What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-01 compared with 2025-04-29 · 178 added, 80 removed, 154 unchanged (63% of the section changed)

22 unchanged sentences

changes in and failure to comply with the applicable regulations of pharmaceutical and medical device regulators affecting the approval, availability of, and the selling and marketing of diagnostic tests, including LDTs, drug development, or the conduct of drug development and medical device and diagnostic studies and trials, including regulations and policies of the U.S.

Food and Drug Administration (FDA), the U.S.

Department of Agriculture, the

Medicine and Healthcare products Regulatory Agency in the United Kingdom, the National Medical Products Administration in China, the Pharmaceutical and Medical Devices Agency in Japan, the European Union, the European Medicines Agency, and similar regulations and policies of agencies in other jurisdictions in which the Company conducts business;

Food and Drug Administration, the U.S.

Department of Agriculture, the Medicine

and Healthcare products Regulatory Agency in the United Kingdom, the National Medical Products Administration in China, the Pharmaceutical and Medical Devices Agency in Japan, the European Union, the European Medicines Agency, and similar regulations and policies of agencies in other jurisdictions in which the Company conducts business;

changes in government regulations or reimbursement pertaining to the pharmaceutical, biotechnology and medical device and diagnostic industries, changes in reimbursement of pharmaceutical products, or reduced spending on research and development by pharmaceutical, biotechnology and medical device, and diagnostic customers;

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expenses and risks associated with international operations, including, but not limited to, compliance with the U.S.

Foreign Corrupt Practices Act (FCPA), the U.K.

Foreign Corrupt Practices Act, the U.K.

Bribery Act, other applicable anti-corruption laws and regulations, trade sanction laws and regulations, and economic, political, legal, and other operational risks associated with foreign jurisdictions;

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risks associated with the impacts and expected benefits and costs of the completed spin-off of the Company’s former clinical development and commercialization services business (Spin-off) Fortrea Holdings Inc.

(Fortrea), including but not limited to factors that could adversely affect the Company’s ability to realize the expected benefits of the Spin-off, the failure of the Spin-off to qualify as a tax-free transaction for U.S.

(Fortrea), including but not limited to factors that could adversely affect the Company’s ability to realize the expected benefits of the Spin-off or the failure of the Spin-off to qualify as a tax-free transaction for U.S.

federal income tax purposes.

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GENERAL (dollars in millions)

For three months ended March 31, 2025, the Company’s revenues were $3,345.1, an increase of 5.3% from $3,176.6 for the corresponding period in 2024.

The 5.3% increase for three months ended March 31, 2025, as compared to the corresponding period in 2024 was due to acquisitions, net of divestitures, of 3.7% and organic revenue of 2.1%, partially offset by unfavorable foreign currency translation of 0.5%.

For the three months ended June 30, 2025, the Company’s revenues were $3,527.3, an increase of 9.5% from $3,220.9 for the corresponding period in 2024.

The 9.5% increase for the three months ended June 30, 2025, as compared to the corresponding period in 2024 was due to organic revenue of 5.4%, acquisitions, net of divestitures, of 3.5%, and favorable foreign currency translation of 0.6%.

For the six months ended June 30, 2025, the Company’s revenues were $6,872.4, an increase of 7.4% from $6,397.5 for the corresponding period in 2024.

The 7.4% increase for the six months ended June 30, 2025, as compared to the corresponding period in 2024 was due to organic revenue of 3.7%, acquisitions, net of divestitures, of 3.6%, and favorable foreign currency translation of 0.1%.

The Company defines organic growth as the change in revenue excluding the year-over-year impact of acquisitions, divestitures, and currency.

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On June 30, 2023, the Company completed the Spin-off.

The Transition Services Agreement (TSA) dated June 29, 2023 between Fortrea and Laboratory Corporation of America Holdings (LCAH) expired on June 30, 2025 and all services provided under the TSA terminated on or before the expiration date.

On July 4, 2025, the U.S.

government enacted in law the One Big Beautiful Bill Act (OBBBA), which includes provisions addressing regulations and federal funding affecting healthcare.

