What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 191 added, 155 removed, 636 unchanged (35% of the section changed)

4 unchanged sentences

(In Millions)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

1 unchanged sentence

Accounts receivable, net 2,109.1 1,944.1

Unbilled services 156.1 152.9

Unbilled services, net 156.1 152.9

Supplies inventory 521.5 493.2

25 unchanged sentences

Shareholders’ equity:

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

Common stock 83.0 and 83.4 shares outstanding at September 30, 2025, and December 31, 2024, respectively

Additional paid-in capital 33.0 2.8

8 unchanged sentences

(In Millions, Except Per Share Data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

26 unchanged sentences

(In Millions)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Net benefit plan adjustments 0.6 1.6 1.5 ( 0.1 )

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

(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 )

Other comprehensive (loss) earnings before tax ( 7.2 ) 79.9 220.0 ( 53.3 )

Provision for income tax related to items of comprehensive earnings ( 0.2 ) ( 1.1 ) ( 0.4 ) ( 0.6 )

Other comprehensive (loss) earnings, net of tax ( 7.4 ) 78.8 219.6 ( 53.9 )

Comprehensive earnings 254.1 248.4 932.4 549.6

8 unchanged sentences

Stock Additional

Capital Retained Earnings Accumulated

Comprehensive

Earnings (Loss) Total

Capital Retained Earnings Accumulated Other Comprehensive Loss Total

Shareholders’

16 unchanged sentences

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

Net earnings attributable to Labcorp Holdings Inc.

— — 169.3 — 169.3

Other comprehensive earnings, net of tax — — — 78.8 78.8

Dividends declared — — ( 61.1 ) — ( 61.1 )

Issuance of common stock under employee stock plans — 26.3 — — 26.3

Net share settlement tax payments from issuance of stock to employees — ( 0.9 ) — — ( 0.9 )

Stock compensation — 27.0 — — 27.0

Purchase of common stock ( 0.1 ) ( 64.9 ) ( 10.0 ) — ( 75.0 )

BALANCE AT SEPTEMBER 30, 2024 $ 7.6 $ — $ 8,275.8 $ ( 113.2 ) $ 8,170.2

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

16 unchanged sentences

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

Net earnings attributable to Labcorp Holdings Inc.

— — 261.1 — 261.1

Other comprehensive loss, net of tax — — — ( 7.4 ) ( 7.4 )

Dividends declared — — ( 60.7 ) — ( 60.7 )

Issuance of common stock under employee stock plans — 28.6 — — 28.6

Net share settlement tax payments from issuance of stock to employees — ( 1.6 ) — — ( 1.6 )

Stock compensation — 29.2 — — 29.2

Purchase of common stock — ( 25.0 ) — — ( 25.0 )

BALANCE AT SEPTEMBER 30, 2025 $ 7.5 $ 33.0 $ 8,698.4 $ ( 42.0 ) $ 8,696.9

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

3 unchanged sentences

(In Millions)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

11 unchanged sentences

(Increase) decrease in supplies inventory ( 17.9 ) 2.0

Decrease in prepaid expenses and other 57.8 21.6

Decrease (increase) in prepaid expenses and other 15.8 ( 39.8 )

Decrease in accounts payable ( 204.4 ) ( 138.2 )

11 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from senior note offerings — 2,000.0

Payments on senior notes ( 1,000.0 ) ( 600.0 )

7 unchanged sentences

Other, net ( 8.9 ) ( 29.7 )

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

Net cash (used for) provided by for financing activities ( 1,166.6 ) 1,326.6

Effect of exchange rate changes on Cash and cash equivalents 23.8 2.5

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

Net (decrease) increase in Cash and cash equivalents ( 920.6 ) 980.5

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 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.

During each of the three months ended September 30, 2025, and 2024, and each of the nine months ended September 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.

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Interim results are not necessarily indicative of results for a full year.

The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (GAAP).

The Condensed Consolidated Balance Sheet for the year ended December 31, 2024, was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (GAAP).

These unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and GAAP for interim reporting.

10 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.

Recent Accounting Pronouncements Not Yet Adopted

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This accounting pronouncement provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when measuring credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use-Software (Topic 350):

Targeted Improvements to the Accounting for Internal-Use Software .

This accounting pronouncement improves the operability of the existing guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027.

The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

LABCORP HOLDINGS INC.

2 unchanged sentences

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

Enactment of the One Big Beautiful Bill Act

The tax provisions of the OBBBA will enable the Company to accelerate the realization of $ 194.7 of deferred tax assets relating to research and development costs over the next two years, but will have no material net impact within the Condensed Consolidated Statement of Operations.

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

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

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

North America Europe Other Total North America Europe Other Total

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

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

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

North America Europe Other Total North America Europe Other Total

7 unchanged sentences

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

were $ 2,968.5 ( 83.3 %) and $ 2,738.4 ( 83.4 %) for the three months ended September 30, 2025, and 2024, respectively, and were $ 8,713.9 ( 83.5 %) and $ 8,091.8 ( 83.6 %) for the nine months ended September 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Dx accounts receivable $ 1,398.8 $ 1,259.3

4 unchanged sentences

reserve for unbilled services ( 6.7 ) ( 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 $ 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Unbilled services, net $ 156.1 $ 152.9

Revenues recognized during the period that were included in the unearned revenue balance at the beginning of the period were $ 16.0 and $ 20.2 for the three months ended September 30, 2025, and 2024, respectively, and were $ 119.3 and $ 98.0 for the nine months ended September 30, 2025, and 2024, respectively.

Allowance for Credit Losses

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

BLS estimates future expected credit losses on Accounts receivable, net and Unbilled services, net over the remaining collection period of the instrument.

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

Accounts Receivable Unbilled Services Total

Accounts Receivable, net Unbilled Services, net Total

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

2 unchanged sentences

Foreign currency impact

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

Allowance for credit losses at September 30, 2025 $ 36.7 $ 6.7 $ 43.4

BUSINESS ACQUISITIONS AND DISPOSITIONS

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

During the nine months ended September 30, 2025, the Company acquired several businesses and related assets for cash of $ 324.0 .

The preliminary purchase considerations for these acquisitions were allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including approximately $ 202.9 in identifiable intangible assets.

The weighted-average amortization periods for the customer relationships and non-compete agreements were 15.0 years and 4.8 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.

A residual amount of tax deductible goodwill, including measurement period adjustments relating to prior acquisitions of $ 196.7 was recorded as of September 30, 2025.

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The purchase price allocations for these acquisitions were preliminary at September 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

BioReference Health Other Business Acquisitions Closed During the Nine Months Ended September 30, 2025 Measurement Period Adjustments During the Nine Months Ended September 30, 2025 Amounts Acquired During the Nine Months Ended September 30, 2025

Property, plant, and equipment

4 unchanged sentences

Accrued expenses and other — 24.0 — 24.0

Other liabilities 32.5 2.5 — 35.0

Total liabilities acquired 32.5 26.5 — 59.0

4 unchanged sentences

The transaction closed in March 2025 and is accounted for as an equity method investment within the Company’s Condensed Consolidated Financial Statements.

On March 11, 2025, the Company announced that it entered into an agreement with OPKO Health, Inc.

to acquire select assets of the laboratory business of BioReference Health, focused on oncology and oncology-related clinical testing services across the U.S.

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.

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 .

(CHS) to acquire select assets of the outreach business from CHS 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.

On September 15, 2025, the Company entered into an agreement with Empire City Laboratories, Inc.

to acquire select clinical laboratory assets, which serves the New York Tri-State area.

The purchase price for the transaction is up to $ 250.0 , including $ 165.0 payable at closing and up to $ 85.0 of additional consideration contingent on performance.

The transaction is anticipated to close in the first quarter of 2026, subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.

Supplemental Pro Forma Information

Had the aggregate of the Company’s 2025 and 2024 acquisitions, that were accounted for as business combinations, been completed at January 1, 2024, the Company’s unaudited pro forma results would have been as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenues $ 3,589.6 $ 3,368.4 $ 10,531.6 $ 10,065.6

Net earnings attributable to LHI $ 266.1 $ 181.1 $ 728.1 $ 640.9

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

During the nine months ended September 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.

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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.

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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 June 30,

Three Months Ended September 30,

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

2 unchanged sentences

Per common share amount $ 3.14 $ 3.12 $ 2.02 $ 2.00

Six Months Ended June 30,

Nine Months Ended September 30,

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

3 unchanged sentences

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Goodwill acquired during the period

179.9 — 179.9

Foreign currency impact and other adjustments to Goodwill

49.6 83.1 132.7

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Balance as of September 30, 2025 $ 5,332.0 $ 1,350.3 $ 6,682.3

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

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

The components of identifiable intangible assets were as follows:

June 30, 2025 December 31, 2024

September 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

8 unchanged sentences

Canadian and other licenses

$ 568.7 $ 557.5 N/A

$ 564.4 N/A $ 564.4 $ 557.5 N/A

Total intangible assets

$ 5,770.7 $ ( 2,199.3 ) $ 3,571.4 $ 5,433.3 $ ( 1,944.4 ) $ 3,488.9

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.

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Amortization of intangible assets was $ 69.5 and $ 63.7 for the three months ended September 30, 2025, and 2024, respectively, and was $ 207.4 and $ 186.0 for the nine months ended September 30, 2025, and 2024, respectively.

The amortization expense of intangible assets is estimated to be $ 76.3 for the remainder of 2025, $ 281.2 in 2026, $ 268.1 in 2027, $ 260.4 in 2028, $ 247.2 in 2029, and $ 1,873.8 thereafter.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

1.55% senior notes due 2026 $ 500.0 $ —

4 unchanged sentences

Long-term debt consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

1.55% senior notes due 2026 $ — $ 500.0

16 unchanged sentences

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.

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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 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 September 30, 2025.

At September 30, 2025, the effective interest rate on the revolving credit facility was 5.16 %.

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 June 30, 2025, and expects that it will remain in compliance with its existing debt covenants for the next 12 months.

The Company was in compliance with all covenants in its term loans and the revolving credit facility at September 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).

1 unchanged sentence

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 AR Facility Amendment

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

3 unchanged sentences

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

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 .

During the nine months ended September 30, 2025, and 2024, the Company received loan proceeds of $ 225.0 and $ 300.0 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

1 unchanged sentence

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 June 30, 2025, and December 31, 2024.

There were no preferred shares outstanding at September 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

Nine Months Ended September 30, 2025

Beginning balance 83.4

5 unchanged sentences

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

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.

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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 .

During the nine months ended September 30, 2025, the Company purchased 0.9 shares of its Common Stock at an average price of $ 249.27 per share for a total cost of $ 225.0 .

During the nine months ended September 30, 2024, the Company purchased 0.8 shares of its Common Stock at an average price of $ 211.63 per share for a total cost of $ 175.0 .

At September 30, 2025, the Company had outstanding authorization from its board of directors (Board) to purchase up to $ 1,055.4 maximum value of Common Stock.

During each of the three months ended September 30, 2025, and 2024, and each of the nine months ended September 30, 2025, and 2024, a cash dividend of $ 0.72 and $ 2.16 per share of Common Stock, respectively, was declared and paid.

On October 8, 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 December 11, 2025 , to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on November 26, 2025 .

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

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)

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss were as follows:

Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Loss

Balance at December 31, 2024 $ ( 264.7 ) $ 3.1 $ ( 261.6 )

1 unchanged sentence

Tax effect of adjustments — ( 0.4 ) ( 0.4 )

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

Balance at September 30, 2025 $ ( 46.2 ) $ 4.2 $ ( 42.0 )

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

COMMITMENTS AND CONTINGENCIES

21 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

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

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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.

LABCORP HOLDINGS INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 Judgment.

On February 28, 2025, the Company filed in the Texas Supreme Court a Petition for Review with respect to the Texas Court of Appeals decision.

1 unchanged sentence

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.

Laboratory Corporation of America, et al ., filed in the Circuit Court of the Thirteenth Judicial Circuit for Hillsborough County, Florida.

The complaint alleged that the Company violated the Florida Consumer Collection Practices Act by billing patients who were collecting benefits under the Workers’ Compensation Statutes.

The lawsuit sought 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.

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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, which the court has preliminarily approved.

On or about October 31, 2024, Labcorp and the Plaintiff (on behalf of the putative class) entered into a Settlement Agreement.

On August 13, 2025, the court entered a Final Judgment Approving Settlement Agreement, Certifying Class and Approving Service Fee Award and Attorneys’ Fees and Costs.

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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, 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 asserts derivative claims on the Company’s behalf against the Company’s board

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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.

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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-

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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.

The lawsuit seeks monetary damages, civil penalties, and recovery of attorney’s fees and costs.

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 asserted these actions violated various California Labor Code provisions and Section 17200 of the Business and Professional Code.

The lawsuit sought monetary damages, civil penalties, and recovery of attorney’s fees and costs.

On June 15, 2020, the lawsuit was removed to the U.S.

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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.

The second lawsuit sought 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.

The second lawsuit sought to recover civil penalties and recovery of attorney’s fees

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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 October 15, 2025, the court granted final approval of the parties’ settlements in both Bermejo I and Bermejo II and dismissed the lawsuits.

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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Provisions for losses expected under these programs are recorded based upon the Company’s estimates of the aggregated liability of claims incurred.

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FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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Condensed Consolidated Balance Sheets Classification

June 30, 2025

September 30, 2025

Fair Value at Using Fair Value Hierarchy

June 30, 2025 Level 1 Level 2 Level 3

September 30, 2025 Level 1 Level 2 Level 3

Noncontrolling interest put Noncontrolling interest $ 16.1 $ — $ 16.1 $ —

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Contingent consideration Accrued expenses and other/Other liabilities $ 67.3 $ — $ — $ 67.3

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Fair Value Measurements

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Additions from business acquisitions 56.5

Balance at June 30, 2025 $ 34.8

Balance at September 30, 2025 $ 67.3

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.

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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

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can result from changes in anticipated revenue levels and changes in assumed discount periods and rates.

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 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.

Although recorded at amortized cost on the Company’s Condensed Consolidated Balance Sheets, the fair market value of the Company’s senior notes was $ 4,954.8 and $ 5,762.6 as of September 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 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 %.

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 currently based on the three-month Secured Overnight Financing Rate, plus 1.7060 %.

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

As the specific terms and notional amounts of the derivative financial instruments match

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those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company’s Condensed Consolidated Statements of Operations.

Cross Currency Swaps

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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 (losses) gains of derivatives designated in fair value hedging relationships:

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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SUPPLEMENTAL CASH FLOW INFORMATION

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid during the period for:

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Change in accrued property, plant, and equipment $ ( 11.5 ) $ ( 35.6 )

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BUSINESS SEGMENT INFORMATION

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

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

The “management approach” has been used to present the following segment information.

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Segment asset information is not presented because it is not used by the CODM.

Three Months Ended June 30, 2025

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Three Months Ended September 30, 2025

Dx BLS Intercompany eliminations and other LHI

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Restructuring and other charges ( 5.9 )

Goodwill and other asset impairments ( 0.7 )

Total Operating income

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Earnings from operations before income taxes $ 337.0

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Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Dx BLS Intercompany eliminations and other LHI

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Earnings from operations before income taxes $ 210.6

Six Months Ended June 30, 2025

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Nine Months Ended September 30, 2025

Dx BLS Intercompany eliminations and other LHI

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Restructuring and other charges ( 16.4 )

Goodwill and other asset impairments ( 0.7 )

Total Operating income 1,117.1

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Earnings from operations before income taxes $ 916.9

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Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Dx BLS Intercompany eliminations and other LHI

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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