What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-04-29 · 230 added, 150 removed, 561 unchanged (40% of the section changed)

4 unchanged sentences

(In Millions)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

29 unchanged sentences

Shareholders’ equity:

Common stock 83.8 and 83.4 shares outstanding at March 31, 2025, and December 31, 2024, respectively

Common stock 82.9 and 83.4 shares outstanding at June 30, 2025, and December 31, 2024, respectively

Additional paid-in capital 1.8 2.8

8 unchanged sentences

(In Millions, Except Per Share Data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenues $ 3,527.3 $ 3,220.9 $ 6,872.4 $ 6,397.5

9 unchanged sentences

Investment income 1.7 1.3 8.2 4.2

Equity method (loss) income, net ( 0.3 ) 0.1

Equity method loss, net ( 1.7 ) ( 0.3 ) ( 2.0 ) ( 0.2 )

Other, net ( 32.7 ) 19.5 ( 33.7 ) 39.5

13 unchanged sentences

(In Millions)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net earnings $ 238.3 $ 205.6 $ 451.3 $ 433.9

2 unchanged sentences

Other comprehensive earnings (loss) before tax 157.1 ( 6.5 ) 227.2 ( 133.2 )

Provision for income tax related to items of comprehensive earnings ( 0.1 ) 0.6

(Provision) benefit for income tax related to items of comprehensive earnings ( 0.1 ) ( 0.1 ) ( 0.2 ) 0.5

Other comprehensive earnings (loss), net of tax 157.0 ( 6.6 ) 227.0 ( 132.7 )

22 unchanged sentences

BALANCE AT MARCH 31, 2024 $ 7.7 $ 82.0 $ 8,055.3 $ ( 185.4 ) $ 7,959.6

Net earnings attributable to Labcorp Holdings Inc.

— — 205.3 — 205.3

Other comprehensive loss, net of tax — — — ( 6.6 ) ( 6.6 )

Dividends declared — — ( 60.2 ) — ( 60.2 )

Net share settlement tax payments from issuance of stock to employees — ( 23.1 ) — — ( 23.1 )

Stock compensation — 30.8 — — 30.8

Purchase of common stock — ( 77.2 ) ( 22.8 ) — ( 100.0 )

BALANCE AT JUNE 30, 2024 $ 7.7 $ 12.5 $ 8,177.6 $ ( 192.0 ) $ 8,005.8

BALANCE AT DECEMBER 31, 2024 $ 7.6 $ 2.8 $ 8,303.4 $ ( 261.6 ) $ 8,052.2

8 unchanged sentences

BALANCE AT MARCH 31, 2025 $ 7.6 $ 35.8 $ 8,455.6 $ ( 191.6 ) $ 8,307.4

Net earnings attributable to Labcorp Holdings Inc.

— — 237.9 — 237.9

Other comprehensive earnings, net of tax — — — 157.0 157.0

Dividends declared — — ( 60.2 ) — ( 60.2 )

Net share settlement tax payments from issuance of stock to employees — ( 3.5 ) — — ( 3.5 )

Stock compensation — 34.1 — — 34.1

Purchase of common stock ( 0.1 ) ( 64.6 ) ( 135.3 ) — ( 200.0 )

BALANCE AT JUNE 30, 2025 $ 7.5 $ 1.8 $ 8,498.0 $ ( 34.6 ) $ 8,472.7

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

3 unchanged sentences

(In Millions)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings $ 451.3 $ 433.9

Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization 337.1 311.4

7 unchanged sentences

Decrease in unbilled services 4.8 26.8

Decrease (increase) in supplies inventory

Decrease (increase) in prepaid expenses and other

45.0 ( 24.9 )

(Increase) decrease in supplies inventory ( 3.5 ) 27.7

Decrease in prepaid expenses and other 57.8 21.6

Decrease in accounts payable ( 80.6 ) ( 51.7 )

Decrease in unearned revenue ( 8.7 ) ( 30.8 )

( 8.9 ) ( 41.6 )

Decrease in accrued expenses and other ( 179.4 ) ( 166.4 )

Net cash provided by (used for) operating activities

18.5 ( 29.8 )

Net cash provided by operating activities 639.1 531.3

CASH FLOWS FROM INVESTING ACTIVITIES:

2 unchanged sentences

Proceeds from sale of business — 13.5

Investments in equity affiliates ( 157.0 ) ( 13.7 )

Proceeds from sale or distribution of equity affiliates or other investments 6.9 —

Purchase of equity affiliates or other investments ( 172.0 ) ( 36.7 )

Acquisition of businesses, net of cash acquired ( 63.5 ) ( 293.1 )

8 unchanged sentences

Dividends paid ( 121.5 ) ( 122.5 )

Other ( 3.3 ) ( 4.0 )

Purchase of common stock ( 200.0 ) ( 100.0 )

Other, net ( 7.3 ) ( 7.9 )

Net cash used for financing activities ( 1,107.1 ) ( 221.7 )

1 unchanged sentence

Net decrease in Cash and cash equivalents ( 871.4 ) ( 271.7 )

( 1,149.3 ) ( 437.5 )

Cash and cash equivalents at beginning of period 1,518.7 536.8

10 unchanged sentences

The Company reports its business in two segments, Diagnostics Laboratories (Dx) and Biopharma Laboratory Services (BLS).

During each of the three months ended March 31, 2025 and 2024, Dx and BLS contributed approximately 78 % and 22 %, respectively, of Revenues to the Company.

During each of the three months ended June 30, 2025, and 2024 and each of the six months ended June 30, 2025, and 2024, Dx and BLS contributed approximately 78 % and 22 %, respectively, of Revenues to the Company.

The accompanying Condensed Consolidated Financial Statements of the Company are unaudited.

15 unchanged sentences

Resulting translation adjustments are included in Accumulated other comprehensive income within the Condensed Consolidated Balance Sheets.

Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the United States (U.S.) government enacted into law the One Big Beautiful Bill Act (OBBBA), which includes significant changes to federal tax law, including modifications to bonus depreciation, research and development expensing, and international tax regimes.

As the legislation was enacted after the end of the Company’s reporting period, the effects are not reflected in these Condensed Consolidated Financial Statements.

While the Company continues to evaluate the impact of the legislation on its Condensed Consolidated Financial Statements, it does not currently expect the tax provisions of the OBBBA to have a material impact within its Condensed Consolidated Statement of Operations.

LABCORP HOLDINGS INC.

3 unchanged sentences

The Company’s Revenues by segment and by payers/customer groups were as follows:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

North America Europe Other Total North America Europe Other Total

8 unchanged sentences

87 % 9 % 4 % 100 % 87 % 9 % 4 % 100 %

Revenues in the United States (U.S.) were $ 2,813.8 ( 84.1 %) and $ 2,654.6 ( 83.6 %) for the three months ended March 31, 2025, and 2024, respectively.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

North America Europe Other Total North America Europe Other Total

Payer/Customer

Clients 24 % — % — % 24 % 24 % — % — % 24 %

Patients 10 % — % — % 10 % 10 % — % — % 10 %

Medicare and Medicaid 8 % — % — % 8 % 8 % — % — % 8 %

Third party 36 % — % — % 36 % 36 % — % — % 36 %

Total Dx revenues by payer 78 % — % — % 78 % 78 % — % — % 78 %

Pharmaceutical, biotechnology, and medical device companies 9 % 9 % 4 % 22 % 9 % 9 % 4 % 22 %

Total Revenues 87 % 9 % 4 % 100 % 87 % 9 % 4 % 100 %

Revenues in the U.S.

were $ 2,931.6 ( 83.1 %) and $ 2,698.8 ( 83.8 %) for the three months ended June 30, 2025, and 2024, respectively, and were $ 5,745.4 ( 83.6 %) and $ 5,353.4 ( 83.7 %) for the six months ended June 30, 2025, and 2024, respectively.

Accounts Receivable, Unbilled Services, and Unearned Revenue

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Dx accounts receivable $ 1,410.6 $ 1,259.3

BLS accounts receivable 750.1 729.5

Less BLS allowance for credit losses ( 38.6 ) ( 44.7 )

BLS allowance for credit losses ( 40.1 ) ( 44.7 )

Accounts receivable, net $ 2,120.6 $ 1,944.1

Gross unbilled services $ 162.0 $ 160.5

Less reserve for unbilled services ( 7.5 ) ( 7.6 )

reserve for unbilled services ( 5.9 ) ( 7.6 )

Unbilled services $ 156.1 $ 152.9

Revenues recognized during the period that were included in the unearned revenue balance at the beginning of the period were $ 68.9 and $ 51.0 for the three months ended March 31, 2025, and 2024, respectively.

Revenues recognized during the period that were included in the unearned revenue balance at the beginning of the period were $ 34.4 and $ 26.8 for the three months ended June 30, 2025, and 2024, respectively, and were $ 103.3 and $ 77.8 for the six months ended June 30, 2025, and 2024, respectively.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

Allowance for Credit Losses

BLS estimates future expected credit 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:

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

Accounts Receivable Unbilled Services Total

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

Credit loss expense 2.5 — 2.5

Write offs ( 9.1 ) ( 2.1 ) ( 11.2 )

Foreign currency impact

Allowance for credit losses at March 31, 2025 $ 38.6 $ 7.5 $ 46.1

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

Allowance for credit losses at June 30, 2025 $ 40.1 $ 5.9 $ 46.0

BUSINESS ACQUISITIONS AND DISPOSITIONS

During the three months ended March 31, 2025, the Company acquired several businesses and related assets for cash of $ 53.5 .

During the six months ended June 30, 2025, the Company acquired several businesses and related assets for cash of $ 63.5 .

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 $ 46.4 in identifiable intangible assets.

The amortization periods for the customer relationships and non-compete agreements were 15.0 years and 5.0 years, respectively.

A residual amount of tax deductible goodwill, net of measurement period adjustments relating to prior acquisitions of $ 29.0 was recorded as of March 31, 2025.

The purchase price allocations for these acquisitions were preliminary at March 31, 2025.

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

Business Acquisitions Closed During the Three Months Ended March 31, 2025

Measurement Period Adjustments During the Three Months Ended March 31, 2025 Amounts Acquired During the Three Months Ended March 31, 2025

The weighted-average amortization periods for the customer relationships and non-compete agreements were 15.0 years and 5.0 years, respectively.

A residual amount of tax deductible goodwill, including measurement period adjustments relating to prior acquisitions of $ 57.9 , was recorded as of June 30, 2025.

The purchase price allocations for these acquisitions were preliminary at June 30, 2025.

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

Business Acquisitions Closed During the Six Months Ended June 30, 2025 Measurement Period Adjustments During the Six Months Ended June 30, 2025 Amounts Acquired During the Six Months Ended June 30, 2025

Property, plant, and equipment

$ — $ ( 0.8 ) $ ( 0.8 )

Goodwill 41.1 16.8 57.9

11 unchanged sentences

The purchase price for the transaction is up to $ 225.0 , including $ 192.5 payable at closing and up to $ 32.5 of additional consideration contingent on performance.

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

During the three months ended March 31, 2024, the Company sold the assets of Beacon Laboratory Benefit Solutions, Inc.

for $ 13.5 and recorded a gain of $ 4.9 included in Other, net in the Condensed Consolidated Statements of Operations.

The transaction is anticipated to close in the second half of 2025, subject to customary closing conditions for a transaction of this type.

On July 22, 2025, the Company announced that it entered into an agreement with Community Health Systems, Inc.

(CHS) to acquire select assets of the outreach business from CHS across 13 states for a purchase price of approximately $ 195.0 .

The transaction is anticipated to close in the fourth quarter of 2025, subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.

During the six months ended June 30, 2025, the Company exited an equity method investment for cash proceeds of $ 6.0 .

During the six months ended June 30, 2024, the Company sold the assets of Beacon Laboratory Benefit Solutions, Inc.

for cash proceeds of $ 13.5 and recorded a gain of $ 4.9 included in Other, net in the Condensed Consolidated Statements of Operations.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

EARNINGS PER SHARE

3 unchanged sentences

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

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

Three Months Ended March 31,

Three Months Ended June 30,

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

2 unchanged sentences

Per common share amount $ 2.85 $ 2.84 $ 2.44 $ 2.43

Six Months Ended June 30,

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

Net earnings attributable to LHI $ 450.7 $ 450.7 $ 433.3 $ 433.3

Weighted-average common shares outstanding 83.5 0.6 84.1 84.1 0.4 84.5

Per common share amount $ 5.40 $ 5.36 $ 5.15 $ 5.13

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Employee stock options and awards 0.2 0.4 0.2 0.3

GOODWILL AND INTANGIBLE ASSETS

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

The balances, net of impairment, and changes in the carrying amount of goodwill were as follows:

Balance as of December 31, 2024 $ 5,102.5 $ 1,267.2 $ 6,369.7

2 unchanged sentences

22.3 118.0 140.3

Balance as of March 31, 2025 $ 5,131.6 $ 1,289.5 $ 6,421.1

During the three months ended March 31, 2025, the Company did not record a goodwill or intangible asset impairment charge.

The cumulative goodwill impairment for the Company through March 31, 2025, and December 31, 2024 was $ 648.5 and represents all of the goodwill of the Company’s Early Development Research Laboratories reporting unit within the BLS segment.

Balance as of June 30, 2025 $ 5,165.9 $ 1,385.2 $ 6,551.1

During the six months ended June 30, 2025, the Company did not record a goodwill or intangible asset impairment charge.

The cumulative goodwill impairment for the Company as of June 30, 2025, and December 31, 2024, was $ 648.5 and represents all of the goodwill of the Company’s Early Development Research Laboratories reporting unit within the BLS segment.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

The components of identifiable intangible assets were as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Range of Useful Lives (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

11 unchanged sentences

$ 5,628.5 $ ( 2,134.1 ) $ 3,494.4 $ 5,433.3 $ ( 1,944.4 ) $ 3,488.9

Amortization of intangible assets for the three months ended March 31, 2025, and 2024, was $ 69.6 and $ 60.1 , respectively.

Amortization of intangible assets was $ 68.3 and $ 62.2 for the three months ended June 30, 2025, and 2024, respectively, and was $ 137.9 and $ 122.3 for the six months ended June 30, 2025, and 2024, respectively.

The amortization expense of intangible assets is estimated to be $ 142.2 for the remainder of 2025, $ 268.0 in 2026, $ 255.1 in 2027, $ 247.4 in 2028, $ 234.7 in 2029, and $ 1,778.3 thereafter.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

1.55% senior notes due 2026 $ 500.0 $ —

3.60% senior notes due 2025 — 1,000.0

Debt issuance costs ( 0.8 ) ( 0.1 )

2 unchanged sentences

Long-term debt consisted of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

1.55% senior notes due 2026 $ — $ 500.0

11 unchanged sentences

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 Company maintains a senior revolving credit facility, which was amended and restated on June 27, 2025.

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 certain conditions, including obtaining additional commitments from new or existing lenders.

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 and $ 102.8 in outstanding letters of credit on the Company’s subfacility as of March 31, 2025.

At March 31, 2025, the effective interest rate on the revolving credit facility was 5.44 %.

The revolving credit facility expires on April 30, 2026.

Borrowings under the revolving credit facility bear interest at a floating rate equal to either (i) a Secured Overnight Financing Rate-based rate plus a margin ranging from 0.805 % to 1.300 % or (ii) a base rate plus a margin ranging from 0.0 % to 0.300 %, in each case depending on the Company’s long-term debt ratings.

The Company is required to pay a facility fee quarterly on the aggregate amount of commitments under the revolving credit facility, at a per annum rate ranging from 0.070% to 0.200% , depending on the Company’s long-term debt ratings, regardless of usage.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

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 and $ 103.3 in outstanding letters of credit on the Company’s subfacility as of June 30, 2025.

At June 30, 2025, the effective interest rate on the revolving credit facility was 5.42 %.

The revolving credit facility expires in June 2030.

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 March 31, 2025, and expects that it will remain in compliance with its existing debt covenants for the next 12 months.

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 Company was in compliance with all covenants in its term loans and the revolving credit facility at June 30, 2025, and expects that it will remain in compliance with its existing debt covenants for the next 12 months.

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

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

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.

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.

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

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

1 unchanged sentence

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

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

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

During the three months ended March 31, 2025, the Company received loan proceeds of $ 225.0 under the AR Facility, which is included in cash from financing activities in the Condensed Consolidated Statement of Cash Flows .

During the six months ended June 30, 2025, the Company received loan proceeds of $ 225.0 under the AR Facility, which is included in cash from financing activities in the Condensed Consolidated Statement of Cash Flows .

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 (Common Stock).

The Company is authorized to issue up to 265.0 shares of its common stock, par value $ 0.10 per share (Common Stock).

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 March 31, 2025, and December 31, 2024.

The changes in the Company’s shares of Common Stock outstanding are summarized below:

Three Months Ended March 31, 2025

There were no preferred shares outstanding at June 30, 2025, and December 31, 2024.

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

Six Months Ended June 30, 2025

Beginning balance 83.4

Shares issued under employee stock plans 0.3

Shares repurchased ( 0.8 )

Ending balance

2 unchanged sentences

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

During each of the three months ended March 31, 2025 and 2024 the Company did not repurchase any shares of its Common Stock.

At March 31, 2025, the Company had outstanding authorization from its board of directors (Board) to purchase up to $ 1,280.4 maximum value of the Company’s Common Stock.

During the three months ended March 31, 2025, and 2024, a cash dividend of $ 0.72 per share of Common Stock was declared and paid.

On April 10, 2025, the Company announced a cash dividend of $ 0.72 per share of Common Stock, or approximately $ 61.2 in the aggregate.

The dividend will be paid on June 11, 2025 , to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on May 29, 2025 .

During the six months ended June 30, 2025, the Company purchased 0.8 shares of its Common Stock at an average price of $ 246.18 per share for a total cost of $ 200.0 .

During the six months ended June 30, 2024, the Company purchased 0.5 shares of its Common Stock at an average price of $ 202.66 per share for a total cost of $ 100.0 .

At June 30, 2025, the Company had outstanding authorization from its board of directors (Board) to purchase up to $ 1,080.4 maximum value of Common Stock.

During each of the three months ended June 30, 2025, and 2024, and each of the six months ended June 30, 2025, and 2024, a cash dividend of $ 0.72 and $ 1.44 per share of Common Stock, respectively, was declared and paid.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

On July 10, 2025 , the Company announced a cash dividend of $ 0.72 per share of Common Stock, or approximately $ 60.6 in the aggregate.

The dividend will be paid on September 11, 2025 , to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on August 28, 2025 .

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

Accumulated Other Comprehensive Earnings

The components of Accumulated other comprehensive earnings are as follows:

Accumulated Other Comprehensive Earnings (Loss)

The components of Accumulated other comprehensive earnings (loss) were as follows:

Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Earnings (Loss)

2 unchanged sentences

Tax effect of adjustments — ( 0.2 ) ( 0.2 )

Balance at March 31, 2025 $ ( 195.0 ) $ 3.4 $ ( 191.6 )

Balance at June 30, 2025 $ ( 38.4 ) $ 3.8 $ ( 34.6 )

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

investigative demands, from governmental agencies, Medicare or Medicaid payers, and managed care organizations reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties.

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 managed care organizations 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.

17 unchanged sentences

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.

In October 2013, the Company received a Civil Investigative Demand from the State of Texas Office of the Attorney General requesting

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

14 unchanged sentences

, 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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

benefits under the Workers’ Compensation Statutes.

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.

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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 or about October 31, 2024, Labcorp and the Plaintiff (on behalf of the putative class) entered into a Settlement Agreement, which the court has preliminarily approved.

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.

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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.

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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.

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The Company will vigorously defend the lawsuit.

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Certain governmental entities have requested information from the Company related to the AMCA Incident.

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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, which was granted on January 24, 2025.

On September 13, 2024, the Company filed a Petition for Writ of Certiorari with the United States Supreme Court, which was granted on January 24, 2025, and then dismissed on June 5, 2025.

The Company will vigorously defend the lawsuit.

On October 16, 2020, Ravgen Inc.

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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.

In January and February 2025, the trial court entered orders denying the Company’s post-trial motions and the Company has filed an appeal.

On March 18, 2025, the Company filed an appeal bond with the Court to stay enforcement of the judgment pending appeal.

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.

Laboratory Corporation of America (Bermejo I) filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain non-

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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.

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Once the claims administration is completed, the parties will seek final settlement approval from the court.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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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.

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Condensed Consolidated Balance Sheets Classification

March 31, 2025

June 30, 2025

Fair Value at Using Fair Value Hierarchy

March 31, 2025 Level 1 Level 2 Level 3

June 30, 2025 Level 1 Level 2 Level 3

Noncontrolling interest put Noncontrolling interest $ 16.7 $ — $ 16.7 $ —

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Balance at December 31, 2024 $ 10.8

Additions 24.0

Balance at March 31, 2025 $ 34.8

The Company has a noncontrolling interest put related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s Condensed Consolidated Balance Sheets.

Additions from business acquisitions 24.0

Balance at June 30, 2025 $ 34.8

The Company has a noncontrolling interest put option related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s Condensed Consolidated Balance Sheets.

The noncontrolling interest put is valued at its contractually determined value, which approximates fair value.

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The cash surrender value and the DCP obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments.

Contingent accrued earn-out business acquisition consideration liabilities for which fair values are measured as Level 3 instruments.

The Company measured the fair value of contingent consideration liabilities 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

The increases or decreases in the fair value of contingent consideration payable

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periods and rates.

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 Condensed Consolidated Balance Sheets, the fair market value of the Company’s senior notes was $ 4,833.5 and $ 5,762.6 as of March 31, 2025, and December 31, 2024, respectively.

Although recorded at amortized cost on the Company’s Condensed Consolidated Balance Sheets, the fair market value of the Company’s senior notes was $ 4,899.7 and $ 5,762.6 as of June 30, 2025, and December 31, 2024, 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.

Interest Rate Swap

Interest Rate Swaps

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 initially on the three-month London Interbank Offered Rate and later changed to the Secured Overnight Financing Rate in 2023, plus 1.7060 %.

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The cumulative amount of the fair value hedging adjustments is recognized as currency translation within the Condensed Consolidated Statement of Comprehensive Earnings.

The table below provides information regarding the location and amount of pretax gains of derivatives designated in fair value hedging relationships:

The table below provides information regarding the location and amount of pretax (losses) gains of derivatives designated in fair value hedging relationships:

Amounts included in other comprehensive income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Cross currency swaps $ ( 155.3 ) $ ( 11.6 ) $ ( 148.3 ) $ 5.4

SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid during the period for:

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Change in accrued property, plant, and equipment $ ( 13.1 ) $ ( 19.2 )

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BUSINESS SEGMENT INFORMATION

The following table is a summary of segment information for the three months ended March 31, 2025, and 2024.

The following table is a summary of segment information for the three and six months ended June 30, 2025 and 2024.

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

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 CODM uses segment operating income to evaluate segment performance and to allocate resources.

This 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, and other special items.

Other operating expenses are comprised primarily of rent, maintenance, sendout testing, 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.

Three Months Ended June 30, 2025

Dx BLS Intercompany eliminations and other LHI

Revenues $ 2,748.8 $ 784.8 $ ( 6.3 ) $ 3,527.3

Operating Earnings:

Labor 1,155.1 302.3

Supplies 591.3 130.8

Shipping costs 98.2

Depreciation 65.4 29.0

Other operating expenses 454.2 101.2

Segment operating income $ 482.8 $ 123.3 $ 606.1

General corporate and unallocated expenses ( 139.2 )

Amortization of intangibles and other assets ( 68.3 )

Restructuring and other charges ( 4.1 )

Total Operating income

Other (expense) income:

Interest expense ( 57.1 )

Investment income 1.7

Equity method loss, net ( 1.7 )

Other, net ( 32.7 )

Earnings from operations before income taxes $ 304.7

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(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, 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.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2024

Dx BLS Intercompany eliminations and other LHI

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Earnings from operations before income taxes $ 267.7

Six Months Ended June 30, 2025

Dx BLS Intercompany eliminations and other LHI

Revenues $ 5,378.4 $ 1,506.1 $ ( 12.1 ) $ 6,872.4

Operating Earnings:

Labor 2,278.7 592.0

Supplies 1,177.9 241.9

Shipping costs 193.2

Depreciation 127.1 57.6

Other operating expenses 884.4 191.2

Segment operating income $ 910.3 $ 230.2 $ 1,140.5

General corporate and unallocated expenses ( 271.6 )

Amortization of intangibles and other assets ( 137.9 )

Restructuring and other charges ( 10.5 )

Total Operating income 720.5

Other (expense) income:

Interest expense ( 113.1 )

Investment income 8.2

Equity method loss, net ( 2.0 )

Other, net ( 33.7 )

Earnings from operations before income taxes $ 579.9

LABCORP HOLDINGS INC.

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Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Dx BLS Intercompany eliminations and other LHI

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Investment income 4.2

Equity method income, net

Equity method loss, net ( 0.2 )

Other, net 39.5

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements