What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-04 · 157 added, 74 removed, 162 unchanged (59% of the section changed)

67 unchanged sentences

GENERAL (dollars in millions)

For the three months ended March 31, 2026, the Company’s revenues were $3,537.6, an increase of 5.8% from $3,345.1 for the corresponding period in 2025.

The 5.8% increase for the three months ended March 31, 2026, as compared to the corresponding period in 2025, was due to organic revenue of 3.1%, acquisitions, net of divestitures, of 1.4%, and favorable foreign currency translation of 1.3%.

For the three months ended June 30, 2026, the Company’s revenues were $3,731.1, an increase of 5.8% from $3,527.3 for the corresponding period in 2025.

The 5.8% increase for the three months ended June 30, 2026, as compared to the corresponding period in 2025, was primarily due to organic revenue of 4.2%, acquisitions, net of divestitures, of 1.2%, and favorable foreign currency translation of 0.4%.

For the six months ended June 30, 2026, the Company’s revenues were $7,268.7, an increase of 5.8% from $6,872.4 for the corresponding period in 2025.

The 5.8% increase for the six months ended June 30, 2026, as compared to the corresponding period in 2025, was due to organic revenue of 3.6%, acquisitions, net of divestitures, of 1.3%, and favorable foreign currency translation of 0.9%.

The Company defines organic revenue and organic growth as the increase in revenues excluding the year-over-year impact of acquisitions, divestitures, and currency, as well as other strategic actions taken in ED.

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On July 4, 2025, the U.S.

government enacted the OBBBA, which includes provisions addressing regulations and federal funding affecting healthcare.

government enacted the OBBBA, which included provisions addressing regulations and federal funding affecting healthcare.

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

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

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Total $ 3,731.1 $ 3,527.3 5.8 %

Dx revenues for the three months ended March 31, 2026, were $2,762.1, an increase of 5.0% over $2,629.6 in the first quarter of 2025.

The increase was primarily due to organic revenue of 2.9%, acquisitions, net of divestitures, of 2.0%, and favorable foreign currency translation of 0.2%.

Dx total volume, measured by requisitions, increased by 2.5% as acquisition volume, net of divestitures, contributed 1.4% and organic volume increased by 1.1%, which includes an unfavorable impact from weather.

Price/mix increased by 2.6% due to organic growth of 1.8%, acquisitions, net of divestitures, of 0.6%, and favorable foreign currency translation of 0.2%.

BLS revenues for the three months ended March 31, 2026, were $780.6, an increase of 8.2% over $721.3 in the first quarter of 2025.

The increase was due to favorable foreign currency translation of 5.5% and organic growth of 3.7%, partially offset by an unfavorable impact related to strategic actions undertaken in ED of 1.0%.

Dx revenues for the three months ended June 30, 2026, were $2,900.7, an increase of 5.5% over $2,748.8 in the second quarter of 2025.

The increase was primarily due to organic revenue of 3.6% and acquisitions, net of divestitures, of 1.9%.

Dx total volume, measured by requisitions, increased by 3.0% as organic volume increased by 1.8% and acquisition volume, net of divestitures, contributed 1.3%.

Price/mix increased by 2.5% due to organic growth of 1.8% and acquisitions, net of divestitures, of 0.6%.

BLS revenues for the three months ended June 30, 2026, were $836.2, an increase of 6.5% over $784.8 in the second quarter of 2025.

The increase was due to organic growth of 6.2% and favorable foreign currency translation of 1.8%, partially offset by an unfavorable impact related to strategic actions undertaken in ED of 1.4%.

Cost of Revenues

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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Cost of revenues as a percentage of revenues 70.2 % 70.3 %

Cost of revenues increased 5.3% during the three months ended March 31, 2026, as compared with the corresponding period in 2025.

Cost of revenues as a percentage of revenues during the three months ended March 31, 2026, decreased to 71.3% as compared to 71.7% in the corresponding period in 2025.

This decrease was primarily due to organic growth and operating efficiencies, partially offset by typical increases in personnel costs.

Cost of revenues increased 5.6% during the three months ended June 30, 2026, as compared with the corresponding period in 2025.

Cost of revenues as a percentage of revenues during the three months ended June 30, 2026, decreased to 70.2% as compared to 70.3% in the corresponding period in 2025.

