Labcorp Holdings (LH) 10-K risk factor changes: FY2023 vs FY2021

General or macro-economic factors in the U.S. and globally may have a material adverse effect upon the Company, and significant fluctuations in [removed: the economy, recession, inflation] [added: global economic conditions] and an increase in the costs of goods and services could negatively impact testing volumes, drug development services, cash collections, [removed: profitability] [added: profitability,] and the availability and cost of credit.

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

Fluctuations in [removed: the] global [removed: economy,] [added: economic conditions,] including inflation and the risk of short- or long-term [removed: recession, inflation and an increase in the costs of goods and services have impacted and in the future] [added: recessions,] could [removed: have continued or greater negative] [added: negatively] impact [removed: on the] demand for diagnostic testing and drug development services, the ability of customers to pay for [removed: services rendered,] [added: the Company's services,] and the Company’s profitability.

In addition, uncertainty in the credit markets and [removed: fluctuations in] interest [removed: rates] [added: rate volatility] could reduce the availability and increase the cost of credit and impact the Company’s ability to meet its financing needs in the future.

Operations may be disrupted and adversely impacted by the effects of adverse weather, natural disasters, geopolitical events, public health crises, hostilities or acts of terrorism, acts of vandalism, disruption to supply chains, [removed: access to] [added: inaccessibility of] natural resources, and other events [removed: outside of] [added: beyond] the Company's control.

Natural disasters, such as adverse weather, fires, earthquakes, power shortages and outages, geopolitical events, such as terrorism, war, political instability, or other conflict, public health crises and disease epidemics and pandemics, criminal activities, disruptions to supply chains, [removed: access to] [added: inaccessibility of] natural resources, and other disruptions or events [removed: outside of] [added: beyond] the Company’s control could negatively affect the Company’s operations.

Any of these events may result in a temporary decline of [added: testing] volumes [added: and other work] in both segments.

In addition, such events may temporarily interrupt the Company’s ability to transport specimens, efficiently [removed: commence] [added: commence, continue, or complete its work on] studies, utilize information technology systems, utilize certain laboratories, and/or [removed: ability] to receive material from its suppliers.

An inability to [removed: attract] [added: attract, retain,] and [removed: retain] [added: develop] experienced and qualified personnel, including key management personnel, and increased personnel costs, could adversely affect the Company’s business.

The loss of key management personnel or the inability to [removed: attract] [added: attract, retain,] and [removed: retain] [added: develop] experienced and qualified employees, at the Company’s clinical laboratories, drug development, and diagnostic facilities, and increased costs related to such personnel and employees, could adversely affect the business.

Changes in key management, or the ability to [removed: attract] [added: attract, develop,] and retain qualified personnel, as a result of increased competition for talent, wage growth, or other market factors, could lead to strategic and operational challenges and uncertainties, distractions of management from other key initiatives, and inefficiencies and increased costs, any of which could adversely affect the Company’s business, financial condition, results of operations, and cash flows.

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

[added: The] Company makes significant efforts to obtain adequate compensation for its services in its capitated arrangements.

For the year ended December 31, [removed: 2022,] [added: 2023,] such capitated contracts accounted for approximately [removed: $332.3] [added: $369.9] million, or [removed: 3.2%,] [added: 3.9%,] of Dx's revenues.

[removed: While some delays were expected, payer] [added: Payer] policy changes in [removed: coverage] [added: coverage, along with coding and billing changes,] have had a negative impact [added: over time] on revenue, revenue per requisition, and margins and cash flows.

In [removed: 2022,] [added: 2023,] limited coding and billing changes were implemented.

While limited changes are expected to be implemented in [removed: 2023,] [added: 2024,] the Company typically expects some delays in pricing and reimbursement as new codes are introduced.

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

As a result of the Consolidated Appropriations Act, 2023, which became law in December 2022, the data reporting requirements and Medicare reimbursement cuts that would have occurred under PAMA in 2023 were delayed by one additional year, and the Company [removed: will] [added: did] not experience an incremental reimbursement rate impact due to PAMA in 2023.

The process of data reporting and repricing [added: under PAMA] will be repeated every three years for [removed: Clinical Diagnostic Laboratory Tests (CDLTs)] [added: CDLTs] beginning in [removed: 2024.][added: 2025.]

[removed: CFLS] [added: CLFS] rates for [removed: 2027] [added: 2028] and subsequent periods will not be subject to phase-in limits.

The phase-in of rates for CDLTs established in 2018 will resume in [removed: 2024.][added: 2025.]

New CLFS rates will be established in [removed: 2025] [added: 2026] based on data from 2019 to be reported in [removed: 2024.][added: 2025.]

[removed: For 2020, the Company realized a net reduction in reimbursement of] approximately [removed: $72.01] [added: $72.0] million from all payers affected by the CLFS (approximately $107.0 million in 2019).

[removed: 2021, 2022 and 2023] PAMA rates were frozen [added: for years 2021 through 2024] as described above.

Unless implementation of PAMA is further delayed or changed, an additional reduction of approximately $100.0 million is expected for [removed: 2024,] [added: 2025,] from all payers affected by the CLFS.

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

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

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

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

[removed: New] [added: Any such new] laws or regulations may create a risk of liability, increase [removed: DD] [added: BLS] costs [removed: or] [added: and/or] limit service offerings through [removed: DD.][added: BLS.]

As further described in Item 1 of Part I of this Annual Report, both Dx and [removed: DD] [added: BLS] operate in [removed: highly] competitive industries.

[removed: DD’s main competition consists of] [added: BLS competes against] these small and large [removed: CROs,] [added: businesses,] as well as in-house departments of pharmaceutical, [removed: biotechnology and] [added: biotechnology,] medical [removed: device companies and,] [added: device, and diagnostic companies, and] to a lesser extent, [removed: select universities] [added: selected academic research centers, universities,] and teaching hospitals.

[removed: DD’s] [added: In addition, BLS’s] services [removed: have from time to time experienced] [added: periodically experience] periods of increased price competition that [removed: had] [added: may have] an adverse effect on [removed: a segment's] [added: the segment’s] profitability and consolidated revenues and net income.

The Company's failure to successfully compete [removed: on] [added: in] any of these [removed: factors] [added: areas] could result in the loss of existing customers, an inability to gain new [removed: customers] [added: customers,] and [removed: a reduction in] [added: reduced or stagnant growth of] the Company's business.

From time to time, manufacturers discontinue or recall reagents, test [removed: kits] [added: kits,] or instruments used by the Company to perform laboratory testing.

If the Company is unable to license these testing methods at competitive rates, its [removed: research and development (R&D)] [added: R&D] costs may increase as a result.

In addition, advances in technology may lead to the development of more cost-effective [removed: technologies] [added: technologies,] such as point-of-care testing equipment that can be operated by physicians or other healthcare providers (including physician assistants, nurse [removed: practitioners] [added: practitioners,] and certified nurse midwives, generally referred to herein as physicians) in their offices or by patients themselves without requiring the services of freestanding clinical laboratories.

The FDA has regulatory responsibility over instruments, test kits, reagents and other devices used by clinical laboratories, and it has [removed: taken] responsibility [removed: from the U.S. Centers] for [removed: Disease Control and Prevention for] classifying the complexity of tests for CLIA purposes.

Changes or disruption in [removed: services] [added: services,] supplies, or transportation provided by third parties have impacted and could continue to impact or adversely affect the Company’s business.

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patients, physicians, hospitals, MCOs, pharmaceutical, biotechnology and medical device companies and others.

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In November 2023, provisions in the Further Continuing Appropriations and Other Extensions Act of 2024 further delayed data reporting requirements and the phase-in of payment reductions for Clinical Diagnostic Laboratory Tests (CDLTs) that are not classified as ADLTs under PAMA.

As a result, no payment reduction will be applied to CDLTs in 2024, and for 2025-2027 payment may not be reduced by more than 15% compared to the payment amount established for a test the previous year.

CLFS rates for ADLTs will be updated annually.

For 2020, the Company realized a net reduction in reimbursement of

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In addition, proposed changes in the U.S. relating to FDA oversight of the development and commercialization of LDTs as medical devices pursuant to regulatory interpretation, as well as draft legislation, if implemented, could increase costs, penalties, or fines.

Following the spin-off of Fortrea, BLS’s main competition ranges from hundreds of small providers to a limited number of large companies with global capabilities.

The Company competes primarily on the basis of reputation, efficient and timely performance, and leadership in science, technology and innovation.

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Similarly, application of artificial intelligence to testing could reduce demand for the Company's services, or competitors could adopt use of these technologies and derive benefits from them sooner than the Company.

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- failure to timely identify and remediate noncompliant activities of the acquired company or business;

The failure to establish, update, or perform to appropriate quality standards could adversely affect the Company’s business and reputation.

The Company has quality control systems and processes to support the performance and delivery of its services.

A failure to establish, update, or perform in accordance with those systems or processes could adversely affect the Company’s business

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operations, resulting in the loss of customers, loss or suspension of licensure or certifications, imposition of sanctions or other penalties, damage to the Company’s reputation, or other adverse effects.

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- adverse weather, natural disasters, geopolitical events, public health crises, hostilities or acts of terrorism, acts of vandalism, disruption to supply chains, inaccessibility of natural resources, and other events beyond the Company’s control;

The Company depends on a variety of U.S. and international financial institutions to provide us with banking services.

The default or failure of one or more of the financial institutions that the Company relies on may adversely affect the Company's business and financial condition.

The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and international financial institutions, and its deposits at certain of these institutions exceed insured limits.

Market conditions can impact the viability of these institutions.

In the event of failure of any of the financial institutions where the Company maintains its cash and cash equivalents, there can be no assurance that the Company would be able to access uninsured funds in a timely manner or at all.

Additionally, bank payment processes could become unavailable which could temporarily impact the Company's ability to conduct business with suppliers and pay its employees on a timely basis.

Any inability to access or delay in accessing these funds could adversely affect the Company's business and financial condition.

The Company might not be able to engage in certain desirable capital-raising or strategic transactions.

The Company’s ability to engage in certain transactions could be limited or restricted in order to preserve, for U.S. federal income tax purposes, the tax-free qualification of the Fortrea spin-off and certain related transactions under Sections 355 and

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368(a)(1)(D) of the Internal Revenue Code.

Even if the spin-off and certain related transactions otherwise qualify for tax-free treatment under Section 355 of the Code, they may result in corporate-level taxable gain to the Company if there is a 50% or greater change in ownership, by vote or value, of shares of the Company’s stock, Fortrea’s stock, or the stock of a successor of either occurring as part of a plan or series of related transactions that includes the spin-off, which is generally presumed to include any acquisitions or issuances of stock within two years of the spin-off.

To avoid realizing such taxable gain, the Company may be restricted or limited in its capital-raising or in the strategic transactions that it elects to pursue during such time period.

The recently completed spin-off of Fortrea may not achieve the intended results.

On June 30, 2023, the Company completed the previously announced spin-off of Fortrea Holdings Inc. (Fortrea).

The spin-off poses risks and challenges that could impact the Company’s business, including, but not limited to, the failure to achieve the intended benefits from the spin-off, the failure to receive tax- free treatment for U.S. federal income purposes, and potential exposure to unexpected claims, liabilities, or costs under the Company’s agreements with Fortrea in connection with the spin-off.

Such system failures could require the

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The

CMS exercised enforcement discretion to permit reporting for an additional 60 days, through May 30, 2017.

For 2024-2026, a test price cannot be reduced by more than 15.0% per year.

New CLFS rates will be established in 2028 based on data from 2026 to be reported in 2027 CLFS rates for Advanced Diagnostic Laboratory Tests (ADLTs) will be updated annually.

Healthcare reform legislation also contains numerous regulations that will require the Company, as an employer, to implement significant process and record-keeping changes to be in compliance.

These changes increase the cost of providing healthcare coverage to employees and their families.

Given the limited release of regulations to guide compliance, as well as potential changes to the ACA, the exact impact to employers, including the Company, is uncertain.

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

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

Competitors in the CRO industry range from hundreds of smaller CROs to a limited number of large CROs with global capabilities.

There is competition among CROs for both customers and potential acquisition candidates.

Additionally, few barriers to entering the CRO industry further increases possible new competition.

These competitive pressures may affect the attractiveness or profitability of Dx’s and DD’s services, and could adversely affect the financial results of the Company.

The Company competes primarily on the basis of the quality of services, reporting and information systems, reputation in the medical community and the drug development industry, the pricing of services and ability to employ qualified personnel.

cap.

- weather;

Risks Related to the Planned Spin-off of the Company’s Clinical Development and Commercialization Services Business

The planned spin-off of the Company’s Clinical Development and Commercialization Services business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the intended results.

The Company is pursuing a spin-off of its wholly owned Clinical Development and Commercialization Services (CDCS) business, which includes the parts of its DD segment focused on providing Phase I-IV clinical trial management, market access, and technology solutions to pharmaceutical and biotechnology organizations, which would result in two independent, publicly traded companies.

Unanticipated issues including, but not limited to, the failure to obtain regulatory approval, obtain appropriate assurances regarding the tax-free nature of the spin-off, or have the Form 10 registration statement that will be filed with the SEC declared effective on a timely basis or at all, could delay, prevent, or otherwise adversely affect the planned spin-off.

There can be no assurance that the conditions of the spin-off will be satisfied or that Company will be able to complete the spin-off on the terms or on the anticipated timeline, or at all.

The Company expects that pursuing and implementing the spin-off will continue to require significant expenses and management time and effort, may divert management’s attention from the Company and CDCS' ongoing business operations and may adversely impact relationships with customers, suppliers, employees, and other business counterparties.

The Company anticipates that, consistent with any applicable legal and tax requirements, there will be ongoing transitional and commercial arrangements to provide for a seamless delivery of services to the customers

Further, if the planned spin-off is completed, the anticipated benefits of the transaction may not be realized within the expected time periods or at all.

Failure to implement the planned spin-off effectively or the negative reaction of customers, the Company’s employees, and other stakeholders could also result in a decline in value of one or both of the companies.

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

The Company's inability to identify appropriate partners or

laws and regulations in the jurisdictions in which it conducts animal research.

There are other regulatory and legislative proposals that would increase general FDA oversight of clinical laboratories and LDTs.

measures.

Ravgen has filed post-trial motions seeking enhanced damages of up to $817 million based on the finding of willfulness, as well as

attorney's fees and costs.

In contracting to work on drug development trials and studies, DD faces a range of potential liabilities, including:

- General risks associated with clinical pharmacology facilities, including negative consequences from the administration of drugs to clinical trial participants or the professional malpractice of clinical pharmacology physicians;

DD contracts with physicians, also referred to as investigators, to conduct the clinical trials to test new drugs on clinical trial subjects.

These tests can create a risk of liability for personal injury or death to clinical trial subjects resulting from negative reactions to the drugs administered or from professional malpractice by third party investigators.

Risks Related to the COVID-19 Pandemic

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

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

General

During the year ended December 31, 2022, the Company's revenues were $14.9 billion, a decrease of 7.7% from $16.1 billion in 2021.

The decrease was due to lower organic revenue of 7.5% and foreign currency translation of 1.0%, partially offset by acquisitions net of divestitures of 0.8%.

The 7.5% decrease in organic revenue was due to a 10.0% decrease in COVID-19 Testing, partially offset by a 2.5% increase in the Company's organic Base Business.

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

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

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

Strategic Review of Company Structure and Capital Allocation Strategy

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

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

These actions have included:

- initiating a dividend in the second quarter of 2022, as well as subsequent dividends paid in the third and fourth quarters of 2022, with total dividend payments for 2022 in the amount of $195.2 million;

- authorizing a $2.50 billion share repurchase program.

As part of this program, $1.0 billion was repurchased under an accelerated share repurchase plan in 2021, and a total of $1.1 billion of stock was repurchased in 2022, representing approximately 4.7 million shares;

- implementing a new LaunchPad business process improvement initiative, targeting savings of $350.0 million through 2025;

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

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

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

On July 28, 2022, the Company announced that it would pursue a planned spin-off of its Clinical Development and Commercialization Services (CDCS) business, as further discussed below.

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

The updated capital allocation plan is designed to enable the Company to continue investment in key growth areas.

This plan is expected to fuel growth through innovation by using the Company's unique data and insights to bring scientific advancements—both those developed internally and those developed by outside companies and scientists—to market at scale.

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

Spin-Off of the Company's CDCS Business

On July 28, 2022, the Company announced that the Board authorized the Company to pursue a spin-off of the Company’s wholly owned CDCS business to its shareholders through a tax-free transaction.

The planned spin-off will result in two independent companies, each poised for strong, sustainable growth.

On January 9, 2023, Thomas (Tom) Pike joined the Company as president and chief executive officer of its DD Clinical Development business unit, and when the planned spin-off is complete, Mr. Pike will become the chief executive officer and chairman of the board of directors of the independent, publicly listed company.

On February 9, 2023, the Company announced that the name of the CDCS business will become Fortrea in connection with the planned spin-off.

The Company is targeting completion of the planned spin-off in mid-2023.

The planned spin-off will be subject to the satisfaction of certain customary conditions, including, among others, the receipt of final approval by the Company's Board, the receipt of appropriate assurances regarding the tax-free nature of the separation and effectiveness of any required filings with the U.S. Securities and Exchange Commission (SEC).

There can be no assurances regarding the ultimate timing of the transaction or that the spin-off will be completed.

When the transaction is complete, the resulting companies will be Labcorp, comprising the Company’s routine and esoteric labs, central labs and early development research labs, and Fortrea, a global contract research organization (CRO) providing Phase I-IV clinical trial management, market access and technology solutions to pharmaceutical and biotechnology organizations.

The planned spin-off is expected to provide each company with:

- strengthened strategic flexibility and operational focus to pursue specific market opportunities and better meet customer needs;

- focused capital structures and capital allocation strategies to drive innovation and growth;

- a more targeted investment opportunity for different investor bases; and

- the ability to align its particular incentive compensation with its financial performance.

Following the planned spin-off, the Company believes that Labcorp will be positioned to:

- invest in R&D and innovation to develop and launch diagnostic advancements globally in key clinical areas including oncology, Alzheimer's, and autoimmune and liver disease through organic and inorganic opportunities;

- bring together its global health and patient data and provide insights to enable customers to innovate;

Approximately [removed: 14.7%] [added: 12.9%] and [removed: 15.3%] [added: 13.8%] of the Company's revenues for the year ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, were denominated in currencies other than the U.S. dollar (USD).

In both [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the most significant currency exchange rate exposures were to the Canadian dollar, Swiss franc, euro and British pound.

Excluding the impacts from any outstanding or future hedging transactions, a hypothetical change of 10% in average exchange rates used to translate all foreign currencies to USD would have impacted income before income taxes for [removed: 2022] [added: 2023] by approximately [removed: $26.9.][added: $24.1.]

Gross accumulated currency translation adjustments recorded as a separate component of shareholders’ equity were [removed: $(336.4)] [added: $183.1] and [removed: $(104.6)] [added: $(336.4)] at December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

At December 31, [removed: 2021,] [added: 2023,] the Company had [removed: 28] [added: 9] open foreign exchange forward contracts with various amounts maturing monthly through January [removed: 2022] [added: 2024] with a notional value totaling approximately [removed: $600.7.][added: $305.8.]

In May, 2021, to hedge against changes in the fair value portion of the Company's long-term debt, the Company entered into fixed-to-variable interest rate swap agreements for the 2.70% senior notes due 2031 with an aggregate notional value of $500.0 and variable interest rates based on three-month LIBOR [added: (changed to SOFR in 2023)] plus 1.0706%.

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| | | | [removed: December] [added: December] 31, [removed: 2022] [added: 2023] | | | | | | [removed: December] [added: December] 31, [removed: 2021] [added: 2022] | | | [added: | | | December 31, 2021 | | |]

| Cash and cash equivalents [removed: |] [added: at beginning of period] | | [removed: $] | 430.0 | | | | | [removed: $] | 1,472.7 | | [added: | | | | 1,320.8 | | |]

| Accounts receivable, net | | | [removed: 2,222.0] | | | | | | [removed: 2,261.5] [added: 436.5] | | |

| Unbilled services | | | [removed: 795.4] | | | | | | [removed: 716.8] [added: 583.6] | | |

| Supplies inventory | | | [removed: 470.6] [added: 474.6] | | | | | | [removed: 401.4] [added: 470.6] | | |

| Prepaid expenses and other | | | [removed: 707.0] | | | | | | [removed: 478.1] [added: 96.6] | | |

| Total current assets | | | [removed: 4,625.0] [added: 3,765.4] | | | | | | [removed: 5,330.5] [added: 4,625.0] | | |

| Property, plant and equipment, net | | | [removed: 2,956.2] | | | | | | [removed: 2,815.4] [added: 162.1] | | |

| Goodwill, net | | | [removed: 8,121.0] | | | | | | [removed: 7,958.9] [added: 1,997.3] | | |

| Intangible assets, net | | | [removed: 3,946.9] | | | | | | [removed: 3,735.5] [added: 823.3] | | |

| Joint venture partnerships and equity method investments | | | [removed: 65.7] [added: 26.9] | | | | | | [removed: 60.9] [added: 65.7] | | |

| Deferred income taxes | | | [removed: 7.6] [added: —] | | | | | | [removed: 21.6] [added: 6.4] | | |

| Other assets, net | | | [removed: 432.7] | | | | | | [removed: 462.6] [added: 54.3] | | |

| Total assets | | | $ | [removed: 20,155.1] [added: 16,725.1] | | | | | $ | [removed: 20,385.4] [added: 20,155.1] | |

| Accounts payable | | | [removed: $] | [removed: 934.8] | | | | | $ | [removed: 621.3] [added: 82.6] | |

| Accrued expenses and other | | | [removed: 1,068.8] | | | | | | [removed: 1,404.1] [added: 281.8] | | |

| Unearned revenue | | | [removed: 582.1] | | | | | | [removed: 558.5] [added: 271.5] | | |

| Short-term operating lease liabilities | | | [removed: 185.5] | | | | | | [removed: 187.0] [added: 21.7] | | |

| Short-term finance lease liabilities | | | [removed: 6.0] [added: 6.4] | | | | | | [removed: 10.5] [added: 6.0] | | |

| Short-term borrowings and current portion of long-term debt | | | [removed: 301.3] [added: 999.8] | | | | | | [removed: 1.5] [added: 301.3] | | |

| Total current liabilities | | | [removed: 3,078.5] [added: 3,225.2] | | | | | | [removed: 2,782.9] [added: 3,078.5] | | |

| Long-term debt, less current portion | | | [removed: 5,038.8] [added: 4,054.7] | | | | | | [removed: 5,416.5] [added: 5,038.8] | | |

| Operating lease liabilities | | | [removed: 679.7] | | | | | | [removed: 642.5] [added: 26.8] | | |

| Financing lease liabilities | | | [removed: 83.6] [added: 78.6] | | | | | | [removed: 84.6] [added: 83.6] | | |

| Deferred income taxes and other tax liabilities | | | [removed: 736.2] | | | | | | [removed: 762.9] [added: 192.8] | | |

| Other liabilities | | | [removed: 422.8] | | | | | | [removed: 402.0] [added: 21.7] | | |

| Total liabilities | | | [removed: 10,039.6] [added: 8,834.6] | | | | | | [removed: 10,091.4] [added: 10,039.6] | | |

| Noncontrolling interest | | | [removed: 18.9] [added: 15.5] | | | | | | [removed: 20.6] [added: 18.9] | | |

| Common stock, [removed: 88.2] [added: 83.9] and [removed: 93.1] [added: 88.2] shares outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 8.1] [added: 7.7] | | | | | | [removed: 8.5] [added: 8.1] | | |

| Retained earnings | | | [removed: 10,581.7] [added: 7,888.2] | | | | | | [removed: 10,456.8] [added: 10,581.7] | | |

| Accumulated other comprehensive loss | | | [removed: (493.2)] [added: (59.3)] | | | | | | [removed: (191.9)] [added: (493.2)] | | |

| Total shareholders’ equity | | | [removed: 10,096.6] [added: 7,875.0] | | | | | | [removed: 10,273.4] [added: 10,096.6] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 20,155.1] [added: 16,725.1] | | | | | $ | [removed: 20,385.4] [added: 20,155.1] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

[removed: | Selling, general] [added: Selling, General] and [removed: administrative expenses | | | 1,996.6 | | | | | | 1,952.1 | | | | | | 1,729.3 | | |][added: Administrative Expenses]

| Amortization of intangibles and other assets | | | [removed: 259.3] [added: 219.8] | | | | | | [removed: 369.6] [added: 193.6] | | | | | | [removed: 275.4] [added: 229.5] | | |

| Goodwill and other asset impairments | | | [removed: 271.5] [added: —] | | | | | | [removed: —] [added: 9.8] | | | | | | [removed: 462.1] [added: —] | | |

| Restructuring and other charges | | | [removed: 83.8] [added: 49.1] | | | | | | [removed: 43.1] [added: 54.0] | | | | | | [removed: 40.6] [added: 24.0] | | |

| Equity method [added: (loss)] income, net | | | [removed: 5.4] [added: (1.4)] | | | | | | [removed: 26.5] [added: 5.4] | | | | | | [removed: 2.9] [added: 26.5] | | |

| Earnings before income taxes | | | [removed: 1,582.6] [added: 45.6] | | | | | | [removed: 3,126.6] [added: 345.2] | | | | | | [removed: 2,219.1] [added: 239.0] | | |

| Cash and cash equivalents | | | $ | 536.8 | | | | | $ | 320.6 | |

| Accounts receivable, net | | | 1,913.3 | | | | | | 1,785.5 | | |

| Prepaid expenses and other | | | 655.3 | | | | | | 610.4 | | |

| Current assets of discontinued operations | | | — | | | | | | 1,226.1 | | |

| Goodwill, net | | | 6,142.5 | | | | | | 6,123.7 | | |

| Intangible assets, net | | | 3,342.0 | | | | | | 3,123.6 | | |

| Other assets, net | | | 536.5 | | | | | | 378.4 | | |

| Long-term assets of discontinued operations | | | — | | | | | | 3,038.2 | | |

| Accounts payable | | | $ | 827.5 | | | | | $ | 852.2 | |

| Current liabilities of discontinued operations | | | — | | | | | | 657.6 | | |

| Deferred income taxes and other tax liabilities | | | 417.9 | | | | | | 543.4 | | |

| Other liabilities | | | 409.3 | | | | | | 401.1 | | |

| Long-term liabilities of discontinued operations | | | — | | | | | | 241.3 | | |

| Additional paid-in capital | | | 38.4 | | | | | | — | | |

F-6

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| Revenues | | | $ | 12,161.6 | | | | | $ | 11,863.9 | | | | | $ | 13,136.1 | |

| Cost of revenues | | | 8,796.7 | | | | | | 8,155.0 | | | | | | 8,143.7 | | |

| Gross profit | | | 3,364.9 | | | | | | 3,708.9 | | | | | | 4,992.4 | | |

| Selling, general and administrative expenses | | | 2,021.4 | | | | | | 1,763.1 | | | | | | 1,690.3 | | |

| Operating income | | | 725.6 | | | | | | 1,436.5 | | | | | | 3,048.6 | | |

| Interest expense | | | (199.6) | | | | | | (179.8) | | | | | | (211.8) | | |

| Investment income | | | 28.8 | | | | | | 7.5 | | | | | | 8.8 | | |

| Other, net | | | 15.5 | | | | | | (32.2) | | | | | | 15.5 | | |

| Earnings from continuing operations before income taxes | | | 568.9 | | | | | | 1,237.4 | | | | | | 2,887.6 | | |

| Earnings from continuing operations | | | 380.4 | | | | | | 1,003.5 | | | | | | 2,197.6 | | |

| Earnings from discontinued operations, net of tax | | | 38.8 | | | | | | 277.1 | | | | | | 181.9 | | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | |

| Basic earnings per common share continuing operations | | | $ | 4.35 | | | | | $ | 11.00 | | | | | $ | 22.71 | |

| Basic earnings per common share discontinued operations | | | $ | 0.45 | | | | | $ | 3.04 | | | | | $ | 1.88 | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | |

| Diluted earnings per common share continuing operations | | | $ | 4.33 | | | | | $ | 10.94 | | | | | $ | 22.52 | |

| Diluted earnings per common share discontinued operations | | | $ | 0.44 | | | | | $ | 3.03 | | | | | $ | 1.87 | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| Less: Net earnings attributable to the noncontrolling interest | | | (1.2) | | | | | | (1.5) | | | | | | (2.2) | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| Fortrea Holdings Inc. spin-off | | | — | | | | | | — | | | | | | (1,970.0) | | | | | | | | | | | | 238.0 | | | | | | (1,732.0) | | |

| Dividends declared | | | — | | | | | | — | | | | | | (256.1) | | | | | | | | | | | | — | | | | | | (256.1) | | |

| Purchase of common stock | | | (0.4) | | | | | | (123.2) | | | | | | (885.4) | | | | | | | | | | | | — | | | | | | (1,009.0) | | |

| BALANCE AT DECEMBER 31, 2023 | | | $ | 7.7 | | | | | $ | 38.4 | | | | | $ | 7,888.2 | | | | | | | | | | | $ | (59.3) | | | | | $ | 7,875.0 | |

[Index](#i9affef4b263d4c7097546e2ee7326a4a_7)

| Revenues | | | $ | 14,876.8 | | | | | $ | 16,120.9 | | | | | $ | 13,978.5 | |

| Cost of revenues | | | 10,491.7 | | | | | | 10,496.6 | | | | | | 9,025.7 | | |

| Gross profit | | | 4,385.1 | | | | | | 5,624.3 | | | | | | 4,952.8 | | |

| Operating income | | | 1,773.9 | | | | | | 3,259.5 | | | | | | 2,445.4 | | |

| Interest expense | | | (180.3) | | | | | | (212.1) | | | | | | (207.4) | | |

| Investment income | | | 8.9 | | | | | | 10.2 | | | | | | 10.3 | | |

| Other, net | | | (25.3) | | | | | | 42.5 | | | | | | (32.1) | | |

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

| 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) | | |

| Depreciation and amortization | | | 633.9 | | | | | | 745.1 | | | | | | 624.7 | | |

| Stock compensation | | | 144.1 | | | | | | 153.7 | | | | | | 111.7 | | |

| Other, net | | | 16.5 | | | | | | (24.0) | | | | | | 83.4 | | |

| Increase in unbilled services | | | (100.0) | | | | | | (179.2) | | | | | | (42.5) | | |

| Increase in deferred revenue | | | 35.3 | | | | | | 45.0 | | | | | | 48.4 | | |

| Capital expenditures | | | (481.9) | | | | | | (460.4) | | | | | | (381.7) | | |

| Purchase of common stock | | | (1,100.0) | | | | | | (1,668.5) | | | | | | (100.0) | | |

| Cash and cash equivalents at beginning of period | | | 1,472.7 | | | | | | 1,320.8 | | | | | | 337.5 | | |

concessions and credit losses, equity investments, and the carrying value of goodwill and other long-lived assets.

The balance was CAD 7.2 at December 31, 2021.

fifteen years, generally five years.

For the early development reporting unit, which is part of the DD segment, the fair value of the business exceeded the book value by approximately 10%.

In December 2022, a significant supplier of the early development reporting unit was no longer able to provide critical testing supplies resulting in an expectation of lower near term revenue and profitability and potential higher future costs.

Based on this information, management prepared a new forecast and updated the impairment testing valuations as of December 31, 2022.

vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.

measured at the largest amount of the tax benefit that the Company believes is greater than 50% likely to be realized.

| *DD* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Revenues in the U.S. were $11,530.5 (77.5%), $12,566.2 (77.9%) and $11,192.3 (80.1%) for the years ended December 31, 2022, 2021, and 2020.

DD is a global contract research organization (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 are long term in nature, ranging in duration from a few months to many years.

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

DD Contract costs

| Sales commission assets | | | $ | 38.2 | | | | | $ | 36.2 | |

| Deferred contract fulfillment costs | | | 15.0 | | | | | | 14.4 | | |

| Total | | | $ | 53.2 | | | | | $ | 50.6 | |

Amortization related to sales commission assets and associated payroll taxes for the years ended December 31, 2022, 2021, and 2020 was $33.9, $27.5 and $23.2, respectively.

Amortization related to deferred contract fulfillment costs for the years ended December 31, 2022, 2021 and 2020 was $12.4, $14.2 and $10.1, respectively.

Impairment expense related to contract costs was insignificant to the Company’s consolidated statements of operations.

See Note [removed: 14] [added: 15] Commitments and Contingencies to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the [removed: common stock] [added: Common Stock] held by non-affiliates of the registrant was approximately [removed: $20.2] [added: $17.3] billion, based on the closing price on such date of the registrant’s [removed: common stock] [added: Common Stock] on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of [removed: common stock,] [added: Common Stock,] as of the latest practicable date: [removed: 88.5] [added: 84.1] million shares as of February [removed: 27, 2023.][added: 23, 2024.]

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement to be filed no later than 120 days following December 31, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III.

| | | | [Summary of Material [removed: Risks](#i9affef4b263d4c7097546e2ee7326a4a_10)] [added: Risks](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_10)] | | | [removed: [4](#i9affef4b263d4c7097546e2ee7326a4a_10)] [added: [4](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_10)] | | |

| Item 1. | | | [removed: [Business](#i9affef4b263d4c7097546e2ee7326a4a_19)] [added: [Business](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_19)] | | | [removed: [10](#i9affef4b263d4c7097546e2ee7326a4a_19)] [added: [9](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i9affef4b263d4c7097546e2ee7326a4a_73)] [added: Factors](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_73)] | | | [removed: [35](#i9affef4b263d4c7097546e2ee7326a4a_73)] [added: [33](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_73)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i9affef4b263d4c7097546e2ee7326a4a_76)] [added: Comments](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_76)] | | | [removed: [50](#i9affef4b263d4c7097546e2ee7326a4a_76)] [added: [48](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_76)] | | |

| Item 2. | | | [removed: [Properties](#i9affef4b263d4c7097546e2ee7326a4a_79)] [added: [Properties](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_79)] | | | [removed: [51](#i9affef4b263d4c7097546e2ee7326a4a_79)] [added: [51](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_79)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i9affef4b263d4c7097546e2ee7326a4a_82)] [added: Proceedings](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_82)] | | | [removed: [52](#i9affef4b263d4c7097546e2ee7326a4a_82)] [added: [52](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_82)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i9affef4b263d4c7097546e2ee7326a4a_85)] [added: Disclosures](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_85)] | | | [removed: [52](#i9affef4b263d4c7097546e2ee7326a4a_85)] [added: [52](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_85)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i9affef4b263d4c7097546e2ee7326a4a_91)] [added: Securities](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_91)] | | | [removed: [53](#i9affef4b263d4c7097546e2ee7326a4a_91)] [added: [53](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_91)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i9affef4b263d4c7097546e2ee7326a4a_94)] [added: Data](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_94)] | | | [removed: [54](#i9affef4b263d4c7097546e2ee7326a4a_94)] [added: [54](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_94)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9affef4b263d4c7097546e2ee7326a4a_97)] [added: Operations](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_97)] | | | [removed: [54](#i9affef4b263d4c7097546e2ee7326a4a_97)] [added: [54](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_97)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9affef4b263d4c7097546e2ee7326a4a_109)] [added: Risk](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_109)] | | | [removed: [65](#i9affef4b263d4c7097546e2ee7326a4a_109)] [added: [66](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_109)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9affef4b263d4c7097546e2ee7326a4a_112)] [added: Data](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_112)] | | | [removed: [65](#i9affef4b263d4c7097546e2ee7326a4a_112)] [added: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9affef4b263d4c7097546e2ee7326a4a_115)] [added: Disclosure](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_115)] | | | [removed: [66](#i9affef4b263d4c7097546e2ee7326a4a_115)] [added: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_115)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i9affef4b263d4c7097546e2ee7326a4a_118)] [added: Procedures](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_118)] | | | [removed: [66](#i9affef4b263d4c7097546e2ee7326a4a_118)] [added: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_118)] | | |

| Item 9B. | | | [Other [removed: Information](#i9affef4b263d4c7097546e2ee7326a4a_121)] [added: Information](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_121)] | | | [removed: [66](#i9affef4b263d4c7097546e2ee7326a4a_121)] [added: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_121)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9affef4b263d4c7097546e2ee7326a4a_124)] [added: Inspections](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_124)] | | | [removed: [66](#i9affef4b263d4c7097546e2ee7326a4a_124)] [added: [68](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_124)] | | |

| | | | [Part [removed: III](#i9affef4b263d4c7097546e2ee7326a4a_127)] [added: III](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_127)] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9affef4b263d4c7097546e2ee7326a4a_130)] [added: Governance](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_130)] | | | [removed: [67](#i9affef4b263d4c7097546e2ee7326a4a_130)] [added: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_130)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i9affef4b263d4c7097546e2ee7326a4a_133)] [added: Compensation](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_133)] | | | [removed: [67](#i9affef4b263d4c7097546e2ee7326a4a_133)] [added: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_133)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9affef4b263d4c7097546e2ee7326a4a_136)] [added: Matters](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_136)] | | | [removed: [67](#i9affef4b263d4c7097546e2ee7326a4a_136)] [added: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_136)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9affef4b263d4c7097546e2ee7326a4a_139)] [added: Independence](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_139)] | | | [removed: [67](#i9affef4b263d4c7097546e2ee7326a4a_139)] [added: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_139)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i9affef4b263d4c7097546e2ee7326a4a_142)] [added: Services](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_142)] | | | [removed: [67](#i9affef4b263d4c7097546e2ee7326a4a_142)] [added: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_142)] | | |

| | | | [Part [removed: IV](#i9affef4b263d4c7097546e2ee7326a4a_145)] [added: IV](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_145)] | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i9affef4b263d4c7097546e2ee7326a4a_148)] [added: Schedules](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_148)] | | | [removed: [68](#i9affef4b263d4c7097546e2ee7326a4a_148)] [added: [70](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_148)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i9affef4b263d4c7097546e2ee7326a4a_151)] [added: Summary](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_151)] | | | [removed: [71](#i9affef4b263d4c7097546e2ee7326a4a_151)] [added: [74](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_151)] | | |

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

a.General or macro-economic factors in the United States (U.S.) and globally may have a material adverse effect upon the Company, and significant fluctuations in [added: global economic conditions, including] the [removed: economy, inflation and] [added: effects or inflation, short- or long-term recession, or] an increase in the costs of goods and services could negatively impact testing volumes, drug development services, cash collections, profitability, and the availability and cost of credit.

b.Operations may be disrupted and adversely impacted by the effects of adverse weather, natural disasters, geopolitical events, public health crises, hostilities or acts of terrorism, acts of vandalism, disruption to supply chains, [removed: access to] [added: inaccessibility of] natural resources, and other [removed: catastrophic] events [removed: outside of] [added: beyond] the Company's control.

c.An inability to [removed: attract] [added: attract, retain,] and [removed: retain] [added: develop] experienced and qualified personnel, including key management personnel, and increased personnel costs, could adversely affect the Company’s business.

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

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

e.The Company’s [removed: uses] [added: use] of financial instruments to limit its exposure to interest rate and currency fluctuations could expose it to risks and financial losses that may adversely affect the Company’s financial condition, liquidity, and results of operations.

f.The Company’s level of indebtedness could adversely affect the Company’s liquidity, results of [removed: operations] [added: operations,] and business.

[removed: Risks Related to] [added: On June 30, 2023,] the [removed: Planned Spin-off of] [added: Company completed] the [removed: Company's Clinical Development] [added: previously announced separation (spin-off) of its former clinical development] and [removed: Commercialization Services Business][added: commercialization services (CDCS) business, Fortrea Holdings Inc. (Fortrea).]

a.Changes in payer regulations or policies, insurance regulations or approvals, [removed: or changes in or interpretations of,] other laws, regulations or policies in the U.S. or [removed: globally] [added: globally, or changes in their interpretation,] may have a material adverse effect upon the Company.

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

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

\[☐\]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

\[☐\]

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| | | | [Part I](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_16) | | | | | |

| Item 1C. | | | [C](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_2098)[ybersecurity](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_2098) | | | [49](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_2098) | | |

| | | | [Part II](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_88) | | | | | |

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n.The spin-off of Fortrea may not achieve the intended results, and the spin-off may limit the Company's ability to engage in certain capital-raising or strategic transactions.

c.The Company's Biopharma Laboratory Services (BLS) segment revenues depend on the pharmaceutical, biotechnology and medical device industries, including those industries' research and development (R&D) spending,

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

g.The default or failure of one or more of the financial institutions that the Company relies on to provide banking services may adversely affect the Company’s business and financial condition.

It depends on those third parties to comply with applicable laws and regulations.

j.Environmental, social and governance (ESG) matters and the perception of the Company’s activities in these areas by stakeholders may impact the Company’s business and reputation.

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45.risks associated with the impacts and expected benefits and costs of the recently completed spin-off of Fortrea, including, but not limited to, factors that could adversely affect the Company’s ability to realize the expected benefits of the spin-off, the failure of the spin-off to qualify as a tax-free transaction for U.S. federal income tax purposes, and potential exposure to unexpected claims, liabilities, or costs under the Company’s agreements with Fortrea and/or otherwise in connection with the spin-off; and

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The Company is organized under two segments, consisting of Diagnostics Laboratories (Dx), which includes routine testing and specialty/esoteric testing, and Biopharma Laboratory Services (BLS), consisting of Early Development Research Laboratories and Central Laboratory Services.

The Company worked on 90% of the new drugs approved by the FDA in 2023 and performed more than 600 million tests for patients around the world.

Spin-off of Fortrea Holdings Inc.

The spin-off of Fortrea was achieved through the Company’s pro-rata distribution of 100% of the outstanding shares of Fortrea common stock to holders of record of Labcorp common stock (Common Stock).

Each holder of record of Common Stock received one share of Fortrea common stock for every share of Common Stock held at 5:00 p.m., Burlington, North Carolina time on June 20, 2023, the record date for the distribution.

In June 2023, Fortrea, prior to the spin-off and while a subsidiary of the Company, issued $570.0 million of 7.500% senior secured notes due 2030 (the Fortrea Notes).

The proceeds from the Fortrea Notes were used to fund cash payments of approximately $1,600.0 million to the Company in connection with the spin-off.

The Company does not guarantee the Fortrea Notes following the spin-off.

Also in June 2023, Fortrea entered into three floating secured overnight financing rate (SOFR) credit facilities totaling $1,520.0 million.

These are comprised of $450.0 million Revolver maturing June 30, 2028; $500.0 million Term Loan A maturing June 30, 2028; and $570.0 million Term Loan B maturing June 30, 2030.

Upon closing of the spin-off, Fortrea made a cash distribution to the Company of approximately $1,600.0 million as partial consideration for the assets that the Company contributed to Fortrea in connection with the spin-off.

The Company used these proceeds to repurchase approximately $1,000.0 million in the aggregate of Common Stock pursuant to accelerated share repurchase agreements and paying down $300.0 million of debt that matured in 2023, with the remaining funds to be returned to shareholders through additional future share repurchases and/or cash dividends.

All current and historical operating results of Fortrea are presented as Discontinued Operations, net of tax, in the consolidated statement of operations.

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

The remaining operations of the previously reported Drug Development segment has been renamed the Biopharma Laboratory Services segment.

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| | | | [Part I](#i9affef4b263d4c7097546e2ee7326a4a_16) | | | | | |

| | | | [Part II](#i9affef4b263d4c7097546e2ee7326a4a_88) | | | | | |

a.

The planned spin-off of the Company’s Clinical Development and Commercialization Services business may not be completed on the terms or timeline currently contemplated, if at all, and may not achieve the intended results.

Risks Related to the COVID-19 Pandemic

a.The ongoing COVID-19 pandemic has created significant volatility, uncertainty, and economic disruption that could have an adverse effect on the Company’s business and financial position, human capital resources, and reputation if the Company’s continued response is not appropriate or is perceived by customers to be inadequate.

45.risks associated with the impact, timing, expected benefits and costs, or terms of the planned spin-off of the Company’s Clinical Development and Commercialization Services (CDCS) business, which includes the parts of its DD segment focused on providing Phase I-IV clinical trial management, market access, and technology solutions to pharmaceutical and biotechnology organizations, including but not limited to (i) uncertainties as to the completion and timing of the transaction; (ii) the failure to obtain appropriate assurances regarding the tax-free nature of the spin-off; (iii) the failure to obtain receipt of required regulatory approvals; (iv) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results, and business generally; (v) unexpected issues that arise in the continued planning for the transaction; (vi) the failure to have the Form 10 registration statement that will be filed with the SEC declared effective on a timely basis, or at all; (vii) risks that the proposed transaction disrupts current plans and operations of Labcorp or CDCS; (viii) potential difficulties attracting or retaining Company or CDCS employees as a result of the spin-off announcement, pendency or completion of the spin-off; (ix) risks related to diverting management’s attention from the Company and CDCS’ ongoing business operations; (x) the ability of the Company to successfully separate CDCS operations from the Company’s ongoing operations; (xi) market receptiveness to effect transactions in the capital markets; and (xii) market reaction to the announcement and planning for the transaction; and

46.the effects, duration, and severity of the ongoing COVID-19 pandemic, including the impact on operations, personnel, supplies, liquidity, and collections, as well as the impact of past or future actions or omissions by the Company or governments in response to the COVID-19 pandemic and damage to the Company's reputation or loss of business resulting from the perception of the Company's response to the COVID-19 pandemic.

Through its Labcorp Diagnostics (Dx) and Labcorp Drug Development (DD) segments, the Company provides diagnostic, drug development, and technology-enabled solutions for more than 160 million patient encounters per year, or more than 3 million per week.

In addition, the Company supports clinical trial activity through its world-class central laboratory, preclinical, and clinical development businesses.

The Company believes that its diversified offerings help to balance the impact of changes in the global economic and healthcare systems and due to global geopolitical events.

Strategic Review of Company Structure and Capital Allocation Strategy

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

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

These actions have included:

- initiating a dividend in the second quarter of 2022, as well as subsequent dividends paid in the third and fourth quarters of 2022, with total dividend payments for 2022 in the amount of $195.2 million;

- authorizing a $2.50 billion share repurchase program.

As part of this program, $1.0 billion was repurchased under an accelerated share repurchase plan in 2021, and a total of $1.1 billion of stock was repurchased in 2022, representing approximately 4.7 million shares;

- implementing a new LaunchPad business process improvement initiative, targeting savings of $350.0 million through 2025;

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

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

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

On July 28, 2022, the Company announced that it would pursue a planned spin-off of its Clinical Development and Commercialization Services (CDCS) business, as further discussed below.

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

The updated capital allocation plan is designed to enable the Company to continue investment in key growth areas.

This plan is expected to fuel growth through innovation by using the Company's unique data and insights to bring scientific advancements—both those developed internally and those developed by outside companies and scientists—to market at scale.

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

On July 28, 2022, the Company announced that the Board authorized the Company to pursue a spin-off of the Company’s wholly owned CDCS business to its shareholders through a tax-free transaction.

The planned spin-off will result in two independent companies, each poised for strong, sustainable growth.

On January 9, 2023, Thomas (Tom) Pike joined the Company as president and chief executive officer of its DD Clinical Development business unit, and when the planned spin-off is complete, Mr. Pike will become the chief executive officer and chairman of the board of directors of the independent,

publicly listed company.

On February 9, 2023, the Company announced that the name of the CDCS business will become Fortrea in connection with the planned spin-off.

The Company is targeting completion of the planned spin-off in mid-2023.

The planned spin-off will be subject to the satisfaction of certain customary conditions, including, among others, the receipt of final approval by the Company's Board, the receipt of appropriate assurances regarding the tax-free nature of the separation and effectiveness of any required filings with the U.S. Securities and Exchange Commission (SEC).

There can be no assurances regarding the ultimate timing of the transaction or that the spin-off will be completed.

When the transaction is complete, the resulting companies will be Labcorp, comprising the Company’s routine and esoteric labs, central labs and early development research labs, and Fortrea, a global contract research organization (CRO) providing Phase I-IV clinical trial management, market access and technology solutions to pharmaceutical and biotechnology organizations.

The planned spin-off is expected to provide each company with:

- bring together its global health and patient data and provide insights to enable customers to innovate;

Following the planned spin-off, the Company believes that Fortrea will be positioned to:

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Risk Management and Strategy

Protecting the information maintained by the Company about its patients, customers, colleagues, and partners against external and internal threats is a priority for the Company.

Accordingly, the Company invests in the development and implementation of cybersecurity policies, control standards, and control procedures, including a risk management and assessment program, security and event monitoring capabilities, an incident response plan, and other detection, prevention, and protection capabilities, including practices and tools to monitor and mitigate external and insider threats.

The Company engages in a risk monitoring process through its Office of Information Security (OIS) within the Information Technology organization that seeks to identify the likelihood and impact of threats to its systems and data, and assesses the effectiveness of the controls in place.

Consistent with business requirements, components of the Company’s information technology and controls are assessed by independent third parties against various frameworks and standards.

With the assistance of these frameworks and standards, the Company assesses risks from cybersecurity threats, monitors its information systems for potential vulnerabilities, and assesses those systems pursuant to the Company’s cybersecurity policies, control standards, and control procedures.

Mitigation of identified threats and vulnerabilities may be delayed.

The Company has implemented an Incident Response Plan (IR Plan), which is aligned to its overall crisis management program.

The IR Plan provides a framework for responding to and managing cybersecurity incidents.

The IR Plan identifies applicable requirements for incident response, outlines processes for any applicable reporting, as well as provides protocols for incident evaluation, processes for notification and internal escalation of information to the Company’s senior management, and the Board and/or appropriate Board committees, as applicable.

The IR Plan is reviewed, tested, and updated under the leadership of the Company’s Chief Information and Technology Officer (CITO) and Chief Information Risk Officer (CIRO).

The Company’s cybersecurity team also provides enterprise-wide cybersecurity training for employees to maintain and continuously improve the Company’s mitigation against human-driven risk.

Engagement with External Cybersecurity Professionals

The Company engages with third parties to assess the effectiveness of, and assist with, its cybersecurity risk and response systems and processes.

These third parties include cybersecurity assessors, consultants, and other cybersecurity professionals who assist in the identification, verification, and validation of cybersecurity risks, as well as support associated mitigation or incident response plans when necessary.

Oversight of Third-Party Service Providers

The Company’s processes also are designed to evaluate the cybersecurity threat risks associated with its use of third-party service providers that have applicable levels of access to the Company’s data or information technology systems.

The Company performs due diligence on third parties that have access to its systems, data, or facilities that house such systems or data, and it monitors cybersecurity threat risks identified through such due diligence.

Cybersecurity Incident Impact

The Company describes whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect it, including its business and operating results, financial condition, and impact on the Company’s reputation and customer relationships, under the Summary of Material Risks section of this Annual Report, and under the “Risks Related to Technology and Cybersecurity” heading and subheadings thereunder in Part I, Item 1A.

“Risk Factors” of this Annual Report, which disclosures are incorporated by reference herein.

In July 2018, the Company experienced a ransomware incident which affected certain Dx information technology systems.

The incident also temporarily affected certain other information technology systems involved in conducting Company-wide operations.

An investigation determined that the ransomware did not and could not transfer patient or client data outside of Company systems and that there was no theft or misuse of patient or client data.

This incident did not have a material effect on the Company.

On May 14, 2019, Retrieval-Masters Credit Bureau, Inc. d/b/a/ American Medical Collections Agency (AMCA), an external collection agency, notified the Company about a security incident AMCA experienced that may have involved certain personal information about some of the Company's patients (the AMCA Incident).

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

For additional information about the AMCA Incident, see Note 15 Commitments and Contingencies to the Consolidated Financial Statements “Cybersecurity" and “Risk Factors - Risks Related to Technology and Cybersecurity”.

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Governance

The Company’s board of directors has oversight responsibility for the Company’s enterprise risk management process and it delegates oversight responsibility for certain significant functional areas of risk management to the board’s committees.

The Audit Committee of the board of directors is responsible for oversight and review of the Company’s cybersecurity and other information technology risks, controls, and procedures, including the potential impact of such risks on the Company’s business, financial results, operations, and reputation, as well as the Company’s plans to mitigate cybersecurity risks and to respond to cybersecurity incidents.

The CIRO and CITO routinely present cybersecurity reports to the Audit Committee at its regularly scheduled meetings.

These reports may address cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program, prior incidents, and the emerging cyber threat landscape.

In addition, the full Board receives briefings from the CIRO and CITO on at least an annual basis.

Management is responsible for day-to-day assessment and oversight of cybersecurity risks.

At the senior management level, the CITO is responsible for overseeing the Company’s information technology systems, technology capabilities, and cybersecurity practices.

The CITO has more than 30 years of experience working in information technology-related roles and is a member of the Company’s executive leadership team and reports to the Chief Executive Officer.

Prior to joining the Company, the CITO held various chief information officer roles with global companies.

The CIRO, under the direction of the CITO, is responsible for overseeing the OIS.

The table below summarizes certain information as to Dx's principal operating and administrative facilities as of December 31, [removed: 2022.][added: 2023.]

The table below summarizes certain information as to [removed: DD's] [added: BLS's] principal operating and administrative facilities as of December 31, [removed: 2022.][added: 2023.]

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

| Geneva, Switzerland [added: (2)] | | | [removed: Owned] [added: Owned/Leased] | | |

All of the Company’s primary [removed: laboratory and drug development] facilities have been built or improved for the purpose of providing commercial laboratory testing or [removed: drug development] [added: biopharma laboratory] services.

| Baltimore, Maryland | | | Leased | | |

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Biopharma Laboratory Services (BLS) operates on a global scale.

| Kawagoe, Japan | | | Leased | | |

| Los Angeles, California | | | Leased | | |

| Denver, Pennsylvania | | | Leased | | |

| Brentwood, Tennessee | | | Leased | | |

| San Francisco, California | | | Leased | | |

| Dallas, Texas | | | Leased | | |

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Labcorp Drug Development (DD) operates on a global scale.

| Shanghai, China (2) | | | Owned/Leased | | |

| Pune, India | | | Leased | | |

| Leeds, United Kingdom | | | Owned | | |

| Maidenhead, United Kingdom | | | Leased | | |

| Daytona Beach, Florida | | | Leased | | |

| Minneapolis, Minnesota | | | Leased | | |

| Princeton, New Jersey | | | Leased | | |

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On February [removed: 27, 2023,] [added: 23, 2024,] there were approximately [removed: 1,249] [added: 1,188] holders of record of the Common Stock.

For the year ended December 31, [removed: 2022,] [added: 2023,] the Company paid [removed: $195.2] [added: $254.0 million] in [removed: common stock] [added: Common Stock] dividends.

The graph below shows the cumulative total return assuming an investment of $100 on December 31, [removed: 2017,] [added: 2018,] in each of the Company’s Common Stock, the Standard & Poor’s, or S&P [removed: Composite-500 Stock] [added: 500] Index and the S&P 500 Health Care Index, [removed: or Peer Group,] and assuming that all dividends were reinvested.

| | | | [removed: 12/2017] [added: 12/2018] | | | | | | [removed: 12/2018] [added: 12/2019] | | | | | | [removed: 12/2019] [added: 12/2020] | | | | | | [removed: 12/2020] [added: 12/2021] | | | | | | [removed: 12/2021] [added: 12/2022] | | | | | | [removed: 12/2022] [added: 12/2023] | | |

[removed: ][added: ]

The following table sets forth information with respect to purchases of shares of the Company’s [removed: common stock] [added: Common Stock] made during the quarter ended December 31, [removed: 2022,] [added: 2023,] by or on behalf of the Company:

| November 1 - November 30 | | | [removed: 0.5] [added: —] | | | | | | [removed: 225.65] [added: —] | | | | | | [removed: 0.5] [added: —] | | | | | | 531.5 | | |

At the end of [removed: 2021,] [added: 2023,] the Company had outstanding authorization from the Board to purchase [removed: $1,631.5] [added: up to $530.4] of [removed: Company common stock.][added: the Company's Common Stock.]

During the year ended December 31, 2022, the Company purchased 4.7 shares of its [removed: common stock] [added: Common Stock] at an average price [added: per share] of $233.48 for a total cost of $1,100.0.

The transfer agent for the Company's Common Stock is Equiniti Trust Company, LLC, 48 Wall Street, Floor 23, New York, NY 10005, telephone: 800-468-9716, website: www.https://equiniti.com/us/.

For the purpose of this graph, the distribution of 100% of the outstanding Common Stock of Fortrea Holdings Inc. (Fortrea) to the Company's shareholders, pursuant to which Fortrea became an independent company, is treated as a non-taxable cash dividend of $33.11 per share, an amount equal to the opening price of Fortrea Common Stock when it began trading on June 20, 2023, that was deemed reinvested in the Company’s Common Stock at the closing price on June 20, 2023.

| Laboratory Corporation of America Holdings | | | $ | 100.00 | | | | | $ | 133.88 | | | | | $ | 161.09 | | | | | $ | 248.66 | | | | | $ | 187.97 | | | | | $ | 213.97 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 120.82 | | | | | $ | 137.07 | | | | | $ | 172.89 | | | | | $ | 169.51 | | | | | $ | 173.00 | |

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| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 531.5 | |

| December 1 - December 31 | | | 1.1 | | | | | | 206.85 | | | | | | 1.1 | | | | | | 530.4 | | |

| | | | 1.1 | | | | | | $ | 206.85 | | | | | 1.1 | | | | | | $ | 530.4 | |

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

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

Remaining amounts are recognized as a reduction in retained earnings.

The transfer agent for the Company's Common Stock is American Stock Transfer & Trust Company, Shareholder Services, 6201 Fifteenth Avenue, Brooklyn, NY 11219, telephone: 800-937-5449, website: www.amstock.com.

| Laboratory Corporation of America Holdings | | | $ | 100.00 | | | | | $ | 79.22 | | | | | $ | 106.06 | | | | | $ | 127.61 | | | | | $ | 196.98 | | | | | $ | 148.91 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 106.47 | | | | | $ | 128.64 | | | | | $ | 145.93 | | | | | $ | 184.07 | | | | | $ | 180.47 | |

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| October 1 - October 31 | | | 0.9 | | | | | | $ | 211.91 | | | | | 0.9 | | | | | | $ | 635.5 | |

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

| | | | 1.4 | | | | | | $ | 216.48 | | | | | 1.4 | | | | | | $ | 531.5 | |

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

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

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

When the forward contract was settled during 2022, the Company received 0.9 shares, which were retired in 2022.

At the end of 2022, the Company had outstanding authorization from the Board to purchase up to $531.5 of the Company's common stock.

On February 7, 2023, the board of directors adopted a new share repurchase plan authorizing up to $1,000.0 of the Company's shares in addition to the remaining amount outstanding under the previous plan.

The repurchase authorization has no expiration.

Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (all amounts in millions, except per share amounts or as otherwise noted)

General

During the year ended December 31, 2023, the Company's revenues from continuing operations were $12.2 billion, an increase of 2.5% from $11.9 billion in 2022.

The 2.5% increase in revenues for the year ended December 31, 2023, as compared to the corresponding period in 2022 was due to acquisitions, net of divestitures of 1.7%, organic revenue of 0.6%, and favorable foreign currency translation of 0.2%.

The 0.6% increase in organic revenue was due to an 8.7% increase in the

Company's organic Base Business (Base Business includes the Company's business operations except for COVID-19 PCR and antibody testing (COVID-19 Testing)), partially offset by an 8.1% decrease in COVID-19 Testing.

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

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

On June 30, 2023, the Company completed the previously announced spin-off of Fortrea from the Company.

The spin-off of Fortrea was achieved through the Company’s pro-rata distribution of 100% of the outstanding shares of Fortrea Common Stock to holders of record of Labcorp Common Stock.

Each holder of record of Labcorp Common Stock received one share of Fortrea Common Stock for every share of Labcorp Common Stock held at 5:00 p.m., Burlington, North Carolina time on June 20, 2023, the record date for the distribution.

In June 2023, Fortrea, prior to the spin-off and while a subsidiary of the Company, issued $570.0 of 7.500% senior secured notes due 2030 (the Fortrea Notes).

The proceeds from the Fortrea Notes were used to fund cash payments of approximately $1,600.0 to the Company in connection with the spin-off.

The Company does not guarantee the Fortrea Notes following the spin-off.

Also in June 2023, Fortrea Holdings Inc. entered into three floating secured overnight financing rate (SOFR) credit facilities totaling $1,520.0.

These are comprised of $450.0 Revolver maturing June 30, 2028; $500.0 Term Loan A maturing June 30, 2028; and $570.0 Term Loan B maturing June 30, 2030.

Upon closing of the spin-off transaction, Fortrea made a cash distribution to the Company of approximately $1,600.0 as partial consideration for the assets that the Company contributed to Fortrea in connection with the spin-off.

The Company used these proceeds toward a 1000.0 accelerated share repurchase program and paying down $300.0 of debt that matured in 2023, with the remaining funds to be returned to shareholders through additional future share repurchases and/or cash dividends.

All current and historical operating results of Fortrea are presented as Discontinued Operations, net of tax, in the consolidated statement of operations.

The spin-off is expected to be treated as tax-free for the Company and its shareholders for U.S. federal income tax purposes.

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

The remaining operations of the previously reported Drug Development segment has been renamed the Biopharma Laboratory Services segment.

Following the spin-off, the Company believes that it is positioned to:

- invest in R&D and innovation to develop and launch diagnostic advancements globally in key clinical areas including oncology, women's health, autoimmune disease and neurology through organic and inorganic opportunities;

- utilize its worldwide laboratory network to serve a broad, growing and global customer base including pharmaceutical and biotechnology companies, physicians, health systems, consumers, and other start-ups and laboratories that require lab services or diagnostic testing; and

- launch innovative tests globally, providing patients, physicians, health systems and pharmaceutical companies with access to its advanced science, technology and diagnostic capabilities.

Results of Operations

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

Years ended December 31, 2023, 2022, and 2021

Revenues

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

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

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

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | |

| Dx | | | $ | 9,415.1 | | | | | $ | 9,203.5 | | | | | $ | 10,363.6 | | | | | 2.3 | | % | | | | (11.2) | | % |

| BLS | | | 2,774.2 | | | | | | 2,697.3 | | | | | | 2,860.7 | | | | | | 2.9 | | % | | | | (5.7) | | % |

| Intercompany eliminations | | | (27.7) | | | | | | (36.9) | | | | | | (88.2) | | | | | | (24.9) | | % | | | | (58.2) | | % |

| Total | | | $ | 12,161.6 | | | | | $ | 11,863.9 | | | | | $ | 13,136.1 | | | | | 2.5 | | % | | | | (9.7) | | % |

The 2.5% increase in revenues for the year ended December 31, 2023, as compared to the corresponding period in 2022 was due to acquisitions, net of divestitures of 1.7%, organic revenue of 0.6%, and favorable foreign currency translation of 0.2%.

[Index](#i9affef4b263d4c7097546e2ee7326a4a_7)

There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended December 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company's management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, the Company's management determined that, as of December 31, [removed: 2022,] [added: 2023,] the Company maintained effective internal control over financial reporting.

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the consolidated financial statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] as stated in its report, which is included herein immediately preceding the Company’s audited financial statements.

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended December 31, 2023, none of the Company's directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

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

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

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

| Mark S. Schroeder | | | | | | 12/7/2023 | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | (17,044) | | | (1) (2) | | | | | | 12/6/2024 (3) | | |

| *President, Diagnostics Laboratories and Chief Operations Officer* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Amy B. Summy | | | | | | 12/7/2023 | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | (4,916) | | | (1) (2) | | | | | | 4/1/2024 (3) | | |

| *Chief Marketing Officer* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1) The figure presented represents the shares to be sold on the vesting of equity awards before reduction for shares to be withheld for tax purposes.

(2) Mr. Schroeder’s plan provides for the exercise of vested stock options and the associated sale of up to 2,119 shares of the Company’s Common Stock.

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

None.

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

[Index](#i9affef4b263d4c7097546e2ee7326a4a_7)

The information required by the item regarding directors is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held in [removed: 2023] [added: 2024] (the [removed: 2023] [added: 2024] Proxy Statement) under the caption Election of Directors.

Information regarding executive officers is incorporated by reference to the Company’s [removed: 2023] [added: 2024] Proxy Statement under the caption Executive Officers.

Information concerning the Company’s Audit Committee, including the designation of audit committee financial experts is incorporated by reference to the Company’s [removed: 2023] [added: 2024] Proxy Statement under the captions Corporate Governance and Delinquent Section 16(a) Reports, respectively.

Information concerning the Company's code of ethics is incorporated by reference to the Company's [removed: 2023] [added: 2024] Proxy Statement under the caption Corporate Governance Policies and Procedures.

Insider Trading Arrangements and Policies:

The Company is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, the Company has adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of its securities by the Company's directors, officers, employees and designated contractors, as well as by Laboratory Corporation of America Holdings itself, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

The information required by this item is incorporated by reference to information in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”

See Note [removed: 13] [added: 14] Stock Compensation Plans to the Consolidated Financial Statements for a discussion of the Company’s Stock Compensation Plans.

Except for the above referenced footnote, the information called for by this item is incorporated by reference to information in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Security Ownership of Certain Beneficial Holders and Management,” “Compensation Discussion & Analysis” and “Executive Compensation.”

The information required by this item is incorporated by reference to information in the [removed: 2023] [added: 2024] Proxy Statement under the captions “Board Independence” and “Related Party Transactions.”

The information required by this item is incorporated by reference to information in the [removed: 2023] [added: 2024] Proxy Statement under the caption “Fees to Independent Registered Public Accounting Firm.”

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

[Index](#i9affef4b263d4c7097546e2ee7326a4a_7)

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

| [removed: 10.11] [added: 10.16] | | | [Third Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, Bank of America N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on May 4, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000041/labcorp-thirdarcreditagree.htm) | | | | | |

| [removed: 10.12*] [added: 10.17] | | | [Amendment No. 1, dated as of January 13, 2023, to the Third Amended and Restated Credit Agreement (originally dated as of April 30, 2021), among the Company, Bank of America, N.A., as administrative agent, and lenders party thereto.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit1012thirdarcreditag.htm) | | | | | |

| [removed: 10.13+] [added: 10.11+] | | | [Laboratory Corporation of America Holdings 2016 Omnibus Incentive Plan (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex101.htm) | | | | | |

| [removed: 10.14+] [added: 10.12+*] | | | [Laboratory Corporation of America Holdings 2016 Employee Stock Purchase Plan (incorporated by reference herein to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex102.htm) | | | | | |

| [removed: 10.15] [added: 10.18] | | | [Term Loan Credit Agreement, dated June 3, 2019, by and among Laboratory Corporation of America Holdings, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519164256/d755218dex101.htm) | | | | | |

| [removed: 10.16] [added: 10.19] | | | [Amendment No. 1, dated as of May 7, 2020, to the Term Loan Credit Agreement, dated June 3, 2019, among the Company, Bank of America, N.A. as administrative agent, and the lenders party thereto. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm) | | | | | |

| [removed: 10.17+] [added: 10.20+] | | | [Executive Employment Agreement, dated June 4, 2019, by and between Laboratory Corporation of America Holdings and Adam H. Schechter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519165518/d758193dex101.htm) | | | | | |

| [removed: 10.18*+] [added: 10.21+] | | | [Executive Employment Agreement, dated January 4, 2023, by and between Laboratory Corporation of America and Thomas Pike.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit1018thomaspikeemplo.htm) | | | | | |

| [removed: 10.19+] [added: 10.22+] | | | [Amended and Restated Master Senior Executive Severance Plan (incorporated by reference to 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000018/exhibit1021amendedandresta.htm) | | | | | |

| [removed: 21*] [added: 21] | | | [List of Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit212022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit212023.htm)] | | |

| [removed: 23.1*] [added: 23.1] | | | [Consent of Deloitte & Touche LLP, an independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2312022.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2312023.htm)] | | |

| [removed: 24.1*] [added: 24.1] | | | [Power of Attorney of Kerrii B. [removed: Anderson](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2412022.htm)] [added: Anderson](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2412023.htm)] | | |

| [removed: 24.2*] [added: 24.2] | | | [Power of Attorney of Jean-Luc [removed: Bélingard](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2422022.htm)] [added: Bélingard](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2422023.htm)] | | |

| [removed: 24.3*] [added: 24.3] | | | [Power of Attorney of Jeffrey A. [removed: Davis](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2432022.htm)] [added: Davis](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2432023.htm)] | | |

| [removed: 24.4*] [added: 24.4] | | | [Power of Attorney of D. Gary Gilliland, M.D., [removed: Ph.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2442022.htm)] [added: Ph.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2442023.htm)] | | |

| [removed: 24.5*] [added: 24.5] | | | [Power of Attorney of Kirsten M. [removed: Kliphouse](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2452022.htm)] [added: Kliphouse](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2452023.htm)] | | |

| [removed: 24.6*] [added: 24.6] | | | [Power of Attorney of Garheng Kong, M.D., [removed: Ph.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2462022.htm)] [added: Ph.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2462023.htm)] | | |

| [removed: 24.7*] [added: 24.7] | | | [Power of Attorney of Peter M. [removed: Neupert](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2472022.htm)] [added: Neupert](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2472023.htm)] | | |

| [removed: 24.8*] [added: 24.8] | | | [Power of Attorney of Richelle P. [removed: Parham](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2482022.htm)] [added: Parham](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2482023.htm)] | | |

| [removed: 24.9*] [added: 24.10] | | | [Power of Attorney of Kathryn E. [removed: Wengel](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2492022.htm)] [added: Wengel](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit24102023.htm)] | | |

| [removed: 24.10*] [added: 24.11] | | | [Power of Attorney of R. Sanders Williams, [removed: M.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit24102022.htm)] [added: M.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit24112023.htm)] | | |

| [removed: 31.1*] [added: 31.1] | | | [Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule [removed: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/lh10-kex3112022.htm)] [added: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/lh10-kex3112023.htm)] | | |

| [removed: 31.2*] [added: 31.2] | | | [Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule [removed: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/lh10-kex3122022.htm)] [added: 15d-14(a)](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/lh10-kex3122023.htm)] | | |

| [removed: 32*] [added: 32] | | | [Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section [removed: 1350)](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/lh10-kex322022.htm)] [added: 1350)](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/lh10-kex322023.htm)] | | |

| [removed: 101.INS*] [added: 101.INS] | | | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | |

| [removed: 101.SCH*] [added: 101.SCH] | | | Inline XBRL Taxonomy Extension Schema | | |

| [removed: 101.CAL*] [added: 101.CAL] | | | Inline XBRL Taxonomy Extension Calculation Linkbase | | |

| [removed: 101.DEF*] [added: 101.DEF] | | | Inline XBRL Taxonomy Extension Definition Linkbase | | |

| [removed: 101.LAB*] [added: 101.LAB] | | | Inline XBRL Taxonomy Extension Label Linkbase | | |

| [removed: 101.PRE*] [added: 101.PRE] | | | Inline XBRL Taxonomy Extension Presentation Linkbase | | |

| [removed: 104*] [added: 104] | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | |

| [removed: *] | | | Filed or furnished herewith, as required | | |

| 2.1†* | | | Separation and Distribution Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023). | | | | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| 10.13+ | | | [Laboratory Corporation of America Holdings Amended and Restated 2016 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023)](https://www.sec.gov/Archives/edgar/data/920148/000092014823000063/ex104q22023.htm) | | | | | |

| 10.14+ | | | [First Amendment to the Laboratory Corporation of America Holdings Amended and Restated 2016 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023](https://www.sec.gov/Archives/edgar/data/920148/000092014823000063/ex105q22023.htm) | | | | | |

| 10.15+ | | | [S](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm)[ec](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm)[ond](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm) [Amendment to the Laboratory Corporation of America Holdings Am](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm)[ended and R](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm)[estated 2016 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit1015.htm) | | | | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| | | | | | | | | |

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

| 10.23†* | | | [Tax Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex101-taxmat.htm) | | | | | |

| 10.24† | | | [Employee Matters Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 3, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex102-employ.htm) | | | | | |

| 10.25†* | | | [Transition Services Agreement, dated June 29, 2023, by and between Laboratory Corporation of America Holdings and Fortrea Holdings Inc. (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 3, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex103-transi.htm) | | | | | |

| 10.26+ | | | [Employment Separation Agreement and General Release, effective September 8, 2023, by and between Laboratory Corporation of America Holdings Inc. and Paul Kirchgraber (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report for the period ended September 30, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000081/ex101executiveseveranceagr.htm) | | | | | |

| | | | | | | | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| 24.9 | | | [Power of Attorney of](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2492023.htm) [Paul](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2492023.htm) [B.](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2492023.htm) [Rothman, M.D.](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2492023.htm) | | |

| 97 | | | [Incentive Compensation Recoupment Policy, effective October](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit97.htm) [11,](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit97.htm) [2023](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit97.htm) | | |

| † | | | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon its request. | | |

| * | | | Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

[Index](#i9affef4b263d4c7097546e2ee7326a4a_7)

| 23.2* | | | [Consent of PricewaterhouseCoopers LLP, an independent register public accounting firm](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit2322022.htm) | | |

| Dated: | | | February [removed: 28, 2023] [added: 26, 2024] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant on February [removed: 28, 2023] [added: 26, 2024] in the capacities indicated.

| [Report of Independent Registered Public Accounting Firm Deloitte & Touche [removed: LLP](#i9affef4b263d4c7097546e2ee7326a4a_160)] [added: LLP](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_160)] | | | PCAOB ID No. | | | 34 | | | [removed: F-[2](#i9affef4b263d4c7097546e2ee7326a4a_160)] [added: F-[2](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_160)] | | |

| [Consolidated Balance [removed: Sheets](#i9affef4b263d4c7097546e2ee7326a4a_166)] [added: Sheets](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_166)] | | | | | | | | | [removed: F-[7](#i9affef4b263d4c7097546e2ee7326a4a_166)] [added: F-[6](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_166)] | | |

| [Consolidated Statements of [removed: Operations](#i9affef4b263d4c7097546e2ee7326a4a_172)] [added: Operations](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_172)] | | | | | | | | | [removed: F-[8](#i9affef4b263d4c7097546e2ee7326a4a_172)] [added: F-[7](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Earnings](#i9affef4b263d4c7097546e2ee7326a4a_175)] [added: Earnings](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_175)] | | | | | | | | | [removed: F-[9](#i9affef4b263d4c7097546e2ee7326a4a_175)] [added: F-[8](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_175)] | | |

| [Consolidated Statements of Changes in Shareholders' [removed: Equity](#i9affef4b263d4c7097546e2ee7326a4a_178)] [added: Equity](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_178)] | | | | | | | | | [removed: F-[10](#i9affef4b263d4c7097546e2ee7326a4a_178)] [added: F-[9](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_178)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i9affef4b263d4c7097546e2ee7326a4a_181)] [added: Flows](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_181)] | | | | | | | | | [removed: F-[11](#i9affef4b263d4c7097546e2ee7326a4a_181)] [added: F-[10](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9affef4b263d4c7097546e2ee7326a4a_184)] [added: Statements](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_184)] | | | | | | | | | [removed: F-[12](#i9affef4b263d4c7097546e2ee7326a4a_184)] [added: F-[11](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_184)] | | |

To the shareholders and [added: the] Board of Directors of Laboratory Corporation of America Holdings

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Laboratory Corporation of America Holdings and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive earnings, changes in shareholders’ equity, and cash [removed: flows] [added: flows,] for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 28, 2023,] [added: 26, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: *Critical] [added: Critical] Audit Matter [removed: Description*][added: Description]

Valuation of Labcorp Diagnostics [removed: Segment] (Dx) [added: Segment] Net Accounts Receivable— Refer to Note [removed: 2] [added: 3] to the [added: consolidated] financial statements

[removed: Goodwill-] [added: Goodwill –] Reporting Unit within the [removed: DD] [added: BioPharma Laboratory Services (BLS)] Segment – Refer to Notes 1 and [removed: 7] [added: 8] to the consolidated financial statements

[removed: Based on the results of the interim] [added: The Company performed] impairment [removed: assessment,] [added: testing during] the [removed: Company] [added: fourth quarter of 2023 and] concluded that fair value was less than carrying value [removed: for this] [added: in its Early Development (ED)] reporting unit [removed: and recorded a goodwill impairment charge of $260 million for] [added: within] the [removed: DD] [added: BLS] segment.

We identified goodwill for the [removed: early development] [added: ED] reporting unit as a critical audit matter due to the significant estimates and assumptions [added: used] by management to estimate the fair value of the reporting unit.

We have audited the internal control over financial reporting of Laboratory Corporation of America Holdings and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 28, 2023,] [added: 26, 2024,] expressed an unqualified opinion on those financial statements.

[removed: */s/* Deloitte] [added: /s/Deloitte] & Touche LLP

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| Paul B. Rothman, M. D. | | | | | | | | |

| * | | | | | | Director | | |

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Tax Free Spin-Off – Refer to Note 2 to the consolidated financial statements

On June 30, 2023, the Company completed the spin-off of its Clinical Development and Commercialization Services business comprised of certain clinical research business units within the former Drug Development segment into a standalone, publicly traded company named Fortrea Holdings, Inc. (Fortrea).

The transaction was executed by distributing shares of Fortrea to the Company’s shareholders (the “Distribution”).

The Company concluded the Distribution to be a tax-free transaction for U.S. Federal income tax purposes.

We identified the Company’s conclusion that the Distribution was a tax-free transaction for U.S. federal income tax purposes to be a critical audit matter because of the complexity of the interpretation and application of the U.S. Internal Revenue Code (the “Code”), the materiality of the potential tax consequences, and the need to involve our income tax specialists when performing audit procedures to evaluate the qualification of the Distribution as a tax-free transaction.

With the assistance of our income tax specialists, the audit procedures we performed related to the Company’s conclusion that the Distribution was a tax-free transaction for U.S. federal income tax purposes included the following, among others:

- We tested the effectiveness of controls over the Company’s conclusion that the Distribution was a tax-free transaction.

- We inspected the Private Letter Ruling (PLR) received by the Company from the U.S. Internal Revenue Service and the external opinions received by the Company from third-party advisors, which were relied upon in the Company’s evaluation of whether the Distribution qualified as a tax-free transaction.

- We evaluated the key factors addressed in the PLR and external opinions regarding the qualification of the Distribution as a tax-free transaction in comparison to the corresponding criteria prescribed by the Code, including interpretations of the Code and related statutes.

- We evaluated the tax-free transaction materials prepared by the Company and used in its evaluation of whether the Distribution qualified as a tax-free transaction.

- We searched for contradictory evidence regarding the qualification of the Distribution as a tax-free transaction by reading relevant documentation, such as income tax returns and historical financial, tax, and legal information, of the Company and the legal entities included in the Distribution, as applicable.

As a result, the Company recorded a goodwill impairment charge in the BLS segment.

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February 26, 2024

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February 26, 2024

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| [Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP](#i9affef4b263d4c7097546e2ee7326a4a_163) | | | PCAOB ID No. | | | 238 | | | F-6 | | |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Opinion on the Financial Statements

Basis for Opinion

Revenue Recognition for Full-Service Clinical Trial Contracts— Refer to Note 2 to the financial statements

Within the Drug Development (DD) segment, the Company provides Phase I through Phase IV clinical development services to pharmaceutical, biotechnology, and medical device companies worldwide.

A majority of the Company’s revenues are earned under contracts that are long term in nature, ranging in duration from a few months to many years.

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

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.

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

Contract costs principally include direct labor and reimbursable out-of-pocket costs.

The estimate of total costs expected to complete the contract requires significant judgment and 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.

Given the judgments necessary to recognize revenue for fixed-price contracts that use an input method based on estimated total costs, auditing such estimates required extensive audit effort due to the complexity of these contracts and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.

Our audit procedures related to management’s estimates of costs for purposes of revenue recognition for full-service contracts which use an input method based on estimated total contract costs and included the following, among others:

- We tested the effectiveness of controls over fixed-price contract revenue, including those over the estimates of total contract costs related to the performance obligation.

- We selected a sample of long-term contracts and performed the following:

◦Evaluated whether the contracts were properly accounted for by management based on the terms and conditions of each contract, including whether over time revenue recognition was appropriate.

◦Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any contract modifications that were agreed upon with the customers.

◦Evaluated management’s identification of distinct performance obligations by assessing whether the underlying services were highly interdependent or highly interrelated.

◦Tested the accuracy and completeness of the total contract costs incurred to date for the performance obligation.

◦Evaluated the estimates of total contract cost for the performance obligation by:

–Comparing costs incurred to date to the costs management estimated to be incurred to date.

–Assessing management’s ability to achieve the estimates of total contract cost by performing corroborating inquiries with the Company’s project managers and project financial analysts and comparing the estimates to management’s work plans and cost estimates.

–Comparing management’s estimates for the selected contracts to historical experience and original budgets, when applicable.

◦Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.

- We evaluated management’s ability to accurately estimate total contract costs and revenue by comparing actual costs to management’s historical estimates for performance obligations that have been fulfilled.

The Company performed an interim impairment assessment as of December 31, 2022, based on the loss in December 2022 of a supplier of critical testing supplies for the early development reporting unit in the Company’s DD segment.

Raleigh, North Carolina

February 28, 2023

We believe that our audit provides a reasonable basis for our opinion.

To the Board of Directors and Shareholders of Laboratory Corporation of America Holdings

We have audited the consolidated statements of operations, comprehensive earnings, changes in shareholders' equity and cash flows of Laboratory Corporation of America Holdings and its subsidiaries (the “Company”) for the year ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.