These provisions include, but are not limited to, changes to Medicaid and the Affordable Care Act and could lead to revised regulatory requirements and reduced federal funding.

The provisions of the OBBBA have different implementation timelines, with some effective in 2025 and others in succeeding years.

The Company is currently evaluating the impact of the OBBBA provisions that address such regulations and federal funding to determine the full scope of the legislation’s potential impact on the Company’s business and operations.

RESULTS OF OPERATIONS (dollars in millions)

The following tables present the financial measures that management considers to be the most significant indicators of the Company ’ s performance.

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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Total $ 3,527.3 $ 3,220.9 9.5 %

Dx revenues for the three months ended March 31, 2025, were $2,629.6, an increase of 6.0% over $2,479.7 in the first quarter of 2024.

The increase was due to acquisitions, net of divestitures, of 4.7% and organic revenue of 1.6%, which includes an unfavorable impact from weather and one fewer revenue day, partially offset by unfavorable foreign currency translation of 0.3%.

Total volume, measured by requisitions, increased by 3.0% as acquisition volume, net of divestitures, contributed 2.1% and organic volume increased by 0.9%.

Dx revenues for the three months ended June 30, 2025 were $2,748.8, an increase of 8.9% over $2,524.9 in the second quarter of 2024.

The increase was due to organic revenue of 4.5% and acquisitions, net of divestitures, of 4.5%, partially offset by unfavorable foreign currency translation of 0.1%.

Dx total volume, measured by requisitions, increased by 4.9% as organic volume increased by 3.4% and acquisition volume, net of divestitures, contributed 1.5%.

Price/mix increased by 4.0% due to acquisitions, net of divestitures, of 3.0% and organic growth of 1.1%, partially offset by unfavorable foreign currency translation of 0.1%.

BLS revenues for the three months ended March 31, 2025, were $721.3, an increase of 1.5% over $710.9 in the first quarter of 2024.

The increase was due to organic growth of 2.6%, partially offset by unfavorable foreign currency translation of 1.1%.

BLS revenues for the three months ended June 30, 2025, were $784.8, an increase of 11.0% over $707.0 in the second quarter of 2024.

The increase was due to organic growth of 7.8% and favorable foreign currency translation of 3.2%.

Cost of Revenues

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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Cost of revenues as a % of revenues 70.3 % 71.2 %

Cost of revenues increased 5.2% during the three months ended March 31, 2025, as compared with the corresponding period in 2024.

Cost of revenues as a percentage of revenues during the three months ended March 31, 2025, decreased to 71.7% as compared to 71.8% in the corresponding period in 2024.

This decrease in cost of revenues as a percent of revenues was primarily due to increased demand and LaunchPad savings, partially offset by higher personnel costs.

Cost of revenues increased 8.1% during the three months ended June 30, 2025, as compared with the corresponding period in 2024.

Cost of revenues as a percentage of revenues during the three months ended June 30, 2025, decreased to 70.3% as compared to 71.2% in the corresponding period in 2024.

This decrease was primarily due to increased demand as the Company leveraged the growth of its revenues.

Selling, General, and Administrative Expenses

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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16.4 % 17.3 %

Selling, general, and administrative expenses as a percentage of revenues was 16.3% and 16.0% during the three months ended March 31, 2025, and 2024, respectively.

The increase is primarily due to higher personnel costs and the impact from Invitae.

partially offset by LaunchPad savings and increased demand.

Selling, general, and administrative expenses as a percentage of revenues were 16.4% and 17.3% during the three months ended June 30, 2025, and 2024, respectively.

The decrease was primarily due to increased demand as the Company leveraged the growth of its revenues and a decrease in costs related to the Spin-off of Fortrea, partially offset by higher personnel costs and the impact from Invitae.

Amortization of Intangibles and Other Assets

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

Amortization of intangibles and other assets $ 68.3 $ 62.2 9.7 %

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to March 31, 2024.

Goodwill and Other Asset Impairments

Three Months Ended March 31,

2025 2024 Change

Goodwill and other asset impairments $ — $ 2.5 (100.0) %

The impairment charges for the three months ended March 31, 2024, were primarily due to the decommissioning of a robotic asset.

