Labcorp Holdings (LH) 10-K risk factor changes: FY2025 vs FY2024

The Company’s business, consolidated financial condition, revenues, results of operations, profitability, [removed: reputation] [added: reputation,] or cash flows could be materially impacted by any of these factors.

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

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

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

Significant changes in global economic conditions, [removed: and an increase in the costs of goods] [added: inflationary pressures,] and [removed: services,] [added: credit market volatility] could negatively [removed: impact] [added: affect] testing volumes, the demand for biopharma laboratory services, cash collections, profitability, and [removed: the availability and cost of credit.][added: access to financing.]

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

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

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

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

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

In addition, the success of the Company’s early discovery, clinical, and commercial laboratories also [removed: depend] [added: depends] on employing and retaining qualified and experienced professionals, including specialists, who perform laboratory research activities and testing services.

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

Continued changes in healthcare reimbursement models and products (e.g., health insurance exchanges), changes in government payment and reimbursement systems, or changes in payer mix, including an increase in third-party benefits management and value-based payment models, could have a material adverse effect on the Company’s revenues, [removed: profitability] [added: profitability,] and cash flow.

BLS [removed: assists] [added: supports] pharmaceutical, biotechnology, and medical device companies in navigating the regulatory approval [added: and post-approval compliance requirements] process.

As further described in Item 1 and Item 1A of Part I of this Annual Report, both Dx and BLS operate in [added: highly] competitive [removed: industries.][added: industries and selection of a commercial laboratory or a drug development partner is based on a number of competitive factors.]

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

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

[removed: In addition, a reduction] [added: A decline] in [removed: tests ordered] [added: test orders] or [removed: specimens submitted by existing customers, a decrease in demand for the Company’s services] [added: specimen volume] from existing customers, or the loss of existing [removed: contracts,] [added: contracts] without offsetting growth in its customer base, could impact the Company’s ability to successfully grow its business and could have a material adverse effect on the Company’s revenues and profitability.

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

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

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

Such discontinuations or recalls could adversely [removed: affect] [added: impact] the Company’s costs, testing volume and revenue.

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, [removed: acquire] [added: acquire,] or license new and improved technologies on favorable terms and to obtain [added: appropriate coverage and reimbursement for these technologies.]

Similarly, application of [removed: artificial intelligence] [added: AI] to testing could reduce demand for the Company’s services, or competitors could adopt use of these technologies and derive benefits from them sooner than the [removed: Company.][added: Company, which could adversely affect the Company’s business.]

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

[removed: A significant disruption to these travel systems, or the Company’s access to them,] [added: Adverse results in material litigation matters] could have a material adverse effect on the Company’s [removed: business.][added: business.]

Since January 1, [removed: 2020,] [added: 2021,] the Company has invested net cash of approximately [removed: $3.4] [added: $3.8] billion in strategic business acquisitions.

However, the Company cannot assure that it will be able to identify acquisition targets that are attractive to the Company or that are of a large enough size to have a meaningful impact on the Company’s [removed: operating results.][added: results of operations.]

Additionally, future labor agreements, [removed: or renegotiation of labor agreements or provisions] [added: renegotiations] of labor agreements, or changes in labor or employment laws, could compromise its service reliability and significantly increase its costs, which could have a material adverse effect [removed: upon] [added: on] the Company’s business.

This competition and increased [removed: customer] bargaining power may adversely affect the [removed: price] [added: pricing] and volume of the Company’s services.

In addition, as [removed: the broader healthcare industry trend of consolidation continues, including the acquisition of physician practices by] health [removed: systems,] [added: systems acquire physician practices, maintaining strong] relationships with hospital-based [removed: health] systems and integrated delivery networks [removed: are becoming] [added: is] increasingly [removed: important.][added: important to the Company’s business.]

Dx’s inability to retain its existing relationships with those physicians as they become part of healthcare systems and networks and/or [removed: to] create new relationships could impact its ability to successfully grow [added: and maintain] its [added: business, which could adversely affect the Company’s] business.

Many of the Company’s [removed: facilities] [added: facilities,] or the operations conducted therein could be difficult to replace in a short period of time.

A failure to establish, update, or perform in accordance with those systems or processes could [removed: adversely affect the Company’s business operations, resulting] [added: result] in the loss of customers, loss or suspension of licensure or certifications, [added: or] imposition of sanctions or other penalties, [removed: damage to] [added: among other things, which could adversely affect] the Company’s [removed: reputation, or other adverse effects.][added: business and reputation.]

A significant increase in the Company’s days sales outstanding could have an adverse effect on the Company’s business, including [removed: its cash flow,] by increasing its bad debt or decreasing its cash flow.

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

[removed: Although] [added: While] BLS [removed: does not face the same level of complexity in its] [added: faces less] billing [removed: processes, it could also experience] [added: complexity,] delays in billing or [removed: collection, and a material increase in BLS’s days sales outstanding] [added: collections] could [added: similarly] have an adverse effect on the Company’s business, including potentially decreasing [removed: its] cash flows.

BLS’s revenues depend on [added: R&D spending by companies in] the pharmaceutical, biotechnology and medical device industries.

The Company [removed: has business and operations outside the U.S.,] [added: operates internationally] and BLS derives a significant portion of its revenues from [removed: international] [added: non-U.S.] operations.

Since the Company’s Consolidated Financial Statements are denominated in [removed: U.S. dollars,] [added: USD,] fluctuations in [added: foreign currency] exchange rates [removed: from period to period will have an] [added: may] impact [removed: on] reported [removed: results.][added: financial results, especially when costs and revenues are denominated in different currencies.]

These disruptions may temporarily reduce testing volumes, delay study progress, hinder specimen transport, limit access to laboratories and IT systems, and interrupt supply deliveries.

They may also affect customer operations, further decreasing demand.

Prolonged disruptions caused by such events, especially in key operational locations, could harm the Company’s results of operations.

The Company’s diagnostic testing services are primarily billed to third parties, including MCOs, employer plans, and other health insurance providers.

A shift toward a higher mix of government and MCO payers may adversely effect revenues due to lower reimbursement rates.

Ongoing efforts by payers to reduce reimbursement, tighten payment policies, and control utilization are expected to continue.

If the Company cannot offset these reductions through cost efficiencies, increased volume or new services, its revenues, profitability, and cash flows may be materially impacted.

PAMA has already reduced Medicare reimbursement rates for many tests, and further reductions are expected, although rate reductions are frozen for 2026 and capped at 15% per year for 2027-2029.

Delays and changes in coding, billing, and payer policies have historically impacted

revenue and margins, and similar disruptions may continue.

Increasing patient cost-sharing and evolving value-based care models also pose collection challenges and may affect the Company’s ability to attract and retain MCOs.

Changes in government regulations, whether easing or tightening requirements and changes in government operations, including staff reductions and reorganization efforts, could reduce the demand for BLS’s services or make them less competitive.

Additionally, efforts to control drug and device costs, or changes in insurer reimbursement practices, may lead customers to reduce R&D spending, which could adversely affect BLS’s business.

Dx’s or BLS’s inability to compete effectively with other businesses as it relates to certain competitive factors, including the factors mentioned above, could have an adverse effect on the Company’s revenues and profitability.

The Company’s growth depends on attracting new customers and business partners while retaining existing relationships.

Despite having proprietary transport capabilities, the Company remains dependent on third parties for critical supplies and services, including transportation, laboratory materials, and specialized animal populations.

Disruptions in supply chains or access to transport—due to factors such as geopolitical instability, public health crises, natural disasters, or vendor noncompliance—have impacted, and could in the future materially impact, the Company’s operations.

Consolidation of healthcare companies and providers, including pharmaceutical, biotechnology, and medical device companies, health systems, and physician practices through horizontal and vertical mergers, acquisitions, and partnerships, is increasing competition and giving some combined companies greater control over more aspects of healthcare, including increased bargaining power.

The Company enters into fixed-price and capped fee-for-service contracts, bearing financial risk if costs exceed estimates or pricing is insufficient.

Many BLS contracts may be terminated or reduced in scope, including for reasons such as safety issues, undesired product results, insufficient clinical trial or investigator enrollment, customer decisions to halt development, or failure to perform contractual obligations.

