LABCORP HOLDINGS INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, the Company carried out under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. 59 Index Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Report of Management on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The internal control over financial reporting at the Company was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S.; • 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; and • 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. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control - Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the Company’s management determined that, as of December 31, 2024, the Company maintained effective internal control over financial reporting. 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, 2024, as stated in its report, which is included herein immediately preceding the Company’s audited Consolidated Financial Statements. 60 Index Item 9B. OTHER INFORMATION Insider Adoption or Termination of Trading Arrangements: 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 Mark S. Schroeder 11/26/2024 Rule 10b5-1 Trading Arrangement Up to ( 10,115 ) (1) (2) 11/7/2025 (3) President, Diagnostics Laboratories and Chief Operations Officer Amy B. Summy 11/26/2024 Rule 10b5-1 Trading Arrangement Up to ( 1,234 ) (1) 11/14/2025 (3) Chief Marketing Officer (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. (2) Mr. 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. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 61 Index PART III Item 10. 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 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. Information concerning the Company’s Audit Committee, including the designation of audit committee financial experts is incorporated by reference to the Company’s 2025 Proxy Statement under the captions Corporate Governance and Delinquent Section 16(a) Reports, respectively. Information concerning the Company’s code of ethics is incorporated by reference to the Company’s 2025 Proxy Statement under the caption Corporate Governance Policies and Procedures. Insider Trading Arrangements and Policies 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 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. Item 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to information in the 2025 Proxy Statement under the captions “Executive Compensation” and “Director Compensation.” Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS See Note 14 Stock Compensation Plans to the Consolidated Financial Statements for a discussion of the Company’s stock compensation plans. Except for the above referenced footnote, the information called for by this item is incorporated by reference to information in the 2025 Proxy Statement under the captions “Security Ownership of Certain Beneficial Holders and Management,” “Compensation Discussion & Analysis” and “Executive Compensation.” Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to information in the 2025 Proxy Statement under the captions “Board Independence” and “Related Party Transactions.” Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to information in the 2025 Proxy Statement under the caption “Fees to Independent Registered Public Accounting Firm.” 62 Index PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of documents filed as part of this Annual Report: (1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm included herein: See Index on page F-1 (2) Financial Statement Schedules: All schedules are omitted as they are inapplicable or the required information is furnished in the Consolidated Financial Statements or notes thereto. (3) Index to and List of Exhibits 2.1†* Separation and Distribution Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023). 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). 4.2 Ninth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2025 Notes (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 30, 2015). 4.3 Tenth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. 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). 4.4 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). 4.5 Fourteenth Supplemental Indenture, dated as of November 25, 2019, between the Company and U.S. Bank National Association, as trustee, including the form of the 2029 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 25, 2019). 4.6 Fifteenth Supplemental Indenture, dated as of May 26, 2021, between the Company and U.S. Bank National Association, as trustee, including the form of the 2026 Notes (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 26, 2021). 4.7 Sixteenth Supplemental Indenture, dated as of May 26, 2021, between the Company and U.S. 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). 4.8 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). 63 Index 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). 10.1 + 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). 10.2 + 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. and Adam H. 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). 10.5 + 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). 10.6 + Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004). 10.7 + First Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004). 10.8 + Second Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004). 10.9 + Third Amendment to the Laboratory Corporation of America Amended and Restated New Pension Equalization Plan (incorporated herein by reference Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005). 10.10 + Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.22 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004). 10.11 + First Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004). 10.12 + Second Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005). 10.13 + Third Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006). 10.14 + 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). 10.15+ 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). 64 Index 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 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). 10.25 ** 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). 19.1 ** Insider Trading Policy, revised March 2023 65 Index 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. Anderson 24.2** Power of Attorney of Jeffrey A. Davis 24.3** Power of Attorney of D. Gary Gilliland, M.D., Ph.D. 24.4** Power of Attorney of Kirsten M. Kliphouse 24.5** Power of Attorney of Garheng Kong, M.D., Ph.D. 24.6** Power of Attorney of Peter M. Neupert 24.7** Power of Attorney of Richelle P. Parham 24.8** Power of Attorney of Paul B. Rothman, M.D. 24.9** Power of Attorney of Kathryn E. Wengel 31.1** Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) 31.2** Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) 32** Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) 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). 101.INS** 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. 101.SCH** Inline XBRL Taxonomy Extension Schema 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB** Inline XBRL Taxonomy Extension Label Linkbase 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase 104** Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management contracts or compensatory plans or arrangements † Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon its request. * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. ** Filed or furnished herewith, as required 66 Index Item 16. FORM 10-K SUMMARY None. 67 Index SIGNATURES 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. LABCORP HOLDINGS INC. Registrant By: /s/ ADAM H. SCHECHTER Adam H. Schechter President and Chief Executive Officer Dated: February 25, 2025 68 Index Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant on February 25, 2025 in the capacities indicated. Signature Title /s/ ADAM H. SCHECHTER President and Chief Executive Officer Adam H. Schechter (Principal Executive Officer) /s/ JULIA A. WANG Executive Vice President, Chief Financial Officer Julia A. Wang (Principal Financial Officer) /s/ PETER J. WILKINSON Senior Vice President, Chief Accounting Officer Peter J. Wilkinson (Principal Accounting Officer) * Director Kerrii B. Anderson * Director Jeffrey A. Davis * Director D. Gary Gilliland, M.D., Ph.D. * Director Kirsten M. Kliphouse * Director Garheng Kong, M.D., Ph.D. * Director Peter M. Neupert * Director Richelle Parham * Director Paul B. Rothman, M. D. * Director Kathryn E. Wengel * Sandra D. 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. By: /s/ SANDRA D. VAN DER VAART Sandra D. van der Vaart Attorney-in-fact 69 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP PCAOB ID No. 34 F- 2 Consolidated Financial Statements: Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Earnings F- 7 Consolidated Statements of Changes in Shareholders’ Equity F- 8 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 10 F-1 Index REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the 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 Critical Audit Matter Description The Company recognizes Dx revenue and accounts receivable net of negotiated discounts and anticipated adjustments, including historical collection experience for each of its four payer portfolios (clients, patients, Medicare & Medicaid, and third-party). Management has a formal process to estimate implicit price concessions for uncollectable accounts. Anticipated write-offs are recorded as adjustments to revenue at an amount considered necessary to record revenue at its net realizable value. In addition to negotiated contractual discounts, other adjustments including anticipated payer denials and other external factors that could affect the collectability of its receivables are considered when determining revenue and the net receivable amount. F-2 Index Given the significant judgment and estimates necessary to determine the net realizable value of accounts receivable related to the Dx segment, auditing such estimates required extensive audit effort and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to Dx Net Accounts Receivable included the following, among others: • We tested the effectiveness of controls over the valuation of net accounts receivable. • We evaluated management’s methodology for recording Dx net accounts receivable by performing a retrospective comparison of actual cash collected to the prior year estimate of net accounts receivable. • 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 our independent estimate. /s/ Deloitte & Touche LLP Raleigh, North Carolina February 25, 2025 We have served as the Company’s auditor since 2021. F-3 Index REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Raleigh, North Carolina February 25, 2025 F-4 Index PART I – FINANCIAL INFORMATION Item 1. Financial Information LABCORP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Millions, Except Per Share Data) December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 1,518.7 $ 536.8 Accounts receivable, net 1,944.1 1,913.3 Unbilled services 152.9 185.4 Supplies inventory 493.2 474.6 Prepaid expenses and other 697.6 655.3 Total current assets 4,806.5 3,765.4 Property, plant and equipment, net 3,045.4 2,911.8 Goodwill, net 6,369.7 6,142.5 Intangible assets, net 3,488.9 3,342.0 Joint venture partnerships and equity method investments 16.3 26.9 Other assets, net 652.2 536.5 Total assets $ 18,379.0 $ 16,725.1 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 875.8 $ 827.5 Accrued expenses and other 871.2 804.0 Unearned revenue 392.2 421.7 Short-term operating lease liabilities 184.6 165.8 Short-term finance lease liabilities 6.1 6.4 Short-term borrowings and current portion of long-term debt 1,000.3 999.8 Total current liabilities 3,330.2 3,225.2 Long-term debt, less current portion 5,331.2 4,054.7 Operating lease liabilities 676.3 648.9 Financing lease liabilities 74.3 78.6 Deferred income taxes and other tax liabilities 383.1 417.9 Other liabilities 517.4 409.3 Total liabilities 10,312.5 8,834.6 Commitments and contingent liabilities Noncontrolling interest 14.3 15.5 Shareholders’ equity: Common stock, 83.4 and 83.9 shares outstanding at December 31, 2024, and 2023, respectively 7.6 7.7 Additional paid-in capital 2.8 38.4 Retained earnings 8,303.4 7,888.2 Accumulated other comprehensive loss ( 261.6 ) ( 59.3 ) Total shareholders’ equity 8,052.2 7,875.0 Total liabilities and shareholders’ equity $ 18,379.0 $ 16,725.1 The accompanying notes are an integral part of these Consolidated Financial Statements. F-5 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Millions, Except Per Share Data) Year Ended December 31, 2024 2023 2022 Revenues $ 13,008.9 $ 12,161.6 $ 11,863.9 Cost of revenues 9,384.5 8,796.7 8,155.0 Gross profit 3,624.4 3,364.9 3,708.9 Selling, general and administrative expenses 2,230.0 2,021.4 1,763.1 Amortization of intangibles and other assets 256.4 219.8 193.6 Goodwill and other asset impairments 5.3 349.0 261.7 Restructuring and other charges 46.0 49.1 54.0 Operating income 1,086.7 725.6 1,436.5 Other (expense) income: Interest expense ( 208.3 ) ( 199.6 ) ( 179.8 ) Investment income 22.3 28.8 7.5 Equity method (loss) income, net ( 1.4 ) ( 1.4 ) 5.4 Other, net 60.2 15.5 ( 32.2 ) Earnings from continuing operations before income taxes 959.5 568.9 1,237.4 Provision for income taxes 212.4 188.5 233.9 Earnings from continuing operations 747.1 380.4 1,003.5 Earnings from discontinued operations, net of tax — 38.8 277.1 Net earnings 747.1 419.2 1,280.6 Less: Net earnings attributable to the noncontrolling interest ( 1.1 ) ( 1.2 ) ( 1.5 ) Net earnings attributable to Labcorp Holdings Inc. $ 746.0 $ 418.0 $ 1,279.1 Basic earnings per common share: 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 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. F-6 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (In Millions, Except Per Share Data) Years Ended December 31, 2024 2023 2022 Net earnings $ 747.1 $ 419.2 $ 1,280.6 Foreign currency translation adjustments ( 217.1 ) 183.1 ( 336.4 ) Net benefit plan adjustments 20.7 14.6 44.8 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 (loss) earnings, net of tax ( 202.3 ) 195.9 ( 301.3 ) Comprehensive earnings 544.8 615.1 979.3 Less: Net earnings attributable to the noncontrolling interest ( 1.1 ) ( 1.2 ) ( 1.5 ) 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. F-7 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In Millions) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Earnings (Loss) Total Shareholders’ Equity BALANCE AT DECEMBER 31, 2021 $ 8.5 $ — $ 10,456.8 $ ( 191.9 ) $ 10,273.4 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 Net share settlement tax payments from issuance of stock to employees — ( 50.6 ) — — ( 50.6 ) Stock compensation — 144.1 — — 144.1 Purchase of common stock ( 0.4 ) ( 144.1 ) ( 955.5 ) — ( 1,100.0 ) BALANCE AT DECEMBER 31, 2022 8.1 — 10,581.7 ( 493.2 ) 10,096.6 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 ) Issuance of common stock under employee stock plans — 55.2 — — 55.2 Net share settlement tax payments from issuance of stock to employees — ( 40.9 ) — — ( 40.9 ) Stock compensation — 147.3 — — 147.3 Purchase of common stock ( 0.4 ) ( 123.2 ) ( 885.4 ) — ( 1,009.0 ) BALANCE AT DECEMBER 31, 2023 7.7 38.4 7,888.2 ( 59.3 ) 7,875.0 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 ) Issuance of common stock under employee stock plan — 56.2 — — 56.2 Net share settlement tax payments from issuance of stock to employees — ( 46.4 ) — — ( 46.4 ) Stock compensation — 116.7 — — 116.7 Purchase of common stock ( 0.1 ) ( 162.1 ) ( 87.9 ) — ( 250.1 ) BALANCE AT DECEMBER 31, 2024 $ 7.6 $ 2.8 $ 8,303.4 $ ( 261.6 ) $ 8,052.2 The accompanying notes are an integral part of these Consolidated Financial Statements. F-8 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 747.1 $ 419.2 $ 1,280.6 Earnings from discontinued operations — ( 38.8 ) ( 277.1 ) Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 643.5 577.3 537.2 Stock compensation 116.7 128.7 116.8 Operating lease right-of-use asset expense 185.3 168.0 172.5 Goodwill and other asset impairments 5.3 349.0 261.7 Deferred income taxes ( 20.1 ) ( 78.1 ) 26.3 Other, net 62.1 38.9 23.0 Change in assets and liabilities (net of effects of acquisitions and divestitures): (Increase) decrease in accounts receivable ( 52.3 ) ( 103.8 ) 46.5 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 (Decrease) increase in unearned revenue ( 24.6 ) 105.5 67.8 Decrease in accrued expenses and other ( 112.6 ) ( 323.2 ) ( 462.9 ) Net cash provided by continuing operating activities 1,585.8 1,202.3 1,764.8 Net cash provided by discontinued operating activities — 125.4 191.1 Net cash provided by operating activities 1,585.8 1,327.7 1,955.9 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 489.9 ) ( 453.6 ) ( 429.3 ) Purchase of investments ( 55.0 ) ( 29.0 ) ( 17.4 ) Proceeds from sale of assets 2.0 0.6 1.4 Proceeds from sale or distribution of investments — 6.7 5.2 Proceeds from exit from swaps — — 2.9 Proceeds from sale of business 15.1 — 1.6 Acquisition of businesses, net of cash acquired ( 839.0 ) ( 671.5 ) ( 1,164.0 ) Net cash used for continuing investing activities ( 1,366.8 ) ( 1,146.8 ) ( 1,599.6 ) Net cash used for discontinued investing activities — ( 24.7 ) ( 52.6 ) Net cash used for investing activities ( 1,366.8 ) ( 1,171.5 ) ( 1,652.2 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from senior note offerings 2,000.0 — — Payments on senior notes ( 1,000.0 ) ( 300.0 ) — Proceeds from accounts receivable securitization 300.0 — — Proceeds from revolving credit facilities 2,463.7 2,488.2 787.4 Payments on revolving credit facilities ( 2,463.7 ) ( 2,488.2 ) ( 787.4 ) Net share settlement tax payments from issuance of stock to employees ( 46.4 ) ( 39.8 ) ( 50.6 ) Net proceeds from issuance of stock to employees 56.2 54.4 50.6 Dividends paid ( 243.1 ) ( 254.0 ) ( 195.2 ) Purchase of common stock ( 250.1 ) ( 1,000.0 ) ( 1,100.0 ) Other ( 36.7 ) ( 19.6 ) ( 27.0 ) 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 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 ) Net increase (decrease) in cash and cash equivalents 981.9 106.8 ( 1,042.7 ) Cash and cash equivalents at beginning of period 536.8 430.0 1,472.7 Less cash and cash equivalents of discontinued operations at the end of the period — — 109.4 Cash and cash equivalents at end of period $ 1,518.7 $ 536.8 $ 320.6 The accompanying notes are an integral part of these Consolidated Financial Statements. F-9 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation 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 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. 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. Investments in which the Company does not exercise significant influence (generally, when the Company has an investment of less than 20 % and no representation on the investee’s board of directors) are accounted for at fair value or at cost minus impairment adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer for those investments that do not have readily determinable fair values. 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 these Consolidated Financial Statements. The financial statements of the Company’s operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the year. Resulting translation adjustments are included in Accumulated other comprehensive income. On June 30, 2023, the Company completed the separation (Spin-off) of Fortrea Holdings Inc. (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 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 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 in the Consolidated Statements of Operations, while the reimbursements received are reflected in Revenues in the Consolidated Statements of Operations. Cost of Revenues Cost of revenue includes direct labor and related benefit charges, reimbursable expenses, other direct costs, shipping and handling fees, and an allocation of facility charges and information technology costs. Selling, General and Administrative Expenses 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. F-10 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) Use of Estimates 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. 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. Substantially all of the Company’s accounts receivable are with companies in the healthcare or pharmaceutical industry and individuals. However, concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many different geographic regions. Although Dx has receivables due from U.S. and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related healthcare programs are funded by U.S. and state governments, and payment is primarily dependent upon submitting appropriate documentation. Accounts receivable balances (gross) from Medicare and Medicaid were $ 97.4 and $ 86.5 at December 31, 2024, and 2023, respectively. For the Company’s operations in Ontario, Canada, the Ontario Ministry of Health and Long-Term Care (Ministry) determines who can establish a licensed community medical laboratory and caps the amount that each of these licensed laboratories can bill the government sponsored healthcare plan. The Ontario government-sponsored healthcare plan covers the cost of commercial laboratory testing performed by the licensed laboratories. The provincial government discounts the annual testing volumes based on certain utilization discounts and establishes an annual maximum it will pay for all community laboratory tests. 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 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 the allowance for credit losses for accounts receivable from patients. Earnings per Share 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. F-11 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) The following represents a reconciliation of Basic EPS to Diluted EPS: Year Ended December 31, 2024 2023 2022 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 Employee stock options and awards 0.2 0.2 0.2 Stock Compensation Plans The Company measures stock compensation cost for all equity awards at fair value on the date of grant and recognizes compensation expense over the service period for awards expected to vest. 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 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. Forfeitures are recognized as a reduction of compensation expense in earnings in the period in which they occur. Cash Equivalents Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have maturities when purchased of three months or less. Supplies Inventory 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, 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 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. Long-lived assets 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. Capitalized Software Costs 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 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 F-12 Index 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 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. Reporting units are businesses with discrete financial information that is available and reviewed by management. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs the quantitative goodwill impairment test. The Company may also choose to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the quantitative assessment. 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 offerings provided by the reporting unit. If applicable, performance in recent years is compared to forecasts included in prior quantitative valuations. Based on the results of the qualitative assessment, if the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying values of the reporting unit, then no quantitative assessment is performed. The quantitative assessment includes the estimation of the fair value of each reporting unit as compared to the carrying value of the reporting unit. The Company estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to the present value using the reporting unit’s weighted-average cost of capital. For the market-based approach, the Company utilizes a number of factors such as publicly available information regarding the market capitalization of the Company, as well as operating results, business plans, market multiples, and present value techniques. Based upon the range of estimated values developed from the income and market-based methods, the Company determines the estimated fair value for the reporting unit. 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 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, 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. 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 F-13 Index 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 The costs related to the issuance of debt are capitalized, netted against the related debt for presentation purposes and amortized to interest expense over the terms of the related debt. 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 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. Leases 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. Right-of-use assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments. The classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A certain number of these leases contain rent escalation clauses either fixed or adjusted periodically for inflation or market rates that are factored into the Company’s determination of lease payments. The Company also has variable lease payments that do not depend on a rate or index, for items such as volume purchase commitments, which are recorded as variable cost when incurred. As most of the Company’s leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. The Company uses this rate to discount payments to present value. Some operating leases contain renewal options, some of which also include options to early terminate the leases. 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. Income Taxes 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 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company does not recognize a tax benefit unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. 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 Provision for income taxes in the Consolidated Statements of Operations. Derivative Financial Instruments The Company addresses its exposure to market risks, principally the market risk associated with changes in interest rates and currency exchange rates, through a controlled program of risk management that includes, from time to time, the use of derivative financial instruments. The Company does not hold or issue derivative financial instruments for trading purposes. The Company does not believe that its exposure to market risk is material to the Company’s financial position or results of operations. 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 Company’s 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 F-14 Index 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. currency, are accounted for at fair value. 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 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. These contracts do not qualify for hedge accounting and the changes in fair value are recorded directly to earnings. The contracts are short-term in nature and the fair value of these contracts is based on market prices for comparable contracts. Fair Value of Financial Instruments Fair value measurements for financial assets and liabilities are determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered fair value hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2), and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). Foreign Currencies For subsidiaries outside of the U.S. that operate in a local currency environment, income and expense items are translated to U.S. 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 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. 2. DISCONTINUED OPERATIONS 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. 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, 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. F-15 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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: Year Ended December 31, 2023 2022 Revenues $ 1,506.6 $ 3,012.9 Cost of revenues 1,244.5 2,336.7 Gross profit 262.1 676.2 Selling, general and administrative expenses 184.1 233.5 Amortization of intangibles and other assets 31.9 65.7 Goodwill and other asset impairments — 9.8 Restructuring and other charges 3.0 29.8 Operating income 43.1 337.4 Other income (expense): Interest expense ( 0.5 ) ( 0.5 ) Investment income (expense) ( 1.2 ) 1.4 Other, net 4.2 6.9 Earnings before income taxes 45.6 345.2 Provision for income taxes 6.8 68.1 Net earnings attributable to Labcorp Holdings Inc. $ 38.8 $ 277.1 3. REVENUES 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 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 Payer/Customer Dx Clients 24 % — % — % 24 % 24 % — % — % 24 % 22 % — % — % 22 % Patients 10 % — % — % 10 % 9 % — % — % 9 % 8 % — % — % 8 % Medicare and Medicaid 8 % — % — % 8 % 8 % — % — % 8 % 8 % — % — % 8 % Third party 36 % — % — % 36 % 36 % — % — % 36 % 39 % — % — % 39 % Total Dx revenues by payer 78 % — % — % 78 % 77 % — % — % 77 % 77 % — % — % 77 % BLS Pharmaceutical, biotechnology and medical device companies 9 % 9 % 4 % 22 % 10 % 9 % 4 % 23 % 10 % 9 % 4 % 23 % Total revenues 87 % 9 % 4 % 100 % 87 % 9 % 4 % 100 % 87 % 9 % 4 % 100 % Revenues in the U.S. were $ 10,858.3 ( 83.5 %), $ 10,177.7 ( 83.7 %), and $ 9,930.3 ( 83.7 %) for the years ended December 31, 2024, 2023, and 2022. The following is a description of the current revenue recognition policies of the Company: Dx Revenues 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 F-16 Index 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. Dx considers negotiated discounts and anticipated adjustments, including historical collection experience for the payer portfolio, when revenues are recorded. The following are descriptions of the Dx payer portfolios: Clients Client payers represent the portion of Dx’s revenue related to physicians, hospitals, health systems, accountable care organizations (ACOs), employers, and other entities where payment is received exclusively from the entity ordering the testing service. 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 offerings. In these cases, revenue is recognized when services are rendered or delivered. Patients This portfolio includes revenue from uninsured patients and member cost-share for insured patients (e.g., coinsurance, deductibles, and non-covered services). Uninsured patients are billed based upon Dx’s patient list fee schedules, net of any discounts negotiated with physicians on behalf of their patients. 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. Medicare and Medicaid This portfolio relates to fee-for-service revenue from traditional Medicare and Medicaid programs. Revenue from these programs is based on the fee schedule established by the related government authority. In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue. Any remaining adjustments to revenue are recorded at the time of final collection and settlement. These adjustments are not material to Dx’s results of operations in any period presented. Third Party Third party includes revenue related to managed care organizations (MCOs). The majority of Dx’s third-party revenue is reimbursed on a fee-for-service basis. These payers are billed at Dx’s established list price and revenue is recorded net of contractual discounts. The majority of Dx’s MCO sales are recorded based upon contractually negotiated fee schedules with sales for non-contracted MCOs recorded based on historical reimbursement experience. In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue. Any remaining adjustments to revenue are recorded at the time of final collection and settlement. These adjustments are not material to Dx’s results of operations in any period presented. Third-party reimbursement is also received through capitation agreements with MCOs and independent physician associations. Under capitated agreements, revenue is recognized based on a negotiated per-member, per-month payment for an agreed upon menu of tests, or based upon the proportionate share earned by Dx from a capitation pool. When the agreed upon reimbursement is based solely on an established rate per member, revenue is not impacted by the volume of testing performed. Under a capitation pool arrangement, the aggregate value of an established rate per member is distributed based on the volume and complexity of the procedures performed by laboratories participating in the agreement. Dx recognizes revenue monthly, based upon the established capitation rate or anticipated distribution from a capitated pool. BLS Revenues 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 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. For contracts that include multiple performance obligations, BLS allocates the contract value to the goods and services based on a customer price list, if available. 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 F-17 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) customer. These contracts generally take the form of fixed-price or fee-for-service arrangements subject to pricing adjustments based on changes in scope. Fixed-price contracts are typically recognized as revenue over time based on a proportional-performance basis, using either input or output methods that are specific to the service provided. In an output method, revenue is determined by dividing the actual units of output achieved by the total units of output required under the contract and multiplying that percentage by the total contract value. When using an input method, revenue is recognized by dividing the actual costs incurred by the total estimated cost expected to complete the contract, and multiplying that percentage by the total contract value. Contract costs principally include direct labor costs, research model costs, and allocated overhead. The estimate of total costs expected to complete the contract requires significant judgment, and these estimates are reviewed periodically. Any adjustments to the estimates are recognized on a cumulative catch-up basis in the period they become known. 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 service is completed. For services billed based on time and materials, revenue is recognized using the right to invoice practical expedient. Contracts are often modified to account for changes in contract specifications and requirements. Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively. When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Most contracts are terminable with or without cause by the customer, either immediately or upon notice. These contracts often require payment to BLS of expenses, fees earned to date and, in some cases, a termination fee or a payment to BLS of some portion of the fees or profits that could have been earned by BLS under the contract if it had not been terminated early. Termination fees are included in revenues when services have been performed and realization is assured. BLS incurs sales commissions in the process of obtaining contracts with customers, which are recoverable through the service fees in the contract. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term, along with related payroll tax expense. The amortization of commission expense is based on the weighted-average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. The amortization period of sales commissions ranges from approximately 1 to 5 years, depending on the business. 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 Sheets. Payments received in advance of services being provided are contract liabilities recognized as unearned revenue. Revenue recognized in advance of billing are recognized as unbilled services and the majority of BLS’s unbilled services represent unbilled receivables. Once a customer is invoiced, the contract asset is reduced for the amount billed, and a corresponding accounts receivable is recognized. All contract assets are billable to customers within one year from the respective balance sheet date. F-18 Index 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, 2024 2023 Dx accounts receivable $ 1,259.3 $ 1,135.2 BLS accounts receivable 729.5 810.8 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 Less reserve for unbilled services ( 7.6 ) ( 7.5 ) Unbilled services $ 152.9 $ 185.4 Unearned revenue $ 392.2 $ 421.7 Revenue recognized during the period that was included in the unearned revenue balance at the beginning of the period, for the years ended December 31, 2024, 2023, and 2022 was $ 113.0 , $ 78.9 , and $ 99.7 , respectively. Credit Loss Rollforward 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 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 ) 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. F-19 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 4. BUSINESS ACQUISITIONS AND DISPOSITIONS 2024 During the year ended December 31, 2024, the Company acquired several businesses and related assets for cash of approximately $ 839.0 . 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 ). 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 $ 440.3 in identifiable intangible assets. 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 Prepaid expenses and other — — — — — — 8.4 8.4 Property, plant and equipment 7.2 0.9 — 76.7 9.1 1.3 28.1 123.3 Goodwill 70.7 25.9 45.1 100.4 107.4 41.0 ( 90.6 ) 299.9 Intangible assets 79.8 29.2 50.8 113.2 121.1 46.2 44.3 484.6 Total assets acquired 157.7 56.0 97.7 302.4 237.6 88.5 ( 7.8 ) 932.1 Accrued expenses and other — — — — — — ( 3.9 ) ( 3.9 ) 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 2024 acquisitions been completed at January 1, 2023, the Company’s pro forma results would have been as follows: Year Ended December 31, 2024 2023 Revenues $ 13,353.6 $ 12,716.4 Net earnings attributable to LHI $ 761.8 $ 423.3 Dispositions 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 . F-20 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 2023 During the year ended December 31, 2023, the Company acquired several businesses and related assets for cash of approximately $ 671.5 . 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 were preliminary at 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 ) Inventories — — 1.3 — — — — 1.3 Prepaid expenses and other — 0.4 — — 0.2 0.3 0.6 1.5 Property, plant and equipment — — 4.7 — 3.3 6.5 ( 1.5 ) 13.0 Goodwill 50.8 54.1 50.7 73.8 49.0 18.5 ( 29.4 ) 267.5 Intangible assets 57.2 61.1 57.2 83.2 55.2 26.9 19.5 360.3 Other assets 2.2 — — — — 17.9 — 20.1 Total assets acquired 110.2 112.8 113.9 157.0 107.7 72.1 ( 10.6 ) 663.1 Accounts payable — — — — — 1.2 — 1.2 Accrued expenses and other — — 3.9 — — 1.2 ( 8.3 ) ( 3.2 ) Deferred income taxes — — — — — — ( 2.3 ) ( 2.3 ) Other liabilities — — — — — ( 4.1 ) — ( 4.1 ) Total liabilities acquired — — 3.9 — — ( 1.7 ) ( 10.6 ) ( 8.4 ) Net assets acquired $ 110.2 $ 112.8 $ 110.0 $ 157.0 $ 107.7 $ 73.8 $ — $ 671.5 Unaudited Pro Forma Information for 2023 Acquisitions 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, 2023 2022 Revenues $ 12,350.1 $ 12,126.3 Earnings from continuing operations $ 397.2 $ 1,030.3 2022 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 transactions were preliminary at December 31, 2022. The areas of the purchase price allocation F-21 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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 Unbilled services 2.9 — — ( 3.2 ) ( 0.3 ) Inventories 2.5 24.6 — — 27.1 Prepaid expenses and other 1.2 0.4 0.3 — 1.9 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 Accounts payable 3.8 — — ( 0.1 ) 3.7 Accrued expenses and other 57.3 — 15.4 0.1 72.8 Unearned revenue 3.3 — — ( 2.6 ) 0.7 Lease liabilities — 2.9 — — 2.9 Other liabilities 14.6 — — — 14.6 Total liabilities acquired 79.0 2.9 15.4 ( 2.6 ) 94.7 Net assets acquired $ 455.0 $ 423.8 $ 285.2 $ — $ 1,164.0 Unaudited Pro Forma Information for 2022 Acquisitions 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, 2022 2021 Revenues $ 11,984.7 $ 13,325.7 Earnings from continuing operations $ 1,006.8 $ 2,182.4 5 . 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 $ 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. During 2023, the Company recorded net restructuring charges of $ 49.1 . The charges were comprised of $ 33.4 in severance and other personnel costs and $ 22.3 in facility-related costs primarily associated with general integration activities. The charges were offset by the reversal of a previously established liability of $ 1.7 in unused severance and $ 4.9 in unused facility-related costs. During 2022, the Company recorded net restructuring charges of $ 54.0 . 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. F-22 Index 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: Severance and Other Employee Costs Lease and Other Facility Costs Total Liability balance at December 31, 2022 $ 2.1 $ 9.4 $ 11.5 Restructuring charges 33.4 22.3 55.7 Reduction of prior restructuring accruals ( 1.7 ) ( 4.9 ) ( 6.6 ) Cash payments and other adjustments ( 26.2 ) ( 13.8 ) ( 40.0 ) Liability balance at December 31, 2023 7.6 13.0 20.6 Restructuring charges 43.0 5.9 48.9 Reduction of prior restructuring accruals ( 2.5 ) ( 0.4 ) ( 2.9 ) Cash payments and other adjustments ( 39.7 ) ( 5.6 ) ( 45.3 ) 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. 6. LEASES 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. Leases have remaining lease terms of less than a year to 20 years, some of which include options to extend the leases for up to 20 years. The components of lease expense were as follows: Year Ended December 31, 2024 2023 2022 Operating lease cost $ 220.9 $ 202.6 $ 198.1 Finance lease cost: Amortization of right-of-use assets $ 7.5 $ 7.1 $ 8.0 Interest on lease liabilities 4.4 4.8 5.2 Total finance lease cost $ 11.9 $ 11.9 $ 13.2 Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: 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: Operating leases $ 226.8 $ 106.4 $ 159.2 Finance leases $ 23.9 $ 2.3 $ — F-23 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) Supplemental balance sheet information related to leases was as follows: December 31, 2024 2023 Operating Leases: Operating lease ROU assets (included in Property, plant and equipment, net) $ 784.5 $ 737.1 Short-term operating lease liabilities $ 184.6 $ 165.8 Operating lease liabilities 676.3 648.9 Total operating lease liabilities $ 860.9 $ 814.7 Finance Leases: Finance lease ROU assets (included in Other assets) $ 64.1 $ 69.5 Short-term finance lease liabilities $ 6.1 $ 6.4 Financing lease liabilities 74.3 78.6 Total finance lease liabilities $ 80.4 $ 85.0 Weighted-average Remaining Lease Term (in Years): Operating leases 8.2 8.4 Finance leases 14.1 14.7 Weighted-average Discount Rate: Operating leases 4.4 % 4.1 % Finance leases 5.2 % 5.3 % Maturities of lease liabilities are as follows: 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 Total lease payments 1,026.7 113.6 Less imputed interest ( 165.8 ) ( 33.2 ) Less current portion ( 184.6 ) ( 6.1 ) 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. The Company has variable lease payments that do not depend on a rate index, primarily for purchase volume commitments, which are recorded as variable cost when incurred. Total variable payments for the year ended December 31, 2024, 2023, and 2022 were $ 32.4 , $ 32.7 , and $ 27.9 , respectively. F-24 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 7. PROPERTY, PLANT AND EQUIPMENT, NET December 31, Range of Useful Lives (in Years) 2024 2023 Land $ 112.3 $ 98.8 Buildings and building improvements 10 - 55 1,098.4 1,083.8 Machinery and equipment 3 - 10 2,108.2 2,008.0 Software 3 - 10 1,023.1 924.7 Furniture and fixtures 5 - 10 105.9 106.5 Leasehold improvements 1 550.6 515.8 Construction in progress 333.4 342.2 Operating lease ROU assets 784.5 737.1 6,116.4 5,816.9 Less accumulated depreciation ( 3,071.0 ) ( 2,905.1 ) $ 3,045.4 $ 2,911.8 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. 8. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of Goodwill, net of impairment, were as follows: Dx BLS Total December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 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 Impairment — — — ( 333.6 ) — ( 333.6 ) Foreign currency impact and other adjustments to goodwill ( 11.3 ) ( 16.5 ) ( 61.4 ) 72.0 ( 72.7 ) 55.5 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: Range of Useful Lives (in Years) December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 10 - 36 $ 4,114.7 $ ( 1,540.7 ) $ 2,574.0 $ 3,868.6 $ ( 1,367.2 ) $ 2,501.4 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 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 $ 5,433.3 $ ( 1,944.4 ) $ 3,488.9 $ 5,058.4 $ ( 1,716.4 ) $ 3,342.0 1 Includes $ 105.9 and $ 87.5 of indefinite-lived intangible assets at December 31, 2024, and 2023, respectively. F-25 Index 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 Amortization Period Customer relationships $ 309.0 14.4 Non-compete agreements 55.5 5.0 Trade name 5.8 2.0 Technology 107.0 11.0 $ 477.3 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 $ 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. 9. ACCRUED EXPENSES AND OTHER December 31, 2024 2023 Employee compensation and benefits $ 495.4 $ 431.4 Accrued taxes payable 152.7 127.5 Other 223.1 245.1 $ 871.2 $ 804.0 10. OTHER LIABILITIES December 31, 2024 2023 Deferred compensation plan obligation $ 132.5 $ 107.4 Defined-benefit plan obligation 59.5 64.5 Worker’s compensation and auto 46.5 41.4 Cross currency swaps liability 142.7 53.7 Other 136.2 142.3 $ 517.4 $ 409.3 11. DEBT Short-term borrowings and current portion of long-term debt consisted of the following: December 31, 2024 2023 3.60% senior notes due 2025 $ 1,000.0 $ — 2.30% senior notes due 2024 — 400.0 3.25% senior note due 2024 — 600.0 Debt issuance costs ( 0.1 ) ( 1.3 ) Current portion of note payable 0.4 1.1 Total short-term borrowings and current portion of long-term debt $ 1,000.3 $ 999.8 F-26 Index 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: December 31, 2024 2023 3.60% senior notes due 2025 $ — $ 1,000.0 1.55% senior notes due 2026 500.0 500.0 3.60% senior notes due 2027 600.0 600.0 2.95% senior notes due 2029 650.0 650.0 4.35% senior notes due 2030 650.0 — 2.70% senior notes due 2031 423.2 430.4 4.55% senior notes due 2032 500.0 — 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 Total long-term debt $ 5,331.2 $ 4,054.7 Credit Facilities 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. The revolving credit facility also provides for a subfacility of up to $ 100.0 for swing line borrowings and a subfacility of up to $ 150.0 for issuances of letters of credit. The Company is required to pay a facility fee on the aggregate commitments under the revolving credit facility, at a per annum rate ranging from 0.10% to 0.225% , depending on the Company’s debt ratings. 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, 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 F-27 Index 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 . Senior Notes 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 2025 $ 1,000.4 2026 500.0 2027 900.0 2028 — 2029 650.0 Thereafter 3,323.5 Total scheduled payments 6,373.9 Less current portion ( 1,000.4 ) Long-term debt, due beyond one year $ 5,373.5 12. PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY The Company is authorized to issue up to 265.0 shares of Common Stock, par value $ 0.10 per share. 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 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 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, 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 F-28 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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 in the Company’s Consolidated Balance Sheets. Dividends 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. Accumulated Other Comprehensive Earnings The components of Accumulated other comprehensive earnings are as follows: Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Earnings 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 Pension settlement charge — ( 10.9 ) ( 10.9 ) 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 ) Current year adjustments ( 217.1 ) ( 2.6 ) ( 219.7 ) Amounts reclassified from Accumulated other comprehensive earnings (a) — 23.3 23.3 Tax effect of adjustments — ( 5.9 ) ( 5.9 ) Balance at December 31, 2024 $ ( 264.7 ) $ 3.1 $ ( 261.6 ) (a) The amortization of prior service cost is included in the computation of net periodic benefit cost. 13. INCOME TAXES The sources of income before taxes, classified between domestic and foreign entities, are as follows: Year Ended December 31, 2024 2023 2022 Domestic $ 629.7 $ 504.0 $ 1,097.9 Foreign 329.8 64.9 139.5 Total pre-tax income $ 959.5 $ 568.9 $ 1,237.4 F-29 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) The components of income tax expense attributable to continuing operations are as follows: Year Ended December 31, 2024 2023 2022 Current tax expense: Federal $ 125.9 $ 183.1 $ 150.8 State 46.2 38.9 25.4 Foreign 60.4 44.6 34.0 $ 232.5 $ 266.6 $ 210.2 Deferred tax (benefit) expense: Federal $ ( 6.3 ) $ ( 63.1 ) $ 15.8 State ( 11.1 ) ( 31.6 ) 0.6 Foreign ( 2.7 ) 16.6 7.3 ( 20.1 ) ( 78.1 ) 23.7 Total income tax expense $ 212.4 $ 188.5 $ 233.9 The effective tax rates on earnings before income taxes are reconciled to statutory U.S. income tax rates as follows: Year Ended December 31, 2024 2023 2022 Statutory U.S. rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of U.S. federal income tax effect 2.8 4.0 4.2 Foreign earnings taxed at lower rates than the statutory U.S. rate ( 1.7 ) ( 2.2 ) ( 0.7 ) Tax credits ( 2.5 ) ( 3.8 ) ( 5.4 ) Impairment of assets — 10.8 3.7 Limitation of officer compensation 0.7 1.7 1.2 Worthless stock loss — ( 2.6 ) — 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 ) Effective rate 22.1 % 33.1 % 18.9 % 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, 2024 2023 Deferred tax assets: Accounts receivable $ 33.7 $ 27.9 Employee compensation and benefits 70.8 81.7 Operating lease liability 199.3 191.4 Acquisition and restructuring reserves 8.9 9.2 Capitalized research and design costs 194.7 142.9 Tax loss carryforwards 224.0 246.9 Other 108.6 95.1 Total gross deferred tax assets 840.0 795.1 Less: valuation allowance ( 127.2 ) ( 150.2 ) Deferred tax assets, net of valuation allowance $ 712.8 $ 644.9 Deferred tax liabilities: Right of use asset $ ( 181.6 ) $ ( 175.3 ) Intangible assets ( 626.7 ) ( 614.8 ) Property, plant and equipment ( 177.7 ) ( 163.5 ) Other ( 71.7 ) ( 66.2 ) Total gross deferred tax liabilities $ ( 1,057.7 ) $ ( 1,019.8 ) Net deferred tax liabilities $ ( 344.9 ) $ ( 374.9 ) F-30 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) The table below provides a rollforward of the valuation allowance: Year Ended December 31, 2024 2023 2022 Beginning balance $ 150.2 $ 151.3 $ 149.2 Movements charged to expense ( 22.8 ) ( 8.9 ) 10.2 Reductions and other adjustments ( 0.2 ) 7.8 ( 8.1 ) Ending balance $ 127.2 $ 150.2 $ 151.3 The Company has U.S. federal tax loss carryforwards of approximately $ 103.0 , which expire periodically through 2037, as well as post-2017 carryforwards of $ 162.5 that are limited to 80 % of taxable income and have an indefinite carryforward period. The utilization of tax loss carryforwards is limited due to change of ownership rules; however, at this time, the Company expects to fully utilize substantially all U.S. federal tax loss carryforwards with the exception of approximately $ 1.9 for which a full valuation allowance has been provided. The Company has U.S. 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 $ 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 $ 444.7 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 $ 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 $ 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 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: Year Ended December 31, 2024 2023 2022 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 Increase in reserve for tax positions taken in a prior period 3.8 10.4 10.6 Decrease in reserve for tax positions taken in a prior period ( 3.4 ) ( 4.0 ) — Decrease in reserve as a result of settlements ( 0.1 ) ( 7.2 ) ( 10.4 ) Decrease in reserve as a result of lapses in the statute of limitations ( 0.2 ) ( 8.6 ) ( 4.1 ) 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 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. The Company has various state and foreign income tax examinations ongoing throughout the year. The Company believes adequate provisions have been recorded related to all open tax years. F-31 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) As a result of the Tax Cuts and Jobs Act (TCJA), the Company was effectively taxed on all of its previously unremitted foreign earnings. The TCJA also enacts a territorial tax system that allows, for the most part, tax-free repatriation of foreign earnings. The Company still considers the earnings of its foreign subsidiaries to be permanently reinvested, but, if repatriation were to occur, the Company would be required to accrue U.S. taxes, if any, and remit applicable withholding taxes as appropriate. 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 in which the Company operates. 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. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting, and financial statements for the constituent entities in the Company. Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Company operates are above 15%. 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%. Accordingly, the Company has provisioned for $ 2.7 of incremental income tax expense attributable to Pillar Two. 14. STOCK COMPENSATION PLANS Stock Incentive Plans 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 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: Number of Options Weighted-Average Exercise Price per Option Weighted-Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value 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 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 were as follows: Year Ended December 31, 2024 2023 2022 Cash received by the Company $ 6.5 $ 2.9 $ 7.1 Tax benefits realized $ 1.6 $ 0.7 $ 1.8 Aggregate intrinsic value $ 1.6 $ 0.7 $ 8.2 F-32 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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 Fair value per option $ 73.08 $ 72.27 $ 68.35 Weighted-average expected life (in years) 6.0 6.0 6.0 Risk free interest rate 4.1 % 3.4 % 2.0 % Expected volatility 30.0 % 29.8 % 28.6 % Expected dividend yield 1.3 % 1.4 % 0.9 % The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free interest rate for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility of the Company’s stock is based on historical volatility of the Company’s stock. The Company estimates expected option terms through an analysis of actual, historical post-vesting exercise, cancellation and expiration behavior by employees and projected post-vesting activity of outstanding options. 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 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 The Company grants restricted stock, restricted stock units, and performance shares (non-vested shares) to officers and key employees and grants restricted stock and restricted stock units to non-employee directors. Restricted stock and units typically vest annually in equal one-third increments beginning on the first anniversary of the grant . A performance share grant in 2022 represents a three-year award opportunity for the period 2022-2024, and if earned, vests fully (to the extent earned) in the first quarter of 2025. A performance share grant in 2023 represents a three-year award opportunity for the period of 2023-2025 and, if earned, vests fully (to the extent earned) in the first quarter of 2026. A performance share grant in 2024 represents a three-year award opportunity for the period of 2024-2026 and, if earned, vests fully (to the extent earned) in the first quarter of 2027. Performance share awards are subject to certain earnings per share, revenue, and total shareholder return targets , the achievement of which may increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. Unearned restricted stock and performance share compensation is amortized to expense, when probable, over the applicable vesting periods. For 2024, 2023, and 2022, total restricted stock, restricted stock unit, and performance share compensation expense was $ 96.6 , $ 111.1 , and $ 97.7 , respectively. The following table shows a summary of non-vested shares for the year ended December 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Beginning balance 1.0 $ 248.41 Granted 0.5 $ 224.23 Vested ( 0.5 ) $ 264.80 Canceled ( 0.1 ) $ 222.52 Ending balance 0.9 $ 226.44 Unrecognized Compensation Cost 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 Under the 2016 Employee Stock Purchase Plan, the Company is authorized to issue 1.8 shares of Common Stock. 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 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. F-33 Index 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 Fair value of the employee’s purchase right $ 47.56 $ 49.19 $ 62.50 Valuation assumptions Risk free interest rate 5.0 % 5.0 % 1.3 % Expected volatility 27.9 % 30.0 % 30.0 % Expected dividend yield 1.3 % 1.4 % 0.9 % 15. COMMITMENTS AND CONTINGENCIES 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. These matters include, but are not limited to, intellectual property disputes, commercial and contract disputes, professional liability claims, employee-related matters, transaction-related disputes, securities and corporate law matters, and inquiries, including subpoenas and other civil investigative demands, from governmental agencies, Medicare or Medicaid payers and MCOs reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties. The Company receives civil investigative demands or other inquiries from various governmental bodies in the ordinary course of its business. Such inquiries can relate to the Company or other parties, including physicians and other health care providers. The Company works cooperatively to respond to appropriate requests for information. The Company also is named from time to time in suits brought under the qui tam provisions of the False Claims Act and comparable state laws. These suits typically allege that the Company has made false statements and/or certifications in connection with claims for payment from U.S. federal or state healthcare programs. The suits may remain under seal (hence, unknown to the Company) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Such claims are an inevitable part of doing business in the healthcare field today. The Company believes that it is in compliance in all material respects with all statutes, regulations, and other requirements applicable to its commercial laboratory operations and biopharma laboratory services. These industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations. Therefore, the applicable statutes and regulations could be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these statutes and regulations include significant civil and criminal penalties, fines, the loss of various licenses, certificates and authorizations, additional liabilities from third-party claims, and/or exclusion from participation in government programs. Many of the current claims and legal actions against the Company are in preliminary stages, and many of these cases seek an indeterminate amount of damages. 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 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. The Company is unable to estimate a range of reasonably probable loss for the proceedings described in more detail below in which damages either have not been specified or, in the Company’s judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages, (ii) there is uncertainty as to the outcome of pending appeals or motions, (iii) there are significant factual issues to be resolved, and/or (iv) there are novel legal issues to be presented. For these proceedings, however, the Company does not believe, based on currently available information, that the adverse outcomes are probable and reasonably estimable, and it does not believe they will have a material adverse effect on the Company’s financial statements. The Company has received various subpoenas and other civil investigative demands related to Medicaid billing. 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 F-34 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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. The Petition alleges that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations, and that the Company offered remuneration to Texas health care providers in the form of discounted pricing for certain laboratory testing services in exchange for the providers’ referral of Texas Medicaid business to the Company. The Petition seeks actual and double damages and civil penalties, as well as recovery of costs, attorney’s fees, and legal expenses. On August 1, 2022, the District Court entered an order granting the Company’s Motion for Partial Summary Judgment with respect to the claim that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations. Plaintiffs filed a Notice of Non-Suit and Motion for Entry of Final Judgment and, on November 11, 2022, the court entered a Judgment. 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. On August 31, 2015, the Company was served with a putative class action lawsuit, Patty Davis v. Laboratory Corporation of America, et al. , filed in the Circuit Court of the Thirteenth Judicial Circuit for Hillsborough County, Florida. The complaint alleges that the Company violated the Florida Consumer Collection Practices Act by billing patients who were collecting benefits under the Workers’ Compensation Statutes. The lawsuit seeks injunctive relief and actual and statutory damages, as well as recovery of attorney’s fees and legal expenses. In April 2017, the Circuit Court granted the Company’s Motion for Judgment on the Pleadings. The Plaintiff appealed the Circuit Court’s ruling to the Florida Second District Court of Appeal. On October 16, 2019, the Florida Second District Court of Appeal reversed the Circuit Court’s dismissal, but certified a controlling issue of Florida law to the Florida Supreme Court. On February 17, 2020, the Florida Supreme Court accepted jurisdiction of the lawsuit. The court held oral arguments on December 9, 2020. 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. 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. Nolan, et al. v. Laboratory Corporation of America Holdings , filed in the U.S. District Court for the Middle District of North Carolina. The complaint alleges that the Company’s patient acknowledgement of estimated financial responsibility form is misleading. The lawsuit seeks a declaratory judgment under the consumer protection laws of Nevada and Florida that the form is materially misleading and deceptive, an injunction barring the use of the form, damages on behalf of an alleged class, and attorney’s fees and expenses. On February 28, 2022, the Company filed a Motion to Dismiss all claims. On February 13, 2023, the court entered an order granting the Company’s Motion to Dismiss. On March 13, 2023, Plaintiffs filed a Notice of Appeal. 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. The Company is cooperating with the DOJ. On May 14, 2019, Retrieval-Masters Creditors Bureau, Inc. d/b/a American Medical Collection Agency (AMCA), an external collection agency, notified the Company about a security incident AMCA experienced that may have involved certain personal information about some of the Company’s patients (the AMCA Incident). The Company referred patient balances to AMCA only when direct collection efforts were unsuccessful. The Company’s systems were not impacted by the AMCA Incident. Upon learning of the AMCA Incident, the Company promptly stopped sending new collection requests to AMCA and stopped AMCA from continuing to work on any pending collection requests from the Company. AMCA informed the Company that it appeared that an unauthorized user had access to AMCA’s system between August 1, 2018, and March 30, 2019, and that AMCA could not rule out the possibility that personal information on AMCA’s system was at risk during that time period. Information on AMCA’s affected system from the Company may have included name, address, and balance information for the patient and person responsible for payment, along with the patient’s phone number, date of birth, referring physician, and date of service. The Company was later informed by AMCA that health insurance information may have been included for some individuals, and because some insurance carriers utilize the Social Security Number as a subscriber identification number, the Social Security Number for some individuals may also have been affected. No ordered tests, laboratory test results, or diagnostic information from the Company were in the AMCA affected system. The Company notified F-35 Index 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. Twenty-three putative class action lawsuits were filed against the Company related to the AMCA Incident in various U.S. District Courts. Numerous similar lawsuits have been filed against other health care providers who used AMCA. These lawsuits were consolidated into a multidistrict litigation in the District of New Jersey. On November 15, 2019, the Plaintiffs filed a Consolidated Class Action Complaint in the U.S. District Court of New Jersey. The consolidated Complaint generally alleged that the Company did not adequately protect its patients’ data and failed to timely notify those patients of the AMCA Incident. The Complaint asserted various causes of action, including but not limited to negligence, breach of implied contract, unjust enrichment, and the violation of state data protection statutes. The Complaint sought damages on behalf of a class of all affected Company customers. On January 22, 2020, the Company filed Motions to Dismiss all claims. On December 16, 2021, the court granted in part and denied in part the Company’s Motion to Dismiss. On March 31, 2022, the Plaintiffs filed an Amended Complaint alleging claims for negligence, negligence per se, breach of confidence, invasion of privacy, and various state statutory claims, including a claim under the California Confidentiality of Medical Information Act. The Company filed a Motion to Dismiss certain claims of the Amended Complaint. 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. The Company was served with a shareholder derivative lawsuit, Raymond Eugenio, Derivatively on Behalf of Nominal Defendant, Laboratory Corporation of America Holdings v. Lance Berberian, et al. , filed in the Court of Chancery of the State of Delaware on April 23, 2020. The complaint asserts derivative claims on the Company’s behalf against the Company’s board of directors and certain executive officers. The complaint generally alleges that the defendants failed to ensure that the Company utilized proper cybersecurity safeguards and failed to implement a sufficient response to data security incidents, including the AMCA Incident. The complaint asserts derivative claims for breach of fiduciary duty and seeks relief including damages, certain disclosures, and certain changes to the Company’s internal governance practices. On June 2, 2020, the Company filed a Motion to Stay the lawsuit due to its overlap with the multi-district litigation referenced above. On July 2, 2020, the Company filed a Motion to Dismiss. On July 14, 2020, the court entered an order staying the lawsuit pending the resolution of the multi-district litigation. The Company will vigorously defend the lawsuit. Certain governmental entities have requested information from the Company related to the AMCA Incident. The Company received a request for information from the Office for Civil Rights (OCR) of the Department of Health and Human Services. On April 28, 2020, OCR notified the Company of the closure of its inquiry. The Company has also received requests from a multi-state group of state Attorneys General and is cooperating with these requests for information. On January 31, 2020, the Company was served with a putative class action lawsuit, Luke Davis and Julian Vargas, et al. v. Laboratory Corporation of America Holdings , filed in the U.S. District Court for the Central District of California. The lawsuit alleges that visually impaired patients are unable to use the Company’s touchscreen kiosks at Company patient service centers in violation of the Americans with Disabilities Act and similar California statutes. The lawsuit seeks statutory damages, injunctive relief, and attorney’s fees and costs. On March 20, 2020, the Company filed a Motion to Dismiss Plaintiffs’ Complaint and to Strike Class Allegations. In August 2020, the Plaintiffs filed an Amended Complaint. On April 26, 2021, the Plaintiffs and the Company each filed Motions for Summary Judgment and the Plaintiffs filed a Motion for Class Certification. On May 23, 2022, the court entered an order granting Plaintiffs’ Motion for Class Certification. On June 6, 2022, the Company filed a Petition for Permission to Appeal the Order Granting Class Certification with the U.S. Court of Appeals for the Ninth Circuit. On September 22, 2022, the Ninth Circuit granted the Company’s Petition for Permission to Appeal the Order Granting Class Certification. 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. 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. filed a patent infringement lawsuit, Ravgen Inc. v. Laboratory Corporation of America Holdings , in the U.S. District Court for the Western District of Texas, alleging infringement of two Ravgen-owned U.S. patents. 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, F-36 Index 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. On June 4, 2021, the Company also instituted proceedings before the Patent Trial and Appeal Board of the U.S. 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 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. Laboratory Corporation of America (Bermejo I) filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain non-exempt California-based employees were not properly compensated for driving time or properly paid wages upon termination of employment. The Plaintiff asserts these actions violate various California Labor Code provisions and Section 17200 of the Business and Professional Code. The lawsuit seeks monetary damages, civil penalties, and recovery of attorney’s fees and costs. On June 15, 2020, the lawsuit was removed to the U.S. District Court for the Central District of California. 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. The second lawsuit seeks to recover civil penalties and recovery of attorney’s fees and costs. On October 28, 2020, the court issued an order staying proceedings in Bermejo II pending resolution of Bermejo I . The second lawsuit seeks to recover civil penalties and recovery of attorney’s fees and costs. On February 24, 2022, the parties entered into a Memorandum of Understanding of the terms of a settlement of the Bermejo I and Bermejo II lawsuits. The court granted preliminary approval of the parties’ settlement agreement of the Bermejo I lawsuit on March 17, 2023, and of the Bermejo II lawsuit on November 29, 2023. The settlement funds for the Bermejo I and Bermejo II settlements 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. 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 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. 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. v. Laboratory Corporation of America, Laboratory Corporation of America Holdings, and Meta Platforms, Inc. , filed in the U.S. District Court for the Northern District of California, alleging that the Company’s website includes a tracking code created by Meta, known as the Meta Pixel, that sent information related to Plaintiffs and their online activities to Meta. Plaintiffs assert claims against the Company under California and Pennsylvania law and seek to represent classes of all persons in California, or in Pennsylvania, who allegedly entered search terms into the Company’s website and who used Facebook during a time that Plaintiffs allege the Meta Pixel was active on the Company’s website. Plaintiffs seek an injunction, damages, attorneys’ fees, and costs. On August 23, 2023, the Company filed a Motion to Dismiss. On September 5, 2023, the lawsuit was transferred to the U.S. District Court for the Middle District of North Carolina. On September 9, 2023, Plaintiffs filed an Amended Complaint. Among other things, the Amended Complaint contains allegations that in addition to the Meta Pixel, the Company’s website uses Google Analytics and other online tracking technologies. 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 has responded to this request. F-37 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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 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. The Company is cooperating with the DOJ. In April 2023, the Company received Civil Investigative Demands issued by the DOJ in Washington, D.C. requiring the production of information related to the Medicare billing rule regarding reimbursement for laboratory testing performed for hospital patients. 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. Laboratory Corporation of America Holdings , was filed in the U.S. District Court for the Eastern District of Pennsylvania, alleging that the Company’s website includes a computer code created by Google that sent information to Google related to Plaintiffs and their online activities. Plaintiffs assert statutory and common law claims against the Company and seek to represent a class of all persons whose protected health information was allegedly shared with Google from the Company’s website before March 8, 2023. Plaintiffs seek an injunction, damages, attorneys’ fees, and costs. 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. While it is not feasible to predict the outcome of such proceedings, in the opinion of the Company, the likelihood of loss is remote and any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to the Company’s financial condition, results of operations, or cash flows, either individually or in the aggregate. Under the Company’s present insurance programs, coverage is obtained for catastrophic exposure as well as those risks required to be insured by law or contract. The Company is responsible for the uninsured portion of losses related primarily to general, professional and vehicle liability, certain medical costs and workers’ compensation. The self-insured retentions are on a per-occurrence basis without any aggregate annual limit. Provisions for losses expected under these programs are recorded based upon the Company’s estimates of the aggregated liability of claims incurred. 16. PENSION AND POSTRETIREMENT PLANS Defined Contribution Retirement Plans The Company has various U.S. defined contribution retirement plans (401K Plans). Under these 401K Plans, employees can contribute a portion of their salary to the plan and the Company makes minimum non-elective contributions, discretionary contributions, and matching contributions, depending on the terms of the specific plan. 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 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 The Company sponsors both funded and unfunded defined benefit pension plans which provide benefits based on various criteria such as years of service and salary. The Company maintained two plans in the United States, two plans in the United Kingdom and one in Germany. The two plans in the United States (U.S. Plans) were closed to new entrants and the accrual of service credits at the end of 2009. 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. The UK and German plans are aggregated for disclosure as the Non-U.S. Plans. F-38 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) Net Periodic Benefit Costs The components of the net periodic benefit costs for the defined benefit pension plans are as follows: U. S. Plans Non-U.S. Plans Year Ended December 31, 2024 2023 2022 2024 2023 2022 Service cost for benefits earned $ 3.7 $ 3.9 $ 2.8 $ 1.5 $ 1.4 $ 2.4 Interest cost on benefit obligation 11.1 12.3 9.1 14.7 15.2 9.1 Expected return on plan assets ( 11.0 ) ( 11.6 ) ( 12.9 ) ( 16.0 ) ( 16.7 ) ( 15.8 ) Net amortization and deferral 3.3 4.5 4.6 0.5 0.1 0.8 Settlements — 10.9 4.1 — — ( 1.1 ) 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 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: U. S. Plans Non-U.S. Plans December 31, 2024 2023 2024 2023 Net actuarial loss in accumulated other comprehensive earnings $ 30.7 $ 47.2 $ 12.8 $ 19.1 Change in Projected Benefit Obligation The change in the projected benefit obligation is as follows: U.S. Plans Non-U.S. Plans Year Ended December 31, 2024 2023 2024 2023 Beginning balance $ 231.9 $ 259.5 $ 345.7 $ 319.9 Service cost 3.7 3.9 1.5 1.4 Interest cost 11.1 12.3 14.7 15.2 Actuarial (gain) loss ( 10.6 ) 11.7 ( 43.1 ) 7.0 Benefits and administrative expenses paid ( 22.7 ) ( 55.5 ) ( 14.4 ) ( 14.2 ) Foreign currency exchange rate changes — — ( 6.4 ) 16.4 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. Plans. Change in Fair Value of Plan Assets The change in plan assets is as follows: U.S. Plans Non-U.S. Plans Year Ended December 31, 2024 2023 2024 2023 Beginning balance $ 195.3 $ 226.8 $ 335.9 $ 301.2 Company contributions 10.2 — 7.6 14.1 Actual return on plan assets 13.7 21.6 ( 20.9 ) 18.0 Benefits and administrative expenses paid ( 20.2 ) ( 53.1 ) ( 13.7 ) ( 13.7 ) Foreign currency exchange rate changes — — ( 5.2 ) 16.3 Ending balance $ 199.0 $ 195.3 $ 303.7 $ 335.9 F-39 Index 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 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: U.S. Plans Non-U.S. Plans December 31, 2024 2023 2024 2023 Funded status — (deficit) surplus $ ( 14.4 ) $ ( 36.6 ) $ 5.7 $ ( 9.8 ) Recorded as: Other assets $ 18.9 $ — $ 33.9 $ 21.5 Accrued expenses and other $ 2.6 $ 2.5 $ 0.7 $ 0.7 Other liabilities $ 30.7 $ 34.1 $ 27.5 $ 30.6 Assumptions Weighted-average assumptions used to determine net periodic benefit costs are as follows: U. S. Plans Non-U.S. Plans Year Ended December 31, 2024 2023 2022 2024 2023 2022 Discount rate 5.1 % 5.5 % 2.8 % 3.7 % 4.0 % 2.1 % Salary increases N/A N/A N/A 2.0 % 2.0 % 2.0 % Expected long term rate of return 6.0 % 6.0 % 4.5 % 4.1 % 5.3 % 3.6 % Cash balance interest credit rate 4.0 % 4.0 % 4.0 % N/A N/A N/A A one percentage point decrease or increase in the discount rate would have resulted in a respective increase or decrease in 2024 retirement plan expense of $ 0.2 for the U.S. Plans. A one percentage point decrease or increase in the discount rate would have resulted in a respective increase or decrease in 2024 retirement plan expense of $ 0.6 for the Non-U.S. Plans. Weighted-average assumptions used to determine net periodic benefit obligations are as follows: U.S. Plans Non-U.S. Plans Year Ended December 31, 2024 2023 2024 2023 Discount rate 5.6 % 5.1 % 5.2 % 4.3 % Salary increases N/A N/A 2.0 % 2.0 % The discount rate is determined using the weighted-average yields on high-quality fixed income securities that have maturities consistent with the timing of benefit payments. Lower discount rates increase the size of the benefit obligation and generally increase pension expense in the following year; higher discount rates reduce the size of the benefit obligation and generally reduce subsequent-year pension expense. The expected return on plan assets is the estimated long-term rate of return that will be earned on the investments used to fund the pension obligations. To determine this rate, the Company considers the composition of plan investments, historical returns earned, and expectations about the future. Actual asset over/under performance compared to expected returns will respectively decrease/increase unrecognized loss. The change in the unrecognized loss will change amortization cost in upcoming periods. A one percentage point increase or decrease in the expected return on plan assets would have resulted in a corresponding change in 2024 pension expense of $ 1.8 for the U.S. Plans. A one percentage point increase or decrease in the expected return on plan assets would have resulted in a corresponding change in 2024 pension expense of $ 3.4 for the Non-U.S. Plans. 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 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 F-40 Index 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. Plan Assets 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 U.S Plans Cash and cash equivalents Level 1 $ 4.9 $ — $ 4.9 U.S. equity index funds — 25.9 25.9 International equity index funds — 10.6 10.6 Real estate — 3.8 3.8 General bond index funds — 153.8 153.8 Total fair value $ 4.9 $ 194.1 $ 199.0 Non-U.S. Plans Cash and cash equivalents Level 1 $ 4.1 $ — $ 4.1 Annuities Level 3 45.8 — 45.8 Pooled investment funds — 253.8 253.8 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 U.S Plans Cash and cash equivalents Level 1 $ 3.3 $ — $ 3.3 U.S. equity index funds — 27.3 27.3 International equity index funds — 11.4 11.4 Real estate index fund — 4.0 4.0 General bond index funds — 149.3 149.3 Total fair value $ 3.3 $ 192.0 $ 195.3 Non-U.S. Plans Cash and cash equivalents Level 1 $ 46.2 $ — $ 46.2 Annuities Level 3 52.8 — 52.8 Pooled investment funds — 236.9 236.9 Total fair value $ 99.0 $ 236.9 $ 335.9 The fair market value of index funds and pooled investment funds are valued using the net asset value (NAV) unit price provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund. The fair value of annuity investments are based on discounted cash flow techniques using unobservable valuation inputs such as discount rates and actuarial mortality tables. Fair Value Measurement of Level 3 Pension Assets Annuities Balance at January 1, 2023 $ 50.1 Actual return on plan assets 2.7 Balance at December 31, 2023 52.8 Actual return on plan assets ( 7.0 ) Balance at December 31, 2024 $ 45.8 Investment Policies 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. The F-41 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) primary strategic investment objectives are balancing investment risk and return and monitoring the plan’s liquidity position in order to meet the near-term benefit payment and other cash needs. Target allocation percentages are established at an asset class level by plan fiduciaries. Target allocation ranges are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below a target range. The allocation of the plan assets by asset category is as follows: December 31, 2024 U.S. Plans Non-U.S. Plans Equity securities 18.3 % 11.3 % Debt securities 77.3 % 68.7 % Annuities — % 15.1 % Real estate 1.9 % 3.6 % Other 2.5 % 1.3 % The target allocation of the plan assets by asset category is as follows: December 31, 2024 U.S. Plans Non-U.S. Plans Equity securities 13.0 % to 25.5 % 10.0 % to 20.0 % Debt securities 67.0 % to 87.0 % 60.0 % to 70.0 % Annuities — % to — % 10.0 % to 20.0 % Real estate 0.5 % to 4.3 % — % to 5.0 % Other — % to 5.0 % — % to 5.0 % Pension Funding and Cash Flows The Company expects to make approximately $ 18.6 in required contributions to its defined benefit pension plans during 2025. 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. 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 U.S. Plans Non-U.S. Plans 2025 $ 21.9 $ 15.9 2026 $ 21.6 $ 17.1 2027 $ 21.1 $ 17.4 2028 $ 20.8 $ 17.9 2029 $ 20.0 $ 18.6 Years 2030 to 2034 $ 88.2 $ 97.0 Post-employment Retiree Health and Welfare Plan The Company sponsors a post-employment retiree health and welfare plan for the benefit of eligible employees at certain U.S. subsidiaries who retire after satisfying service and age requirements. This plan is funded on a pay-as-you-go basis and the cost of providing these benefits is shared with the retirees. Post-retirement Medical Plan The Company assumed obligations under a subsidiary’s post-retirement medical plan. Coverage under this plan is restricted to a limited number of existing employees of the subsidiary. This plan is unfunded and the Company’s policy is to fund benefits as claims are incurred. The effect on operations of the post-retirement medical plan is shown in the following table: F-42 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) Year Ended December 31, 2024 2023 2022 Interest cost on benefit obligation $ 0.2 $ 0.2 $ 0.1 Net amortization and deferral ( 0.2 ) — 0.2 Post-retirement medical plan costs $ — $ 0.2 $ 0.3 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: Year Ended December 31, 2024 2023 Beginning balance $ 3.6 $ 3.9 Interest cost on benefit obligation 0.2 0.2 Actuarial loss ( 0.2 ) ( 0.2 ) Benefits paid ( 0.4 ) ( 0.3 ) Ending balance $ 3.2 $ 3.6 Recorded as: Accrued expenses and other $ 0.5 $ 0.6 Other liabilities 2.7 3.0 $ 3.2 $ 3.6 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: December 31, 2024 2025 $ 0.5 2026 $ 0.4 2027 $ 0.3 2028 $ 0.3 2029 $ 0.3 Years 2030 to 2034 $ 0.9 Deferred Compensation Plan The Company has Deferred Compensation Plans (DCP) under which certain of its executives may elect to defer up to 100.0 % of their annual cash incentive pay and/or up to 50.0 % of their annual base salary and/or eligible commissions subject to annual limits established by the U.S. government. The DCP provides executives a tax efficient strategy for retirement savings and capital accumulation without significant cost to the Company. The Company makes no contributions to the DCP. Amounts deferred by a participant are credited to a bookkeeping account maintained on behalf of each participant, which is used for measurement and determination of amounts to be paid to a participant, or his or her designated beneficiary, pursuant to the terms of the DCP. The amounts accrued under these plans were $ 132.5 and $ 107.4 at December 31, 2024, and 2023, respectively. Deferred amounts are the Company’s general unsecured obligations and are subject to claims by the Company’s creditors. The Company’s general assets may be used to fund obligations and pay DCP benefits. F-43 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 17. FAIR VALUE MEASUREMENTS The Company’s population of financial assets and liabilities subject to fair value measurements were as follows: Fair Value Measurements at December 31, 2024 Consolidated Balance Sheets Classification Fair Value at December 31, 2024 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Noncontrolling interest put Noncontrolling interest $ 14.3 $ — $ 14.3 $ — Cross currency swaps Accrued expenses and other/Other liabilities $ 142.7 $ — $ 142.7 $ — Interest rate swaps Other liabilities $ 76.8 $ — $ 76.8 $ — Cash surrender value of life insurance policies Other assets, net $ 102.1 $ — $ 102.1 $ — Deferred compensation asset Other assets, net $ 35.7 $ — $ 35.7 $ — Deferred compensation liability Other liabilities $ 132.5 $ — $ 132.5 $ — Contingent consideration Accrued expenses and other/Other liabilities $ 10.8 $ — $ — $ 10.8 Fair Value Measurements at December 31, 2023 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 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 $ — Contingent consideration Accrued expenses and other/Other liabilities $ 66.1 $ — $ — $ 66.1 Fair Value Measurement of Level 3 Liabilities Contingent Consideration Balance at January 1, 2023 $ 77.4 Cash payments and adjustments ( 11.3 ) Balance at December 31, 2023 66.1 Cash payments and adjustments ( 55.3 ) Balance at December 31, 2024 $ 10.8 The Company has a noncontrolling interest put related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s Consolidated Balance Sheets. The noncontrolling interest put is valued at its contractually determined value, which approximates fair value. 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. A participant’s deferrals are allocated by the participant to one or more of multiple measurement funds, which are indexed to externally managed funds. From time to time, to offset the cost of the growth in the participant’s investment accounts, the Company purchases life insurance policies, with the Company named as beneficiary of the policies. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments, which are typically invested in a similar manner to the participants’ allocations. Changes in the fair value of the DCP obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. 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. F-44 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 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. 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. 18. 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 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. Cross Currency Swaps During the fourth quarter of 2018, the Company entered into U.S. Dollar (USD) to Swiss Franc cross-currency swap agreements with an aggregate notional value of $ 600.0 . During the second quarter of 2022, the Company terminated $ 300.0 of those cross-currency swap agreements and entered into new USD to Swiss Franc cross-currency swap agreements with an aggregate notional value of $ 300.0 . The initial cross-currency swap matures in 2025 and the cross currency swap entered into in 2022 matures in 2024. These instruments are designated as a hedge against the impact of foreign exchange movements on its net investment in a Swiss subsidiary. 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 Consolidated Balance Sheets Caption Asset Liability U.S. Dollar Notional Asset Liability U.S. Dollar Notional Interest rate swap Other liabilities $ — $ 76.8 $ 500.0 $ — $ 69.6 $ 500.0 Cross currency swaps Accrued expenses and other/Other liabilities $ — $ 142.7 $ 1,200.0 $ — $ 109.0 $ 600.0 The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value hedging relationships: Amounts included in other comprehensive income Amounts reclassified to the Consolidated Statement of Operations Year Ended December 31, Year Ended December 31, 2024 2023 2022 2024 2023 2022 Cross currency swaps $ ( 33.7 ) $ ( 63.3 ) $ ( 12.9 ) $ — $ — $ 0.9 F-45 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) 19. SUPPLEMENTAL CASH FLOW INFORMATION Year Ended December 31, 2024 2023 2022 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 209.2 $ 221.5 $ 196.7 Income taxes, net of refunds $ 215.4 $ 206.8 $ 474.9 Disclosure of non-cash financing and investing activities: Change in accrued property, plant, and equipment $ ( 22.5 ) $ 13.2 $ ( 5.6 ) 20 . BUSINESS SEGMENT INFORMATION The following table is a summary of segment information for the years ended December 31, 2024, 2023, and 2022. The “management approach” has been used to present the following segment information. This approach is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the chief operating decision maker (CODM) for evaluating segment performance and deciding how to allocate resources to segments. The Company’s chief executive officer has been identified as the CODM. 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 Revenues: Dx BLS Intercompany eliminations and other LHI Revenues $ 10,144.3 $ 2,922.6 $ ( 58.0 ) $ 13,008.9 Operating Earnings: 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 General corporate and unallocated expenses ( 670.8 ) Amortization of intangibles and other assets ( 256.4 ) Restructuring and other charges ( 46.0 ) Goodwill and other asset impairments ( 5.3 ) 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 F-46 Index LABCORP HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars and shares in millions, except per share data) Year Ended December 31, 2023 Revenues: 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 Revenues: 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 F-47 Index 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 Dx $ 259.0 $ 236.1 $ 227.1 BLS 122.6 112.5 112.8 General corporate 5.5 8.9 3.7 Total depreciation $ 387.1 $ 357.5 $ 343.6 Geographic distribution of Property, plant and equipment, net: Year Ended December 31, 2024 2023 North America $ 2,576.1 $ 2,418.2 Europe 355.5 394.7 Other 113.8 98.9 Total Property, plant and equipment, net $ 3,045.4 $ 2,911.8 F-48