

ACCRUED EXPENSES AND OTHER

December 31, 2023 December 31, 2022

Employee compensation and benefits $ 495.4 $ 431.4

3 unchanged sentences

OTHER LIABILITIES

December 31, 2023 December 31, 2022

Deferred compensation plan obligation $ 132.5 $ 107.4

4 unchanged sentences

$ 517.4 $ 409.3

Short-term borrowings and current portion of long-term debt at December 31, 2023, and 2022 consisted of the following:

December 31, 2023 December 31, 2022

Short-term borrowings and current portion of long-term debt consisted of the following:

3.60% senior notes due 2025 $ 1,000.0 $ —

4 unchanged sentences

Total short-term borrowings and current portion of long-term debt $ 1,000.3 $ 999.8

Long-term debt at December 31, 2023, and 2022 consisted of the following:

December 31, 2023 December 31, 2022

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Long-term debt consisted of the following:

3.60% senior notes due 2025 $ — $ 1,000.0

6 unchanged sentences

4.80% senior notes due 2034 850.0 —

4.70% senior notes due 2045 900.0 900.0

Debt issuance costs ( 42.3 ) ( 26.3 )

AR Facility 300.0 —

Note payable 0.3 0.6

1 unchanged sentence

Credit Facilities

On June 3, 2019, the Company entered into a $ 850.0 term loan (the 2019 Term Loan).

The Company fully repaid the remaining 2019 Term Loan balance during the first quarter of 2021.

The Company maintains a senior revolving credit facility, which was amended and restated on April 30, 2021.

The Company maintains a senior revolving credit facility, which was amended and restated on January 13, 2023.

It consists of a five-year revolving facility in the principal amount of up to $ 1,000.0 , with the option of increasing the facility by up to an additional $ 500.0 , subject to the agreement of one or more new or existing lenders to provide such additional amounts and certain other customary conditions.

2 unchanged sentences

The revolving credit facility is permitted to be used for general corporate purposes, including working capital, capital expenditures, funding of share repurchases and certain other payments, acquisitions, and other investments.

There were no balances outstanding on the Company's current revolving credit facility at December 31, 2023, or

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

There were no balances outstanding on the Company’s current revolving credit facility at December 31, 2024, or December 31, 2023.

At December 31, 2024, the effective interest rate on the revolving credit facility was 5.47 %.

The credit facility expires on April 30, 2026.

Under the Company’s revolving credit facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers and the Company is required to maintain certain leverage ratios.

The Company was in compliance with all covenants in its term loans and the revolving credit facility at December 31, 2024, and expects that it will remain in compliance with its existing debt covenants for the next twelve months.

There were $ 102.7 in outstanding letters of credit at December 31, 2024.

On August 23, 2024, the Company and a bankruptcy-remote special purpose vehicle (SPV) entered into an accounts receivable securitization facility with PNC Bank, National Association (PNC) with a three-year term (AR Facility).

The AR Facility allows the Company to borrow from PNC an amount of up to $ 300.0 through August of 2027 and may increase up to $ 700.0 , subject to the satisfaction of certain conditions.

The SPV is a variable interest entity for which the Company is the primary beneficiary.

The SPV’s sole business consists of the continuous purchase of receivables from the Company which is used as collateral for the loan with PNC.

Although the SPV is included in the Company’s Consolidated Financial Statements, it is a separate legal entity with separate creditors.

Upon the transfer of ownership and control of the receivables to the SPV, the Company has no retained interests in the receivables sold and they become unavailable to the Company’s creditors should the relevant seller become insolvent.

The Company has collection and administrative responsibilities for the receivables sold to the SPV.

During the year ended December 31, 2024, the Company received loan proceeds of $ 300.0 under the AR Facility, which is included in financing activities in the Consolidated Statements of Cash Flows.

On January 31, 2025, the Company amended its AR Facility (AR Facility Amendment).

The AR Facility Amendment increased the amount the Company can borrow from $ 300.0 to $ 700.0 through August of 2027.

In addition, pursuant to the terms of the AR Facility Amendment (i) the Toronto-Dominion Bank became a party to the underlying receivables purchase agreement as a committed purchaser through January 2026.

and (ii) MUFG Bank Ltd.

and certain of its related conduit purchasers became parties to the underlying receivables purchase agreement as purchasers and the loans or investments of such

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

conduit purchasers may accrue interest as specified in the AR Facility Amendment and receivables purchase agreement.

On February 18, 2025, the Company borrowed an additional $ 225.0 under the AR Facility Amendment, bringing the amount outstanding under the AR Facility Amendment to $ 525.0 .

On September 23, 2024, LCAH (the Issuer) entered into a base indenture with U.S.

Bank Trust Company, National Association, as trustee (the Trustee) (the 2024 Indenture).

On September 23, 2024, the Company, the Issuer and the Trustee entered into supplemental indentures to the 2024 Indenture under which the Issuer issued, and the Company guaranteed, $ 2,000.0 in debt securities, consisting of $ 650.0 aggregate principal amount of 4.35 % senior notes due 2030, $ 500.0 aggregate principal amount of 4.55 % senior notes due 2032, and $ 850.0 aggregate principal amount of 4.80 % senior notes due 2034 with interest payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2025.

Net proceeds from the offering were $ 1,983.0 after deducting underwriting discounts and other estimated expenses of the offering.

The net proceeds were used to redeem or repay indebtedness and, to the extent not used for such purpose, for other general corporate purposes.

Indebtedness redeemed or repaid or to be redeemed or repaid at or prior to maturity were the Company’s 2.30 % senior notes due December 2024, its 3.60 % senior notes due February 2025, and $ 500.0 of borrowings under its revolving credit facility.

Scheduled payments of long-term debt are as follows:

December 31, 2024

As of December 31, 2023, the effective interest rate on the revolving credit facility was 6.44 %.

The credit facility expires on April 30, 2026.

Under the Company's the revolving credit facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers and the Company is required to maintain certain leverage ratios.

The Company was in compliance with all covenants in its term loans and the revolving credit facility at December 31, 2023, and expects that it will remain in compliance with its existing debt covenants for the next twelve months.

There were $ 91.3 in outstanding letters of credit as of December 31, 2023.

The scheduled payments of long-term debt at the end of 2023 are summarized as follows:

2025 $ 1,000.4

6 unchanged sentences

The Company is authorized to issue up to 30.0 shares of preferred stock, par value $ 0.10 per share.

There were no preferred shares outstanding as of December 31, 2023 and 2022.

The changes in common shares issued and held in treasury are summarized below:

Common Shares Issued

There were no preferred shares outstanding at December 31, 2024, and 2023.

The changes in the Company’s shares of Common Stock issued and held in treasury are summarized below:

Year Ended December 31,

2024 2023 2022

Common stock issued at January 1 88.2 93.1 97.5

Common stock issued under employee stock plans 0.5 0.7 0.8

Purchase of common stock ( 4.8 ) ( 5.6 ) ( 5.2 )

Common stock issued at December 31 83.9 88.2 93.1

The Company’s treasury shares are recorded at aggregate cost.

Beginning balance 83.9 88.2 93.1

Shares issued under employee stock plans 0.6 0.5 0.7

Shares repurchased ( 1.1 ) ( 4.8 ) ( 5.6 )

Ending balance 83.4 83.9 88.2

Share Repurchase Program

On July 24, 2024, the Company’s board of directors (Board) adopted a new share repurchase plan authorizing the repurchase of up to $1,000.0 maximum value of the Company’s shares in addition to the remaining amount outstanding under the previous plan.

During the twelve months ended December 31, 2024, the Company purchased 1.1 shares of its Common Stock at an average price of $ 219.57 for a total cost of $ 250.1 .

At December 31, 2024, the Company had outstanding authorization from its Board to purchase up to $ 1,280.4 maximum value of the Company’s Common Stock.

On August 8, 2023, the Company entered into accelerated share repurchase agreements (collectively, the ASR Agreements) with two different banks, Goldman Sachs & Co.

LLC and Morgan Stanley & Co.

LLC (collectively, the Financial Institutions), to repurchase approximately $ 1,000.0 in the aggregate of the Company’s Common Stock (Common Stock), as part of the Company’s Common Stock repurchase program.

LLC (collectively, the Financial Institutions), to repurchase approximately $ 1,000.0 in the aggregate of the Company’s Common Stock, as part of the Company’s Common Stock repurchase program.

The remaining repurchase authorization has no expiration date.

Under the ASR Agreements, the Company made an aggregate payment of $ 1,000.0 to the Financial Institutions and received an aggregate initial number of approximately 3.7 shares of Common Stock from the Financial Institutions, which were removed from the outstanding share count in connection with entering into the ASR Agreements.

In December 2023, the Company received 1.1 shares of its Common Stock as a final settlement from the Financial Institutions.

The average daily volume weighted average price less discount per share was $ 206.85 .

The Company has accrued $ 9.0 of excise tax related to this accelerated share repurchase which will be paid in April 2024.

During the fourth quarter of 2021, the board of directors (the Board) adopted a new share repurchase plan authorizing up to $ 2,500.0 of the Company's shares in addition to the remaining amount outstanding under the previous plan.

Under this plan, the Company commenced an Accelerated Share Repurchase (ASR) program.

At inception, the Company paid $ 1,000.0 and received 2.7 shares based on a calculation using 80% of the shares calculated at the price at the inception of the ASR agreements with two different banks, Goldman Sachs & Co.

LLC and Barclays Bank PLC.

The initial shares received under the ASR program were removed from the outstanding share count in 2021.

During the twelve months ended December 31, 2022, 0.9 shares were retired as part of this ASR program.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Additionally, during the twelve months ended December 31, 2022, the Company repurchased 4.7 shares of Common Stock at an average price of $ 233.48 per share for a total cost of $ 1,100.0 .

During 2021, the Company repurchased 5.2 shares of its common stock at an average price of $ 282.05 for a total cost of $ 1,668.5 , which included $ 1,000.0 paid as part of an ASR.

from the outstanding share count in connection with entering into the ASR Agreements.

In December 2023, the Company received 1.1 shares of its Common Stock as a final settlement from the Financial Institutions.

The average daily volume weighted-average price less discount per share was $ 206.85 .

The Company has accrued $ 9.0 of excise tax related to this accelerated share repurchase which was paid in April 2024.

During the year ended December 31, 2023, the Company repurchased 4.8 shares of Common Stock at an average price of $ 206.85 per share for a total cost of $ 1,000.0 .

During the fourth quarter of 2021, the Company’s Board adopted a share repurchase plan authorizing up to $ 2,500.0 of the Company’s shares in addition to the remaining amount outstanding under the previous plan.

When the Company repurchases shares of Common Stock, the amount paid to repurchase the shares in excess of the par or stated value is allocated to Additional paid-in-capital unless subject to limitation or the balance in Additional paid-in-capital is exhausted.

Remaining amounts are recognized as a reduction in retained earnings.

As of December 31, 2023 the remaining total available authorization was under the ASR was $ 530.4 .

For the twelve months ended December 31, 2023, the Company paid $ 254.0 in Common Stock dividends.

On January 12, 2024 , the Company announced a cash dividend of $ 0.72 per share of Common Stock for the first quarter, or approximately $61.5 in the aggregate.

The dividend will be payable on March 13, 2024 , to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on February 27, 2024 .

Remaining amounts are recognized as a reduction in Retained earnings in the Company’s Consolidated Balance Sheets.

The Company started declaring quarterly cash dividends in the second quarter of 2022, with a total of $ 2.88 per share declared in 2024 and 2023 and $ 2.16 per share declared in 2022.

On January 8, 2025 , the Company announced a cash dividend of $ 0.72 per share of Common Stock for the first quarter of 2025, or approximately $ 61.0 in the aggregate.

The dividend will be payable on March 12, 2025 , to stockholders of record of all issued and outstanding shares of Common Stock at the close of business on February 27, 2025 .

The declaration and payment of any future dividends will be at the discretion of the Company’s Board.

5 unchanged sentences

Balance at December 31, 2022 $ ( 462.3 ) $ ( 30.9 ) $ ( 493.2 )

Fortrea Holdings Inc.

spin-off 231.6 6.4 238.0

Current year adjustments 183.1 30.1 213.2

1 unchanged sentence

Amounts reclassified from Accumulated other comprehensive earnings (a)

— ( 4.6 ) ( 4.6 )

Tax effect of adjustments — ( 1.8 ) ( 1.8 )

Balance at December 31, 2023 $ ( 47.6 ) $ ( 11.7 ) $ ( 59.3 )

Fortrea Holdings Inc.

spin 231.6 6.4 238.0

Current year adjustments ( 217.1 ) ( 2.6 ) ( 219.7 )

Pension settlement charge — ( 10.9 ) ( 10.9 )

Amounts reclassified from Accumulated other comprehensive earnings (a)

2 unchanged sentences

(a) The amortization of prior service cost is included in the computation of net periodic benefit cost.

Refer to Note 16 Pension and Postretirement Plans for additional information regarding the Company's net periodic benefit cost.

The sources of income before taxes, classified between domestic and foreign entities, are as follows:

Year Ended December 31,

2024 2023 2022

2 unchanged sentences

Total pre-tax income $ 959.5 $ 568.9 $ 1,237.4

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The components of income tax expense attributable to continuing operations are as follows:

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

4 unchanged sentences

$ 232.5 $ 266.6 $ 210.2

Deferred tax expense/(benefit):

Deferred tax (benefit) expense:

Federal $ ( 6.3 ) $ ( 63.1 ) $ 15.8

5 unchanged sentences

income tax rates as follows:

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

10 unchanged sentences

Deferred tax adjustments 0.9 4.6 ( 2.6 )

Remeasurement of deferred taxes 1.3 ( 1.1 ) ( 0.1 )

Change in valuation allowance ( 2.4 ) ( 1.6 ) 0.2

Other 2.0 2.3 ( 2.6 )

1 unchanged sentence

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

December 31, 2023 December 31, 2022

Deferred tax assets:

3 unchanged sentences

Acquisition and restructuring reserves 8.9 9.2

Capitalized R&D costs 142.9 44.1

Capitalized research and design costs 194.7 142.9

Tax loss carryforwards 224.0 246.9

10 unchanged sentences

Net deferred tax liabilities $ ( 344.9 ) $ ( 374.9 )

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The table below provides a rollforward of the valuation allowance:

December 31, 2023 December 31, 2022 December 31, 2021

Year Ended December 31,

2024 2023 2022

Beginning balance $ 150.2 $ 151.3 $ 149.2

9 unchanged sentences

state tax loss carryforwards of $ 492.6 , a portion of which expire annually, and on which a valuation allowance of $ 210.4 has been provided.

In addition to federal and state tax loss carryforwards, the Company has other federal and state attribute carryforwards of $ 114.4 .

A portion of these attribute carryforwards will expire through 2024 and have a valuation allowance of $ 69.2 while the remainder have indefinite carryforward periods.

In addition to federal and state tax loss carryforwards, the Company has other federal and state attribute carryforwards of $ 29.1 , all of which have indefinite carryforward periods.

The Company has foreign tax loss carryforwards of $ 108.5 , the majority of which have indefinite carryforward periods, but a valuation allowance of $ 7.8 has been provided for jurisdictions where the future tax benefits of the attributes are not more likely than not to be realized.

Additionally, the Company has foreign tax loss carryforwards of $ 444.3 which expire periodically through 2038 and foreign tax loss carryforwards of $ 14.5 which expire periodically through 2043 that have full valuation allowances.

Additionally, the Company has foreign tax loss carryforwards of $ 444.7 which expire periodically through 2040 that have full valuation allowances and foreign tax loss carryforwards of $ 10.9 which expire periodically through 2043.

In addition to the foreign net operating losses, the Company has a foreign capital loss carryforward of $ 26.9 with an indefinite carryforward period and a full valuation allowance.

The valuation allowance decreased from $ 151.3 in 2022 to $ 150.2 in 2023 primarily due to releases of valuation allowances on certain U.S.

capital losses and state net operating losses which were offset by the establishment of valuation allowances on acquired net operating losses recorded through purchase accounting.

The valuation allowance decreased from $ 150.2 in 2023 to $ 127.2 in 2024 primarily due to releases of valuation allowances on certain state capital losses and net operating losses as well as releases of valuation allowances on certain foreign and U.S.

net operating losses due to corporate reorganizations.

Unrecognized income tax benefits were $ 32.2 and $ 29.9 at December 31, 2024, and 2023, respectively.

It is anticipated that the amount of the unrecognized income tax benefits will decrease by $ 0.2 within the next 12 months due to statute of limitation lapses;

It is anticipated that the amount of the unrecognized income tax benefits will decrease by $ 10.4 within the next 12 months due to statute of limitation lapses and the conclusion of various examinations;

however, these changes are not expected to have a significant impact on the results of operations, cash flows, or the financial position of the Company.

The Company recognizes interest and penalties related to unrecognized income tax benefits in income tax expense.

Accrued interest and penalties related to uncertain tax positions totaled $ 0.1 and $ 2.3 as of December 31, 2023, and 2022, respectively.

The Company recognizes interest and penalties related to unrecognized income tax benefits in Provision for income taxes in the Consolidated Statements of Operations.

Accrued interest and penalties related to uncertain tax positions totaled $ 0.2 and $ 0.1 at December 31, 2024, and 2023, respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 0.1 , $ 0.0 and $ 0.8 , respectively, in interest and penalties expense, which was offset by a benefit from reversing previous accruals for interest and penalties of $ 0.0 , $ 1.8 and $ 0.0 , respectively.

The following table shows a reconciliation of the unrecognized income tax benefits, excluding interest and penalties, from uncertain tax positions for the years ended December 31, 2023, 2022 and 2021:

The following table shows a reconciliation of the unrecognized income tax benefits, excluding interest and penalties, from uncertain tax positions:

Year Ended December 31,

2024 2023 2022

Balance as of January 1 $ 37.5 $ 39.6 $ 18.6

Beginning balance $ 29.9 $ 37.5 $ 39.6

Increase in reserve for tax positions taken in the current year 2.2 1.8 1.8

3 unchanged sentences

Decrease in reserve as a result of lapses in the statute of limitations ( 0.2 ) ( 8.6 ) ( 4.1 )

Balance as of December 31 $ 29.9 $ 37.5 $ 39.6

Also included in the balance of unrecognized tax benefits as of December 31, 2023, 2022 and 2021, are $ 0.0 , $ 0.0 and $ 0.9 , respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

As of December 31, 2023, 2022 and 2021 there are $ 29.9 , $ 37.5 and $ 38.7 , respectively, of tax benefits that, if recognized, would favorably impact the effective income tax rate.

Ending balance $ 32.2 $ 29.9 $ 37.5

At December 31, 2024, 2023, and 2022, there are $ 32.2 , $ 29.9 and $ 37.5 , respectively, of tax benefits that, if recognized, would favorably impact the effective income tax rate.

The Company has substantially concluded all U.S.

federal income tax matters for years through 2018 and is currently under IRS examination for tax years 2019 and 2020.

federal income tax matters for years through 2018 and is currently under Internal Revenue Service examination for tax years 2019 through 2022.

Substantially all material state and local and foreign income tax matters have been concluded through 2017 and 2018, respectively.

1 unchanged sentence

The Company believes adequate provisions have been recorded related to all open tax years.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

taxes, if any, and remit applicable withholding taxes as appropriate.

The Company has unremitted earnings and profits of $ 607.6 and $ 927.4 that are permanently reinvested in its foreign subsidiaries as of December 31, 2023, and 2022, respectively.

The Company has unremitted earnings and profits of $ 828.7 and $ 607.6 that are permanently reinvested in its foreign subsidiaries at December 31, 2024, and 2023, respectively.

A determination of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable due to the complexity and variety of assumptions necessary based on the manner in which the undistributed earnings would be repatriated.

Pillar Two legislation arising from the Organisation for Economic Co-operation and Development’s base erosion and profit shifting initiative has been enacted or substantively enacted in certain jurisdictions the Company operates.

The legislation will be effective for the Company’s financial year beginning January 1, 2024.

The legislation was effective for the Company’s financial year beginning January 1, 2024.

The Company is in scope of the enacted or substantively enacted legislation and has performed an assessment of the Company’s potential exposure to Pillar Two income taxes.

2 unchanged sentences

However, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply, and the Pillar Two effective tax rate is close to 15%.

The Company does not expect a material exposure to Pillar Two income taxes in those jurisdictions.

Accordingly, the Company has provisioned for $ 2.7 of incremental income tax expense attributable to Pillar Two.

STOCK COMPENSATION PLANS

Stock Incentive Plans

In 2016, the shareholders approved the Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (the Plan).

Under the Plan, as of December 31, 2023, there are 9.4 shares authorized for issuance and 3.5 shares available for grant.

In 2016, the shareholders approved the Labcorp Holdings Inc.

2016 Omnibus Incentive Plan (the Plan).

Under the Plan, at December 31, 2024, there are 9.0 shares authorized for issuance and 2.8 shares available for grant.

Stock Options

The following table summarizes grants of non-qualified options made by the Company to officers, key employees, and non-employee directors under all plans.

Stock options are generally granted at an exercise price equal to or greater than the fair market price per share on the date of grant.

Also, for each grant, options vest ratably over a period of three years on the anniversaries of the grant date, and have a contractual exercise period of 10 years subject to their earlier expiration or termination.

C hanges in options outstanding under the plans for the period indicated were as follows:

Stock options are typically granted at an exercise price equal to or greater than the fair market price per share on the date of grant, vest ratably over a period of three years on the anniversaries of the grant date, and have a contractual exercise period of 10 years subject to their earlier expiration or termination.

Changes in options outstanding were as follows:

Options Weighted-Average

1 unchanged sentence

per Option Weighted-Average

Contractual Term Aggregate

Contractual Term

Outstanding at December 31, 2023 0.6 $ 174.45

Granted 0.1 $ 223.94

Exercised ( 0.1 ) $ 182.68

Canceled — $ 230.58

Outstanding at December 31, 2024 0.6 $ 180.29 5.6 $ 32.1

Exercisable at December 31, 2024 0.5 $ 165.99 4.7 $ 31.2

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2023.

Cash received by the Company from option exercises, the actual tax benefit realized for the tax deductions and the aggregate intrinsic value of options exercised from option exercises under all share-based payment arrangements during the years ended December 31, 2023, 2022, and 2021 were as follows:

Year Ended December 31,

2024 2023 2022

2 unchanged sentences

Aggregate intrinsic value $ 1.6 $ 0.7 $ 8.2

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

The following table shows the weighted-average grant-date fair values of options issued during the respective year and the weighted-average assumptions that the Company used to develop the fair value estimates:

Year Ended December 31,

2024 2023 2022

3 unchanged sentences

Expected volatility 30.0 % 29.8 % 28.6 %

Expected dividend yield 1.4 % 0.9 % N/A

Expected dividend yield 1.3 % 1.4 % 0.9 %

The Black-Scholes model incorporates assumptions to value stock-based awards.

4 unchanged sentences

Groups of employees and non-employee directors that have similar exercise behavior with regard to option exercise timing and forfeiture rates are considered separately for valuation purposes.

For 2023, 2022 and 2021, expense related to the Company’s stock option plan totaled $ 3.8 , $ 4.3 and $ 3.6 , respectively, and is included in selling, general and administrative expenses.

For 2024, 2023 and 2022, expense related to the Company’s stock option plan totaled $ 5.2 , $ 3.8 , and $ 4.3 , respectively, and is included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

Restricted Stock, Restricted Stock Units and Performance Shares

10 unchanged sentences

Grant Date Fair Value

Non-vested at January 1, 2023 1.1 $ 231.30

Beginning balance 1.0 $ 248.41

Granted 0.5 $ 224.23

1 unchanged sentence

Canceled ( 0.1 ) $ 222.52

Non-vested at December 31, 2023 1.0 $ 248.41

Ending balance 0.9 $ 226.44

Unrecognized Compensation Cost

As of December 31, 2023, there was $ 83.0 of total unrecognized compensation cost related to non-vested stock options, restricted stock, restricted stock unit and performance share-based compensation arrangements granted under the Company's stock incentive plans.

That cost is expected to be recognized over a weighted average period of 1.9 years and will be included in cost of revenues and selling, general and administrative expenses.

At December 31, 2024, there was $ 100.6 of total unrecognized compensation cost related to non-vested stock options, restricted stock, restricted stock unit and performance share-based compensation arrangements granted under the Company’s stock incentive plans.

That cost is expected to be recognized over a weighted-average period of 1.7 years and will be included in Cost of revenues and Selling, general and administrative expenses in the Consolidated Statements of Operations.

Employee Stock Purchase Plan

1 unchanged sentence

The plan permits substantially all U.S., Canada, and United Kingdom employees to purchase a limited number of shares of Company stock at 85 % of market value.

The Company issues shares to participating employees semi-annually in January and July of each year, although due to the spin-off of Fortrea shares for the first offering period were issued in May of 2023.

Approximately 0.3 , 0.2 and 0.2 shares were purchased by eligible employees in 2023, 2022 and 2021, respectively.

For 2023, 2022 and 2021, expense related to the Company’s employee stock purchase plan was $ 13.8 , $ 14.8 and $ 14.6 , respectively.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

The Company issues Common Stock to participating employees semi-annually in January and July of each year, although due to the spin-off of Fortrea shares for the first offering period were issued in May of 2023.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Approximately 0.3 , 0.3 , and 0.2 shares were purchased by eligible employees in 2024, 2023, and 2022, respectively.

For 2024, 2023, and 2022, expense related to the Company’s employee stock purchase plan was $ 14.9 , $ 13.8 , and $ 14.8 , respectively.

The Company uses the Black-Scholes model to calculate the fair value of the employee’s purchase right.

The fair value of the employee’s purchase right and the assumptions used in its calculation are as follows:

Year Ended December 31,

2024 2023 2022

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES

The Company is involved from time to time in various claims and legal actions, including arbitrations, class actions, and other litigation (including those described in more detail below), arising in the ordinary course of business.

The Company (and/or its subsidiaries and affiliates) is involved from time to time in various claims and legal actions, including arbitrations, class actions, and other litigation (including those described in more detail below), arising in the ordinary course of business.

Some of these actions involve claims that are substantial in amount.

14 unchanged sentences

The Company records an aggregate legal reserve, which is determined using calculations based on historical loss rates and assessment of trends experienced in settlements and defense costs.

In accordance with FASB Accounting Standards Codification Topic 450 “Contingencies,” the Company establishes reserves for judicial, regulatory, and arbitration matters outside the aggregate legal reserve if and when those matters present loss contingencies that are both probable and reasonably estimable and would exceed the aggregate legal reserve.

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 450 “Contingencies,” the Company establishes reserves for judicial, regulatory, and arbitration matters outside the aggregate legal reserve if and when those matters present loss contingencies that are both probable and reasonably estimable.

When loss contingencies are not both probable and reasonably estimable, the Company does not establish separate reserves.

2 unchanged sentences

The Company has received various subpoenas and other civil investigative demands related to Medicaid billing.

In October 2009, the Company received a subpoena from the State of Michigan Department of Attorney General seeking documents related to its billing to Michigan Medicaid.

The Company cooperated with this request.

In October 2013, the Company received a Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

On October 5, 2018, the Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

On January 26, 2021, the Company was notified that a qui tam

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

On October 5, 2018, the

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Petition was pending under seal in the District Court, 250th Judicial District, Travis County, Texas, and that the State of Texas has intervened.

Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

On January 26, 2021, the Company was notified that a qui tam Petition was pending under seal in the District Court, 250th Judicial District, Travis County, Texas, and that the State of Texas had intervened.

On April 14, 2021, the Petition was unsealed.

4 unchanged sentences

Plaintiffs filed a Notice of Appeal with respect to the court’s order granting the Company’s Motion for Partial Summary Judgment, referenced above.

On December 31, 2024, the Texas Court of Appeals issued a decision reversing the District Court’s order granting the Company’s Motion for Partial Summary Judgement.

The Company will vigorously defend the lawsuit.

10 unchanged sentences

On May 26, 2022, the Florida Supreme Court issued an opinion approving the result of the Florida Second District Court of Appeal in favor of the Plaintiff.

The Company will vigorously defend the lawsuit.

On or about October 31, 2024, Labcorp and the Plaintiff (on behalf of the putative class) entered into a Settlement Agreement.

That settlement is awaiting preliminary approval by the court.

On December 29, 2021, the Company was served with a putative class action lawsuit, Nathaniel J.

7 unchanged sentences

On March 13, 2023, Plaintiffs filed a Notice of Appeal.

The Company will vigorously defend the Nolan lawsuit.

On April 10, 2024, the U.S.

Court of Appeals for the Fourth Circuit issued an order affirming in part, reversing in part, and remanding the case to the District Court for further proceedings.

In October 2024, the claims were resolved pursuant to a settlement.

On April 1, 2019, Covance Research Products was served with a Grand Jury Subpoena issued by the Department of Justice (DOJ) in Miami, Florida requiring the production of documents related to the importation into the United States of live non-human primate shipments originating from or transiting through China, Cambodia, and/or Vietnam from April 1, 2014 through March 28, 2019.

9 unchanged sentences

No ordered tests, laboratory test results, or diagnostic information from the Company were in the AMCA affected system.

The Company notified individuals for whom it had a valid mailing address.

The Company notified

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

individuals for whom it had a valid mailing address.

For the individuals whose Social Security Number was affected, the notice included an offer to enroll in credit monitoring and identity protection services that was provided free of charge for 24 months.

3 unchanged sentences

These lawsuits were consolidated into a multidistrict litigation in the District of New Jersey.

On November 15, 2019, the Plaintiffs filed a

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Consolidated Class Action Complaint in the U.S.

On November 15, 2019, the Plaintiffs filed a Consolidated Class Action Complaint in the U.S.

District Court of New Jersey.

7 unchanged sentences

On May 5, 2023, the court granted in part and denied in part the Company’s Motion to Dismiss.

On November 1, 2024, Plaintiffs served their motion for class certification.

The Company will vigorously defend the remaining claims in the multi-district litigation.

8 unchanged sentences

On July 14, 2020, the court entered an order staying the lawsuit pending the resolution of the multi-district litigation.

The lawsuit will be vigorously defended.

The Company will vigorously defend the lawsuit.

Certain governmental entities have requested information from the Company related to the AMCA Incident.

15 unchanged sentences

On February 8, 2024, the Ninth Circuit affirmed the trial court’s decision to certify both a California damages class and a nationwide injunctive class.

The Company will vigorously seek rehearing and further appeal if necessary.

On March 25, 2024, the Company filed a Petition for Rehearing En Banc with the Ninth Circuit.

On April 18, 2024, the Ninth Circuit denied the Petition for Rehearing En Banc.

On September 13, 2024, the Company filed a petition for Writ of Certiorari with the United States Supreme Court.

On January 24, 2025, the United States Supreme Court granted the Company’s Petition for Writ of Certiorari limited to the following question:

Whether a federal court may certify a class action pursuant to Federal Rule of Civil Procedure 23(b)(3) when some members of the proposed class lack any Article III injury.

The Company will vigorously defend the lawsuit.

On October 16, 2020, Ravgen Inc.

2 unchanged sentences

District Court for the Western District of Texas, alleging infringement of two Ravgen-owned U.S.

The lawsuit seeks monetary damages, enhancement of those damages for willfulness, and recovery of attorney’s fees and costs.

On September 28, 2022, a jury rendered a verdict in favor of the Plaintiff on the remaining patent at issue, finding that the Company willfully infringed Ravgen's patent, and awarded damages of $ 272.0 .

The lawsuit sought monetary damages, enhancement of those damages for willfulness, and recovery of attorney’s fees and costs.

On September 28, 2022, a jury rendered a verdict in favor of the Plaintiff on the sole asserted patent finding that the Company willfully infringed Ravgen’s patent, and awarded damages of $ 272.0 .

Plaintiff filed post-trial motions seeking enhanced damages of up to $ 817.0 based on the finding of willfulness, as well as attorney’s fees and costs.

On May 12, 2023, the court issued an order granting Plaintiff's motion in part and awarding damages of $ 100.0 .

On May 12, 2023,

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

the court issued an order granting Plaintiff’s motion in part and awarding enhanced damages of $ 100.0 .

On January 23, 2025, the court issued an order awarding Plaintiff post-verdict supplemental damages of $ 2.6 , an ongoing royalty of one hundred dollars and 00/100 cents per test through the life of the patent at issue, pre- and post-judgment interest, and other relief.

In January and February 2025, the trial court entered orders denying the Company’s post-trial motions.

The Company strongly disagrees with the verdict, based on a number of legal factors, and will vigorously defend the lawsuit through the appeal process.

1 unchanged sentence

Patent and Trademark Office challenging the validity of the Ravgen patent at issue in the trial.

In November 2022, the Patent Trial and Appeal Board issued a decision upholding the validity of the Ravgen patent, and the Company has filed an appeal of this decision.

In November 2022, the Patent Trial and Appeal Board issued a decision upholding the validity of the Ravgen patent, and that decision was upheld on appeal before the United States Court of Appeals for the Federal Circuit in January 2025.

On May 14, 2020, the Company was served with a putative class action lawsuit, Jose Bermejo v.

4 unchanged sentences

District Court for the Central District of California.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

2020, the Company was served with a Private Attorney General Act lawsuit by the same plaintiff in Jose Bermejo v.

On June 16, 2020, the Company was served with a Private Attorney General Act lawsuit by the same plaintiff in Jose Bermejo v.

Laboratory Corporation of America (Bermejo II), filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain Company practices violated California Labor Code penalty provisions related to unpaid and minimum wages, unpaid overtime, unpaid meal and rest break premiums, untimely payment of wages following separation of employment, failure to maintain accurate pay records, and non-reimbursement of business expenses.

6 unchanged sentences

Once the claims administration is completed, the parties will seek final settlement approval from the court.

On June 14, 2021, a single plaintiff filed a Private Attorney General Act lawsuit, Becker v.

Laboratory Corporation of America , in the Superior Court of California, County of Orange, alleging various violations of the California Labor Code, including that the Plaintiff was not properly compensated for work and overtime hours, not properly paid meal and rest break premiums, not reimbursed for certain business-related expenses, and received inaccurate wage statements.

The lawsuit seeks monetary damages, civil penalties, and recovery of attorney’s fees and costs.

A settlement of the Bermejo I and Bermejo II lawsuits, if approved by the court, will resolve the Becker lawsuit.

On November 23, 2021, the Company was served with a single plaintiff Private Attorney General Act lawsuit, Poole v.

Laboratory Corporation of America , filed in the Superior Court of California, County of Kern, alleging various violations of the California Labor Code, including that Plaintiff was not properly paid wages owed, not properly paid meal and rest break premiums, not reimbursed for certain business related expenses, and other allegations including the untimely payment of wages and receipt of inaccurate wage statements.

The lawsuit seeks monetary damages, civil penalties, and recovery of attorney's fees and costs.

The lawsuit sought monetary damages, civil penalties, and recovery of attorney’s fees and costs.

The case was removed to the U.S.

District Court for the Eastern District of California.

A settlement of the Bermejo I and Bermejo II lawsuits, if approved by the court, will resolve the portion of the Poole lawsuit relating to service representatives and senior service representatives.

On October 5, 2020, the Company was served with a putative class action lawsuit, Williams v.

LabCorp Employer Services, Inc.

, filed in the Superior Court of California, County of Los Angeles, alleging that certain non-exempt California-based employees were not properly compensated for work and overtime hours, not properly paid meal and rest break premiums, not reimbursed for certain business-related expenses, not properly paid for driving or wait times, and received inaccurate wage statements.

The Plaintiff also asserts claims for unfair competition under Section 17200 of the Business and Professional Code.

On November 4, 2020, the lawsuit was removed to the U.S.

District Court for the Central District of California.

The lawsuit seeks monetary damages, liquidated damages, civil penalties, and recovery of attorney's fees and costs.

On June 24, 2021, the District Court remanded the case to the Superior Court of California, County of Los Angeles on the grounds that potential damages did not meet the Class Action Fairness Act (CAFA), 28 U.S.C.

§ 1332(d), jurisdictional threshold.

The parties entered into a settlement agreement dated September 9, 2022.

On December 13, 2023, the Court granted preliminary approval of the settlement.

The settlement funds have been transferred to a claims administrator for processing.

Once the claims administration is completed, the parties will seek final settlement approval from the Court.

The parties entered into a settlement agreement in January 2025 and will seek dismissal of the action.

On June 7, 2023, the Company was served with a putative class action lawsuit, Connie Howard, Yadira Yazmin Hernandez, and Deborah Reynolds, et al.

10 unchanged sentences

On October 11, 2023, the Company filed a Motion to Dismiss the Amended Complaint.

On September 27, 2024, the Court denied the Motion to Dismiss the Amended Complaint.

The Company will vigorously defend the lawsuit.

On August 14, 2020, the Company was served with a Subpoena Duces Tecum issued by the State of Colorado Office of the Attorney General requiring the production of documents related to urine drug testing in all states.

The Company is cooperating with this request.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

The Company has responded to this request.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

On February 7, 2022, the Company was served with a Subpoena Duces Tecum issued by the DOJ in Camden, New Jersey requiring the production of documents related to non-invasive prenatal screening tests.

The Company is cooperating with the DOJ.

The Company responded to the DOJ.

On June 27, 2022, the Company was served with a Subpoena Duces Tecum issued by the DOJ in Boston, Massachusetts requiring the production of documents related to urine drug testing.

2 unchanged sentences

requiring the production of information related to the Medicare billing rule regarding reimbursement for laboratory testing performed for hospital patients.

The Company is cooperating with the DOJ .

The Company cooperated with the DOJ and entered into an agreement dated September 26, 2024, to resolve the matter .

On February 13, 2024, a putative class action lawsuit, Michael Wiggins and Teri Stevens v.

3 unchanged sentences

Plaintiffs seek an injunction, damages, attorneys’ fees, and costs.

The Company will vigorously defend the lawsuit.

On April 12, 2024, the Company filed a Motion to Compel Arbitration and Stay Proceedings.

On October 11, 2024, the court granted the Motion to Compel Arbitration and Stay Proceedings.

In December 2024, the claims were resolved pursuant to a settlement.

There are various other pending legal proceedings involving the Company including, but not limited to, additional employment-related lawsuits, professional liability lawsuits, and commercial lawsuits.

10 unchanged sentences

On January 1, 2021, all of the 401K Plans were modified to provide for 100 % match of employee contributions up to 5 % of their salary.

Total expense, for the years ended December 31, 2023, 2022, and 2021, was $ 167.6 , $ 128.2 and $ 111.2 , respectively.

Total expense relating to the 401K Plans for the years ended December 31, 2024, 2023, and 2022 was $ 153.5 , $ 167.6 , and $ 128.2 , respectively.

Defined Benefit Pension Plans

3 unchanged sentences

Plans) were closed to new entrants and the accrual of service credits at the end of 2009.

pension plan was closed to new entrants and the accrual of service credits for one plan as of December 31, 2002, and the accrual of service credits for the other plan as of December 31, 2019.

The United Kingdom (UK) pension plan was closed to new entrants and the accrual of service credits for one plan as of December 31, 2002, and the accrual of service credits for the other plan as of December 31, 2019.

The German plan was closed to new entrants on December 31, 2009, but participants continue to accrue service credits.

and German plans are aggregated for disclosure as the Non-U.S.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

The UK and German plans are aggregated for disclosure as the Non-U.S.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11 unchanged sentences

Defined-benefit plan costs $ 7.1 $ 20.0 $ 7.7 $ 0.7 $ — $ ( 4.6 )

Service costs are the only component of net periodic benefit costs recorded within Operating income.

For the year ended December 31, 2023, the Company recognized a partial plan settlement charge of $ 10.9 as a component of Other, net.

The amounts recognized in accumulated other comprehensive earnings are as follows:

Service costs are the only component of net periodic benefit costs recorded within Operating income in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2023, the Company recognized a partial plan settlement charge of $ 10.9 as a component of Other, net in the Company’s Consolidated Statements of Operations.

The amounts recognized in Accumulated other comprehensive loss in the Company’s Consolidated Balance Sheets are as follows:

Plans Non-U.S.

Year ended December 31,

2024 2023 2024 2023

1 unchanged sentence

Change in Projected Benefit Obligation

The change in the projected benefit obligation as of December 31, 2023, and December 31, 2022, is as follows:

The change in the projected benefit obligation is as follows:

Plans Non-U.S.

1 unchanged sentence

2024 2023 2024 2023

Balance at beginning of the year $ 259.5 $ 333.3 $ 319.9 $ 569.8

Beginning balance $ 231.9 $ 259.5 $ 345.7 $ 319.9

Service cost 3.7 3.9 1.5 1.4

3 unchanged sentences

Foreign currency exchange rate changes — — ( 6.4 ) 16.4

Balance at end of the year $ 231.9 $ 259.5 $ 345.7 $ 319.9

The accumulated benefit obligation as of December 31, 2023 and 2022 was $ 231.9 and $ 259.5 , respectively for the U.S.

Ending balance $ 213.4 $ 231.9 $ 298.0 $ 345.7

The accumulated benefit obligation at December 31, 2024, and 2023 was $ 213.4 and $ 231.9 , respectively for the U.S.

Plans and $ 298.0 and $ 345.7 , respectively for the Non-U.S.

Change in Fair Value of Plan Assets

The change in plan assets as of December 31, 2023, and December 31, 2022, is as follows:

The change in plan assets is as follows:

Plans Non-U.S.

1 unchanged sentence

2024 2023 2024 2023

Balances at beginning of the year $ 226.8 $ 299.9 $ 301.2 $ 485.2

Beginning balance $ 195.3 $ 226.8 $ 335.9 $ 301.2

Company contributions 10.2 — 7.6 14.1

2 unchanged sentences

Foreign currency exchange rate changes — — ( 5.2 ) 16.3

Fair value of plan assets at end of year $ 195.3 $ 226.8 $ 335.9 $ 301.2

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Ending balance $ 199.0 $ 195.3 $ 303.7 $ 335.9

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Change in Funded Status and Reconciliation of Amounts Recorded in the Balance Sheet

The change in the funded status of the plan and a reconciliation of such funded status to the amounts reported in the consolidated balance sheet as of December 31, 2023, and December 31, 2022, is as follows:

Change in Funded Status and Reconciliation of Amounts Recorded in the Consolidated Balance Sheets

The change in the funded status of the plan and a reconciliation of such funded status to the amounts reported in the Company’s Consolidated Balance Sheets is as follows:

Plans Non-U.S.

Year Ended December 31,

2024 2023 2024 2023

Funded status $ 36.6 $ 32.7 $ 9.8 $ 22.8

Funded status — (deficit) surplus

$ ( 14.4 ) $ ( 36.6 ) $ 5.7 $ ( 9.8 )

Other assets $ 18.9 $ — $ 33.9 $ 21.5

27 unchanged sentences

The salary increase assumptions are used to estimate the annual rate at which pay of plan participants will grow.

If the rate of growth assumed increases, the size of the pension obligations will increase, as will the amount recorded in Accumulated other comprehensive income (loss) in the Company's Consolidated Statement of Financial Position and amortized into earnings in subsequent periods.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

If the rate of growth assumed increases, the size of the pension obligations will increase, as will the amount recorded in Accumulated other comprehensive loss in the Company’s Consolidated Balance Sheets and amortized into earnings in subsequent periods.

The Company evaluates other assumptions periodically, such as retirement age, mortality and turnover, and updates them as necessary to reflect the Company’s actual experience and expectations for the future.

Differences between actual results and assumptions utilized are recorded in Accumulated other comprehensive income each period.

These differences are amortized into earnings over the remaining average future service of active participating employees or the expected life of inactive participants, as applicable.

The fair values of the assets at December 31, 2023, and 2022, by asset category are as follows:

These differences are amortized

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

into earnings over the remaining average future service of active participating employees or the expected life of inactive participants, as applicable.

The fair values of the assets by asset category are as follows:

December 31, 2024

Asset Category Level of Valuation Input Fair Value Investments valued using NAV per share Total

9 unchanged sentences

Total fair value $ 49.9 $ 253.8 $ 303.7

December 31, 2023

Asset Category Level of Valuation Input Fair Value Investments valued using NAV per share Total

20 unchanged sentences

Plan fiduciaries of various plans set investment policies and strategies, based on consultation with professional advisors, and oversee investment allocation, which includes selecting investment managers and setting long-term strategic targets.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3 unchanged sentences

Target allocation ranges are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below a target range.

The weighted average asset allocation of the plan assets as of December 31, 2023, by asset category is as follows:

The allocation of the plan assets by asset category is as follows:

December 31, 2024

5 unchanged sentences

Other 2.5 % 1.3 %

The weighted average target asset allocation of the plan assets is as follows:

The target allocation of the plan assets by asset category is as follows:

December 31, 2024

Plans Non-U.S.

7 unchanged sentences

The Company targets funding the minimum required contributions but may make additional contributions into the pension plans in 2025, depending upon factors such as how the funded status of those plans change or to reduce the administrative costs of the plan.

The estimated benefit payments, which were used in the calculation of projected benefit obligations, are expected to be paid as follows:

At December 31, 2024, the estimated benefit payments, which were used in the calculation of projected benefit obligations, are expected to be paid as follows:

December 31, 2024

Plans Non-U.S.

2025 $ 21.9 $ 15.9

13 unchanged sentences

The effect on operations of the post-retirement medical plan is shown in the following table:

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Year Ended December 31,

3 unchanged sentences

Post-retirement medical plan costs $ — $ 0.2 $ 0.3

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Amounts included in accumulated other comprehensive earnings consist of unamortized net (income) loss of $( 0.8 ) and $( 0.2 ).

For the year ended December 31, 2024, and 2023, amounts included in Accumulated other comprehensive loss in the Company’s Consolidated Balance Sheets consist of unamortized net income of $ 0.8 and $ 0.8 , respectively.

A summary of the changes in the accumulated post-retirement benefit obligation follows:

Balance at January 1 $ 3.9 $ 5.2

Year Ended December 31,

Beginning balance $ 3.6 $ 3.9

Interest cost on benefit obligation 0.2 0.2

1 unchanged sentence

Benefits paid ( 0.4 ) ( 0.3 )

Balance at December 31 $ 3.6 $ 3.9

Ending balance $ 3.2 $ 3.6

Accrued expenses and other $ 0.5 $ 0.6

Other liabilities 2.7 3.0

The weighted-average discount rates used in the calculation of the accumulated post-retirement benefit obligation were 5.1 % and 5.5 % as of December 31, 2023, and 2022, respectively.

The weighted-average discount rates used in the calculation of the accumulated post-retirement benefit obligation were 5.6 % and 5.1 % at December 31, 2024, and 2023, respectively.

The healthcare cost trend rate was removed due to the expectation of future funding to be at the same level as the previous year’s funding.

The following assumed benefit payments under the Company’s post-retirement benefit plan, which reflect expected future service, as appropriate, and which were used in the calculation of projected benefit obligations, are expected to be paid as follows:

Years 2029 and thereafter 1.0

December 31, 2024

Years 2030 to 2034 $ 0.9

Deferred Compensation Plan

6 unchanged sentences

The Company’s general assets may be used to fund obligations and pay DCP benefits.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

FAIR VALUE MEASUREMENTS

The Company’s population of financial assets and liabilities subject to fair value measurements as of December 31, 2023, and 2022 were as follows:

Fair Value Measurements as of

The Company’s population of financial assets and liabilities subject to fair value measurements were as follows:

Fair Value Measurements at

December 31, 2024

Balance Sheet Classification Fair Value as of December 31, 2023 Using Fair Value Hierarchy

Consolidated Balance Sheets Classification

Fair Value at December 31, 2024 Using Fair Value Hierarchy

Level 1 Level 2 Level 3

1 unchanged sentence

Cross currency swaps Accrued expenses and other/Other liabilities $ 142.7 $ — $ 142.7 $ —

Interest rate swaps Other liabilities, net 69.6 — 69.6 —

Interest rate swaps Other liabilities $ 76.8 $ — $ 76.8 $ —

Cash surrender value of life insurance policies Other assets, net $ 102.1 $ — $ 102.1 $ —

2 unchanged sentences

Contingent consideration Accrued expenses and other/Other liabilities $ 10.8 $ — $ — $ 10.8

Fair Value Measurements as of

Fair Value Measurements at

December 31, 2023

Balance Sheet Classification Fair Value as of December 31, 2022 Using Fair Value Hierarchy

Consolidated Balance Sheets Classification

Fair Value at December 31, 2023 Using Fair Value Hierarchy

Level 1 Level 2 Level 3

Noncontrolling interest put Noncontrolling interest $ 15.5 $ — $ 15.5 $ —

Cross currency swaps Other liabilities, net 45.7 — 45.7 —

Cross currency swaps Accrued expenses and other/Other liabilities $ 109.0 $ — $ 109.0 $ —

Interest rate swaps Other liabilities $ 69.6 $ — $ 69.6 $ —

Cash surrender value of life insurance policies Other assets, net $ 95.4 $ — $ 95.4 $ —

Deferred compensation asset Other assets, net $ 21.1 $ — $ 21.1 $ —

Deferred compensation liability Other liabilities $ 107.4 $ — $ 107.4 $ —

2 unchanged sentences

Balance at January 1, 2023 $ 77.4

Addition 68.3

Cash payments and adjustments ( 11.3 )

4 unchanged sentences

The noncontrolling interest put is valued at its contractually determined value, which approximates fair value.

During the year ended December 31, 2023, the carrying value of the noncontrolling interest put decreased by $ 1.0 for foreign currency translation.

During the year ended December 31, 2024, the carrying value of the noncontrolling interest put increased by $ 0.5 for foreign currency translation.

The fair values of derivative financial instruments have been determined based on market value equivalents at the balance sheet date, taking into account the current interest rate environment and therefore were classified as Level 2 measurements in the fair value hierarchy.

The Company offers certain employees the opportunity to participate in a DCP.

4 unchanged sentences

The cash surrender value and the DCP obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments.

Contingent accrued earn-out business acquisition consideration liabilities for which fair values are measured as Level 3 instruments.

These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary.

The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

periods and rates.

Contingent accrued earn-out business acquisition consideration liabilities for which fair values are measured as Level 3 instruments.

These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary.

The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount periods and rates.

As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3.

The carrying amounts of cash and cash equivalents, accounts receivable, income taxes receivable, and accounts payable are considered to be representative of their respective fair values due to their short-term nature.

The fair market value of the Senior Notes, based on market pricing, was approximately $ 4,850.4 and $ 4,973.9 as of December 31, 2023, and 2022, respectively.

The Company's note and debt instruments are considered Level 2 instruments, as the fair market values of these instruments are determined using other observable inputs.

Although recorded at amortized cost on the Company’s Consolidated Balance Sheets, the fair market value of the Company’s senior notes was $ 5,762.6 and $ 4,850.4 at December 31, 2024, and 2023, respectively.

The Company’s senior notes are considered Level 2 instruments, as the fair market values of these instruments are based on observable market pricing.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Interest Rate Swap

During the second quarter of 2021, the Company entered into fixed-to-variable interest rate swap agreements for its 2.70 % senior notes due 2031 with an aggregate notional amount of $ 500.0 and variable interest rates based on three-month SOFR (changed from LIBOR to SOFR during 2023) plus 1.0706 %.

During the second quarter of 2021, the Company entered into fixed-to-variable interest rate swap agreements for its 2.70 % senior notes due 2031 with an aggregate notional amount of $ 500.0 and variable interest rates based on three-month Secured Overnight Financing Rate (SOFR), which changed from London Interbank Offered Rate (LIBOR) to SOFR during 2023, plus 1.0706 %.

These agreements were designated as hedges against changes in the fair value of a portion of the Company’s long-term debt.

5 unchanged sentences

These instruments are designated as a hedge against the impact of foreign exchange movements on its net investment in a Swiss subsidiary.

The table below presents the fair value of derivatives on a gross basis and the balance sheet classification of those instruments:

During the first quarter of 2024, the Company terminated its 2024 and 2025 USD to Swiss Franc cross currency swaps and entered into two new swaps, each with a notional value of $ 300.0 and maturity dates of 2031 and 2034, respectively.

During the third quarter of 2024, the Company entered into five new USD to Swiss Franc cross currency swaps, with an aggregate notional value of $ 600.0 , of which, $ 300.0 matures in 2029 and $ 300.0 matures in 2034.

The table below presents the fair value of derivatives and the balance sheet classification of those instruments:

December 31, 2024 December 31, 2023

Fair Value of Derivative Fair Value of Derivative

Balance Sheet Caption Asset Liability U.S.

Consolidated Balance Sheets Caption

Asset Liability U.S.

Dollar Notional Asset Liability U.S.

3 unchanged sentences

The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value hedging relationships:

Amount included in other comprehensive income Amounts reclassified to the

Statement of Operations

Amounts included in other comprehensive income

Amounts reclassified to the Consolidated Statement of Operations

Year Ended December 31, Year Ended December 31,

1 unchanged sentence

Cross currency swaps $ ( 33.7 ) $ ( 63.3 ) $ ( 12.9 ) $ — $ — $ 0.9

In May 2022, the Company reclassified a gain of $ 0.9 to the Consolidated Statement of Operations within other, net, due to the exit of $ 300.0 of the cross-currency swap agreements.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

SUPPLEMENTAL CASH FLOW INFORMATION

Years Ended December 31,

Year Ended December 31,

2024 2023 2022

5 unchanged sentences

Change in accrued property, plant, and equipment $ ( 22.5 ) $ 13.2 $ ( 5.6 )

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

BUSINESS SEGMENT INFORMATION

4 unchanged sentences

The Company’s chief executive officer has been identified as the CODM.

As a result of the spin-off, the Company recast the segment results to exclude the historical results of Fortrea.

Additionally, the remaining operations of the Drug Development segment has been renamed as the BLS segment.

Prior periods have been conformed for comparability.

The Company's segment performance measure was changed to exclude the amortization of intangibles and other assets, restructuring and other charges, goodwill and other asset impairments, and certain corporate charges for items such as transaction costs, COVID-19 costs, and other special items.

These changes align with how the CODM now evaluates segment performance and allocates resources.

Segment asset information is not presented because it is not used by the CODM at the segment level.

2023 2022 2021

Dx $ 9,415.1 $ 9,203.5 $ 10,363.6

BLS 2,774.2 2,697.3 2,860.7

Intercompany eliminations and other ( 27.7 ) ( 36.9 ) ( 88.2 )

Total revenues $ 12,161.6 $ 11,863.9 $ 13,136.1

The Company’s segment performance measure excludes the amortization of intangibles and other assets, restructuring and other charges, goodwill and other asset impairments, and certain corporate charges for items such as transaction costs, COVID-19 costs, and other special items.

This aligns with how the CODM now evaluates segment performance and allocates resources.

Other operating expenses are comprised primarily of rent, maintenance, consulting sendouts, utilities, travel and entertainment, and other segment expenses, including shipping costs for Dx.

Segment asset information is not presented because it is not used by the CODM.

Year Ended December 31, 2024

Dx BLS Intercompany eliminations and other LHI

Revenues $ 10,144.3 $ 2,922.6 $ ( 58.0 ) $ 13,008.9

Operating Earnings:

Dx segment operating income $ 1,591.3 $ 2,025.5 $ 3,205.6

BLS segment operating income 396.3 389.1 501.0

Labor 4,438.7 1,165.3

Supplies 2,209.6 441.9

Shipping costs 365.8

Depreciation 259.0 122.6

Other operating expenses 1,630.7 368.1

Segment operating income $ 1,606.3 $ 458.9 $ 2,065.2

4 unchanged sentences

Total Operating income 1,086.7

Other income (expense):

Interest expense ( 208.3 )

Investment income 22.3

Equity method loss, net ( 1.4 )

Other, net 60.2

Earnings from continuing operations before income taxes $ 959.5

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Year Ended December 31, 2023

Dx BLS Intercompany eliminations and other LHI

Revenues $ 9,415.1 $ 2,774.2 $ ( 27.7 ) $ 12,161.6

Operating Earnings:

Labor 4,095.7 1,094.0

Supplies 2,066.0 452.2

Shipping costs 333.0

Depreciation 236.1 112.5

Other operating expenses 1,426.0 386.2

Segment operating income $ 1,591.3 $ 396.3 $ 1,987.6

General corporate and unallocated expenses ( 644.1 )

Amortization of intangibles and other assets ( 219.8 )

Restructuring and other charges ( 49.1 )

Goodwill and other asset impairments ( 349.0 )

Total Operating income 725.6

Other income (expense):

Interest expense ( 199.6 )

Investment income 28.8

Equity method loss, net ( 1.4 )

Other, net 15.5

Earnings from continuing operations before income taxes $ 568.9

Year Ended December 31, 2022

Dx BLS Intercompany eliminations and other LHI

Revenues $ 9,203.5 $ 2,697.3 $ ( 36.9 ) $ 11,863.9

Operating Earnings:

Labor 3,659.6 1,069.6

Supplies 1,914.7 460.6

Shipping costs 311.3

Depreciation 227.1 112.8

Other operating expenses 1,376.6 353.9

Segment operating income $ 2,025.5 $ 389.1 $ 2,414.6

General corporate and unallocated expenses ( 468.8 )

Amortization of intangibles and other assets ( 193.6 )

Restructuring and other charges ( 54.0 )

Goodwill and other asset impairments ( 261.7 )

Total Operating income 1,436.5

Other income (expense):

Interest expense ( 179.8 )

Investment income 7.5

Equity method income, net 5.4

Other, net ( 32.2 )

Earnings from continuing operations before income taxes $ 1,237.4

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

Depreciation:

Year Ended December 31,

2024 2023 2022

4 unchanged sentences

Geographic distribution of Property, plant and equipment, net:

December 31, 2023

North America $ 1,799.2 $ 619.0 $ 2,418.2

Europe — 394.7 394.7

Other — 98.9 98.9

Total property, plant and equipment, net $ 1,799.2 $ 1,112.6 $ 2,911.8

December 31, 2022

Year Ended December 31,

North America $ 2,576.1 $ 2,418.2

2 unchanged sentences

Total Property, plant and equipment, net $ 3,045.4 $ 2,911.8

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in millions, except per share data)

SUBSEQUENT EVENTS

On February 14, 2024, the Company terminated its 2024 and 2025 U.S.

Dollar to Swiss Franc cross currency swaps and entered into two new swaps, each with a notional value of $ 300.0 and maturity dates of 2031 and 2034, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures