Labcorp Holdings (LH) 10-K risk factor changes: FY2021 vs FY2020

Given the continued unpredictability pertaining to the COVID-19 [removed: pandemic and the corresponding government restrictions and customer behavior,] [added: pandemic,] 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.

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

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

For example, the Company [removed: 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.

Further, the COVID-19 [removed: outbreak] [added: pandemic] 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, [removed: patient service centers,] [added: PSCs,] and drug development clinics.

During [removed: 2020,] [added: 2020 and 2021,] 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, [added: in 2020] the Company temporarily suspended its share repurchase program, applied a heightened threshold to acquisition [removed: activity, and delayed some of its non-COVID-19 related capital expenditures.]

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

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

These response efforts have required, and will continue to require, a large investment of time and resources that would otherwise be focused on the [added: development and growth of the Company.]

Further, the Company's ability to maintain and expand testing capacity [removed: depend] [added: depends] upon maintaining and expanding its employee population.

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

[removed: In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act] (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI), by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI.

The Company's international operations expose it to risks from potential failure to comply with foreign laws and regulations that differ from those under which the Company operates in the U.S. In addition, the Company may be adversely affected by other risks of expanded operations in foreign countries, including, but not limited to, changes in reimbursement by foreign governments for services provided by the Company; compliance with export controls and trade regulations; changes in tax [added: policies or other foreign laws; compliance with foreign labor and employee relations laws and regulations; restrictions on currency repatriation; judicial systems that less strictly enforce contractual rights; countries that do not have clear or well-established laws and regulations concerning issues relating to commercial laboratory testing or drug development services; countries that provide less protection for intellectual property rights; and procedures and actions affecting approval, production, pricing, reimbursement and marketing of products and services.]

The Company maintains an anti-corruption program including policies, procedures, training and safeguards in the [removed: engagement and management of third parties acting on the Company’s behalf.]

[added: These laws and regulations include the U.S. Animal Welfare Act (AWA),] which governs the care and use of warm-blooded animals for research in the U.S. other than laboratory rats, mice and chickens, and is enforced through periodic inspections by the U.S. Department of Agriculture (USDA).

Similar laws and regulations apply in other jurisdictions in which DD conducts animal research, including the [removed: EU] [added: UK, EU,] and China.

U.S. FDA regulation of diagnostic [removed: products and] [added: products,] increased FDA regulation of laboratory-developed tests [removed: (LDTs)] [added: (LDTs), and regulation by other countries of diagnostic products] 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, distribution, and surveillance of diagnostic products, and it regularly inspects and reviews the [removed: manufacturing processes and product performance of diagnostic products.]

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 [added: by] CMS, without the requirement for FDA clearance or approval.

General or macro-economic factors in the U.S. and globally may have a material adverse effect upon the Company, and a significant deterioration in the economy could negatively impact testing volumes, drug development [removed: services,][added: services, cash collections and the availability of credit.]

The Company’s operations are dependent upon ongoing demand for diagnostic testing and drug development services by patients, physicians, hospitals, MCOs, [removed: biopharmaceutical] [added: pharmaceutical, biotechnology and medical device] companies and others.

For the year ended December 31, [removed: 2020,] [added: 2021,] such capitated contracts accounted for approximately [removed: $319.0] [added: $332.3] million, or [removed: 3.4%,] [added: 3.2%,] of Dx's revenues.

[added: 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.

CMS used that private market data to calculate weighted median prices for each test (based on applicable current procedural technology (CPT) codes) to represent the new CLFS rates beginning in 2018, subject to certain phase-in limits, [removed: which were revised by Congress in 2019 and 2020.]

[removed: For 2018-2020, a test price could not be reduced by more than 10% per year.As] [added: As] a result of provisions included within the CARES Act, PAMA rate reductions for 2021 [removed: have been] [added: were] suspended, and therefore the Company [removed: will] [added: did] not experience any incremental reimbursement rate impact due to PAMA in 2021.

For [removed: 2022-2024,] [added: 2023-2025,] a test price cannot be reduced by more than 15.0% per year.

The process of data reporting and repricing will be repeated every three years for Clinical Diagnostic Laboratory Tests (CDLTs) beginning in [removed: 2022.][added: 2023.]

[removed: CLFS] [added: CFLS] rates for [removed: 2025] [added: 2026] and subsequent periods will not be subject to phase-in limits.

Unless implementation of PAMA is further delayed or changed, an additional reduction of approximately $100.0 million is expected for [removed: 2021,] [added: 2023,] from all payers affected by the CLFS.

Changes in government regulation or in practices relating to the [removed: biopharmaceutical industry] [added: pharmaceutical, biotechnology, or medical device industries] could decrease the need for certain services that DD provides.

DD assists [removed: biopharmaceutical] [added: pharmaceutical, biotechnology and medical device] companies in navigating the regulatory [removed: drug] approval process.

Changes in regulations such as a relaxation in regulatory requirements or the introduction of simplified [removed: drug] approval procedures, or an increase in regulatory requirements that DD has difficulty satisfying or that make its services less competitive, could eliminate or substantially reduce the demand for its services.

Also, if government efforts to contain drug [added: and medical product and device] costs impact [removed: biopharmaceutical company] profits from [removed: new drugs,] [added: such items,] or if health insurers were to change their practices with respect to reimbursement for [removed: biopharmaceutical products,] [added: those items,] some of DD’s customers may spend less, or reduce their growth in spending on R&D.

This Act provides funding designed to increase government spending on certain drug development initiatives; contains several provisions designed to help make the drug development process more streamlined and efficient; and allows the FDA to increase staffing to support [removed: drug] [added: drug, medical product and device] development, review and regulation.

These provisions should be helpful to [removed: biopharmaceutical companies and] CROs, including DD, [added: and their customers] to the extent that they capitalize on the use of data, adaptive trial designs, real-world evidence, biomarkers and other development tools that are accepted by the FDA.

In addition, implementation of healthcare reform legislation that adds costs could limit the profits that can be made from the development of new [removed: drugs.][added: drugs and medical products and devices.]

This could adversely affect R&D expenditures by [removed: biopharmaceutical] [added: such] companies, which could in turn decrease the business opportunities available to DD both in the U.S. and other countries.

DD’s main competition consists of these small and large CROs, as well as in-house departments of [removed: biopharmaceutical] [added: pharmaceutical, biotechnology and medical device] companies and, to a lesser extent, select universities and teaching hospitals.

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

Fluctuations in the number of COVID-19 cases typically result in corresponding fluctuations in the Company's COVID-19 PCR and antibody testing (COVID-19 Testing) volumes and its Base Business (operations except for COVID-19 Testing), and may have a negative effect on the Company's business and financial performance.

activity, and delayed some of its non-COVID-19 related capital expenditures.

Through 2020 and 2021, the Company launched multiple options to expand access to COVID-19 PCR and antibody testing, and introduced a series of innovations to increase test capacity, throughput, and efficiency to maximize the use of supplies.

The Company performed approximately 30 million PCR tests and 4 million antibody tests in 2021, and has maintained the capacity to perform 275,000 PCR tests and 300,000 antibody tests per day.

The Company has maintained its capacity to perform COVID-19 Testing and maintain the time for delivering test results.

In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act

engagement and management of third parties acting on the Company’s behalf.

manufacturing processes and product performance of diagnostic products.

Regulation of diagnostics products in jurisdictions outside the U.S. in which the Company operates may impact laboratory testing offered by the Company in both Dx and DD.

For example, the European Union In Vitro Diagnostics Regulation (Regulation (EU) 2017/746 (EU IVDR)), scheduled to become applicable May 26, 2022, establishes a new legislative framework for in vitro diagnostic devices including a rule-based classification and quality and safety standards.

which were revised by Congress in 2019 and 2020.

For 2018-2020, a test price could not be reduced by more than 10% per year.

As a result of the Protecting Medicare and American Farmers from Sequester Cuts Act that became law in December 2021, the data reporting requirements and Medicare reimbursement cuts that would have occurred under PAMA in 2022 were delayed by one additional year, and the Company will not experience incremental reimbursement rate impact due to PAMA in 2022.

The phase-in of rates for CDLTs established in 2018 will continue in 2023.

New CLFS rates will be established in 2024 based on data from 2019 to be reported in 2023.

New CLFS rates will be established in 2027 based on data from 2025 to be reported in 2026.

2021 and 2022 PAMA rates were frozen as described above.

As the healthcare industry consolidates, competition to

DD’s revenues depend on the pharmaceutical, biotechnology and medical device industries.

In addition to any risks related to the counterparties, there can be no assurances that the Company’s hedging

The Company depends on third parties to provide services critical to the Company's business, including supplies, ground

reactions to the drugs administered or from professional malpractice by third party investigators.

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.

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.

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

development and growth of the Company.

laboratory’s CLIA certificate, which is necessary to conduct business, as well as significant fines and/or criminal penalties.

policies or other foreign laws; compliance with foreign labor and employee relations laws and regulations; restrictions on currency repatriation; judicial systems that less strictly enforce contractual rights; countries that do not have clear or well-established laws and regulations concerning issues relating to commercial laboratory testing or drug development services; countries that provide less protection for intellectual property rights; and procedures and actions affecting approval, production, pricing, reimbursement and marketing of products and services.

These laws and regulations include the U.S. Animal Welfare Act (AWA),

cash collections and the availability of credit.

Some of these programs

Under current law as revised in the CARES Act, the next data reporting period for CDLTs (based on data collected in 2019) will occur during the first quarter of 2022, and new CLFS rates for CDLTs will be established based on that data beginning in 2023, subject to the previously described phase-in limits.

The subsequent data reporting period for CDLTs (based on data collected in 2023) will occur during the first quarter of 2025, and new CLFS rates for CDLTs will be established based on that data beginning in 2026.

marketing point-of-care of laboratory equipment to physicians and by selling test kits approved for home or physician office use to both physicians and patients.

that the Company's business will not be adversely affected by any future acquisitions, including with respect to revenues and profitability.

DD’s revenues depend on the biopharmaceutical industry.

information.

investigate and remediate any information security vulnerabilities.

During the year ended December 31, [removed: 2020,] [added: 2021,] the Company's revenues grew by [removed: 21.0%,] [added: 15.3%,] due to organic growth of [removed: 19.0%,] [added: 13.8%,] acquisitions of [removed: 1.8%] [added: 0.7%] and favorable foreign currency translation of [removed: 0.4%,] [added: 0.9%,] partially offset by the disposition of a business of [removed: 0.2%.][added: 0.1%.]

The [removed: 19.0%] [added: 13.8%] increase in organic revenues includes [removed: the 24.1%] [added: a 14.0%] contribution from [removed: PCR and antibody COVID-19 testing (COVID-19 Testing), partially offset by the 5.1% reduction in the] Company's organic Base Business [removed: due to the pandemic.][added: and a 0.2% decrease in COVID-19 Testing.]

[removed: The] [added: Based on the quantitative impairment assessment performed in the same manner as its annual quantitative assessment, the] Company concluded that the fair value was less than carrying value for two of its reporting [removed: units] [added: unit] and recorded [added: a] goodwill impairment of $418.7 [removed: and $3.7] for DD and [removed: Dx, respectively.][added: $3.7 for Dx.]

For discussion of [removed: 2019] [added: 2020] results and comparison with [removed: 2018] [added: 2019] results refer to “Management's Discussion and Analysis of Financial Conditions and Results of Operations” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.][added: 2020.]

Years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Intercompany eliminations | | | [removed: (152.6)] [added: (88.2)] | | | | | | [removed: (23.4)] [added: (152.6)] | | | | | | [removed: 552.1] [added: (42.2)] | | % |

The [removed: 21.0%] [added: 15.3%] increase in revenues for the year ended December 31, [removed: 2020,] [added: 2021,] as compared with the corresponding period in [removed: 2019] [added: 2020] was primarily due to organic growth of [removed: 19.0%,] [added: 13.8%,] acquisitions of [removed: 1.8%] [added: 0.7%] and favorable foreign currency translation of [removed: 0.4%,] [added: 0.9%,] partially offset by the disposition of a business of [removed: 0.2%.][added: 0.1%.]

The [removed: 19.0%] [added: 10.9%] increase in organic [removed: revenues includes the 24.1%] [added: revenue was due to a 11.2%] contribution from [removed: COVID-19 Testing,] [added: organic Base Business,] partially offset by [removed: the 5.1% reduction] [added: a 0.3% decline] in [removed: the Company's organic Base Business, which the Company believes was due to the pandemic.][added: COVID-19 Testing.]

Dx revenues for the year ended December 31, [removed: 2020,] [added: 2021,] were [removed: $9,253.4,] [added: $10,363.6,] an increase of [removed: 32.2%] [added: 12.0%] over revenues of [removed: $7,000.1] [added: $9,253.4] in the corresponding period in [removed: 2019.][added: 2020.]

The increase in revenues was due to organic growth of [removed: 30.9% and] [added: 10.9%,] acquisitions of [removed: 1.3%.][added: 0.7%, and foreign currency translation of 0.4%.]

[removed: Total] [added: Dx total] volume, measured by requisitions, increased by [removed: 7.8%] [added: 10.9%] as organic volume increased by [removed: 6.5%] [added: 10.5%] and acquisition volume contributed growth of [removed: 1.3%.][added: 0.5%.]

The organic volume growth is due to demand for [removed: COVID-19 Testing] [added: organic Base Business] of [removed: 21.2%,] [added: 10.5%,] partially offset by a [removed: 14.7%] [added: 0.1%] reduction of [removed: organic Base Business.][added: COVID-19 Testing.]

Price/mix increased by [removed: 24.4%] [added: 1.1%] due to [removed: COVID-19 Testing of 18.6% and] [added: organic] Base Business of [removed: 5.8%.][added: 0.6%,]

DD revenues for the year ended December 31, [removed: 2020,] [added: 2021,] were [removed: $4,877.7,] [added: $5,845.5,] an increase of [removed: 6.5%] [added: 19.8%] over revenues of [removed: $4,578.1] [added: $4,877.7] in the corresponding period in [removed: 2019.][added: 2020.]

The increase in revenues was due to [added: organic Base Business growth of 19.2%,] the benefit of acquisitions of [removed: 2.6%,] [added: 0.7%,] favorable foreign currency translation of [removed: 0.9% and organic growth of 3.5%,] [added: 1.8%,] partially offset by [added: lower COVID-19 Testing performed through its Central Laboratories business of 1.6% and] a business disposition of [removed: 0.5%.][added: 0.2%.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Cost of revenues | | | $ | [removed: 9,025.7] [added: 10,496.6] | | | | | $ | [removed: 8,302.3] [added: 9,025.7] | | | | | [removed: 8.7] [added: 16.3] | | % |

| Cost of revenues as a % of revenues | | | [removed: 64.6] [added: 65.1] | | % | | | | [removed: 71.9] [added: 64.6] | | % | | | | | | |

Excluding these charges, [removed: cost of revenues] [added: selling, general and administrative expenses] as a percentage of revenues were [removed: 64.2%] [added: 11.5%] for the year ended December 31, [removed: 2020.][added: 2021.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Selling, general and administrative expenses | | | $ | [removed: 1,729.3] [added: 1,952.1] | | | | | $ | [removed: 1,624.5] [added: 1,729.3] | | | | | [removed: 6.5] [added: 12.9] | | % |

| SG&A as a % of revenues | | | [removed: 12.4] [added: 12.1] | | % | | | | [removed: 14.1] [added: 12.4] | | % | | | | | | |

Selling, general and administrative expenses as a percentage of revenues decreased to [removed: 12.4%] [added: 12.1%] in [removed: 2020] [added: 2021] compared to [removed: 14.1%] [added: 12.4%] in [removed: 2019.][added: 2020.]

The decrease in selling, general and administrative expenses as a percentage of revenues is primarily due to the [removed: contribution] [added: leveraging] of [removed: COVID-19 Testing on revenues] [added: the organic revenue growth] and [removed: less acquisition activity.][added: the impact of LaunchPad savings.]

During 2020, the Company incurred special charges of $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 initiative, partially offset by $2.7 [removed: related to miscellaneous] [added: in] other [added: miscellaneous] items.

During [removed: 2019,] [added: 2021,] the Company incurred special charges of [removed: $69.2] [added: $25.1] of acquisition and divestiture related costs, [removed: $15.2] [added: $13.3] in [added: COVID-related costs, $6.3 in] management transition costs, [removed: and $10.1] [added: $18.2 in retention bonuses, $8.6] of non-capitalized costs associated with the implementation of a major system as part of its LaunchPad business process improvement initiative, [removed: partially offset by $11.7 in other] [added: and $24.3 related to] miscellaneous [added: other] items.

These items increased selling, general and administrative expenses by [removed: $82.9.][added: $95.8.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Goodwill and other asset impairments | | | $ | [removed: 462.1] [added: —] | | | | | $ | [removed: —] [added: 462.1] | | | | | N/A | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Amortization of intangibles and other assets | | | $ | [removed: 275.4] [added: 369.6] | | | | | $ | [removed: 243.2] [added: 275.4] | | | | | [removed: 13.2] [added: 34.2] | | % |

The increase in amortization of intangibles and other assets from [removed: 2019 through] 2020 [added: through 2021] primarily reflects the impact of acquisitions partially offset by impairment of intangible assets recorded in fiscal [removed: 2020, and includes $27.5 of amortization acceleration of certain intangible assets related to the Covance trade name as a result of the Company's rebranding initiative.][added: 2020.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | | | | |

| Restructuring and other charges | | | $ | [removed: 40.6] [added: 43.1] | | | | | $ | [removed: 54.6] [added: 40.6] | | | | | [removed: (25.6)] [added: 6.1] | | % | | | |

The charges were comprised of $14.1 in severance and other personnel costs [added: and] $17.4 for facility, operating lease right-of-use and equipment [added: impairments, and $18.9 in facility closures and general integration activities.]

During [removed: 2019,] [added: 2021,] the Company recorded net restructuring charges of [removed: $54.6; $26.7] [added: $43.1; $18.6] within Dx and [removed: $27.9] [added: $24.5] within DD.

The charges were comprised of [removed: $32.9] [added: $16.3] in severance and other personnel costs and [removed: $24.9] [added: $28.0] in [removed: facility-related costs primarily associated with] [added: facility closures, lease terminations, and] general integration activities.

The charges were offset by the reversal of previously established liability of [removed: $1.7] [added: $0.4 and $0.8] in unused severance [added: costs] and [removed: $1.5 in unused] facility-related [removed: costs.][added: costs, respectively.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

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

Acquisition and divestiture impact is considered for a twelve month period following the close of each transaction.

Strategic Review of Company Structure and Capital Allocation Strategy

In March 2021, the Company announced the undertaking of a comprehensive review by its Board and management team of Labcorp's structure and capital allocation strategy.

The review reflected the Board's and management team's view that the

Company's value was not appropriately reflected in its stock price.

As a part of this review, the Board and management worked with outside advisors, held extensive discussions with third parties, and considered a wide range of options, including significant acquisitions, divestitures, spinning off businesses, as well as spinning and merging those businesses with strategic partners.

Ultimately, the Board unanimously concluded that the Company's existing structure is in the best interest of all stakeholders at this time and represents compelling opportunities to grow and create significant shareholder value.

In December 2021, the Company announced the Board's conclusion, as well as actions that the management team and the Board are taking to enhance shareholder returns.

These actions include:

- initiating a dividend in the second quarter of 2022, with a target dividend payout ratio of between 15% to 20% of adjusted earnings;

- authorizing a $2,500.0 share repurchase program.

As part of this program, $1,000.0 is being repurchased under an accelerated share repurchase plan that is expected to be complete by the end of April 2022.

On December 13, 2021, the Company entered into the ASR Agreements with the Financial Institutions to repurchase approximately $1,000.0 in the aggregate of the Common Stock, as part of the Company’s Common Stock repurchase program;

- implementing a new LaunchPad business process improvement initiative, targeting savings of $350.0 over the next three years;

- providing a longer-term outlook in connection with the announcement of the Company's 2021 year-end results in addition to the Company's annual guidance;

- providing additional business insights through enhanced disclosures beginning with Labcorp's results for the first quarter of 2022; and

- continuing a commitment to profitable growth through investments in science, innovation, and new technologies.

Management and the Board are committed to continuing to evaluate all avenues for enhancing shareholder value.

The updated capital allocation plan enables the Company to continue investment in key growth areas, including oncology, Alzheimer's disease, autoimmune disorders, and women's health.

This plan is designed to fuel growth through innovation by using Labcorp's unparalleled data and insights to bring scientific advancements—both Labcorp-developed and those of other scientists—to market at scale.

It reflects the Board's confidence in the Company's strong balance sheet and cash flow generation profile, as well as the Board's commitment to deploying capital to enhance value for shareholders, patients, providers, and pharmaceutical customers worldwide.

| Dx | | | $ | 10,363.6 | | | | | $ | 9,253.4 | | | | | 12.0 | | % |

| DD | | | 5,845.5 | | | | | | 4,877.7 | | | | | | 19.8 | | % |

| Total | | | $ | 16,120.9 | | | | | $ | 13,978.5 | | | | | 15.3 | | % |

The 13.8% increase in organic revenues includes a 14.0% contribution from the Company's organic Base Business and a 0.2% decrease in COVID-19 Testing.

acquisitions of 0.3%, and favorable foreign currency translation of 0.4%, partially offset by a 0.2% decline from COVID-19 Testing.

Cost of revenues increased 16.3% in 2021 as compared with 2020 and increased as a percentage of revenues to 65.1% in 2021 as compared to 64.6% in 2020.

This increase was primarily due to COVID-19 Testing partially offset by Base Business recovery.

The decrease in selling, general and administrative expenses, excluding the above items, as a percentage of revenues is primarily due to leveraging the Company's infrastructure on higher revenue.

There were no goodwill and other asset impairments for the year ended December 31, 2021.

| Dx | | | $ | 117.1 | | | | | $ | 104.9 | | | | | 11.7 | | % |

| DD | | | 252.5 | | | | | | 170.5 | | | | | | 48.0 | | % |

In addition, amortization acceleration of certain intangible assets related to trade names as a result of the Company's rebranding initiative of $88.4 and $27.5 were recognized for the years ended December 31, 2021 and 2020, respectively.

The increase in income for 2021 as compared with the corresponding period in 2020 was primarily due to the write off or write down of certain of the Company's investments in 2020, which was primarily due to the negative impact of the COVID19 global pandemic, and increased profitability of the Company's joint ventures in 2021.

The change in Other, net for the year ended December 31, 2021, as compared to the year ended December 31, 2020, was primarily due to investment activity.

During the year ended December 31, 2021, the Company recorded investment gains of $61.8 which were partially offset by a loss on a sale of a business of $6.2.

During the year ended December 31, 2020, the Company adjusted certain investments due to the negative impact of the COVID-19 global pandemic.

| | | | 2021 | | | | | | 2020 | | |

In 2021, the Company's effective tax rate of 23.9% was favorable as compared to the 2020 tax rate of 29.8%.

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%.

The Company defines organic growth as the increase in revenue excluding revenue from acquisitions for the first twelve months after the close of each acquisition.

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.

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.

The Company expects Phase II of 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 in 2021, and one-third of the total savings have been realized in each of 2019 and 2020.

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

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

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

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.

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.

Cost of revenues (primarily laboratory, labor and distribution costs) increased 8.7% in 2020 as compared with 2019 primarily due to organic growth and acquisitions.

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.

Labor and testing supplies for the year ended December 31, 2020, comprise approximately 73.0% of the Company’s cost of revenues.

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

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.

Excluding these charges, selling, general and administrative expenses as a percentage of revenues were 13.3% for the year ended December 31, 2019.

| Dx | | | $ | 104.9 | | | | | $ | 102.0 | | | | | 2.8 | | % |

| DD | | | 170.5 | | | | | | 141.2 | | | | | | 20.8 | | % |

impairments, and $18.9 in facility closures and general integration activities.

All of these partnerships and investments reside within the Dx segment.

The decrease in income for 2020 as compared with the corresponding period in 2019 was primarily due to the impairment of an equity method investment and the decreased profitability of the Company's joint ventures.

The change in Other, net for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was primarily due to an increase in the write-off or write down of certain of the Company's investments due to the negative impact of the COVID-19 global pandemic partially offset by lower foreign currency transaction losses.

In 2020, the Company's effective tax rate of 29.8% was unfavorable as compared to 2019 due to impairment charges which were not deductible and or generated tax assets which require a valuation allowance, and the geographic mix of earnings.

The Company considers substantially all of its foreign earnings to be permanently reinvested overseas.

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

Approximately [removed: 10.7%] [added: 15.3%] and [removed: 12.7%] [added: 10.7%] of the Company's revenues for the year ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, were denominated in currencies other than the U.S. dollar (USD).

In both [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] by approximately [removed: $9.1.][added: $31.0.]

Gross accumulated currency translation adjustments recorded as a separate component of shareholders’ equity were [removed: $264.1] [added: $(104.6)] and [removed: $104.4] [added: $264.1] at December 31, [removed: 2020,] [added: 2021,] and [removed: 2019,] [added: 2020,] respectively.

At December 31, [removed: 2019,] [added: 2021,] the Company had [removed: 34] [added: 28] open foreign exchange forward contracts with various amounts maturing monthly through January [removed: 2020] [added: 2021] with a notional value totaling approximately [removed: $369.2.][added: $600.7.]

[removed: During] [added: In May, 2021, to hedge against changes in] the [removed: third quarter] [added: fair value portion] of [removed: 2013,] the [added: Company's long-term debt, the] Company entered into [removed: two] fixed-to-variable interest rate swap agreements for [removed: its 4.625% Senior Notes] [added: the 2.70% senior notes] due [removed: 2020] [added: 2031] with an aggregate notional [removed: amount] [added: value] of [removed: $600.0] [added: $500.0] and variable interest rates based on [removed: one-month London Interbank Offered Rate (LIBOR)] [added: three-month LIBOR] plus [removed: 2.298% to hedge against changes in the fair value of a portion of the Company's long-term debt.][added: 1.0706%.]

As of December 31, 2020, and 2019, the Company had approximately $375.0 and $375.0, respectively, of unhedged variable rate debt under the 2019 term loan credit facility.

Each quarter-point increase or decrease in the variable rate would result in the Company's interest expense changing by approximately $0.9 per year for the Company's unhedged variable rate debt.

The Company exited one of these swap arrangements in December 2019 in connection with the redemption of $187.9 of the 4.625% Senior Notes due 2020 and recorded a gain of $1.6.

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.

On December 19, 2019, the Company redeemed any remaining outstanding zero-coupon subordinated notes due 2021 (the zero-coupon notes) that had not previously converted.

[removed: LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES][added: | Net earnings attributable to Laboratory Corporation of America Holdings | | | — | | | | | | — | | | | | | 2,377.3 | | | | | | — | | | | | | — | | | | | | 2,377.3 | | |]

| | | | [removed: December] [added: December] 31, [removed: 2020] [added: 2021] | | | | | | [removed: December] [added: December] 31, [removed: 2019] [added: 2020] | | | [added: | | | December 31, 2019 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,320.8] [added: 1,472.7] | | | | | $ | [removed: 337.5] [added: 1,320.8] | |

| Unbilled services | | | [removed: 536.8] [added: 716.8] | | | | | | [removed: 481.4] [added: 536.8] | | |

| Supplies inventory | | | [removed: 423.2] [added: 401.4] | | | | | | [removed: 244.7] [added: 423.2] | | |

| Prepaid expenses and other | | | [removed: 364.8] [added: 478.1] | | | | | | [removed: 373.7] [added: 364.8] | | |

| Total current assets | | | [removed: 5,125.4] [added: 5,330.5] | | | | | | [removed: 2,981.2] [added: 5,125.4] | | |

| Property, plant and equipment, net | | | [removed: 2,729.6] [added: 2,815.4] | | | | | | [removed: 2,636.6] [added: 2,729.6] | | |

| Goodwill, net | | | [removed: 7,751.5] [added: 7,958.9] | | | | | | [removed: 7,865.0] [added: 7,751.5] | | |

| Intangible assets, net | | | [removed: 3,961.1] [added: 3,735.5] | | | | | | [removed: 4,034.5] [added: 3,961.1] | | |

| Joint venture partnerships and equity method investments | | | [removed: 73.5] [added: 60.9] | | | | | | [removed: 84.9] [added: 73.5] | | |

| Deferred income taxes | | | [removed: 20.6] [added: 21.6] | | | | | | [removed: 8.8] [added: 20.6] | | |

| Other assets, net | | | [removed: 410.0] [added: 462.6] | | | | | | [removed: 435.4] [added: 410.0] | | |

| Total assets | | | $ | [removed: 20,071.7] [added: 20,385.4] | | | | | $ | [removed: 18,046.4] [added: 20,071.7] | |

| Accounts payable | | | $ | [removed: 638.9] [added: 621.3] | | | | | $ | [removed: 632.3] [added: 638.9] | |

| Accrued expenses and other | | | [removed: 1,357.7] [added: 1,404.1] | | | | | | [removed: 942.4] [added: 1,357.7] | | |

| Unearned revenue | | | [removed: 506.5] [added: 558.5] | | | | | | [removed: 451.0] [added: 506.5] | | |

| Short-term operating lease liabilities | | | [removed: 192.0] [added: 187.0] | | | | | | [removed: 206.5] [added: 192.0] | | |

| Short-term finance lease liabilities | | | [removed: 6.7] [added: 10.5] | | | | | | [removed: 8.4] [added: 6.7] | | |

| Short-term borrowings and current portion of long-term debt | | | [removed: 376.7] [added: 1.5] | | | | | | [removed: 415.2] [added: 376.7] | | |

| Total current liabilities | | | [removed: 3,078.5] [added: 2,782.9] | | | | | | [removed: 2,655.8] [added: 3,078.5] | | |

| Long-term debt, less current portion | | | [removed: 5,419.0] [added: 5,416.5] | | | | | | [removed: 5,789.8] [added: 5,419.0] | | |

| Operating lease liabilities | | | [removed: 677.6] [added: 642.5] | | | | | | [removed: 596.6] [added: 677.6] | | |

| Financing lease liabilities | | | [removed: 84.4] [added: 84.6] | | | | | | [removed: 91.1] [added: 84.4] | | |

| Deferred income taxes and other tax liabilities | | | [removed: 905.4] [added: 762.9] | | | | | | [removed: 942.8] [added: 828.5] | | |

| Other liabilities | | | [removed: 526.4] [added: 402.0] | | | | | | [removed: 383.2] [added: 526.4] | | |

| Noncontrolling interest | | | [removed: 20.7] [added: 20.6] | | | | | | [removed: 20.1] [added: 20.7] | | |

| Common stock, [removed: 97.5] [added: 93.1] and [removed: 97.2] [added: 97.5] shares outstanding at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 9.0] [added: 8.5] | | | | | | 9.0 | | |

| Additional paid-in capital | | | [removed: 110.3] [added: —] | | | | | | [removed: 26.8] [added: 110.3] | | |

| Accumulated other comprehensive loss | | | [removed: (161.9)] [added: (191.9)] | | | | | | [removed: (372.4)] [added: (161.9)] | | |

| Total shareholders’ equity | | | [removed: 9,359.7] [added: 10,273.4] | | | | | | [removed: 7,567.0] [added: 9,436.6] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 20,071.7] [added: 20,385.4] | | | | | $ | [removed: 18,046.4] [added: 20,071.7] | |

[removed: LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES][added: | Net earnings attributable to Laboratory Corporation of America Holdings | | | | | | 831.4 | | |]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | $ | [removed: 13,978.5] [added: 16,120.9] | | | | | $ | [removed: 11,554.8] [added: 13,978.5] | | | | | $ | [removed: 11,333.4] [added: 11,554.8] | |

| Cost of revenues | | | [removed: 9,025.7] [added: 10,496.6] | | | | | | [removed: 8,302.3] [added: 9,025.7] | | | | | | [removed: 8,157.0] [added: 8,302.3] | | |

| Gross profit | | | [removed: 4,952.8] [added: 5,624.3] | | | | | | [removed: 3,252.5] [added: 4,952.8] | | | | | | [removed: 3,176.4] [added: 3,252.5] | | |

| Selling, general and administrative expenses | | | [removed: 1,729.3] [added: 1,952.1] | | | | | | [removed: 1,624.5] [added: 1,729.3] | | | | | | [removed: 1,570.9] [added: 1,624.5] | | |

| Amortization of intangibles and other assets | | | [removed: 275.4] [added: 369.6] | | | | | | [removed: 243.2] [added: 275.4] | | | | | | [removed: 231.7] [added: 243.2] | | |

| Goodwill and other asset impairments | | | [removed: 462.1] [added: —] | | | | | | [removed: —] [added: 462.1] | | | | | | — | | |

| Accounts receivable, net | | | 2,261.5 | | | | | | 2,479.8 | | |

| Total liabilities | | | 10,091.4 | | | | | | 10,614.4 | | |

| Retained earnings | | | 10,456.8 | | | | | | 9,479.2 | | |

| Purchase of common stock | | | (0.5) | | | | | | (268.3) | | | | | | (1,399.7) | | | | | | — | | | | | | — | | | | | | (1,668.5) | | |

| BALANCE AT DECEMBER 31, 2021 | | | $ | 8.5 | | | | | $ | — | | | | | $ | 10,456.8 | | | | | $ | — | | | | | $ | (191.9) | | | | | $ | 10,273.4 | |

The Company assessed certain

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

The annual impairment test for goodwill includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value.

Reporting units are businesses with discrete financial information that is available and reviewed by management.

If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs the quantitative goodwill impairment test.

The Company may also chose to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the quantitative assessment.

The quantitative assessment includes the estimation of the fair value of each reporting unit as compared to the carrying value of the reporting unit.

The Company estimates the fair value of a reporting unit using both income-based and market-based valuation methods.

The income-based approach is based on the reporting unit's forecasted future cash flows that are discounted to the present value using the reporting unit's weighted average cost of capital.

For the market-based approach, the Company utilizes a number of factors such as publicly available information regarding the market capitalization of the Company as well as operating results, business plans, market multiples, and present value techniques.

Based upon the range of estimated values developed from the income and market-based methods, the Company determines the estimated fair value for the reporting unit.

If the estimated fair value of the reporting unit exceeds the carrying value, the goodwill is not impaired and no further review is required.

All leases with a lease term greater than 12 months, regardless of lease type classification, are recorded as an obligation on the balance sheet with a corresponding right-of-use asset.

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

The exercise of these options is at the Company's discretion and the Company evaluates each renewal option to determine if it is reasonably possible to be exercised and should be included in the accounting lease term.

shareholders’ equity.

Revision to Prior Period Financial Statements

During the fourth quarter of the year ended December 31, 2021, the Company identified an immaterial error in its previously issued financial statements related to the recording of a deferred tax liability on unremitted foreign earnings that should have been released in 2015.

The correction of the error resulted in a decrease in Deferred income taxes and other tax liabilities of $76.9 and an increase to Retained earnings of $76.9 for all prior periods presented in the accompanying consolidated financial statements.

The misstatement had no impact on net earnings, comprehensive earnings, or cash flows from operating, investing, or financing activities in any of the periods presented herein.

Management determined that the impact of this error is not quantitatively or qualitatively material to the previously issued annual and interim financial statements using the guidance of SEC Staff Accounting Bulletin (SAB) No. 99, *Materiality,* and SAB No. 108, *Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements*.

Previously reported balances, including those on the statement of changes in shareholders' equity and in the notes to the consolidated financial statements have been revised for the adjustment.

Dx Revenues

DD Revenues

DD is a CRO business that provides end-to-end drug development services.

Other payments and billing adjustments may also factor into the calculation of the total contract value, such as the reimbursement of out-of-pocket costs and volume-based rebates.

The majority of DD's contracts contain a single performance obligation.

For volume based contracts the contract value is entirely variable and revenue is recognized as the specific product or service is completed.

total contract value.

The estimate of total units of input at completion requires significant judgment and the estimates are based on various assumptions of events that often span several years.

These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch-up basis in the period they become known.

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

Generally, when contract modifications create new performance obligations, the modification is considered to be a separate contract and revenue is recognized prospectively.

When contract modifications change existing performance obligations, the impact on the existing transaction price and measure of progress for the performance obligation to which it relates is generally recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

Differences in the timing of revenue recognition and associated billing and cash collections result in recording accounts receivable, unbilled services and unearned revenue in the consolidated balance sheet.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | |

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

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

| Total liabilities | | | 10,691.3 | | | | | | 10,459.3 | | |

| Retained earnings | | | 9,402.3 | | | | | | 7,903.6 | | |

F-5

F-6

| BALANCE AT DECEMBER 31, 2017 | | | $ | 12.0 | | | | | $ | 1,989.8 | | | | | $ | 6,196.1 | | | | | $ | (1,060.1) | | | | | $ | (333.7) | | | | | $ | 6,804.1 | |

| Purchase of common stock | | | (0.3) | | | | | | (699.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | (700.0) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Recently Adopted Guidance

In June 2016, the FASB issued a new accounting standard intended to provide financial statement users with more decision-useful information about expected credit losses and other commitments to extend credit held by the reporting entity.

The standard replaces the incurred loss impairment methodology in current generally accepted accounting principles (GAAP) with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

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 reduce, modify, and add to the disclosure requirements on fair value measurements.

The Company adopted this standard effective January 1, 2020.

The adoption of this standard did not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued a new accounting standard to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The Company adopted this standard effective January 1, 2020.

The adoption of this standard did not have a material impact on the consolidated financial statements.

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.

The Company adopted this standard effective January 1, 2020.

The adoption of this standard did not have a material impact on the consolidated financial statements.

Novel Coronavirus (COVID-19) Financial Statement Impact

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.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

The Company also impaired certain of the Company's investments by a total of $25.4 during 2020 due to the impact of COVID-19; $7.1 was included in Equity method earnings (loss), net and $18.3 was included in Other, net.

In April 2020, the Company received cash payments of approximately $55.9 from the Public Health and Social Services Emergency Fund for provider relief that was appropriated by Congress to the U.S. Department of Health and Human Services (HHS) in the Coronavirus Aid, Relief, and Economic Security Act (CARES Act Provider Relief Funds).

In August 2020, the Company received an additional $76.2 in CARES Act Provider Relief Funds.

As the Company's Diagnostic business demonstrated recovery and demand for COVID-19 testing increased, the Company determined that the negative financial impact of COVID-19 which the CARES Act Provider Relief Funds were designed to address no longer applied to the Company.

As a result, the Company returned the CARES Act Provider Relief Funds, to the government in the fourth quarter of 2020.

There was no impact to the Company's consolidated financial statements as of December 31, 2020 and for the year then ended.

See Note [removed: 16] [added: 14] Commitments and Contingencies to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the common stock held by non-affiliates of the registrant was approximately [removed: $15.2] [added: $24.8] 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: 97.6] [added: 93.4] million shares as of February 24, [removed: 2021.][added: 2022.]

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement to be filed no later than 120 days following December 31, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III.

| | | | [Summary of Material [removed: Risks](#i08a97689c07947999e3806624f21762c_2392)] [added: Risks](#ic2f3f2bd1a624e5db07ef484c4e34304_10)] | | | [removed: [4](#i08a97689c07947999e3806624f21762c_2392)] [added: [4](#ic2f3f2bd1a624e5db07ef484c4e34304_10)] | | |

| Item 1. | | | [removed: [Business](#i08a97689c07947999e3806624f21762c_13)] [added: [Business](#ic2f3f2bd1a624e5db07ef484c4e34304_19)] | | | [removed: [9](#i08a97689c07947999e3806624f21762c_13)] [added: [9](#ic2f3f2bd1a624e5db07ef484c4e34304_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i08a97689c07947999e3806624f21762c_61)] [added: Factors](#ic2f3f2bd1a624e5db07ef484c4e34304_73)] | | | [removed: [30](#i08a97689c07947999e3806624f21762c_61)] [added: [34](#ic2f3f2bd1a624e5db07ef484c4e34304_73)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i08a97689c07947999e3806624f21762c_64)] [added: Comments](#ic2f3f2bd1a624e5db07ef484c4e34304_76)] | | | [removed: [45](#i08a97689c07947999e3806624f21762c_64)] [added: [49](#ic2f3f2bd1a624e5db07ef484c4e34304_76)] | | |

| Item 2. | | | [removed: [Properties](#i08a97689c07947999e3806624f21762c_67)] [added: [Properties](#ic2f3f2bd1a624e5db07ef484c4e34304_79)] | | | [removed: [46](#i08a97689c07947999e3806624f21762c_67)] [added: [50](#ic2f3f2bd1a624e5db07ef484c4e34304_79)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i08a97689c07947999e3806624f21762c_70)] [added: Proceedings](#ic2f3f2bd1a624e5db07ef484c4e34304_82)] | | | [removed: [47](#i08a97689c07947999e3806624f21762c_70)] [added: [51](#ic2f3f2bd1a624e5db07ef484c4e34304_82)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i08a97689c07947999e3806624f21762c_73)] [added: Disclosures](#ic2f3f2bd1a624e5db07ef484c4e34304_85)] | | | [removed: [47](#i08a97689c07947999e3806624f21762c_73)] [added: [51](#ic2f3f2bd1a624e5db07ef484c4e34304_85)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i08a97689c07947999e3806624f21762c_79)] [added: Securities](#ic2f3f2bd1a624e5db07ef484c4e34304_91)] | | | [removed: [48](#i08a97689c07947999e3806624f21762c_79)] [added: [52](#ic2f3f2bd1a624e5db07ef484c4e34304_91)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i08a97689c07947999e3806624f21762c_82)] [added: Data](#ic2f3f2bd1a624e5db07ef484c4e34304_94)] | | | [removed: [49](#i08a97689c07947999e3806624f21762c_82)] [added: [53](#ic2f3f2bd1a624e5db07ef484c4e34304_94)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i08a97689c07947999e3806624f21762c_85)] [added: Operations](#ic2f3f2bd1a624e5db07ef484c4e34304_97)] | | | [removed: [49](#i08a97689c07947999e3806624f21762c_85)] [added: [53](#ic2f3f2bd1a624e5db07ef484c4e34304_97)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i08a97689c07947999e3806624f21762c_100)] [added: Risk](#ic2f3f2bd1a624e5db07ef484c4e34304_109)] | | | [removed: [62](#i08a97689c07947999e3806624f21762c_100)] [added: [63](#ic2f3f2bd1a624e5db07ef484c4e34304_109)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i08a97689c07947999e3806624f21762c_103)] [added: Data](#ic2f3f2bd1a624e5db07ef484c4e34304_112)] | | | [removed: [63](#i08a97689c07947999e3806624f21762c_103)] [added: [64](#ic2f3f2bd1a624e5db07ef484c4e34304_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i08a97689c07947999e3806624f21762c_106)] [added: Disclosure](#ic2f3f2bd1a624e5db07ef484c4e34304_115)] | | | [removed: [63](#i08a97689c07947999e3806624f21762c_106)] [added: [64](#ic2f3f2bd1a624e5db07ef484c4e34304_115)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i08a97689c07947999e3806624f21762c_109)] [added: Procedures](#ic2f3f2bd1a624e5db07ef484c4e34304_118)] | | | [removed: [63](#i08a97689c07947999e3806624f21762c_109)] [added: [64](#ic2f3f2bd1a624e5db07ef484c4e34304_118)] | | |

| Item 9B. | | | [Other [removed: Information](#i08a97689c07947999e3806624f21762c_112)] [added: Information](#ic2f3f2bd1a624e5db07ef484c4e34304_121)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_112)] [added: [65](#ic2f3f2bd1a624e5db07ef484c4e34304_121)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i08a97689c07947999e3806624f21762c_118)] [added: Governance](#ic2f3f2bd1a624e5db07ef484c4e34304_127)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_118)] [added: [66](#ic2f3f2bd1a624e5db07ef484c4e34304_127)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i08a97689c07947999e3806624f21762c_121)] [added: Compensation](#ic2f3f2bd1a624e5db07ef484c4e34304_130)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_121)] [added: [66](#ic2f3f2bd1a624e5db07ef484c4e34304_130)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i08a97689c07947999e3806624f21762c_124)] [added: Matters](#ic2f3f2bd1a624e5db07ef484c4e34304_133)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_124)] [added: [66](#ic2f3f2bd1a624e5db07ef484c4e34304_133)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i08a97689c07947999e3806624f21762c_127)] [added: Independence](#ic2f3f2bd1a624e5db07ef484c4e34304_136)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_127)] [added: [66](#ic2f3f2bd1a624e5db07ef484c4e34304_136)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i08a97689c07947999e3806624f21762c_130)] [added: Services](#ic2f3f2bd1a624e5db07ef484c4e34304_139)] | | | [removed: [64](#i08a97689c07947999e3806624f21762c_130)] [added: [66](#ic2f3f2bd1a624e5db07ef484c4e34304_139)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i08a97689c07947999e3806624f21762c_136)] [added: Schedules](#ic2f3f2bd1a624e5db07ef484c4e34304_145)] | | | [removed: [65](#i08a97689c07947999e3806624f21762c_136)] [added: [67](#ic2f3f2bd1a624e5db07ef484c4e34304_145)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i08a97689c07947999e3806624f21762c_139)] [added: Summary](#ic2f3f2bd1a624e5db07ef484c4e34304_148)] | | | [removed: [68](#i08a97689c07947999e3806624f21762c_139)] [added: [71](#ic2f3f2bd1a624e5db07ef484c4e34304_148)] | | |

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

a.The [removed: effects of the] [added: ongoing] COVID-19 pandemic [added: has created significant volatility, uncertainty, and economic disruption that] could have [removed: material] [added: an] adverse [removed: impacts] [added: effect] on the Company’s [removed: business, results of operations, cash flows,] [added: business] and financial position.

b.If the Company does not [added: continue to] 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.

d.Failure of the Company or its [removed: third party] [added: 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.

h.U.S. Food and Drug Administration [removed: (FDA)] [added: (FDA), European Union and other] regulation of diagnostic products and [added: medical devices and] increased FDA regulation of laboratory-developed tests (LDTs) could result in increased costs, fines, and penalties.

i.Failure to comply with [removed: U.S.,] [added: national,] state, local or international environmental, health and safety laws and regulations, including the U.S. Occupational Safety and Health Administration Act, and the U.S. Needlestick Safety and Prevention Act, could result in fines and penalties.

c.Changes in government regulation or in practices relating to the [removed: biopharmaceutical industry] [added: pharmaceutical, biotechnology or medical device industries] could decrease the need for certain services that the Company provides.

j.Continued and increased consolidation of managed care organizations (MCOs), [removed: biopharmaceutical] [added: pharmaceutical, biotechnology and medical device] companies, health systems, physicians, and other customers could adversely affect the Company's business.

m.Global economic conditions and government and regulatory changes, including, but not limited to, those arising from the [removed: U.K.'s] [added: United Kingdom's (U.K.)] exit from the European Union (EU), could adversely affect the Company’s business and results of operations.

c.The Company's Drug Development segment revenues depend on the [removed: biopharmaceutical industry,] [added: pharmaceutical, biotechnology and medical device industries,] including [removed: biopharmaceutical companies'] [added: those industries'] R&D spending, ability to raise capital, reimbursement from governmental programs or commercial payers, and [removed: biopharmaceutical industry] trends and other economic [removed: conditions.][added: conditions affecting those industries.]

[removed: significant] [added: 2.significant] monetary damages, fines, penalties, assessments, refunds, repayments, damage to the Company's reputation, unanticipated compliance expenditures, and/or exclusion or debarment from or ineligibility to participate in government programs, among other adverse consequences, arising from enforcement of anti-fraud and abuse laws and other laws applicable to the Company in jurisdictions in which the Company conducts business;

[removed: significant] [added: 3.significant] fines, penalties, costs, unanticipated compliance expenditures, and/or damage to the Company’s reputation arising from the failure to comply with applicable privacy and security laws and regulations, including the U.S. Health Insurance Portability and Accountability Act of 1996, the U.S. Health Information Technology for Economic and Clinical Health Act, the European Union's General Data Protection Regulation and similar laws and regulations in jurisdictions in which the Company conducts business;

[removed: loss] [added: 4.loss] or suspension of a license or imposition of fines or penalties under, or future changes in, or interpretations of applicable licensing laws or regulations regarding the operation of clinical laboratories and the delivery of clinical laboratory test results, including, but not limited to, [removed: CLIA] [added: the U.S. Clinical Laboratory Improvement Act of 1967] and [added: the U.S. Clinical Laboratory Improvement Amendments of 1988 and] similar laws and regulations in jurisdictions in which the Company conducts business;

[removed: penalties] [added: 5.penalties] or loss of license arising from the failure to comply with applicable occupational and workplace safety laws and regulations, including the U.S. Occupational Safety and Health Administration requirements, the U.S. Needlestick Safety and Prevention Act, and similar laws and regulations in jurisdictions in which the Company conducts business;

| | | | [Part I](#ic2f3f2bd1a624e5db07ef484c4e34304_16) | | | | | |

| | | | [Part II](#ic2f3f2bd1a624e5db07ef484c4e34304_88) | | | | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic2f3f2bd1a624e5db07ef484c4e34304_2294) | | | [65](#ic2f3f2bd1a624e5db07ef484c4e34304_2294) | | |

| | | | [Part III](#ic2f3f2bd1a624e5db07ef484c4e34304_124) | | | | | |

| | | | [Part IV](#ic2f3f2bd1a624e5db07ef484c4e34304_142) | | | | | |

16.consolidation and convergence of customers, competitors, and suppliers, potentially causing material shifts in insourcing, utilization, pricing, reimbursement and supply chain access;

44.global economic conditions and government and regulatory changes; and

Given these uncertainties, one

should not put undue reliance on any forward-looking statements.

In addition, the Company's world-class central laboratory, preclinical, and clinical development businesses support clinical trial activity in approximately 100 countries.

The Company's capabilities enable it to play a leading role in advancing healthcare across the globe, and to provide crucial, ongoing support for the response to the COVID-19 pandemic.

They are critical to the Company's ability to carry out its mission to improve health and improve lives.

Strategic Review of Company Structure and Capital Allocation Strategy

In March 2021, the Company announced the undertaking of a comprehensive review by its board of directors (the Board) and management team of Labcorp's structure and capital allocation strategy.

The review reflected the Board's and management team's view that the Company's value was not appropriately reflected in its stock price.

As a part of this review, the Board and management worked with outside advisors, held extensive discussions with third parties, and considered a wide range of options, including significant acquisitions, divestitures, spinning off businesses, as well as spinning and merging those businesses with strategic partners.

Ultimately, the Board unanimously concluded that the Company's existing structure is in the best interest of all stakeholders at this time and represents compelling opportunities to grow and create significant shareholder value.

In December 2021, the Company announced the Board's conclusion, as well as actions that the management team and the Board are taking to enhance shareholder returns.

- initiating a dividend in the second quarter of 2022, with a target dividend payout ratio of between 15 to 20% of adjusted earnings;

- authorizing a $2.50 billion share repurchase program.

As part of this program, $1.0 billion is being repurchased under an accelerated share repurchase plan that is expected to be complete by the end of April 2022;

- implementing a new LaunchPad business process improvement initiative, targeting savings of $350.0 million over the next three years;

- providing a longer-term outlook in connection with the announcement of the Company's 2021 year-end results in addition to the Company's annual guidance;

- providing additional business insights through enhanced disclosures beginning with Labcorp's results for the first quarter of 2022; and

- continuing a commitment to profitable growth through investments in science, innovation, and new technologies.

Management and the Board are committed to continuing to evaluate all avenues for enhancing shareholder value.

The updated capital allocation plan enables the Company to continue investment in key growth areas, including oncology, Alzheimer's disease, autoimmune disorders, and women's health.

This plan is expected to fuel growth through innovation by using Labcorp's unparalleled data and insights to bring scientific advancements—both Labcorp-developed and those of other scientists—to market at scale.

It reflects the Board's confidence in the Company's strong balance sheet and cash flow generation profile, as well as the Board's commitment to deploying capital to enhance value for shareholders, patients, providers, and pharmaceutical customers worldwide.

Labcorp delivers world-class diagnostics solutions, brings innovative medicines to patients faster, and uses technology to improve the delivery of care.

The Company is expanding its important role in the rapidly evolving healthcare market by strengthening its market-leading positions across its portfolio of capabilities, growing strategic opportunities that drive new business, and differentiating its unique offerings, capabilities, and financial performance.

To do so, Labcorp is focusing these efforts across the following strategic priorities:

For example, insights gained through diagnostics support drug development operations by assisting in the identification of patterns in disease progression, as well as individuals who would benefit from enrollment in certain clinical trials.

Further, the Company's connections with a broad and diverse range of patients and healthcare providers allow it to both expand clinical trial participation opportunities to typically underrepresented communities, and to make clinical trials a viable treatment option for patients whose current treatment options may be limited or inadequate.

The healthcare and life sciences industries remain among the most significantly impacted by technological advancements.

The Company is using artificial intelligence to better identify and predict trends such as the timing and location of demand shifts for certain tests.

In doing so, the Company is supporting an efficient use of supplies, staffing, and the Company’s advanced logistics used to route testing to the most appropriate laboratories and quickly deliver results.

Data is also being used by the Company to advance science and the public's understanding of certain treatments and illnesses, including chronic kidney disease.

Digitalization continues to be an area of focus for the Company as it responds to the use of technology-enabled tools and services by healthcare providers, patients and pharmaceutical companies for absorbing, handling, and disseminating information.

These services include decentralized clinical trials, which offer the potential to remove barriers that may have slowed or prevented studies from being conducted in the past.

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

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

| | | | [Part III](#i08a97689c07947999e3806624f21762c_115) | | | | | |

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

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.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

difficulty in maintaining relationships with customers or retaining key employees as a result of uncertainty surrounding the integration of acquisitions and the resulting negative effects on the business of the Company;

17.

consolidation and convergence of MCOs, biopharmaceutical companies, health systems, large physician organizations and other customers, potentially causing material shifts in insourcing, utilization, pricing and reimbursement, including full and partial risk-based models;

18.

19.

20.

21.

22.

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34.

The table below summarizes certain information as to Dx's principal operating and administrative facilities as of December 31, [removed: 2020.][added: 2021.]

The table below summarizes certain information as to DD's principal operating and administrative facilities as of December 31, [removed: 2020.][added: 2021.]

| South Bend, Indiana | | | Leased | | |

| Bedford, Massachusetts | | | Owned | | |

| Gaithersburg, Maryland | | | Leased | | |

On February 24, [removed: 2021,] [added: 2022,] there were approximately [removed: 1,398] [added: 1,322] holders of record of the Common Stock.

The Company has not historically paid dividends on its Common [removed: Stock and does not presently anticipate paying any dividends on its Common Stock in the foreseeable future.][added: Stock.]

The graph below shows the cumulative total return assuming an investment of $100 on December 31, [removed: 2015,] [added: 2016,] in each of the Company’s [removed: common stock,] [added: Common Stock,] the Standard & Poor’s, or S&P Composite-500 Stock Index and the S&P 500 Health Care Index, or Peer Group, and assuming that all dividends were reinvested.

| | | | [removed: 12/2015] [added: 12/2016] | | | | | | [removed: 12/2016] [added: 12/2017] | | | | | | [removed: 12/2017] [added: 12/2018] | | | | | | [removed: 12/2018] [added: 12/2019] | | | | | | [removed: 12/2019] [added: 12/2020] | | | | | | [removed: 12/2020] [added: 12/2021] | | |

[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: 2020,] [added: 2021,] by or on behalf of the [removed: Company:][added: Company, inclusive of amounts paid in respect of the accelerated share repurchase agreements (collectively, the ASR Agreements) for which the Company received 80% of the shares calculated at the price at the inception of the Agreements:]

At the end of [removed: 2019,] [added: 2020,] the Company had outstanding authorization from the board of directors [added: (Board)] to purchase [removed: $900.0] [added: $800.0] of Company common stock.

During [removed: three] [added: the first 11] months [removed: ended March 31, 2020,] [added: of 2021,] the Company purchased [removed: 0.6] [added: 2.5] shares of its common stock at an average price of [removed: $178.85] [added: $270.55] for a total cost of [removed: $100.0.][added: $668.5.]

At the end of [removed: 2020,] [added: 2021,] the Company had outstanding authorization from the [removed: board of directors] [added: Board] to purchase up to [removed: $800.0] [added: $1,631.5] of the Company's common stock.

In December 2021, the Company announced that it plans to initiate a quarterly dividend beginning in the second quarter of 2022.

| Laboratory Corporation of America Holdings | | | $ | 100.00 | | | | | $ | 124.25 | | | | | $ | 98.43 | | | | | $ | 131.77 | | | | | $ | 158.55 | | | | | $ | 244.75 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 122.08 | | | | | $ | 129.97 | | | | | $ | 157.04 | | | | | $ | 178.15 | | | | | $ | 224.71 | |

| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 131.5 | |

| November 1 - November 30 | | | — | | | | | | — | | | | | | — | | | | | | 131.5 | | |

| December 1 - December 31 | | | 2.7 | | | | | | 307.16 | | | | | | 2.7 | | | | | | 1,631.5 | | |

| | | | 2.7 | | | | | | $ | 307.16 | | | | | 2.7 | | | | | | | | |

On December 8, 2021, the Board adopted a new share repurchase plan authorizing repurchase of up to $2,500.0 of the Company's shares in addition to the remaining amount outstanding under the previous plan.

On December 13, 2021, the Company entered into the ASR Agreements with Goldman Sachs & Co. LLC and Barclays Bank PLC (collectively, the Financial Institutions) to repurchase approximately $1,000.0 in the aggregate of the Company’s common stock (Common Stock), as part of the Company’s Common Stock repurchase program.

Under the ASR Agreements in December 2021, $1,000.0 was paid to the banks and the Company received 80% of the shares calculated at the price at the inception of the Agreements, approximately 2.7 shares.

When the forward contract is settled during the first half of 2022, and the Company receives the remaining shares, an additional adjustment to Common Stock and additional paid-in-capital / retained earnings will be recorded.

The specific number of shares that the Company ultimately will repurchase under the ASR Agreements will be based generally on the average of the daily volume-weighted average price per share of the Common Stock during a repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreements may be accelerated, extended or terminated early by the Financial Institutions and various acknowledgments, representations and warranties made by the parties to one another.

The initial shares received under the ASR have been removed from the outstanding share count and the final settlement is expected to be completed by the end of April 2022.

| 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 | | |

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

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.

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: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company's management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

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 [added: Treadway Commission (COSO).]

Based on this assessment, the Company's management determined that, as of December 31, [removed: 2020,] [added: 2021,] the Company maintained effective internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee of the Company’s [removed: board of directors.][added: Board.]

[removed: PricewaterhouseCoopers] [added: Deloitte and Touche] LLP, an independent registered public accounting firm, who audited and reported on the consolidated financial statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] as stated in its report, which is included herein immediately preceding the Company’s audited financial statements.

Treadway Commission (COSO).

PART III

None.

PART III

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: 2021] [added: 2022] (the [removed: 2021] [added: 2022] Proxy Statement) under the caption Election of Directors.

Information regarding executive officers is incorporated by reference to the Company’s [removed: 2021] [added: 2022] Proxy Statement under the caption Executive Officers.

Information concerning the Company’s Audit Committee, including the designation of audit committee financial experts and information regarding compliance with Section 16(a) of the Exchange Act responsive to this item is incorporated by reference to the Company’s [removed: 2021] [added: 2022] Proxy Statement under the captions Corporate Governance and Delinquent Section 16(a) Reports, respectively.

Information concerning the Company's code of ethics is incorporated by reference to the Company's [removed: 2021] [added: 2022] Proxy Statement under the caption Corporate Governance Policies and Procedures.

The information required by this item is incorporated by reference to information in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”

See Note [removed: 15] [added: 13] Stock Compensation Plans to the Consolidated Financial Statements for a discussion of the Company’s Stock Compensation Plans.

Except for the above referenced footnote, the information called for by this item is incorporated by reference to information in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Security Ownership of Certain Beneficial Holders and Management,” “Compensation Discussion [removed: and] [added: &] Analysis” and “Executive Compensation.”

The information required by this item is incorporated by reference to information in the [removed: 2021] [added: 2022] Proxy Statement under the captions “Board Independence” and “Related Party Transactions.”

The information required by this item is incorporated by reference to information in the [removed: 2021] [added: 2022] Proxy Statement under the caption “Fees to Independent Registered Public Accounting Firm.”

| 3.1 | | | [Amended and Restated Certificate of Incorporation of the Company dated May 24, 2001 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3, filed with the Commission on October 19, 2001, File No. 333-71896).](https://www.sec.gov/Archives/edgar/data/920148/000095010301501450/oct1901_x0301.txt) | | | [added: | | |]

| 3.2 | | | [Amended and Restated By-Laws of the Company, adopted and effective July 7, 2020 (incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020. and Restated By-Laws of the Company.](https://www.sec.gov/Archives/edgar/data/920148/000092014820000043/amendedandrestatedbyla.htm) | | | [added: | | |]

| 4.1 | | | [Specimen of the Company’s Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).](http://www.sec.gov/Archives/edgar/data/920148/000092014802000015/stockcert.txt) | | | [added: | | |]

| 4.2 | | | [Indenture, dated as of November 19, 2010, between the Company and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 19, 2010).](http://www.sec.gov/Archives/edgar/data/920148/000092014810000110/ex_4-1.htm) | | | [added: | | |]

| 4.3 | | | [Second Supplemental Indenture, dated as of November 19, 2010, between the Company and U.S. Bank National Association, as trustee, including the form of the 2020 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 19, 2010).](http://www.sec.gov/Archives/edgar/data/920148/000092014810000110/ex_4-3.htm) | | | [added: | | |]

| 4.4 | | | [Third Supplemental Indenture, dated as of August 23, 2012, between the Company and U.S. Bank National Association, as trustee, including the form of the 2017 Notes (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 23, 2012).](http://www.sec.gov/Archives/edgar/data/920148/000119312512365977/d401488dex42.htm) | | | [added: | | |]

| 4.5 | | | [Fourth Supplemental Indenture, dated as of August 23, 2012, between the Company and U.S. Bank National Association, as trustee, including the form of the 2022 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 23, 2012).](http://www.sec.gov/Archives/edgar/data/920148/000119312512365977/d401488dex43.htm) | | | [added: | | |]

| 4.6 | | | [Fifth Supplemental Indenture, dated as of November 1, 2013, between the Company and U.S. Bank National Association, as trustee, including the form of the 2018 Notes (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 1, 2013).](http://www.sec.gov/Archives/edgar/data/920148/000119312513422088/d619416dex42.htm) | | | [added: | | |]

| 4.7 | | | [Sixth Supplemental Indenture, dated as of November 1, 2013, between the Company and U.S. Bank National Association, as trustee, including the form of the 2023 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 1, 2013).](http://www.sec.gov/Archives/edgar/data/920148/000119312513422088/d619416dex43.htm) | | | [added: | | |]

| 4.8 | | | [Seventh Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2020 Notes (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 30, 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex42.htm) | | | [added: | | |]

| 4.9 | | | [Eighth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2022 Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 30, 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex43.htm) | | | [added: | | |]

| 4.10 | | | [Ninth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2025 Notes (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 30, 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex44.htm) | | | [added: | | |]

| 4.11 | | | [Tenth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2045 Notes (incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 30, 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex45.htm) | | | [added: | | |]

| 4.12 | | | [Eleventh Supplemental Indenture, dated as of August 22, 2017, between the Company and U.S. Bank National Association, as trustee, including the form of the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2017).](http://www.sec.gov/Archives/edgar/data/920148/000119312517264395/d427802dex42.htm) | | | [added: | | |]

| 4.13 | | | [Twelfth Supplemental Indenture, dated as of August 22, 2017, between the Company and U.S. Bank National Association, as trustee, including the form of the 2027 Notes (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 22, 2017).](http://www.sec.gov/Archives/edgar/data/920148/000119312517264395/d427802dex43.htm) | | | [added: | | |]

| 4.14 | | | [Thirteenth Supplemental Indenture, dated as of November 25, 2019, between the Company and U.S. Bank National Association, as trustee, including the form of the 2024 Notes (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 25, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | | [added: | | |]

| 4.15 | | | [Fourteenth Supplemental Indenture, dated as of November 25, 2019, between the Company and U.S. Bank National Association, as trustee, including the form of the 2029 Notes (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 25, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex43.htm) | | | [added: | | |]

| [removed: 4.16*] [added: 4.18*] | | | [Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/920148/000092014821000018/exhibit416descriptionofreg.htm) | | | [added: | | |]

| 10.1+ | | | National Health Laboratories Incorporated Pension Equalization Plan (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992). | | | [added: | | |]

| 10.2+ | | | [Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014804000191/ex10-1_pepplan.htm) | | | [added: | | |]

| 10.3+ | | | [First Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014804000191/ex10-2_pepamend.htm) | | | [added: | | |]

| 10.4+ | | | [Second Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/pepamend2_10-4.htm) | | | [added: | | |]

| 10.5+ | | | [Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.22 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcomp_ex10-22.htm) | | | [added: | | |]

| 10.6+ | | | [First Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcompamend_ex10-23.htm) | | | [added: | | |]

| 10.7+ | | | [Second Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000161/ex10-8_defcomp.htm) | | | [added: | | |]

| 10.8+ | | | [Third Amendment to the Laboratory Corporation of America Amended and Restated New Pension Equalization Plan (incorporated herein by reference Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000161/exhibit10-6.htm) | | | [added: | | |]

| 10.9+ | | | [Third Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).](http://www.sec.gov/Archives/edgar/data/920148/000116923207001103/ex10-28_defcomp.htm) | | | [added: | | |]

| 10.10+ | | | [Fourth Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).](http://www.sec.gov/Archives/edgar/data/920148/000092014808000071/ex10-34_defcomp.htm) | | | [added: | | |]

| 10.11+ | | | [Laboratory Corporation of America Holdings 2008 Stock Incentive Plan (incorporated herein by reference to Annex III to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 25, 2008).](http://www.sec.gov/Archives/edgar/data/920148/000119312508064635/ddef14a.htm) | | | [added: | | |]

| 10.12+ | | | [Amendment to Laboratory Corporation of America Holdings 2008 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2008).](http://www.sec.gov/Archives/edgar/data/920148/000092014808000150/exhibit10-2.htm) | | | [added: | | |]

| 10.13+ | | | [Laboratory Corporation of America Holdings 2012 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2012).](https://www.sec.gov/Archives/edgar/data/920148/000092014812000065/exhibit101toform8-k.htm) | | | [added: | | |]

| 10.14 | | | [Second Amended and Restated Credit Agreement, dated as of September 15, 2017, (originally dated as of December 21, 2011), among the Company, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association as Syndication Agent and L/C Issuer, Credit Suisse AG, Cayman Islands Branch as Documentation Agent and L/C Issuer, the Bank of Tokyo-Mitsubishi UFJ, LTD., Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, KeyBank National Association, PNC Bank, National Association, TD Bank, N.A., and U.S. Bank National Association, as Documentation Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and Credit Suisse Securities (USA) LL as Joint Lead Arrangers and Joint Book Managers, and the lenders named therein (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-Q filed on November 2, 2017).](https://www.sec.gov/Archives/edgar/data/920148/000092014817000112/exhibit103q32017.htm) | | | [added: | | |]

| 10.15 | | | [Amendment No. 1, dated as of May 7, 2020, to the Second Amended and Restated Credit Agreement, dated September 15, 2017 (originally dated as of December 21, 2011), among the Company, Bank of America, N.A. as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit102amendment.htm) | | | [added: | | |]

| [removed: 10.16+] [added: 10.17+] | | | [Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex101.htm) | | | [added: | | |]

| [removed: 10.17+] [added: 10.18+] | | | [Laboratory Corporation of America Holdings 2016 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex102.htm) | | | [added: | | |]

| [removed: 10.18] [added: 10.19] | | | [Term Loan Credit Agreement, dated June 3, 2019, by and among Laboratory Corporation of America Holdings, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519164256/d755218dex101.htm) | | | [added: | | |]

| [removed: 10.19] [added: 10.20] | | | [Amendment No. 1, dated as of May 7, 2020, to the Term Loan Credit Agreement, dated June 3, 2019, among the Company, Bank of America, N.A. as administrative agent, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)[.](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)] | | | [added: | | |]

| [removed: 10.20+] [added: 10.21+] | | | [Executive Employment Agreement, dated June 4, 2019, by and between Laboratory Corporation of America Holdings and Adam H. Schechter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519165518/d758193dex101.htm) | | | [added: | | |]

| [removed: 10.21*+] [added: 10.22*+] | | | [Amended and Restated Master Senior Executive Severance Plan.](https://www.sec.gov/Archives/edgar/data/920148/000092014821000018/exhibit1021amendedandresta.htm) | | | [added: | | |]

| 16.1 | | | [Letter of PricewaterhouseCoopers LLP, dated November 5, 2020 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on November 5, 2020).](https://www.sec.gov/Archives/edgar/data/920148/000119312520287013/d141788dex161.htm) | | | [added: | | |]

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| 4.16 | | | [Fifteenth Supplemental Indenture, dated as of May 26, 2021, between the Company and U.S. Bank National Association, as trustee, including the form of the 2026 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex42.htm) [(incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) [May 26, 2021](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)[).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | | | | |

| 4.17 | | | [Sixteenth Supplemental Indenture, dated as of May 26, 2021, between the Company and U.S. Bank National Association, as trustee, including the form of the 2031 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex43.htm) [(incorporated herein by reference to Exhibit 4.](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) [to the Company's Current Report on Form 8-K filed on May 26, 2021).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | | | | |

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| 10.16 | | | [Third Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, Bank of America N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000041/labcorp-thirdarcreditagree.htm) | | | | | |

| 16.2 | | | [L](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[etter of Pricewaterhouse](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[Coopers](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm) [LLP](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[, dated March 3, 2021 (inco](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[rporated by reference to](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm) [Exhibit 1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[6.1 to the Company's](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm) [Current Report on Form 8-K/A filed on M](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm)[arch 3, 2021).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm) | | | | | |

| 23.1* | | | [Consent of Deloitte & Touche LLP, an independent registered public accounting firm](https://www.sec.gov/Archives/edgar/data/920148/000092014822000015/exhibit2312021.htm) | | |

| 24.8* | | | [Power of Attorney of Kathryn E. Wengel](https://www.sec.gov/Archives/edgar/data/920148/000092014822000015/exhibit2482021.htm) | | |

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| Dated: | | | February 25, [removed: 2021] [added: 2022] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant on February 25, [removed: 2021] [added: 2022] in the capacities indicated.

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

[removed: | [Report of Independent Registered Public Accounting Firm](#i08a97689c07947999e3806624f21762c_148) | | | F-[2](#i08a97689c07947999e3806624f21762c_148) | | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| Consolidated Financial Statements: | | | | | | [added: | | | | | |]

| [Consolidated Balance [removed: Sheets](#i08a97689c07947999e3806624f21762c_151)] [added: Sheets](#ic2f3f2bd1a624e5db07ef484c4e34304_160)] | | | [removed: F-[5](#i08a97689c07947999e3806624f21762c_151)] | | | [added: | | | F-[7](#ic2f3f2bd1a624e5db07ef484c4e34304_160) | | |]

| [Consolidated Statements of [removed: Operations](#i08a97689c07947999e3806624f21762c_157)] [added: Operations](#ic2f3f2bd1a624e5db07ef484c4e34304_166)] | | | [removed: F-[6](#i08a97689c07947999e3806624f21762c_157)] | | | [added: | | | F-[8](#ic2f3f2bd1a624e5db07ef484c4e34304_166) | | |]

| [Consolidated Statements of Comprehensive [removed: Earnings](#i08a97689c07947999e3806624f21762c_160)] [added: Earnings](#ic2f3f2bd1a624e5db07ef484c4e34304_169)] | | | [removed: F-[7](#i08a97689c07947999e3806624f21762c_160)] | | | [added: | | | F-[9](#ic2f3f2bd1a624e5db07ef484c4e34304_169) | | |]

| [Consolidated Statements of Changes in Shareholders' [removed: Equity](#i08a97689c07947999e3806624f21762c_163)] [added: Equity](#ic2f3f2bd1a624e5db07ef484c4e34304_172)] | | | [removed: F-[8](#i08a97689c07947999e3806624f21762c_163)] | | | [added: | | | F-[10](#ic2f3f2bd1a624e5db07ef484c4e34304_172) | | |]

| [Consolidated Statements of Cash [removed: Flows](#i08a97689c07947999e3806624f21762c_166)] [added: Flows](#ic2f3f2bd1a624e5db07ef484c4e34304_175)] | | | [removed: F-[9](#i08a97689c07947999e3806624f21762c_166)] | | | [added: | | | F-[11](#ic2f3f2bd1a624e5db07ef484c4e34304_175) | | |]

| [Notes to Consolidated Financial [removed: Statements](#i08a97689c07947999e3806624f21762c_169)] [added: Statements](#ic2f3f2bd1a624e5db07ef484c4e34304_178)] | | | [removed: F-[10](#i08a97689c07947999e3806624f21762c_169)] | | | [added: | | | F-[12](#ic2f3f2bd1a624e5db07ef484c4e34304_178) | | |]

[removed: Opinions] [added: Opinion] on [removed: the Financial Statements and] Internal Control over Financial Reporting

We have audited the [removed: accompanying] consolidated balance [removed: sheets] [added: sheet] of Laboratory Corporation of America Holdings and its subsidiaries (the “Company”) as of December 31, [removed: 2020 and 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive earnings, changes in shareholders' equity and cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”).

We [removed: also] have audited the [removed: Company's] internal control over financial reporting [added: of Laboratory Corporation of America Holdings and subsidiaries (the “Company”)] as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020 and 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

[removed: Also in] [added: In] our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control [removed: -] [added: –] Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by [removed: the] COSO.

Basis for [removed: Opinions][added: Opinion]

The Company's management is responsible for [removed: these consolidated financial statements, for] maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting, included in the [added: accompanying] Report of Management on Internal Control over Financial [removed: Reporting appearing under Item 9A.][added: Reporting.]

Our responsibility is to express [removed: opinions on the Company’s consolidated financial statements and] [added: an opinion] on the Company's internal control over financial reporting based on our [removed: audits.][added: audit.]

We conducted our [removed: audits] [added: audit] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether [removed: the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether] effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit [removed: of internal control over financial reporting] included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, [removed: and] testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk.][added: risk, and performing such other procedures as we considered necessary in the circumstances.]

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

A company’s internal control over financial reporting includes those policies and procedures that [removed: (i)] [added: (1)] 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: (ii)] [added: (2)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and [added: expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.]

The critical audit matters communicated below are matters arising from the [removed: current period] [added: current-period] audit of the [removed: consolidated] financial statements that were communicated or required to be communicated to the audit committee and that [removed: (i)] [added: (1)] relate to accounts or disclosures that are material to the [removed: consolidated] financial statements and [removed: (ii)] [added: (2)] involved our especially challenging, subjective, or complex judgments.