This decrease was primarily due to organic growth and operating efficiencies, partially offset by increased personnel costs.

Selling, General, and Administrative Expenses

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

1 unchanged sentence

SG&A as a percentage of revenues 15.5 % 16.4 %

SG&A as a percentage of revenues were 15.6% and 16.3% during the three months ended March 31, 2026, and 2025, respectively.

The decrease was primarily due to the impact from revenue growth.

SG&A as a percentage of revenues were 15.5% and 16.4% during the three months ended June 30, 2026, and 2025, respectively.

The decrease was primarily due to revenue growth.

Amortization of Intangibles and Other Assets

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

Amortization of intangibles and other assets $ 78.1 $ 68.3 14.3 %

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to March 31, 2025.

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to June 30, 2025.

Restructuring and Other Charges

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

Restructuring and other charges $ 5.1 $ 4.1 21.2 %

During the three months ended March 31, 2026, the Company recorded net restructuring and other charges of $6.4.

The charges were comprised of $14.6 related to severance and other personnel costs and $1.6 in facility-related costs.

The charges were adjusted by the reversal of previously established liabilities of $6.6 in unused facility-related costs, $3.1 in contract termination costs, and $0.1 in unused severance and other personnel costs.

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

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

The charges were adjusted by the reversal of previously established liabilities of $1.1 in unused severance and other personnel costs and $0.1 in unused facility-related costs.

During the three months ended June 30, 2026, the Company recorded net restructuring and other charges of $5.1.

The charges were comprised of $5.2 related to severance and other personnel costs, $1.7 in facility-related costs, and $0.1 in contract termination costs.

The charges were adjusted by the reversal of previously established liabilities of $1.8 in unused facility-related costs and $0.1 in unused severance and other personnel costs.

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

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

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

Interest Expense

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

Interest expense $ 61.1 $ 57.1 6.9 %

For the three months ended March 31, 2026, interest expense remained substantially consistent when compared to the three months ended March 31, 2025.

For the three months ended June 30, 2026, interest expense increased 6.9%, as compared with the corresponding period in 2025.

The increase was primarily due to a higher average amount of total debt outstanding during the three months ended June 30, 2026, when compared to the three months ended June 30, 2025.

Equity Method Loss, Net

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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

The increase in Equity method loss, net for the three months ended March 31, 2026, as compared with the corresponding period in 2025, was primarily due to the loss recognized from the SYNLAB investment that closed in March 2025.

Three Months Ended March 31,

The increase in Equity method loss, net for the three months ended June 30, 2026, as compared with the corresponding period in 2025, was primarily due to the loss recognized from the SYNLAB investment.

Three Months Ended June 30,

2026 2025 Change

Other, net $ (3.5) $ (32.7) (88.9) %

The change in Other, net for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, is primarily due to foreign currency transaction losses of $5.4 recognized for the three months ended March 31, 2026, as compared to losses of $1.0 for the corresponding period of 2025.

In addition, there were investment losses of $7.1, recorded during the three months ended March 31, 2026, compared to investment losses of $3.4 for the corresponding period of 2025.

As the TSA between Fortrea and LCAH expired on June 30, 2025, there were no fees charged to Fortrea for the three months ended March 31, 2026, as compared to $3.3 in the corresponding period in 2025.

The change in Other, net was primarily due to a decrease in investment losses recorded during the three months ended June 30, 2026, as compared to the corresponding period of 2025.

Provision for Income Taxes

Three Months Ended March 31,

Three Months Ended June 30,

Provision for income taxes

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Provision for income taxes as a percentage of earnings from operations before income taxes 22.6 % 21.8 %

The decrease in the effective tax rate for the three months ended March 31, 2026, as compared with the corresponding period, was primarily attributable to discrete benefits recognized from the tax restructuring of certain foreign entities.

The increase in the effective tax rate for the three months ended June 30, 2026, as compared with the corresponding period in 2025, was primarily attributable to the jurisdictional mix of earnings.

Operating Results by Segment

Three Months Ended March 31,

Three Months Ended June 30,

2026 2025 Change

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(1) Amount does not cross-foot due to rounding.

Dx segment operating income was $458.7 for the three months ended March 31, 2026, an increase of $31.2 over operating income of $427.5 in the corresponding period of 2025, and Dx segment operating margin increased approximately 30 basis points year-over-year.

The increase in operating income and operating margin was primarily due to organic growth, which includes an unfavorable impact from weather.

BLS segment operating income was $120.7 for the three months ended March 31, 2026, an increase of $13.8 over operating income of $106.9 in the corresponding period of 2025, and BLS segment operating margin increased approximately 60 basis points year-over-year.

The increase in operating income and operating margin was primarily due to growth in the Central Laboratory business.

Dx segment operating income was $522.6 for the three months ended June 30, 2026, an increase of $39.8 over operating income of $482.8 in the corresponding period of 2025, and Dx segment operating margin increased approximately 50 basis points year-over-year.

The increase in operating income and operating margin was due to organic growth and operating efficiencies.

BLS segment operating income was $142.2 for the three months ended June 30, 2026, an increase of $18.9 over operating income of $123.3 in the corresponding period of 2025, and BLS segment operating margin increased approximately 130 basis points year-over-year.

The increase in operating income and operating margin was primarily due to organic growth in the Central Laboratory business and operating efficiencies from the strategic actions taken in ED.

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

General corporate and unallocated expenses were $116.6 for the three months ended March 31, 2026, a decrease of $15.8 compared to general corporate and unallocated expenses of $132.4 in the corresponding period of 2025, primarily due to decreases in acquisition and disposition-related costs.

General corporate and unallocated expenses were $130.0 for the three months ended June 30, 2026, a decrease of $9.2 compared to general corporate and unallocated expenses of $139.2 in the corresponding period of 2025, primarily due to lower LaunchPad costs and other expenses, partially offset by higher acquisition and disposition-related costs.

Six Months Ended June 30,

2026 2025 Change

Dx $ 5,662.8 $ 5,378.4 5.3 %

BLS 1,616.8 1,506.1 7.3 %

Intercompany eliminations and other (10.9) (12.1) (11.2) %

Total $ 7,268.7 $ 6,872.4 5.8 %

Dx revenues for the six months ended June 30, 2026, were $5,662.8, an increase of 5.3% over $5,378.4 during the six months ended June 30, 2025.

The increase was due to organic revenue of 3.2%, acquisitions, net of divestitures, of 2.0%, and favorable foreign currency translation of 0.1%.

Dx total volume, measured by requisitions, increased by 2.8% as organic volume increased by 1.4% and acquisition volume, net of divestitures, contributed 1.3%.

Price/mix increased by 2.5% due to organic growth of 1.8%, acquisitions, net of divestitures, of 0.6%, and favorable foreign currency translation of 0.1%.

BLS revenues for the six months ended June 30, 2026, were $1,616.8, an increase of 7.3% over $1,506.1 during the six months ended June 30, 2025.

The increase was due to organic growth of 5.0% and favorable foreign currency translation of 3.6%, partially offset by an unfavorable impact related to strategic actions undertaken in ED of 1.2%.

Cost of Revenues

Six Months Ended June 30,

2026 2025 Change

Cost of revenues $ 5,142.9 $ 4,878.2 5.4 %

Cost of revenues as a % of revenues 70.8 % 71.0 %

Cost of revenues increased 5.4% during the six months ended June 30, 2026, as compared with the corresponding period in 2025.

Cost of revenues as a percentage of revenues during the six months ended June 30, 2026, decreased to 70.8% as compared to 71.0% in the corresponding period in 2025.

This decrease was primarily due to organic growth and operating efficiencies, partially offset by increased personnel costs.

Selling, General, and Administrative Expenses

Six Months Ended June 30,

2026 2025 Change

SG&A $ 1,128.2 $ 1,125.3 0.3 %

SG&A as a % of revenues 15.5 % 16.4 %

SG&A as a percentage of revenues were 15.5% and 16.4% during the six months ended June 30, 2026, and 2025, respectively.

The decrease was primarily due to revenue growth.

Amortization of Intangibles and Other Assets

Six Months Ended June 30,

2026 2025 Change

Amortization of intangibles and other assets $ 153.7 $ 137.9 11.4 %

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to June 30, 2025.

Restructuring and Other Charges

Six Months Ended June 30,

2026 2025 Change

Restructuring and other charges $ 11.5 $ 10.5 10.5 %

During the six months ended June 30, 2026, the Company recorded net restructuring and other charges of $11.5.

The charges were comprised of $19.8 related to severance and other personnel costs, $3.3 in facility-related costs, and $0.1 in contract termination costs.

The charges were adjusted by the reversal of a previously established liability of $8.4 in unused facility-related costs, $3.1 in unused contract termination costs, and $0.2 in unused severance and other personnel costs.

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

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

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

Interest Expense

Six Months Ended June 30,

2026 2025 Change

Interest expense $ 116.2 $ 113.1 2.7 %

For the six months ended June 30, 2026, interest expense increased 2.7%, as compared with the corresponding period in 2025.

The increase was primarily due to a higher average amount of total debt outstanding during the six months ended June 30, 2026, when compared to the six months ended June 30, 2025.

Equity Method Loss, Net

Six Months Ended June 30,

2026 2025 Change

Equity method loss, net $ (11.3) $ (2.0) 475.0 %

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

The increase in Equity method loss, net for the six months ended June 30, 2026, as compared with the corresponding period in 2025, was primarily due to the loss recognized from the SYNLAB investment.

Six Months Ended June 30,

2026 2025 Change

Other, net $ (16.6) $ (33.7) (50.7) %

The change in Other, net for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to investment losses of $8.6 recorded during the six months ended June 30, 2026, compared to investment losses of $34.7 for the corresponding period of 2025.

In addition, there were foreign currency transaction losses of $7.5 recognized for the six months ended June 30, 2026, as compared to losses of $3.1 for the corresponding period of 2025.

As the TSA between Fortrea and LCAH expired on June 30, 2025, there were no fees charged to Fortrea for the six months ended June 30, 2026, as compared to $3.8 in the corresponding period in 2025.

Provision for Income Taxes

Six Months Ended June 30,

Provision for income taxes

$ 129.0 $ 128.6

Provision for income taxes as a percentage of earnings from operations before income taxes 18.3 % 22.2 %

The decrease in the effective tax rate for the six months ended June 30, 2026, as compared to the corresponding period in 2025, was primarily attributable to discrete benefits recognized from the tax restructuring of certain foreign entities.

Operating Income by Segment

Six Months Ended June 30,

2026 2025 Change

Dx segment operating income $ 981.3 $ 910.3 7.8 %

Dx segment operating margin 17.3 % 16.9 % 0.4 %

BLS segment operating income 262.9 230.2 14.2 %

BLS segment operating margin 16.3 % 15.3 % 1.0 %

Segment operating income 1,244.2 1,140.5 9.1 %

General corporate and unallocated expenses (246.6) (271.6) (9.2) %

Amortization of intangibles and other assets (153.7) (137.9) 11.4 %

Restructuring and other charges (11.5) (10.5) 10.5 %

Total Operating income $ 832.4 $ 720.5 15.5 %

Dx segment operating income was $981.3 for the six months ended June 30, 2026, an increase of $71.0 over operating income of $910.3 in the corresponding period of 2025, and Dx segment operating margin increased approximately 40 basis points year-over-year.

The increase in operating margin was primarily due to organic growth and operating efficiencies.

BLS segment operating income was $262.9 for the six months ended June 30, 2026, an increase of $32.7 over operating income of $230.2 in the corresponding period of 2025, and BLS segment operating margin increased approximately 100 basis points year-over-year.

The increase in operating margin was primarily due to organic growth in the Central Laboratory business and operating efficiencies from the strategic actions taken in ED.

General corporate and unallocated expenses were $246.6 for the six months ended June 30, 2026, a decrease of $25.0 compared to general corporate and unallocated expenses of $271.6 in the corresponding period of 2025, primarily due to lower acquisition and disposition-related costs and LaunchPad costs.

LIQUIDITY AND CAPITAL RESOURCES (dollars and shares in millions, except per share amounts)

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In summary the Company’s cash flows were as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Net cash provided by operating activities $ 637.0 $ 639.1

Net cash used for investing activities (688.3) (430.1)

Net cash provided by (used for) financing activities

580.5 (839.7)

Net cash used for financing activities (339.4) (1,107.1)

Effect of exchange rate on changes in Cash and cash equivalents 0.2 26.7

Net increase (decrease) in Cash and cash equivalents

$ 448.8 $ (1,149.3)

Cash and cash equivalents at March 31, 2026, and 2025, totaled $981.1 and $369.4, respectively.

Net decrease in Cash and cash equivalents $ (390.5) $ (871.4)

Cash and cash equivalents at June 30, 2026, and 2025, totaled $141.8 and $647.3, respectively.

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

In addition to Cash and cash equivalents, at March 31, 2026, the Company had $1,000.0 of available borrowings under its revolving credit facility, which, as amended on June 27, 2025, expires in 2030.

In addition to Cash and cash equivalents, at June 30, 2026, the Company had $1,000.0 of available borrowings under its revolving credit facility, which, as amended on June 27, 2025, expires in 2030.

Cash Flows from Operating Activities

During the three months ended March 31, 2026, the Company’s operations provided $191.5 of cash as compared to $18.5 during the same period in 2025.

The $173.0 increase in net cash provided from operations in 2026 as compared with the corresponding 2025 period was primarily due to higher cash earnings.

During the six months ended June 30, 2026, the Company’s operations provided $637.0 of cash as compared to $639.1 during the same period in 2025.

The $2.1 decrease in net cash provided by operations during the six months ended June 30, 2026, as compared with the corresponding 2025 period, was primarily due to changes in net working capital, partially offset by higher cash earnings.

Cash Flows from Investing Activities

Net cash used for investing activities for the three months ended March 31, 2026, was $322.1 as compared to $336.0 for the three months ended March 31, 2025.

The decrease in cash used for investing activities for the three months ended March 31, 2026, as compared to the corresponding period in 2025, was primarily due to a decrease in purchases of equity affiliate or other investments and lower capital expenditures, partially offset by an increase in business acquisitions.

Capital expenditures were $121.0 and $126.0 for the three months ended March 31, 2026, and 2025, respectively.

Capital expenditures for the three months ended March 31, 2026, were 3.4% of revenues, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, and further acquisition integration activities.

Net cash used for investing activities for the six months ended June 30, 2026, was $688.3 as compared to $430.1 for the six months ended June 30, 2025.

The increase in cash used for investing activities for the six months ended June 30, 2026, as compared to the corresponding period in 2025, was primarily due to increased business acquisitions and capital expenditures, partially offset by a decrease in the purchase of equity affiliates and other investments.

Capital expenditures were $252.6 and $203.9 for the six months ended June 30, 2026, and 2025, respectively.

Capital expenditures for the six months ended June 30, 2026, were 3.5% of Revenues, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, implement advanced technology, and further acquisition integration activities.

Cash Flows from Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026, was $580.5 as compared to net cash used for financing activities of $839.7 for the three months ended March 31, 2025.

The movement in cash flows within financing activities for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was primarily due to a decrease in payments on senior notes of $1,000.0, an increase in proceeds from the 2026 Term Loan of $750.0, a decrease in proceeds from the Company’s AR Facility of $225.0, and an increase of Common Stock repurchases of $98.0.

Net cash used for financing activities for the six months ended June 30, 2026, was $339.4 as compared to $1,107.1 for the six months ended June 30, 2025.

The decrease in cash flows used for financing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to increased proceeds from the 2026 Term Loan of $750.0, decreased payments on senior notes of $500.0, increased Common Stock repurchases of $251.8, and decreased proceeds, net of repayments, from the Company’s AR Facility of $200.0.

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 March 20, 2026, the Company entered into the $750.0 2026 Term Loan that will mature on March 20, 2028, and anticipates using the proceeds to repay maturing short-term debt and for other corporate uses.

Among other things, this amendment extended the scheduled termination date to January 26, 2029.

On March 20, 2026, the Company entered into the $750.0 2026 Term Loan that will mature on March 20, 2028.

On June 1, 2026, the net proceeds of the 2026 Term Loan were used to redeem the Company’s outstanding 1.55% senior notes due 2026 and, to the extent not used for such purpose, were made available for other general corporate uses.

The principal balance of the 2026 Term Loan bears interest at a floating per annum rate equal to, at the Company’s election, either (i) a SOFR-based rate plus a margin of 0.700% or (ii) a base rate plus a margin of 0.0%.

The balance of the 2026 Term Loan at March 31, 2026, was $750.0.

Under the Company’s 2026 Term Loan, revolving credit facility, indentures relating to the Company’s senior notes, and AR Facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers, and with respect to the 2026 Term Loan and revolving credit facility, the Company is required to maintain certain leverage ratios.

The Company was in compliance with all covenants at March 31, 2026, and expects that it will remain in compliance with its existing debt covenants for the next 12 months.

At March 31, 2026, the Company had outstanding authorization from its Board to purchase up to $732.4 maximum value of Common Stock.

The Company was in compliance with all covenants at June 30, 2026, and expects

that it will remain in compliance with its existing debt covenants for the next 12 months.

At June 30, 2026, the Company had outstanding authorization from its Board to purchase up to $378.6 maximum value of Common Stock.

On July 8, 2026, the Board authorized the repurchase of an additional $1,000.0 in the maximum value of the Company’s shares of Common Stock as part of the Company’s ongoing share repurchase program, bringing the total share repurchase authorization to $1,378.6 maximum value of shares of Common Stock.

The repurchase authorization has no expiration date.

For the three months ended March 31, 2026, the Company paid $61.2 in Common Stock dividends.

On April 9, 2026, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $60.0 in the aggregate.

The dividend will be paid on June 11, 2026, to stockholders of record of all issued and outstanding shares of Common Stock as of

the close of business on May 29, 2026.

For the six months ended June 30, 2026, the Company paid $119.9 in Common Stock dividends.

On July 9, 2026, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $59.0 in the aggregate.

The dividend will be paid on September 11, 2026, to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on August 28, 2026.

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

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In addition, the Company, LCAH and the Trustee entered into the 2024 Indenture on September 23, 2024 (the 2024 Indenture, together with the 2010 Indenture, the Indentures).

The Seventeenth Supplemental Indenture, among other things, provides for the full and unconditional guarantee by the Company of LCAH’s obligations under the 2010 Indenture, and each series of senior unsecured notes issued and outstanding thereunder, and the 2024 Indenture provides for the full and unconditional guarantee by the Company of LCAH’s obligations, and each series of senior unsecured notes issued and outstanding, thereunder (collectively, the Labcorp Holdings Guarantees).

The Seventeenth Supplemental Indenture, among other things, provides for the full and unconditional guarantee by the Company of LCAH’s obligations under the 2010 Indenture, and each series of senior notes issued and outstanding thereunder, and the 2024 Indenture provides for the full and unconditional guarantee by the Company of LCAH’s obligations, and each series of senior notes issued and outstanding, thereunder (collectively, the Labcorp Holdings Guarantees).

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

At March 31, 2026, there was $3,096.2 and $2,000.0 aggregate principal amount of issued and outstanding senior notes of LCAH, issued under the 2010 Indenture and the 2024 Indenture, respectively, that are fully and unconditionally guaranteed by the Company.

At June 30, 2026, there was $2,593.1 and $2,000.0 aggregate principal amount of issued and outstanding senior notes of LCAH, issued under the 2010 Indenture and the 2024 Indenture, respectively, that are fully and unconditionally guaranteed by the Company.

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

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The Company has debt instruments outstanding.

At March 31, 2026, the Company had total future payments of $6,371.6, with $500.4 payable within 12 months, which the Company anticipates to repay primarily using the proceeds from the 2026 Term Loan.

At June 30, 2026, the Company had total future payments of $5,894.0, with $0.9 payable within 12 months.

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

At March 31, 2026, the Company had total future lease payments for short-term and long-term leases of $1,092.8, with payments of $221.0 due within 12 months.

At March 31, 2026, the Company had provided letters of credit aggregating approximately $107.4, primarily in connection with certain insurance programs which are renewed annually.

At March 31, 2026, and in connection with the pending acquisitions of select assets of the outreach business from Parkview, the Company expects to pay up to $165.0.

Subject to customary closing conditions and applicable regulatory approvals, the Company expects the acquisition of select assets from Parkview to close in 2026.

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

At June 30, 2026, the Company had total future lease payments for short-term and long-term leases of $1,098.9, with payments of $226.5 due within 12 months.

On June 28, 2026, the Company entered into an agreement to acquire select assets of an outreach laboratory services business for a purchase price of approximately $155.0.

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

At June 30, 2026, the Company had provided letters of credit aggregating approximately $107.4, primarily in connection with certain insurance programs which are renewed annually.

Based on current and projected levels of cash flows from operations, coupled with availability under its revolving credit facility and the 2026 Term Loan, the Company believes it has sufficient liquidity to meet both its anticipated short-term and long-term cash needs for the next 12 months and the reasonably foreseeable future;

6 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis