Item 1. Financial Information

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Millions)

			December 31, 2021						December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents			$	1,472.7					$	1,320.8
Accounts receivable, net			2,261.5						2,479.8
Unbilled services			716.8						536.8
Supplies inventory			401.4						423.2
Prepaid expenses and other			478.1						364.8
Total current assets			5,330.5						5,125.4
Property, plant and equipment, net			2,815.4						2,729.6
Goodwill, net			7,958.9						7,751.5
Intangible assets, net			3,735.5						3,961.1
Joint venture partnerships and equity method investments			60.9						73.5
Deferred income taxes			21.6						20.6
Other assets, net			462.6						410.0
Total assets			$	20,385.4					$	20,071.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	621.3					$	638.9
Accrued expenses and other			1,404.1						1,357.7
Unearned revenue			558.5						506.5
Short-term operating lease liabilities			187.0						192.0
Short-term finance lease liabilities			10.5						6.7
Short-term borrowings and current portion of long-term debt			1.5						376.7
Total current liabilities			2,782.9						3,078.5
Long-term debt, less current portion			5,416.5						5,419.0
Operating lease liabilities			642.5						677.6
Financing lease liabilities			84.6						84.4
Deferred income taxes and other tax liabilities			762.9						828.5
Other liabilities			402.0						526.4
Total liabilities			10,091.4						10,614.4
Commitments and contingent liabilities
Noncontrolling interest			20.6						20.7
Shareholders’ equity
Common stock, 93.1 and 97.5 shares outstanding at December 31, 2021 and 2020, respectively			8.5						9.0
Additional paid-in capital			—						110.3
Retained earnings			10,456.8						9,479.2
Accumulated other comprehensive loss			(191.9)						(161.9)
Total shareholders’ equity			10,273.4						9,436.6
Total liabilities and shareholders’ equity			$	20,385.4					$	20,071.7

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Data)

			Years Ended December 31,
			2021						2020						2019
Revenues			$	16,120.9					$	13,978.5					$	11,554.8
Cost of revenues			10,496.6						9,025.7						8,302.3
Gross profit			5,624.3						4,952.8						3,252.5
Selling, general and administrative expenses			1,952.1						1,729.3						1,624.5
Amortization of intangibles and other assets			369.6						275.4						243.2
Goodwill and other asset impairments			—						462.1						—
Restructuring and other charges			43.1						40.6						54.6
Operating income			3,259.5						2,445.4						1,330.2
Other income (expense):
Interest expense			(212.1)						(207.4)						(240.7)
Equity method income, net			26.5						2.9						9.8
Investment income			10.2						10.3						8.8
Other, net			42.5						(32.1)						(3.2)
Earnings before income taxes			3,126.6						2,219.1						1,104.9
Provision for income taxes			747.1						662.1						280.0
Net earnings			2,379.5						1,557.0						824.9
Less: Net earnings attributable to the noncontrolling interest			(2.2)						(0.9)						(1.1)
Net earnings attributable to Laboratory Corporation of America Holdings			$	2,377.3					$	1,556.1					$	823.8
Basic earnings per common share			$	24.60					$	15.99					$	8.42
Diluted earnings per common share			$	24.39					$	15.88					$	8.35

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In Millions, Except Per Share Data)

			Years Ended December 31,
			2021						2020						2019
Net earnings			$	2,379.5					$	1,557.0					$	824.9
Foreign currency translation adjustments			(104.6)						264.1						104.4
Net benefit plan adjustments			91.7						(65.7)						(17.4)
Other comprehensive earnings (loss) before tax			(12.9)						198.4						87.0
Provision (benefit) for income tax related to items of comprehensive earnings			(17.1)						12.1						3.7
Other comprehensive earnings (loss), net of tax			(30.0)						210.5						90.7
Comprehensive earnings			2,349.5						1,767.5						915.6
Less: Net earnings attributable to the noncontrolling interest			(2.2)						(0.9)						(1.1)
Comprehensive earnings attributable to Laboratory Corporation of America Holdings			$	2,347.3					$	1,766.6					$	914.5

The accompanying notes are an integral part of these consolidated financial statements.

F-9

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Millions)

			Common Stock						Additional Paid-in Capital						Retained Earnings						Treasury Stock						Accumulated Other Comprehensive Earnings (Loss)						Total Shareholders’ Equity
BALANCE AT DECEMBER 31, 2018			$	11.7					$	1,451.1					$	7,156.7					$	(1,108.1)					$	(463.1)					$	7,048.3
Net earnings attributable to Laboratory Corporation of America Holdings			—						—						823.8						—						—						823.8
Other comprehensive earnings (loss), net of tax			—						—						—						—						90.7						90.7
Issuance of common stock under employee stock plans			—						64.7						—						—						—						64.7
Net share settlement tax payments from issuance of stock to employees			—						(0.5)						—						(40.1)						—						(40.6)
Stock compensation			—						107.0						—						—						—						107.0
Retirement of treasury stock			(2.4)						(1,145.8)						—						1,148.2						—						—
Purchase of common stock			(0.3)						(449.7)						—						—						—						(450.0)
BALANCE AT DECEMBER 31, 2019			9.0						26.8						7,980.5						—						(372.4)						7,643.9
Adoption of credit loss accounting standard			—						—						(7.0)						—						—						(7.0)
Net earnings attributable to Laboratory Corporation of America Holdings			—						—						1,556.1						—						—						1,556.1
Other comprehensive earnings (loss), net of tax			—						—						—						—						210.5						210.5
Issuance of common stock under employee stock plans			—						55.9						—						—						—						55.9
Net share settlement tax payments from issuance of stock to employees			—						(34.5)						—						—						—						(34.5)
Stock compensation			—						111.7						—						—						—						111.7
Purchase of common stock			—						(49.6)						(50.4)						—						—						(100.0)
BALANCE AT DECEMBER 31, 2020			9.0						110.3						9,479.2						—						(161.9)						9,436.6
Net earnings attributable to Laboratory Corporation of America Holdings			—						—						2,377.3						—						—						2,377.3
Other comprehensive earnings (loss), net of tax			—						—						—						—						(30.0)						(30.0)
Issuance of common stock under employee stock plan			—						51.7						—						—						—						51.7
Net share settlement tax payments from issuance of stock to employees			—						(47.4)						—						—						—						(47.4)
Stock compensation			—						153.7						—						—						—						153.7
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 accompanying notes are an integral part of these consolidated financial statements.

F-10

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

			Years Ended December 31,
			2021						2020						2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings			$	2,379.5					$	1,557.0					$	824.9
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			745.1						624.7						577.2
Stock compensation			153.7						111.7						107.0
Loss on sale of business			—						—						13.2
Operating lease right-of-use asset expense			194.9						200.3						194.1
Goodwill and other asset impairments			—						462.1						—
Deferred income taxes			(75.9)						(47.0)						29.2
Other, net			(24.0)						83.4						(6.5)
Change in assets and liabilities (net of effects of acquisitions and divestitures):
(Increase) decrease in accounts receivable			222.0						(913.4)						(64.1)
Increase in unbilled services			(179.2)						(42.5)						(59.0)
(Increase) decrease in inventory			2.8						(196.6)						(21.9)
Increase in prepaid expenses and other			(68.2)						(5.4)						(42.6)
Decrease in accounts payable			(10.2)						(5.3)						(12.8)
Increase in deferred revenue			45.0						48.4						38.1
Increase (decrease) in accrued expenses and other			(275.9)						257.9						(132.1)
Net cash provided by operating activities			3,109.6						2,135.3						1,444.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(460.4)						(381.7)						(400.2)
Purchase of investments			(27.8)						(40.1)						(27.5)
Proceeds from sale of assets			87.3						42.1						7.7
Proceeds from sale or distribution of investments			13.2						1.0						11.2
Proceeds from exit from swaps			—						3.1						—
Proceeds from sale of business			—						—						1.7
Acquisition of businesses, net of cash acquired			(496.9)						(267.6)						(876.0)
Net cash used for investing activities			(884.6)						(643.2)						(1,283.1)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Senior Notes offerings			1,000.0						—						1,050.0
Payments on Senior Notes			(1,000.0)						(412.2)						(687.9)
Proceeds from term loan			—						—						850.0
Payments on term loan			(375.0)						—						(1,002.0)
Proceeds from revolving credit facilities			—						151.7						495.0
Payments on revolving credit facilities			—						(151.7)						(495.0)
Net share settlement tax payments from issuance of stock to employees			(47.4)						(34.5)						(40.6)
Net proceeds from issuance of stock to employees			51.7						55.9						64.7
Purchase of common stock			(1,668.5)						(100.0)						(450.0)
Other			(26.6)						(26.6)						(36.9)
Net cash used for financing activities			(2,065.8)						(517.4)						(252.7)
Effect of exchange rate changes on cash and cash equivalents			(7.3)						8.6						1.8
Net increase (decrease) in cash and cash equivalents			151.9						983.3						(89.3)
Cash and cash equivalents at beginning of period			1,320.8						337.5						426.8
Cash and cash equivalents at end of period			$	1,472.7					$	1,320.8					$	337.5

The accompanying notes are an integral part of these consolidated financial statements.

F-11

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation

Laboratory Corporation of America® Holdings (Labcorp® or the Company) is a leading global life sciences company that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers, and patients make clear and confident decisions. By leveraging its strong diagnostics and drug development capabilities, the Company provides insights and accelerates innovations to improve health and improve lives. With over 75,500 employees, the Company serves clients in more than 100 countries.

The Company reports its business in two segments, Labcorp Diagnostics (Dx) and Labcorp Drug Development (DD). As part of the Company's rebranding initiative announced in December 2020, the Company changed the names of its segments, which were previously referred to as LabCorp Diagnostics and Covance Drug Development. For further financial information about these segments, including information for each of the last three fiscal years regarding revenue, operating income, and other important information, see Note 19 Business Segment Information to the Consolidated Financial Statements. In 2021, Dx and DD contributed 64% and 36%, respectively, of revenues to the Company, and in 2020 contributed 65% and 35%, respectively.

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. Investments in which the Company does not exercise significant influence (generally, when the Company has an investment of less than 20% and no representation on the investee's board of directors) are accounted for at fair value or at cost minus impairment adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer for those investments that do not have readily determinable fair values. All significant inter-company transactions and accounts have been eliminated. The Company does not have any variable interest entities or special purpose entities whose financial results are not included in the consolidated financial statements.

The financial statements of the Company's operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the year. Resulting translation adjustments are included in “Accumulated other comprehensive income.”

Reimbursable Out-of-Pocket Expenses

DD pays on behalf of its customers certain out-of-pocket costs for which the Company is reimbursed at cost, without mark-up or profit. Out-of-pocket costs paid by DD are reflected in cost of revenues, while the reimbursements received are reflected in revenues in the consolidated statements of operations.

Cost of Revenues

Cost of revenue includes direct labor and related benefit charges, reimbursable expenses, other direct costs, shipping and handling fees, and an allocation of facility charges and information technology costs. Selling, general and administrative expenses consist primarily of administrative payroll and related benefit charges, advertising and promotional expenses, administrative travel and an allocation of facility charges and information technology costs. Cost of advertising is expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Significant estimates include implicit price concessions, revenue estimates, the allowances for doubtful accounts, deferred tax assets, fair values of acquired assets and assumed liabilities in business combinations, fair value of goodwill and indefinite-lived intangible assets, amortization lives for acquired intangible assets, and accruals for self-insurance reserves, litigation reserves and pensions. Actual results could differ from those estimates.

The extent to which the COVID-19 pandemic has and will continue to impact the Company’s business and financial results depend on numerous evolving factors including, but not limited to: the magnitude and duration of the COVID-19 pandemic, the impact to worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain

F-12

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2021, and through the date of this Annual Report. The accounting matters assessed included, but were not limited to, the Company’s implicit price concessions and credit losses, equity investments, and the carrying value of goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could impact the Company’s consolidated financial statements in future reporting periods.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains cash and cash equivalents with various major financial institutions. The total cash and cash equivalent balances that exceeded the balances insured by the Federal Deposit Insurance Commission, were approximately $1,471.0 and $1,319.4 at December 31, 2021, and 2020, respectively.

Substantially all of the Company’s accounts receivable are with companies in the healthcare or pharmaceutical industry and individuals. However, concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many different geographic regions.

Although Dx has receivables due from U.S. and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related healthcare programs are funded by U.S. and state governments, and payment is primarily dependent upon submitting appropriate documentation. Accounts receivable balances (gross) from Medicare and Medicaid were $94.5 and $109.8 at December 31, 2021, and 2020, respectively.

For the Company's operations in Ontario, Canada, the Ontario Ministry of Health and Long-Term Care (Ministry) determines who can establish a licensed community medical laboratory and caps the amount that each of these licensed laboratories can bill the government sponsored healthcare plan. The Ontario government-sponsored healthcare plan covers the cost of commercial laboratory testing performed by the licensed laboratories. The provincial government discounts the annual testing volumes based on certain utilization discounts and establishes an annual maximum it will pay for all community laboratory tests. The agreed-upon reimbursement rates are subject to Ministry review at the end of year and can be adjusted (at the government's discretion) based upon the actual volume and mix of test work performed by the licensed healthcare providers in the province during the year. The capitated accounts receivable balances from the Ontario government sponsored healthcare plan were CAD 7.2 and CAD 0.6 at December 31, 2021, and 2020, respectively.

The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk. At December 31, 2021, and 2020, receivables due from patients represented approximately 16.7% and 13.9% of the Company's consolidated gross accounts receivable, respectively. The Company applies assumptions and judgments including historical collection experience and reasonable and supportable forecasts for assessing collectability and determining allowances for doubtful accounts for accounts receivable from patients.

Earnings per Share

Basic earnings per share is computed by dividing net earnings attributable to Laboratory Corporation of America Holdings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings including the impact of dilutive adjustments by the weighted average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, performance share awards, and accelerated share repurchases.

The following represents a reconciliation of basic earnings per share to diluted earnings per share:

			2021																		2020																		2019
			Income						Shares						Per Share Amount						Income						Shares						Per Share Amount						Income						Shares						Per Share Amount
Basic earnings per share			$	2,377.3					96.7						$	24.60					$	1,556.1					97.3						$	15.99					$	823.8					97.9						$	8.42
Stock options and stock awards			—						0.8												—						0.7												—						0.7
Diluted earnings per share			$	2,377.3					97.5						$	24.39					$	1,556.1					98.0						$	15.88					$	823.8					98.6						$	8.35

F-13

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table summarizes the potential common shares not included in the computation of diluted earnings per share because their impact would have been antidilutive:

			Years Ended December 31,
			2021						2020						2019
Stock options			0.1						0.2						0.2

Stock Compensation Plans

The Company measures stock compensation cost for all equity awards at fair value on the date of grant and recognizes compensation expense over the service period for awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. The grant date fair value of performance awards is based on a Monte Carlo simulated fair value for the relative (as compared to the peer companies) total shareholder return component of the performance awards. Such value is recognized as an expense over the service period, net of estimated forfeitures and the Company's determination of whether it is probable that the performance targets will be achieved. At the end of each reporting period, the Company reassesses the probability of achieving performance targets. The estimation of equity awards that will ultimately vest requires judgment and the Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Forfeitures are recognized as a reduction of compensation expense in earnings in the period in which they occur.

See Note 13 Stock Compensation Plans for assumptions used in calculating compensation expense for the Company’s stock compensation plans.

Cash Equivalents

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

Supplies Inventory

Inventories, consisting primarily of purchased laboratory and customer supplies and finished goods, are stated at the lower of cost (first-in, first-out) or net realizable value. Supplies accounted for $371.5 and $403.6 and finished goods accounted for $29.9 and $19.6 of total inventory at December 31, 2021, and 2020, respectively. The Company's inventory reserve balance was $40.1 and $20.2, as of December 31, 2021 and 2020, respectively.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation and amortization expense is computed on all classes of assets based on their estimated useful lives, as indicated below, using the straight-line method.

			Years
Buildings and building improvements			10			-			35
Machinery and equipment			3			-			10
Furniture and fixtures			5			-			10
Software			3			-			5

Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related leases. Expenditures for repairs and maintenance are charged to operations as incurred. Retirements, sales and other disposals of assets are recorded by removing the cost and accumulated depreciation from the related accounts with any resulting gain or loss reflected in the consolidated statements of operations.

Capitalized Software Costs

The Company capitalizes purchased software that is ready for service and capitalizes software development costs incurred on significant projects starting from the time that the preliminary project stage is completed and the Company commits to funding a project until the project is substantially complete and the software is ready for its intended use. Capitalized costs include direct material and service costs and payroll and payroll-related costs. Research and development (R&D) costs and other computer software maintenance costs related to software development are expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the underlying system ranging from three to fifteen years, generally five years. Amortization begins once the underlying system is substantially complete and ready for its intended use.

F-14

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Long-Lived Assets

The Company assesses goodwill and indefinite-lived intangibles for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. 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 Company recognizes an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value.

In the qualitative assessment, the Company considers relevant events and circumstances for each reporting unit, including (i) current year results, (ii) financial performance versus management’s annual and five-year strategic plans, (iii) changes in the reporting unit carrying value since prior year, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate changes, and (vi) changes in products or services offered by the reporting unit. If applicable, performance in recent years is compared to forecasts included in prior quantitative valuations. Based on the results of the qualitative assessment, if the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying values of the reporting unit, then no quantitative assessment is performed.

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.

Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Recoverability of assets to be held and used is determined by the Company at the level for which there are identifiable cash flows by comparison of the carrying amount of the assets to future undiscounted net cash flows before interest expense and income taxes expected to be generated by the assets. Impairment, if any, is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets (based on market prices in an active market or on discounted cash flows). Assets to be disposed of are reported at the lower of the carrying amount or fair value.

Intangible Assets

Intangible assets are amortized on a straight-line basis over the expected periods to be benefited, as set forth in the table below, such as legal life for patents and technology and contractual lives for non-compete agreements.

			Years
Customer relationships			10			-			36
Patents, licenses and technology			3			-			15
Non-compete agreements			3			-			5
Trade names			1			-			15

Debt Issuance Costs

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

Professional Liability

The Company is self-insured (up to certain limits) for professional liability claims arising in the normal course of business, generally related to the testing and reporting of laboratory test results. The Company estimates a liability that represents the ultimate exposure for aggregate losses below those limits. The liability is based on assumptions and factors for known and incurred but not reported claims, including the frequency and payment trends of historical claims.

F-15

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Leases

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. Both finance and operating leases are reflected as liabilities on the commencement date of the lease based on the present value of the lease payments to be made over the lease term. Right-of-use assets are valued at the initial measurement of the lease liability, plus any initial direct costs or rent prepayments, minus lease incentives and any deferred lease payments. The classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

A certain number of these leases contain rent escalation clauses either fixed or adjusted periodically for inflation or market rates that are factored into the Company's determination of lease payments. The Company also has variable lease payments that do not depend on a rate or index, for items such as volume purchase commitments, which are recorded as variable cost when incurred. As most of the Company's leases do not provide an implicit rate, the Company estimates an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. The Company uses this rate to discount payments to present value. Some operating leases contain renewal options, some of which also include options to early terminate the leases. 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. See Note 5 Leases to the Consolidated Financial Statements.

Income Taxes

The Company accounts for income taxes utilizing the asset and liability method. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company does not recognize a tax benefit unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that the Company believes is greater than 50% likely to be realized. The Company records interest and penalties in income tax expense.

Derivative Financial Instruments

Interest rate swap agreements, which have been used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value.

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

See Note 17 Derivative Instruments and Hedging Activities for the Company’s objectives in using derivative instruments and the effect of derivative instruments and related hedged items on the Company’s financial position, financial performance and cash flows.

Fair Value of Financial Instruments

Fair value measurements for financial assets and liabilities are determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered fair value hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2), and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

Research and Development

The Company expenses R&D costs as incurred.

Foreign Currencies

For subsidiaries outside of the U.S. that operate in a local currency environment, income and expense items are translated to U.S. dollars at the monthly average rates of exchange prevailing during the period, assets and liabilities are translated at period-end exchange rates and equity accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of shareholders’ equity in the consolidated balance sheets and are included in the determination of comprehensive income in the consolidated statements of comprehensive earnings and consolidated statements of changes in

F-16

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

shareholders’ equity. Transaction gains and losses are included in the determination of net income in the consolidated statements of operations.

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.

2. REVENUES

Description of Revenues

Dx attributes revenues to a geographical region based upon where the diagnostic test is performed, while DD attributes revenues to a geographical region based upon where the services are performed. The Company's revenue by segment payers/customer groups for the years ended December 31, 2021, 2020 and 2019 is as follows:

			Year Ended December 31, 2021																								For the Year Ended December 31, 2020																																	For the Year Ended December 31, 2019
			North America												Europe																		Other						Total						North America						Europe						Other						Total															North America						Europe						Other						Total
Payer/Customer
Dx
Clients			17		%										—		%																—		%				17		%				20		%				—		%				—		%				20		%													17		%				—		%				—		%				17		%
Patients			6		%										—		%																—		%				6		%				6		%				—		%				—		%				6		%													8		%				—		%				—		%				8		%
Medicare and Medicaid			7		%										—		%																—		%				7		%				7		%				—		%				—		%				7		%													8		%				—		%				—		%				8		%
Third party			34		%										—		%																—		%				34		%				32		%				—		%				—		%				32		%													27		%				—		%				—		%				27		%
Total Dx revenues by payer			64		%										—		%																—		%				64		%				65		%				—		%				—		%				65		%													60		%				—		%				—		%				60		%
DD
Pharmaceutical, biotechnology and medical device companies			17		%										13		%																6		%				36		%				17		%				11		%				7		%				35		%													21		%				12		%				7		%				40		%
Total revenues			81		%										13		%																6		%				100		%				82		%				11		%				7		%				100		%													81		%				12		%				7		%				100		%

Revenues in the U.S. were $12,566.2 (77.9%), $11,192.3 (80.1%) and $8,981.3 (77.7%) for the years ended December 31, 2021, 2020, and 2019.

The following is a description of the current revenue recognition policies of the Company:

Dx Revenues

Dx is an independent clinical laboratory business. It offers a comprehensive menu of frequently requested and specialty diagnostic tests through an integrated network of primary and specialty laboratories across the U.S. In addition to diagnostic testing along with occupational and wellness testing for employers and forensic DNA analysis, Dx also offered a range of other testing services.

Within the Dx segment, a revenue transaction is initiated when Dx receives a requisition order to perform a diagnostic test. The information provided on the requisition form is used to determine the party that will be billed for the testing performed and the expected reimbursement. Dx recognizes revenue and satisfies its performance obligation for services rendered when the testing process is complete and the associated results are reported. Revenues are distributed among four payer portfolios - clients, patients, Medicare and Medicaid and third party. Dx considers negotiated discounts and anticipated adjustments, including historical collection experience for the payer portfolio, when revenues are recorded.

F-17

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following are descriptions of the Dx payer portfolios:

Clients

Client payers represent the portion of Dx’s revenue related to physicians, hospitals, health systems, accountable care organizations (ACOs), employers and other entities where payment is received exclusively from the entity ordering the testing service. Generally, client sales are recorded on a fee-for-service basis at Dx’s client list price, less any negotiated discount. A portion of client billing is for laboratory management services, collection kits and other non-testing services or products. In these cases, revenue is recognized when services are rendered or delivered.

Patients

This portfolio includes revenue from uninsured patients and member cost-share for insured patients (e.g., coinsurance, deductibles and non-covered services). Uninsured patients are billed based upon Dx’s patient list fee schedules, net of any discounts negotiated with physicians on behalf of their patients. Dx bills insured patients as directed by their health plan and after consideration of the fees and terms associated with an established health plan contract.

Medicare and Medicaid

This portfolio relates to fee-for-service revenue from traditional Medicare and Medicaid programs. Revenue from these programs is based on the fee schedule established by the related government authority. In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue. Any remaining adjustments to revenue are recorded at the time of final collection and settlement. These adjustments are not material to Dx’s results of operations in any period presented.

Third Party

Third party includes revenue related to MCOs. The majority of Dx's third-party revenue is reimbursed on a fee-for-service basis. These payers are billed at Dx's established list price and revenue is recorded net of contractual discounts. The majority of Dx’s MCO sales are recorded based upon contractually negotiated fee schedules with sales for non-contracted MCOs recorded based on historical reimbursement experience.

In addition to contractual discounts, other adjustments including anticipated payer denials are considered when determining revenue. Any remaining adjustments to revenue are recorded at the time of final collection and settlement. These adjustments are not material to Dx’s results of operations in any period presented.

Third-party reimbursement is also received through capitation agreements with MCOs and independent physician associations (IPAs). Under capitated agreements, revenue is recognized based on a negotiated per-member, per-month payment for an agreed upon menu of tests, or based upon the proportionate share earned by Dx from a capitation pool. When the agreed upon reimbursement is based solely on an established rate per member, revenue is not impacted by the volume of testing performed. Under a capitation pool arrangement, the aggregate value of an established rate per member is distributed based on the volume and complexity of the procedures performed by laboratories participating in the agreement. Dx recognizes revenue monthly, based upon the established capitation rate or anticipated distribution from a capitated pool.

DD Revenues

DD is a CRO business that provides end-to-end drug development services. DD provides these services predominantly to pharmaceutical, biotechnology and medical device companies worldwide. A majority of DD’s revenues are earned under contracts that range in duration from a few months to several years. These contracts generally take the form of fee-for-service or fixed-price arrangements subject to pricing adjustments based on changes in scope. The total contract value is estimated at the beginning of the contract, and is equal to the amount expected to be billed to the customer. 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 contracts that include multiple performance obligations, DD allocates the contract value to the goods and services based on a customer price list, if available. If a price list is not available, DD will estimate the transaction price using either market prices or an “expected cost plus margin” approach.

Fee-for-service contracts are typically priced based on transaction volume or time and materials. For volume based contracts the contract value is entirely variable and revenue is recognized as the specific product or service is completed. For services billed based on time and materials, revenue is recognized using the right to invoice practical expedient.

Fixed-price contracts are typically recognized as revenue over time based on a proportional-performance basis, using either input or output methods that are specific to the service provided. In an output method, revenue is determined by dividing the actual units of output achieved by the total units of output required under the contract and multiplying that percentage by the

F-18

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

total contract value. When using an input method, revenue is recognized by dividing the actual units of input incurred by the total units of input budgeted in the contract, and multiplying that percentage by the 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.

Most contracts are terminable with or without cause by the customer, either immediately or upon notice. These contracts often require payment to DD of expenses to wind-down the study or project, fees earned to date and, in some cases, a termination fee or a payment to DD of some portion of the fees or profits that could have been earned by DD under the contract if it had not been terminated early. Termination fees are included in revenues when services are performed and realization is assured.

DD Contract costs

DD incurs sales commissions in the process of obtaining contracts with customers, which are recoverable through the service fees in the contract. Sales commissions that are payable upon contract award are recognized as assets and amortized over the expected contract term, along with related payroll tax expense. The amortization of commission expense is based on the weighted average contract duration for all commissionable awards in the respective business in which the commission expense is paid, which approximates the period over which goods and services are transferred to the customer. The amortization period of sales commissions ranges from approximately 1-5 years, depending on the business. For businesses that enter primarily short-term contracts, the Company applies the practical expedient which allows costs to obtain a contract to be expensed when incurred if the amortization period of the assets that would otherwise have been recognized is one year or less. Amortization of assets from sales commissions is included in selling, general, and administrative expense.

DD incurs costs to fulfill contracts with customers, which are recoverable through the service fees in the contract. Contract fulfillment costs include software implementation costs and setup costs for certain services. These costs are recognized as assets and amortized over the expected term of the contract to which the implementation relates, which is the period over which services are expected to be provided to the customer. This period typically ranges from 2-5 years. Amortization of deferred contract fulfillment costs is included in cost of goods sold.

			December 31, 2021						December 31, 2020
Sales commission assets			$	36.2					$	32.6
Deferred contract fulfillment costs			14.4						12.6
Total			$	50.6					$	45.2

Amortization related to sales commission assets and associated payroll taxes for the years ended December 31, 2021, 2020, and 2019 was $27.5, $23.2 and $21.2, respectively. Amortization related to deferred contract fulfillment costs for the years ended December 31, 2021, 2020 and 2019 was $14.2, $10.1 and $8.7, respectively. Impairment expense related to contract costs was immaterial to the Company’s consolidated statement of operations. The Company applies the practical expedient to not recognize the effect of financing in its contracts with customers, when the difference in timing of payment and performance is one year or less.

Accounts Receivable, Unbilled Services and Unearned Revenue

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. Payments received in advance of services being provided are contract liabilities recognized as unearned revenue. Revenue recognized in advance of billing are recognized as unbilled services and the majority of our unbilled services represent unbilled receivables. Once a customer is invoiced, the contract asset is reduced for the amount billed, and a corresponding accounts receivable is recognized. All contract assets are billable to customers within one year from the respective balance sheet date. The following table provides information about accounts receivables, unbilled services, and unearned revenue from contracts with customers:

F-19

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

			December 31, 2021						December 31, 2020
Dx accounts receivable			$	1,193.8					$	1,515.5
DD accounts receivable			1,089.2						986.4
Less DD allowance for doubtful accounts			(21.5)						(22.1)
Accounts receivable			$	2,261.5					$	2,479.8
Gross unbilled services			$	730.8					$	548.1
Less reserve for unbilled services			(14.0)						(11.3)
Unbilled services			$	716.8					$	536.8
Unearned revenue			$	558.5					$	506.5

Revenue recognized during the period, that was included in the unearned revenue balance at the beginning of the period, for the years ended December 31, 2021, 2020, and 2019 was $319.4, $262.6, and 250.2, respectively.

Credit Loss Rollforward

With the adoption of the current expected credit loss standard in 2020, the Company estimates future expected losses on accounts receivable, unbilled services and notes receivable over the remaining collection period of the instrument. The rollforward for the allowance for credit losses for the year ended December 31, 2021, is as follows:

			Accounts Receivable						Unbilled Services						Note and Other Receivables						Total
Allowance for credit losses as of December 31, 2019			$	19.0					$	2.3					$	—					$	21.3
Current expected credit losses opening balance impact on retained earnings			1.8						0.2						5.0						7.0
Credit loss expense			7.0						9.0						0.7						16.7
Write offs			(5.7)						(0.2)						—						(5.9)
Allowance for credit losses as of December 31, 2020			$	22.1					$	11.3					$	5.7					$	39.1
Credit loss expense			3.8						2.7						(5.0)						1.5
Write offs			(4.4)						(0.1)						—						(4.5)
Ending allowance for credit losses			$	21.5					$	13.9					$	0.7					$	36.1

Performance Obligations Under Long-Term Contracts

Long-term contracts at the Company consist primarily of fully managed clinical studies within the DD segment. The amount of existing performance obligations under such long-term contracts unsatisfied as of December 31, 2021, and 2020, was $5,757.5 and $5,128.4, respectively. The Company expects to recognize approximately 40.0% of the remaining performance obligations as of December 31, 2021, as revenue over the next 12 months, and the balance thereafter. The Company's long-term contracts generally range from 1 to 8 years.

The Company applied the practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The Company also did not disclose information about remaining performance obligations when the variable consideration was related to a wholly unsatisfied performance obligation within a series of obligations.

Within DD, revenue of $69.8 and $80.9 was recognized during the year ended December 31, 2021, and December 31, 2020, respectively, from performance obligations that were satisfied in previous periods. This revenue comes primarily from adjustments related to changes in scope, and to a lesser extent changes in estimates in full service clinical studies.

3. BUSINESS ACQUISITIONS AND DISPOSITIONS

2021

During the year ended December 31, 2021, the Company acquired various businesses and related assets for approximately $496.9 in cash (net of cash acquired). The purchase consideration for all acquisitions year to date has been allocated to the estimated fair market value of the net assets acquired, including approximately $198.5 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $298.4. The amortization periods for intangible assets acquired from these transactions range from 11 to 15 years for customer relationships, 5 to 10 years for patents and technology, 5 years for non-compete agreements, and 5 years for trade names. These acquisitions were made primarily to extend the Company's geographic reach in important market areas and enhance the Company's scientific differentiation. The excess of the

F-20

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. The goodwill reflects the Company's expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets. A summary of the net assets acquired in 2021 for these businesses is included below:

			Amounts Acquired During Year Ended December 31, 2021
Accounts receivable			$	10.8
Unbilled services			3.2
Inventories			1.6
Prepaid expenses and other			3.0
Property, plant and equipment			56.6
Goodwill			298.4
Intangible assets			198.5
Total assets acquired			572.1
Accounts payable			2.5
Accrued expenses and other			3.9
Unearned revenue			6.6
Other liabilities			62.2
Total liabilities acquired			75.2
Net assets acquired			$	496.9

The purchase price allocation for several transactions are still preliminary and subject to change. The areas of the purchase price allocation that are not yet finalized relate primarily to intangible assets, goodwill, and the impact of finalizing deferred taxes. Accordingly, adjustments may be made as additional information is obtained about the facts and circumstances that existed as of the valuation date. Any adjustments will be recorded in the period in which they are identified.

Unaudited Pro Forma Information for 2021 Acquisitions

Had the aggregate of the Company's 2021 acquisitions been completed as of January 1, 2020, the Company's pro forma results would have been as follows:

			Years Ended December 31,
			2021			2020
Revenues			$	16,216.6		$	14,112.8
Net earnings attributable to Laboratory Corporation of America Holdings			2,378.3			1,554.5

2020

During the year ended December 31, 2020, the Company acquired various businesses and related assets for approximately $267.6 in cash (net of cash acquired). The purchase consideration for all acquisitions year to date has been allocated to the estimated fair market value of the net assets acquired, including approximately $121.3 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $166.2. The amortization periods for intangible assets acquired from these businesses range from 12 to 15 years for customer relationships. These acquisitions were made primarily to extend the Company's geographic reach in important market areas and enhance the Company's scientific differentiation. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. The goodwill reflects the Company's expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets. A summary of the net assets acquired in 2020 for these businesses is included below:

F-21

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

			Amounts Acquired During Year Ended December 31, 2020
Accounts receivable			$	4.9
Unbilled services			2.4
Property, plant and equipment			1.3
Goodwill			166.2
Intangible assets			121.3
Total assets acquired			296.1
Accounts payable			0.9
Accrued expenses and other			22.4
Unearned revenue			1.1
Other liabilities			4.1
Total liabilities acquired			28.5
Net assets acquired			$	267.6

Unaudited Pro Forma Information for 2020 Acquisitions

Had the aggregate of the Company's 2020 acquisitions been completed as of January 1, 2019, the Company's pro forma results would have been as follows:

			Years Ended December 31,
			2020			2019
Revenues			$	14,032.7		$	11,717.5
Net earnings attributable to Laboratory Corporation of America Holdings			1,564.6			837.6

2019

On June 3, 2019, the Company's DD segment acquired Envigo's nonclinical contract research services business, expanding DD's global nonclinical drug development capabilities with additional locations and resources. Additionally, the Company divested the CRP business, which was a part of the DD segment, to Envigo. As part of this sale, DD entered into a multi-year, renewable supply agreement with Envigo. The Company paid cash consideration of $601.0, received a floating rate secured note of $110.0, and recorded a loss on the sale of CRP of $12.2. The Company funded the transaction through the new term loan facility entered into in 2019 concurrently with the transaction.

																		Purchase Price Allocation for Envigo
Net Assets Acquired
Cash and cash equivalents																		$	11.3
Accounts receivable																		12.1
Unbilled services																		25.6
Inventories																		4.5
Prepaid expenses and other																		10.8
Property, plant and equipment																		128.4
Deferred income taxes																		25.2
Goodwill																		376.6
Customer relationships																		140.8
Trade name and trademarks																		0.6
Other assets																		9.9
Total assets acquired																		745.8
Accounts payable																		15.2
Accrued expenses and other																		10.4
Unearned revenue																		49.9
Other liabilities																		69.3
Total liabilities acquired																		144.8
Net Envigo assets acquired																		$	601.0
Floating rate secured note receivable due 2022																		$	110.0
Total																		$	711.0

F-22

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The purchase consideration for Envigo has been allocated to the estimated fair market value of the net assets acquired, including approximately $141.4 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $376.6. The amortization period for intangible assets acquired is 11 years for customer relationships.

The Envigo transaction contributed $124.2 and $17.9 of revenues and operating income, respectively, during the year ended December 31, 2020. The divested CRP business contributed operating income of $5.5 and $13.2 for the years ended December 31, 2019 and 2018, respectively.

During the year ended December 31, 2019, in addition to the Envigo transaction, the Company acquired various businesses and related assets for approximately $286.4 in cash (net of cash acquired). The purchase consideration for all acquisitions has been allocated to the estimated fair market value of the net assets acquired, including approximately $184.3 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $115.1. These acquisitions were made primarily to extend the Company's geographic reach in important market areas, enhance the Company's scientific differentiation and to expand the breadth and scope of the Company's CRO services. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill. The goodwill reflects the Company's expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets.

Unaudited Pro Forma Information for 2019 Acquisitions

Had the aggregate of the Company's 2019 acquisitions been completed as of January 1, 2019, the Company's pro forma results would have been as follows:

						Year Ended December 31, 2019
Revenues						$	11,742.5
Net earnings attributable to Laboratory Corporation of America Holdings						831.4

4. RESTRUCTURING AND OTHER CHARGES

During 2021, the Company recorded net restructuring charges of $43.1; $18.6 within Dx and $24.5 within DD. The charges were comprised of $16.3 in severance and other personnel costs and $28.0 in facility-related costs primarily associated with general integration activities. The charges were offset by the reversal of previously established liability of $0.4 in unused severance and $0.8 in unused facility-related costs.

During 2020, the Company recorded net restructuring charges of $40.6; $15.3 within Dx and $25.3 within DD. The charges were comprised of $14.1 in severance and other personnel costs $17.4 for facility, operating lease right-of-use and equipment impairments, and $18.9 in facility closures and general integration activities. The charges were offset by the reversal of previously established liability of $0.6 and $9.2 in unused severance costs and facility-related costs, respectively.

During 2019, the Company recorded net restructuring charges of $54.6; $26.7 within Dx and $27.9 within DD. The charges were comprised of $32.9 in severance and other personnel costs and $24.9 in facility-related costs primarily associated with general integration activities. The charges were offset by the reversal of previously established liability of $1.7 in unused severance and $1.5 in unused facility-related costs.

F-23

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following represents the Company’s restructuring activities for the period indicated:

			Dx												DD												Total
			Severance and Other Employee Costs						Lease and Other Facility Costs						Severance and Other Employee Costs						Lease and Other Facility Costs
Balance as of December 31, 2019			$	0.5					$	2.7					$	5.5					$	4.7					13.4
Restructuring charges			5.2						5.5						8.9						13.4						33.0
Impairment of facility related assets			—						7.5						—						9.9						17.4
Reduction of prior restructuring accruals			(0.1)						(2.8)						(0.5)						(6.4)						(9.8)
Cash payments and other adjustments			(5.3)						(12.5)						(11.5)						(16.9)						(46.2)
Balance as of December 31, 2020			0.3						0.4						2.4						4.7						7.8
Restructuring charges			7.8						11.0						8.5						17.0						44.3
Reduction of prior restructuring accruals			—						(0.2)						(0.4)						(0.6)						(1.2)
Cash payments and other adjustments			(7.1)						(10.9)						(7.2)						(17.3)						(42.5)
Balance as of December 31, 2021			$	1.0					$	0.3					$	3.3					$	3.8					$	8.4
Current																											$	6.8
Non-current																											1.6
																											$	8.4

The non-current portion of the restructuring liabilities is expected to be paid out over 4.8 years. Cash payments and other adjustments include the reclassification of profit sharing, pension, and holiday accrual.

5. LEASES

The Company has operating and finance leases for patient service centers, laboratories and testing facilities, clinical facilities, general office spaces, vehicles, and office and laboratory equipment. Leases have remaining lease terms of less than a year to 12 years, some of which include options to extend the leases for up to 15 years.

The components of lease expense were as follows:

			For the Year Ended
			December 31, 2021			December 31, 2020
Operating lease cost			$	220.7		$	215.4
Finance lease cost:
Amortization of right-of-use assets			$	9.4		$	11.2
Interest on lease liabilities			5.4			4.7
Total finance lease cost			$	14.8		$	15.9

Supplemental cash flow information related to leases was as follows:

			For the Year Ended
			December 31, 2021			December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	(219.6)		$	(213.8)
Operating cash flows from finance leases			(5.4)			(4.7)
Financing cash flows from finance leases			(13.1)			(15.2)
ROU assets obtained in exchange for lease obligations:
Operating leases			$	164.6		$	185.9
Finance leases			—			—

F-24

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental balance sheet information related to leases was as follows:

			December 31, 2021			December 31, 2020
Operating Leases
Operating lease ROU assets (included in Property, plant and equipment, net)			$	746.3		$	789.8
Short-term operating lease liabilities			187.0			192.0
Operating lease liabilities			642.5			677.6
Total operating lease liabilities			$	829.5		$	869.6
Finance Leases
Finance lease ROU assets (included in Other assets)			$	81.7		$	79.7
Short-term finance lease liabilities			10.5			6.7
Financing lease liabilities			84.6			84.4
Total finance lease liabilities			$	95.1		$	91.1
Weighted Average Remaining Lease Term
Operating leases			8.4			7.6
Finance leases			15.5			15.9
Weighted Average Discount Rate
Operating leases			3.0		%	3.3		%
Finance leases			5.6		%	5.1		%

Maturities of lease liabilities are as follows:

Year Ended December 31, 2021			Operating Leases						Finance Leases
2022			$	204.0					$	12.3
2023			159.4						12.3
2024			110.7						10.9
2025			85.3						8.9
2026			70.4						8.1
Thereafter			325.5						93.8
Total lease payments			$	955.3					$	146.3
Less imputed interest			(125.8)						(51.2)
Less current portion			(187.0)						(10.5)
Total maturities, due beyond one year			$	642.5					$	84.6

Rent expense for short term leases with a term less than one year for the years ended December 31, 2021, 2020, and 2019 amounted to $19.5, $6.8, $10.6, respectively. The Company has variable lease payments that do not depend on a rate index, primarily for purchase volume commitments, which are recorded as variable cost when incurred. Total variable payments for the year ended December 31, 2021, 2020 and 2019 were $28.4, $26.7, and $20.8, respectively.

6. PROPERTY, PLANT AND EQUIPMENT, NET

			December 31, 2021						December 31, 2020
Land			$	101.4					$	99.4
Buildings and building improvements			954.4						879.9
Machinery and equipment			1,670.4						1,522.3
Software			840.1						857.5
Leasehold improvements			459.9						440.0
Furniture and fixtures			111.9						112.2
Construction in progress			344.2						231.6
Operating lease ROU assets			746.3						789.8
			5,228.6						4,932.7
Less accumulated depreciation			(2,413.2)						(2,203.1)
			$	2,815.4					$	2,729.6

F-25

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Depreciation expense and amortization of property, plant and equipment was $375.6, $349.3 and $321.5 for 2021, 2020 and 2019, respectively, including software amortization of $82.4, $84.7, and $90.4 for 2021, 2020 and 2019, respectively.

7. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill (net of impairment) for the years ended December 31, 2021 and 2020 are as follows:

			Dx												DD												Total
			December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020						December 31, 2021						December 31, 2020
Balance as of January 1			$	3,800.2					$	3,721.5					$	3,951.3					$	4,143.5					$	7,751.5					$	7,865.0
Goodwill acquired during the year			245.1						75.8						53.3						90.4						298.4						166.2
Dispositions			—						—						—						—						—						—
Impairment			—						(3.7)						—						(418.7)						—						(422.4)
Foreign currency impact and other adjustments to goodwill			0.9						6.6						(91.9)						136.1						(91.0)						142.7
Balance at end of year			$	4,046.2					$	3,800.2					$	3,912.7					$	3,951.3					$	7,958.9					$	7,751.5

The components of identifiable intangible assets are as follows:

			December 31, 2021																		December 31, 2020
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Customer relationships			$	4,336.0					$	(1,362.1)					$	2,973.9					$	4,643.3					$	(1,534.9)					$	3,108.4
Patents, licenses and technology			484.6						(267.4)						217.2						434.7						(252.6)						182.1
Non-compete agreements			70.2						(35.5)						34.7						109.6						(70.7)						38.9
Trade names			19.8						(15.5)						4.3						401.8						(263.9)						137.9
Land use rights			10.4						(7.6)						2.8						10.9						(6.9)						4.0
Canadian licenses			493.5						—						493.5						489.8						—						489.8
In process research and development			9.1						—						9.1						—						—						—
			$	5,423.6					$	(1,688.1)					$	3,735.5					$	6,090.1					$	(2,129.0)					$	3,961.1

During 2020, the Company recorded goodwill and other asset impairment charges of $462.1, $450.5 within DD and $11.6 within Dx. The Company concluded that the fair value was less than the carrying value for two of its reporting units and recorded goodwill impairment of $418.7 and $3.7 for DD and Dx, respectively. This is the cumulative goodwill impairment for the Company through December 31, 2021. Additional impairment of identifiable intangible and tangible assets of $31.8 and $7.9 was recorded for DD and Dx, respectively, in 2020, for impairment of a tradename, software, customer relationships, and technology assets.

As part of the rebranding initiative, the Company reduced the estimated useful life of its trade name assets to reflect their anticipated use through December 2021. This change in estimated useful life resulted in accelerated amortization of $88.4 and $27.5 in 2021 and 2020.

Fully amortized intangible assets were written off during 2021.

A summary of amortizable intangible assets acquired during 2021, and their respective weighted average amortization periods are as follows:

			Amount						Weighted Average Amortization Period
Customer relationships			$	142.9					14.1
Patents, licenses and technology			36.1						5.0
Non-compete agreements			5.8						5.0
Trade name			4.6						5.0
In process research and development			9.1						N/A
			$	198.5					11.3

Amortization of intangible assets, including amortization of the Canadian license recorded in other assets, was $369.6, $275.4 and $243.2 in 2021, 2020 and 2019, respectively. The Company recorded purchase accounting adjustments and impairment

F-26

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

losses through amortization expense of $0.4 in 2019. Amortization expense of intangible assets is estimated to be $237.9 in fiscal 2022, $234.6 in fiscal 2023, $230.0 in fiscal 2024, $217.8 in fiscal 2025, $208.5 in fiscal 2026, and $2,021.9 thereafter.

8. ACCRUED EXPENSES AND OTHER

			December 31, 2021						December 31, 2020
Employee compensation and benefits			$	735.5					$	623.2
Accrued taxes payable			239.6						374.8
Accrued pass through expenses			149.1						96.0
Other			279.9						263.7
			$	1,404.1					$	1,357.7

9. OTHER LIABILITIES

			December 31, 2021						December 31, 2020
Defined-benefit plan obligation			$	136.5					$	220.5
Deferred compensation plan obligation			104.4						89.2
Other			161.1						216.7
			$	402.0					$	526.4

10. DEBT

Short-term borrowings and current portion of long-term debt at December 31, 2021, and 2020 consisted of the following:

			December 31, 2021						December 31, 2020
2019 term loan			—						375.0
Debt issuance costs			—						(0.4)
Current portion of note payable			1.5						2.1
Total short-term borrowings and current portion of long-term debt			$	1.5					$	376.7

Long-term debt at December 31, 2021, and 2020 consisted of the following:

			December 31, 2021						December 31, 2020
3.75% senior notes due 2022			—						500.0
3.20% senior notes due 2022			—						500.0
4.00% senior notes due 2023			300.0						300.0
3.25% senior notes due 2024			600.0						600.0
3.60% senior notes due 2025			1,000.0						1,000.0
1.55% senior notes due 2026			500.0						—
3.60% senior notes due 2027			600.0						600.0
2.70% senior notes due 2031			502.9						—
4.70% senior notes due 2045			900.0						900.0
2.30% senior notes due 2024			400.0						400.0
2.95% senior notes due 2029			650.0						650.0
Debt issuance costs			(41.0)						(37.1)
Note payable			4.6						6.1
Total long-term debt			$	5,416.5					$	5,419.0

Credit Facilities

On June 3, 2019, the Company entered into a $850.0 term loan (the 2019 Term Loan). The Company fully repaid the remaining 2019 Term Loan balance during the first quarter of 2021.

The Company also maintains a senior revolving credit facility, which was amended and restated on April 30, 2021. It consists of a five-year revolving facility in the principal amount of up to $1,000.0, with the option of increasing the facility by up to an additional $500.0, subject to the agreement of one or more new or existing lenders to provide such additional amounts and certain other customary conditions. The revolving credit facility also provides for a subfacility of up to $100.0 for swing line borrowings and a subfacility of up to $150.0 for issuances of letters of credit. The Company is required to pay a facility fee on the aggregate commitments under the revolving credit facility, at a per annum rate ranging from 0.10% to 0.25%, depending

F-27

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

on the Company's debt ratings. The revolving credit facility is permitted to be used for general corporate purposes, including working capital, capital expenditures, funding of share repurchases and certain other payments, acquisitions, and other investments. There were no balances outstanding on the Company's current revolving credit facility at December 31, 2021, or December 31, 2020. As of December 31, 2021, the effective interest rate on the revolving credit facility was 1.10%. The credit facility expires on April 30, 2026.

Under the Company's term loan facilities and the revolving credit facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers and the Company is required to maintain certain leverage ratios. The Company was in compliance with all covenants in its term loans and the revolving credit facility at December 31, 2021, and expects that it will remain in compliance with its existing debt covenants for the next twelve months.

The Company’s availability of $1,000.0 at December 31, 2021, under its revolving credit facility is not encumbered by any of the Company's outstanding letters of credit. There were $79.8 in outstanding letters of credit as of December 31, 2021.

Senior Notes

On May 26, 2021, the Company issued new senior notes representing $1,000.0 in debt securities consisting of $500.0 aggregate principal amount of 1.55% senior notes due 2026 and $500.0 aggregate principal amount of 2.70% senior notes due 2031. Interest on these notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2021. Net proceeds from the offering of these notes were $989.4 after deducting underwriting discounts and other expenses of the offering. The net proceeds were used, along with cash on hand, to redeem, prior to maturity, the Company's outstanding 3.20% senior notes due February 1, 2022 and 3.75% senior notes due August 23, 2022.

During the second quarter of 2021, the Company entered into fixed-to-variable interest rate swap agreements for its 2.70% senior notes due 2031 with an aggregate notional amount of $500.0 and variable interest rates based on three-month LIBOR plus 1.0706% to hedge against changes in the fair value of a portion of the Company's long-term debt. These interest rate swaps are included in other long-term assets and added to the value of the senior notes with an aggregate fair value of $2.9 at December 31, 2021.

On August 17, 2020 the Company redeemed the remaining $412.2 of its 4.625% Senior Notes due November 15, 2020, using available cash on hand. The Company exited the remaining fixed-to-variable interest rate swap agreement in August 2020, in connection with this redemption and recorded a gain of $1.6 on the extinguishment. The gain was included in Other, net on the Consolidated Statement of Operations.

The scheduled payments of long-term debt at the end of 2021 are summarized as follows:

2022									$	1.5
2023									300.0
2024									1,000.0
2025									1,000.0
2026									500.0
Thereafter									2,657.5
Total scheduled payments									5,459.0
Less long-term debt issuance costs									(41.0)
Total long-term debt									5,418.0
Less current portion									(1.5)
Long-term debt, due beyond one year									$	5,416.5

11. PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY

The Company is authorized to issue up to 265.0 shares of common stock, par value $0.10 per share. The Company is authorized to issue up to 30.0 shares of preferred stock, par value $0.10 per share. There were no preferred shares outstanding as of December 31, 2021 and 2020.

F-28

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The changes in common shares issued and held in treasury are summarized below:

Common Shares Issued
			2021						2020						2019
Common stock issued at January 1			97.5						97.2						122.4
Common stock issued under employee stock plans			0.8						0.9						1.2
Common stock issued upon conversion of zero-coupon subordinated notes			—						—						0.1
Retirement of treasury stock			—						—						(23.6)
Purchase of common stock			(5.2)						(0.6)						(2.9)
Common stock issued at December 31			93.1						97.5						97.2

The Company’s treasury shares are recorded at aggregate cost. During 2019, the board of directors approved the retirement of all current treasury shares and future shares received in settlement of tax liabilities related to restricted stock vesting.

Share Repurchase Program

On December 8, 2021, the board of directors adopted a new share repurchase plan authorizing up to $2,500.0 of the Company's shares in addition to the remaining amount outstanding under the previous plan. On December 13, 2021, the Company entered into accelerated share repurchase agreements (collectively, the ASR Agreements) with two different banks, Goldman Sachs & Co. LLC and Barclays Bank PLC (collectively, the Financial Institutions), to repurchase $1,000.0 in the aggregate of the Company’s common stock (Common Stock), as part of the Company’s Common Stock repurchase program. The remaining repurchase authorization has no expiration date.

During 2021, the Company repurchased 5.2 shares of its common stock at an average price of $282.05 for a total cost of $1,668.5, which included $1,000.0 paid in respect of an ASR for which the Company received 80% of the shares calculated at the price at the inception of the Agreements. At final settlement, the Company may be entitled to receive additional shares of its common stock from the Financial Institutions or it may be required to make a payment. If the Company are obligated to make a payment, it may elect to satisfy such obligation in cash or shares of its common stock. 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.

When the Company repurchases shares, the amount paid to repurchase the shares in excess of the par or stated value is allocated to additional paid-in-capital unless subject to limitation or the balance in additional paid-in-capital is exhausted. Remaining amounts are recognized as a reduction in retained earnings. At the end of 2021, the Company had outstanding authorization from the board of directors to purchase up to $1,631.5 of the Company's common stock. The repurchase authorization has no expiration date.

F-29

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Accumulated Other Comprehensive Earnings

The components of accumulated other comprehensive earnings are as follows:

			Foreign Currency Translation Adjustments						Net Benefit Plan Adjustments						Accumulated Other Comprehensive Earnings
Balance at December 31, 2019			(285.4)						(87.0)						(372.4)
Current year adjustments			264.1						(72.9)						191.2
Amounts reclassified from accumulated other comprehensive earnings (a)			—						7.2						7.2
Tax effect of adjustments			—						12.1						12.1
Balance at December 31, 2020			$	(21.3)					$	(140.6)					$	(161.9)
Current year adjustments			(104.6)						101.7						(2.9)
Pension settlement charge			—						(3.7)						(3.7)
Amounts reclassified from accumulated other comprehensive earnings (a)			—						(6.3)						(6.3)
Tax effect of adjustments			—						(17.1)						(17.1)
Balance at December 31, 2021			$	(125.9)					$	(66.0)					$	(191.9)

(a) The amortization of prior service cost is included in the computation of net periodic benefit cost. Refer to Note 15 Pension and Postretirement Plans for additional information regarding the Company's net periodic benefit cost.

12. INCOME TAXES

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

			2021						2020						2019
Domestic			$	2,580.6					$	1,846.5					$	784.4
Foreign			546.0						372.5						320.5
Total pre-tax income			$	3,126.6					$	2,219.1					$	1,104.9

The provisions (benefits) for income taxes in the accompanying consolidated statements of operations consist of the following:

			Years Ended December 31,
			2021						2020						2019
Current:
Federal			$	545.5					$	455.3					$	126.7
State			171.9						172.8						40.2
Foreign			107.7						81.0						83.9
			$	825.1					$	709.1					$	250.8
Deferred:
Federal			$	(64.6)					$	(6.7)					$	38.2
State			(13.7)						(28.1)						2.5
Foreign			0.3						(12.2)						(11.5)
			(78.0)						(47.0)						29.2
			$	747.1					$	662.1					$	280.0

F-30

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

			Years Ended December 31,
			2021						2020						2019
Statutory U.S. rate			21.0		%				21.0		%				21.0		%
State and local income taxes, net of U.S. Federal income tax effect			3.9						5.3						3.2
Foreign earnings taxed at lower rates than the statutory U.S. rate			(0.5)						(0.4)						(0.1)
Restructuring and acquisition items			—						—						0.7
Impairment of assets			—						4.0						—
GILTI			—						(0.1)						1.1
Other			(0.5)						—						(0.6)
Effective rate			23.9		%				29.8		%				25.3		%

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

			December 31, 2021						December 31, 2020
Deferred tax assets:
Accounts receivable			$	22.3					$	20.0
Employee compensation and benefits			145.2						115.6
Operating lease liability			176.3						187.6
Acquisition and restructuring reserves			19.1						22.6
Tax loss carryforwards			184.5						206.8
Other			92.7						126.8
			640.1						679.4
Less: valuation allowance			(149.2)						(167.6)
Deferred tax assets, net of valuation allowance			$	490.9					$	511.8
Deferred tax liabilities:
Right of use asset			$	(166.9)					$	(179.5)
Intangible assets			(823.8)						(835.5)
Property, plant and equipment			(143.9)						(203.9)
Other			(47.6)						(46.3)
Total gross deferred tax liabilities			(1,182.2)						(1,265.2)
Net deferred tax liabilities			$	(691.3)					$	(753.4)

The table below provides a rollforward of the valuation allowance.

			December 31, 2021						December 31, 2020						December 31, 2019
Beginning balance			$	167.6					$	145.4					$	156.9
Additions charged to expense			6.8						5.8						—
Reductions and other adjustments			(25.2)						16.4						(11.5)
Ending balance			$	149.2					$	167.6					$	145.4

The Company has U.S. federal tax loss carryforwards of approximately $155.7, which expire periodically through 2036, as well as post 2017 carryovers of $0.1 that are limited to 80% of taxable income and have an indefinite carryover. The utilization of tax loss carryforwards is limited due to change of ownership rules; however, at this time, the Company expects to fully utilize substantially all U.S. federal tax loss carryforwards with the exception of approximately $3.9 for which a full valuation allowance has been provided. The Company has U.S. state tax loss carryforwards of $439.2, which also expire periodically through 2038, and on which a valuation allowance of $367.2 has been provided. In addition to federal and state tax loss carryforwards, the Company has other federal and state attribute carry forwards of $141.4. These attribute carryforwards have indefinite lives and a valuation allowance of $99.1. The Company has foreign tax loss carryforwards of $96.2 which have an indefinite life and on which a valuation allowance of $11.0 has been provided, as well as foreign tax loss carryforwards of $444.0 which expire periodically through 2034 that have a full valuation allowance. In addition to the foreign net operating losses, the Company has a foreign capital loss carryforward of $15.5. The foreign capital loss carryforward has an indefinite life and has a full valuation allowance.

The valuation allowance decreased from $167.6 in 2020 to $149.2 in 2021 primarily due to utilization of state tax attributes and foreign net operating losses.

F-31

Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Unrecognized income tax benefits were $52.4 and $48.8 at December 31, 2021, and 2020, respectively. It is anticipated that the amount of the unrecognized income tax benefits will change within the next 12 months; however, these changes are not expected to have a significant impact on the results of operations, cash flows or the financial position of the Company.

The Company recognizes interest and penalties related to unrecognized income tax benefits in income tax expense. Accrued interest and penalties related to uncertain tax positions totaled $6.5 and $8.3 as of December 31, 2021, and 2020, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $1.6, $4.4 and $2.0, respectively, in interest and penalties expense, which was offset by a benefit from reversing previous accruals for interest and penalties of $3.4, $3.0 and $5.8, respectively. As of December 31, 2021 and 2020 interest expense of $0.0, and $1.4, respectively, was added to accrued interest from the opening balance sheet of an acquisition.

The following table shows a reconciliation of the unrecognized income tax benefits, excluding interest and penalties, from uncertain tax positions for the years ended December 31, 2021, 2020 and 2019:

			2021						2020						2019
Balance as of January 1			$	48.8					$	31.7					$	18.0
Increase in reserve for tax positions taken in the current year			31.1						17.3						10.3
Increase in reserve from an acquisition's opening balance sheet			—						8.2						8.4
Decrease in reserve as a result of payments			(7.1)						(0.3)						(0.8)
Decrease in reserve as a result of lapses in the statute of limitations			(20.4)						(8.1)						(4.2)
Balance as of December 31			$	52.4					$	48.8					$	31.7

Also included in the balance of unrecognized tax benefits as of December 31, 2021, 2020 and 2019, are $0.9, $2.1 and $0.0, respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes. As of December 31, 2021, 2020 and 2019 there are $51.5, $46.7 and $31.7, respectively, of tax benefits that, if recognized would favorably affect the effective income tax rate.

The Company has substantially concluded all U.S. federal income tax matters for years through 2017. Substantially all material state and local and foreign income tax matters have been concluded through 2014 and 2010, respectively.

The Company has various state and foreign income tax examinations ongoing throughout the year. The Company believes adequate provisions have been recorded related to all open tax years.

As a result of the TCJA, the Company was effectively taxed on all of its previously unremitted foreign earnings. The TCJA also enacts a territorial tax system that allows, for the most part, tax-free repatriation of foreign earnings. The Company still considers the earnings of its foreign subsidiaries to be permanently reinvested, but if repatriation were to occur the Company would be required to accrue U.S. taxes, if any, and remit applicable withholding taxes as appropriate. The Company has unremitted earnings and profits of $1,291.8 and $702.4 that are permanently reinvested in its foreign subsidiaries as of December 31, 2021, and 2020, respectively. A determination of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable due to the complexity and variety of assumptions necessary based on the manner in which the undistributed earnings would be repatriated.

13. STOCK COMPENSATION PLANS

Stock Incentive Plans

In 2016, the shareholders approved the Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (the Plan). Under the Plan, as of December 31, 2021, there are 8.9 shares authorized for issuance and 4.3 shares available for grant.

Stock Options

The following table summarizes grants of non-qualified options made by the Company to officers, key employees, and non-employee directors under all plans. Stock options are generally granted at an exercise price equal to or greater than the fair market price per share on the date of grant. Also, for each grant, options vest ratably over a period of three years on the anniversaries of the grant date, and have a contractual exercise period of 10 years subject to their earlier expiration or termination.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Changes in options outstanding under the plans for the period indicated were as follows:

			Number of Options						Weighted-Average Exercise Price per Option						Weighted-Average Remaining Contractual Term						Aggregate Intrinsic Value
Outstanding at December 31, 2020			0.5						148.39
Granted			0.1						233.39
Exercised			(0.1)						87.88
Canceled			—						—
Outstanding at December 31, 2021			0.5						169.03						6.9						$	70.1
Exercisable at December 31, 2021			0.3						153.09						6.1						$	48.1

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2021.

Cash received by the Company from option exercises, the actual tax benefit realized for the tax deductions and the aggregate intrinsic value of options exercised from option exercises under all share-based payment arrangements during the years ended December 31, 2021, 2020, and 2019 were as follows:

			2021						2020						2019
Cash received by the Company			$	6.8					$	17.5					$	27.6
Tax benefits realized			$	1.7					$	4.6					$	6.9
Aggregate intrinsic value			$	13.4					$	18.5					$	24.5

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

			2021						2020						2019
Fair value per option			$	62.18					$	40.06					$	33.70
Weighted average expected life (in years)			6.0						6.0						6.0
Risk free interest rate			0.6		%				1.5		%				2.1		%
Expected volatility			28.6		%				20.3		%				20.4		%
Expected dividend yield			N/A						N/A						N/A

The Black Scholes model incorporates assumptions to value stock-based awards. The risk-free interest rate for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility of the Company’s stock is based on historical volatility of the Company’s stock. The Company estimates expected option terms through an analysis of actual, historical post-vesting exercise, cancellation and expiration behavior by employees and projected post-vesting activity of outstanding options. Groups of employees and non-employee directors that have similar exercise behavior with regard to option exercise timing and forfeiture rates are considered separately for valuation purposes. For 2021, 2020 and 2019, expense related to the Company’s stock option plan totaled $3.6, $3.4 and $5.9, respectively, and is included in selling, general and administrative expenses.

Restricted Stock, Restricted Stock Units and Performance Shares

The Company grants restricted stock, restricted stock units, and performance shares (non-vested shares) to officers and key employees and grants restricted stock and restricted stock units to non-employee directors. Restricted stock and units typically vest annually in equal one-third increments beginning on the first anniversary of the grant. A performance share grant in 2019 represents a three-year award opportunity for the period 2019-2021, and if earned, vests fully (to the extent earned) in the first quarter of 2022. A performance share grant in 2020 represents a three-year award opportunity for the period of 2020-2022 and, if earned, vests fully (to the extent earned) in the first quarter of 2023. A performance share grant in 2021 represents a three-year award opportunity for the period of 2021-2023 and, if earned, vests fully (to the extent earned) in the first quarter of 2024. Performance share awards are subject to certain earnings per share, revenue, and total shareholder return targets, the achievement of which may increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. Unearned restricted stock and performance share compensation is amortized to expense, when probable, over the applicable vesting periods. For 2021, 2020, and 2019, total restricted stock, restricted stock unit, and performance share compensation expense was $135.4, $98.1 and $91.2, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table shows a summary of non-vested shares for the year ended December 31, 2021:

			Number of Shares						Weighted-Average Grant Date Fair Value
Non-vested at January 1, 2021			1.3						$	170.04
Granted			0.6						264.84
Vested			(0.6)						169.47
Canceled			(0.1)						195.39
Non-vested at December 31, 2021			1.2						$	212.83

Unrecognized Compensation Cost

As of December 31, 2021, there was $155.2 of total unrecognized compensation cost related to non-vested stock options, restricted stock, restricted stock unit and performance share-based compensation arrangements granted under the Company's stock incentive plans. That cost is expected to be recognized over a weighted average period of 2.0 years and will be included in cost of revenues and selling, general and administrative expenses.

Employee Stock Purchase Plan

Under the 2016 Employee Stock Purchase Plan, the Company is authorized to issue 1.8 shares of common stock. The plan permits substantially all U.S. employees to purchase a limited number of shares of Company stock at 85% of market value. The Company issues shares to participating employees semi-annually in January and July of each year. Approximately 0.2, 0.3 and 0.2 shares were purchased by eligible employees in 2021, 2020 and 2019, respectively. For 2021, 2020 and 2019, expense related to the Company’s employee stock purchase plan was $14.6, $10.3 and $9.9, respectively.

The Company uses the Black-Scholes model to calculate the fair value of the employee’s purchase right. The fair value of the employee’s purchase right and the assumptions used in its calculation are as follows:

			2021						2020						2019
Fair value of the employee’s purchase right			$	59.89					$	35.49					$	31.84
Valuation assumptions
Risk free interest rate			0.1		%				0.1		%				1.9		%
Expected volatility			0.3						0.3						0.2
Expected dividend yield			—						—						—

14. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved from time to time in various claims and legal actions, including arbitrations, class actions, and other litigation (including those described in more detail below), arising in the ordinary course of business. Some of these actions involve claims that are substantial in amount. These matters include, but are not limited to, intellectual property disputes; commercial and contract disputes; professional liability claims; employee-related matters; and inquiries, including subpoenas and other civil investigative demands, from governmental agencies, Medicare or Medicaid payers and MCOs reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties. The Company receives civil investigative demands or other inquiries from various governmental bodies in the ordinary course of its business. Such inquiries can relate to the Company or other parties, including physicians and other health care providers. The Company works cooperatively to respond to appropriate requests for information.

The Company also is named from time to time in suits brought under the qui tam provisions of the False Claims Act and comparable state laws. These suits typically allege that the Company has made false statements and/or certifications in connection with claims for payment from U.S. federal or state healthcare programs. The suits may remain under seal (hence, unknown to the Company) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Such claims are an inevitable part of doing business in the healthcare field today.

The Company believes that it is in compliance in all material respects with all statutes, regulations, and other requirements applicable to its commercial laboratory operations and drug development support services. The healthcare diagnostics and drug development industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations. Therefore, the applicable statutes and regulations could be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

statutes and regulations include significant civil and criminal penalties, fines, the loss of various licenses, certificates and authorizations, additional liabilities from third-party claims, and/or exclusion from participation in government programs.

Many of the current claims and legal actions against the Company are in preliminary stages, and many of these cases seek an indeterminate amount of damages. The Company records an aggregate legal reserve, which is determined using calculations based on historical loss rates and assessment of trends experienced in settlements and defense costs. In accordance with FASB Accounting Standards Codification Topic 450 “Contingencies,” the Company establishes reserves for judicial, regulatory, and arbitration matters outside the aggregate legal reserve if and when those matters present loss contingencies that are both probable and estimable and would exceed the aggregate legal reserve. When loss contingencies are not both probable and estimable, the Company does not establish separate reserves.

The Company is unable to estimate a range of reasonably probable loss for the proceedings described in more detail below in which damages either have not been specified or, in the Company's judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages; (ii) there is uncertainty as to the outcome of pending appeals or motions; (iii) there are significant factual issues to be resolved; and/or (iv) there are novel legal issues to be presented. For these proceedings, however, the Company does not believe, based on currently available information, that the outcomes will have a material adverse effect on the Company's financial condition, though the outcomes could be material to the Company's operating results or cash flows for any particular period, depending, in part, upon the operating results for such period.

As previously reported, the Company responded to an October 2007 subpoena from the U.S. Department of Health & Human Services Office of Inspector General's regional office in New York. On August 17, 2011, the U.S. District Court for the Southern District of New York unsealed a False Claims Act lawsuit, United States of America ex rel. NPT Associates v. Laboratory Corporation of America Holdings, which alleges that the Company offered UnitedHealthcare kickbacks in the form of discounts in return for Medicare business. The Plaintiff's Third Amended Complaint further alleges that the Company's billing practices violated the False Claims Acts of 14 states and the District of Columbia. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. The Company's Motion to Dismiss was granted in October 2014 and Plaintiff was granted the right to replead. On January 11, 2016, Plaintiff filed a motion requesting leave to file an amended complaint under seal and to vacate the briefing schedule for the Company's Motion to Dismiss, while the government reviewed the amended complaint. The Court granted the motion and vacated the briefing dates. Plaintiff then filed the Amended Complaint under seal. On August 24, 2021, the U.S. government filed a notice indicating that it did not intend to intervene in the matter. On October 27, 2021, the Fourth Amended Complaint was unsealed. The Fourth Amended Complaint is similar to the Third Amended Complaint in that it alleges that the Company offered UnitedHealthcare kickbacks in the form of discounts in return for Medicare and Medicaid business, and it further alleges that the Company unlawfully charged Medicare amounts substantially in excess of its alleged usual charges. Similar to the Third Amended Complaint, the Fourth Amended Complaint alleges violations of the federal False Claims Act and the False Claims Act of 14 states and the District of Columbia. The Company will vigorously defend the lawsuit.

In addition, the Company has received various other subpoenas since 2007 related to Medicaid billing. In October 2009, the Company received a subpoena from the State of Michigan Department of Attorney General seeking documents related to its billing to Michigan Medicaid. The Company cooperated with this request. In October 2013, the Company received a Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid. The Company cooperated with this request. On October 5, 2018, the Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid. The Company cooperated with this request. On January 26, 2021, the Company was notified that a qui tam Petition was pending under seal in the District Court, 250th Judicial District, Travis County, Texas, and that the State of Texas has intervened. On April 14, 2021, the Petition was unsealed. The Petition alleges that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations, and that the Company offered remuneration to Texas health care providers in the form of discounted pricing for certain laboratory testing services in exchange for the providers’ referral of Texas Medicaid business to the Company. The Petition seeks actual and double damages and civil penalties, as well as recovery of costs, attorney's fees, and legal expenses. The Company will vigorously defend the lawsuit.

On August 31, 2015, the Company was served with a putative class action lawsuit, Patty Davis v. Laboratory Corporation of America, et al., filed in the Circuit Court of the Thirteenth Judicial Circuit for Hillsborough County, Florida. The complaint alleges that the Company violated the Florida Consumer Collection Practices Act by billing patients who were collecting benefits under the Workers' Compensation Statutes. The lawsuit seeks injunctive relief and actual and statutory damages, as well as recovery of attorney's fees and legal expenses. In April 2017, the Circuit Court granted the Company’s Motion for Judgment on the Pleadings. The Plaintiff appealed the Circuit Court’s ruling to the Florida Second District Court of Appeal. On

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

October 16, 2019, the Court of Appeal reversed the Circuit Court’s dismissal, but certified a controlling issue of Florida law to the Florida Supreme Court. On February 17, 2020, the Florida Supreme Court accepted jurisdiction of the lawsuit. The Court held oral arguments on December 9, 2020. The Company will vigorously defend the lawsuit.

In December 2014, the Company received a Civil Investigative Demand issued pursuant to the U.S. False Claims Act from the U.S. Attorney's Office for South Carolina, which requested information regarding alleged remuneration and services provided by the Company to physicians who also received draw and processing/handling fees from competitor laboratories Health Diagnostic Laboratory, Inc. (HDL) and Singulex, Inc. (Singulex). The Company cooperated with the request. On April 4, 2018, the U.S. District Court for the District of South Carolina, Beaufort Division, unsealed a False Claims Act lawsuit, United States of America ex rel. Scarlett Lutz, et al. v. Laboratory Corporation of America Holdings, which alleges that the Company's financial relationships with referring physicians violate federal and state anti-kickback statutes. The Plaintiffs' Fourth Amended Complaint further alleges that the Company conspired with HDL and Singulex in violation of the Federal False Claims Act and the California and Illinois insurance fraud prevention acts by facilitating HDL's and Singulex's offers of illegal inducements to physicians and the referral of patients to HDL and Singulex for laboratory testing. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. Neither the U.S. government nor any state government has intervened in the lawsuit. The Company filed a Motion to Dismiss seeking the dismissal of the claims asserted under the California and Illinois insurance fraud prevention statutes, the conspiracy claim, the reverse False Claims Act claim, and all claims based on the theory that the Company performed medically unnecessary testing. On January 16, 2019, the Court entered an order granting in part and denying in part the Motion to Dismiss. The Court dismissed the Plaintiffs' claims based on the theory that the Company performed medically unnecessary testing, the claims asserted under the California and Illinois insurance fraud prevention statutes, and the reverse False Claims Act claim. The Court denied the Motion to Dismiss as to the conspiracy claim. On March 12, 2021, the Company filed a Motion for Summary Judgment related to all remaining claims. On June 16, 2021, the Court denied the Company’s Motion for Summary Judgment. The Company will vigorously defend the lawsuit.

Prior to the Company's acquisition of Sequenom, Inc. (Sequenom) between August 15, 2016 and August 24, 2016, six putative class-action lawsuits were filed on behalf of purported Sequenom stockholders (captioned Malkoff v. Sequenom, Inc., et al., No. 16-cv-02054- JAH-BLM*, Gupta v. Sequenom, Inc., et al*., No. 16-cv-02084-JAH-KSC, Fruchter v. Sequenom, Inc., et al., No. 16-cv-02101- WQH-KSC, Asiatrade Development Ltd. v. Sequenom, Inc., et al., No. 16-cv-02113-AJB-JMA, Nunes v. Sequenom, Inc., et al., No. 16-cv-02128-AJB-MDD, and Cusumano v. Sequenom, Inc., et al., No. 16-cv-02134-LAB-JMA) in the U.S. District Court for the Southern District of California challenging the acquisition transaction. The complaints asserted claims against Sequenom and members of its board of directors (the Individual Defendants). The Nunes action also named the Company and Savoy Acquisition Corp. (Savoy), a wholly owned subsidiary of the Company, as defendants. The complaints alleged that the defendants violated Sections 14(e), 14(d)(4) and 20 of the Securities Exchange Act of 1934 by failing to disclose certain allegedly material information. In addition, the complaints in the Malkoff action, the Asiatrade action, and the Cusumano action alleged that the Individual Defendants breached their fiduciary duties to Sequenom shareholders. The actions sought, among other things, injunctive relief enjoining the merger. On August 30, 2016, the parties entered into a Memorandum of Understanding (MOU) in each of the above-referenced actions. On September 6, 2016, the Court entered an order consolidating for all pre-trial purposes the six individual actions described above under the caption In re Sequenom, Inc. Shareholder Litig., Lead Case No. 16-cv-02054-JAH-BLM, and designating the complaint from the Malkoff action as the operative complaint for the consolidated action. On November 11, 2016, two competing motions were filed by two separate stockholders (James Reilly and Shikha Gupta) seeking appointment as lead plaintiff under the terms of the Private Securities Litigation Reform Act of 1995. On June 7, 2017, the Court entered an order declaring Mr. Reilly as the lead plaintiff and approving Mr. Reilly's selection of lead counsel. The parties agree that the MOU has been terminated. The Plaintiffs filed a Consolidated Amended Class Action Complaint on July 24, 2017, and the Defendants filed a Motion to Dismiss, which remains pending. On March 13, 2019, the Court stayed the action in its entirety pending the U.S. Supreme Court's anticipated decision in Emulex Corp. v. Varjabedian. On April 23, 2019, however, the U.S. Supreme Court dismissed the writ of certiorari in Emulex as improvidently granted. The Company will vigorously defend the lawsuit.

On March 10, 2017, the Company was served with a putative class action lawsuit, Victoria Bouffard, et al. v. Laboratory Corporation of America Holdings, filed in the U.S. District Court for the Middle District of North Carolina. The complaint alleges that the Company's patient list prices unlawfully exceed the rates negotiated for the same services with private and public health insurers in violation of various state consumer protection laws. The lawsuit also alleges breach of implied contract or quasi-contract, unjust enrichment, and fraud. The lawsuit seeks statutory, exemplary, and punitive damages, injunctive relief, and recovery of attorney's fees and costs. In May 2017, the Company filed a Motion to Dismiss Plaintiffs' Complaint and Strike Class Allegations; the Motion to Dismiss was granted in March 2018 without prejudice. On October 10, 2017, a second putative class action lawsuit, Sheryl Anderson, et al. v. Laboratory Corporation of America Holdings, was filed in the U.S. District

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Court for the Middle District of North Carolina. The complaint contained similar allegations and sought similar relief to the Bouffard complaint, and added additional counts regarding state consumer protection laws. On August 10, 2018, the Plaintiffs filed an Amended Complaint, which consolidated the Bouffard and Anderson actions. On September 10, 2018, the Company filed a Motion to Dismiss Plaintiffs' Amended Complaint and Strike Class Allegations. On August 16, 2019, the Court entered an order granting in part and denying in part the Motion to Dismiss the Amended Complaint, and denying the Motion to Strike the Class Allegations. On August 26, 2021, Plaintiffs filed a Motion for Class Certification. On December 29, 2021, a related lawsuit, Nathaniel J. Nolan, et al. v. Laboratory Corporation of America Holdings, was filed in the U.S. District Court for the Middle District of North Carolina. The complaint alleges that the Company's patient acknowledgement of estimated financial responsibility form is misleading. The lawsuit seeks a declaratory judgement under the consumer protection laws of Nevada and Florida that the form is materially misleading and deceptive, an injunction barring the use of the form, damages on behalf of an alleged class, and attorney's fees and expenses. The Company will vigorously defend the lawsuits.

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

On May 14, 2019, Retrieval-Masters Creditors Bureau, Inc. d/b/a American Medical Collection Agency (AMCA), an external collection agency, notified the Company about a security incident AMCA experienced that may have involved certain personal information about some of the Company’s patients (the AMCA Incident). The Company referred patient balances to AMCA only when direct collection efforts were unsuccessful. The Company’s systems were not impacted by the AMCA Incident. Upon learning of the AMCA Incident, the Company promptly stopped sending new collection requests to AMCA and stopped AMCA from continuing to work on any pending collection requests from the Company. AMCA informed the Company that it appeared that an unauthorized user had access to AMCA’s system between August 1, 2018, and March 30, 2019, and that AMCA could not rule out the possibility that personal information on AMCA’s system was at risk during that time period. Information on AMCA’s affected system from the Company may have included name, address, and balance information for the patient and person responsible for payment, along with the patient’s phone number, date of birth, referring physician, and date of service. The Company was later informed by AMCA that health insurance information may have been included for some individuals, and because some insurance carriers utilize the Social Security Number as a subscriber identification number, the Social Security Number for some individuals may also have been affected. No ordered tests, laboratory test results, or diagnostic information from the Company were in the AMCA affected system. The Company notified individuals for whom it had a valid mailing address. For the individuals whose Social Security Number was affected, the notice included an offer to enroll in credit monitoring and identity protection services that was provided free of charge for 24 months.

Twenty-three putative class action lawsuits were filed against the Company related to the AMCA Incident in various U.S. District Courts. Numerous similar lawsuits have been filed against other health care providers who used AMCA. These lawsuits have been consolidated into a multidistrict litigation in the District of New Jersey. On November 15, 2019, the Plaintiffs filed a Consolidated Class Action Complaint in the U.S. District Court of New Jersey. On January 22, 2020, the Company filed Motions to Dismiss all claims. The consolidated Complaint generally alleges that the Company did not adequately protect its patients’ data and failed to timely notify those patients of the AMCA Incident. The Complaint asserts various causes of action, including but not limited to negligence, breach of implied contract, unjust enrichment, and the violation of state data protection statutes. The Complaint seeks damages on behalf of a class of all affected Company customers. On December 16, 2021, the Court granted in part and denied in part the Company's Motion to Dismiss. The Company will vigorously defend the remaining claims in the multi-district litigation.

The Company was served with a shareholder derivative lawsuit, Raymond Eugenio, Derivatively on Behalf of Nominal Defendant, Laboratory Corporation of America Holdings v. Lance Berberian, et al., filed in the Court of Chancery of the State of Delaware on April 23, 2020. The complaint asserts derivative claims on the Company’s behalf against the Company’s board of directors and certain executive officers. The complaint generally alleges that the defendants failed to ensure that the Company utilized proper cybersecurity safeguards and failed to implement a sufficient response to data security incidents, including the AMCA Incident. The complaint asserts derivative claims for breach of fiduciary duty and seeks relief including damages, certain disclosures, and certain changes to the Company’s internal governance practices. On June 2, 2020, the Company filed a Motion to Stay the lawsuit due to its overlap with the multi-district litigation referenced above. On July 2, 2020, the Company filed a Motion to Dismiss. On July 14, 2020, the Court entered an order staying the lawsuit pending the resolution of the multi-district litigation. The lawsuit will be vigorously defended.

Certain governmental entities have requested information from the Company related to the AMCA Incident. The Company received a request for information from the Office for Civil Rights (OCR) of the Department of Health and Human

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Services. On April 28, 2020, OCR notified the Company of the closure of its inquiry. The Company has also received requests from a multi-state group of state Attorneys General and is cooperating with these requests for information.

On January 31, 2020, the Company was served with a putative class action lawsuit, Luke Davis and Julian Vargas, et al. v. Laboratory Corporation of America Holdings, filed in the U.S. District Court for the Central District of California. The lawsuit alleges that visually impaired patients are unable to use the Company's touchscreen kiosks at Company patient service centers in violation of the Americans with Disabilities Act and similar California statutes. The lawsuit seeks statutory damages, injunctive relief, and attorney's fees and costs. On March 20, 2020, the Company filed a Motion to Dismiss Plaintiffs' Complaint and to Strike Class Allegations. In August 2020, the Plaintiffs filed an Amended Complaint. On April 26, 2021, the Plaintiffs and the Company each filed Motions for Summary Judgment and the Plaintiffs filed a Motion for Class Certification. The Company will vigorously defend the lawsuit.

On May 14, 2020, the Company was served with a putative class action lawsuit, Jose Bermejo v. Laboratory Corporation of America (Bermejo I) filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain non-exempt California-based employees were not properly compensated for driving time or properly paid wages upon termination of employment. The Plaintiff asserts these actions violate various California Labor Code provisions and Section 17200 of the Business and Professional Code. The lawsuit seeks monetary damages, civil penalties, and recovery of attorney’s fees and costs. On June 15, 2020, the lawsuit was removed to the U.S. District Court for the Central District of California. On June 16, 2020, the Company was served with a Private Attorney General Act lawsuit by the same plaintiff in Jose Bermejo v. Laboratory Corporation of America (Bermejo II), filed in the Superior Court of California, County of Los Angeles Central District, alleging that certain Company practices violated California Labor Code penalty provisions related to unpaid and minimum wages, unpaid overtime, unpaid mean and rest break premiums, untimely payment of wages following separation of employment, failure to maintain accurate pay records, and non-reimbursement of business expenses. The second lawsuit seeks to recover civil penalties and recovery of attorney's fees and costs. On October 28, 2020, the court issued an order staying proceedings in Bermejo II pending resolution of Bermejo I. The second lawsuit seeks to recover civil penalties and recovery of attorney's fees and costs. The Company will vigorously defend both lawsuits.

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

On October 2, 2020, the Company was served with a putative class action lawsuit, Peterson v. Laboratory Corporation of America Holdings, filed in the U.S. District Court for the Northern District of New York, alleging claims for a failure to properly pay service representatives compensation for all hours worked and overtime under the Fair Labor Standards Act, as well as notice and recordkeeping claims under the New York Labor Code. On February 21, 2021, Plaintiff filed an amended complaint reiterating allegations of violations of the Fair Labor Standards Act and New York Labor Code, but narrowing the scope of the putative class to only those service representatives employed by the Company within the State of New York. The lawsuit sought monetary damages, liquidated damages, equitable and injunctive relief, and recovery of attorney's fees and costs. On December 17, 2021, the Court approved settlement of the lawsuit and entered its dismissal.

On October 5, 2020, the Company was served with a putative class action lawsuit, Williams v. Labcorp Employer Services, Inc. et al, filed in the Superior Court of California, County of Los Angeles, alleging that certain non-exempt California-based employees were not properly compensated for work and overtime hours, not properly paid meal and rest break premiums, not reimbursed for certain business-related expenses, not properly paid for driving or wait times, and received inaccurate wage statements. The Plaintiff also asserts claims for unfair competition under Section 17200 of the Business and Professional Code. On November 4, 2020, the lawsuit was removed to the U.S. District Court for the Central District of California. The lawsuit seeks monetary damages, liquidated damages, civil penalties, and recovery of attorney's fees and costs. On June 24, 2021, the District Court remanded the case to the Superior Court of California, County of Los Angeles on the grounds that potential damages did not meet the Class Action Fairness Act (CAFA), 28 U.S.C. § 1332(d), jurisdictional threshold. The Company will vigorously defend the lawsuit.

On June 14, 2021, a single plaintiff filed a Private Attorney General Act lawsuit, Becker v. Laboratory Corporation of America, in the Superior Court of California, County of Orange, alleging various violations of the California Labor Code, including that the Plaintiff was not properly compensated for work and overtime hours, not properly paid meal and rest break premiums, not reimbursed for certain business-related expenses, and received inaccurate wage statements. The lawsuit seeks monetary damages, civil penalties, and recovery of attorney’s fees and costs. The Company will vigorously defend the lawsuit.

On March 1, 2021, the Company was served with a putative class action lawsuit, Foy v. Laboratory Corporation of America Holdings d/b/a Labcorp Diagnostics, filed in the U.S. District Court for the Middle District of North Carolina, alleging claims

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

for failure to properly pay service representatives employed outside of California and New York for all hours worked and overtime compensation under the Fair Labor Standards Act. The lawsuit sought monetary damages, liquidated damages, equitable and injunctive relief, and recovery of attorney’s fees and costs. The lawsuit was dismissed without prejudice in June 2021, but the Plaintiff is a named party in the Tabacchino lawsuit.

On October 14, 2021, a putative class action lawsuit, Tabacchino v. Laboratory Corporation of America Holdings, was filed in the Supreme Court of New York, Nassau County, alleging claims for a failure to properly pay service representatives compensation for all hours worked and overtime under the Fair Labor Standards Act and the New York Labor Code, as well as notice and recordkeeping claims under the New York Labor Code. The lawsuit seeks monetary damages, liquidated damages, civil penalties, equitable and injunctive relief, and recovery of attorney's fees and costs. On December 16, 2021, the Court issued an order approving the parties' settlement. A stipulation of discontinuance with prejudice will be filed upon the conclusion of the settlement claims process.

On November 23, 2021, the Company was served with a single plaintiff Private Attorney General Act lawsuit, Poole v. Laboratory Corporation of America, filed in the Superior Court of California, County of Kern, alleging various violations of the California Labor Code, including that Plaintiff was not properly paid wages owed, not properly paid meal and rest break premiums, not reimbursed for certain business related expenses, and other allegations including the untimely payment of wages and receipt of inaccurate wage statements. The lawsuit seeks monetary damages, civil penalties, and recovery of attorney's fees and costs. The case was removed to the U.S. District Court for the Eastern District of California. The Company will vigorously defend the lawsuit.

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

Under the Company's present insurance programs, coverage is obtained for catastrophic exposure as well as those risks required to be insured by law or contract. The Company is responsible for the uninsured portion of losses related primarily to general, professional and vehicle liability, certain medical costs and workers' compensation. The self-insured retentions are on a per-occurrence basis without any aggregate annual limit. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregated liability of claims incurred.

15. PENSION AND POSTRETIREMENT PLANS

Defined Contribution Retirement Plans

The Company has various U.S. defined contribution retirement plans (401K Plans). Under these 401K Plans, employees can contribute a portion of their salary to the plan and the Company makes minimum non-elective contributions, discretionary contributions, and matching contributions, depending on the terms of the specific plan. On January 1, 2021, all of the 401K Plans were modified to provide for 100% match of employee contributions up to 5% of their salary. Total expense, for the years ended December 31, 2021, 2020, and 2019, was $168.9, $141.8 and $139.5, respectively.

Defined Benefit Pension Plans

The Company sponsors both funded and unfunded defined benefit pension plans which provide benefits based on various criteria such as years of service and salary. The Company maintained two plans in the United States, three plans in the United Kingdom and one in Germany.

The two plans in the United States (U.S. Plans) were closed to new entrants and the accrual of service credits at the end of 2009. The U.K. pension plans were closed to new entrants and the accrual of service credits for one plan as of December 31, 2002, and the accrual of service credits for the other two plans as of December 31, 2019. The German plan was closed to new entrants on December 31, 2009 but participants continue to accrue service credits. The U.K. and German plans are aggregated for disclosure as the Non-U.S. Plans.

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Net Periodic Benefit Costs

The components of the net periodic benefit costs for the defined benefit pension plans are as follows:

			U. S. Plans																		Non-U.S. Plans
			Year ended December 31,
			2021						2020						2019						2021						2020						2019
Service cost for benefits earned			$	3.9					$	5.1					$	4.1					2.4						2.1						5.7
Interest cost on benefit obligation			8.3						11.1						13.9						8.1						10.9						10.9
Expected return on plan assets			(17.3)						(14.9)						(15.1)						(16.3)						(16.6)						(15.0)
Net amortization and deferral			10.0						9.7						10.9						2.1						0.4						—
Expected participant contributions			—						—						—						—						(0.1)						(1.2)
Settlements			3.7						—						—						—						—						—
Defined-benefit plan costs			$	8.6					$	11.0					$	13.8					(3.7)						(3.3)						0.4

Service costs are the only component of net periodic benefit costs recorded within Operating income. For the year ended December 31, 2021, the Company recognized a partial plan settlement charge of $3.7 as a component of Other, net.

The amounts recognized in accumulated other comprehensive earnings are as follows:

			U. S. Plans												Non-U.S. Plans
			Year ended December 31,
			2021						2020												2021						2020
Net actuarial loss in accumulated other comprehensive earnings			$	66.9					$	108.8											$	58.8					$	99.7

Change in Projected Benefit Obligation

The change in the projected benefit obligation as of December 31, 2021, and December 31, 2020, is as follows:

			U.S. Plans												Non-U.S. Plans
			Year Ended December 31,
			2021						2020						2021						2020
Balance at beginning of the year			$	369.8					$	355.5					$	690.1					$	590.7
Service cost			3.9						5.1						2.4						2.1
Interest cost			8.3						11.1						8.1						10.9
Actuarial (gain) loss			(18.0)						24.7						(34.7)						80.5
Benefits and administrative expenses paid			(30.7)						(26.6)						(22.2)						(20.0)
Foreign currency exchange rate changes			—						—						(9.9)						25.9
Balance at end of the year			$	333.3					$	369.8					$	633.8					$	690.1

The accumulated benefit obligation as of December 31, 2021 and 2020 was $333.3 and $369.8, respectively for the U.S. Plans and $633.8 and $690.1, respectively for the Non-U.S. Plans.

Change in Fair Value of Plan Assets

The change in plan assets as of December 31, 2021, and December 31, 2020, is as follows:

			U.S. Plans												Non-U.S. Plans
			Year Ended December 31,
			2021						2020						2021						2020
Balances at beginning of the year			$	300.9					$	262.1					$	535.6					$	491.7
Company contributions			—						33.1						14.3						13.5
Participant contributions			—						—						—						0.1
Actual return on plan assets			27.5						32.3						22.3						32.8
Benefits and administrative expenses paid			(28.5)						(26.6)						(21.7)						(19.6)
Foreign currency exchange rate changes			—						—						(5.9)						17.1
Fair value of plan assets at end of year			$	299.9					$	300.9					$	544.6					$	535.6

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Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Change in Funded Status and Reconciliation of Amounts Recorded in the Balance Sheet

The change in the funded status of the plan and a reconciliation of such funded status to the amounts reported in the consolidated balance sheet as of December 31, 2021, and December 31, 2020, is as follows:

			U.S. Plans												Non-U.S. Plans
			Year Ended December 31,
			2021						2020						2021						2020
Funded status			$	33.4					$	68.9					$	89.2					$	154.5
Recorded as:
Other assets			$	13.4					$	—
Accrued expenses and other			$	2.4					$	2.3					$	0.6					$	0.6
Other liabilities			44.4						66.6						88.6						153.9

Assumptions

Weighted average assumptions used to determine net periodic benefit costs are as follows:

			U. S. Plans																		Non-U.S. Plans
			Year ended December 31,
			2021						2020						2019						2021						2020						2019
Discount rate			2.4		%				3.3		%				4.3		%				1.1		%				1.7		%				2.2		%
Salary increases			N/A						N/A						N/A						2.0		%				3.1		%				2.7		%
Expected long term rate of return			6.0		%				6.0		%				6.5		%				3.1		%				3.5		%				4.2		%
Cash balance interest credit rate			4.0		%				4.0		%				4.0		%				N/A						N/A						N/A

A one percentage point decrease or increase in the discount rate would have resulted in a respective increase or decrease in 2021 retirement plan expense of $1.7 for the U.S. Plans. A one percentage point decrease or increase in the discount rate would have resulted in a respective increase or decrease in 2021 retirement plan expense of $2.4 for the Non-U.S. Plans.

Weighted average assumptions used to determine net periodic benefit obligations are as follows:

			U. S. Plans												Non-U.S. Plans
			Year ended December 31,
			2021						2020						2021						2020
Discount rate			2.8		%				2.3		%				1.8		%				1.2		%
Salary increases			N/A						N/A						2.0		%				2.0		%

The discount rate is determined using the weighted-average yields on high-quality fixed income securities that have maturities consistent with the timing of benefit payments. Lower discount rates increase the size of the benefit obligation and generally increase pension expense in the following year; higher discount rates reduce the size of the benefit obligation and generally reduce subsequent-year pension expense.

The expected return on plan assets is the estimated long-term rate of return that will be earned on the investments used to fund the pension obligations. To determine this rate, the Company considers the composition of plan investments, historical returns earned, and expectations about the future. Actual asset over/under performance compared to expected returns will respectively decrease/increase unrecognized loss. The change in the unrecognized loss will change amortization cost in upcoming periods. A one percentage point increase or decrease in the expected return on plan assets would have resulted in a corresponding change in 2021 pension expense of $2.9 for the U.S. Plans. A one percentage point increase or decrease in the expected return on plan assets would have resulted in a corresponding change in 2021 pension expense of $5.4 for the Non-U.S. Plans.

The salary increase assumptions are used to estimate the annual rate at which pay of plan participants will grow. If the rate of growth assumed increases, the size of the pension obligations will increase, as will the amount recorded in Accumulated other comprehensive income (loss) in the Company's Consolidated Statement of Financial Position and amortized into earnings in subsequent periods.

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company evaluates other assumptions periodically, such as retirement age, mortality and turnover, and updates them as necessary to reflect the Company's actual experience and expectations for the future. Differences between actual results and assumptions utilized are recorded in Accumulated other comprehensive income each period. These differences are amortized into earnings over the remaining average future service of active participating employees or the expected life of inactive participants, as applicable.

Plan Assets

The fair values of the assets at December 31, 2021, and 2020, by asset category are as follows:

Asset Category			Level of Valuation Input			Fair Value						Investments valued using NAV per share						Total
U.S Plans
Cash and cash equivalents			Level 1			$	4.3					$	—					$	4.3
U.S. equity index funds						—						52.5						52.5
International equity index funds						—						22.1						22.1
Real estate						—						7.6						7.6
General bond index funds						—						213.4						213.4
Total fair value						$	4.3					$	295.6					$	299.9
Non U.S. Plans
Cash and cash equivalents			Level 1			$	19.5					$	—					$	19.5
Annuities			Level 3			97.9						—						97.9
Pooled investment funds						—						427.2						427.2
Total fair value						$	117.4					$	427.2					$	544.6

Asset Category			Level of Valuation Input			Fair Value						Investments valued using NAV per share						Total
U.S Plans
Cash and cash equivalents			Level 1			$	13.0					$	—					$	13.0
U.S. equity index funds						—						105.5						105.5
International equity index funds						—						45.7						45.7
Real estate index fund						—						15.0						15.0
General bond index funds						—						121.7						121.7
Total fair value						$	13.0					$	287.9					$	300.9
Non U.S. Plans
Cash and cash equivalents			Level 1			$	6.8					$	—					$	6.8
Annuities			Level 3			58.7						—						58.7
Pooled investment funds						—						470.1						470.1
Total fair value						$	65.5					$	470.1					$	535.6

The fair market value of index funds and pooled investment funds are valued using the net asset value (NAV) unit price provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund. The fair value of annuity investments are based on discounted cash flow techniques using unobservable valuation inputs such as discount rates and actuarial mortality tables.

Fair Value Measurement of Level 3 Pension Assets						Annuities
Balance at January 1, 2020						$	30.6
Actual return on plan assets						28.1
Balance at December 31, 2020						58.7
Actual return on plan assets						39.2
Balance at December 31, 2021						$	97.9

Investment Policies

Plan fiduciaries of various plans set investment policies and strategies, based on consultation with professional advisors, and oversee investment allocation, which includes selecting investment managers and setting long-term strategic targets. The

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

primary strategic investment objectives are balancing investment risk and return and monitoring the plan’s liquidity position in order to meet the near-term benefit payment and other cash needs. Target allocation percentages are established at an asset class level by plan fiduciaries. Target allocation ranges are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below a target range.

The weighted average asset allocation of the plan assets as of December 31, 2021, by asset category is as follows:

						December 31, 2021
						U.S. Plans						Non-U.S. Plans
Equity securities						24.9		%				35.2		%
Debt securities						71.2		%				40.1		%
Annuities						—		%				18.0		%
Real estate						2.5		%				3.1		%
Other						1.4		%				3.6		%

The weighted average target asset allocation of the plan assets is as follows:

						U.S. Plans												Non U.S. Plans
Equity securities						17.0%			to			32.5		%				30.0%			to			40.0%
Debt securities						61.0%			to			81.0		%				35.0%			to			45.0%
Annuities						—		%	to			—		%				10.0%			to			20.0%
Real estate						0.5		%	to			4.3		%				—%			to			10.0%
Other						—		%	to			5.0		%				—%			to			5.0%

Pension Funding and Cash Flows

The Company expects to make approximately $19.3 in required contributions to its defined benefit pension plans during 2022. The Company targets funding the minimum required contributions but may make additional contributions into the pension plans in 2022, depending upon factors such as how the funded status of those plans change or to reduce the administrative costs of the plan.

The estimated benefit payments, which were used in the calculation of projected benefit obligations, are expected to be paid as follows:

			U. S. Plans						Non-U. S. Plans
2022			$	27.1					$	16.5
2023			26.3						17.1
2024			25.7						18.5
2025			25.6						18.4
2026			24.8						19.8
Years 2027 to 2036			111.3						107.3

Post-employment Retiree Health and Welfare Plan

The Company sponsors a post-employment retiree health and welfare plan for the benefit of eligible employees at certain U.S. subsidiaries who retire after satisfying service and age requirements. This plan is funded on a pay-as-you-go basis and the cost of providing these benefits is shared with the retirees.

Post-retirement Medical Plan

The Company assumed obligations under a subsidiary's post-retirement medical plan. Coverage under this plan is restricted to a limited number of existing employees of the subsidiary. This plan is unfunded and the Company’s policy is to fund benefits as claims are incurred. The effect on operations of the post-retirement medical plan is shown in the following table:

			Year ended December 31,
			2021						2020						2019
Service cost for benefits earned			$	—					$	—					$	—
Interest cost on benefit obligation			0.1						0.2						0.3
Net amortization and deferral			0.3						0.4						0.4
Post-retirement medical plan costs			$	0.4					$	0.6					$	0.7

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Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Amounts included in accumulated other comprehensive earnings consist of unamortized net loss of $0.8 and $1.6.

A summary of the changes in the accumulated post-retirement benefit obligation follows:

			2021						2020
Balance at January 1			$	6.2					$	6.5
Interest cost on benefit obligation			0.1						0.2
Actuarial loss			(0.5)						—
Benefits paid			(0.6)						(0.5)
Balance at December 31			$	5.2					$	6.2
Recorded as:
Accrued expenses and other			$	0.7					$	0.8
Other liabilities			4.5						5.4
			$	5.2					$	6.2

The weighted-average discount rates used in the calculation of the accumulated post-retirement benefit obligation were 2.7% and 2.3% as of December 31, 2021, and 2020, respectively. The healthcare cost trend rate was removed due to the expectation of future funding to be at the same level as the previous year's funding.

The following assumed benefit payments under the Company's post-retirement benefit plan, which reflect expected future service, as appropriate, and which were used in the calculation of projected benefit obligations, are expected to be paid as follows:

2022			$	0.7
2023			0.6
2024			0.6
2025			0.5
2026			0.4
Years 2027 and thereafter			1.3

Deferred Compensation Plan

The Company has Deferred Compensation Plans (DCP) under which certain of its executives may elect to defer up to 100.0% of their annual cash incentive pay and/or up to 50.0% of their annual base salary and/or eligible commissions subject to annual limits established by the U.S. government. The DCP provides executives a tax efficient strategy for retirement savings and capital accumulation without significant cost to the Company. The Company makes no contributions to the DCP. Amounts deferred by a participant are credited to a bookkeeping account maintained on behalf of each participant, which is used for measurement and determination of amounts to be paid to a participant, or his or her designated beneficiary, pursuant to the terms of the DCP. The amounts accrued under these plans were $104.4 and $89.2 at December 31, 2021, and 2020, respectively. Deferred amounts are the Company's general unsecured obligations and are subject to claims by the Company's creditors. The Company's general assets may be used to fund obligations and pay DCP benefits.

16. FAIR VALUE MEASUREMENTS

The Company’s population of financial assets and liabilities subject to fair value measurements as of December 31, 2021, and 2020 were as follows:

												Fair Value Measurements as of
												December 31, 2021
			Balance Sheet Classification			Fair Value as of December 31, 2021						Using Fair Value Hierarchy
						Level 1						Level 2						Level 3
Noncontrolling interest put			Noncontrolling interest			$	16.3					$	—					$	16.3					$	—
Cross currency swaps			Other liabilities, net			32.8						—						32.8						—
Interest rate swaps			Other assets, net			2.9						—						2.9						—
Cash surrender value of life insurance policies			Other assets, net			106.4						—						106.4						—
Deferred compensation liability			Other liabilities			104.4						—						104.4						—
Investment in equity securities			Other current assets			10.9						10.9						—						—
Contingent consideration			Other liabilities			21.9						—						—						21.9

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Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

												Fair Value Measurements as of
												December 31, 2020
			Balance Sheet Classification			Fair Value as of December 31, 2020						Using Fair Value Hierarchy
						Level 1						Level 2						Level 3
Noncontrolling interest put			Noncontrolling interest			$	16.2					$	—					$	16.2					$	—
Cross currency swaps liability			Other liabilities			40.4						—						40.4						—
Cash surrender value of life insurance policies			Other assets, net			90.6						—						90.6						—
Deferred compensation liability			Other liabilities			89.2						—						89.2						—
Contingent consideration			Other liabilities			13.9						—						—						13.9

Fair Value Measurement of Level 3 Liabilities						Contingent Consideration
Balance at January 1, 2020						$	9.9
Addition						10.8
Cash payments and adjustments						(6.8)
Balance at December 31, 2020						13.9
Addition						9.1
Cash payments and adjustments						(1.1)
Balance at December 31, 2021						$	21.9

The Company has a noncontrolling interest put related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s condensed consolidated balance sheets. The noncontrolling interest put is valued at its contractually determined value, which approximates fair value. During the year ended December 31, 2021, the carrying value of the noncontrolling interest put decreased by $0.2 for foreign currency translation.

The Company offers certain employees the opportunity to participate in a DCP. A participant's deferrals are allocated by the participant to one or more of 16 measurement funds, which are indexed to externally managed funds. From time to time, to offset the cost of the growth in the participant's investment accounts, the Company purchases life insurance policies, with the Company named as beneficiary of the policies. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments, which are typically invested in a similar manner to the participants' allocations. Changes in the fair value of the DCP obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the DCP obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments.

Contingent accrued earn-out business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured quarterly based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3.

The carrying amounts of cash and cash equivalents, accounts receivable, income taxes receivable, and accounts payable are considered to be representative of their respective fair values due to their short-term nature. The fair market value of the Senior Notes, based on market pricing, was approximately $5,841.1 and $6,121.8 as of December 31, 2021, and 2020, respectively. The Company's note and debt instruments are considered Level 2 instruments, as the fair market values of these instruments are determined using other observable inputs.

17. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company addresses its exposure to market risks, principally the market risk associated with changes in interest rates and currency exchange rates, through a controlled program of risk management that includes, from time to time, the use of derivative financial instruments. The Company does not hold or issue derivative financial instruments for trading purposes. The Company does not believe that its exposure to market risk is material to the Company’s financial position or results of operations.

Interest Rate Swap

During the second quarter of 2021, the Company entered into fixed-to-variable interest rate swap agreements for its 2.70% senior notes due 2031 with an aggregate notional amount of $500.0 and variable interest rates based on three-month LIBOR

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LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

plus 1.0706%. These agreements were designated as hedges against changes in the fair value of a portion of the Company's long-term debt. The aggregate fair value of $2.9 at December 31, 2021, was included as a component of other long-term assets and added to the reported value of the senior notes.

During the third quarter of 2013, the Company entered into two fixed-to-variable interest rate swap agreements for the 4.625% Senior Notes due 2020 with an aggregate notional amount of $600.0 and variable interest rates based on one-month LIBOR plus 2.298% to hedge against changes in the fair value of a portion of the Company's long-term 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. 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. The gain was included in Other, net on the Consolidated Statement of Operations.

These derivative financial instruments are accounted for as fair value hedges which increased or decreased the value of the Senior Notes with the offset being recorded as a component of other long-term assets or liabilities, as applicable. As the specific terms and notional amounts of the derivative financial instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations. Cash flows from the interest rate swaps are including in operating activities.

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency forward contracts, which are recognized as assets or liabilities at their fair value. These contracts do not qualify for hedge accounting and the changes in fair value are recorded directly to earnings. The contracts are short-term in nature and the fair value of these contracts is based on market prices for comparable contracts. The fair value of these contracts is not significant as of December 31, 2021 and 2020.

Cross Currency Swaps

During the fourth quarter of 2018, the Company entered into six USD to Swiss Franc cross-currency swap agreements with an aggregate notional value of $600.0 and which are accounted for as a hedge against the impact of foreign exchange movements on its net investment in a Swiss Franc functional currency subsidiary. Of the notional value, $300.0 matures in 2022 and $300.0 matures in 2025. These cross currency swaps maturing in 2022 and 2025 with an aggregate fair value of $20.6 and $12.2 as of December 31, 2021, respectively, are included in other long-term liabilities. These cross currency swaps maturing in 2022 and 2025 with an aggregate fair value of $26.0 and $14.4 as of December 31, 2020, respectively, are included in other long-term liabilities. Changes in the fair value of the cross-currency swaps are recorded as a component of the foreign currency translation adjustment in accumulated other comprehensive income in the Consolidated Balance Sheet until the hedged item is recognized in earnings. The cumulative amount of the fair value hedging adjustment included in the current value of the cross currency swaps is $(32.8) for the year ended December 31, 2021, and was recognized as currency translation within the Consolidated Statement of Comprehensive Earnings. There were no amounts reclassified from the Consolidated Statement of Comprehensive Earnings to the Consolidated Statement of Operations during the year ended December 31, 2021.

The table below presents the fair value of derivatives on a gross basis and the balance sheet classification of those instruments:

									December 31, 2021																		December 31, 2020
									Fair Value of Derivative																		Fair Value of Derivative
			Balance Sheet Caption						Asset						Liability						U.S. Dollar Notional						Asset						Liability						U.S. Dollar Notional
Derivatives Designated as Hedging Instruments
Interest rate swap			Other assets, net/Other liabilities						2.9						—						500.0						—						—						—
Cross currency swaps			Other liabilities						—						32.8						600.0						—						40.4						600.0

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Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The table below provides information regarding the location and amount of pretax (gains) losses of derivatives designated in fair value hedging relationships:

						Amount included in other comprehensive income																		Amounts reclassified to the Statement of Operations
						Year Ended December 31,																		Year Ended December 31,
						2021						2020						2019						2021						2020						2019
Interest rate swap contracts						$	—					$	0.8					$	6.7					$	—					$	1.6					$	1.6
Cross currency swaps						$	7.6					$	(43.6)					$	6.0					$	—					$	—					$	—

The Company recognized a gain of $1.6 and $1.6 on the extinguishment of its interest rate swap agreement in the years ended December 31, 2020 and December 31, 2019, respectively, in connection with the redemption of the 4.625% Senior Notes due 2020. No gains or losses from derivative instruments classified as hedging instruments have been recognized into income for the year ended December 31, 2021.

18. SUPPLEMENTAL CASH FLOW INFORMATION

			Years Ended December 31,
			2021						2020						2019
Supplemental schedule of cash flow information:
Cash paid during period for:
Interest			$	194.7					$	216.6					$	248.9
Income taxes, net of refunds			1,000.0						500.0						216.8
Disclosure of non-cash financing and investing activities:
Conversion of zero-coupon convertible debt			—						—						8.4
Assets acquired under finance leases			—						—						48.7
Change in accrued property, plant and equipment			11.8						(1.2)						2.7
Floating rate secured note receivable due 2022 from the sale of CRP			—						—						110.0

19. BUSINESS SEGMENT INFORMATION

The following table is a summary of segment information for the years ended December 31, 2021, 2020, and 2019. The “management approach” has been used to present the following segment information. This approach is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the chief operating decision maker (CODM) for evaluating segment performance and deciding how to allocate resources to segments. The Company’s chief executive officer has been identified as the CODM.

Segment asset information is not presented because it is not used by the CODM at the segment level. Operating earnings (loss) of each segment represents revenues less directly identifiable expenses to arrive at operating income for the segment. General management and administrative corporate expenses are included in general corporate expenses below.

						2021						2020						2019
Revenues:
Dx						$	10,363.6					$	9,253.4					$	7,000.1
DD						5,845.5						4,877.7						4,578.1
Intercompany eliminations and other						(88.2)						(152.6)						(23.4)
Total revenues						$	16,120.9					$	13,978.5					$	11,554.8
Operating Earnings:
Dx						$	2,988.5					$	2,634.9					$	1,086.0
DD						547.7						37.3						411.5
General corporate expenses						(276.7)						(226.8)						(167.3)
Total operating income						$	3,259.5					$	2,445.4					$	1,330.2

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Index

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

						2021						2020						2019
Depreciation and Amortization
Dx						$	355.8					$	327.5					$	301.0
DD						386.7						295.2						261.1
General corporate						2.6						2.0						2.6
Total depreciation and amortization						$	745.1					$	624.7					$	564.7

						Dx						DD						Intercompany Eliminations and Other						Total
Geographic distribution of revenues
North America						$	10,363.6					$	2,818.3					$	(88.2)					$	13,093.7
Europe						—						2,050.8						—						2,050.8
Other						—						976.4						—						976.4
Total revenues						$	10,363.6					$	5,845.5					$	(88.2)					$	16,120.9

						Dx						DD						Total
Geographic distribution of property, plant and equipment, net
North America						$	1,507.3					$	670.2					$	2,177.5
Europe						—						449.9						449.9
Other						—						188.0						188.0
Total property, plant and equipment, net						$	1,507.3					$	1,308.1					$	2,815.4

20. SUBSEQUENT EVENTS

On February 9, 2022, the Company entered into agreements to create a comprehensive strategic relationship with Ascension, a Catholic, non-profit health system. Through the expansive strategic collaboration, the Company will manage Ascension’s hospital-based laboratories in 10 states and purchase select assets of the health system’s outreach laboratory business. This long-term relationship will expand the Company’s clinical laboratory services in several states across the country while creating opportunities to enhance care across all clinical areas. The arrangement includes acquisition of certain outreach laboratory assets with a purchase price of $400.0.

On February 18, 2022, the Company closed its acquisition of Personal Genome Diagnostics Inc. (PGDx), a cancer genomics company with a portfolio of comprehensive liquid biopsy and tissue-based products. The addition of PGDx and its technology complements and accelerates Labcorp’s existing liquid biopsy capabilities and expands Labcorp’s oncology portfolio of next-generation sequencing (NGS)-based genomic profiling capabilities. Under the terms of the agreement, Labcorp paid $450.0 in cash at closing and up to an additional $125.0 on achieving future performance milestones.

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