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to June 30, 2024.

Restructuring and Other Charges

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

Restructuring and other charges $ 4.1 $ 11.6 (64.4) %

During the three months ended March 31, 2025, the Company recorded net restructuring and other charges of $6.4.

The charges were comprised of $7.6 related to severance and other personnel costs.

During the three months ended June 30, 2025, the Company recorded net restructuring and other charges of $4.1.

The charges were comprised of $15.1 in contract termination costs, $9.4 related to severance and other personnel costs, and $7.3 in facility-related costs.

The charges were adjusted by the reversal of a previously established liability of $26.4 in unused facility-related costs and $1.3 in unused severance-related costs.

During the three months ended March 31, 2024, the Company recorded net restructuring and other charges of $5.0.

The charges were comprised of $5.8 related to severance.

The charges were adjusted by the reversal of a previously established liability of $0.8 in facility-related costs.

During the three months ended June 30, 2024, the Company recorded net restructuring and other charges of $11.6.

The charges were comprised of $9.2 related to severance and other personnel costs and $2.7 in facility-related costs.

The charges were adjusted by the reversal of a previously established liability of $0.3 in unused facility-related costs.

Interest Expense

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

Interest expense $ 57.1 $ 47.6 20.0 %

For the three months ended March 31, 2025, interest expense increased 19.4% as compared with the corresponding period in 2024.

The increase is primarily due to a higher average amount of total debt outstanding during the three months ended March 31, 2025, when compared to the three months ended March 31, 2024.

Equity Method (Loss) Income, Net

Three Months Ended March 31,

For the three months ended June 30, 2025, interest expense increased 20.0% as compared with the corresponding period in 2024.

The increase was primarily due to a higher average amount of total debt outstanding during the three months ended June 30, 2025, when compared to the three months ended June 30, 2024.

Equity Method Loss, Net

Three Months Ended June 30,

2025 2024 Change

Equity method (loss) income, net

$ (0.3) $ 0.1 (610.5) %

Equity method (loss) income, net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the healthcare industry.

The increase in equity method losses for the three months ended March 31, 2025, as compared with the corresponding period in 2024, was due to losses from investments made prior to 2025.

Three Months Ended March 31,

Equity method loss, net $ (1.7) $ (0.3) (477.1) %

Equity method loss, net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the healthcare industry.

The increase in equity method loss for the three months ended June 30, 2025, as compared with the corresponding period in 2024, was due to incremental losses from investments.

Three Months Ended June 30,

2025 2024 Change

Other, net $ (32.7) $ 19.5 (268.3) %

The change in Other, net for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, is primarily due to a $19.1 decrease of transition services fees charged to Fortrea related to administrative and information technology systems support.

The change in Other, net for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, is primarily due to investment losses of $31.3 recorded during the three months ended June 30, 2025, compared to investment losses of $1.5 for the corresponding period of 2024.

In addition, there was a $22.4 decrease of transition services fees charged to Fortrea for the three months ended June 30, 2025, as compared with the corresponding period in 2024, related to administrative and information technology systems support.

The costs to provide these transition services are included in operating income, but the service fees are included in other income.

Provision for Income Taxes

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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21.8 % 23.2 %

The decrease in the effective tax rate for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, is primarily attributable to incremental tax benefits on the vesting of employee stock plan awards.

The decrease in the effective tax rate for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily attributable to incremental tax benefits on the vesting of employee stock plan awards and the recognition of previously reserved uncertain tax benefits.

Operating Results by Segment

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 Change

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Amortization of intangibles and other assets (68.3) (62.2) 9.7 %

Goodwill and other asset impairments — (2.5) (100.0) %

Restructuring and other charges

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Total Operating income $ 394.5 $ 294.8 33.8 %

Dx operating income was $427.5 for the three months ended March 31, 2025, an increase of $9.6 over operating income of $417.9 in the corresponding period of 2024, and Dx operating margin decreased 60 basis points year-over-year.

The decrease in operating margin was due to Invitae and the unfavorable impact of weather.

BLS operating income was $106.9 for the three months ended March 31, 2025, an increase of $7.0 over operating income of $99.9 in the corresponding period of 2024, and BLS operating margin increased 80 basis points year-over-year.

The increase was due to organic demand and LaunchPad savings, partially offset by higher personnel costs.

Dx operating income was $482.8 for the three months ended June 30, 2025, an increase of $41.3 over operating income of $441.5 in the corresponding period of 2024, and Dx operating margin increased 10 basis points year-over-year.

The increase in operating margin was primarily due to an increase in organic demand, partially offset by the impact of Invitae.

BLS operating income was $123.3 for the three months ended June 30, 2025, an increase of $15.9 over operating income of $107.4 in the corresponding period of 2024, and BLS operating margin increased 50 basis points year-over-year.

The increase was primarily due to an increase in organic demand and operating efficiencies.

General corporate and unallocated expenses are comprised primarily of administrative services such as executive management, human resources, legal, finance, corporate affairs, and information technology.

General corporate and unallocated expenses were $132.4 for the three months ended March 31, 2025, an increase of $3.5 over corporate expenses of $128.9 in the corresponding period of 2024, primarily due to higher personnel costs.

LIQUIDITY AND CAPITAL RESOURCES (dollars, except per share data, in millions)

General corporate and unallocated expenses were $139.2 for the three months ended June 30, 2025, a decrease of $41.1 compared to corporate expenses of $180.3 in the corresponding period of 2024, primarily due to costs related to the Spin-off of Fortrea that were incurred during the three months ended June 30, 2024, but did not reoccur in the corresponding period of 2025.

Six Months Ended June 30,

2025 2024 Change

Dx $ 5,378.4 $ 5,004.6 7.5 %

BLS 1,506.1 1,417.9 6.2 %

Intercompany eliminations and other (12.1) (25.0) (51.6) %

Total $ 6,872.4 $ 6,397.5 7.4 %

Dx revenues for the six months ended June 30, 2025, were $5,378.4, an increase of 7.5% over $5,004.6 during the six months ended June 30, 2024.

The increase was due to acquisitions, net of divestitures, of 4.7% and organic revenue of 3.0%, partially offset by unfavorable foreign currency translation of 0.2%.

Dx total volume, measured by requisitions, increased by 4.0% as organic volume increased by 2.2% and acquisition volume, net of divestitures, contributed 1.8%.

Price/mix increased by 3.5% due to acquisitions, net of divestitures, of 2.8% and organic growth of 0.9%, partially offset by unfavorable foreign currency translation of 0.2%.

BLS revenues for the six months ended June 30, 2025, were $1,506.1, an increase of 6.2% over $1,417.9 during the six months ended June 30, 2024.

The increase was due to organic growth of 5.2% and favorable foreign currency translation of 1.0%.

Cost of Revenues

Six Months Ended June 30,

2025 2024 Change

Cost of revenues $ 4,878.2 $ 4,573.8 6.7 %

Cost of revenues as a % of revenues 71.0 % 71.5 %

Cost of revenues increased 6.7% during the six months ended June 30, 2025, as compared with the corresponding period in 2024.

Cost of revenues as a percentage of revenues during the six months ended June 30, 2025, decreased to 71.0% as compared to 71.5% in the corresponding period in 2024.

This decrease was primarily due to increased demand as the Company leveraged the growth of its revenues.

Selling, General, and Administrative Expenses

Six Months Ended June 30,

2025 2024 Change

Selling, general, and administrative expenses $ 1,125.3 $ 1,066.2 5.5 %

Selling, general, and administrative expenses as a % of revenues

16.4 % 16.7 %

Selling, general, and administrative expenses as a percentage of revenues were 16.4% and 16.7% during the six months ended June 30, 2025, and 2024, respectively.

Amortization of Intangibles and Other Assets

Six Months Ended June 30,

2025 2024 Change

Amortization of intangibles and other assets $ 137.9 $ 122.3 12.8 %

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to June 30, 2024.

Goodwill and Other Asset Impairments

Six Months Ended June 30,

2025 2024 Change

Goodwill and other asset impairments $ — $ 2.5 (100.0) %

The impairment charges for the six months ended June 30, 2024, were primarily due to the decommissioning of a robotic asset.

Restructuring and Other Charges

Six Months Ended June 30,

2025 2024 Change

Restructuring and other charges $ 10.5 $ 16.6 (37.6)%

During the six months ended June 30, 2025, the Company recorded net restructuring and other charges of $10.5.

The charges were comprised of $17.0 related to severance and other personnel costs, $15.1 in contract termination costs, and $7.3 in facility-related costs.

The charges were adjusted by the reversal of a previously established liability of $27.5 in unused facility-related costs and $1.4 in unused severance-related costs.

During the six months ended June 30, 2024, the Company recorded net restructuring and other charges of $16.6.

The charges were comprised of $15.1 related to severance and other personnel costs and $1.8 in facility-related costs.

The charges were adjusted by the reversal of a previously established liability of $0.3 in unused facility-related costs.

Interest Expense

Six Months Ended June 30,

2025 2024 Change

Interest expense $ 113.1 $ 94.5 19.8 %

For the six months ended June 30, 2025, interest expense increased 19.8% as compared with the corresponding period in 2024.

The increase was primarily due to a higher average amount of total debt outstanding during the six months ended June 30, 2025, when compared to the six months ended June 30, 2024.

Equity Method Loss, Net

Six Months Ended June 30,

2025 2024 Change

Equity method loss, net $ (2.0) $ (0.2) (716.4) %

Equity method loss, net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the health care industry.

The increase in equity method loss for the six months ended June 30, 2025, as compared with the corresponding period in 2024, was due to incremental losses from investments.

Six Months Ended June 30,

2025 2024 Change

Other, net $ (33.7) $ 39.5 (185.2) %

The change in Other, net for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, is primarily due to a $41.5 decrease of transition services fees charged to Fortrea for the six months ended June 30, 2025, as compared with the corresponding period in 2024, related to administrative and information technology systems support.

The costs to provide these transition services are included in operating income, but the service fees are included in other income.

In addition, investment losses of $34.7 were recorded during the six months ended June 30, 2025, compared to investment losses of $5.7 for the corresponding period of 2024.

Provision for Income Taxes

Six Months Ended June 30,

2025 2024 Change

Provision for income taxes

$ 128.6 $ 131.2 (1.9) %

Provision for income taxes as a % of earnings before taxes

22.2 % 23.2 %

The decrease in the effective tax rate for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily attributable to incremental tax benefits on the vesting of employee stock plan awards.

Operating Income by Segment

Six Months Ended June 30,

2025 2024 Change

Dx segment operating income $ 910.3 $ 859.4 5.9 %

Dx segment operating margin 16.9 % 17.2 % (0.3) %

BLS segment operating income 230.2 207.3 11.0 %

BLS segment operating margin 15.3 % 14.6 % 0.7 %

Segment operating income 1,140.5 1,066.7 6.9 %

General corporate and unallocated expenses (271.6) (309.2) (12.2) %

Amortization of intangibles and other assets (137.9) (122.3) 12.8 %

Goodwill and other asset impairments — (2.5) (100.0) %

Restructuring and other charges (10.5) (16.6) (37.6) %

Operating income $ 720.5 $ 616.1 17.0 %

Dx operating income was $910.3 for the six months ended June 30, 2025, an increase of $50.9 over operating income of $859.4 in the corresponding period of 2024, and Dx operating margin decreased 30 basis points year-over-year.

The decrease in operating margin was primarily due to the impact from Invitae, partially offset by increased organic demand.

BLS operating income was $230.2 for the six months ended June 30, 2025, an increase of $22.9 over operating income of $207.3 in the corresponding period of 2024, and BLS operating margin increased 70 basis points year-over-year.

The increase was primarily due to organic demand and operating efficiencies.

General corporate expenses are comprised primarily of administrative services such as executive management, human resources, legal, finance, corporate affairs, and information technology.

Corporate expenses were $271.6 for the six months ended June 30, 2025, a decrease of $37.6 over corporate expenses of $309.2 in the corresponding period of 2024, primarily due to costs related to the Spin-off of Fortrea that were incurred during the six months ended June 30, 2024, but did not reoccur in the corresponding period of 2025.

LIQUIDITY AND CAPITAL RESOURCES (dollars in millions, except per share data)

The Company’s cash-generating capability and financial condition typically have provided ready access to capital markets.

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The Company’s cash flows were as follows:

Three Months Ended March 31,

Net cash provided by (used for) operating activities

$ 18.5 $ (29.8)

Six Months Ended June 30,

Net cash provided by operating activities $ 639.1 $ 531.3

Net cash used for investing activities (430.1) (578.1)

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Cash and Cash Equivalents

Cash and cash equivalents at March 31, 2025, and 2024, totaled $369.4 and $99.3, respectively.

Cash and cash equivalents at June 30, 2025, and 2024, totaled $647.3 and $265.1, respectively.

Cash and cash equivalents consist of highly liquid instruments, such as time deposits, and other money market investments, which have original maturities of three months or less.

Cash Flows from Operating Activities

During the three months ended March 31, 2025, the Company’s operations provided $18.5 of cash as compared to using $29.8 of cash during the same period in 2024.

The $48.3 increase in cash provided by operations in 2025 as compared with the corresponding 2024 period is primarily due to timing of working capital requirements.

During the six months ended June 30, 2025, the Company’s operations provided $639.1 of cash as compared to $531.3 of cash provided during the same period in 2024.

The $107.8 increase in cash provided by operations in 2025 as compared with the corresponding 2024 period was primarily due to higher earnings.

Cash Flows from Investing Activities

Net cash used for investing activities for the three months ended March 31, 2025, was $336.0 as compared to $393.1 for the three months ended March 31, 2024.

The decrease in cash used for investing activities for the three months ended March 31, 2025, and 2024, was primarily due to a decrease in business acquisitions and lower capital expenditures, partially offset by an equity method investment in SYNLAB during the three months ended March 31, 2025.

Capital expenditures were $126.0 and $133.8 for the three months ended March 31, 2025, and 2024, respectively.

Capital expenditures for the three months ended March 31, 2025, were 3.8% of revenues, primarily in connection with projects to support growth in the Company’s core businesses.

The Company expects this level of spending to remain consistent for the remainder of 2025, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, projects related to its LaunchPad initiative, and further acquisition integration initiatives.

Net cash used for investing activities for the six months ended June 30, 2025, was $430.1 as compared to $578.1 for the six months ended June 30, 2024.

The decrease in cash used for investing activities for the six months ended June 30, 2025, as compared to the corresponding period in 2024, was primarily due to a decrease in business acquisitions and lower capital expenditures, partially offset by an equity method investment in SYNLAB during the six months ended June 30, 2025.

Capital expenditures were $203.9 and $262.0 for the six months ended June 30, 2025, and 2024, respectively.

Capital expenditures for the six months ended June 30, 2025, were 3.0% of revenues, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, and further acquisition integration activities.

Cash Flows from Financing Activities

Net cash used for financing activities for the three months ended March 31, 2025, was $839.7 as compared to $11.7 for the three months ended March 31, 2024.

The change in cash flows from financing activities for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, was primarily due to the $1,000.0 payment of the 3.60% senior notes due February 2025, partially offset by proceeds of $225.0 from its accounts receivable securitization facility.

At March 31, 2025, the Company had $369.4 of cash and cash equivalents and $1,000.0 of available borrowings under its revolving credit facility, which does not mature until 2026.

Net cash used for financing activities for the six months ended June 30, 2025, was $1,107.1 as compared to $221.7 for the six months ended June 30, 2024.

The change in cash flows from financing activities for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to the Company’s $1,000.0 payment of the 3.60% senior notes due February 2025 and a $100.0 increase in common stock repurchases, partially offset by proceeds of $225.0 from the Company’s accounts receivable securitization facility.

In addition to Cash and cash equivalents, at June 30, 2025, the Company had $1,000.0 of available borrowings under its revolving credit facility, which, as amended on June 27, 2025, does not expire until 2030.

Under the Company’s credit facilities and indentures relating to the Company’s senior notes, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers, and with respect to the credit facilities, the Company is required to maintain certain leverage ratios.

The Company was in compliance with all covenants under the credit facilities and the indentures related to the Company’s outstanding senior notes as of March 31, 2025.

The Company was in compliance with all covenants under the credit facilities and the indentures related to the Company’s outstanding senior notes as of June 30, 2025.

The Company expects that it will remain in compliance with all covenants associated with its existing debt obligations for the next 12 months.

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 Company common stock, par value $0.10 per share (Common Stock).

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 Company common stock, par value $0.10 per share (Common Stock).

The repurchase authorization has no expiration date.

For the three months ended March 31, 2025, the Company paid $61.6 in Common Stock dividends.

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 payable on June 11, 2025, to stockholders of record of all issued and outstanding shares of Common Stock at the close of business on May 29, 2025.

For the six months ended June 30, 2025, the Company paid $121.5 in Common Stock dividends.

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 payable on September 11, 2025, to stockholders of record of all issued and outstanding shares of Common

Stock at the close of business on August 28, 2025.

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

Guarantor Information

In 2024, the Company, Laboratory Corporation of America Holdings (LCAH) and U.S.

In 2024, the Company, LCAH and U.S.

Bank Trust Company, National Association (the Trustee) entered into a seventeenth supplemental indenture (the Seventeenth Supplemental Indenture) to the indenture, dated as of November 19, 2010, between LCAH and the Trustee (2010 Indenture).

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Also, the Indentures permit the Company to satisfy LCAH’s reporting obligations so long as the Labcorp Holdings Guarantees remain in place and the Company’s Condensed Consolidated Financial Statements and other information comply with the requirements of Rule 3-10 of Regulation S-X.

At March 31, 2025, there was $3,610.6 and $2,000.0 aggregate principal amount of issued and outstanding senior notes of LCAH, issued under the 2010 Indenture and the 2024 Indenture, respectively, that are fully and unconditionally guaranteed by the Company.

At June 30, 2025, there was $3,092.7 and $2,000.0 aggregate principal amount of issued and outstanding senior notes of LCAH, issued under the 2010 Indenture and the 2024 Indenture, respectively, that are fully and unconditionally guaranteed by the Company.

Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of LCAH have not been presented.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized financial information for LCAH because the assets, liabilities and results of operations of LCAH are not materially different than the corresponding amounts in the Company’s Condensed Consolidated Financial Statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, the Company has excluded the summarized financial information for LCAH because the assets, liabilities, and results of operations of LCAH are not materially different than the corresponding amounts in the Company’s Condensed Consolidated Financial Statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Credit Ratings

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The Company has outstanding debt instruments.

At March 31, 2025, the Company had total future payments of $5,610.6, with $0.4 of payments due within 12 months.

At June 30, 2025, the Company had total future payments of $5,618.2, with $500.4 of payments due within 12 months.

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

At March 31, 2025, the Company had total future payments for short-term and long-term leases of $1,153.0, with $223.3 of payments due within 12 months.

At March 31, 2025, the Company had provided letters of credit aggregating approximately $102.8, primarily in connection with certain insurance programs which are renewed annually.

At June 30, 2025, the Company had total future payments for short-term and long-term leases of $1,166.0, with payments of $225.9 due within 12 months.

In connection with the pending acquisitions of select assets of the laboratory business of BioReference Health and select assets of the outreach business from Community Health Systems, Inc., the Company expects to pay up to $420.0, which includes $32.5 of consideration contingent on performance.

The Company expects both transactions to close in 2025, subject to customary closing conditions and applicable regulatory approvals.

See Note 3 Business Acquisitions and Dispositions to the Company’s Condensed Consolidated Financial Statements for additional information.

At June 30, 2025, the Company had provided letters of credit aggregating approximately $103.3, primarily in connection with certain insurance programs which are renewed annually.

Based on current and projected levels of cash flows from operations, coupled with availability under its revolving credit facility, the Company believes it has sufficient liquidity to meet both its anticipated short-term and long-term cash needs for the next 12 months and the reasonably foreseeable future;

however, the Company continually reassesses its liquidity position in light of market conditions and other relevant factors.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates that appear in Part II - Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis