Labcorp Holdings (LH) 10-K risk factor changes: FY2020 vs FY2019

Investors should carefully consider all of the information set forth in this [removed: report,] [added: Annual Report,] including the following risk factors, before deciding to invest in any of the Company’s securities.

Changes in payer regulations or policies (or in the interpretation of current regulations or policies), insurance regulations or approvals, or changes in other laws, regulations or policies in the [removed: United States (U.S.),] [added: U.S.,] may adversely affect U.S. governmental and third-party coverage or reimbursement for clinical laboratory testing and may have a material adverse effect upon the Company.

U.S. and state government payers, such as Medicare and Medicaid, as well as insurers, including [removed: managed care organizations (MCOs),] [added: MCOs,] have increased their efforts to control the cost, utilization and delivery of healthcare services.

The first phase of reductions pursuant to [removed: the Protecting Access to Medicare Act (PAMA)] [added: PAMA] came into effect on January 1, 2018, and will continue annually subject to certain phase-in limits through 2025, and without limitations for subsequent periods.

Further reductions due to changes in policy regarding coverage of tests or other requirements for payment, such as prior authorization, diagnosis code and other claims edits, [removed: or a physician or qualified practitioner’s signature on test requisitions,] may be implemented from time to time.

Reimbursement for pathology services performed by [removed: LabCorp Diagnostics (LCD)] [added: Dx] is also subject to statutory and regulatory reduction.

Further changes in third-party payer regulations, policies, or laboratory benefit or utilization management programs may have a material adverse effect on [removed: LCD's] [added: Dx's] business.

Actions by federal and state agencies regulating insurance, including healthcare exchanges, or changes in other laws, regulations, or policies may also have a material adverse effect upon [removed: LCD's] [added: Dx's] business.

[added: This risk includes, but is not limited to, the potential that government enforcement] authorities may take a contrary position with respect to the Eliminating Kickbacks in Recovery [removed: Act (EKRA),] [added: Act,] given [removed: its recent passage and] [added: the] lack of associated regulations to clarify or add exceptions.

The Company’s business could be harmed from the loss or suspension of a license or imposition of a fine or penalties under, or future changes in, or interpretations of, the law or regulations of [removed: the Clinical Laboratory Improvement Act of 1967, and the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or those of] [added: CLIA,] Medicare, Medicaid or other national, state or local agencies in the U.S. and other countries where the Company operates laboratories.

[removed: The sanction for failure to comply with CLIA requirements may be suspension, revocation or limitation of a] laboratory’s CLIA certificate, which is necessary to conduct business, as well as significant fines and/or criminal penalties.

U.S. [removed: Food and Drug Administration (FDA)] [added: FDA] regulation of diagnostic products and increased FDA regulation of laboratory-developed tests (LDTs) could result in increased costs and the imposition of fines or penalties, and could have a material adverse effect upon the Company’s business.

The FDA enforces laws and regulations that govern the development, testing, manufacturing, performance, labeling, advertising, marketing, [removed: distribution] [added: distribution,] and surveillance of diagnostic products, and it regularly inspects and reviews the manufacturing processes and product performance of diagnostic products.

[removed: LCD’s] [added: Dx’s] point-of-care testing devices are subject to regulation by the FDA.

In 2014, the FDA issued draft guidance describing how it intended to discontinue its enforcement discretion policy and begin regulating LDTs as medical devices; however, that draft guidance has not been finalized, and FDA has instead continued its enforcement discretion policy and has indicated that it intends to work with Congress to enact comprehensive legislative [removed: preform] [added: reform] of diagnostics oversight.

As such, LDTs developed by high complexity clinical laboratories are currently generally offered as services to health care providers under the CLIA regulatory framework administered [removed: by the Centers for Medicare and Medicaid Services (CMS) of the U.S. Department of Health and Human Services (HHS),] [added: CMS,] without the requirement for FDA clearance or approval.

Current FDA regulation of the Company’s diagnostic products and [added: the] potential [added: for] future increased regulation of the Company’s LDTs [added: in the future] could result in increased costs and administrative and legal actions for noncompliance, including warning letters, fines, penalties, product suspensions, product recalls, [removed: injunctions] [added: injunctions,] and other civil and criminal sanctions, which could have a material adverse effect upon the Company.

As previously discussed in Item 1 of Part I of this [removed: report,] [added: Annual Report,] the Company is subject to licensing and regulation under laws and regulations relating to the protection of the environment and human health and safety, including laws and regulations relating to the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials, as well as regulations relating to the safety and health of laboratory employees.

[removed: | • | The] [added: - the] circumstances under which the use and disclosure of PHI are permitted or required without a specific authorization by the patient, including, but not limited to, treatment purposes, activities to obtain payments for the Company’s services, and its healthcare operations activities; [removed: |]

[removed: | • | A] [added: - a] patient’s rights to access, amend and receive an accounting of certain disclosures of PHI; [removed: |]

[removed: | • | The] [added: - the] content of notices of privacy practices for PHI; [removed: |]

[removed: | • | Administrative,] [added: - administrative,] technical and physical safeguards required of entities that use or receive PHI; and [removed: |]

[removed: | • | The] [added: - the] protection of computing systems maintaining electronic PHI. [removed: |]

For example, the Company could incur damages under state [removed: laws] [added: laws, including] pursuant to an action brought by a private party for the wrongful use or disclosure of health information or other personal information.

The Company [removed: implemented] [added: has established] processes [added: and frameworks] to manage compliance with the [removed: CCPA.][added: GDPR.]

For example, the [removed: European Union’s (EU)] [added: EU's] General Data Protection Regulation (GDPR), which took effect May 25, 2018, created a range of [removed: new] compliance obligations for subject companies and imposes penalties for noncompliance of up to the greater of €20 million or 4% of worldwide revenue.

In addition, similar data protection regulations addressing access, use, disclosure and transfer of personal data have been enacted or updated in [removed: countries] [added: regions] where the Company does business, including in Asia, Latin America, [removed: Canada] and Europe.

The Company also works with third-party service providers and vendors that provide technology systems and services that are used in connection with the receipt, storage, and transmission of customer personal and financial [removed: information.]

A breach or [added: cyber] attack affecting these third [removed: parties] [added: parties, like the AMCA Incident,] could also harm the Company's business, results of operations and reputation.

[removed: Manufacturers of laboratory equipment and test kits could seek to increase their sales by] marketing point-of-care [added: of] laboratory equipment to physicians and by selling test kits approved for home or physician office use to both physicians and patients.

[added: Increased approval of “waived” test kits could] lead to increased testing by physicians in their offices or by patients at home, which could affect the Company’s market for laboratory testing services and negatively impact its revenues.

[removed: LCD's] [added: Dx's] testing services are billed to MCOs, Medicare, Medicaid, physicians and physician groups, hospitals, patients and employer groups.

For the year ended December 31, [removed: 2019,] [added: 2020,] such capitated contracts accounted for approximately [removed: $298.0] [added: $319.0] million, or [removed: 4.3%,] [added: 3.4%,] of [removed: LCD's] [added: Dx's] revenues.

The Company [added: has] also experienced delays in the pricing and implementation of [removed: new molecular pathology codes] [added: coding and billing changes] among various payers, including Medicaid, Medicare and commercial carriers.

[removed: These issues (particularly] [added: While some delays were expected,] payer policy [removed: changes) and] changes in coverage [added: have] had a negative impact on revenue, revenue per requisition, and margins and cash [removed: flows beginning in 2014, and are expected to have a continuing negative impact.][added: flows.]

[removed: Limited] [added: In 2020, limited] coding and billing changes [removed: related to other procedure types] were implemented [removed: in 2018 and 2019.][added: beyond those specifically related to COVID-19 Testing.]

While limited changes are expected to be implemented in [removed: 2020,] [added: 2021,] the Company [added: typically] expects some delays in pricing and [removed: implementation of these] [added: reimbursement as] new [removed: codes.][added: codes are introduced.]

[removed: Some of these programs] address commercial laboratory testing broadly, while others are focused on certain types of testing such as molecular, genetic and toxicology testing.

[added: If Dx cannot offset additional reductions in the payments it receives for] its services by reducing costs, increasing test volume, and/or introducing new services and procedures, it could have a material adverse effect on the Company’s revenues, profitability and cash flows.

On June 23, 2016, CMS issued a final rule to implement PAMA that required applicable laboratories, including [removed: LCD,] [added: Dx,] to begin reporting their test-specific private payer payment amounts to CMS during the first quarter of 2017.

Risks Related to the COVID-19 Pandemic

The effects of the outbreak of the COVID-19 pandemic could have material adverse impacts on the Company’s business, results of operations, cash flows, and financial position.

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business.

In the second half of March 2020, daily volume for routine tests started to decline as a result of decreased consumer demand driven by a significant reduction in physician office visits, the cancellation of elective medical procedures, and the negative impacts on discretionary spending resulting from the economic downturn, among other factors.

In addition, the performance of the Company’s drug development business was challenged by COVID-19 due to actions that clients have taken and are taking that slowed clinical trial progress and the associated testing as well as restrictions in trial site access in certain countries and interruptions in the supply chain.

Given the continued unpredictability pertaining to the COVID-19 pandemic and the corresponding government restrictions and customer behavior, the impact on the Company's business continues to be uncertain and depends on a number of evolving factors that the Company may not be able to predict or effectively respond to.

The further spread of COVID-19, including the rise of variants, and the Company’s initiatives to help limit the spread of the illness, will impact the Company’s ability to carry out its business as usual, which could materially adversely impact its business and financial condition.

The Company has incurred additional costs in order to provide for the safety of its employees and the continuity of its operations, including increased frequency of deep cleaning and sanitation at each of its physical locations, additional safety training and processes, enhanced hygiene practices and materials, flexible and remote working where possible, and allowing for greater social distancing for the Company’s employees who must work on-site.

Additionally, the Company has made a number of changes at the Company’s patient service centers for the comfort and safety of the patients, many of which have also increased costs for the Company.

For example, the Company has set aside the first business hour of every day for vulnerable patients, launched a mobile check-in process that allows patients to wait for their appointment from within their car or other nearby location, and increased sanitation and disinfection in check-in areas, waiting rooms, bathrooms, and hallways with CDC-approved disinfectants.

The Company faces increased cybersecurity risks due to the number of employees that are working remotely in regions impacted by stay-at-home orders.

Increased levels of remote access create additional opportunities for cybercriminals to exploit vulnerabilities, and employees may be more susceptible to phishing and social engineering attempts.

The Company may also be subject to increased cyber-attacks, such as phishing attacks by threat actors using the attention placed on the pandemic as a method for targeting the Company's personnel.

In addition, technological resources may be strained due to the number of remote users.

Adverse changes in government and third-party payer regulations, reimbursement, or coverage policies (or in the interpretation of current regulations) relating to COVID-19 testing could materially impact the Company's results of operations, cash flows and financial position.

The Company expects to continue to incur additional costs, which may be significant, as it continues to implement operational changes in response to this pandemic.

Further, the COVID-19 outbreak has disrupted and could continue to disrupt the Company’s supply chain, including by impacting its ability to secure test collection supplies, equipment and testing supplies for its facilities, personal protective equipment for its employees in its testing locations, patient service centers, and drug development clinics.

For similar reasons, the COVID-19 pandemic has also adversely impacted, and may continue to adversely impact, third parties that are critical to the Company’s business, including vendors, suppliers, and business partners.

These developments, and others that are difficult or impossible to predict, could materially impact the Company’s business, financial results, cash flows, and financial position.

During 2020, the Company diverted resources to developing and enhancing the accessibility of COVID-19 testing, while at the same time taking certain steps with respect to its business strategy in order to increase cash flexibility.

For example, the Company temporarily suspended its share repurchase program, applied a heightened threshold to acquisition activity, and delayed some of its non-COVID-19 related capital expenditures.

These measures, and any other measures the Company has taken and will continue to take to mitigate COVID-19, may be insufficient to ensure the financial stability of the Company, or may have other adverse impacts on the Company’s business, results of operations, cash flows, and financial position.

Additionally, if the pandemic continues for an extended period of time, the Company may be forced to prioritize its application of resources to the continued mitigation of COVID-19, at the expense of other potentially profitable opportunities or initiatives, such as through the development of new products or selected business acquisitions.

If the Company does not respond appropriately to the ongoing COVID-19 pandemic, or if the Company’s customers do not perceive its response to be adequate, the Company could suffer damage to its reputation, which could adversely affect its business.

On March 11, 2020, the outbreak of COVID-19 was declared a global pandemic and containment and mitigation measures were recommended; six days prior to this characterization, the Company announced the availability of its Labcorp 2019 Novel Coronavirus (COVID-19) PCR test, which detects the presence of the underlying virus that causes COVID-19, for use with patients who meet current guidance for evaluation of infection with COVID-19.

On April 9, 2020, the Company announced an agreement to collaborate on a comprehensive U.S.-based COVID-19 patient data registry.

The Company also launched a self-collection kit for its COVID-19 PCR test under an emergency use authorization from the FDA, expanded availability of antibody tests to detect antibodies to the virus that causes COVID-19, and launched a series of innovations to increase test capacity, throughput, and efficiency to maximize the use of supplies.

The Company performed approximately 35 million COVID-19 tests in 2020, which represents about 31 million PCR tests and over 4 million antibody tests.

As of February 25, 2021, the Company has the capacity to perform 275,000 PCR tests per day, but the Company's testing capacity is dependent on access to multiple testing platforms and the availability of equipment and testing supplies and key personnel.

The Company's central laboratory business has also seen a significant increase in demand for sample collection supplies and kits and for clinical trials testing, which has put some pressure on the Company's supply chain and caused some delays in delivery of kit orders and clinical trial testing result delivery.

Despite the Company's efforts to obtain adequate clinical trial kit and testing supplies and expand its capacity to make clinical trials collection kits and perform clinical trials testing, the Company may not be successful in meeting the increased demand, and the Company’s customers and other stakeholders may perceive the Company’s responses to the pandemic as insufficient, inadequate or not equivalent to or better than competitors, including with respect to the availability of testing, collection kits, and the amount of time it takes for delivery of test results or fulfillment of kit orders.

Factors that may be out of the Company’s control, such as the availability of equipment, supplies, and key personnel and geographical changes in demand, may impact the Company’s ability to meet customer demand and the Company's other responses to the COVID-19 pandemic, and may have an adverse effect on the Company’s operations.

Any such disruptions could result in negative publicity, and the Company could suffer damage to its reputation, which could adversely affect its business, results of operations, cash flows, and financial position.

The success of the Company is dependent in part on the efforts of its management team and employees, and the COVID-19 pandemic could divert or hinder the Company’s human capital resources, which may adversely affect the Company’s operations.

The Company’s management team and employees have been acutely focused on efforts to respond to and mitigate COVID-19, including developing COVID-19 Testing.

The Company has been continuously working to increase the number of tests that can be performed and improve the time for delivering test results.

The Company’s management team is also working closely with federal and state authorities, health officials, and other key constituencies to make testing available to patients who meet the CDC criteria for who should be tested, and HHS guidance for prioritization of testing.

These response efforts have required, and will continue to require, a large investment of time and resources that would otherwise be focused on the

development and growth of the Company.

Further, the Company's ability to maintain and expand testing capacity depend upon maintaining and expanding its employee population.

This report also includes forward-looking statements that involve risks or uncertainties.

The Company’s results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere.

See “Forward-Looking Statements” in Item 7.

This risk includes, but is not limited to, the potential that government enforcement

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On June 28, 2018, the California legislature passed the California Consumer Privacy Act (CCPA), which was effective January 1, 2020.

The CCPA created new transparency requirements and granted California residents several new rights with regard their personal information.

Failure to comply with the CCPA may result in, among other things, significant civil penalties and injunctive relief, or potential statutory or actual damages.

In addition, California residents have the right to bring a private right of action in connection with certain types of incidents.

These claims may result in significant liability and potential damages.

The Company has established processes and frameworks to manage compliance with the GDPR, but there remains uncertainty as to how EU supervisory authorities will interpret and enforce the regulation.

The costs of compliance with the GDPR could be significant.

Increased approval of “waived” test kits could

While some delays were expected, several non-commercial payers required an extended period of time to price key molecular codes, and a number of those payers, mostly government entities, indicated that they would no longer pay for tests that they had previously covered.

Similarly, the Clinical Laboratory Fee Schedule (CLFS) coding and billing changes related to toxicology and other procedures were implemented in 2016 and 2017.

The Company experienced delays in the pricing and implementation of the new toxicology codes; however, the Company largely overcame issues related to price and margins through direct negotiation with the associated payers.

If LCD cannot offset additional reductions in the payments it receives for

effect upon the Company.

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[removed: During] [added: As described in Note 3 Business Acquisitions and Dispositions to] the [removed: year ended December 31, 2019,] [added: consolidated financial statements,] the Company [removed: also] acquired various [removed: other] businesses and related assets for approximately [removed: $286.4] [added: $267.6] in cash (net of cash acquired).

The Company [removed: remains on track] [added: achieved its goal] to deliver $150.0 of net savings from [removed: CDD's] [added: its] three-year [added: DD] LaunchPad initiative by the end of 2020.

The Company expects [removed: phase] [added: Phase] II of [removed: LCD’s] [added: Dx’s] LaunchPad initiative to deliver approximately $200.0 in net savings by the end of 2021, while incurring approximately $40.0 in one-time implementation costs.

Approximately one-third of the total savings are expected to be realized [added: in 2021, and one-third of the total savings have been realized in] each [removed: year.][added: of 2019 and 2020.]

PAMA, which went into effect on January 1, 2018, resulted in a net reduction of revenue of approximately [removed: $107.0] [added: $72.0] and [removed: $70.0] [added: $107.0] in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively from all payers affected by the Clinical Lab Fee Schedule.

For discussion of [removed: 2018] [added: 2019] results and comparison with [removed: 2017] [added: 2018] results refer to “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in [removed: our] [added: the Company's] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018.][added: 2019.]

Years ended December [removed: 31, 2019 and 2018][added: 31, 2020 and 2019]

| | [added: | |] Years Ended December 31, | | | | | | | | | | [added: | | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

| Intercompany eliminations | [removed: (23.4] | | [removed: )] [added: (152.6)] | | [removed: (10.5] | | [removed: )] | | [removed: 122.9] [added: (23.4)] | [added: | | | | | 552.1 | |] % |

The [removed: 2.0%] [added: 21.0%] increase in revenues for the year ended December 31, [removed: 2019,] [added: 2020,] as compared with the corresponding period in [removed: 2018] [added: 2019] was primarily due to [removed: growth from acquisitions of 2.3%,] organic growth of [removed: 1.6% (which includes the negative impact from PAMA] [added: 19.0%, acquisitions] of [removed: 0.9%),] [added: 1.8% and favorable foreign currency translation of 0.4%,] partially offset by the disposition of [removed: businesses of 1.4% and negative foreign currency translation] [added: a business] of [removed: 0.5%.][added: 0.2%.]

[removed: LCD] [added: Dx] revenues for the year ended December 31, [removed: 2019,] [added: 2020,] were [removed: $7,000.1, a decrease] [added: $9,253.4, an increase] of [removed: 0.4%] [added: 32.2%] over revenues of [removed: $7,030.8] [added: $7,000.1] in the corresponding period in [removed: 2018.][added: 2019.]

[removed: CDD] [added: DD] revenues for the year ended December 31, [removed: 2019,] [added: 2020,] were [removed: $4,578.1,] [added: $4,877.7,] an increase of [removed: 6.1%] [added: 6.5%] over revenues of [removed: $4,313.1] [added: $4,578.1] in the corresponding period in [removed: 2018.][added: 2019.]

The increase in revenues was due to [removed: acquisitions, which contributed growth] [added: the benefit] of [removed: 4.1%, an increase in organic growth] [added: acquisitions] of [removed: 3.8%, partially offset by negative] [added: 2.6%, favorable] foreign currency translation of [removed: approximately 1.2%] [added: 0.9%] and [added: organic growth of 3.5%, partially offset by] a business disposition of [removed: 0.6%.][added: 0.5%.]

| | [added: | |] Years Ended December 31, | | | | | | | | | | [added: | | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

| Cost of revenues | [added: | |] $ | [removed: 8,302.3] [added: 9,025.7] | | | [added: | |] $ | [removed: 8,157.0] [added: 8,302.3] | | | [removed: 1.8] | [added: | 8.7 | |] % |

| Cost of revenues as a % of revenues | [removed: 71.9] | | [added: 64.6 | |] % | | [removed: 72.0] | | [added: 71.9 | |] % | | | | [added: | | |]

Cost of revenues (primarily laboratory, labor and distribution costs) increased [removed: 1.8%] [added: 8.7%] in [removed: 2019] [added: 2020] as compared with [removed: 2018] [added: 2019] primarily due to [removed: acquisitions and] organic [removed: volume growth.][added: growth and acquisitions.]

Labor and testing supplies for the year ended December 31, [removed: 2019,] [added: 2020,] comprise [removed: over 71.3%] [added: approximately 73.0%] of the Company’s cost of revenues.

Cost of revenues has increased over the two-year period ended December 31, [removed: 2019,] [added: 2020,] primarily due to the impact of acquisitions, overall growth in the Company's volume, [added: including COVID-19 Testing,] and increases in merit-based labor costs.

| | [added: | |] Years Ended December 31, | | | | | | | | | | [added: | | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

| Selling, general and administrative expenses | [added: | |] $ | [removed: 1,624.5] [added: 1,729.3] | | | [added: | |] $ | [removed: 1,570.9] [added: 1,624.5] | | | [removed: 3.4] | [added: | 6.5 | |] % |

| SG&A as a % of revenues | [removed: 14.1] | | [added: 12.4 | |] % | | [removed: 13.9] | | [added: 14.1 | |] % | | | | [added: | | |]

Selling, general and administrative expenses as a percentage of revenues [removed: increased] [added: decreased] to [removed: 14.1%] [added: 12.4%] in [removed: 2019] [added: 2020] compared to [removed: 13.9%] [added: 14.1%] in [removed: 2018.][added: 2019.]

The [removed: increase] [added: decrease] in selling, general and administrative expenses as a percentage of revenues is primarily due to [removed: acquisitions] [added: the contribution of COVID-19 Testing on revenues] and [removed: cybersecurity investments.][added: less acquisition activity.]

During 2019, the Company incurred [added: special charges of] $69.2 of acquisition and divestiture related costs, $15.2 in management transition costs, [removed: $11.5 in costs related to the Retrieval-Masters Credit Bureau, Inc. d/b/a/ American Medical Collection Agency (AMCA) data breach,] and $10.1 of non-capitalized costs associated with the implementation of a major system as part of its LaunchPad business process improvement initiative, partially offset by [removed: $9.1] [added: $11.7] in [removed: reimbursements related to the 2018 ransomware attack and a $14.1 gain related to the settlement of a contingent purchase price related to a 2016 acquisition.][added: other miscellaneous items.]

These items increased selling, general and administrative expenses by [removed: $82.8.][added: $51.9.]

[removed: In addition,] [added: During 2020,] the Company incurred [removed: $9.8] [added: special charges] of [added: $28.3 of acquisition and divestiture related costs, $10.4 in COVID-related costs, $14.6 in management transition costs, and $1.3 of] non-capitalized costs associated with the implementation of a major system as part of its LaunchPad business process improvement [removed: initiative.][added: initiative, partially offset by $2.7 related to miscellaneous other items.]

Excluding these charges, selling, general and administrative expenses as a percentage of revenues were [removed: 13.0%] [added: 12.0%] for the year ended December 31, [removed: 2018.][added: 2020.]

| | [added: | |] Years Ended December 31, | | | | | | | | | | [added: | | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

| Amortization of intangibles and other assets | [added: | |] $ | [removed: 243.2] [added: 275.4] | | | [added: | |] $ | [removed: 231.7] [added: 243.2] | | | [removed: 5.0] | [added: | 13.2 | |] % |

| | [added: | |] Years Ended December 31, | | | | | | | | | | [added: | | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] Change | | [added: |]

| Restructuring and other charges | [added: | |] $ | [removed: 54.6] [added: 40.6] | | | [added: | |] $ | [removed: 48.1] [added: 54.6] | | | [removed: 13.5] | [added: | (25.6) | |] % | [added: | | |]

During 2019, the Company recorded net restructuring charges of $54.6; $26.7 within [removed: LCD] [added: Dx] and $27.9 within [removed: CDD.][added: DD.]

The charges were offset by the reversal of previously established [removed: reserves] [added: liability] of $1.7 in unused severance and $1.5 in unused facility-related costs.

During [removed: 2018,] [added: 2020,] the Company recorded net restructuring charges of [removed: $48.1; $20.5] [added: $40.6; $15.3] within [removed: LCD] [added: Dx] and [removed: $27.6] [added: $25.3] within [removed: CDD.][added: DD.]

During the year ended December 31, 2020, the Company's revenues grew by 21.0%, due to organic growth of 19.0%, acquisitions of 1.8% and favorable foreign currency translation of 0.4%, partially offset by the disposition of a business of 0.2%.

The 19.0% increase in organic revenues includes the 24.1% contribution from PCR and antibody COVID-19 testing (COVID-19 Testing), partially offset by the 5.1% reduction in the Company's organic Base Business due to the pandemic.

Base Business includes the Company's business operations except for COVID-19 Testing.

The decline in the organic Base Business includes the negative impact of the U.S. Protecting Access to Medicare Act of 2014 (PAMA) of 0.6%.

In March 2020, COVID-19 was declared a pandemic.

COVID-19 has had and continues to have an extensive impact on the global health and economic environments.

Given the continued unpredictability of the COVID-19 pandemic and the corresponding government restrictions and customer behavior, there are a wide-range of feasible financial results for 2021.

Throughout 2020, the Company's COVID-19 Testing has helped to offset the pressure experienced in the Base Business.

To date, the Company has performed more than 18 million PCR and 3.0 million antibody COVID-19 tests and as of February 25, 2021, has the capacity to perform 275,000 PCR and 300,000 antibody tests per day, subject to the availability of equipment and testing supplies and key personnel.

During 2020, the Company recorded goodwill and other asset impairment charges of $462.1, $450.5 within DD and $11.6 within Dx, as a result of the COVID-19 pandemic.

The Company concluded that the fair value was less than carrying value for two of its reporting units and recorded goodwill impairment of $418.7 and $3.7 for DD and Dx, respectively.

Additional impairment of identifiable intangible and tangible assets of $31.5 and $7.9 was recorded for DD and Dx, respectively, for impairment of a tradename, software, customer relationships, technology assets, and a note receivable.

There remains significant uncertainty regarding the duration and severity of the pandemic and its impact on the Company’s business, results of operations and financial position for 2021.

For more information regarding the risks associated with COVID-19 and its impact on the Company’s business, see Risk Factors in Part I - Item 1A.

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| Dx | | | $ | 9,253.4 | | | | | $ | 7,000.1 | | | | | 32.2 | | % |

| DD | | | 4,877.7 | | | | | | 4,578.1 | | | | | | 6.5 | | % |

| Total | | | $ | 13,978.5 | | | | | $ | 11,554.8 | | | | | 21.0 | | % |

The 19.0% increase in organic revenues includes the 24.1% contribution from COVID-19 Testing, partially offset by the 5.1% reduction in the Company's organic Base Business, which the Company believes was due to the pandemic.

The decline in the organic Base Business includes the negative impact of PAMA of 0.6%.

The increase in revenues was due to organic growth of 30.9% and acquisitions of 1.3%.

The 30.9% increase in organic revenue was due to a 39.8% contribution from COVID-19 Testing, partially offset by an 8.9% decline of the organic Base Business which includes a 1.0% negative impact from PAMA.

Total volume, measured by requisitions, increased by 7.8% as organic volume increased by 6.5% and acquisition volume contributed growth of 1.3%.

The organic volume growth is due to demand for COVID-19 Testing of 21.2%, partially offset by a 14.7% reduction of organic Base Business.

Price/mix increased by 24.4% due to COVID-19 Testing of 18.6% and Base Business of 5.8%.

The Base Business price includes the negative impact from PAMA of 1.0%.

The increase in organic revenue was primarily driven by COVID-19 PCR testing through its Central Laboratories unit along with broad based demand including COVID-19 vaccine and therapeutic work, partially offset by the negative impact from the pandemic.

The pandemic continues to cause delays in clinical trial progression and associated testing, reductions in investigator site access, as well as interruptions to the supply chain.

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Cost of revenues as a percentage of revenues decreased to 64.6% in 2020 as compared to 71.9% in 2019.

This decrease was primarily due to the impact of COVID-19 Testing on revenues and LaunchPad savings, partially offset by PAMA and higher personnel costs (primarily driven by merit increases and one additional payroll day that predominantly impacted Dx).

During 2020, the Company incurred special charges of $1.9 of acquisition and divestiture related costs, $36.5 in COVID-related costs, and $1.1 related to miscellaneous other items.

Additionally, the Company recorded COVID-19 related accounts receivable reserves of $17.0, which are recorded as a reduction of revenues.

Excluding these charges, cost of revenues as a percentage of revenues were 64.2% for the year ended December 31, 2020.

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The decrease in selling, general and administrative expenses as a percentage of revenues is primarily due to leveraging the Company's infrastructure on higher revenue, partially offset by a $15.0 initial contribution to establish the Labcorp Charitable Foundation which supports the Company's strategic mission to improve health and improve lives with contributions focused on health and welfare, education and community.

During the year ended December 31, 2019, the Company's revenue grew by 2.0%, driven by growth from acquisitions of 2.3% and organic growth of 1.6% (which includes the negative impact from PAMA of 0.9%), partially offset by the disposition of businesses of 1.4% and negative foreign currency translation of 0.5%.

On June 3, 2019, the Company's CDD segment completed the acquisition of Envigo's nonclinical contract research services business, expanding CDD's global nonclinical drug development capabilities with additional locations and resources.

Additionally, the Company divested the Covance Research Products (CRP) business, which was a part of the CDD segment, to Envigo.

As part of this sale, CDD entered into a multi-year, renewable supply agreement with Envigo.

The Company paid cash consideration of $601.0, received a floating rate secured note of $110.0, and recorded a loss on the sale of CRP of $12.2.

The Company funded the transaction through a new term loan facility.

The Company is also exposed to risks related to information security arising from the information technology systems and operations of third parites, including thosse of the Company's vendors and partners.

For example, on May 14, 2019, Retrieval-Masters Credit Bureau, Inc. d/b/a/ American Medical Collections 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).

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

The Company's systems were not impacted by the AMCA Incident.

Upon learning of the AMCA Incident, the Company promptly stopped sending new collection requests to AMCA and stopped AMCA from continuing to work on any pending collection requests on behalf of the Company.

AMCA informed the Company that it appeared that an unauthorized user had access to AMCA's system between August 1, 2018 and March 30, 2019, and that AMCA could not rule out the possibility that personal

information on AMCA's system was at risk during that time period.

Information on AMCA's affected system from the Company may have included name, address, and balance information for the patient and person responsible for payment, along with the patient's phone number, date of birth, referring physician, and date of service.

The Company was later informed by AMCA that health insurance information may have been included for some individuals, and because some insurance carriers utilize the Social Security Number as a subscriber identification number, the Social Security Number for some individuals may also have been affected.

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

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 will be provided free of charge for 24 months.

The Company has incurred, and expects to continue to incur, costs related to the AMCA Incident.

In addition, the Company is involved in pending and threatened litigation related to the AMCA Incident, as well as various government and regulatory inquiries and processes.

For additional information about the AMCA Incident, see Note 16 Commitments and Contingencies to the Consolidated Financial Statements.

Unless further implementation of PAMA is delayed or changed, an additional reduction of approximately $90.0 is expected for 2020.

Effective January 1, 2019, the Company adopted Accounting Standards Codification (ASC) 842 *Leases* using the modified retrospective method.

The Company elected the package of practical expedients, which includes not reassessing whether existing contracts contain leases under the new definition of a lease, reassessing the classification of existing leases, and reassessing whether previously capitalized initial direct costs qualify for capitalization under the new standard.

The Company also elected not to separate lease and non-lease components.

The adoption of this standard resulted in the recording of $778.1 of additional operating lease liabilities as of December 31, 2019.

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| LCD | $ | 7,000.1 | | | $ | 7,030.8 | | | (0.4 | )% |

| CDD | 4,578.1 | | | | 4,313.1 | | | | 6.1 | % |

| Total | $ | 11,554.8 | | | $ | 11,333.4 | | | 2.0 | % |

The decline in revenues was due to the negative impact from the disposition of businesses of 1.9% and negative currency translation of 0.1%, partially offset by acquisitions of 1.2% and organic revenue growth of 0.4% which includes the negative impact of lower reimbursement from PAMA of 1.5%.

Excluding pass-throughs, organic revenue grew mid-to-high single digits.

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Cost of revenues as a percentage of revenues remained consistent in 2019 as compared to 2018 at approximately 72.0%.

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Although, as set forth below, the Company’s zero-coupon subordinated notes contained features [added: that] were considered to be embedded derivative instruments, the Company does not hold or issue derivative financial instruments for trading purposes.

Approximately [removed: 12.7%] [added: 10.7%] and [removed: 13.6%] [added: 12.7%] of the Company's revenues for the year ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively, were denominated in currencies other than the U.S. dollar (USD).

[added: In both 2020 and 2019, the most significant] currency exchange rate exposures were to the Canadian dollar, Swiss franc, euro and British pound.

Excluding the impacts from any outstanding or future hedging transactions, a hypothetical change of 10% in average exchange rates used to translate all foreign currencies to USD would have impacted income before income taxes for [removed: 2019] [added: 2020] by approximately [removed: $4.3.][added: $9.1.]

Gross accumulated currency translation adjustments recorded as a separate component of shareholders’ equity were [removed: $104.4] [added: $264.1] and [removed: $(176.6)] [added: $104.4] at December 31, [removed: 2019,] [added: 2020,] and [removed: 2018,] [added: 2019,] respectively.

At December 31, [removed: 2018,] [added: 2020,] the Company had [removed: 34] [added: 31] open foreign exchange forward contracts with various amounts maturing monthly through January [removed: 2019] [added: 2021] with a notional value totaling approximately [removed: $487.9.][added: $601.2.]

The Company is party to USD to Swiss Franc cross-currency swap agreements with [removed: an aggregate] [added: a] notional amount of $600.0, maturing in 2022 and 2025, as a hedge against the impact of foreign exchange movements on its net investment in [removed: a] [added: its] Swiss Franc functional currency subsidiary.

As of December 31, [removed: 2019,] [added: 2020,] and [removed: 2018,] [added: 2019,] the Company had approximately $375.0 and [removed: $0.0,] [added: $375.0,] respectively, of unhedged variable rate debt under the 2019 term loan credit [removed: facility and $0.0 and $527.1, respectively, under the 2017 term loan credit] facility.

On December 19, 2019, the Company redeemed any remaining outstanding zero-coupon subordinated notes due 2021 (the zero-coupon notes) that [removed: did] [added: had] not [removed: convert.][added: previously converted.]

The Company exited the remaining fixed-to-variable interest rate swap agreement in August 2020, in connection with the redemption of the remaining $412.2 of its 4.625% Senior Notes due November 15, 2020, and recorded a gain of $1.6 on the extinguishment.

In both 2019 and 2018, the most significant

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[removed: LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES][added: | Net earnings attributable to Laboratory Corporation of America Holdings | | | — | | | | | | — | | | | | | 883.7 | | | | | | — | | | | | | — | | | | | | 883.7 | | |]

| | [removed: December] [added: | | December] 31, [removed: 2019] [added: 2020] | | | | [removed: December] [added: | | December] 31, [removed: 2018] [added: 2019] | | | [added: | | | December 31, 2018 | | |]

| ASSETS | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 337.5] [added: 1,320.8] | | | [added: | |] $ | [removed: 426.8] [added: 337.5] | |

| Accounts receivable | [removed: 1,543.9] | | [added: $] | [added: 2,479.8] | [removed: 1,467.9] | | | [added: | $ | 1,543.9 | |]

| Unbilled services | [removed: 481.4] | | [added: 536.8] | | [removed: 394.4] | | | [added: | 481.4 | | |]

| Supplies inventory | [removed: 244.7] | | [added: 423.2] | | [removed: 237.3] | | | [added: | 244.7 | | |]

| Prepaid expenses and other | [removed: 373.7] | | [added: 364.8] | | [removed: 309.0] | | | [added: | 373.7 | | |]

| Total current assets | [removed: 2,981.2] | | [added: 5,125.4] | | [removed: 2,835.4] | | | [added: | 2,981.2 | | |]

| Property, plant and equipment, net | [removed: 2,636.6] | | [added: 2,729.6] | | [removed: 1,740.3] | | | [added: | 2,636.6 | | |]

| Goodwill, net | [removed: 7,865.0] | | [added: 7,751.5] | | [removed: 7,360.3] | | | [added: | 7,865.0 | | |]

| Intangible assets, net | [removed: 4,034.5] | | [added: 3,961.1] | | [removed: 3,911.1] | | | [added: | 4,034.5 | | |]

| Joint venture partnerships and equity method investments | [removed: 84.9] | | [added: 73.5] | | [removed: 60.5] | | | [added: | 84.9 | | |]

| Deferred income taxes | [removed: 8.8] | | [added: 20.6] | | [removed: 1.7] | | | [added: | 8.8 | | |]

| Other assets, net | [removed: 435.4] | | [added: 410.0] | | [removed: 276.0] | | | [added: | 435.4 | | |]

| Total assets | [added: | |] $ | [removed: 18,046.4] [added: 20,071.7] | | | [added: | |] $ | [removed: 16,185.3] [added: 18,046.4] | |

| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | [added: | | | |]

| Current liabilities: | | | | | | | | [added: | | | |]

| Accounts payable | [added: | |] $ | [removed: 632.3] [added: 638.9] | | | [added: | |] $ | [removed: 634.6] [added: 632.3] | |

| Accrued expenses and other | [removed: 942.4] | | [added: 1,357.7] | | [removed: 870.0] | | | [added: | 942.4 | | |]

| Unearned revenue | [removed: 451.0] | | [added: 506.5] | | [removed: 356.4] | | | [added: | 451.0 | | |]

| Short-term operating lease liabilities | [removed: 206.5] | | [added: 192.0] | | [removed: —] | | | [added: | 206.5 | | |]

| Short-term finance lease liabilities | [removed: 8.4] | | [added: 6.7] | | [removed: 7.9] | | | [added: | 8.4 | | |]

| Short-term borrowings and current portion of long-term debt | [removed: 415.2] | | [added: 376.7] | | [removed: 10.0] | | | [added: | 415.2 | | |]

| Total current liabilities | [removed: 2,655.8] | | [added: 3,078.5] | | [removed: 1,878.9] | | | [added: | 2,655.8 | | |]

| Long-term debt, less current portion | [removed: 5,789.8] | | [added: 5,419.0] | | [removed: 5,990.9] | | | [added: | 5,789.8 | | |]

| Operating lease liabilities | [removed: 596.6] | | [added: 677.6] | | [removed: —] | | | [added: | 596.6 | | |]

| Financing lease liabilities | [removed: 91.1] | | [added: 84.4] | | [removed: 51.0] | | | [added: | 91.1 | | |]

| Deferred income taxes and other tax liabilities | [removed: 942.8] | | [added: 905.4] | | [removed: 940.0] | | | [added: | 942.8 | | |]

| Other liabilities | [removed: 383.2] | | [added: 526.4] | | [removed: 334.0] | | | [added: | 383.2 | | |]

| Total liabilities | [removed: 10,459.3] | | [added: 10,691.3] | | [removed: 9,194.8] | | | [added: | 10,459.3 | | |]

| Commitments and contingent liabilities | | | | | | | | [added: | | | |]

| Noncontrolling interest | [removed: 20.1] | | [added: 20.7] | | [removed: 19.1] | | | [added: | 20.1 | | |]

| Shareholders’ equity | | | | | | | | [added: | | | |]

| Common stock, [removed: 97.2] [added: 97.5] and [removed: 98.9] [added: 97.2] shares outstanding at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively | [added: | |] 9.0 | | | | [removed: 11.7] | | [added: 9.0] | [added: | |]

| Additional paid-in capital | [removed: 26.8] | | [added: 110.3] | | [removed: 1,451.1] | | | [added: | 26.8 | | |]

| Retained earnings | [removed: 7,903.6] | | [added: 9,402.3] | | [removed: 7,079.8] | | | [added: | 7,903.6 | | |]

| [removed: Less common stock held] [added: Common Shares Held] in [removed: treasury] [added: Treasury] | [removed: —] | | | | [removed: (1,108.1] | | [removed: )] | [added: | | | | | | | | | |]

| Accumulated other comprehensive loss | [removed: (372.4] | | [removed: )] [added: (161.9)] | | [removed: (463.1] | | [removed: )] | [added: | (372.4) | | |]

| Accounts receivable, net of allowance for doubtful accounts of $22.1 and $19.0 as of December 31, 2020 and 2019, respectively | | | 2,479.8 | | | | | | 1,543.9 | | |

F-5

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| Goodwill and other asset impairments | | | 462.1 | | | | | | — | | | | | | — | | |

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| Adoption of credit loss accounting standard | | | — | | | | | | — | | | | | | (7.0) | | | | | | — | | | | | | — | | | | | | (7.0) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stock compensation | | | — | | | | | | 111.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 111.7 | | |

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| Purchase of common stock | | | — | | | | | | (49.6) | | | | | | (50.4) | | | | | | — | | | | | | — | | | | | | (100.0) | | |

| BALANCE AT DECEMBER 31, 2020 | | | $ | 9.0 | | | | | $ | 110.3 | | | | | $ | 9,402.3 | | | | | $ | — | | | | | $ | (161.9) | | | | | $ | 9,359.7 | |

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| Goodwill and other asset impairments | | | 462.1 | | | | | | — | | | | | | — | | |

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Laboratory Corporation of America® Holdings (Labcorp® or the Company) is a leading global life sciences company that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers, and patients make clear and confident decisions.

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

With over 72,400 employees, the Company serves clients in more than 100 countries.

As part of the Company's rebranding initiative announced in December 2020, the Company changed the names of its segments, which were previously referred to as LabCorp Diagnostics and Covance Drug Development.

The Company recorded an opening retained earnings adjustment of $7.0 with the adoption of this standard on January 1, 2020.

In August 2018, the FASB issued a new accounting standard to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.

Novel Coronavirus (COVID-19) Financial Statement Impact

In March 2020, COVID-19 was declared a pandemic.

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| BALANCE AT DECEMBER 31, 2016 | $ | 12.1 | | | $ | 2,131.7 | | | $ | 4,969.0 | | | $ | (1,012.7 | ) | | $ | (581.9 | ) | | $ | 5,518.2 | |

| Purchase of common stock | (0.2 | | ) | | (337.9 | | ) | | — | | | | — | | | | — | | | | (338.1 | | ) |

| Stock compensation | 107.0 | | | | 91.6 | | | | 109.7 | | |

| Acquisition of licensing technology | — | | | | — | | | | (2.5 | | ) |

| Cash and cash equivalents included in assets held for sale | — | | | | — | | | | (0.1 | | ) |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Laboratory Corporation of America Holdings® together with its subsidiaries (the Company), is a leading global life sciences company that is deeply integrated in guiding patient care, providing comprehensive clinical laboratory and end-to-end drug development services.

The Company’s mission is to improve health and improve lives by delivering world-class diagnostic solutions, bringing innovative medicines to patients faster and using technology to provide better care.

The Company serves a broad range of customers, including managed care organizations (MCOs), biopharmaceutical companies, governmental agencies, physicians and other healthcare providers (e.g. physician assistants and nurse practitioners, generally referred to herein as physicians), hospitals and health systems, employers, patients and consumers, contract research organizations (CROs) and independent clinical laboratories.

During 2018, the Company sold its Covance Food Solutions (CFS) business, which provided food testing and integrity services, as well as its domestic and international forensic analysis businesses.

In February 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standard that sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors).

The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and direct financing leases.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The standard had a material impact in the consolidated balance sheets, but no material impact in the consolidated income statements.

The most significant impact was the recognition of right-of-use (ROU) assets and lease liabilities for operating leases.

Other

In July 2017, the FASB issued a new accounting standard intended to reduce the complexity associated with the issuer's accounting for certain financial instruments with characteristics of liabilities and equity.

Specifically, a down round feature would no longer cause a free-standing equity-linked financial instrument (or embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings.

In February 2018, the FASB issued a new accounting standard update that gives entities the option to reclassify to retained earnings tax effects related to items in accumulated other comprehensive income that the FASB refers to as having been stranded in accumulated other comprehensive income as a result of tax reform.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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including types of awards, employee class, and historical experience.

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The Company will continue to monitor the financial performance of and assumptions for one of the CDD reporting units for which a combination of income and market approaches was performed in 2019 and where the fair value exceeded carrying value by approximately 10%.

Goodwill for this reporting unit as of December 31, 2019, was $2.2 billion.

Management notes that a 1% change in the discount rate would reduce the headroom to approximately 1%.

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Washington, [removed: DC] [added: D.C.] 20549

[removed: FORM 10-K][added: FORM 10-K]

For the fiscal year ended December 31, [removed: 2019][added: 2020]

LABORATORY [removed: CORP] [added: CORPORATION] OF AMERICA HOLDINGS

| Delaware | | [added: | | | |] 13-3757370 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 358 South Main Street | | | | [added: | | | | | | | |]

| Burlington, | [added: | |] North Carolina | | [added: | | | |] 27215 | [added: | |]

| (Address of principal executive offices) | | | [added: | | | | | |] (Zip Code) | [added: | |]

(Registrant's telephone number, including area code) [removed: 336\-229-1127][added: 336-229-1127]

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of exchange on which registered | [added: | |]

| Common Stock, $0.10 par value | [added: | |] LH | [added: | |] New York Stock Exchange | [added: | |]

Indicate by check mark [removed: whether] [added: if] the registrant is [added: a] well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

As of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $16.1] [added: $15.2] billion, based on the closing price on such date of the registrant’s common stock on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: [removed: 97.3] [added: 97.6] million shares as of February [removed: 26, 2020.][added: 24, 2021.]

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement to be filed no later than 120 days following December 31, [removed: 2019,] [added: 2020,] are incorporated by reference into Part III.

| | | [added: | | | |] Page | [added: | |]

| Item 1. | [removed: [Business](#s4C86B3C070B95C69940A1F54E3992C51)] | [removed: [4](#s4C86B3C070B95C69940A1F54E3992C51)] | [added: [Business](#i08a97689c07947999e3806624f21762c_13) | | | [9](#i08a97689c07947999e3806624f21762c_13) | | |]

[removed: | | [Sales, Marketing] [added: Sales, Marketing,] and Customer [removed: Service](#s9DE9E3283A155B4A9AA2EF0B8EC9E140) | [20](#s9DE9E3283A155B4A9AA2EF0B8EC9E140) |][added: Service]

| Item 1A. | [added: | |] [Risk [removed: Factors](#sD371E156FBB650778E3935B39A7640A4)] [added: Factors](#i08a97689c07947999e3806624f21762c_61)] | [removed: [31](#sD371E156FBB650778E3935B39A7640A4)] | [added: | [30](#i08a97689c07947999e3806624f21762c_61) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sA4A3CC91089A518EA0710E9885FCE497)] [added: Comments](#i08a97689c07947999e3806624f21762c_64)] | [removed: [44](#sA4A3CC91089A518EA0710E9885FCE497)] | [added: | [45](#i08a97689c07947999e3806624f21762c_64) | | |]

| Item 2. | [removed: [Properties](#sAAAE477654FA52A8B2A8CBAB1362F59C)] | [removed: [45](#sAAAE477654FA52A8B2A8CBAB1362F59C)] | [added: [Properties](#i08a97689c07947999e3806624f21762c_67) | | | [46](#i08a97689c07947999e3806624f21762c_67) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#sFD999915C5A15EC782979AB57C91B751)] [added: Proceedings](#i08a97689c07947999e3806624f21762c_70)] | [removed: [46](#sFD999915C5A15EC782979AB57C91B751)] | [added: | [47](#i08a97689c07947999e3806624f21762c_70) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s58E7CCD3C2AC55A39558D617B57775F1)] [added: Disclosures](#i08a97689c07947999e3806624f21762c_73)] | [removed: [46](#s58E7CCD3C2AC55A39558D617B57775F1)] | [added: | [47](#i08a97689c07947999e3806624f21762c_73) | | |]

| Item 5. | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sC083E78A1C03571F87D22E6DBAB511D2)] [added: Securities](#i08a97689c07947999e3806624f21762c_79)] | [removed: [47](#sC083E78A1C03571F87D22E6DBAB511D2)] | [added: | [48](#i08a97689c07947999e3806624f21762c_79) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#s144A2ACCDF56582DB9D4AD0BEDCBA3CA)] [added: Data](#i08a97689c07947999e3806624f21762c_82)] | [removed: [48](#s144A2ACCDF56582DB9D4AD0BEDCBA3CA)] | [added: | [49](#i08a97689c07947999e3806624f21762c_82) | | |]

| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sB06B27D142255137B0159694184AD0CB)] [added: Operations](#i08a97689c07947999e3806624f21762c_85)] | [removed: [49](#sB06B27D142255137B0159694184AD0CB)] | [added: | [49](#i08a97689c07947999e3806624f21762c_85) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s8003EA55B9EC5F3086A02B46874FC93A)] [added: Risk](#i08a97689c07947999e3806624f21762c_100)] | [removed: [64](#s8003EA55B9EC5F3086A02B46874FC93A)] | [added: | [62](#i08a97689c07947999e3806624f21762c_100) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s67AFECC96ED05E0C92B9D14A4258AD22)] [added: Data](#i08a97689c07947999e3806624f21762c_103)] | [removed: [65](#s67AFECC96ED05E0C92B9D14A4258AD22)] | [added: | [63](#i08a97689c07947999e3806624f21762c_103) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s763711C16C5254518ED72B911AAB3B43)] [added: Disclosure](#i08a97689c07947999e3806624f21762c_106)] | [removed: [65](#s763711C16C5254518ED72B911AAB3B43)] | [added: | [63](#i08a97689c07947999e3806624f21762c_106) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#s654538CA7BE954F696C4E51DE6580A96)] [added: Procedures](#i08a97689c07947999e3806624f21762c_109)] | [removed: [65](#s654538CA7BE954F696C4E51DE6580A96)] | [added: | [63](#i08a97689c07947999e3806624f21762c_109) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s15FD8AD49C045B83806AA6F60A6BE7CB)] [added: Information](#i08a97689c07947999e3806624f21762c_112)] | [removed: [66](#s15FD8AD49C045B83806AA6F60A6BE7CB)] | [added: | [64](#i08a97689c07947999e3806624f21762c_112) | | |]

| | [removed: [Part III](#sC88DA42185D4541CAF2EECEF46A356B1)] | | [added: [Part III](#i08a97689c07947999e3806624f21762c_115) | | | | | |]

| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s6F1E4953634B53EEB3CE7ED2D0854813)] [added: Governance](#i08a97689c07947999e3806624f21762c_118)] | [removed: [67](#s6F1E4953634B53EEB3CE7ED2D0854813)] | [added: | [64](#i08a97689c07947999e3806624f21762c_118) | | |]

| Item 11. | [added: | |] [Executive [removed: Compensation](#s9AED62C8907C5A2AB0321453DC1D0C33)] [added: Compensation](#i08a97689c07947999e3806624f21762c_121)] | [removed: [67](#s9AED62C8907C5A2AB0321453DC1D0C33)] | [added: | [64](#i08a97689c07947999e3806624f21762c_121) | | |]

| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sEABB5C91F60E58788B4C97493E9AD524)] [added: Matters](#i08a97689c07947999e3806624f21762c_124)] | [removed: [67](#sEABB5C91F60E58788B4C97493E9AD524)] | [added: | [64](#i08a97689c07947999e3806624f21762c_124) | | |]

| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s30D2A6293AF957B9ACF87BF690CE6121)] [added: Independence](#i08a97689c07947999e3806624f21762c_127)] | [removed: [67](#s30D2A6293AF957B9ACF87BF690CE6121)] | [added: | [64](#i08a97689c07947999e3806624f21762c_127) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No \[ \].

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| | | | | | | | | |

| | | | [Summary of Material Risks](#i08a97689c07947999e3806624f21762c_2392) | | | [4](#i08a97689c07947999e3806624f21762c_2392) | | |

| | | | [Part I](#i08a97689c07947999e3806624f21762c_10) | | | | | |

| | | | | | | | | |

| | | | [Part II](#i08a97689c07947999e3806624f21762c_76) | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | [Part IV](#i08a97689c07947999e3806624f21762c_133) | | | | | |

Summary of Material Risks

Laboratory Corporation of America® Holdings together with its subsidiaries (Labcorp® or the Company) is subject to a variety of risks and uncertainties, including risks that could have a material adverse effect on its business, consolidated financial condition, revenues, results of operations, profitability, reputation, and cash flows.

This summary should be read together with the more detailed description of the risks that the Company deems material described under “Risk Factors” in Item 1A of this Annual Report on Form 10-K (Annual Report) and should not be relied upon as an exhaustive summary of the material risks facing the Company’s business.

In addition to the following summary, investors should carefully consider all of the information set forth in this Annual Report, before deciding to invest in any of the Company’s securities.

The risks below are not the only ones that the Company faces.

Additional risks not presently known to the Company, or that it presently deems immaterial, may also negatively impact the Company.

This Annual Report also includes forward-looking statements, immediately following this risk summary, that involve risks or uncertainties.

The Company’s results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere.

Risks Related to the COVID-19 Pandemic

a.The effects of the COVID-19 pandemic could have material adverse impacts on the Company’s business, results of operations, cash flows, and financial position.

b.If the Company does not respond appropriately to the ongoing COVID-19 pandemic, or if the Company’s customers do not perceive its response to be adequate, the Company could suffer damage to its reputation, which could adversely affect its business.

c.The success of the Company is dependent in part on the efforts of its management team and employees, and the COVID-19 pandemic could divert or hinder the Company’s human capital resources.

d.The ongoing COVID-19 pandemic has created significant volatility, uncertainty, and economic disruption that could have an adverse effect on the Company’s financial position.

Risks Related to Regulatory and Compliance Matters

a.Changes in payer regulations or policies, insurance regulations or approvals, or changes in or interpretations of, other laws, regulations or policies in the U.S. or globally may have a material adverse effect upon the Company.

b.The Company could face significant monetary damages and penalties and/or exclusion from government programs if it violates anti-fraud and abuse laws.

c.The Company’s business could be harmed from the loss or suspension of a license or imposition of fines or penalties under, or future changes in, or interpretations of, the law or regulations of the Clinical Laboratory Improvement Act of 1967, and the Clinical Laboratory Improvement Amendments of 1988 (CLIA), or those of Medicare, Medicaid or other national, state, or local agencies in the U.S. and other countries where the Company operates laboratories.

d.Failure of the Company or its third party service providers to comply with privacy and security laws and regulations could result in fines, penalties, and damage to the Company’s reputation with customers and have a material adverse effect upon the Company’s business.

e.The Company’s international operations could subject it to additional risks and expenses that could have a material adverse impact on the business or results of operations, including exposure to liabilities under tax, trade, anti-corruption, and data privacy laws.

f.Failure to comply with the regulations of drug regulatory agencies could result in fines, penalties, and sanctions and have a material adverse effect upon the Company.

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| | | |

| | [Part I](#sF304B3686FEF5361962154675E56155A) | |

| | [Business Segments](#s8C3FE5C0C4F8511180A283ACE8F8E063) | [7](#s1CE44551A2E251058C0B6EA5E751438C) |

| | [LabCorp Diagnostics Segment](#s1CE44551A2E251058C0B6EA5E751438C) | [7](#s1CE44551A2E251058C0B6EA5E751438C) |

| | [Covance Drug Development Segment](#s1E1EA9901AE056D4AC3391C4FFF50FB1) | [15](#s1E1EA9901AE056D4AC3391C4FFF50FB1) |

| | [Customers](#sBC8C0F3D4FBC5052B6DCB613179C33FD) | [19](#sBC8C0F3D4FBC5052B6DCB613179C33FD) |

| | [Capital Allocation](#s92277F05522655C08A3680874C0E14BB) | [19](#s92277F05522655C08A3680874C0E14BB) |

| | [Seasonality](#s56C122123739558E8B2AE554497B0211) | [20](#s3F3F673F99315EBDBEF623B1CE1A7B0C) |

| | [Investments in Joint Venture Partnerships](#sF18C01FDF00754D384A54856AD1870B7) | [20](#sF18C01FDF00754D384A54856AD1870B7) |

| | [Information Systems](#sFD19595934345F3CBB89CE676E688F42) | [21](#sFD19595934345F3CBB89CE676E688F42) |

| | [Quality](#s44BA8265A0AA5A66AC798A3A8264CB04) | [21](#s44BA8265A0AA5A66AC798A3A8264CB04) |

| | [Intellectual Property Rights](#s4EB932CAA03D512FB5BBCD5365AEB3DE) | [22](#s4EB932CAA03D512FB5BBCD5365AEB3DE) |

| | [Employees](#sEA0E5553E58557FA9AF2E31F2514498C) | [23](#sEA0E5553E58557FA9AF2E31F2514498C) |

| | [Regulation and Reimbursement](#s6AE8235DCEF05D3EB09876654CC91CB5) | [23](#s6AE8235DCEF05D3EB09876654CC91CB5) |

| | [Compliance Program](#sC5D1FDCB7E875FD38EF4141467CD9392) | [30](#sC5D1FDCB7E875FD38EF4141467CD9392) |

| | [Information Security](#s937A75FA44F45912A15830E5134D0574) | [30](#s937A75FA44F45912A15830E5134D0574) |

| | | |

| | [Part II](#s95A8C61B66235C16B7EFF7789945C7EC) | |

| | | |

| | | |

| | [Part IV](#s485F145F12885F04B0FAFE72EF447793) | |

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| --- | --- |

Laboratory Corporation of America® Holdings (LabCorp® or the Company) is a leading global life sciences company that is deeply integrated in guiding patient care.

The Company provides comprehensive clinical laboratory and end-to-end drug development services through its LabCorp Diagnostics (LCD) and Covance Drug Development (CDD) segments.

With nearly 65,000 employees worldwide, the Company’s mission is to improve health and improve lives by delivering world-class diagnostics, accelerating the availability of innovative medicines to patients, and using technology to change the way care is delivered.

[removed: LabCorp] [added: Labcorp] Diagnostics [removed: (LCD)] [added: (Dx)] operates through a network of patient service centers, branches, rapid response laboratories, primary laboratories, and specialty laboratories.

The table below summarizes certain information as to [removed: LCD's] [added: Dx's] principal operating and administrative facilities as of December 31, [removed: 2019.][added: 2020.]

| Location | [added: | |] Nature of Occupancy | [added: | |]

| Primary Facilities: | | [added: | | | |]

| Birmingham, Alabama | [added: | |] Leased | [added: | |]

| Phoenix, Arizona | [added: | |] Owned | [added: | |]

| Los Angeles, California | [added: | |] Leased | [added: | |]

| Monrovia, California | [added: | |] Leased | [added: | |]

| San Diego, California | [added: | |] Leased | [added: | |]

| San Francisco, California | [added: | |] Leased | [added: | |]

| Shelton, Connecticut | [added: | |] Leased | [added: | |]

| Tampa, Florida | [added: | |] Leased | [added: | |]

| Westborough, Massachusetts | [added: | |] Leased | [added: | |]

| St. Paul, Minnesota | [added: | |] Owned | [added: | |]

| Raritan, New Jersey | [added: | |] Owned | [added: | |]

| Burlington, North Carolina (5) | [added: | |] Owned/Leased | [added: | |]

| Research Triangle Park, North Carolina (3) | [added: | |] Leased | [added: | |]

| Dublin, Ohio | [added: | |] Owned | [added: | |]

| Brentwood, Tennessee | [added: | |] Leased | [added: | |]

| Dallas, Texas | [added: | |] Leased | [added: | |]

| Houston, Texas | [added: | |] Leased | [added: | |]

| Herndon, Virginia | [added: | |] Leased | [added: | |]

| Seattle, Washington | [added: | |] Leased | [added: | |]

| Spokane, Washington (3) | [added: | |] Leased | [added: | |]

[removed: Covance] [added: Labcorp] Drug Development [removed: (CDD)] [added: (DD)] operates on a global scale.

The table below summarizes certain information as to [removed: CDD's] [added: DD's] principal operating and administrative facilities as of December 31, [removed: 2019.][added: 2020.]

| Location | [added: | |] Nature of Occupancy | [added: | |]

| Primary Facilities: | | [added: | | | |]

| Mechelen, Belgium | [added: | |] Leased | [added: | |]

| Beijing, China | [added: | |] Leased | [added: | |]

| Shanghai, China [removed: (3)] [added: (2)] | [added: | |] Owned/Leased | [added: | |]

| Muenster, Germany | [added: | |] Owned | [added: | |]

| Pune, India | [added: | |] Leased | [added: | |]

| Bangalore, India | [added: | |] Leased | [added: | |]

| Singapore | [added: | |] Leased | [added: | |]

| Geneva, Switzerland | [added: | |] Owned | [added: | |]

| Eye, United Kingdom | [added: | |] Owned | [added: | |]

| Harrogate, United Kingdom | [added: | |] Owned | [added: | |]

| [removed: Huntington,] [added: Huntingdon,] United Kingdom | [added: | |] Owned | [added: | |]

| Leeds, United Kingdom | [added: | |] Owned | [added: | |]

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| Kansas City, Missouri | Owned |

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On February [removed: 26, 2020,] [added: 24, 2021,] there were approximately [removed: 1,038] [added: 1,398] holders of record of the Common Stock.

The graph below shows the cumulative total return assuming an investment of $100 on December 31, [removed: 2014,] [added: 2015,] in each of the Company’s common stock, the Standard & Poor’s, or S&P Composite-500 Stock Index and the S&P 500 [removed: healthcare] [added: Health Care] Index, or Peer Group, and assuming that all dividends were reinvested.

Comparison of [removed: Five Year] Cumulative Total Return

| | [removed: 12/2014] | | [added: 12/2015] | | [removed: 12/2015] | | | | 12/2016 | | | | [added: | |] 12/2017 | | | | [added: | |] 12/2018 | | | | [added: | |] 12/2019 | | | [added: | | | 12/2020 | | |]

[removed: ][added: ]

The following table sets forth information with respect to purchases of shares of the Company’s Common Stock made during the quarter ended December 31, [removed: 2019,] [added: 2020,] by or on behalf of the Company:

| | [added: | |] Total Number of Shares Repurchased | | | [added: | | |] Average Price Paid Per Share | | | | [added: | |] Total Number of Shares Repurchased as Part of Publicly Announced Program | | | [added: | | |] Maximum Dollar Value of Shares that May Yet Be Repurchased Under the Program | | |

At the end of [removed: 2018,] [added: 2019,] the Company had outstanding authorization from the board of directors to purchase [removed: up to $443.5] [added: $900.0] of Company common stock.

At the end of [removed: 2019,] [added: 2020,] the Company had outstanding authorization from the board of directors to purchase [removed: an additional $900.0] [added: up to $800.0] of [removed: Company] [added: the Company's] common stock.

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| Laboratory Corporation of America Holdings | | | $ | 100.00 | | | | | $ | 103.83 | | | | | $ | 129.01 | | | | | $ | 102.20 | | | | | $ | 136.82 | | | | | $ | 164.63 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.04 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 97.31 | | | | | $ | 118.79 | | | | | $ | 126.47 | | | | | $ | 152.81 | | | | | $ | 173.36 | |

| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 800.0 | |

| November 1 - November 30 | | | — | | | | | | — | | | | | | — | | | | | | 800.0 | | |

| December 1 - December 31 | | | — | | | | | | — | | | | | | — | | | | | | 800.0 | | |

| | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

During three months ended March 31, 2020, the Company purchased 0.6 shares of its common stock at an average price of $178.85 for a total cost of $100.0.

When the Company repurchases shares, 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.

The Company reinstated its share repurchase program in October 2020 following the temporary suspension of stock repurchases beginning in March 2020 as a result of the anticipated impact of the COVID-19 pandemic.

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| Laboratory Corporation of America Holdings | $ | 100.00 | | | $ | 114.59 | | | $ | 118.98 | | | $ | 147.83 | | | $ | 117.11 | | | $ | 156.78 | |

| S&P 500 Index | $ | 100.00 | | | $ | 101.38 | | | $ | 113.51 | | | $ | 138.29 | | | $ | 132.23 | | | $ | 173.86 | |

| S&P 500 Health Care Index | $ | 100.00 | | | $ | 106.89 | | | $ | 104.01 | | | $ | 126.98 | | | $ | 135.19 | | | $ | 163.34 | |

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| | | | | | | | | | | | | | |

| October 1 - October 31 | 0.3 | | | $ | 165.91 | | | 0.3 | | | $ | 900.0 | |

| November 1 - November 30 | — | | | — | | | | — | | | 900.0 | | |

| December 1 - December 31 | — | | | — | | | | — | | | 900.0 | | |

| | 0.3 | | | $ | 165.91 | | | 0.3 | | | | | |

On February 6, 2019, the board of directors replaced the Company’s existing share repurchase plan with a new plan authorizing repurchase of up to $1.25 billion of the Company’s shares.

During 2019, the Company purchased 2.9 shares of its common stock at an average price of $154.94 for a total cost of $450.0, of which $100.0 was repurchased prior to the new plan in February 2019.

| | |

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Not applicable.

The selected financial data presented below under the captions “Statement of Operations Data” and “Balance Sheet Data” as of and for the five-year period ended December 31, 2019, are derived from consolidated financial statements of the Company, which have been audited by an independent registered public accounting firm.

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| | Years Ended December 31, | | | | | | | | | | | | | | | | | | |

| | (a) 2019 | | | | (b) 2018 | | | | (c) 2017 | | | | (d) 2016 | | | | (e) 2015 | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | |

| Revenues | $ | 11,554.8 | | | $ | 11,333.4 | | | $ | 10,308.0 | | | $ | 9,552.9 | | | $ | 8,505.7 | |

| Gross profit | 3,252.5 | | | | 3,176.4 | | | | 3,091.8 | | | | 2,854.0 | | | | 2,903.3 | | |

| Operating income (h) | 1,330.2 | | | | 1,325.7 | | | | 1,305.2 | | | | 1,270.6 | | | | 996.8 | | |

| Net earnings attributable to Laboratory | | | | | | | | | | | | | | | | | | | |

| Corporation of America Holdings | 823.8 | | | | 883.7 | | | | 1,227.1 | | | | 711.8 | | | | 437.6 | | |

| Basic earnings per common share | $ | 8.42 | | | $ | 8.71 | | | $ | 11.99 | | | $ | 6.94 | | | $ | 4.43 | |

| Diluted earnings per common share | $ | 8.35 | | | $ | 8.61 | | | $ | 11.81 | | | $ | 6.82 | | | $ | 4.35 | |

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| Basic weighted average common shares outstanding | 97.9 | | | | 101.4 | | | | 102.4 | | | | 102.5 | | | | 98.8 | | |

| Diluted weighted average common shares outstanding | 98.6 | | | | 102.6 | | | | 103.9 | | | | 104.3 | | | | 100.6 | | |

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| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents and short-term investments | $ | 337.5 | | | $ | 426.8 | | | $ | 316.6 | | | $ | 433.6 | | | $ | 716.4 | |

| Goodwill and intangible assets, net (g) | 11,899.5 | | | | 11,271.4 | | | | 11,567.0 | | | | 9,824.9 | | | | 9,526.6 | | |

| Total assets (g) (f) | 18,046.4 | | | | 16,185.3 | | | | 16,673.0 | | | | 14,334.8 | | | | 14,104.7 | | |

| Long-term obligations (f) | 7,107.6 | | | | 6,059.8 | | | | 6,762.1 | | | | 5,849.5 | | | | 6,364.2 | | |

| Total shareholders' equity | 7,567.0 | | | | 6,971.4 | | | | 6,804.1 | | | | 5,518.2 | | | | 4,945.1 | | |

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| (a) | During 2019, the Company recorded net restructuring charges of $54.6. The charges were comprised of $32.9 in severance and other personnel costs and $24.9 in facility-related costs primarily associated with facility closures and general integration initiatives. These charges were offset by the reversal of previously established reserves of $1.7 in unused severance and $1.5 in unused facility-related costs. |

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| (b) | During 2018, the Company recorded net restructuring charges of $48.1. The charges were comprised of $40.3 in severance and other personnel costs and $11.8 in facility-related costs primarily associated with facility closures and general integration initiatives. These charges were offset by the reversal of previously established reserves of $2.0 in unused severance and $2.0 in unused facility-related costs. |

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| (c) | During 2017, the Company recorded net restructuring charges of $70.9. The charges were comprised of $36.1 in severance and other personnel costs and $39.9 in facility-related costs primarily associated with facility closures and general integration initiatives. These charges were offset by the reversal of previously established reserves of $0.5 in unused severance and $4.6 in unused facility-related costs. The Company also recognized asset impairment losses of $23.5 related to the termination of software development projects within the Covance Drug Development (CDD) segment and the forgiveness of certain indebtedness for LabCorp Diagnostics (LCD) customers in areas heavily impacted by hurricanes during the third quarter. |

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| (d) | During 2016, the Company recorded net restructuring charges of $58.4. The charges were comprised of $30.9 in severance and other personnel costs and $33.8 in facility-related costs primarily associated with facility closures and general integration initiatives. These charges were offset by the reversal of previously established reserves of $2.8 in unused severance and $3.5 in unused facility-related costs. |

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| (e) | During 2015, the Company recorded net restructuring charges of $113.9. The charges were comprised of $59.2 in severance and other personnel costs and $55.8 in facility-related costs primarily associated with facility closures and general integration initiatives. These charges were offset by the reversal of previously established reserves of $1.1 in unused facility-related costs. |

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The consolidated financial statements of the Company required in this item are set forth beginning on page F-1 of this Annual Report on Form 10-K.

Information required by this item is incorporated by reference to the *Report of Independent Registered Public Accounting Firm* and the consolidated financial statements, related notes and supplementary data.

See the Index on Page F-1.

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None.

Not Applicable.

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As of the end of the period covered by this [removed: report,] [added: Annual Report,] the Company carried out under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).

Based upon this evaluation, the Company’s principal executive officer and principal [added: financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.]

There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: | • |] [added: -] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; [removed: |]

[removed: | • |] [added: -] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the U.S.; [removed: |]

[removed: | • |] [added: -] provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and [removed: |]

[removed: | • |] [added: -] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements. [removed: |]

The Company's management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

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 [removed: Treadway Commission (COSO).]

Based on this assessment, the Company's management determined that, as of December 31, [removed: 2019,] [added: 2020,] the Company maintained effective internal control over financial reporting.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, who audited and reported on the consolidated financial statements of the Company included in this [removed: annual report,] [added: Annual Report,] also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] as stated in its report, which is included herein immediately preceding the Company’s audited financial statements.

Treadway Commission (COSO).

financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

On June 3, 2019, the Company completed the acquisition of Envigo's nonclinical contract research services business.

The Company’s management has extended its oversight and monitoring processes that support internal control over financial reporting to include the acquired Envigo operations.

The Company’s management is continuing to integrate the acquired operations of Envigo's nonclinical contract research services business into the Company’s overall internal control over financial reporting process.

However, management has excluded these operations from its annual assessment of internal controls over financial reporting for the year ending December 31, 2019.

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On June 3, 2019, the Company completed the acquisition of Envigo's nonclinical contract research services business.

As a result, management has excluded Envigo from its assessment of internal control over financial reporting.

Envigo is a wholly-owned subsidiary whose total assets and total revenues, excluded from management's assessment, represent 1.3% and 1.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

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The information required by the item regarding directors is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in [removed: 2020] [added: 2021] (the [removed: 2020] [added: 2021] Proxy Statement) under the caption Election of Directors.