What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 579 added, 584 removed, 1467 unchanged (44% of the section changed)

14 unchanged sentences

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

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control - Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, the Company’s management determined that, as of December 31, 2024, the Company maintained effective internal control over financial reporting.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2025.

Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control - Integrated Framework 2013” issued by COSO.

Based on this assessment, the Company’s management determined that, at December 31, 2025, the Company maintained effective internal control over financial reporting.

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

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

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the Consolidated Financial Statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting at December 31, 2025, as stated in its report, which is included herein immediately preceding the Company’s audited Consolidated Financial Statements.

OTHER INFORMATION

1 unchanged sentence

During the quarter ended December 31, 2025, none of the Company’s directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

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

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

President, Diagnostics Laboratories and Chief Operations Officer

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

Chief Marketing Officer

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

November 17, 2025 Rule 10b5-1 Trading Arrangement Up to ( 2,157 ) (1)

October 30, 2026 (2)

Senior Vice President, Chief Accounting Officer

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

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

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

36 unchanged sentences

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

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

Bank National Association, as trustee, including the form of the 2025 Notes (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 30, 2015).

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

22 unchanged sentences

Labcorp Holdings Inc.

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

2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 20, 2025).

Labcorp Holdings Inc.

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

2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 20, 2025).

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

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

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

and Radiance Merger Sub Inc.

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

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

10 unchanged sentences

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

10.17 Amendment No.

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

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

6 unchanged sentences

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

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

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

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

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

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

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

Schechter on November 18, 2024.

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

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

Insider Trading Policy, revised March 2023

Schechter on November 18, 2024 (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

10.24 Second Amendment to Receivables Purchase Agreement, dated as of January 28, 2026, by and among Labcorp Receivables LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2026).

Insider Trading Policy, revised December 2025

21.1** List of Subsidiaries of the Company

2 unchanged sentences

24.1** Power of Attorney of Kerrii B.

24.2** Power of Attorney of Victor Bulto Carulla

Power of Attorney of Jeffrey A.

24.3** Power of Attorney of D.

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

Power of Attorney of Kirsten M.

4 unchanged sentences

Rothman, M.D.

Power of Attorney of John H.

Sampson, M.D., Ph.D.

Power of Attorney of Kathryn E.

30 unchanged sentences

Wilkinson (Principal Accounting Officer)

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

Victor Bulto Carulla

Garheng Kong, M.D., Ph.D.

Richelle Parham

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

/s/ SANDRA D.

VAN DER VAART

van der Vaart

Sampson, M.D., Ph.D.

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

/s/ KATHRYN W.

Attorney-in-fact

79 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In Millions, Except Per Share Data)

(In Millions)

Current assets:

1 unchanged sentence

Accounts receivable, net 2,103.8 1,944.1

Unbilled services 152.9 185.4

Unbilled services, net 156.9 152.9

Supplies inventory 534.7 493.2

16 unchanged sentences

Total current liabilities 2,823.5 3,330.2

Long-term debt, less current portion 5,331.2 4,054.7

Long-term debt 5,084.6 5,331.2

Operating lease liabilities 682.6 676.3

30 unchanged sentences

Investment income 15.2 22.3 28.8

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

Equity method loss, net ( 13.3 ) ( 1.4 ) ( 1.4 )

Other, net ( 55.0 ) 60.2 15.5

Earnings from continuing operations before income taxes

1,107.5 959.5 568.9

Provision for income taxes 229.8 212.4 188.5

5 unchanged sentences

$ 876.5 $ 746.0 $ 418.0

Basic earnings per common share:

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

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

Basic earnings per common share $ 8.89 $ 4.80 $ 14.05

Diluted earnings per common share:

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

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

Diluted earnings per common share $ 8.84 $ 4.77 $ 13.97

Basic earnings per share:

Basic earnings per share from continuing operations $ 10.54 $ 8.89 $ 4.35

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

Basic earnings per share $ 10.54 $ 8.89 $ 4.80

Diluted earnings per share:

Diluted earnings per share from continuing operations $ 10.46 $ 8.84 $ 4.33

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

Diluted earnings per share $ 10.46 $ 8.84 $ 4.77

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In Millions, Except Per Share Data)

(In Millions)

Years Ended December 31,

3 unchanged sentences

Net benefit plan adjustments 3.2 20.7 14.6

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

Other comprehensive earnings (loss) before tax 234.9 ( 196.4 ) 197.7

Provision for income tax related to items of comprehensive earnings

( 0.9 ) ( 5.9 ) ( 1.8 )

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

Other comprehensive earnings (loss), net of tax 234.0 ( 202.3 ) 195.9

Comprehensive earnings 1,111.7 544.8 615.1

8 unchanged sentences

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Earnings (Loss) Total

Accumulated Other Comprehensive Loss Total

Shareholders’

2 unchanged sentences

— — 418.0 — 418.0

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

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

Fortrea Holdings Inc.

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

Dividends declared — — ( 256.1 ) — ( 256.1 )

6 unchanged sentences

— — 746.0 — 746.0

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

Fortrea Holdings Inc.

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

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

Dividends declared — — ( 242.9 ) — ( 242.9 )

6 unchanged sentences

— — 876.5 — 876.5

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

Other comprehensive earnings, net of tax

— — — 234.0 234.0

Dividends declared — — ( 241.1 ) — ( 241.1 )

Issuance of common stock under employee stock plan — 56.2 — — 56.2

Issuance of common stock under employee stock plans 0.1 54.2 — — 54.3

Net share settlement tax payments from issuance of stock to employees — ( 31.9 ) — — ( 31.9 )

17 unchanged sentences

Goodwill and other asset impairments 4.3 5.3 349.0

Non-cash portion of Restructuring and other charges 101.3 — —

Deferred income taxes 97.6 ( 20.1 ) ( 78.1 )

1 unchanged sentence

Change in assets and liabilities (net of effects of acquisitions and divestitures):

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

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

Increase in accounts receivable

( 125.5 ) ( 52.3 ) ( 103.8 )

Decrease in unbilled services

3.3 30.4 28.5

Increase in supplies inventory ( 30.2 ) ( 12.6 ) ( 0.7 )

Increase in prepaid expenses and other

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

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

( 25.2 ) ( 54.5 ) ( 25.8 )

(Decrease) increase in accounts payable

( 52.8 ) 72.1 ( 42.4 )

Increase (decrease) in unearned revenue

34.6 ( 24.6 ) 105.5

Decrease in accrued expenses and other ( 330.3 ) ( 112.6 ) ( 323.2 )

4 unchanged sentences

Capital expenditures ( 434.5 ) ( 489.9 ) ( 453.6 )

Purchase of investments ( 55.0 ) ( 29.0 ) ( 17.4 )

Purchase of equity affiliates or other investments ( 192.4 ) ( 55.0 ) ( 29.0 )

Proceeds from sale of assets 8.0 2.0 0.6

Proceeds from sale or distribution of investments — 6.7 5.2

Proceeds from exit from swaps — — 2.9

Proceeds from sale or distribution of equity affiliates or other investments 6.9 — 6.7

Proceeds from sale of business — 15.1 —

3 unchanged sentences

Net cash used for discontinued investing activities

— ( 24.7 ) ( 52.6 )

Net cash used for investing activities ( 1,194.0 ) ( 1,366.8 ) ( 1,171.5 )

9 unchanged sentences

Purchase of common stock ( 450.0 ) ( 250.1 ) ( 1,000.0 )

Other ( 36.7 ) ( 19.6 ) ( 27.0 )

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

Other, net ( 13.7 ) ( 36.7 ) ( 19.6 )

Net cash (used for) provided by continuing financing activities

( 1,457.0 ) 779.9 ( 1,559.0 )

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

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

Net cash (used for) provided by financing activities

( 1,457.0 ) 779.9 ( 59.3 )

Effect of exchange rate changes on cash and cash equivalents 24.1 ( 17.0 ) 9.9

Net increase (decrease) in cash and cash equivalents 981.9 106.8 ( 1,042.7 )

Net (decrease) increase in cash and cash equivalents

( 986.4 ) 981.9 106.8

Cash and cash equivalents at beginning of period 1,518.7 536.8 430.0

Less cash and cash equivalents of discontinued operations at the end of the period

Cash and cash equivalents at end of period $ 532.3 $ 1,518.7 $ 536.8

7 unchanged sentences

Labcorp ® Holdings Inc.

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

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

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

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

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

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

Labcorp Holdings Inc.

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

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

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

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

In 2025 and 2024, Dx and BLS contributed approximately 78 % and 22 %, respectively, of Revenues to the Company.

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

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

Investments in which the Company does not exercise significant influence (generally, when the Company has an investment of less than 20 % and no representation on the investee’s board of directors) are accounted for at fair value or at cost minus impairment adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer for those investments that do not have readily determinable fair values.

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

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

All significant intercompany transactions and accounts have been eliminated.

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

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

1 unchanged sentence

Revenues and expenses are translated at average monthly exchange rates prevailing during the year.

Resulting translation adjustments are included in Accumulated other comprehensive income.

On June 30, 2023, the Company completed the separation (Spin-off) of Fortrea Holdings Inc.

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

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

On June 30, 2023, the Company completed the separation of Fortrea, formerly the Company’s CDCS business, into a separate, publicly traded company.

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

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

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

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

These Consolidated Financial Statements are presented in accordance with the rules and regulations of the SEC and GAAP.

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

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

Actual results could materially differ from those estimates.

Reimbursable Out-of-Pocket Expenses

4 unchanged sentences

Selling, General, and Administrative Expenses

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Use of Estimates

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

Actual results could materially differ from those estimates.

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

Concentration of Credit Risk

2 unchanged sentences

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

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

The total Cash and cash equivalent

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

balances that exceeded the balances insured by the Federal Deposit Insurance Commission, were approximately $ 529.9 and $ 1,516.0 at December 31, 2025, and 2024, respectively.

Substantially all of the Company’s accounts receivable are with companies in the healthcare or pharmaceutical industry and individuals.

8 unchanged sentences

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

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

The capitated accounts receivable balance from the Ontario government sponsored healthcare plan was CAD 5.8 and 6.4 at December 31, 2025, and 2024, respectively.

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

At December 31, 2025, and 2024, receivables due from patients represented approximately 22.6 % and 24.5 % of the Company’s consolidated gross accounts receivable, respectively.

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

The Company applies assumptions and judgments including historical experience and reasonable and supportable forecasts for assessing collectability from patients.

Earnings per Share

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

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

by the weighted-average number of common shares outstanding.

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

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

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

4 unchanged sentences

Weighted-average common shares outstanding 83.2 0.6 83.8 83.9 0.5 84.4 87.1 0.5 87.6

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

Per share amount

$ 10.54 $ 10.46 $ 8.89 $ 8.84 $ 4.80 $ 4.77

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

2 unchanged sentences

Employee stock options and awards 0.1 0.2 0.2

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Stock Compensation Plans

5 unchanged sentences

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

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

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

Cash Equivalents

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

Cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and/or other money market instruments, which have maturities when purchased of three months or less.

Supplies Inventory

1 unchanged sentence

Supplies accounted for $ 386.2 and $ 384.2 and finished goods accounted for $ 148.5 and $ 109.0 of total Supplies inventory at December 31, 2025, and 2024, respectively.

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

The Company’s inventory reserve balance was $ 26.7 and $ 43.8 , at December 31, 2025, and 2024, respectively.

Property, Plant, and Equipment, Net

8 unchanged sentences

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

Computer software maintenance costs related to software

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

development are expensed as incurred.

Computer software maintenance costs related to software development are expensed as incurred.

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

7 unchanged sentences

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

8 unchanged sentences

Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of 2025.

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

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

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

Based upon the results of the qualitative assessments, the Company concluded that the fair values of each of its reporting units, as of October 1, 2025, were greater than the carrying values.

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

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

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

increases in customer termination activity;

or increases in operating costs.

Various factors could reasonably be expected to unfavorably impact existing assumptions, primarily a worsening economic environment and protracted economic downturn and related impacts, including delays in revenue from new customers, increases in customer termination activity, or increases in operating costs.

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

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

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

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

The Company has investments in other companies or investment funds that develop technology relating to the Company’s operations.

The carrying value of these type of investments was $ 201.9 and $ 199.7 at December 31, 2025, and 2024, respectively, and are included within Other assets, net in the Company’s Consolidated Balance Sheet.

Debt Issuance Costs

The costs related to the issuance of debt are capitalized, netted against the related debt for presentation purposes and amortized to interest expense over the terms of the related debt.

LABCORP HOLDINGS INC.

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

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

Debt Issuance Costs

The costs related to the issuance of debt are capitalized, netted against the related debt for presentation purposes and amortized to interest expense over the terms of the related debt.

Professional Liability

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

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

All leases with a lease term greater than 12 months are recorded as an obligation in the Company’s Consolidated Balance Sheets with a corresponding ROU asset, while short-term leases with an initial term of 12 months or less are not recorded in the Company’s Consolidated Balance Sheets.

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

Right-of-use assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments.

ROU assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments.

The classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

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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 Consolidated Statements of Operations.

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

Cross currency swap agreements, which have been used by the Company to hedge the foreign currency exposure of its net investment in a Swiss subsidiary, are accounted for at fair value.

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

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

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

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

currency, are accounted for at fair value.

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

recognized in earnings.

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

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For subsidiaries outside of the U.S.

that operate in a local currency environment, income and expense items are translated to U.S.

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

that operate in a local currency environment, income and expense items are translated to USD at the monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates and equity accounts are translated at historical exchange rates.

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

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

Recent Accounting Pronouncements Not Yet Adopted

In July 2025, the 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 anticipates that adopting this accounting pronouncement will not have a material impact 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This accounting pronouncement is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies.

ASU 2025-11 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 future interim reporting.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements .

This accounting pronouncement addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026.

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

Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the U.S.

government enacted the OBBBA, which includes significant changes to federal tax law, including modifications to bonus depreciation, R&D expensing, and international tax regimes.

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

DISCONTINUED OPERATIONS

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

On June 30, 2023, (the Distribution Date), Labcorp completed the Spin-off.

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

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

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

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

These agreements contained the key provisions that related to the Spin-off, including provisions related to the principal intercompany transactions required to effect the Spin-off, the conditions to the Spin-off, and provisions that governed the relationship between Fortrea and the Company after the Spin-off.

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

The TSA between Fortrea and LCAH expired on June 30, 2025, and all services provided under the TSA terminated on or before the expiration date.

Financial Information of Discontinued Operations

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

The following table summarizes the significant line items included in Earnings from discontinued operations, net of tax in the Consolidated Statements of Operations:

Year Ended December 31, 2023

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Amortization of intangibles and other assets 31.9

Goodwill and other asset impairments — 9.8

Restructuring and other charges 3.0

Operating income 43.1

Other income (expense):

Other (expense) income:

Interest expense ( 0.5 )

Investment income (expense) ( 1.2 ) 1.4

Investment expense ( 1.2 )

Other, net 4.2

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Net earnings attributable to Labcorp Holdings Inc.

$ 38.8 $ 277.1

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Description of Revenues

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

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

The Company’s revenue by segment payer groups is as follows:

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

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

Payer/Customer

Clients 23 % — % — % 23 % 24 % — % — % 24 % 24 % — % — % 24 %

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Third party 37 % — % — % 37 % 36 % — % — % 36 % 36 % — % — % 36 %

Total Dx revenues by payer 78 % — % — % 78 % 77 % — % — % 77 % 77 % — % — % 77 %

Pharmaceutical, biotechnology and medical device companies 9 % 9 % 4 % 22 % 10 % 9 % 4 % 23 % 10 % 9 % 4 % 23 %

Total Dx revenues

78 % — % — % 78 % 78 % — % — % 78 % 77 % — % — % 77 %

Pharmaceutical, biotechnology, medical device, and diagnostic companies, and CROs

9 % 9 % 4 % 22 % 9 % 9 % 4 % 22 % 10 % 9 % 4 % 23 %

Total Revenues

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

Revenues in the U.S.

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

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

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

LABCORP HOLDINGS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

performed and the expected reimbursement.

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

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

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

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

Dx has a formal process to estimate implicit price concessions for uncollectable accounts.

The majority of Dx’s collection risk is related to accounts receivable from both insured and uninsured patients who are unwilling or unable to pay.

Anticipated write-offs are recorded as adjustments to revenue at an amount considered necessary to record the segment’s revenue at its net realizable value.

In addition to contractual discounts, other adjustments, including anticipated payer denials and other external factors that could affect the collectability of its receivables, are considered when determining revenue and the net receivable amount.

Any remaining adjustments to revenue are recorded at the time of final collection and settlement.

These adjustments are not material to Dx’s results of operations in any period presented.

The following are descriptions of the Dx payer portfolios:

Client payers represent the portion of Dx’s revenue related to physicians, hospitals, health systems, accountable care organizations (ACOs), employers, and other entities where payment is received exclusively from the entity ordering the testing service.

Client payers represent the portion of Dx’s revenue related to physicians, hospitals, health systems, ACOs, employers, and other entities where payment is received exclusively from the entity ordering the testing service.

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

1 unchanged sentence

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

This portfolio includes revenue from uninsured patients and member cost-share for insured patients (e.g., coinsurance, deductibles, and non-covered services).

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This portfolio relates to fee-for-service revenue from traditional Medicare and Medicaid programs.

Revenue from these programs is based on the fee schedule established by the related government authority.

In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue.

Net revenue from these programs is based on the fee schedule established by the related government authority.

In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining net revenue.

Any remaining adjustments to revenue are recorded at the time of final collection and settlement.

These adjustments are not material to Dx’s results of operations in any period presented.

Third party includes revenue related to managed care organizations (MCOs).

Third party includes revenue related to MCOs.

The majority of Dx’s third-party revenue is reimbursed on a fee-for-service basis.

These payers are billed at Dx’s established list price and revenue is recorded net of contractual discounts.

The majority of Dx’s MCO sales are recorded based upon contractually negotiated fee schedules with sales for non-contracted MCOs recorded based on historical reimbursement experience.

The majority of Dx’s MCO revenues are recorded based upon contractually negotiated fee schedules with sales for non-contracted MCOs recorded based on historical reimbursement experience.

In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue.

1 unchanged sentence

These adjustments are not material to Dx’s results of operations in any period presented.

Third-party reimbursement is also received through capitation agreements with MCOs and independent physician associations.

Third-party reimbursement is also received through capitation agreements with MCOs and IPAs.

Under capitated agreements, revenue is recognized based on a negotiated per-member, per-month payment for an agreed upon menu of tests or based upon the proportionate share earned by Dx from a capitation pool.

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

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

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

For contracts that include multiple performance obligations, BLS allocates the contract value to the goods and services based on a customer price list, if available.

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

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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When using an input method, revenue is recognized by dividing the actual costs incurred by the total estimated cost expected to complete the contract and multiplying that percentage by the total contract value.

Contract costs principally include direct labor costs, research model costs, and allocated overhead.

Contract costs principally include direct labor costs, research model costs, and allocated overhead costs.

The estimate of total costs expected to complete the contract requires significant judgment, and these estimates are reviewed periodically.

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Contracts are often modified to account for changes in contract specifications and requirements.

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

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

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

Accounts Receivable, Unbilled Services, and Unearned Revenue

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

1 unchanged sentence

BLS accounts receivable 791.2 729.5

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

BLS allowance for credit losses ( 36.4 ) ( 44.7 )

Accounts receivable, net $ 2,103.8 $ 1,944.1

Gross unbilled services $ 164.0 $ 160.5

Less reserve for unbilled services ( 7.6 ) ( 7.5 )

Unbilled services $ 152.9 $ 185.4

Unearned revenue $ 392.2 $ 421.7

Revenue recognized during the period that was included in the unearned revenue balance at the beginning of the period, for the years ended December 31, 2024, 2023, and 2022 was $ 113.0 , $ 78.9 , and $ 99.7 , respectively.

Credit Loss Rollforward

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

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

Accounts Receivable Unbilled Services Total

reserve for unbilled services ( 7.1 ) ( 7.6 )

Unbilled services, net

$ 156.9 $ 152.9

Revenues recognized during the period that were included in the unearned revenue balance at the beginning of the period, for the years ended December 31, 2025, 2024, and 2023 were $ 129.5 , $ 113.0 , and $ 78.9 , respectively.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO 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, 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, net Unbilled Services, net Total

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

1 unchanged sentence

Write-offs ( 2.2 ) — ( 2.2 )

Foreign currency impact ( 0.4 ) — ( 0.4 )

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

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Allowance for credit losses at December 31, 2025 $ 36.4 $ 7.1 $ 43.5

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

BUSINESS ACQUISITIONS AND DISPOSITIONS

During the year ended December 31, 2025, the Company acquired various businesses and related assets for approximately $ 582.0 , net of cash acquired.

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.

A residual amount of tax deductible goodwill, including measurement period adjustments relating to prior acquisitions, of $ 298.2 was recorded at December 31, 2025.

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

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

BioReference Health (2025) Community Health Systems Inc.

Other Acquisitions Closed During the Year Ended December 31, 2025 Measurement Period Adjustments Amounts Acquired During Year Ended December 31, 2025

Cash and cash equivalents $ — $ — $ 0.2 $ — $ 0.2

Accounts receivable — — 0.6 — 0.6

Inventories — — 0.9 — 0.9

Property, plant, and equipment — — 7.9 ( 0.8 ) 7.1

Goodwill 105.8 91.4 90.6 10.4 298.2

Intangible assets 119.2 103.1 100.8 ( 23.3 ) 299.8

Total assets acquired 225.0 194.5 201.0 ( 13.7 ) 606.8

Accrued expenses and other 32.5 — 25.3 ( 20.6 ) 37.2

Lease liabilities — — 3.0 — 3.0

Other liabilities — — 2.5 6.9 9.4

Total liabilities acquired 32.5 — 30.8 ( 13.7 ) 49.6

Net assets acquired 192.5 194.5 170.2 — 557.2

Escrow payments for pending acquisitions

Cash paid for acquisitions $ 192.5 $ 194.5 $ 170.2 $ — $ 582.2

LABCORP HOLDINGS INC.

2 unchanged sentences

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

BUSINESS ACQUISITIONS AND DISPOSITIONS

Intangible assets recognized from business acquisitions that closed during the year ended December 31, 2025, including the related measurement period adjustments, and their respective weighted-average amortization periods are as follows:

Amount Weighted-average Amortization Period

Customer relationships $ 262.3 15.0

Non-compete agreements 53.6 4.9

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

to acquire a 15 % minority interest in SYNLAB, a leader in medical diagnostic services and specialty testing in Europe, for approximately $ 151.6 (€ 140.4 ).

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

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 transaction closed during the first quarter of 2026.

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

On November 13, 2025, the Company announced that it entered into an agreement with Parkview Health System, Inc.

to acquire select assets of the health system’s outreach laboratory services for a purchase price of approximately $ 165.0 .

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

Unaudited Pro Forma Information for 2025 Acquisitions

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

Year Ended December 31,

Revenues $ 14,100.6 $ 13,213.1

Net earnings attributable to LHI $ 903.5 $ 782.5

During the year ended December 31, 2025, the Company exited an equity method investment for cash proceeds of $ 6.0 included within Proceeds from sale or distribution of equity affiliates or other investments in the Company’s Consolidated Statement of Cash Flows.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

The preliminary purchase considerations for these acquisitions were allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including approximately $ 440.3 in identifiable intangible assets.

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

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

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

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

2 unchanged sentences

Invitae Corp.

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

BioReference Health (2024) Other Acquisitions Closed During the Year Ended December 31, 2024

Measurement Period Adjustments Amounts Acquired During the Year Ended December 31, 2024

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

11 unchanged sentences

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

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

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

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

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

and other investors.

Unaudited Pro Forma Information for 2024 Acquisitions

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

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

Year Ended December 31,

1 unchanged sentence

Net earnings attributable to LHI $ 761.8 $ 423.3

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

for $ 13.5 and recorded a gain of $ 6.4 .

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

for cash proceeds of $ 13.5 included within Proceeds from sale of business in the Company’s Consolidated Statement of Cash Flows and recorded a gain of $ 6.4 included within Other, net in the Consolidated Statement of Operations.

LABCORP HOLDINGS INC.

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

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

Jefferson Health Enzo BioChem Providence Health and Services - Oregon Tufts Medicine Legacy Other Acquisitions Closed During the Year Ended December 31, 2023

Measurement Period Adjustments Amounts Acquired During the Year Ended December 31, 2023

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

13 unchanged sentences

Unaudited Pro Forma Information for 2023 Acquisitions

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

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

Year Ended December 31,

1 unchanged sentence

Earnings from continuing operations $ 397.2 $ 1,030.3

$ 397.2 $ 1,030.3

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

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

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

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

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

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

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

The areas of the purchase price allocation

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

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

Preliminary Personal Genome Diagnostics Inc.

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

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

Unbilled services 2.9 — — ( 3.2 ) ( 0.3 )

Inventories 2.5 24.6 — — 27.1

Prepaid expenses and other 1.2 0.4 0.3 — 1.9

Property, plant and equipment 9.9 43.5 0.1 — 53.5

Deferred income taxes 17.5 — — 15.2 32.7

Goodwill 346.8 125.0 126.7 ( 40.4 ) 558.1

Intangible assets 136.6 233.2 172.5 30.4 572.7

Other assets 12.5 — 2.3 ( 2.3 ) 12.5

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

Accounts payable 3.8 — — ( 0.1 ) 3.7

Accrued expenses and other 57.3 — 15.4 0.1 72.8

Unearned revenue 3.3 — — ( 2.6 ) 0.7

Lease liabilities — 2.9 — — 2.9

Other liabilities 14.6 — — — 14.6

Total liabilities acquired 79.0 2.9 15.4 ( 2.6 ) 94.7

Net assets acquired $ 455.0 $ 423.8 $ 285.2 $ — $ 1,164.0

Unaudited Pro Forma Information for 2022 Acquisitions

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

RESTRUCTURING AND OTHER CHARGES

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

The components of Restructuring and other charges were as follows:

Year Ended December 31,

Revenues $ 11,984.7 $ 13,325.7

Earnings from continuing operations

2025 2024 2023

RESTRUCTURING AND OTHER CHARGES

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

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

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

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

During 2023, the Company recorded net restructuring charges of $ 49.1 .

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

The charges were offset by the reversal of a previously established liability of $ 1.7 in unused severance and $ 4.9 in unused facility-related costs.

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

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

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following represents the Company’s restructuring activities:

Severance and other personnel costs $ 27.2 $ 43.0 $ 33.4

Facility-related costs 17.9 5.9 22.3

Contract termination costs

Long-lived asset impairment and other non-cash charges

Reversal of previously established restructuring accruals

( 33.1 ) ( 2.9 ) ( 6.6 )

Total Restructuring and other charges (1)

$ 127.2 $ 46.0 $ 49.1

(1) Includes $ 105.5 of costs and charges associated with the restructuring of ED for the year ended December 31, 2025, which mainly consisted of impairment charges related to property, plant, and equipment, intangible assets, and other assets of $ 61.4 , $ 16.0 , and $ 8.2 , respectively.

The activity within the restructuring liabilities established were as follows:

Severance and Other

Employee Costs Lease and Other

Facility Costs Total

Personnel Costs

Facility-related Costs

Contract Termination Costs

Liability balance at December 31, 2023 $ 7.6 $ 13.0 $ — $ 20.6

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Liability balance classified as non-current 12.0

Total liability balance as of December 31, 2024 $ 21.3

Total liability balance at December 31, 2025

The non-current portion of the restructuring liability balance is expected to be paid out over 2.5 years.

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

Leases have remaining lease terms of less than a year to 20 years, some of which include options to extend the leases for up to 20 years.

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

Leases have remaining lease terms of less than a year to approximately 20 years, some of which include options to extend the leases for up to an additional 20 years.

The components of lease expense were as follows:

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Finance lease cost:

Amortization of right-of-use assets $ 7.5 $ 7.1 $ 8.0

Amortization of ROU assets

$ 5.5 $ 7.5 $ 7.1

Interest on lease liabilities

Total finance lease cost

$ 9.1 $ 11.9 $ 11.9

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental cash flow information related to leases was as follows:

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Operating cash flows used from finance leases

$ ( 3.6 ) $ ( 4.4 ) $ ( 4.8 )

Financing cash flows used from finance leases

$ ( 8.8 ) $ ( 11.9 ) $ ( 12.6 )

ROU assets obtained in exchange for lease obligations:

Operating leases

$ 63.0 $ 226.8 $ 106.4

Finance leases

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

$ 0.2 $ 23.9 $ 2.3

Supplemental balance sheet information related to leases was as follows:

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Finance Leases:

Finance lease ROU assets (included in Other assets) $ 64.1 $ 69.5

Finance lease ROU assets (included in Other assets, net)

$ 52.8 $ 64.1

Short-term finance lease liabilities $ 4.6 $ 6.1

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Finance leases 5.1 % 5.2 %

Maturities of lease liabilities are as follows:

Maturities of lease liabilities were as follows:

December 31, 2025

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

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

The Company has variable lease payments that do not depend on a rate index, primarily for purchase volume commitments, which are recorded as variable cost when incurred.

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

Rent expense for short-term leases for the years ended December 31, 2025, 2024, and 2023 amounted to $ 37.7 , $ 31.1 , $ 31.9 , respectively.

The Company has variable lease payments that do not depend on a rate index, primarily for purchase

LABCORP HOLDINGS INC.

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

volume commitments, which are recorded as variable cost when incurred.

Total variable payments for the year ended December 31, 2025, 2024, and 2023 were $ 24.6 , $ 32.4 , and $ 32.7 , respectively.

PROPERTY, PLANT, AND EQUIPMENT, NET

8 unchanged sentences

Operating lease ROU assets 803.9 784.5

Total property, plant, and equipment

6,351.6 6,116.4

Less accumulated depreciation ( 3,270.1 ) ( 3,071.0 )

Total Property, plant, and equipment, net

$ 3,081.5 $ 3,045.4

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

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

Depreciation expense of property, plant, and equipment was $ 401.1 , $ 387.1 , and $ 361.1 for 2025, 2024, and 2023, respectively.

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:

December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Beginning Balance $ 5,102.5 $ 4,813.9 $ 1,267.2 $ 1,328.6 $ 6,369.7 $ 6,142.5

Goodwill acquired during the year 299.9 296.9 — — 299.9 296.9

Impairment — — — ( 333.6 ) — ( 333.6 )

Goodwill acquired, excluding measurement period adjustments

287.8 390.5 — — 287.8 390.5

Foreign currency impact and other adjustments to goodwill 44.5 ( 101.9 ) 87.5 ( 61.4 ) 132.0 ( 163.3 )

Ending Balance $ 5,434.8 $ 5,102.5 $ 1,354.7 $ 1,267.2 $ 6,789.5 $ 6,369.7

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

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

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

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

The components of identifiable intangible assets are as follows:

During 2025, the Company recorded $ 0.0 and $ 16.0 of goodwill and intangible assets impairment charges, respectively.

These intangible asset impairment charges are associated with the restructuring of ED and are reflected in Restructuring and other charges in the Consolidated Statements of Operations.

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

During 2023, the Company recorded goodwill and other asset impairment charges of $ 349.0 which was primarily comprised of goodwill impairment for the ED reporting unit and the impairment of a technology intangible asset, which are reflected in Goodwill and other asset impairments in the Consolidated Statements of Operations.

The cumulative goodwill impairment for the Company at December 31, 2025, and 2024 was $ 648.5 and primarily represents the goodwill of the Company’s ED reporting unit within the BLS segment.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The components of identifiable intangible assets were as follows:

Range of Useful Lives

4 unchanged sentences

Amortization Net

Definite-lived intangible assets:

Customer relationships 10 - 36 $ 4,525.3 $ ( 1,816.3 ) $ 2,709.0 $ 4,114.7 $ ( 1,540.7 ) $ 2,574.0

Patents, licenses, and technology 3 - 15 548.7 ( 337.5 ) 211.2 541.0 ( 298.3 ) 242.7

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

Non-compete agreements 3 - 5 213.5 ( 108.0 ) 105.5 180.2 ( 83.9 ) 96.3

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

Canadian licenses 451.6 — 451.6 498.8 — 498.8

Other 1 - 15 40.0 ( 28.9 ) 11.1 39.9 ( 21.5 ) 18.4

Total definite-lived intangible assets

$ 5,327.5 $ ( 2,290.7 ) $ 3,036.8 $ 4,875.8 $ ( 1,944.4 ) $ 2,931.4

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Amount Weighted-average

Amortization Period

Customer relationships $ 309.0 14.4

Non-compete agreements 55.5 5.0

Trade name 5.8 2.0

Technology 107.0 11.0

Indefinite-lived intangible assets:

Canadian and other licenses 559.2 N/A 559.2 557.5 N/A 557.5

Total intangible assets $ 5,886.7 $ ( 2,290.7 ) $ 3,596.0 $ 5,433.3 $ ( 1,944.4 ) $ 3,488.9

Amortization of intangible assets was $ 280.0 , $ 256.4 and $ 219.8 in 2025, 2024, and 2023, respectively.

4 unchanged sentences

Other 263.6 223.1

Total Accrued expenses and other

$ 847.8 $ 871.2

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Other 112.1 136.2

Total Other liabilities

$ 647.8 $ 517.4

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

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

3.60 % senior notes due 2025

$ — $ 1,000.0

1.55 % senior notes due 2026

3.25% senior note due 2024

Debt issuance costs ( 0.2 ) ( 0.1 )

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4.70 % senior notes due 2045

4.70% senior notes due 2045 900.0 900.0

Debt issuance costs ( 37.7 ) ( 42.3 )

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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.

Borrowings under the revolving credit facility bear interest at a floating rate equal to either (i) a SOFR-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.

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

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

There were no balances outstanding on the Company’s current revolving credit facility and $ 110.2 in outstanding letters of credit on the Company’s subfacility at December 31, 2025.

At December 31, 2025, the effective interest rate on the revolving credit facility was 4.73 %.

The credit facility expires on April 30, 2026.

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 December 31, 2024, and expects that it will remain in compliance with its existing debt covenants for the next twelve months.

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

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

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

The Company was in compliance with all covenants in its term loans, the revolving credit facility, and AR Facility at December 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 a $ 300.0 three-year accounts receivable securitization facility with PNC Bank, National Association (PNC) as administrative agent (AR Facility).

The AR Facility provides for purchases of accounts receivable by PNC in an amount of up to $ 300.0 through August of 2027, and may increase up to $ 700.0 , subject to the satisfaction of certain conditions.

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

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

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 Consolidated Financial Statements, it is a separate legal entity with separate creditors.

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

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

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

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

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

and (ii) MUFG Bank Ltd.

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

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

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.

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

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

During the year ended December 31, 2025, and 2024, the Company received loan proceeds of $ 225.0 and $ 300.0 , respectively under the AR Facility, which is included in cash from financing activities in the Consolidated Statements of Cash Flows.

On January 28, 2026, the Company further amended its AR Facility.

Among other things, this amendment extended the scheduled termination date to January 26, 2029 and permits the Company at its option to increase the facility limit from $ 700.0 to $ 825.0 at any time on or before May 29, 2026.

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

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

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

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

Other Information

Scheduled payments of long-term debt are as follows:

December 31, 2025

2025 $ 1,000.4

Thereafter 2,697.3

3 unchanged sentences

PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY

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

The Company is authorized to issue up to 265.0 shares of its 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 December 31, 2025, and 2024.

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

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

Year Ended December 31,

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Share Repurchase Program

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

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

During the twelve months ended December 31, 2025, the Company purchased 1.8 shares of its Common Stock at an average price of $ 254.17 for a total cost of $ 450.0 .

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

At December 31, 2025, the Company had outstanding authorization from its Board to purchase up to $ 830.4 maximum value of the Company’s Common Stock.

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

LLC and Morgan Stanley & Co.

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

The remaining repurchase authorization has no expiration date.

Under the ASR Agreements, the Company made an aggregate payment of $ 1,000.0 to the Financial Institutions and received an aggregate initial number of approximately 3.7 shares of Common Stock from the Financial Institutions, which were removed

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

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

LLC and Morgan Stanley & Co.

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

The remaining repurchase authorization has no expiration date.

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

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

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

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

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

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

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

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

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

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

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

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

Accumulated Other Comprehensive Earnings

The components of Accumulated other comprehensive earnings are as follows:

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

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

The Company started declaring quarterly cash dividends in the second quarter of 2022, with a total of $ 2.88 per share declared in 2025, 2024, and 2023.

On January 14, 2026 , the Company announced a cash dividend of $ 0.72 per share of Common Stock, or approximately $ 61.0 in the aggregate.

The dividend will be paid on March 12, 2026 , to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on February 27, 2026 .

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

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss were as follows:

Adjustments Net

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Balance at December 31, 2022

$ ( 462.3 ) $ ( 30.9 ) $ ( 493.2 )

Fortrea Holdings Inc.

spin-off 231.6 6.4 238.0

231.6 6.4 238.0

Current year adjustments

183.1 30.1 213.2

Pension settlement charge — ( 10.9 ) ( 10.9 )

Amounts reclassified from Accumulated other comprehensive earnings (a)

Amounts reclassified from accumulated other comprehensive earnings (1)

— ( 4.6 ) ( 4.6 )

Tax effect of adjustments

— ( 1.8 ) ( 1.8 )

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

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

Amounts reclassified from Accumulated other comprehensive earnings (a)

Amounts reclassified from Accumulated other comprehensive earnings (1)

Tax effect of adjustments — ( 5.9 ) ( 5.9 )

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

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

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

Year Ended December 31,

Current year adjustments 231.7 16.2 247.9

Pension settlement charge — ( 11.1 ) ( 11.1 )

Amounts reclassified from Accumulated other comprehensive earnings (1)

— ( 1.9 ) ( 1.9 )

Domestic $ 629.7 $ 504.0 $ 1,097.9

Foreign 329.8 64.9 139.5

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

Tax effect of adjustments — ( 0.9 ) ( 0.9 )

Balance at December 31, 2025 $ ( 33.0 ) $ 5.4 $ ( 27.6 )

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

LABCORP HOLDINGS INC.

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

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

Year Ended December 31,

2025 2024 2023

Domestic $ 728.9 $ 629.7 $ 504.0

Foreign 378.6 329.8 64.9

Total Earnings from continuing operations before income taxes

$ 1,107.5 $ 959.5 $ 568.9

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

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$ 132.2 $ 232.5 $ 266.6

Deferred tax (benefit) expense:

Deferred tax expense (benefit):

Federal $ 83.1 $ ( 6.3 ) $ ( 63.1 )

2 unchanged sentences

97.6 ( 20.1 ) ( 78.1 )

Total income tax expense $ 212.4 $ 188.5 $ 233.9

Total Provision for income taxes

$ 229.8 $ 212.4 $ 188.5

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The effective tax rates on earnings before income taxes are reconciled to statutory U.S.

2 unchanged sentences

2025 2024 2023

Amount % Amount % Amount %

Statutory U.S.

rate 21.0 % 21.0 % 21.0 %

State and local income taxes, net of U.S.

federal income tax effect 2.8 4.0 4.2

Foreign earnings taxed at lower rates than the statutory U.S.

rate ( 1.7 ) ( 2.2 ) ( 0.7 )

Tax credits ( 2.5 ) ( 3.8 ) ( 5.4 )

Impairment of assets — 10.8 3.7

Limitation of officer compensation 0.7 1.7 1.2

$ 232.6 21.0 % $ 201.5 21.0 % $ 119.5 21.0 %

State and local income taxes, net of federal income tax effects (1)

24.3 2.2 % 23.4 2.4 % 2.7 0.5 %

Foreign tax effects:

Deferred tax adjustments

0.4 — % 0.5 0.1 % 9.9 1.7 %

Other 1.1 0.1 % ( 2.5 ) ( 0.3 ) % 3.3 0.6 %

Deferred tax adjustments

( 0.2 ) — % ( 0.2 ) — % ( 6.8 ) ( 1.2 ) %

Other 1.1 0.1 % 1.1 0.1 % 5.8 1.0 %

United Kingdom:

Goodwill impairment

— — % — — % 39.1 6.9 %

Deferred tax adjustments

0.3 — % — — % 12.9 2.3 %

Other ( 0.3 ) — % ( 0.4 ) — % 5.1 0.8 %

Foreign rate differential

( 16.9 ) ( 1.5 ) % ( 16.0 ) ( 1.7 ) % ( 16.1 ) ( 2.8 ) %

Other 2.7 0.2 % 3.8 0.4 % 0.6 0.1 %

Other foreign jurisdictions

( 0.4 ) — % ( 0.3 ) — % 1.0 0.2 %

Enactment of new tax laws

— — % — — % — — %

Effect of cross-border tax laws:

Other 3.0 0.3 % 4.5 0.5 % 2.1 0.4 %

R&D tax credits

( 16.2 ) ( 1.5 ) % ( 18.0 ) ( 1.9 ) % ( 13.2 ) ( 2.3 ) %

Other ( 1.1 ) ( 0.1 ) % ( 0.7 ) ( 0.1 ) % ( 1.3 ) ( 0.2 ) %

Valuation allowances

0.5 — % ( 1.4 ) ( 0.1 ) % — — %

Nontaxable or nondeductible items:

Goodwill impairment

— — % — — % 18.1 3.2 %

Officer compensation

8.3 0.7 % 6.9 0.7 % 9.9 1.7 %

Worthless stock loss

— — % — — % ( 14.8 ) ( 2.6 ) %

Other 5.3 0.5 % 7.5 0.8 % 5.7 1.0 %

Changes in unrecognized tax benefits

( 8.3 ) ( 0.7 ) % 1.9 0.2 % ( 1.0 ) ( 0.2 ) %

Other adjustments:

Deferred tax adjustments

Remeasurement of deferred taxes 1.3 ( 1.1 ) ( 0.1 )

Change in valuation allowance ( 2.4 ) ( 1.6 ) 0.2

0.1 — % 3.2 0.3 % 6.4 1.1 %

Other ( 6.5 ) ( 0.6 ) % ( 2.4 ) ( 0.3 ) % ( 0.4 ) ( 0.1 ) %

Effective rate 22.1 % 33.1 % 18.9 %

Effective tax rate

$ 229.8 20.7 % $ 212.4 22.1 % $ 188.5 33.1 %

(1) State taxes in California, New Jersey, and New York contributed to the majority of the tax effect in this category

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Deferred tax assets:

Accounts receivable $ 33.7 $ 27.9

Derivative instruments

$ 69.7 $ 36.5

Employee compensation and benefits 69.0 70.8

Operating lease liability 198.0 199.3

Acquisition and restructuring reserves 8.9 9.2

Capitalized research and design costs 194.7 142.9

Credit carryforwards

Capitalized R&D costs

Tax loss carryforwards 226.4 224.0

10 unchanged sentences

Net deferred tax liabilities $ ( 430.8 ) $ ( 344.9 )

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The table below provides a rollforward of the valuation allowance:

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The Company has U.S.

federal tax loss carryforwards of approximately $ 103.0 , which expire periodically through 2037, as well as post-2017 carryforwards of $ 162.5 that are limited to 80 % of taxable income and have an indefinite carryforward period.

The utilization of tax loss carryforwards is limited due to change of ownership rules;

however, at this time, the Company expects to fully utilize substantially all U.S.

federal tax loss carryforwards with the exception of approximately $ 1.9 for which a full valuation allowance has been provided.

federal tax loss carryforwards of approximately $ 88.6 , which expire periodically through 2037, as well as post-2017 carryforwards of $ 148.7 , which have indefinite carryforwards.

The Company has U.S.

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

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

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

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

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

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

net operating losses due to corporate reorganizations.

state tax loss carryforwards of $ 660.7 , a portion of which expire annually.

In addition to federal and state net operating losses, the Company has a federal capital loss carryforward of $ 12.0 , which expires in 2030.

Credit carryforwards for federal and state income tax purposes are $ 45.2 , the majority of which have indefinite carryforwards.

The Company has foreign tax loss carryforwards of $ 112.4 , the majority of which have indefinite carryforwards, as well as foreign tax loss carryforwards of $ 444.9 , which expire periodically through 2041.

In addition to the foreign net operating losses, the Company has foreign capital loss carryforwards of $ 30.5 , which have indefinite carryforwards.

Deferred tax assets associated with loss and credit carryforwards of $ 271.6 have been reduced by valuation allowances of $ 128.1 .

The valuation allowance increased from $ 127.2 in 2024 to $ 128.1 in 2025 primarily due to the establishment of valuation allowances on certain federal and foreign capital losses which were partially offset by decreases in valuation allowances on certain state and foreign net operating losses.

Unrecognized income tax benefits were $ 24.5 and $ 32.2 at December 31, 2025, and 2024, respectively.

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

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

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

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During the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 0.0 , $ 0.1 and $ 0.0 , respectively, in interest and penalties expense, which was offset by a benefit from reversing previous accruals for interest and penalties of $ 0.2 , $ 0.0 and $ 1.8 , respectively.

LABCORP HOLDINGS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As a result of the Tax Cuts and Jobs Act (TCJA), the Company was effectively taxed on all of its previously unremitted foreign earnings.

The TCJA also enacts a territorial tax system that allows, for the most part, tax-free repatriation of foreign earnings.

The Company still considers the earnings of its foreign subsidiaries to be permanently reinvested, but, if repatriation were to occur, the Company would be required to accrue U.S.

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

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

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

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

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Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Company operates are above 15 %.

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

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

We expect to qualify for the transitional safe harbor relief in all significant jurisdictions and have not provisioned for any incremental income tax expense attributable to Pillar Two.

STOCK COMPENSATION PLANS

Stock Incentive Plans

In 2016, the shareholders approved the Labcorp Holdings Inc.

In May 2025, the shareholders approved the Labcorp Holdings Inc.

2025 Omnibus Incentive Plan (the 2025 Plan).

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

Under the 2025 Plan, at December 31, 2025, there were 3.1 shares authorized for future issuance and 3.0 shares available for future grant.

With the adoption of the 2025 Plan, there are no shares authorized for future issuance or future grant under the previous Labcorp Holdings Inc.

Amended and Restated 2016 Omnibus Incentive Plan.

Stock Options

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Granted 0.1 $ 245.14

Exercised ( 0.1 ) $ 182.68

Canceled — $ 230.58

Outstanding at December 31, 2025 0.7 $ 187.16 4.9 $ 43.7

Exercisable at December 31, 2025 0.5 $ 174.47 3.9 $ 41.1

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

4 unchanged sentences

Aggregate intrinsic value $ 1.4 $ 1.6 $ 0.7

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

12 unchanged sentences

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

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

For 2025, 2024, and 2023, expense related to the Company’s stock option plan totaled $ 5.9 , $ 5.2 , and $ 3.8 , respectively.

Restricted Stock, Restricted Stock Units and Performance Shares

16 unchanged sentences

Unrecognized Compensation Cost

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

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

Employee Stock Purchase Plan

Under the 2016 Employee Stock Purchase Plan, the Company is authorized to issue 1.8 shares of Common Stock.

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

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

At December 31, 2025, there was $ 106.2 of total unrecognized compensation cost related to non-vested stock options, restricted stock, restricted stock unit, and performance share-based compensation arrangements granted under the Company’s

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

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

stock incentive plans.

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

Employee Stock Purchase Plan

In May 2025, the shareholders approved the Labcorp Holdings Inc.

2025 Employee Stock Purchase Plan (the ESPP Plan), which replaced the 2016 Employee Stock Purchase Plan.

Under the ESPP Plan, the Company is authorized to issue 2.5 shares of Common Stock.

The ESPP Plan permits substantially all U.S., Canada, and U.K.

employees to purchase a limited number of shares of Company stock at 85 % of market value.

The Company issues Common Stock to participating employees semi-annually in January and July of each year.

Approximately 0.3 shares were purchased by eligible employees in 2025, 2024, and 2023.

For 2025, 2024, and 2023, expense related to the Company’s employee stock purchase plans were $ 15.1 , $ 14.9 , and $ 13.8 , respectively.

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

8 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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

The Company has a noncancelable contract with a vendor to purchase inventory supplies pursuant to which the Company is obligated to make expected total future minimum payments of $ 129.2 , including $ 34.7 in 2026, $ 20.5 in 2027, and $ 74.0 in 2028.

Legal Contingencies

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

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

8 unchanged sentences

Such claims are an inevitable part of doing business in the healthcare field today.

The Company believes that it is in compliance in all material respects with all statutes, regulations, and other requirements applicable to its commercial laboratory operations and biopharma laboratory services.

These industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations.

The healthcare diagnostics and drug development industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations.

Therefore, the applicable statutes and regulations could be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that would adversely affect the Company.

1 unchanged sentence

Many of the current claims and legal actions against the Company are in preliminary stages, and many of these cases seek an indeterminate amount of damages.

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

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

The Company records an aggregate legal reserve, which is determined using calculations

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

based on historical loss rates and assessment of trends experienced in settlements and defense costs.

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

If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued.

If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.

When loss contingencies are not both probable and reasonably estimable, the Company does not establish separate reserves.

The Company is unable to estimate a range of reasonably probable loss for the proceedings described in more detail below in which damages either have not been specified or, in the Company’s judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages, (ii) there is uncertainty as to the outcome of pending appeals or motions, (iii) there are significant factual issues to be resolved, and/or (iv) there are novel legal issues to be presented.

The Company is unable to estimate a range of reasonably possible loss for the proceedings described in more detail below in which damages either have not been specified or, in the Company’s judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages, (ii) there is uncertainty as to the outcome of pending appeals or motions, (iii) there are significant factual issues to be resolved, and/or (iv) there are novel legal issues to be presented.

For these proceedings, however, the Company does not believe, based on currently available information, that the adverse outcomes are probable and reasonably estimable, and it does not believe they will have a material adverse effect on the Company’s financial statements.

2 unchanged sentences

The Company cooperated with this request.

On October 5, 2018, the

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid.

On October 5, 2018, the Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid.

The Company cooperated with this request.

1 unchanged sentence

On April 14, 2021, the Petition was unsealed.

The Petition alleges that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations, and that the Company offered remuneration to Texas health care providers in the form of discounted pricing for certain laboratory testing services in exchange for the providers’ referral of Texas Medicaid business to the Company.

The Petition alleges that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations, and that the Company offered remuneration to Texas healthcare providers in the form of discounted pricing for certain laboratory testing services in exchange for the providers’ referral of Texas Medicaid business to the Company.

The Petition seeks actual and double damages and civil penalties, as well as recovery of costs, attorney’s fees, and legal expenses.

2 unchanged sentences

Plaintiffs filed a Notice of Appeal with respect to the court’s order granting the Company’s Motion for Partial Summary Judgment, referenced above.

On December 31, 2024, the Texas Court of Appeals issued a decision reversing the District Court’s order granting the Company’s Motion for Partial Summary Judgement.

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 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.

On January 16, 2026, the Texas Supreme Court granted the Petition for Review.

The Company will vigorously defend the lawsuit.

On August 31, 2015, the Company was served with a putative class action lawsuit, Patty Davis v.

Laboratory Corporation of America, et al.

, filed in the Circuit Court of the Thirteenth Judicial Circuit for Hillsborough County, Florida.

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

The lawsuit seeks injunctive relief and actual and statutory damages, as well as recovery of attorney’s fees and legal expenses.

In April 2017, the Circuit Court granted the Company’s Motion for Judgment on the Pleadings.

The Plaintiff appealed the Circuit Court’s ruling to the Florida Second District Court of Appeal.

On October 16, 2019, the Florida Second District Court of Appeal reversed the Circuit Court’s dismissal, but certified a controlling issue of Florida law to the Florida Supreme Court.

On February 17, 2020, the Florida Supreme Court accepted jurisdiction of the lawsuit.

The court held oral arguments on December 9, 2020.

On May 26, 2022, the Florida Supreme Court issued an opinion approving the result of the Florida Second District Court of Appeal in favor of the Plaintiff.

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

That settlement is awaiting preliminary approval by the court.

On December 29, 2021, the Company was served with a putative class action lawsuit, Nathaniel J.

Nolan, et al.

Laboratory Corporation of America Holdings , filed in the U.S.

District Court for the Middle District of North Carolina.

The complaint alleges that the Company’s patient acknowledgement of estimated financial responsibility form is misleading.

The lawsuit seeks a declaratory judgment under the consumer protection laws of Nevada and Florida that the form is materially misleading and deceptive, an injunction barring the use of the form, damages on behalf of an alleged class, and attorney’s fees and expenses.

On February 28, 2022, the Company filed a Motion to Dismiss all claims.

On February 13, 2023, the court entered an order granting the Company’s Motion to Dismiss.

On March 13, 2023, Plaintiffs filed a Notice of Appeal.

On April 10, 2024, the U.S.

Court of Appeals for the Fourth Circuit issued an order affirming in part, reversing in part, and remanding the case to the District Court for further proceedings.

In October 2024, the claims were resolved pursuant to a settlement.

On April 1, 2019, Covance Research Products was served with a Grand Jury Subpoena issued by the Department of Justice (DOJ) in Miami, Florida requiring the production of documents related to the importation into the United States of live non-human primate shipments originating from or transiting through China, Cambodia, and/or Vietnam from April 1, 2014 through March 28, 2019.

The Company is cooperating with the DOJ.

On May 14, 2019, Retrieval-Masters Creditors Bureau, Inc.

d/b/a American Medical Collection Agency (AMCA), an external collection agency, notified the Company about a security incident AMCA experienced that may have involved certain personal information about some of the Company’s patients (the AMCA Incident).

d/b/a AMCA, an external collection agency, notified the Company about a security incident AMCA experienced that may have involved certain personal information about some of the Company’s patients (the AMCA Incident).

The Company referred patient balances to AMCA only when direct collection efforts were unsuccessful.

5 unchanged sentences

No ordered tests, laboratory test results, or diagnostic information from the Company were in the AMCA affected system.

The Company notified

LABCORP HOLDINGS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

individuals for whom it had a valid mailing address.

The Company notified individuals for whom it had a valid mailing address.

For the individuals whose Social Security Number was affected, the notice included an offer to enroll in credit monitoring and identity protection services that was provided free of charge for 24 months.

1 unchanged sentence

District Courts.

Numerous similar lawsuits have been filed against other health care providers who used AMCA.

Numerous similar lawsuits have been filed against other healthcare providers who used AMCA.

These lawsuits were consolidated into a multidistrict litigation in the District of New Jersey.

1 unchanged sentence

District Court of New Jersey.

The consolidated Complaint generally alleged that the Company did not adequately protect its patients’ data and failed to timely notify those patients of the AMCA Incident.

The consolidated Complaint generally alleged

LABCORP HOLDINGS INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

that the Company did not adequately protect its patients’ data and failed to timely notify those patients of the AMCA Incident.

The Complaint asserted various causes of action, including but not limited to negligence, breach of implied contract, unjust enrichment, and the violation of state data protection statutes.

6 unchanged sentences

On November 1, 2024, Plaintiffs served their motion for class certification.

The Company will vigorously defend the remaining claims in the multi-district litigation.

On November 25, 2025, the parties reached a term sheet and are in the process of drafting a formal settlement agreement, which will be subject to court approval.

The Company was served with a shareholder derivative lawsuit, Raymond Eugenio, Derivatively on Behalf of Nominal Defendant, Laboratory Corporation of America Holdings v.

9 unchanged sentences

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

The Company received a request for information from the Office for Civil Rights (OCR) of the Department of Health and Human Services.

The Company received a request for information from the OCR of the Department of Health and Human Services.

On April 28, 2020, OCR notified the Company of the closure of its inquiry.

3 unchanged sentences

District Court for the Central District of California.

The lawsuit alleges that visually impaired patients are unable to use the Company’s touchscreen kiosks at Company patient service centers in violation of the Americans with Disabilities Act and similar California statutes.

The lawsuit alleges that visually impaired patients are unable to use the Company’s touchscreen kiosks at Company PSCs in violation of the Americans with Disabilities Act and similar California statutes.

The lawsuit seeks statutory damages, injunctive relief, and attorney’s fees and costs.

9 unchanged sentences

On April 18, 2024, the Ninth Circuit denied the Petition for Rehearing En Banc.

On September 13, 2024, the Company filed a petition for Writ of Certiorari with the United States Supreme Court.

On January 24, 2025, the United States Supreme Court granted the Company’s Petition for Writ of Certiorari limited to the following question:

Whether a federal court may certify a class action pursuant to Federal Rule of Civil Procedure 23(b)(3) when some members of the proposed class lack any Article III injury.

On September 13, 2024, the Company filed a Petition for Writ of Certiorari with the U.S.

Supreme Court, which was granted on January 24, 2025, and then dismissed on June 5, 2025.

The Company will vigorously defend the lawsuit.

6 unchanged sentences

Plaintiff filed post-trial motions seeking enhanced damages of up to $ 817.0 based on the finding of willfulness, as well as attorney’s fees and costs.

On May 12, 2023,

On May 12, 2023, the court issued an order granting Plaintiff’s motion in part and awarding enhanced damages of $ 100.0 .

On January 23, 2025, the court issued an order awarding Plaintiff post-verdict supplemental damages of $ 2.6 , an ongoing royalty of one hundred dollars and 00/100 cents per test through the life of the patent at issue, pre- and post-judgment interest, and other relief.

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

LABCORP HOLDINGS INC.

2 unchanged sentences

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

the court issued an order granting Plaintiff’s motion in part and awarding enhanced damages of $ 100.0 .

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

The Company strongly disagrees with the verdict, based on a number of legal factors, and will vigorously defend the lawsuit through the appeal process.

On June 4, 2021, the Company also instituted proceedings before the Patent Trial and Appeal Board of the U.S.

Patent and Trademark Office challenging the validity of the Ravgen patent at issue in the trial.

In November 2022, the Patent Trial and Appeal Board issued a decision upholding the validity of the Ravgen patent, and that decision was upheld on appeal before the United States Court of Appeals for the Federal Circuit in January 2025.

On May 14, 2020, the Company was served with a putative class action lawsuit, Jose Bermejo v.

Laboratory Corporation of America (Bermejo I) filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain non-exempt California-based employees were not properly compensated for driving time or properly paid wages upon termination of employment.

The Plaintiff asserts these actions violate various California Labor Code provisions and Section 17200 of the Business and Professional Code.

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

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

District Court for the Central District of California.

On June 16, 2020, the Company was served with a Private Attorney General Act lawsuit by the same plaintiff in Jose Bermejo v.

Laboratory Corporation of America (Bermejo II), filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain Company practices violated California Labor Code penalty provisions related to unpaid and minimum wages, unpaid overtime, unpaid meal and rest break premiums, untimely payment of wages following separation of employment, failure to maintain accurate pay records, and non-reimbursement of business expenses.

The second lawsuit seeks to recover civil penalties and recovery of attorney’s fees and costs.

On October 28, 2020, the court issued an order staying proceedings in Bermejo II pending resolution of Bermejo I .

The second lawsuit seeks to recover civil penalties and recovery of attorney’s fees and costs.

On February 24, 2022, the parties entered into a Memorandum of Understanding of the terms of a settlement of the Bermejo I and Bermejo II lawsuits.

The court granted preliminary approval of the parties’ settlement agreement of the Bermejo I lawsuit on March 17, 2023, and of the Bermejo II lawsuit on November 29, 2023.

The settlement funds for the Bermejo I and Bermejo II settlements have been transferred to a claims administrator for processing.

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

On November 23, 2021, the Company was served with a single plaintiff Private Attorney General Act lawsuit, Poole v.

Laboratory Corporation of America , filed in the Superior Court of California, County of Kern, alleging various violations of the California Labor Code, including that Plaintiff was not properly paid wages owed, not properly paid meal and rest break premiums, not reimbursed for certain business related expenses, and other allegations including the untimely payment of wages and receipt of inaccurate wage statements.

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

The case was removed to the U.S.

District Court for the Eastern District of California.

The parties entered into a settlement agreement in January 2025 and will seek dismissal of the action.

On June 7, 2023, the Company was served with a putative class action lawsuit, Connie Howard, Yadira Yazmin Hernandez, and Deborah Reynolds, et al.

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On October 11, 2023, the Company filed a Motion to Dismiss the Amended Complaint.

On September 27, 2024, the Court denied the Motion to Dismiss the Amended Complaint.

The Company will vigorously defend the lawsuit.

On August 14, 2020, the Company was served with a Subpoena Duces Tecum issued by the State of Colorado Office of the Attorney General requiring the production of documents related to urine drug testing in all states.

The Company has responded to this request.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

On February 7, 2022, the Company was served with a Subpoena Duces Tecum issued by the DOJ in Camden, New Jersey requiring the production of documents related to non-invasive prenatal screening tests.

The Company responded to the DOJ.

On January 16, 2026, the parties reached a settlement in principle, which is subject to the execution of a settlement agreement and court approval.

If approved, the settlement will resolve the lawsuit.

On June 27, 2022, the Company was served with a Subpoena Duces Tecum issued by the DOJ in Boston, Massachusetts requiring the production of documents related to urine drug testing.

The Company is cooperating with the DOJ.

In April 2023, the Company received Civil Investigative Demands issued by the DOJ in Washington, D.C.

requiring the production of information related to the Medicare billing rule regarding reimbursement for laboratory testing performed for hospital patients.

The Company cooperated with the DOJ and entered into an agreement dated September 26, 2024, to resolve the matter .

On February 13, 2024, a putative class action lawsuit, Michael Wiggins and Teri Stevens v.

Laboratory Corporation of America Holdings , was filed in the U.S.

District Court for the Eastern District of Pennsylvania, alleging that the Company’s website includes a computer code created by Google that sent information to Google related to Plaintiffs and their online activities.

Plaintiffs assert statutory and common law claims against the Company and seek to represent a class of all persons whose protected health information was allegedly shared with Google from the Company’s website before March 8, 2023.

Plaintiffs seek an injunction, damages, attorneys’ fees, and costs.

On April 12, 2024, the Company filed a Motion to Compel Arbitration and Stay Proceedings.

On October 11, 2024, the court granted the Motion to Compel Arbitration and Stay Proceedings.

In December 2024, the claims were resolved pursuant to a settlement.

There are various other pending legal proceedings involving the Company including, but not limited to, additional employment-related lawsuits, professional liability lawsuits, and commercial lawsuits.

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The Company sponsors both funded and unfunded defined benefit pension plans which provide benefits based on various criteria such as years of service and salary.

The Company maintained two plans in the United States, two plans in the United Kingdom and one in Germany.

The two plans in the United States (U.S.

The Company maintained two plans in the U.S., two plans in the U.K., and one in Germany.

The two plans in the U.S.

Plans) were closed to new entrants and the accrual of service credits at the end of 2009.

The United Kingdom (UK) pension plan was closed to new entrants and the accrual of service credits for one plan as of December 31, 2002, and the accrual of service credits for the other plan as of December 31, 2019.

pension plan was closed to new entrants and the accrual of service credits for one plan as of December 31, 2002, and the accrual of service credits for the other plan as of December 31, 2019.

The German plan was closed to new entrants on December 31, 2009, but participants continue to accrue service credits.

The UK and German plans are aggregated for disclosure as the Non-U.S.

and German plans are aggregated for disclosure as the Non-U.S.

LABCORP HOLDINGS INC.

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2025 2024 2023 2025 2024 2023

Service cost for benefits earned $ 3.7 $ 3.9 $ 2.8 $ 1.5 $ 1.4 $ 2.4

Interest cost on benefit obligation 11.1 12.3 9.1 14.7 15.2 9.1

$ 2.6 $ 3.7 $ 3.9 $ 1.5 $ 1.5 $ 1.4

Interest cost

11.2 11.1 12.3 15.9 14.7 15.2

Expected return on plan assets ( 11.0 ) ( 11.0 ) ( 11.6 ) ( 17.8 ) ( 16.0 ) ( 16.7 )

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Settlements 11.1 — 10.9 — — —

Defined-benefit plan costs $ 7.1 $ 20.0 $ 7.7 $ 0.7 $ — $ ( 4.6 )

Defined-benefit plan costs (benefits)

$ 16.1 $ 7.1 $ 20.0 $ ( 0.2 ) $ 0.7 $ —

Service costs are the only component of net periodic benefit costs recorded within Operating income in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2023, the Company recognized a partial plan settlement charge of $ 10.9 as a component of Other, net in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2025, and 2023, the Company recognized a partial plan settlement charge of $ 11.1 and $ 10.9 , respectively, as a component of Other, net in the Company’s Consolidated Statements of Operations.

The amounts recognized in Accumulated other comprehensive loss in the Company’s Consolidated Balance Sheets are as follows:

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Net actuarial loss in accumulated other comprehensive earnings

$ 26.0 $ 30.7 $ 13.7 $ 12.8

Change in Projected Benefit Obligation

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Interest cost 11.2 11.1 15.9 14.7

Actuarial (gain) loss ( 10.6 ) 11.7 ( 43.1 ) 7.0

Actuarial loss (gain)

13.0 ( 10.6 ) ( 9.0 ) ( 43.1 )

Benefits and administrative expenses paid ( 9.9 ) ( 22.7 ) ( 17.1 ) ( 14.4 )

( 56.1 ) — — —

Foreign currency exchange rate changes — — 24.3 ( 6.4 )

Ending balance $ 174.2 $ 213.4 $ 313.6 $ 298.0

The accumulated benefit obligation at December 31, 2024, and 2023 was $ 213.4 and $ 231.9 , respectively for the U.S.

Plans and $ 298.0 and $ 345.7 , respectively for the Non-U.S.

Change in Fair Value of Plan Assets

8 unchanged sentences

Foreign currency exchange rate changes — — 23.3 ( 5.2 )

( 56.1 ) — — —

Ending balance $ 151.0 $ 199.0 $ 323.9 $ 303.7

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International equity index funds — 8.9 8.9

Real estate — 3.8 3.8

Real estate index fund

General bond index funds — 116.1 116.1

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Total fair value $ 49.9 $ 253.8 $ 303.7

The fair market value of index funds and pooled investment funds are valued using the net asset value (NAV) unit price provided by the fund administrator.

The fair market value of index funds and pooled investment funds are valued using the NAV unit price provided by the fund administrator.

The NAV is based on the value of the underlying assets owned by the fund.

1 unchanged sentence

Fair Value Measurement of Level 3 Pension Assets Annuities

Balance at January 1, 2023 $ 50.1

Balance at December 31, 2023

Actual return on plan assets ( 7.0 )

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Pension Funding and Cash Flows

The Company expects to make approximately $ 18.6 in required contributions to its defined benefit pension plans during 2025.

The Company expects to make approximately $ 8.4 required contributions to its defined benefit pension plans during 2026.

The Company targets funding the minimum required contributions but may make additional contributions into the pension plans in 2026, depending upon factors such as how the funded status of those plans change or to reduce the administrative costs of the plan.

12 unchanged sentences

This plan is funded on a pay-as-you-go basis and the cost of providing these benefits is shared with the retirees.

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Post-retirement Medical Plan

3 unchanged sentences

The effect on operations of the post-retirement medical plan is shown in the following table:

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Year Ended December 31,

2 unchanged sentences

Net amortization and deferral ( 0.3 ) ( 0.2 ) —

Post-retirement medical plan costs $ — $ 0.2 $ 0.3

Post-retirement medical plan (benefits) costs

$ ( 0.1 ) $ — $ 0.2

For the year ended December 31, 2025, and 2024, amounts included in Accumulated other comprehensive loss in the Company’s Consolidated Balance Sheets consist of unamortized net income of $ 0.5 and $ 0.8 , respectively.

3 unchanged sentences

Interest cost on benefit obligation 0.2 0.2

Actuarial loss ( 0.2 ) ( 0.2 )

Actuarial loss (gain)

Benefits paid ( 0.6 ) ( 0.4 )

8 unchanged sentences

Deferred Compensation Plan

The Company has Deferred Compensation Plans (DCP) under which certain of its executives may elect to defer up to 100.0 % of their annual cash incentive pay and/or up to 50.0 % of their annual base salary and/or eligible commissions subject to annual limits established by the U.S.

The Company has a DCP under which certain of its executives may elect to defer up to 100.0 % of their annual cash incentive pay and/or up to 50.0 % of their annual base salary and/or eligible commissions subject to annual limits established by the U.S.

The DCP provides executives a tax efficient strategy for retirement savings and capital accumulation without significant cost to the Company.

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The Company’s population of financial assets and liabilities subject to fair value measurements were as follows:

Fair Value Measurements at

Fair Value Measurements

December 31, 2025

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Noncontrolling interest put Noncontrolling interest $ 16.9 $ — $ 16.9 $ —

Cross currency swaps Accrued expenses and other/Other liabilities $ 142.7 $ — $ 142.7 $ —

Cross currency swaps Other liabilities $ 274.0 $ — $ 274.0 $ —

Interest rate swaps Other liabilities $ 52.7 $ — $ 52.7 $ —

3 unchanged sentences

Contingent consideration Accrued expenses and other/Other liabilities $ 50.0 $ — $ — $ 50.0

Fair Value Measurements at

Fair Value Measurements

December 31, 2024

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Noncontrolling interest put Noncontrolling interest $ 14.3 $ — $ 14.3 $ —

Cross currency swaps Accrued expenses and other/Other liabilities $ 109.0 $ — $ 109.0 $ —

Cross currency swaps Other liabilities $ 142.7 $ — $ 142.7 $ —

Interest rate swaps Other liabilities $ 76.8 $ — $ 76.8 $ —

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Fair Value Measurement of Level 3 Liabilities Contingent Consideration

Balance at January 1, 2023 $ 77.4

Balance at December 31, 2023

Cash payments and adjustments ( 55.3 )

1 unchanged sentence

Cash payments and adjustments ( 4.6 )

Additions from business acquisitions 43.8

Balance at December 31, 2025 $ 50.0

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

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

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

During the year ended December 31, 2024, the carrying value of the noncontrolling interest put increased by $ 0.5 for foreign currency translation.

The fair values of derivative financial instruments have been determined based on market value equivalents at the balance sheet date, taking into account the current interest rate environment and therefore were classified as Level 2 measurements in the fair value hierarchy.

The Company offers certain employees the opportunity to participate in a DCP.

The Company offers certain employees the opportunity to participate in an employee funded DCP.

A participant’s deferrals are allocated by the participant to one or more of multiple measurement funds, which are indexed to externally managed funds.

From time to time, to offset the cost of the growth in the participant’s investment accounts, the Company purchases life insurance policies, with the Company named as beneficiary of the policies.

Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments, which are typically invested in a similar manner to the participants’ allocations.

Changes in the fair value of the DCP obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units.

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

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

LABCORP HOLDINGS INC.

2 unchanged sentences

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

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

These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary.

assessed fair value and adjusted if necessary.

The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount periods and rates.

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DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Interest Rate Swap

During the second quarter of 2021, the Company entered into fixed-to-variable interest rate swap agreements for its 2.70 % senior notes due 2031 with an aggregate notional amount of $ 500.0 and variable interest rates based on three-month Secured Overnight Financing Rate (SOFR), which changed from London Interbank Offered Rate (LIBOR) to SOFR during 2023, plus 1.0706 %.

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 currently based on the three-month SOFR, plus 1.7060 %.

These agreements were designated as hedges against changes in the fair value of a portion of the Company’s long-term debt.

Cross Currency Swaps

During the fourth quarter of 2018, the Company entered into U.S.

Dollar (USD) to Swiss Franc cross-currency swap agreements with an aggregate notional value of $ 600.0 .

During the second quarter of 2022, the Company terminated $ 300.0 of those cross-currency swap agreements and entered into new USD to Swiss Franc cross-currency swap agreements with an aggregate notional value of $ 300.0 .

The initial cross-currency swap matures in 2025 and the cross currency swap entered into in 2022 matures in 2024.

These instruments are designated as a hedge against the impact of foreign exchange movements on its net investment in a Swiss subsidiary.

During the first quarter of 2024, the Company terminated its 2024 and 2025 USD to Swiss Franc cross currency swaps and entered into two new swaps, each with a notional value of $ 300.0 , and maturity dates of 2031 and 2034, respectively.

During the third quarter of 2024, the Company entered into five new USD to Swiss Franc cross currency swaps, with an aggregate notional value of $ 600.0 , of which $ 300.0 matures in 2029 and $ 300.0 matures in 2034.

The table below presents the fair value of derivatives and the balance sheet classification of those instruments:

December 31, 2024 December 31, 2023

Fair Value of Derivative Fair Value of Derivative

Consolidated Balance Sheets Caption

Asset Liability U.S.

Dollar Notional Asset Liability U.S.

Dollar Notional

Interest rate swap Other liabilities $ — $ 76.8 $ 500.0 $ — $ 69.6 $ 500.0

Cross currency swaps Accrued expenses and other/Other liabilities $ — $ 142.7 $ 1,200.0 $ — $ 109.0 $ 600.0

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

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

Amounts included in other comprehensive income

Amounts reclassified to the Consolidated Statement of Operations

Year Ended December 31, Year Ended December 31,

Year Ended December 31,

2025 2024 2023

Cross currency swaps $ ( 131.3 ) $ ( 33.7 ) $ ( 63.3 )

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

SUPPLEMENTAL CASH FLOW INFORMATION

1 unchanged sentence

2025 2024 2023

Supplemental schedule of cash flow information:

Cash paid during period for:

Interest $ 209.2 $ 221.5 $ 196.7

Cash paid during the period for:

$ 217.7 $ 209.2 $ 221.5

Income taxes, net of refunds:

$ 84.2 $ 135.7 $ 154.6

15.1 43.1 15.8

28.1 21.7 21.1

Other foreign

19.7 14.0 14.5

$ 171.1 $ 215.4 $ 206.8

Disclosure of non-cash financing and investing activities:

Change in accrued property, plant, and equipment

$ 9.2 $ ( 22.5 ) $ 13.2

LABCORP HOLDINGS INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

BUSINESS SEGMENT INFORMATION

The following table is a summary of segment information for the years ended December 31, 2024, 2023, and 2022.

The following table is a summary of segment information for the year ended December 31, 2025, 2024, and 2023.

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

This approach is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance.

Financial information is reported on the basis that it is used internally by the chief operating decision maker (CODM) for evaluating segment performance and deciding how to allocate resources to segments.

Financial information is reported on the basis that it is used internally by the CODM for evaluating segment performance and deciding how to allocate resources to segments.

The Company’s chief executive officer has been identified as the CODM.

The Company’s segment performance measure excludes the amortization of intangibles and other assets, restructuring and other charges, goodwill and other asset impairments, and certain corporate charges for items such as transaction costs, COVID-19 costs, and other special items.

This aligns with how the CODM now evaluates segment performance and allocates resources.

Other operating expenses are comprised primarily of rent, maintenance, consulting sendouts, utilities, travel and entertainment, and other segment expenses, including shipping costs for Dx.

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.

14 unchanged sentences

Total Operating income 1,384.7

Other income (expense):

Other (expense) income:

Interest expense ( 224.1 )

2 unchanged sentences

Other, net ( 55.0 )

Earnings from continuing operations before income taxes $ 959.5

Earnings from operations before income taxes

LABCORP HOLDINGS INC.

17 unchanged sentences

Total Operating income 1,086.7

Other income (expense):

Other (expense) income:

Interest expense ( 208.3 )

2 unchanged sentences

Other, net 60.2

Earnings from continuing operations before income taxes $ 568.9

Earnings from operations before income taxes

Year Ended December 31, 2023

13 unchanged sentences

Total Operating income 725.6

Other income (expense):

Other (expense) income:

Interest expense ( 199.6 )

7 unchanged sentences

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

Depreciation:

Year Ended December 31,

2024 2023 2022

Dx $ 259.0 $ 236.1 $ 227.1

BLS 122.6 112.5 112.8

General corporate 5.5 8.9 3.7

Total depreciation $ 387.1 $ 357.5 $ 343.6

Geographic distribution of Property, plant, and equipment, net:

5 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures