Labcorp Holdings (LH) 10-K risk factor changes: FY2024 vs FY2023

Risks Related to the [removed: Company's] [added: Company’s] Business [added: and Operations] Including Global Economic and [removed: Sociopolitical] [added: Geopolitical] Factors

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

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

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

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

The [removed: Company's] [added: Company’s] ability to attract and retain MCOs is critical given the impact of healthcare reform, [removed: related products and expanded] [added: changes in] coverage [removed: (e.g. health insurance exchanges] and [removed: Medicaid expansion) and] evolving value-based care and risk-based reimbursement delivery models (e.g., accountable care organizations (ACOs) and Independent Physician Associations (IPAs)).

As patient cost-sharing [removed: has been increasing,] [added: continues to increase,] the [removed: Company's] [added: Company’s] collections may be adversely impacted.

In [removed: 2023,] [added: 2024,] limited coding and billing changes were implemented.

While limited changes are expected to be implemented in [removed: 2024,] [added: 2025,] the Company typically expects some delays in pricing and reimbursement as new codes are introduced.

Unless implementation of PAMA is further delayed or changed, [removed: an] additional [removed: reduction] [added: reductions in reimbursements] of [removed: approximately] $100.0 million [removed: is] [added: are] expected for [removed: 2025,] [added: 2026] from all payers affected by the CLFS.

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

The commercial laboratory business is intensely competitive [removed: both] in terms of [removed: price] [added: price, service, specialty offerings,] and [removed: service.][added: the type and number of commercial laboratories.]

[added: Dx and] BLS [removed: competes] [added: compete] against [removed: these small and large] [added: a wide range of] businesses, as well as in-house departments of pharmaceutical, biotechnology, medical device, and diagnostic companies, and to a lesser extent, selected academic research centers, universities, and teaching hospitals.

In addition, BLS’s services periodically experience periods of increased price competition that may have an adverse effect on the segment’s profitability and consolidated revenues and net [removed: income.][added: earnings.]

Discontinuation or recalls of [removed: existing testing products;] [added: products used in the performance of testing,] failure to develop or acquire licenses for new or improved testing [removed: technologies;] [added: technologies,] or the Company’s customers using new technologies to [removed: perform their own tests] [added: replace offerings currently provided by the Company] could adversely affect [removed: the Company’s] [added: its] business.

The commercial laboratory industry is subject to changing technology and [added: the introduction of] new [removed: product introductions.][added: and improved test offerings.]

The Company’s success in maintaining a leadership position in genomic and other advanced testing technologies will depend, in part, on its ability to develop, acquire or license new and improved technologies on favorable terms and to obtain [removed: appropriate coverage and reimbursement for these technologies.]

In addition, if the Company is unable to license new or improved technologies to expand its esoteric testing operations, its testing methods may become outdated [removed: when compared with the Company’s competition,] and testing volume and revenue may be materially and adversely affected.

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

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

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

A failure to identify [added: suitable acquisition targets] and successfully close and integrate [removed: strategic acquisition targets] [added: acquisitions] could have a material adverse effect on the [removed: Company's] [added: Company’s] business objectives and its revenues and profitability.

Since [removed: 2019,] [added: January 1, 2020,] the Company has invested net cash of approximately [removed: $3.5] [added: $3.4] billion in strategic business acquisitions.

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

Many of BLS’s [removed: contracts, in particular, provide for services on a fixed-price or fee-for-service with a cap basis and they] [added: contracts] may be terminated or reduced in scope either immediately or upon notice.

[removed: Cancellations may] occur for a variety of reasons, including:

Although [removed: BLS'] [added: BLS’s] contracts [removed: often] [added: typically] entitle the Company to receive [removed: the costs of winding down the terminated projects, as well as] all fees earned up to the time of termination, [added: and often also] the [added: costs of winding down the terminated projects, the] loss, reduction in scope or delay of [removed: a] large [removed: contract] or [removed: the loss, delay or conclusion of] multiple contracts could materially adversely affect BLS.

Laboratories bill many different payers, including doctors, patients, [removed: hundreds of insurance companies,] [added: health plans,] Medicare, Medicaid, and employer groups, all of which have different billing requirements.

A material increase in Dx’s days sales outstanding [removed: level] [added: level, which] could [added: be caused by multiple reasons due to the complexity of billing for laboratory services, could] have an adverse effect on the [removed: Company's] [added: Company’s] business, including potentially increasing its bad debt rate and decreasing its cash flows.

These companies [removed: are also] [added: may be] reliant on reimbursement for their products from government programs and commercial payers.

At December 31, [removed: 2023,] [added: 2024,] indebtedness on the [removed: Company's] [added: Company’s] outstanding [removed: Senior Notes] [added: senior notes] totaled approximately [removed: $4.2] [added: $6.2] billion in aggregate principal, of which $1.0 billion is payable within the next 12 months.

[removed: In particular, it] could increase the Company’s vulnerability to sustained, adverse macroeconomic weakness, limit its ability to obtain further financing or refinance existing debt at maturity, and limit its ability to pursue certain operational and strategic opportunities, including large acquisitions.

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 [added: 368(a)(1)(D) of the Internal Revenue Code.]

The [removed: 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 [removed: Fortrea Holdings Inc. (Fortrea).][added: Fortrea.]

The [removed: spin-off] [added: Spin-off] poses risks and challenges that could impact the Company’s business, including, but not limited to, the failure to [removed: achieve the intended benefits from the spin-off, the failure to] receive [removed: tax- free] [added: 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 [removed: spin-off.][added: Spin-off.]

The Company [removed: receives] [added: receives, stores, transmits,] and [removed: stores] [added: processes] certain personal and financial information about its customers.

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

A compromise [removed: in] [added: of] the Company’s [removed: security] systems, or those of the Company's third-party service providers and vendors, that results in customer personal information being obtained [added: or altered] by unauthorized persons, or the Company’s [removed: or a] third party's failure to comply with security [removed: requirements for financial transactions,] [added: requirements,] including [added: but not limited to] security standards for payment cards (e.g., the Payment Card Industry Data Security Standard), could adversely affect the Company’s reputation with its customers and others, as well as the Company’s results of operations, financial condition and liquidity.

[removed: A failure of the network] [added: An information technology] or [removed: data-gathering procedures] [added: process failure] could impede the processing of data, delivery of [removed: databases] [added: data] and services, customer [removed: orders] [added: orders,] and day-to-day management of the [removed: business] [added: business,] and could result in the corruption or loss of data.

General or macro-economic factors and significant fluctuations in economic conditions in the U.S. and globally may have a material adverse effect upon the Company.

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Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities, could adversely affect the funding for government programs that comprise a portion of the Company’s revenues.

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

Pursuant to PAMA, reimbursement rates for many clinical laboratory tests provided under Medicare were reduced from 2018 through 2020.

Enforcement of PAMA was suspended each year from 2021 through 2025, but a long-term resolution through legislation has not yet been achieved, and the next round of PAMA reductions are currently on track to be implemented in 2026.

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The Company expects the efforts to impose reduced reimbursement, more stringent payment policies, and utilization and cost controls by government and other payers to continue.

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appropriate coverage and reimbursement for these technologies.

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Cancellations may

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In particular, it

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In addition, the increased use of AI by threat actors is enhancing the scale sophistication and effectiveness of their cyberattacks.

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protect against these evolving threats.

The use of AI and machine learning tools in our operations and the services of our third-parties may introduce risks that could adversely affect our business, financial condition, and reputation.

The Company and its third parties leverage AI and machine learning tools to increase productivity and innovation.

The rapid development of AI tools could render obsolete certain technologies or tools we currently use, or otherwise provide competitors with a technological edge.

New or evolving legislation or regulations might impose restrictions on how AI and machine learning tools can be used, requiring the Company to adapt its tools or face various penalties for non-compliance, including potential disgorgement of data and associated capabilities.

Medicare reimbursement for pathology services performed by Dx, which are paid

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In addition to the existing requirements under HIPAA, HHS issued an NPRM regarding revising the HIPAA Security Rule, which, if adopted, would impose increased requirements on regulated entities such as the Company.

The Company maintains an anti-corruption

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marketing, distribution, and surveillance of diagnostics, and it regularly inspects and reviews the manufacturing processes and performance of diagnostics.

On April 29, 2024, the FDA released a final rule purporting to clarify its authority to regulate LDTs as medical devices under the federal Food, Drug, and Cosmetic Act, under which it will phase out its general enforcement discretion approach for LDTs under a four-year period subject to certain continuing enforcement discretion policies.

The final rule was published on May 6, 2024, and became effective on July 5, 2024.

In the absence of a successful legal challenge, the first phase of compliance obligations will begin on May 6, 2025.

On May 29, 2024, the American Clinical Laboratory Association (ACLA) and its member company, HealthTrackRx, filed a lawsuit against the FDA in the United States District Court for the Eastern District of Texas, challenging the FDA’s final rule.

While the lawsuit may change the final rule or delay or prevent its enforcement, the issuance of the final rule presents an increased risk of FDA enforcement actions for laboratory tests offered by companies without FDA clearance or approval that do not fall within the ongoing enforcement discretion policies.

Governmental authorities, non-governmental organizations, customers, investors, external stakeholders, and employees are sensitive to matters of corporate responsibility and governance, such as environmental sustainability.

Legal actions can result in

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In May 2023, the court awarded Ravgen additional enhanced damages in the amount of $100.0 million, and in January 2025, the court awarded Raygen post-verdict supplemental damages of $2.6 million, an ongoing royalty of $100 per test through the life of the patent as issue, pre- and post-judgement interest, and other relief.

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

Fluctuations in global economic conditions, including inflation and the risk of short- or long-term recessions, could negatively impact demand for diagnostic testing and drug development services, the ability of customers to pay for the Company's services, and the Company’s profitability.

The Company serves many MCOs.

These organizations have different contracting philosophies, which are influenced by the design of their products.

Some MCOs contract with a limited number of clinical laboratories and engage in direct negotiation of rates.

Other MCOs adopt broader networks with generally uniform fee structures for participating clinical laboratories.

In some cases, those fee structures are specific to independent clinical laboratories, while the fees paid to hospital-based and physician-office laboratories may be different, and are typically higher.

MCOs may also offer Managed Medicare or Managed Medicaid plans.

In addition, an increasing number of MCOs are implementing, directly or through third parties, various types of laboratory benefit management programs that may include laboratory networks, utilization management tools (such as prior authorization and/or prior notification), and claims edits, which may impact coverage or reimbursement for commercial laboratory tests.

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

An increase in the use of such programs could lead to increased denial of claims, extended appeals, and reduced revenue.

Some MCOs use capitation rates to fix the cost of laboratory testing services for their enrollees.

Under a capitated reimbursement arrangement, the clinical laboratory receives a per-member, per-month payment for an agreed upon menu of laboratory tests provided to MCO members during the month, regardless of the number of tests performed.

Capitation shifts the risk of increased test utilization (and the underlying mix of testing services) to the commercial laboratory provider.

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

For the year ended December 31, 2023, such capitated contracts accounted for approximately $369.9 million, or 3.9%, of Dx's revenues.

Pursuant to legislation passed in late 2003, the percentage of Medicare beneficiaries enrolled in Managed Medicare plans has increased.

The percentage of Medicaid beneficiaries enrolled in Managed Medicaid plans has also increased; however, changes to, or repeal of, the Patient Protection and Affordable Care Act (ACA) may continue to affect coverage, reimbursement, and utilization of laboratory services, as well as administrative requirements, in ways that are currently unpredictable.

Further healthcare reform could adversely affect laboratory reimbursement from Medicare, Medicaid or commercial carriers.

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 in 2017, based on data collected in 2016.

CMS used that private market data to calculate weighted median prices for each test (based on applicable current procedural technology (CPT) codes) to represent the new CLFS rates beginning in 2018, subject to certain phase-in limits.

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

As a result of provisions included within the CARES Act, PAMA rate reductions for 2021 were suspended, and therefore the Company did not experience any incremental reimbursement rate impact due to PAMA in 2021.

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

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 did not experience an incremental reimbursement rate impact due to PAMA in 2023.

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 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 2025.

New CLFS rates will be established in 2026 based on data from 2019 to be reported in 2025.

The process of data reporting and repricing under PAMA will be repeated every three years for CDLTs beginning in 2025.

CLFS rates for ADLTs will be updated annually.

CMS published its initial proposed CLFS rates under PAMA for 2018-2020 on September 22, 2017.

Following a public comment period, CMS made adjustments and published final CLFS rates for 2018-2020 on November 17, 2017, with additional adjustments published on December 1, 2017.

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

approximately $72.0 million from all payers affected by the CLFS (approximately $107.0 million in 2019).

PAMA rates were frozen for years 2021 through 2024 as described above.

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.

Any such new laws or regulations may create a risk of liability, increase BLS costs and/or limit service offerings through BLS.

GENERAL (dollars in millions)

For the year ended December 31, 2024, the Company’s revenues were $13,008.9, an increase of 7.0% from $12,161.6 for the corresponding period in 2023.

The 7.0% increase in revenues for the year ended December 31, 2024, as compared to the corresponding period in 2023, was primarily due to organic revenue of 3.9%, acquisitions, net of divestitures of 2.8%, and favorable foreign currency translation of 0.2%.

The 3.9% increase in organic revenue was due to a 4.9% increase in the Company’s organic Base Business (Base Business includes the Company’s business operations except for COVID-19 Testing), partially offset by a 1.0% 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.

Separation of Fortrea Holdings Inc.

On June 30, 2023, Labcorp completed the previously announced separation (Spin-off) of its former Clinical Development and Commercialization Services (CDCS) business into Fortrea.

All historical operating results of Fortrea are presented as Earnings from discontinued operations, net of tax, in the Company’s Consolidated Statements 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 separation 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 have been renamed the Biopharma Laboratory Services (BLS) segment.

RESULTS OF OPERATIONS (dollars in millions)

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

For discussion of 2023 results and comparison with 2022 results refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Revenues

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

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

| Dx | | | $ | 10,144.3 | | | | | $ | 9,415.1 | | | | | | | | | | | 7.7 | | % | | | | | | |

| BLS | | | 2,922.6 | | | | | | 2,774.2 | | | | | | | | | | | | 5.3 | | % | | | | | | |

| Intercompany eliminations and other | | | (58.0) | | | | | | (27.7) | | | | | | | | | | | | 109.4 | | % | | | | | | |

| Total | | | $ | 13,008.9 | | | | | $ | 12,161.6 | | | | | | | | | | | 7.0 | | % | | | | | | |

Dx revenues for the year ended December 31, 2024, were $10,144.3, an increase of 7.7% compared to revenues of $9,415.1 in the corresponding period in 2023.

The increase was due to organic revenue of 4.1% and acquisitions, net of divestitures of 3.7%.

The 4.1% increase in organic revenue was due to a 5.4% contribution from organic Base Business, partially offset by a 1.3% decrease in COVID-19 Testing.

Total Base Business growth compared to the Base Business in the prior year was 9.2%.

Total volume, measured by requisitions, increased by 5.3% as acquisitions, net of divestitures, volume contributed growth of 2.7%, and organic volume increased by 2.6%.

Organic volume was impacted by a 3.3% increase in the Base Business, partially offset by a 0.8% decrease in COVID-19 Testing.

Price/mix increased by 2.5% due to organic Base Business growth of 2.1% and acquisitions, net of divestitures, of 1.0%, partially offset by a decrease in COVID-19 Testing of 0.5%.

BLS revenues for the year ended December 31, 2024, were $2,922.6, an increase of 5.3% over revenues of $2,774.2 in the corresponding period in 2023.

The increase in revenues was primarily due to organic growth of 4.3% and favorable foreign currency translation of 1.1%.

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Cost of Revenues

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| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Change | | | | | | | | |

| Cost of revenues | | | $ | 9,384.5 | | | | | $ | 8,796.7 | | | | | | | | | | | 6.7 | | % | | | | | | |

Approximately [removed: 12.9%] [added: 13.7%] and [removed: 13.8%] [added: 12.9%] of the [removed: Company's] [added: Company’s] revenues for the year ended December 31, [removed: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] respectively, were denominated in currencies other than the U.S. dollar (USD).

The [removed: Company's financial statements] [added: Company’s Consolidated Financial Statements] are reported in USD and, accordingly, fluctuations in exchange rates will affect the translation of revenues and expenses denominated in foreign currencies into USD for purposes of reporting the [removed: Company's] [added: Company’s] consolidated financial results.

In [removed: both 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the most significant currency exchange rate exposures were to the Canadian [removed: dollar,] [added: Dollar,] Swiss [removed: franc, euro] [added: Franc, Euro,] and British [removed: pound.][added: 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: 2023] [added: 2024] by approximately [removed: $24.1.][added: $27.4.]

[removed: Gross accumulated] [added: Accumulated] currency translation adjustments recorded as a separate component of [removed: shareholders’] [added: Shareholders’] equity were [removed: $183.1] [added: $(217.1)] and [removed: $(336.4) at] [added: $183.1 for the years ended] December 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] respectively.

At December 31, [removed: 2022,] [added: 2024,] the Company had [removed: 27] [added: 12] open foreign exchange forward contracts with various amounts maturing monthly through January [removed: 2023] [added: 2025] with a notional value totaling approximately [removed: $629.5.][added: $302.4.]

The Company is [added: a] party to USD to Swiss Franc cross-currency swap agreements with [removed: a] [added: an aggregate] notional amount of [removed: $600.0,] [added: $1,200.0, $300.0] maturing in [removed: 2024] [added: 2029, $300.0 maturing in 2031] and [removed: 2025,] [added: $600.0 maturing in 2034,] as a hedge against the impact of foreign exchange movements on its net investment in [removed: its] [added: a] Swiss Franc functional currency subsidiary.

The Company attempts to manage interest rate risk and overall borrowing costs through an appropriate mix of fixed and variable rate [removed: debt] [added: debt,] including the utilization of derivative financial instruments, primarily interest rate swaps.

In [removed: May,] [added: May] 2021, to hedge against changes in the fair value portion of the [removed: Company's] [added: 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 [removed: LIBOR (changed] [added: London Interbank Offered Rate (LIBOR), which changed] to [removed: SOFR] [added: Secured Overnight Financing Rate (SOFR)] in [removed: 2023)] [added: 2023,] plus 1.0706%.

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

| [removed: Current assets:] [added: Total current assets] | | | [added: 4,806.5] | | | | | | [added: 3,765.4] | | |

| Cash and cash equivalents | | | $ | [removed: 536.8] [added: 1,518.7] | | | | | $ | [removed: 320.6] [added: 536.8] | |

| Accounts receivable, net | | | [removed: 1,913.3] [added: 1,944.1] | | | | | | [removed: 1,785.5] [added: 1,913.3] | | |

| Unbilled services | | | [removed: 185.4] [added: 152.9] | | | | | | [removed: 211.8] [added: 185.4] | | |

| Supplies inventory | | | [removed: 474.6] [added: 493.2] | | | | | | [removed: 470.6] [added: 474.6] | | |

| Prepaid expenses and other | | | [removed: 655.3] [added: 697.6] | | | | | | [removed: 610.4] [added: 655.3] | | |

| Property, plant and equipment, net | | | [removed: 2,911.8] [added: 3,045.4] | | | | | | [removed: 2,794.1] [added: 2,911.8] | | |

| Goodwill, net | | | [removed: 6,142.5] [added: 6,369.7] | | | | | | [removed: 6,123.7] [added: 6,142.5] | | |

| Intangible assets, net | | | [removed: 3,342.0] [added: 3,488.9] | | | | | | [removed: 3,123.6] [added: 3,342.0] | | |

| Joint venture partnerships and equity method investments | | | [removed: 26.9] [added: 16.3] | | | | | | [removed: 65.7] [added: 26.9] | | |

| Deferred income taxes | | | [removed: —] [added: (20.1)] | | | | | | [removed: 6.4] [added: (78.1)] | | | [added: | | | 26.3 | | |]

| Other assets, net | | | [removed: 536.5] [added: 652.2] | | | | | | [removed: 378.4] [added: 536.5] | | |

| Total assets | | | $ | [removed: 16,725.1] [added: 18,379.0] | | | | | $ | [removed: 20,155.1] [added: 16,725.1] | |

| [removed: Current liabilities:] [added: Total current liabilities] | | | [added: 3,330.2] | | | | | | [added: 3,225.2] | | |

| Accounts payable | | | $ | [removed: 827.5] [added: 875.8] | | | | | $ | [removed: 852.2] [added: 827.5] | |

| Accrued expenses and other | | | [removed: 804.0] [added: 871.2] | | | | | | [removed: 787.0] [added: 804.0] | | |

| Unearned revenue | | | [removed: 421.7] [added: 392.2] | | | | | | [removed: 310.6] [added: 421.7] | | |

| Short-term operating lease liabilities | | | [removed: 165.8] [added: 184.6] | | | | | | [removed: 163.8] [added: 165.8] | | |

| Short-term finance lease liabilities | | | [removed: 6.4] [added: 6.1] | | | | | | [removed: 6.0] [added: 6.4] | | |

| Short-term borrowings and current portion of long-term debt | | | [removed: 999.8] [added: 1,000.3] | | | | | | [removed: 301.3] [added: 999.8] | | |

| Long-term debt, less current portion | | | [removed: 4,054.7] [added: 5,331.2] | | | | | | [removed: 5,038.8] [added: 4,054.7] | | |

| Operating lease liabilities | | | [removed: 648.9] [added: 676.3] | | | | | | [removed: 652.9] [added: 648.9] | | |

| Financing lease liabilities | | | [removed: 78.6] [added: 74.3] | | | | | | [removed: 83.6] [added: 78.6] | | |

| Deferred income taxes and other tax liabilities | | | [removed: 417.9] [added: 383.1] | | | | | | [removed: 543.4] [added: 417.9] | | |

| Other liabilities | | | [removed: 409.3] [added: 517.4] | | | | | | [removed: 401.1] [added: 409.3] | | |

| Total liabilities | | | [removed: 8,834.6] [added: 10,312.5] | | | | | | [removed: 10,039.6] [added: 8,834.6] | | |

| Noncontrolling interest | | | [removed: 15.5] [added: 14.3] | | | | | | [removed: 18.9] [added: 15.5] | | |

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

| Common stock, [removed: 83.9] [added: 83.4] and [removed: 88.2] [added: 83.9] shares outstanding at December 31, [removed: 2023] [added: 2024,] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 7.7] [added: 7.6] | | | | | | [removed: 8.1] [added: 7.7] | | |

| Additional paid-in capital | | | [removed: 38.4] [added: 2.8] | | | | | | [removed: —] [added: 38.4] | | |

| Retained earnings | | | [removed: 7,888.2] [added: 8,303.4] | | | | | | [removed: 10,581.7] [added: 7,888.2] | | |

| Accumulated other comprehensive loss | | | [removed: (59.3)] [added: (261.6)] | | | | | | [removed: (493.2)] [added: (59.3)] | | |

| Total shareholders’ equity | | | [removed: 7,875.0] [added: 8,052.2] | | | | | | [removed: 10,096.6] [added: 7,875.0] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 16,725.1] [added: 18,379.0] | | | | | $ | [removed: 20,155.1] [added: 16,725.1] | |

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

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

| Revenues | | | $ | [removed: 12,161.6] [added: 13,008.9] | | | | | $ | [removed: 11,863.9] [added: 12,161.6] | | | | | $ | [removed: 13,136.1] [added: 11,863.9] | |

| Cost of revenues | | | [removed: 8,796.7] [added: 9,384.5] | | | | | | [removed: 8,155.0] [added: 8,796.7] | | | | | | [removed: 8,143.7] [added: 8,155.0] | | |

| Gross profit | | | [removed: 3,364.9] [added: 3,624.4] | | | | | | [removed: 3,708.9] [added: 3,364.9] | | | | | | [removed: 4,992.4] [added: 3,708.9] | | |

LABCORP HOLDINGS INC. AND SUBSIDIARIES

| | | | 2024 | | | | | | 2023 | | |

F-5

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

(In Millions, Except Per Share Data)

| Less: Net earnings attributable to the noncontrolling interest | | | (1.1) | | | | | | (1.2) | | | | | | (1.5) | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

| Net earnings attributable to Labcorp Holdings Inc. | | | — | | | | | | — | | | | | | 746.0 | | | | | | | | | | | | — | | | | | | 746.0 | | |

| Dividends declared | | | — | | | | | | — | | | | | | (242.9) | | | | | | | | | | | | — | | | | | | (242.9) | | |

| Purchase of common stock | | | (0.1) | | | | | | (162.1) | | | | | | (87.9) | | | | | | | | | | | | — | | | | | | (250.1) | | |

| BALANCE AT DECEMBER 31, 2024 | | | $ | 7.6 | | | | | $ | 2.8 | | | | | $ | 8,303.4 | | | | | | | | | | | $ | (261.6) | | | | | $ | 8,052.2 | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

| Net earnings | | | $ | 747.1 | | | | | $ | 419.2 | | | | | $ | 1,280.6 | |

| Proceeds from accounts receivable securitization | | | 300.0 | | | | | | — | | | | | | — | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

On April 25, 2024, Laboratory Corporation of America Holdings (LCAH) announced plans to implement a new public holding company structure, with Labcorp as the holding company.

On May 17, 2024, the Company completed the holding company reorganization (Reorganization) and became the successor issuer.

Labcorp Holdings Inc. has no independent assets or operations and its sole ownership interest is in LCAH.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

The Company believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

| | | | Basic EPS | | | | | | Dilutive Effect | | | | | | Diluted EPS | | | | | | Basic EPS | | | | | | Dilutive Effect | | | | | | Diluted EPS | | | | | | Basic EPS | | | | | | Dilutive Effect | | | | | | Diluted EPS | | |

| Net earnings attributable to LHI | | | $ | 746.0 | | | | | | | | | | | $ | 746.0 | | | | | $ | 418.0 | | | | | | | | | | | $ | 418.0 | | | | | $ | 1,279.1 | | | | | | | | | | | $ | 1,279.1 | |

| Weighted-average common shares outstanding | | | 83.9 | | | | | | 0.5 | | | | | | 84.4 | | | | | | 87.1 | | | | | | 0.5 | | | | | | 87.6 | | | | | | 91.1 | | | | | | 0.5 | | | | | | 91.6 | | |

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

| Per common share amount | | | $ | 8.89 | | | | | | | | | | | $ | 8.84 | | | | | $ | 4.80 | | | | | | | | | | | $ | 4.77 | | | | | $ | 14.05 | | | | | | | | | | | $ | 13.97 | |

To estimate the fair value of stock option awards, the Black-Scholes model is used, which relies on various key assumptions, including risk-free interest rate, expected term, and expected volatility.

Capitalized software costs are included in Property, plant and equipment, net within the Consolidated Balance Sheets and are mainly comprised of direct material and service costs and payroll and payroll-related costs.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

development are expensed as incurred.

The Company will continue to monitor the financial performance of, and assumptions for, its reporting units.

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

(In Millions)

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

| ASSETS | | | | | | | | | | | |

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

| Total current assets | | | 3,765.4 | | | | | | 4,625.0 | | |

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

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

| Total current liabilities | | | 3,225.2 | | | | | | 3,078.5 | | |

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

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

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

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

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

| BALANCE AT DECEMBER 31, 2020 | | | $ | 9.0 | | | | | $ | 110.3 | | | | | $ | 9,479.2 | | | | | | | | | | | $ | (161.9) | | | | | $ | 9,436.6 | |

| Net earnings attributable to Laboratory Corporation of America Holdings | | | — | | | | | | — | | | | | | 2,377.3 | | | | | | | | | | | | — | | | | | | 2,377.3 | | |

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

| Deferred income taxes | | | (78.1) | | | | | | 26.3 | | | | | | (37.3) | | |

| Payments on term loan | | | — | | | | | | — | | | | | | (375.0) | | |

For further financial information about these segments, including information for each of the last three fiscal years regarding revenue, operating income, and other important information, see Note 20 Business Segment Information.

Additional disclosures regarding the spin-off of Fortrea are provided in Note 2 (Discontinued Operations).

Cost of advertising is expensed as incurred.

Research and Development

The Company expenses R&D costs as incurred.

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

The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2023, and through the date of this Annual Report.

The accounting matters assessed included, but were not limited to, the Company’s implicit price concessions and credit losses, equity investments, and the carrying value of goodwill and other long-lived assets.

The Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could impact the Company’s consolidated financial statements in future reporting periods.

There were no capitated accounts receivables from the Ontario government sponsored healthcare plan at December 31, 2022.

presented.

| | | | Income | | | | | | Shares | | | | | | Per Share Amount | | | | | | Income | | | | | | Shares | | | | | | Per Share Amount | | | | | | Income | | | | | | Shares | | | | | | Per Share Amount | | |

| Basic earnings per share | | | $ | 418.0 | | | | | 87.1 | | | | | | $ | 4.80 | | | | | $ | 1,279.1 | | | | | 91.1 | | | | | | $ | 14.05 | | | | | $ | 2,377.3 | | | | | 96.7 | | | | | | $ | 24.60 | |

| Diluted earnings per share | | | $ | 418.0 | | | | | 87.6 | | | | | | $ | 4.77 | | | | | $ | 1,279.1 | | | | | 91.6 | | | | | | $ | 13.97 | | | | | $ | 2,377.3 | | | | | 97.5 | | | | | | $ | 24.39 | |

| Stock options | | | 0.2 | | | | | | 0.2 | | | | | | 0.1 | | |

The estimation of equity awards that will ultimately vest requires judgment, and the Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

See Note 14 Stock Compensation Plans for assumptions used in calculating compensation expense for the Company’s stock compensation plans.

| | | | Years | | | | | | | | |

| Software | | | 3 | | | \- | | | 10 | | |

Capitalized costs include direct material and service costs and payroll and payroll-related costs.

However, due to lower demand in the ED reporting unit in late 2023, which the Company anticipates will continue into early 2024 there is an expectation of lower near term revenue and profitability.

[removed: \[☒\]] [added: ☒] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: \[☐\]] [added: ☐] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

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

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

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

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

Yes [removed: \[X\]] [added: ☒] No [removed: \[ \].][added: ☐]

Yes [removed: \[ \]] [added: ☐] No [removed: \[X\].][added: ☒]

Yes ☒ No [removed: \[ \].][added: ☐]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements [added: 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 [removed: registrant’s] [added: Registrant’s] executive officers during the relevant recovery period pursuant [added: to §240.10D-1(b).]

Yes [removed: \[☐\]] [added: ☒] No [removed: \[X\].][added: ☐]

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement to be filed no later than 120 days following December 31, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III.

[removed: Index][added: [Index](#idc6aa49e667541a5bbedef4932f87087_7)]

| Item 1. | | | [removed: [Business](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_19)] [added: [Business](#idc6aa49e667541a5bbedef4932f87087_19)] | | | [removed: [9](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_19)] [added: [7](#idc6aa49e667541a5bbedef4932f87087_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_73)] [added: Factors](#idc6aa49e667541a5bbedef4932f87087_70)] | | | [removed: [33](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_73)] [added: [29](#idc6aa49e667541a5bbedef4932f87087_70)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_76)] [added: Comments](#idc6aa49e667541a5bbedef4932f87087_73)] | | | [removed: [48](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_76)] [added: [43](#idc6aa49e667541a5bbedef4932f87087_73)] | | |

| Item 2. | | | [removed: [Properties](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_79)] [added: [Properties](#idc6aa49e667541a5bbedef4932f87087_79)] | | | [removed: [51](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_79)] [added: [45](#idc6aa49e667541a5bbedef4932f87087_79)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_82)] [added: Proceedings](#idc6aa49e667541a5bbedef4932f87087_82)] | | | [removed: [52](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_82)] [added: [46](#idc6aa49e667541a5bbedef4932f87087_82)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_85)] [added: Disclosures](#idc6aa49e667541a5bbedef4932f87087_85)] | | | [removed: [52](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_85)] [added: [46](#idc6aa49e667541a5bbedef4932f87087_85)] | | |

| Item 5. | | | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_91)] [added: Securities](#idc6aa49e667541a5bbedef4932f87087_91)] | | | [removed: [53](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_91)] [added: [47](#idc6aa49e667541a5bbedef4932f87087_91)] | | |

| Item 7. | | | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_97)] [added: Operations](#idc6aa49e667541a5bbedef4932f87087_97)] | | | [removed: [54](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_97)] [added: [49](#idc6aa49e667541a5bbedef4932f87087_97)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_109)] [added: Risk](#idc6aa49e667541a5bbedef4932f87087_109)] | | | [removed: [66](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_109)] [added: [58](#idc6aa49e667541a5bbedef4932f87087_109)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_112)] [added: Data](#idc6aa49e667541a5bbedef4932f87087_112)] | | | [removed: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_112)] [added: [59](#idc6aa49e667541a5bbedef4932f87087_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_115)] [added: Disclosure](#idc6aa49e667541a5bbedef4932f87087_115)] | | | [removed: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_115)] [added: [59](#idc6aa49e667541a5bbedef4932f87087_115)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_118)] [added: Procedures](#idc6aa49e667541a5bbedef4932f87087_118)] | | | [removed: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_118)] [added: [59](#idc6aa49e667541a5bbedef4932f87087_118)] | | |

| Item 9B. | | | [Other [removed: Information](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_121)] [added: Information](#idc6aa49e667541a5bbedef4932f87087_121)] | | | [removed: [67](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_121)] [added: [61](#idc6aa49e667541a5bbedef4932f87087_121)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_124)] [added: Inspections](#idc6aa49e667541a5bbedef4932f87087_127)] | | | [removed: [68](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_124)] [added: [61](#idc6aa49e667541a5bbedef4932f87087_127)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_130)] [added: Governance](#idc6aa49e667541a5bbedef4932f87087_133)] | | | [removed: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_130)] [added: [62](#idc6aa49e667541a5bbedef4932f87087_133)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_133)] [added: Compensation](#idc6aa49e667541a5bbedef4932f87087_136)] | | | [removed: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_133)] [added: [62](#idc6aa49e667541a5bbedef4932f87087_136)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_136)] [added: Matters](#idc6aa49e667541a5bbedef4932f87087_139)] | | | [removed: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_136)] [added: [62](#idc6aa49e667541a5bbedef4932f87087_139)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_139)] [added: Independence](#idc6aa49e667541a5bbedef4932f87087_142)] | | | [removed: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_139)] [added: [62](#idc6aa49e667541a5bbedef4932f87087_142)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_142)] [added: Services](#idc6aa49e667541a5bbedef4932f87087_145)] | | | [removed: [69](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_142)] [added: [62](#idc6aa49e667541a5bbedef4932f87087_145)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_148)] [added: Schedules](#idc6aa49e667541a5bbedef4932f87087_151)] | | | [removed: [70](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_148)] [added: [63](#idc6aa49e667541a5bbedef4932f87087_151)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_151)] [added: Summary](#idc6aa49e667541a5bbedef4932f87087_154)] | | | [removed: [74](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_151)] [added: [67](#idc6aa49e667541a5bbedef4932f87087_154)] | | |

[removed: b.The failure] [added: 30.failure] to [removed: successfully] obtain, maintain, and enforce intellectual property rights [added: for protection of the Company's offerings] and defend against challenges to [removed: the Company’s intellectual property rights could adversely affect the Company.][added: those rights;]

In this Annual [removed: Report,] [added: Report on Form 10-K (Annual Report), Labcorp® Holdings Inc. together with its subsidiaries (Labcorp or] the [removed: Company makes,] [added: Company), has made,] and from time to time may otherwise make in its public filings, press releases and discussions by Company management, forward-looking statements concerning the Company’s operations, performance and financial condition, as well as its strategic objectives.

Actual results could differ materially from those currently anticipated due to a number of factors in addition to those discussed elsewhere herein, including in the [removed: “Summary of Material Risks” above and in the] “Risk Factors” section of this Annual Report, and in the Company’s other public filings, press releases, and discussions with Company management, including:

LABCORP HOLDINGS INC.

| Delaware | | | | | | 99-2588107 | | |

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[Index](#idc6aa49e667541a5bbedef4932f87087_7)

Yes ☐ No ☒

As of June 28, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter was was approximately $16.4 billion.

As of February 24, 2025, there were 83.7 million shares of the registrant’s common stock, $0.10 par value, outstanding.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

TABLE OF CONTENTS

| | | | [Part I](#idc6aa49e667541a5bbedef4932f87087_16) | | | | | |

| Item 1C. | | | [Cybersecurity](#idc6aa49e667541a5bbedef4932f87087_76) | | | [43](#idc6aa49e667541a5bbedef4932f87087_76) | | |

| | | | [Part II](#idc6aa49e667541a5bbedef4932f87087_88) | | | | | |

| Item 6. | | | [\[Reserved\]](#idc6aa49e667541a5bbedef4932f87087_94) | | | [49](#idc6aa49e667541a5bbedef4932f87087_94) | | |

| | | | [Part III](#idc6aa49e667541a5bbedef4932f87087_130) | | | | | |

| | | | [Part IV](#idc6aa49e667541a5bbedef4932f87087_148) | | | | | |

| | | | [Signatures](#idc6aa49e667541a5bbedef4932f87087_157) | | | [68](#idc6aa49e667541a5bbedef4932f87087_157) | | |

| | | | [Index to Consolidated Financial Statements](#idc6aa49e667541a5bbedef4932f87087_160) | | | [F-1](#idc6aa49e667541a5bbedef4932f87087_160) | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

On April 25, 2024, Laboratory Corporation of America Holdings (LCAH) announced plans to implement a new public holding company structure, with Labcorp Holdings Inc. as the holding company.

On May 17, 2024, the Company completed the holding company reorganization (Reorganization) and became the successor issuer to LCAH.

Labcorp Holdings Inc. has no independent assets or operations and its sole ownership interest is in LCAH.

The remaining funds were used in 2024 to support continued programs to return value to shareholders, through cash dividends and/or share repurchases.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

about continued expansion.

- innovative offerings in high growth specialty areas;

- industry-leading test portfolio and national presence;

- unique data and analytics capabilities; and

- ability to integrate a hospital’s laboratory services seamlessly.

The Company is already a key partner to biopharma in CDx.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

During 2024, capital expenditures were $489.9 million, or 3.8% of the Company’s revenues.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

For the year ended December 31, 2024, the Company’s revenues were $13,008.9 million, an increase of 7.0% from $12,161.6 million in 2023.

| | | | 2024 | | | | | | 2023 | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

LABORATORY CORPORATION OF AMERICA HOLDINGS

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| Delaware | | | | | | 13-3757370 | | |

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\[ \]

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

\[☐\]

to §240.10D-1(b).

As of June 30, 2023, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $17.3 billion, based on the closing price on such date of the registrant’s Common Stock on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of Common Stock, as of the latest practicable date: 84.1 million shares as of February 23, 2024.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

| | | | [Summary of Material Risks](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_10) | | | [4](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_10) | | |

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

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

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

| Item 6. | | | [Selected Financial Data](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_94) | | | [54](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_94) | | |

| | | | [Part III](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_127) | | | | | |

| | | | [Part IV](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_145) | | | | | |

Summary of Material Risks

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

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

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

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

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

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

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

Risks Related to the Company’s Business Including Global Economic and Geopolitical Factors

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 global economic conditions, including the 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, inaccessibility of natural resources, and other events beyond the Company's control.

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

d.Continued changes in healthcare reimbursement models and products, changes in government payment and reimbursement systems, or changes in payer mix, including an increase in third-party benefits management programs and value-based payment models, could have a material adverse effect on the Company's revenues, profitability, and cash flow.

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

f.Increased competition, including price competition, could have an adverse effect on the Company’s revenues and profitability.

g.Failure to obtain and retain new customers, the loss of existing customers or material contracts, or a reduction in services or tests ordered or specimens submitted by existing customers, or the inability to retain existing and/or create new relationships with health systems could impact the Company’s ability to successfully grow its business.

h.Discontinuation or recalls of existing testing products, failure to develop or acquire licenses for new or improved testing technologies, or the Company's customers using new technologies to perform their own tests, could adversely affect the Company’s business.

i.Changes or disruption in services, supplies, or transportation provided by third parties could adversely affect the Company’s business.

j.A failure to identify and successfully close and integrate strategic acquisition targets could have a material adverse effect on the Company's business objectives and its revenues and profitability.

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

With the assistance of these frameworks and standards, the Company assesses risks from cybersecurity threats, monitors its information systems for potential vulnerabilities, [removed: and] assesses those systems pursuant to the Company’s cybersecurity policies, control standards, and control [removed: procedures.][added: procedures, and implements appropriate mitigation measures.]

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

These third parties include cybersecurity assessors, consultants, and [removed: other cybersecurity] professionals who [removed: assist in the identification, verification,] [added: help identify, verify,] and [removed: validation of] [added: validate] cybersecurity [removed: risks, as well as] [added: risks and] support [removed: associated] mitigation or incident response plans [removed: when necessary.][added: as needed.]

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 [removed: relationships, under the Summary of Material Risks section of this Annual Report, and] [added: relationships] under the “Risks Related to Technology and Cybersecurity” heading and subheadings thereunder in Part I, Item 1A.

The CITO has more than [removed: 30] [added: 15] 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 [removed: chief information officer roles] [added: leadership positions] with global companies.

The Company has implemented a formal cybersecurity program aligned to the Secure Controls Framework (SCF), a cybersecurity and privacy framework that consolidates and maps controls across multiple regulations, standards, and best practices.

The Company’s program includes the evaluation of the cybersecurity posture of third-party suppliers and vendors that have access to the Company’s data or information technology systems.

Cybersecurity training is conducted annually, in addition to periodic simulations and exercises to test the efficacy of this training, and expanded training is required for specific roles.

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[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

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

The table below summarizes certain information as to [removed: Dx's] [added: Dx’s] principal operating and administrative facilities [removed: as of] [added: at] December 31, [removed: 2023.][added: 2024.]

| San Francisco, California [added: (2)] | | | Leased | | |

[removed: Biopharma Laboratory Services (BLS)] [added: BLS] operates on a global scale.

The table below summarizes certain information as to [removed: BLS's] [added: BLS’s] principal operating and administrative facilities [removed: as of] [added: at] December 31, [removed: 2023.][added: 2024.]

| Holyoke, Massachusetts | | | Leased | | |

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The [removed: Company's] [added: Company’s] common stock, par value $0.10 per share, or Common Stock, trades on the New York Stock Exchange or NYSE under the symbol [removed: “LH.”][added: “LH”.]

On February [removed: 23, 2024,] [added: 24, 2025,] there were approximately [removed: 1,188] [added: 1,038] holders of record of the Common Stock.

For the year ended December 31, [removed: 2023,] [added: 2024,] the Company paid [removed: $254.0] [added: $243.1] million in Common Stock dividends.

The graph below shows the cumulative total return assuming an investment of $100 on December 31, [removed: 2018,] [added: 2019,] in each of the Company’s Common Stock, the Standard & Poor’s, [removed: or S&P] [added: (S&P)] 500 Index and the S&P 500 Health Care Index, and assuming that all dividends were reinvested.

For the purpose of this graph, the distribution of 100% of the outstanding Common Stock of Fortrea [removed: Holdings Inc. (Fortrea)] to the [removed: Company's] [added: 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 [removed: Common Stock] [added: 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.

| | | | [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: 12/2023] [added: 12/2024] | | |

[removed: ][added: ]

The following table sets forth information with respect to purchases of shares of the Company’s Common Stock made during the quarter ended December 31, [removed: 2023,] [added: 2024,] by or on behalf of the Company:

At the end of [removed: 2023,] [added: 2024,] the Company had outstanding authorization from [removed: the] [added: its] Board to purchase up to [removed: $530.4] [added: $1,280.4 maximum value] of the [removed: Company's] [added: Company’s] Common Stock.

During the year ended December 31, [removed: 2022,] [added: 2024,] the Company purchased [removed: 4.7] [added: 1.1] shares of its Common Stock at an average price per share of [removed: $233.48] [added: $219.57] for a total cost of [removed: $1,100.0.][added: $250.1.]

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

| Labcorp Holdings Inc. | | | $ | 100.00 | | | | | $ | 120.32 | | | | | $ | 185.74 | | | | | $ | 140.40 | | | | | $ | 159.82 | | | | | $ | 163.37 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 113.45 | | | | | $ | 143.09 | | | | | $ | 140.29 | | | | | $ | 143.18 | | | | | $ | 146.87 | |

| October 1 - October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,355.4 | |

| November 1 - November 30 | | | 0.3 | | | | | | $ | 240.63 | | | | | 0.3 | | | | | | $ | 1,280.4 | |

| December 1 - December 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,280.4 | |

| | | | 0.3 | | | | | | $ | 240.63 | | | | | 0.3 | | | | | | | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

| 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 | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

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

| November 1 - November 30 | | | — | | | | | | — | | | | | | — | | | | | | 531.5 | | |

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

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

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.

Not applicable.

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) | | % |

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: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

The [removed: Company's] [added: Company’s] management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, the [removed: Company's] [added: Company’s] management determined that, as of December 31, [removed: 2023,] [added: 2024,] 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 [removed: consolidated financial statements] [added: 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: 2023,] [added: 2024,] as stated in its report, which is included herein immediately preceding the Company’s audited [removed: financial statements.][added: Consolidated Financial Statements.]

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

During the [removed: fiscal] quarter ended December 31, [removed: 2023,] [added: 2024,] none of the [removed: Company's] [added: 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 | | | [added: | | |]

| Mark S. Schroeder | | | | | | [removed: 12/7/2023] [added: 11/26/2024] | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | [removed: (17,044)] [added: (10,115)] | | | (1) (2) | | | | | | [removed: 12/6/2024] [added: 11/7/2025 | | |] (3) | | |

| *President, Diagnostics Laboratories and Chief Operations Officer* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Amy B. Summy | | | | | | [removed: 12/7/2023] [added: 11/26/2024] | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | [removed: (4,916)] [added: (1,234)] | | | (1) [removed: (2)] | | | | | | [removed: 4/1/2024] [added: 11/14/2025 | | |] (3) | | |

| *Chief Marketing Officer* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

[removed: (1) The] [added: (1)The] figure presented represents the shares to be sold on the vesting of equity awards [removed: before reduction for] [added: and may vary subject to the achievement of certain performance conditions and/or] shares to be withheld for tax purposes.

[removed: (2) Mr.] [added: (2)Mr.] Schroeder’s plan provides for the exercise of vested stock options and the associated sale of up to [removed: 2,119] [added: 3,903] shares of the Company’s Common [removed: Stock.][added: Stock and 76 shares of Common Stock previously acquired from an equity award vesting event.]

[removed: (3) This] [added: (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.

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

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

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

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_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: 2024 (the 2024] [added: 2025 (2025] Proxy Statement) under the caption Election of Directors.

Information regarding executive officers is incorporated by reference to the Company’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the captions Corporate Governance and Delinquent Section 16(a) Reports, respectively.

Information concerning the [removed: Company's] [added: Company’s] code of ethics is incorporated by reference to the [removed: Company's 2024] [added: Company’s 2025] Proxy Statement under the caption Corporate Governance Policies and Procedures.

[removed: Insider] [added: Insider] Trading Arrangements and [removed: Policies:][added: Policies]

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 [removed: Company's] [added: Company’s] directors, officers, employees and designated contractors, as well as by [removed: Laboratory Corporation of America] [added: Labcorp] Holdings [added: Inc.] 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.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The information required by this item is incorporated by reference to information in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”

Except for the above referenced footnote, the information called for by this item is incorporated by reference to information in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the caption “Fees to Independent Registered Public Accounting Firm.”

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

| 2.1†* | | | [removed: Separation] [added: [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, [removed: 2023). | | |] [added: 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex21-separat.htm)] | | |

| [removed: 3.2] [added: 10.9+] | | | [removed: [Amended and Restated By-Laws of] [added: [Third Amendment to] the [removed: Company, adopted] [added: Laboratory Corporation of America Amended] and [removed: effective July 7, 2020] [added: Restated New Pension Equalization Plan] (incorporated [added: herein] by reference [removed: herein to] Exhibit [removed: 3.1] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000043/amendedandrestatedbyla.htm) | | |] [added: 2005).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000161/exhibit10-6.htm)] | | |

| [removed: 4.1] [added: 97] | | | [removed: [Specimen of the Company’s Common Stock Certificate] [added: [Incentive Compensation Recoupment Policy, effective October 11, 2023] (incorporated [removed: herein] by reference to Exhibit [removed: 4.1] [added: 97] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2001).](http://www.sec.gov/Archives/edgar/data/920148/000092014802000015/stockcert.txt) | | |] [added: 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit97.htm)] | | |

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

| [removed: 4.3] [added: 4.5] | | | [removed: [Sixth] [added: [Fourteenth] Supplemental Indenture, dated as of November [removed: 1, 2013,] [added: 25, 2019,] between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2023] [added: 2029] Notes (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November [removed: 1, 2013).](http://www.sec.gov/Archives/edgar/data/920148/000119312513422088/d619416dex43.htm) | | |] [added: 25, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex43.htm)] | | |

| [removed: 4.4] [added: 4.2] | | | [Ninth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2025 Notes (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex44.htm) | | |] [added: 2015).](https://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex44.htm)] | | |

| [removed: 4.5] [added: 4.3] | | | [Tenth Supplemental Indenture, dated as of January 30, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of the 2045 Notes (incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex45.htm) | | |] [added: 2015).](https://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex45.htm)] | | |

| [removed: 4.6] [added: 4.4] | | | [removed: [Eleventh] [added: [Twelfth] Supplemental Indenture, dated as of August 22, 2017, between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2024] [added: 2027] Notes (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed on August 22, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/920148/000119312517264395/d427802dex42.htm) | | |] [added: 2017).](https://www.sec.gov/Archives/edgar/data/920148/000119312517264395/d427802dex43.htm)] | | |

| 4.7 | | | [removed: [Twelfth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: August 22, 2017,] [added: May 26, 2021,] between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2027 Notes (incorporated] [added: 2031 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex43.htm) [(incorporated herein] by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on [removed: August 22, 2017).](http://www.sec.gov/Archives/edgar/data/920148/000119312517264395/d427802dex43.htm) | | |] [added: May 26, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)] | | |

| [removed: 4.8] [added: 4.6] | | | [removed: [Thirteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: November 25, 2019,] [added: May 26, 2021,] between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2024 Notes (incorporated] [added: 2026 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex42.htm) [(incorporated] herein by reference to Exhibit 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: November 25, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | |] [added: May 26, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)] | | |

| [removed: 4.9] [added: 4.13] | | | [removed: [Fourteenth] [added: [Second] Supplemental Indenture, dated as of [removed: November 25, 2019, between the Company] [added: September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor,] and U.S. Bank [added: Trust Company,] National Association, as trustee, including the form of the [removed: 2029] [added: 2032] Notes (incorporated [removed: herein] by reference to Exhibit 4.3 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: November 25, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex43.htm) | | |] [added: September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex43.htm)] | | |

| [removed: 4.10] [added: 4.12] | | | [removed: [Fifteenth] [added: [First] Supplemental Indenture, dated as of [removed: May 26, 2021, between the Company] [added: September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor,] and U.S. Bank [added: Trust Company,] National Association, as trustee, including the form of the [removed: 2026 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex42.htm) [(incorporated herein] [added: 2030 Notes (incorporated] by reference to Exhibit 4.2 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: May 26, 2021).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | |] [added: September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex42.htm)] | | |

| 4.11 | | | [removed: [Sixteenth Supplemental Indenture,] [added: [Indenture,] dated as of [removed: May 26, 2021,] [added: September 23, 2024,] between [removed: the Company] [added: Laboratory Corporation of America Holdings, as issuer,] and U.S. Bank [added: Trust Company,] National Association, as [removed: trustee, including the form of the 2031 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex43.htm) [(incorporated herein] [added: trustee (incorporated] by reference to Exhibit [removed: 4.3] [added: 4.1] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: May 26, 2021).](http://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | |] [added: September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex42.htm)] | | |

| [removed: 4.12] [added: 4.9] | | | [Description of the [removed: Registrant's] [added: Registrant’s] securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit [removed: 4.18] [added: 4.1] to the [removed: Company's Annual] [added: Company’s Current] Report on Form [removed: 10-K for the fiscal year ended December 31, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000018/exhibit416descriptionofreg.htm) | | |] [added: 8-K12B filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit41descriptionofsecu.htm)] | | |

| [removed: 10.1+] [added: 10.5+] | | | National Health Laboratories Incorporated Pension Equalization Plan (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992). | | | [removed: | | |]

| [removed: 10.2+] [added: 10.6+] | | | [Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the period ended September 30, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014804000191/ex10-1_pepplan.htm) | | | [removed: | | |]

| [removed: 10.3+] [added: 10.7+] | | | [First Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014804000191/ex10-2_pepamend.htm) | | | [removed: | | |]

| [removed: 10.4+] [added: 10.8+] | | | [Second Amendment to the Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/pepamend2_10-4.htm) | | | [removed: | | |]

| [removed: 10.5+] [added: 10.12+] | | | [removed: [Third] [added: [Second] Amendment to the Laboratory Corporation of America [removed: Amended and Restated New Pension Equalization] [added: Holdings Deferred Compensation] Plan (incorporated herein by reference [added: to] Exhibit [removed: 10.6] [added: 10.8] to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000161/exhibit10-6.htm) | | |] [added: 2005).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000161/ex10-8_defcomp.htm)] | | |

| [removed: 10.6+] [added: 10.10+] | | | [Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.22 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcomp_ex10-22.htm) | | |] [added: 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcomp_ex10-22.htm)] | | |

| [removed: 10.7+] [added: 10.11+] | | | [First Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2004).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcompamend_ex10-23.htm) | | |] [added: 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcompamend_ex10-23.htm)] | | |

| [removed: 10.8+] [added: 10.13+] | | | [removed: [Second] [added: [Third] Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit [removed: 10.8] [added: 10.28] to the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: fiscal year] ended [removed: June 30, 2005).](http://www.sec.gov/Archives/edgar/data/920148/000092014805000161/ex10-8_defcomp.htm) | | |] [added: December 31, 2006).](https://www.sec.gov/Archives/edgar/data/920148/000116923207001103/ex10-28_defcomp.htm)] | | |

| [removed: 10.9+] [added: 10.14+] | | | [removed: [Third] [added: [Fourth] Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit [removed: 10.28] [added: 10.34] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/920148/000116923207001103/ex10-28_defcomp.htm) | | |] [added: 2007).](https://www.sec.gov/Archives/edgar/data/920148/000092014808000071/ex10-34_defcomp.htm)] | | |

| [removed: 10.11+] [added: 10.1+] | | | [removed: [Laboratory Corporation of America] [added: [Labcorp] Holdings [added: Inc. Amended and Restated] 2016 Omnibus Incentive Plan (incorporated by reference [removed: herein] to Exhibit [removed: 10.1] [added: 10.4] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed on May [removed: 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex101.htm) | | |] [added: 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit104-amendedandresta.htm)] | | |

| [removed: 10.12+*] [added: 10.2+] | | | [removed: [Laboratory Corporation of America] [added: [Labcorp] Holdings [added: Inc. Amended and Restated] 2016 Employee Stock Purchase Plan (incorporated by reference [removed: herein] to Exhibit [removed: 10.2] [added: 10.5] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed on May [removed: 16, 2016).](http://www.sec.gov/Archives/edgar/data/920148/000119312516591935/d169343dex102.htm) | | |] [added: 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit105labcorpholdingsi.htm)] | | |

| [removed: 10.13+] [added: 10.15+] | | | [removed: [Laboratory] [added: [Amended and Restated Laboratory] Corporation of America Holdings [removed: Amended and Restated 2016 Employee Stock Purchase] [added: Master Senior Executive Severance] Plan (incorporated [removed: herein] by reference to [removed: Exhibit 10.4] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: June 30, 2023)](https://www.sec.gov/Archives/edgar/data/920148/000092014823000063/ex104q22023.htm) | | |] [added: March 31, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000032/exhibit101amendedandrestat.htm)] | | |

| [removed: 10.14+] [added: 10.20] | | | [removed: [First Amendment] [added: [Amendment No. 1, dated as of May 7, 2020,] to the [added: Term Loan Credit Agreement, dated June 3, 2019, among] Laboratory Corporation of America [removed: Holdings Amended] [added: Holdings, Bank of America, N.A. as administrative agent,] and [removed: Restated 2016 Employee Stock Purchase Plan] [added: the lenders party thereto] (incorporated [removed: herein] by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the period ended [removed: June 30, 2023](https://www.sec.gov/Archives/edgar/data/920148/000092014823000063/ex105q22023.htm) | | |] [added: March 31, 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)] | | |

| 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 [removed: Company's] [added: 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: | | |]

| 10.17 | | | [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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit1012thirdarcreditag.htm) | | |] [added: thereto (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit1012thirdarcreditag.htm)] | | |

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

| [removed: 10.19] [added: 10.18] | | | [removed: [Amendment No. 1, dated as of May 7, 2020, to the Term Loan Credit] [added: [Guarantor Joinder] Agreement, dated [removed: June 3, 2019, among the Company,] [added: May 17, 2024, by and between Labcorp Holdings Inc. and] Bank of America, N.A. [removed: as administrative agent, and the lenders party thereto.] (incorporated [removed: herein] by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K12B] filed on May [removed: 8, 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm) | | |] [added: 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit101-guarantorjoinde.htm)] | | |

| [removed: 10.20+] [added: 10.3] | | | [removed: [Executive Employment] [added: [Assignment and Assumption] Agreement, dated [removed: June 4, 2019,] [added: as of May 17, 2024,] by and [removed: between] [added: among] Laboratory Corporation of America [added: Holdings, Labcorp] Holdings [added: Inc.] and Adam H. Schechter (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed on [removed: June 5, 2019).](http://www.sec.gov/Archives/edgar/data/920148/000119312519165518/d758193dex101.htm) | | |] [added: May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit102-radianceceoassi.htm)] | | |

| [removed: 10.23†*] [added: 2.2] | | | [removed: [Tax Matters Agreement,] [added: [Agreement and Plan of Merger,] dated [removed: June 29, 2023,] [added: May 17, 2024,] by and [removed: between] [added: among] Laboratory Corporation of America [added: Holdings, Labcorp] Holdings [added: Inc.] and [removed: Fortrea Holdings] [added: Radiance Merger Sub] Inc. (incorporated [removed: herein] by reference to Exhibit [removed: 10.1] [added: 2.1] to the Company’s Current Report on Form 8-K filed on [removed: July 3, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex101-taxmat.htm) | | |] [added: May 17, 2024)](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit21-mergeragreementc.htm)] | | |

| [removed: 10.24†] [added: 10.4] | | | [removed: [Employee Matters] [added: [Assignment and Assumption] Agreement, dated [removed: June 29, 2023,] [added: as of May 17, 2024,] by and [removed: between] [added: among] Laboratory Corporation of America [added: Holdings, Labcorp] Holdings [added: Inc.] and [removed: Fortrea Holdings] [added: Radiance Merger Sub] Inc. (incorporated [removed: herein] by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed on [removed: July 3, 2023).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000050/fortreaclosingex102-employ.htm) | | |] [added: May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit103-assignmentandas.htm)] | | |

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

| 16.2 | | | [Letter of PricewaterhouseCoopers LLP, dated March 3, 2021 (incorporated by reference to Exhibit 16.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K/A filed on March 3, [removed: 2021).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920148/000092014821000021/lh-20201102.htm) | | |] [added: 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000021/form8-ka3321ex161pwcletter.htm)] | | |

| [removed: 21] [added: 21.1] | | | [List of Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit212023.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit2112024.htm)] | | |

| 23.1 | | | [Consent of Deloitte & Touche LLP, an independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2312023.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit2312024.htm)] | | |

| 24.1 | | | [Power of Attorney of Kerrii B. [removed: Anderson](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2412023.htm)] [added: Anderson](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit2412024.htm)] | | |

| 24.2 | | | [Power of Attorney of [removed: Jean-Luc Bélingard](https://www.sec.gov/Archives/edgar/data/920148/000092014824000014/exhibit2422023.htm)] [added: Jeffrey A. Davis](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit2422024.htm)] | | |

| 3.1 | | | [Amended and Restated Certificate of Incorporation of Labcorp Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit31-amendedandrestat.htm) | | |

| 3.2 | | | [Amended and Restated By-Laws of Labcorp Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit32-amendedandrestat.htm) | | |

| 4.8 | | | [Seventeenth Supplemental Indenture dated as of May 17, 2024, by and among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S. Bank National Trust Company Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit42-seventeenthsuppl.htm) | | |

| 4.10 | | | [New Holding Company Guarantee, dated May 17, 2024, by Labcorp Holdings Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit43-guarantee.htm) | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

| 4.14 | | | [Third Supplemental Indenture, dated as of September 23, 2024, among Laboratory Corporation of America Holdings, as issuer, Labcorp Holdings Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 2034 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex44.htm) | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

| 10.21 | | | [Receivables Purchase Agreement, dated as of August 23, 2024, by and among Labcorp Receivables, LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000103/exhibit101receivablespurch.htm) | | |

| 10.22 | | | [First Amended Receivables Purchase Agreement, dated as of](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm) [](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm)[January 31, 2025, by and among Labcorp Receivables, LLC, as seller, persons from time to time party hereto, as](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm) [](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm)[purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm) [](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm)[Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm) [](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm)[to the Company’s Current Report on Form 8-K filed on January 31, 2025).](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm) | | |

| 10.23 | | | [Sale and Contribution Agreement, dated as of August 23, 2024, by and among each of the persons from time to time party hereto, as originators, Laboratory Corporation of America Holdings, as an originator and as servicer, and Labcorp Receivable LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000103/exhibit102saleagreement.htm) | | |

| 10.24 | | | [Performance Guaranty, dated as August 23, 2024, by Labcorp Holdings, Inc., in favor of PNC Bank National Association, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000103/exhibit103performanceguara.htm) | | |

| 10.25 | | | [Aircraft Time Sharing Agreement by and between Laboratory Corporation of America Holdings and Adam H. Schechter on November 18, 2024.](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit10252024.htm) | | |

| 19.1 | | | [Insider Trading Policy, revised March 2023](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit1912024.htm) | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

| | | | | | |

| 22.1 | | | [Subsidiary Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/920148/000092014825000032/exhibit2212024.htm) | | |

| | | | | | |

| | | | | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

| | | | | | | | | |

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

| 3.1 | | | Amended and Restated Certificate of Incorporation of the Company dated May 24, 2001 (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3, filed on October 19, 2001, File No. 333-71896). | | | | | |

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

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

| 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) | | | | | |

| 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) | | | | | |

| 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) | | | | | |

| 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) | | | | | |

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

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

| Dated: | | | February [removed: 26, 2024] [added: 25, 2025] | | | | | | | | |

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: 26, 2024] [added: 25, 2025] in the capacities indicated.

| /s/ [removed: GLENN] [added: JULIA] A. [removed: EISENBERG] [added: WANG] | | | | | | Executive Vice President, Chief Financial Officer | | |

| [removed: Glenn] [added: Julia] A. [removed: Eisenberg] [added: Wang] | | | | | | (Principal Financial Officer) | | |

| /s/ PETER J. WILKINSON | | | | | | Senior Vice [removed: President and] [added: President,] Chief Accounting Officer | | |

* Sandra [added: D.] van der Vaart, by her signing her name hereto, does hereby sign this Annual Report on behalf of the directors of the Registrant after whose typed names asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the [removed: Securities and Exchange Commission.][added: SEC.]

| By: | | | /s/ [removed: Sandra van der Vaart] [added: SANDRA D. VAN DER VAART] | | | | | |

| | | | Sandra [added: D.] van der Vaart | | | | | |

| [Report of Independent Registered Public Accounting Firm Deloitte & Touche [removed: LLP](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_160)] [added: LLP](#idc6aa49e667541a5bbedef4932f87087_163)] | | | PCAOB ID No. | | | 34 | | | [removed: F-[2](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_160)] [added: F-[2](#idc6aa49e667541a5bbedef4932f87087_163)] | | |

| [Consolidated Balance [removed: Sheets](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_166)] [added: Sheets](#idc6aa49e667541a5bbedef4932f87087_166)] | | | | | | | | | [removed: F-[6](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_166)] [added: F-[5](#idc6aa49e667541a5bbedef4932f87087_166)] | | |

| [Consolidated Statements of [removed: Operations](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_172)] [added: Operations](#idc6aa49e667541a5bbedef4932f87087_172)] | | | | | | | | | [removed: F-[7](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_172)] [added: F-[6](#idc6aa49e667541a5bbedef4932f87087_172)] | | |

| [Consolidated Statements of Comprehensive [removed: Earnings](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_175)] [added: Earnings](#idc6aa49e667541a5bbedef4932f87087_175)] | | | | | | | | | [removed: F-[8](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_175)] [added: F-[7](#idc6aa49e667541a5bbedef4932f87087_175)] | | |

| [Consolidated Statements of Changes in [removed: Shareholders' Equity](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_178)] [added: Shareholders’ Equity](#idc6aa49e667541a5bbedef4932f87087_178)] | | | | | | | | | [removed: F-[9](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_178)] [added: F-[8](#idc6aa49e667541a5bbedef4932f87087_178)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_181)] [added: Flows](#idc6aa49e667541a5bbedef4932f87087_181)] | | | | | | | | | [removed: F-[10](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_181)] [added: F-[9](#idc6aa49e667541a5bbedef4932f87087_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_184)] [added: Statements](#idc6aa49e667541a5bbedef4932f87087_184)] | | | | | | | | | [removed: F-[11](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_184)] [added: F-[10](#idc6aa49e667541a5bbedef4932f87087_184)] | | |

To the shareholders and the Board of Directors of [removed: Laboratory Corporation of America] [added: Labcorp] Holdings [added: Inc.]

We have audited the accompanying consolidated balance sheets of [removed: Laboratory Corporation of America] [added: Labcorp] Holdings [added: Inc.] and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive earnings, changes in shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "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: 2023,] [added: 2024,] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control [removed: –] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 26, 2024,] [added: 25, 2025,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

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

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The Company recognizes Dx revenue and accounts receivable net of negotiated discounts and anticipated adjustments, including historical collection experience for each of its four payer portfolios (clients, patients, Medicare & Medicaid, and [removed: third party).][added: third-party).]

- We tested the completeness and accuracy of underlying historical data used as an input to [removed: management’s methodology and] our independent estimate.

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

We have audited the internal control over financial reporting of [removed: Laboratory Corporation of America] [added: Labcorp] Holdings [added: Inc.] and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 26, 2024,] [added: 25, 2025,] expressed an unqualified opinion on those financial statements.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

LABCORP HOLDINGS INC. AND SUBSIDIARIES

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

February 25, 2025

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

To the shareholders and the Board of Directors of Labcorp Holdings Inc.

/s/ Deloitte & Touche LLP

February 25, 2025

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[Index](#i002b8ba57e3e4b34b4b16f2f9dc2c7e6_7)

LABORATORY CORPORATION OF AMERICA HOLDINGS

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

| Jean-Luc Bélingard | | | | | | | | |

| R. Sanders Williams, M.D. | | | | | | | | |

LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES

Critical Audit Matter Description

*How the Critical Audit Matter Was Addressed in the Audit*

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

*Critical Audit Matter Description*

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”).