Loss, reduction, or delay of large or multiple contracts could materially adversely affect BLS’s business, results of operations, financial condition, and cash flows.

Billing for laboratory services is a complex process due to varying billing requirements across different payers, including physicians, patients, health plans, Medicare, and Medicaid.

BLS’s revenues are closely tied to R&D spending by pharmaceutical, biotechnology, and medical device companies, which may depend on access to capital and reimbursement from payers.

Economic conditions, industry trends, or funding constraints could lead to reduced or delayed R&D activity or outsourcing, materially impacting BLS’s business and financial performance.

Higher interest rates and changes in debt ratings could increase borrowing costs and reduce access to capital.

Additional debt or credit arrangements may further restrict operations and liquidity.

The Company may incur additional long-term debt, which could further increase its obligations and business restrictions.

The Company’s quarterly results of operations may vary significantly from quarter to quarter making it harder to predict future results.

The Company collects, stores, transmits, and processes personal and financial information, and works with third-party service providers in connection with such data processing activities.

A compromise of the Company’s or a vendor’s systems that results in confidential information being acquired, accessed, or changed by unauthorized persons, or failure to meet security standards, such as the HIPAA security regulations and the Payment Card Industry Data Security Standard, could harm the Company’s reputation, operations, financial condition, and liquidity, and may result in litigation, fines, or regulatory actions.

System failures, cybersecurity incidents, disruptions, or other issues affecting information technology systems could impair data processing, service delivery, billing, and customer communications.

The Company also relies on third parties for critical services, including transportation, supplies, and data processing and expects them to comply with applicable laws and regulations, including environmental, health and safety, and privacy and data security laws.

Failures by these providers, whether operational, legal, or cybersecurity-related, and issues affecting their information technology systems, could disrupt services, compromise personal or other confidential information, expose the Company to liability and could materially impact its business, even if the Company is not responsible for the underlying cause of any such failure or issue.

In addition, the Company may be subject to regulatory, contractual, or other obligations arising from any such failure or issues.

Despite contingency plans, risks remain, and a significant information technology system disruption could adversely affect the Company’s reputation, operations, financial condition, and profitability.

The Company continues to face cybersecurity threats, including ransomware attempts, data breaches, and phishing and social engineering attempts targeting its systems and its employees, and those of third-party vendors.

Increasingly sophisticated methods, including the use of AI by threat actors, heighten these risks.

The Company has implemented a formal cybersecurity program; however, threat actors’ techniques continue to evolve and may not be identifiable until deployed, which could limit the Company’s ability to prevent unauthorized access, data compromise, service disruption, or fraudulent activity.

The Company may be unable to anticipate and/or implement appropriate controls needed to protect against these evolving threats or be required to expend additional resources to prepare for and respond to any cybersecurity vulnerabilities.

Evolving threats may outpace defenses, requiring ongoing investment in security measures.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

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

Such events can also affect customer operations and thereby impact testing volume.

Long-term disruptions in the infrastructure and operations caused by such events (particularly involving locations in which the Company has operations), could harm the Company’s operating results.

The success of the Company is dependent in part on the efforts of key members of its management team.

Dx testing services are billed to MCOs, Medicare, Medicaid, physicians and physician groups, hospitals, patients, and employer groups.

Most testing services are billed to a party other than the physician or other authorized person who ordered the test.

Increases in the percentage of services billed to government and MCOs could have an adverse effect on the Company’s revenues.

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.

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.

In 2014, Congress passed PAMA, requiring Medicare to change the way payment rates are calculated for tests paid under the CLFS, and to base the payment on the weighted median of rates paid by private payers.

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.

Unless implementation of PAMA is further delayed or changed, additional reductions in reimbursements of $100.0 million are expected for 2026 from all payers affected by the CLFS.

The Company’s ability to attract and retain MCOs is critical given the impact of healthcare reform, changes in coverage and evolving value-based care and risk-based reimbursement delivery models (e.g., accountable care organizations (ACOs) and Independent Physician Associations (IPAs)).

A portion of the managed care fee-for-service revenues is collectible from patients in the form of deductibles, coinsurance and copayments.

As patient cost-sharing continues to increase, the Company’s collections may be adversely impacted.

In addition, Medicare and Medicaid and private insurers have increased their efforts to control the cost, utilization and delivery of healthcare services, including commercial laboratory services.

Measures to regulate healthcare delivery in general, and clinical laboratories in particular, have resulted in reduced prices, added costs and decreased test utilization for the commercial laboratory industry by increasing complexity and adding new regulatory and administrative requirements.

The Company has periodically experienced delays in the pricing and implementation of coding and billing changes among various payers, including Medicaid, Medicare and commercial carriers.

Payer policy changes in coverage, along with coding and billing changes, have had a negative impact over time on revenue, revenue per requisition, and margins and cash flows.

In 2024, limited coding and billing changes were implemented.

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

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.

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

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

To maintain and grow its business, the Company needs to obtain and retain new customers and business partners.

appropriate coverage and reimbursement for these technologies.

The Company depends on third parties to provide supplies and services critical to the Company’s business.

Although the Company has a significant proprietary network of ground and air transport capabilities, certain of the Company’s businesses are heavily reliant on third-party ground and air travel for transport of clinical trial and diagnostic testing supplies and specimens, research products, and people.

The Company is also reliant on an extensive network of third-party suppliers and vendors of certain services and products, including for certain animal populations.

Disruptions to the continued supply, or increases in costs, of these services, products, or animal populations may arise from export/import restrictions or embargoes, political or economic instability, pressure from animal rights activists, adverse weather, natural disasters, public health crises, transportation disruptions, cybersecurity incidents, or other causes, as well as from termination of relationships with suppliers or vendors for their failure to follow the Company’s performance standards and requirements.

Disruption of supply and services has impacted and could continue to impact or have a material adverse effect on the Company’s business.

Many healthcare companies and providers, including pharmaceutical, biotechnology and medical device companies, health systems, and physician practices are consolidating through mergers, acquisitions, joint ventures, and other types of transactions and collaborations.

In addition to these more traditional horizontal mergers that involve entities that previously competed against each other, the healthcare industry is experiencing an increase in vertical mergers, which involve entities that previously did not offer competing goods or services.

As the healthcare industry consolidates, competition to provide goods and services may become more intense, and vertical mergers may give those combined companies greater control over more aspects of healthcare, including increased bargaining power.

Dx has a well-established base of relationships with those systems and networks, including collaborative agreements.

The Company has many contracts that are structured as fixed-price for fixed-contracted services or fee-for-service with a cap.

The Company bears the financial risk if these contracts are underpriced or if contract costs exceed estimates.

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s revenues were [removed: $13,008.9,] [added: $13,951.7,] an increase of [removed: 7.0%] [added: 7.2%] from [removed: $12,161.6] [added: $13,008.9] for the corresponding period in [removed: 2023.][added: 2024.]

The [removed: 7.0%] [added: 7.2%] increase in revenues for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the corresponding period in [removed: 2023,] [added: 2024,] was primarily due to organic revenue of [removed: 3.9%,] [added: 4.4%,] acquisitions, net of divestitures of [removed: 2.8%,] [added: 2.5%,] and favorable foreign currency translation of [removed: 0.2%.][added: 0.4%.]

Acquisition and divestiture impact is considered for a [removed: twelve-month] [added: 12-month] period following the close of each transaction.

For [added: the] discussion of [removed: 2023] [added: 2024] results and comparison with [removed: 2022] [added: 2023] 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, [removed: 2023.][added: 2024.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | Change | | | | | | | | |

| Intercompany eliminations and other | | | [removed: (58.0)] [added: (23.0)] | | | | | | [removed: (27.7)] [added: (58.0)] | | | | | | | | | | | | [removed: 109.4] [added: 60.4] | | % | | | | | | |

Dx revenues for the year ended December 31, [removed: 2024,] [added: 2025,] were [removed: $10,144.3,] [added: $10,876.5,] an increase of [removed: 7.7%] [added: 7.2%] compared to revenues of [removed: $9,415.1] [added: $10,144.3] in the corresponding period in [removed: 2023.][added: 2024.]

The increase was [added: primarily] due to organic revenue of 4.1% and acquisitions, net of divestitures of [removed: 3.7%.][added: 3.2%, partially offset by unfavorable foreign currency translation of 0.1%.]

[removed: Total] [added: Dx total] volume, measured by requisitions, increased by [removed: 5.3%] [added: 3.7%,] as [removed: acquisitions, net of divestitures, volume contributed growth of 2.7%, and] organic volume increased by [removed: 2.6%.][added: 2.2% and acquisition volume, net of divestitures, contributed 1.5%.]

Price/mix increased by [removed: 2.5%] [added: 3.5%] due to organic [removed: Base Business] growth of [removed: 2.1%] [added: 1.9%] and acquisitions, net of divestitures, of [removed: 1.0%,] [added: 1.7%,] partially offset by [removed: a decrease in COVID-19 Testing] [added: unfavorable foreign currency translation] of [removed: 0.5%.][added: 0.1%.]

BLS revenues for the year ended December 31, [removed: 2024,] [added: 2025,] were [removed: $2,922.6,] [added: $3,098.2,] an increase of [removed: 5.3%] [added: 6.0%] over revenues of [removed: $2,774.2] [added: $2,922.6] in the corresponding period in [removed: 2023.][added: 2024.]

The increase in revenues was primarily due to organic growth of [removed: 4.3%] [added: 4.0%] and favorable foreign currency translation of [removed: 1.1%.][added: 2.0%.]

| Cost of revenues | | | $ | [removed: 9,384.5] [added: 9,939.2] | | | | | $ | [removed: 8,796.7] [added: 9,384.5] | | | | | | | | | | | [removed: 6.7] [added: 5.9] | | % | | | | | | |

| Cost of revenues as a [removed: %] [added: percentage] of revenues | | | [removed: 72.1] [added: 71.2] | | % | | | | [removed: 72.3] [added: 72.1] | | % | | | | | | | | | | | | | | | | | | |

Cost of revenues increased [removed: 6.7%] [added: 5.9%] for the year ended December 31, [removed: 2024,] [added: 2025,] as compared with corresponding period in [removed: 2023,] [added: 2024,] and decreased as a percentage of revenues to [removed: 72.1%] [added: 71.2%] for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to [removed: 72.3%] [added: 72.1%] for [added: the] corresponding period in [removed: 2023.][added: 2024.]

Selling, [removed: General] [added: General,] and Administrative Expenses

| Selling, [removed: general] [added: general,] and administrative expenses | | | $ | [removed: 2,230.0] [added: 2,216.3] | | | | | $ | [removed: 2,021.4] [added: 2,230.0] | | | | | | | | | | | [removed: 10.3] [added: (0.6)] | | % | | | | | | |

Selling, [removed: general] [added: general,] and administrative expenses as a percentage of revenues [removed: increased] [added: decreased] to [removed: 17.1%] [added: 15.9%] for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to [removed: 16.6%] [added: 17.1%] for the [removed: corresponding period in 2023.][added: year ended December 31, 2024.]

| Goodwill and other asset impairments | | | $ | [removed: 5.3] [added: 4.3] | | | | | $ | [removed: 349.0] [added: 5.3] | | | | | | | | | | | [removed: (98.5)] [added: (18.9)] | | % | | | | | | |

| Amortization of intangibles and other assets | | | $ | [removed: 256.4] [added: 280.0] | | | | | $ | [removed: 219.8] [added: 256.4] | | | | | | | | | | | [removed: 16.7] [added: 9.2] | | % | | | | | | |

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to December 31, [removed: 2023.][added: 2024.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | Change | | | | | | | | | [removed: | | |]

| Restructuring and other charges | | | $ | [removed: 46.0] [added: 127.2] | | | | | $ | [removed: 49.1] [added: 46.0] | | | | | | | | | | | [removed: (6.3)] [added: 176.5] | | % | | | | | | | | | |

The charges were comprised of $43.0 in severance and other personnel [removed: costs,] [added: costs] and $5.9 in facility-related costs primarily associated with general integration activities.

For the year ended December 31, [removed: 2023,] [added: 2025,] the Company recorded net restructuring charges of [removed: $49.1.][added: $127.2, including $105.5 of charges associated with the restructuring of ED.]

| Interest expense | | | $ | [removed: 208.3] [added: 224.1] | | | | | $ | [removed: 199.6] [added: 208.3] | | | | | | | | | | | [removed: 4.4] [added: 7.6] | | % | | | | | | |

Equity Method [removed: Income,] [added: Loss,] Net

| Equity method [removed: income,] [added: loss,] net | | | $ | [removed: (1.4)] [added: (13.3)] | | | | | $ | (1.4) | | | | | | | | | | | [removed: —] [added: (866.3)] | | % | | | | | | |

Equity method [removed: income,] [added: loss,] net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the health care [removed: industry, which remained flat in the year ended December 31, 2024, as compared with the corresponding period in 2023.][added: industry.]

| Other, net | | | $ | [removed: 60.2] [added: (55.0)] | | | | | $ | [removed: 15.5] [added: 60.2] | | | | | | | | | | | [removed: 288.4] [added: (191.4)] | | % | | | | | | |

[added: The change in] Other, net for the year ended December 31, [added: 2025, as compared to the year ended December 31,] 2024, was primarily due to [removed: $80.0] [added: the TSA expiration resulting in a $76.2 decrease] of [removed: transition services] fees charged to Fortrea [added: for the year ended December 31, 2025, as compared with the corresponding period in 2024,] related to [added: the provision of] administrative and [removed: IT] [added: information technology] systems support.

The costs to provide these [added: transition] services [removed: are] [added: were] included in [removed: operating] [added: Operating] income, but the service fees [removed: are] [added: were] included in [removed: other income.][added: Other, net.]

[removed: Operating Results] [added: Results of Operations] by Segment

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | [added: | | |] Change | | | | | | [added: | | |]

| Dx segment operating income | | | $ | [removed: 1,606.3] [added: 1,779.9] | | | | | $ | [removed: 1,591.3] [added: 1,606.3] | | | | | [added: 10.8] | | [added: %] | [removed: 0.9] | | [removed: %] | | | |

| Dx segment operating margin | | | [removed: 15.8] [added: *16.4*] | | [removed: %] [added: *%*] | | | | [removed: 16.9] [added: *15.8*] | | [removed: %] [added: *%*] | | | | [added: 0.5] | | [added: %] | [removed: (1.1)] [added: (1)] | | [removed: %] | | | |

| BLS segment operating income | | | [removed: 458.9] [added: 498.5] | | | | | | [removed: 396.3] [added: 458.9] | | | | | | [added: 8.6] | | [added: %] | [removed: 15.8] | | [removed: %] | | | |

| BLS segment operating margin | | | [removed: 15.7] [added: *16.1*] | | [removed: %] [added: *%*] | | | | [removed: 14.3] [added: *15.7*] | | [removed: %] [added: *%*] | | | | [added: 0.4] | | [added: %] | [removed: 1.4] | | [removed: %] | | | |

| Segment operating income | | | [removed: 2,065.2] [added: 2,278.4] | | | | | | [removed: 1,987.6] [added: 2,065.2] | | | | | | [added: 10.3] | | [added: %] | [removed: 3.9] | | [removed: %] | | | |

| General corporate and unallocated expenses | | | [removed: (670.8)] [added: (482.2)] | | | | | | [removed: (644.1)] [added: (670.8)] | | | | | | [added: (28.1)] | | [added: %] | [removed: 4.1] | | [removed: %] | | | |

On June 30, 2023, the Company completed the Spin-off.

The TSA dated June 29, 2023 between Fortrea and LCAH expired on June 30, 2025, and all services provided under the TSA terminated on or before the expiration date.

On July 4, 2025, the U.S. government enacted the OBBBA, which includes provisions addressing regulations and federal funding affecting healthcare.

These provisions include, but are not limited to, changes to Medicaid and the ACA, and could lead to revised regulatory requirements and reduced federal funding.

As a result of these changes, the Company could experience a decline in utilization of its diagnostics testing services due to a reduction in overall insurance coverage, which may cause the Company’s revenue to decrease.

However, the Company currently believes any such reduction would not likely have a material impact on its results of operations in future periods.

The potential impacts described above represent the Company’s assessment at this time, and the Company will continue to evaluate the impact of the OBBBA on its business and operations, if any, as the legislation’s provisions continue to become effective through 2028.

| Dx | | | $ | 10,876.5 | | | | | $ | 10,144.3 | | | | | | | | | | | 7.2 | | % | | | | | | |

| BLS | | | 3,098.2 | | | | | | 2,922.6 | | | | | | | | | | | | 6.0 | | % | | | | | | |

| Total | | | $ | 13,951.7 | | | | | $ | 13,008.9 | | | | | | | | | | | 7.2 | | % | | | | | | |

This decrease was primarily due to operational efficiencies and the impact from revenue growth, including the performance of Invitae.

| Selling, general, and administrative expenses as a percentage of revenues | | | 15.9 | | % | | | | 17.1 | | % | | | | | | | | | | | | | | | | | | |

The decrease was primarily due to growth in demand as the Company leveraged the growth of its revenues and a decrease in costs related to the Spin-off, partially offset by higher personnel costs and the impact from Invitae.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

The impairment charges for the year ended December 31, 2025, were primarily due to the write-off of certain facility-related assets and capitalized software costs.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | | | | |

The charges were comprised of $101.3 in long-lived asset impairment and other non-cash charges, $27.2 in severance and other personnel costs, $17.9 in facility-related costs, and $13.9 in contract termination costs.

The charges were adjusted by the reversal of previously established liabilities of $33.1.

The charges were adjusted by the reversal of previously established liabilities of $2.9.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

For the year ended December 31, 2025, interest expense increased 7.6% as compared with the corresponding period in 2024.

The increase was primarily due to higher weighted-average interest rates during the year ended December 31, 2025, when compared to the year ended December 31, 2024.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

The increase in Equity method loss, net for the year ended December 31, 2025, as compared with the corresponding period in 2024, was primarily due to the loss recognized from the SYNLAB investment that closed in the first quarter of 2025.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

In addition, there were net investment losses of $42.6, recorded during the year ended December 31, 2025, compared to net investment losses of $11.4 for the corresponding period of 2024, which are primarily driven by a decrease in the value of investments in other companies or investment funds that develop technology relating to the Company’s operations.

| | | | 2025 | | | | | | 2024 | | | | | | | | |

| Provision for income taxes | | | $ | 229.8 | | | | | $ | 212.4 | | | | | | | |

| Provision for income taxes as a percentage of earnings from operations before income taxes | | | 20.7 | | % | | | | 22.1 | | % | | | | | | |

The decrease in the effective tax rate for the year ended December 31, 2025, as compared with the corresponding period in 2024, was primarily attributable to the release of specific uncertain tax positions.

| | | | 2025 | | | | | | 2024 | | | | | | Change | | | | | | | | |

(1)Amount does not cross-foot due to rounding.

The increase in operating margin was primarily due to increased organic revenue growth, including the performance of Invitae.

| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | |

year ended December 31, 2024.

Among other things, this amendment extended the scheduled termination date to January 26, 2029 and permits the Company at its option to increase the facility limit from $700.0 to $825.0 at any time on or before May 29, 2026.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded the summarized

The Company has a noncancelable contract with a vendor to purchase inventory supplies pursuant to which the Company is obligated to make expected total future minimum payments of $129.2, including $34.7 in 2026, $20.5 in 2027, and $74.0 in 2028.

At December 31, 2025, and in connection with the pending acquisitions of select clinical laboratory assets from Empire City Laboratories, Inc. (Empire City) and select assets of the outreach business from Parkview Health System, Inc. (Parkview), the Company expects to pay up to $415.0, which includes $85.0 of consideration contingent on performance.

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.

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.

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

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

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

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%.

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

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

This decrease in cost of revenues as a percentage of revenues was primarily due to higher organic demand and LaunchPad savings, partially offset by higher personnel costs and lower COVID-19 Testing.

| SG&A as a % of revenues | | | 17.1 | | % | | | | 16.6 | | % | | | | | | | | | | | | | | | | | | |

The increase in selling, general and administrative expenses as a percentage of revenues is primarily due to higher personnel costs, a reduction in COVID-19 Testing revenues, and the impact from the Invitae transaction, partially offset by LaunchPad savings and demand.

The impairment charges for the year ended December 31, 2023, were primarily comprised of $333.6 of goodwill impairment for the ED reporting unit, which is part of the BLS segment.

The charges were adjusted by the reversal of previously established liability of $2.5 in unused severance and $0.4 in unused facility-related costs.

The charges were comprised of $33.4 in severance and other personnel costs and $22.3 in facility-related costs primarily associated with general integration activities.

The charges were adjusted by the reversal of previously established liability of $1.7 in unused severance and $4.9 in unused facility-related costs.

The increase in interest expense for the year ended December 31, 2024, as compared with the corresponding period in 2023 is primarily due to higher borrowings under its revolving credit facility, senior notes, and the new accounts receivable securitization facility.

In addition, the Company recorded a $6.4 gain related to the divestiture of Beacon Laboratory Benefit Solutions, Inc. This income was partially offset by foreign currency transaction losses of $15.3 and an $11.4 loss on investments.

Other, net for the year ended December 31, 2023, was primarily due to $46.1 of transition services fees charged to Fortrea related to administrative and IT systems support, partially offset by pension plan settlement charges of $10.9 and a $4.8 loss on investments.

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

| Income tax expense | | | $ | 212.4 | | | | | $ | 188.5 | | | | | | | |

| Income tax expense as a % of income before tax | | | 22.1 | | % | | | | 33.1 | | % | | | | | | |

The decrease in effective tax rate as compared with the prior year is primarily attributable to the unfavorable impact of the prior year goodwill impairment of the ED reporting unit, while no goodwill impairment was recognized during the year ended December 31, 2024.

The increase was primarily due to organic growth and LaunchPad savings, partially offset by higher personnel costs.

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

| Net cash impact from discontinued operations | | | — | | | | | | 1,600.4 | | | | | | | | | | | | | | |

On September 23, 2024, the Company, the Issuer and the Trustee entered into supplemental indentures to the 2024 Indenture under which the Issuer issued, and the Company guaranteed, $2,000.0 in debt securities, consisting of $650.0 aggregate principal amount of 4.35% senior notes due 2030, $500.0 aggregate principal amount of 4.55% senior notes due 2032, and $850.0 aggregate principal amount of 4.80% senior notes due 2034, with interest payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2025.

Net proceeds from these offerings were approximately $1,983.0 after deducting underwriting discounts and other estimated expenses of the offering.

The net proceeds were used to redeem or repay indebtedness and, to the extent not used for such purpose, for other general corporate purposes.

Indebtedness redeemed or repaid or to be redeemed or repaid at or prior to maturity were the Company’s 2.30% senior notes due December 2024, its 3.60% senior notes due February 2025, and $500.0 of borrowings under its revolving credit facility.

On January 13, 2023, LCAH amended and restated its revolving credit facility.

It consists of a five-year revolving facility in the principal amount of up to $1,000.0, with the option of increasing the facility by up to an additional $500.0, subject to the agreement of one or more new or existing lenders to provide such additional amounts and certain other customary conditions.

The Company is required to pay a facility fee on the aggregate commitments under the revolving credit facility, at a per annum rate ranging from 0.100% to 0.225%, depending on the Company’s debt ratings.

Borrowings under the revolving credit facility will accrue interest at a per annum rate equal to, at the Company’s election, either (x) a LIBOR (changed to SOFR in 2023) rate plus a margin ranging from 0.775% to 1.275% or (y) a base rate plus a margin ranging from 0% to 0.275%, in each case, depending on the Company’s debt ratings.

On August 23, 2024, the Company and a bankruptcy-remote special purpose vehicle entered into a $300.0 three-year accounts receivable securitization facility with PNC Bank, National Association (PNC) as administrative agent (AR Facility).

The Company addresses its exposure to market risks, principally the market risks associated with changes in foreign currency exchange rates and interest rates, through a controlled program of risk management that includes, from time to time, the use of derivative financial instruments such as foreign currency forward contracts, cross currency [removed: swaps] [added: swaps,] and interest rate swap agreements.

Approximately [removed: 13.7%] [added: 13.5%] and [removed: 12.9%] [added: 13.7%] of the Company’s revenues for the year ended December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively, were denominated in currencies other than the [removed: U.S. dollar (USD).][added: USD.]

In [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the most significant currency exchange rate exposures were to the [removed: Canadian Dollar,] [added: CAD,] Swiss Franc, Euro, and British Pound.

Excluding the impacts from any outstanding or future hedging transactions, a hypothetical change of 10% in average exchange rates used to translate all foreign currencies to USD would have impacted income before income taxes for [removed: 2024] [added: 2025] by approximately [removed: $27.4.][added: $31.7.]

Accumulated currency translation adjustments recorded as a separate component of Shareholders’ equity were [removed: $(217.1)] [added: $231.7] and [removed: $183.1] [added: $(217.1)] for the years ended December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.

At December 31, [removed: 2023,] [added: 2025,] the Company had [removed: 9] [added: eight] open foreign exchange forward contracts with various amounts maturing monthly through January [removed: 2024] [added: 2026] with a notional value totaling approximately [removed: $305.8.][added: $238.0.]

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

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

[removed: (In] [added: (Dollars and Shares in] Millions, Except Per Share Data)

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 1,518.7] [added: 532.3] | | | | | $ | [removed: 536.8] [added: 1,518.7] | |

| Accounts receivable, net | | | [removed: 1,944.1] [added: 2,103.8] | | | | | | [removed: 1,913.3] [added: 1,944.1] | | |

| Unbilled [removed: services] [added: services, net] | | | [removed: 152.9] [added: 156.9] | | | | | | [removed: 185.4] [added: 152.9] | | |

| Supplies inventory | | | [removed: 493.2] [added: 534.7] | | | | | | [removed: 474.6] [added: 493.2] | | |

| Prepaid expenses and other | | | [removed: 697.6] [added: 692.8] | | | | | | [removed: 655.3] [added: 697.6] | | |

| Total current assets | | | [removed: 4,806.5] [added: 4,020.5] | | | | | | [removed: 3,765.4] [added: 4,806.5] | | |

| Property, [removed: plant] [added: plant,] and equipment, net | | | [removed: 3,045.4] [added: 3,081.5] | | | | | | [removed: 2,911.8] [added: 3,045.4] | | |

| Goodwill, net | | | [removed: 6,369.7] [added: 6,789.5] | | | | | | [removed: 6,142.5] [added: 6,369.7] | | |

| Intangible assets, net | | | [removed: 3,488.9] [added: 3,596.0] | | | | | | [removed: 3,342.0] [added: 3,488.9] | | |

| Joint venture partnerships and equity method investments | | | [removed: 16.3] [added: 153.9] | | | | | | [removed: 26.9] [added: 16.3] | | |

| Other assets, net | | | [removed: 652.2] [added: 751.3] | | | | | | [removed: 536.5] [added: 652.2] | | |

| Total assets | | | $ | [removed: 18,379.0] [added: 18,392.7] | | | | | $ | [removed: 16,725.1] [added: 18,379.0] | |

| Accounts payable | | | $ | [removed: 875.8] [added: 840.8] | | | | | $ | [removed: 827.5] [added: 875.8] | |

| Accrued expenses and other | | | [removed: 871.2] [added: 847.8] | | | | | | [removed: 804.0] [added: 871.2] | | |

| Unearned revenue | | | [removed: 392.2] [added: 439.1] | | | | | | [removed: 421.7] [added: 392.2] | | |

| Short-term operating lease liabilities | | | [removed: 184.6] [added: 191.1] | | | | | | [removed: 165.8] [added: 184.6] | | |

| Short-term finance lease liabilities | | | [removed: 6.1] [added: 4.6] | | | | | | [removed: 6.4] [added: 6.1] | | |

| Short-term borrowings and current portion of long-term debt | | | [removed: 1,000.3] [added: 500.1] | | | | | | [removed: 999.8] [added: 1,000.3] | | |

| Total current liabilities | | | [removed: 3,330.2] [added: 2,823.5] | | | | | | [removed: 3,225.2] [added: 3,330.2] | | |

| Long-term [removed: debt, less current portion] [added: debt] | | | [removed: 5,331.2] [added: 5,084.6] | | | | | | [removed: 4,054.7] [added: 5,331.2] | | |

| Operating lease liabilities | | | [removed: 676.3] [added: 682.6] | | | | | | [removed: 648.9] [added: 676.3] | | |

| Financing lease liabilities | | | [removed: 74.3] [added: 63.0] | | | | | | [removed: 78.6] [added: 74.3] | | |

| Deferred income taxes and other tax liabilities | | | [removed: 383.1] [added: 454.5] | | | | | | [removed: 417.9] [added: 383.1] | | |

| Other liabilities | | | [removed: 517.4] [added: 647.8] | | | | | | [removed: 409.3] [added: 517.4] | | |

| Total liabilities | | | [removed: 10,312.5] [added: 9,756.0] | | | | | | [removed: 8,834.6] [added: 10,312.5] | | |

| Noncontrolling interest | | | [removed: 14.3] [added: 16.9] | | | | | | [removed: 15.5] [added: 14.3] | | |

| Common stock, [removed: 83.4] [added: 82.2] and [removed: 83.9] [added: 83.4] shares outstanding at December 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 7.6] [added: 7.5] | | | | | | [removed: 7.7] [added: 7.6] | | |

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

| Retained earnings | | | [removed: 8,303.4] [added: 8,639.9] | | | | | | [removed: 7,888.2] [added: 8,303.4] | | |

| Accumulated other comprehensive loss | | | [removed: (261.6)] [added: (27.6)] | | | | | | [removed: (59.3)] [added: (261.6)] | | |

| Total shareholders’ equity | | | [removed: 8,052.2] [added: 8,619.8] | | | | | | [removed: 7,875.0] [added: 8,052.2] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 18,379.0] [added: 18,392.7] | | | | | $ | [removed: 16,725.1] [added: 18,379.0] | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | $ | [removed: 13,008.9] [added: 13,951.7] | | | | | $ | [removed: 12,161.6] [added: 13,008.9] | | | | | $ | [removed: 11,863.9] [added: 12,161.6] | |

| Cost of revenues | | | [removed: 9,384.5] [added: 9,939.2] | | | | | | [removed: 8,796.7] [added: 9,384.5] | | | | | | [removed: 8,155.0] [added: 8,796.7] | | |

| Gross profit | | | [removed: 3,624.4] [added: 4,012.5] | | | | | | [removed: 3,364.9] [added: 3,624.4] | | | | | | [removed: 3,708.9] [added: 3,364.9] | | |

| Selling, [removed: general] [added: general,] and administrative expenses | | | [removed: 2,230.0] [added: 2,216.3] | | | | | | [removed: 2,021.4] [added: 2,230.0] | | | | | | [removed: 1,763.1] [added: 2,021.4] | | |

| Amortization of intangibles and other assets | | | [removed: 256.4] [added: 280.0] | | | | | | [removed: 219.8] [added: 256.4] | | | | | | [removed: 193.6] [added: 219.8] | | |

| | | | 2025 | | | | | | 2024 | | |

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

(In Millions)

| Purchase of common stock | | | (0.2) | | | | | | (150.9) | | | | | | (298.9) | | | | | | | | | | | | — | | | | | | (450.0) | | |

| BALANCE AT DECEMBER 31, 2025 | | | $ | 7.5 | | | | | $ | — | | | | | $ | 8,639.9 | | | | | | | | | | | $ | (27.6) | | | | | $ | 8,619.8 | |

(In Millions)

| Net earnings | | | $ | 877.7 | | | | | $ | 747.1 | | | | | $ | 419.2 | |

| Non-cash portion of Restructuring and other charges | | | 101.3 | | | | | | — | | | | | | — | | |

These Consolidated Financial Statements are presented in accordance with the rules and regulations of the SEC and GAAP.

The total Cash and cash equivalent

Investments

The Company has investments in other companies or investment funds that develop technology relating to the Company’s operations.

The carrying value of these type of investments was $201.9 and $199.7 at December 31, 2025, and 2024, respectively, and are included within Other assets, net in the Company’s Consolidated Balance Sheet.

recognized in earnings.

Recent Accounting Pronouncements Not Yet Adopted

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05, *Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*.

This accounting pronouncement provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when measuring credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

The Company anticipates that adopting this accounting pronouncement will not have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, *Intangibles — Goodwill and Other — Internal-Use-Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software*.

This accounting pronouncement improves the operability of the existing guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027.

The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, *Interim Reporting (Topic 270): Narrow-Scope Improvements*.

This accounting pronouncement is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies.

ASU 2025-11 is effective for fiscal years beginning after December 15, 2027.

The Company is currently assessing the impact that adopting this accounting pronouncement will have on its future interim reporting.

In December 2025, the FASB issued ASU 2025-12, *Codification Improvements*.

This accounting pronouncement addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for fiscal years beginning after December 15, 2026.

The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the U.S. government enacted the OBBBA, which includes significant changes to federal tax law, including modifications to bonus depreciation, R&D expensing, and international tax regimes.

The tax provisions of the OBBBA will enable the Company to accelerate the realization of $194.7 of deferred tax assets relating to R&D costs over the next two years, but will have no material net impact within the Consolidated Statement of Operations.

On June 30, 2023, (the Distribution Date), Labcorp completed the Spin-off.

The TSA between Fortrea and LCAH expired on June 30, 2025, and all services provided under the TSA terminated on or before the expiration date.

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[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

| Purchase of common stock | | | (0.4) | | | | | | (144.1) | | | | | | (955.5) | | | | | | | | | | | | — | | | | | | (1,100.0) | | |

| Proceeds from exit from swaps | | | — | | | | | | — | | | | | | 2.9 | | |

| Less cash and cash equivalents of discontinued operations at the end of the period | | | — | | | | | | — | | | | | | 109.4 | | |

With nearly 70,000 employees, the Company serves clients in approximately 100 countries.

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.

The remaining operations of the previously reported Drug Development segment has been renamed the BLS segment.

Use of Estimates

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

development are expensed as incurred.

cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

accordingly, there is no impact to the Company’s Consolidated Statements of Operations.

On June 30, 2023 (the Distribution Date), Labcorp completed the previously announced separation from the Company of Fortrea, formerly the Company’s CDCS business, into a separate, publicly traded company.

| | | | 2023 | | | | | | 2022 | | |

| Payer/Customer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Dx* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

performed and the expected reimbursement.

customer.

| Unearned revenue | | | $ | 392.2 | | | | | $ | 421.7 | |

| Credit loss expense | | | 6.3 | | | | | | — | | | | | | 6.3 | | |

| Write-offs | | | (4.4) | | | | | | (3.0) | | | | | | (7.4) | | |

The credit loss expense in the year ended December 31, 2024, was mainly related to the collection risk for specific biotechnology receivable balances.

These acquisitions consisted of the clinical and outreach businesses of Baystate Medical Center ($120.5), Providence Medical Foundation ($55.1), Westpac Labs, Inc. ($97.7), Invitae Corporation ($240.8), BioReference Health ($237.6), and other business acquisitions ($87.9).

The Company will acquire the minority interest through an intermediate holding company that will be established to hold the investment with SYNLAB and will be represented on the holding company board with Cinven, Inc. and other investors.

The goodwill reflects the Company’s expectations to utilize the acquired businesses’ workforce and established relationships and the benefits of being able to leverage operational efficiencies with favorable growth opportunities in these markets.

2022

The purchase consideration for all acquisitions year to date has been allocated to the estimated fair market value of the net assets acquired, including approximately $542.3 in identifiable intangible assets and a residual amount of non-tax-deductible goodwill of approximately $598.5.

The amortization periods for intangible assets acquired from these transactions range from 15 to 19 years for customer relationships, 15 years for patents and technology, 5 years for non-compete agreements, and 5 to 10 years for trade names.

These acquisitions were made primarily to extend the Company’s geographic reach in important market areas and enhance the Company’s scientific differentiation.

The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired was recorded as goodwill.

The areas of the purchase price allocation

that were not yet finalized related primarily to Property, plant and equipment, Intangible assets, Goodwill and Deferred income taxes.

A summary of the net assets acquired in 2022 for these businesses is included below:

| Accounts receivable | | | $ | 4.1 | | $ | — | | $ | (1.3) | | $ | (2.3) | | $ | 0.5 | |

| Inventories | | | 2.5 | | | 24.6 | | | — | | | — | | | 27.1 | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

If [added: an] emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

As of June [removed: 28, 2024,] [added: 30, 2025,] 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 [removed: was] approximately [removed: $16.4] [added: $21.7] billion.

As of February [removed: 24, 2025,] [added: 23, 2026,] there were [removed: 83.7] [added: 82.4] million shares of the registrant’s common stock, $0.10 par value, outstanding.

Portions of the Registrant’s Notice of Annual Meeting and Proxy Statement to be filed no later than 120 days following December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III.

| Item 1. | | | [removed: [Business](#idc6aa49e667541a5bbedef4932f87087_19)] [added: [Business](#i1e0708a102d14187af25ab4fa7a84c67_19)] | | | [removed: [7](#idc6aa49e667541a5bbedef4932f87087_19)] [added: [7](#i1e0708a102d14187af25ab4fa7a84c67_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idc6aa49e667541a5bbedef4932f87087_70)] [added: Factors](#i1e0708a102d14187af25ab4fa7a84c67_70)] | | | [removed: [29](#idc6aa49e667541a5bbedef4932f87087_70)] [added: [22](#i1e0708a102d14187af25ab4fa7a84c67_70)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idc6aa49e667541a5bbedef4932f87087_73)] [added: Comments](#i1e0708a102d14187af25ab4fa7a84c67_73)] | | | [removed: [43](#idc6aa49e667541a5bbedef4932f87087_73)] [added: [32](#i1e0708a102d14187af25ab4fa7a84c67_73)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#idc6aa49e667541a5bbedef4932f87087_76)] [added: [Cybersecurity](#i1e0708a102d14187af25ab4fa7a84c67_76)] | | | [removed: [43](#idc6aa49e667541a5bbedef4932f87087_76)] [added: [32](#i1e0708a102d14187af25ab4fa7a84c67_76)] | | |

| Item 2. | | | [removed: [Properties](#idc6aa49e667541a5bbedef4932f87087_79)] [added: [Properties](#i1e0708a102d14187af25ab4fa7a84c67_79)] | | | [removed: [45](#idc6aa49e667541a5bbedef4932f87087_79)] [added: [34](#i1e0708a102d14187af25ab4fa7a84c67_79)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idc6aa49e667541a5bbedef4932f87087_82)] [added: Proceedings](#i1e0708a102d14187af25ab4fa7a84c67_82)] | | | [removed: [46](#idc6aa49e667541a5bbedef4932f87087_82)] [added: [35](#i1e0708a102d14187af25ab4fa7a84c67_82)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idc6aa49e667541a5bbedef4932f87087_85)] [added: Disclosures](#i1e0708a102d14187af25ab4fa7a84c67_85)] | | | [removed: [46](#idc6aa49e667541a5bbedef4932f87087_85)] [added: [35](#i1e0708a102d14187af25ab4fa7a84c67_85)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#idc6aa49e667541a5bbedef4932f87087_91)] [added: Securities](#i1e0708a102d14187af25ab4fa7a84c67_91)] | | | [removed: [47](#idc6aa49e667541a5bbedef4932f87087_91)] [added: [36](#i1e0708a102d14187af25ab4fa7a84c67_91)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#idc6aa49e667541a5bbedef4932f87087_94)] [added: [\[Reserved\]](#i1e0708a102d14187af25ab4fa7a84c67_94)] | | | [removed: [49](#idc6aa49e667541a5bbedef4932f87087_94)] [added: [37](#i1e0708a102d14187af25ab4fa7a84c67_94)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idc6aa49e667541a5bbedef4932f87087_97)] [added: Operations](#i1e0708a102d14187af25ab4fa7a84c67_97)] | | | [removed: [49](#idc6aa49e667541a5bbedef4932f87087_97)] [added: [38](#i1e0708a102d14187af25ab4fa7a84c67_97)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idc6aa49e667541a5bbedef4932f87087_109)] [added: Risk](#i1e0708a102d14187af25ab4fa7a84c67_109)] | | | [removed: [58](#idc6aa49e667541a5bbedef4932f87087_109)] [added: [47](#i1e0708a102d14187af25ab4fa7a84c67_109)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idc6aa49e667541a5bbedef4932f87087_112)] [added: Data](#i1e0708a102d14187af25ab4fa7a84c67_112)] | | | [removed: [59](#idc6aa49e667541a5bbedef4932f87087_112)] [added: [48](#i1e0708a102d14187af25ab4fa7a84c67_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idc6aa49e667541a5bbedef4932f87087_115)] [added: Disclosure](#i1e0708a102d14187af25ab4fa7a84c67_115)] | | | [removed: [59](#idc6aa49e667541a5bbedef4932f87087_115)] [added: [48](#i1e0708a102d14187af25ab4fa7a84c67_115)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idc6aa49e667541a5bbedef4932f87087_118)] [added: Procedures](#i1e0708a102d14187af25ab4fa7a84c67_118)] | | | [removed: [59](#idc6aa49e667541a5bbedef4932f87087_118)] [added: [48](#i1e0708a102d14187af25ab4fa7a84c67_118)] | | |

| Item 9B. | | | [Other [removed: Information](#idc6aa49e667541a5bbedef4932f87087_121)] [added: Information](#i1e0708a102d14187af25ab4fa7a84c67_121)] | | | [removed: [61](#idc6aa49e667541a5bbedef4932f87087_121)] [added: [49](#i1e0708a102d14187af25ab4fa7a84c67_121)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idc6aa49e667541a5bbedef4932f87087_127)] [added: Inspections](#i1e0708a102d14187af25ab4fa7a84c67_127)] | | | [removed: [61](#idc6aa49e667541a5bbedef4932f87087_127)] [added: [49](#i1e0708a102d14187af25ab4fa7a84c67_127)] | | |

| | | | [Part [removed: III](#idc6aa49e667541a5bbedef4932f87087_130)] [added: III](#i1e0708a102d14187af25ab4fa7a84c67_130)] | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idc6aa49e667541a5bbedef4932f87087_133)] [added: Governance](#i1e0708a102d14187af25ab4fa7a84c67_133)] | | | [removed: [62](#idc6aa49e667541a5bbedef4932f87087_133)] [added: [50](#i1e0708a102d14187af25ab4fa7a84c67_133)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idc6aa49e667541a5bbedef4932f87087_136)] [added: Compensation](#i1e0708a102d14187af25ab4fa7a84c67_136)] | | | [removed: [62](#idc6aa49e667541a5bbedef4932f87087_136)] [added: [50](#i1e0708a102d14187af25ab4fa7a84c67_136)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idc6aa49e667541a5bbedef4932f87087_139)] [added: Matters](#i1e0708a102d14187af25ab4fa7a84c67_139)] | | | [removed: [62](#idc6aa49e667541a5bbedef4932f87087_139)] [added: [50](#i1e0708a102d14187af25ab4fa7a84c67_139)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idc6aa49e667541a5bbedef4932f87087_142)] [added: Independence](#i1e0708a102d14187af25ab4fa7a84c67_142)] | | | [removed: [62](#idc6aa49e667541a5bbedef4932f87087_142)] [added: [50](#i1e0708a102d14187af25ab4fa7a84c67_142)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#idc6aa49e667541a5bbedef4932f87087_145)] [added: Services](#i1e0708a102d14187af25ab4fa7a84c67_145)] | | | [removed: [62](#idc6aa49e667541a5bbedef4932f87087_145)] [added: [50](#i1e0708a102d14187af25ab4fa7a84c67_145)] | | |

| | | | [Part [removed: IV](#idc6aa49e667541a5bbedef4932f87087_148)] [added: IV](#i1e0708a102d14187af25ab4fa7a84c67_148)] | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idc6aa49e667541a5bbedef4932f87087_151)] [added: Schedules](#i1e0708a102d14187af25ab4fa7a84c67_151)] | | | [removed: [63](#idc6aa49e667541a5bbedef4932f87087_151)] [added: [51](#i1e0708a102d14187af25ab4fa7a84c67_151)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idc6aa49e667541a5bbedef4932f87087_154)] [added: Summary](#i1e0708a102d14187af25ab4fa7a84c67_154)] | | | [removed: [67](#idc6aa49e667541a5bbedef4932f87087_154)] [added: [55](#i1e0708a102d14187af25ab4fa7a84c67_154)] | | |

| | | | [removed: [Signatures](#idc6aa49e667541a5bbedef4932f87087_157)] [added: [Signatures](#i1e0708a102d14187af25ab4fa7a84c67_157)] | | | [removed: [68](#idc6aa49e667541a5bbedef4932f87087_157)] [added: [56](#i1e0708a102d14187af25ab4fa7a84c67_157)] | | |

| | | | [Index to Consolidated Financial [removed: Statements](#idc6aa49e667541a5bbedef4932f87087_160)] [added: Statements](#i1e0708a102d14187af25ab4fa7a84c67_160)] | | | [removed: [F-1](#idc6aa49e667541a5bbedef4932f87087_160)] [added: [F-1](#i1e0708a102d14187af25ab4fa7a84c67_160)] | | |

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

1.changes in government and third-party payer regulations, reimbursement, or coverage policies or other future reforms in the [removed: United States (U.S.)] [added: U.S.] healthcare system (or in the interpretation of current regulations), new insurance or payment systems, including state, regional or private insurance cooperatives (e.g., health insurance exchanges) affecting governmental and third-party coverage or reimbursement for commercial laboratory testing, including the impact of [removed: the U.S. Protecting Access to Medicare Act of 2014;][added: PAMA;]

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

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

6.fines, unanticipated compliance expenditures, suspension of manufacturing, enforcement actions, damage to the Company’s reputation, injunctions, or criminal prosecution arising from failure to maintain compliance with [removed: current good manufacturing practice] [added: cGMP] regulations and similar requirements of various regulatory agencies in jurisdictions in which the Company conducts business;

7.sanctions or other remedies, including fines, unanticipated compliance expenditures, enforcement actions, injunctions or criminal prosecution arising from failure to comply with [removed: the Animal Welfare Act] [added: AWA] or applicable national, state, and local laws and regulations in jurisdictions in which the Company conducts business;

9.changes in and failure to comply with the applicable regulations of pharmaceutical and medical device regulators affecting the approval, availability of, and the selling and marketing of diagnostic [removed: tests] [added: tests,] including LDTs, drug development, or the conduct of drug development and medical device and diagnostic studies and trials, including regulations and policies of the [removed: U.S. Food and Drug Administration (FDA),] [added: FDA,] the [removed: U.S. Department of Agriculture,] [added: USDA,] the Medicine and Healthcare products Regulatory Agency in the [removed: United Kingdom,] [added: U.K.,] the National Medical Products Administration in China, the Pharmaceutical and Medical Devices Agency in Japan, the European Union, the European Medicines Agency, and similar regulations and policies of agencies in other jurisdictions in which the Company conducts business;

10.changes in government regulations [removed: or reimbursement] pertaining to the pharmaceutical, [removed: biotechnology and] [added: biotechnology,] medical [removed: device] [added: device,] and diagnostic industries, changes in reimbursement of pharmaceutical products, or reduced spending on [removed: research and development] [added: R&D] by pharmaceutical, biotechnology and medical device, and diagnostic customers;


| | | | [Commonly Used Abbreviations](#i1e0708a102d14187af25ab4fa7a84c67_1985) | | | [4](#i1e0708a102d14187af25ab4fa7a84c67_1985) | | |

| | | | [Part I](#i1e0708a102d14187af25ab4fa7a84c67_16) | | | | | |

| | | | [Part II](#i1e0708a102d14187af25ab4fa7a84c67_88) | | | | | |

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

| COMMONLY USED ABBREVIATIONS | | | | | | | | | | | | | | |

| The abbreviations listed below may be commonly used in this report. | | | | | | | | | | | | | | |

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

| ACA | | | Affordable Care Act | | | | | | HHS | | | U.S. Department of Health and Human Services | | |

| ACO | | | accountable care organization | | | | | | HIPAA | | | U.S. Health Insurance Portability and Accountability Act of 1996, HITECH, and their implementing privacy, security, and breach notification regulations | | |

| AI | | | artificial intelligence | | | | | | HITECH | | | U.S. Health Information Technology for Economic and Clinical Health | | |

| AWA | | | U.S. Animal Welfare Act | | | | | | IPA | | | independent physician associations | | |

| BLS | | | Biopharma Laboratory Services | | | | | | IR Plan | | | Incident Response Plan | | |

| Board | | | Board of Directors of Labcorp Holdings Inc. | | | | | | ISO | | | International Organization for Standardization | | |

| CAD | | | Canadian Dollar | | | | | | LCAH | | | Laboratory Corporation of America Holdings | | |

| CCPA | | | California Consumer Privacy Act, as amended | | | | | | LDT | | | laboratory-developed test | | |

| CDCS | | | Clinical Development and Commercialization Services | | | | | | MCO | | | managed care organization | | |

| CDS | | | Clinical Decision Support | | | | | | MHRA | | | U.K. Medicines and Healthcare Products Regulatory Commission | | |

| CDx | | | Companion Diagnostic | | | | | | N/A | | | not applicable | | |

| cGMP | | | Current Good Manufacturing Practice | | | | | | NAV | | | net asset value | | |

| CIRO | | | Chief Information Risk Officer | | | | | | NIST | | | National Institute of Standards and Technology | | |

| CITO | | | Chief Information and Technology Officer | | | | | | OCR | | | U.S. Office of Civil Rights | | |

| CLFS | | | Clinical Laboratory Fee Schedule | | | | | | OBBBA | | | One Big Beautiful Bill Act | | |

| CLIA | | | U.S. Clinical Laboratory Improvement Amendments of 1988 | | | | | | OIG | | | U.S. Office of Inspector General | | |

| CMS | | | U.S. Centers for Medicare and Medicaid Services | | | | | | OIS | | | Labcorp Office of Information Security | | |

| CODM | | | Chief Operating Decision Maker | | | | | | PAMA | | | U.S. Protecting Access to Medicare Act | | |

| Common Stock | | | common stock, par value $0.10 per share | | | | | | PFS | | | Physician Fee Schedule | | |

| COSO | | | Committee of Sponsoring Organizations of the Treadway Commission | | | | | | PHI | | | protected health information | | |

| CRO | | | contract research organization | | | | | | PSA | | | prostate-specific antigen | | |

| CSA | | | U.S. Controlled Substances Act | | | | | | PSC | | | patient service center | | |

| DART | | | Developmental and Reproductive Toxicology | | | | | | R&D | | | research and development | | |

| DCP | | | deferred compensation plan | | | | | | ROU | | | right-of-use | | |

| DOJ | | | U.S. Department of Justice | | | | | | S&P | | | Standard & Poor’s | | |

| Dx | | | Diagnostics Laboratories | | | | | | SAMHSA | | | Substance Abuse and Mental Health Services Administration | | |

| ED | | | Early Development Research Laboratories | | | | | | SCF | | | Secure Controls Framework | | |

| ERG | | | Employee Resource Group | | | | | | SEC | | | U.S. Securities and Exchange Commission | | |

| EU | | | European Union | | | | | | SOFR | | | Secured Overnight Financing Rate | | |

| EU IVDR | | | Regulation (EU) 2017/746 on in vitro diagnostic medical devices | | | | | | Spin-off | | | June 2023 spin-off of Fortrea | | |

| FASB | | | Financial Accounting Standards Board | | | | | | TSA | | | Transition Services Agreement | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

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

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

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

4.loss or suspension of a license or imposition of fines or penalties under, or future changes in, or interpretations of applicable licensing laws or regulations regarding the operation of clinical laboratories, the development and commercialization of laboratory-developed tests (LDTs), and the delivery of clinical laboratory test results, including, but not limited to, the U.S. Clinical Laboratory Improvement Act of 1967, the U.S. Clinical Laboratory Improvement Amendments of 1988, the European Union In Vitro Diagnostics Regulation, and similar laws and regulations in jurisdictions in which the Company conducts business;

18.customers choosing to insource services that are or could be purchased from the Company;

34.a failure in the Company's information technology systems, including with respect to testing turnaround time and billing processes, the failure of the Company or its third-party suppliers and vendors to maintain the security of business information or systems or to protect against cybersecurity incidents such as denial of service attacks, malware, ransomware, and computer viruses, delays or failures in the development and implementation of the Company’s automation platforms, or adverse effects from the use of or regulation of artificial intelligence (AI) and machine learning tools, any of which could result in a negative effect on the Company’s performance of services, a loss of business or increased costs, delays in cash collections, damages to the Company’s reputation, significant litigation exposure, an inability to meet required financial reporting deadlines, or the failure to meet future regulatory or customer information technology, data security, and connectivity requirements;

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 significant reach, breadth, and advancement of the Company’s offerings have resulted in Base Business revenue growth of 4.9% from 2023 through 2024 and 7.4% versus 2019 compound annual growth rate (CAGR).

Base Business includes the Company’s business operations except for COVID-19 PCR testing (COVID-19 Testing).

For the year ended December 31, 2024, the Company generated revenues of $13,008.9 million, diluted earnings per share from continuing operations of $8.84, and had a total operating cash flow provided by continuing operations of $1,585.8 million.

The Company believes that science, technology, and innovation drive its continued success, differentiate the Company, and are foundational to its future.

Spin-off of Fortrea Holdings Inc.

On June 30, 2023, the Company completed the previously announced separation (Spin-off) of its former clinical development and commercialization services (CDCS) business, Fortrea Holdings Inc. (Fortrea), through the Company’s pro-rata distribution of 100% of the outstanding shares of Fortrea common stock to holders of record of Labcorp common stock (Common Stock).

Each holder of record of Common Stock received one share of Fortrea common stock for every share of Common Stock.

Upon closing of the Spin-off, Fortrea made a cash distribution to the Company of approximately $1,600.0 million.

In 2023, these proceeds were mainly used to repurchase approximately $1,000.0 million in the aggregate of Common Stock pursuant to accelerated share repurchase agreements and paying down $300.0 million of debt that matured in 2023.

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

As a result of the Spin-off, all current and historical operating results of Fortrea are presented as Earnings from discontinued operations, net of tax, in the Consolidated Statements of Operations and the Company has recast its BLS segment results to exclude the historical results of the CDCS business for all periods presented.

The Company expects industry consolidation to continue, as hospitals and health systems focus on investing in core patient care services.

The depth and the breadth of opportunity and the quality of the pipeline is robust, and the Company is optimistic

about continued expansion.

The Company seeks partnerships that meet financial criteria, including being accretive in the first year, returning each transaction’s cost of capital within three years, and providing a clear path to improve margins.

The Company signed or completed 10 collaboration transactions with health systems and local and regional laboratories in 2024.

The Company believes it is an attractive partner for hospitals and health systems for multiple reasons, including its:

- 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.

2.Lead in the Development, Licensing, and Scaling of Specialty Testing

The Company is focused on four primary specialty testing areas: oncology, women's health, autoimmune disease, and neurology, which the Company believes represent significant growth areas.

The development of specialty tests and companion diagnostics (CDx) are attractive to health systems partners and biopharma as they continue to develop more products in specialty areas and cell and gene therapy.

The Company has demonstrated its ability to provide comprehensive portfolios in these four areas, which comprise more than half of clinical trials conducted in its Central Laboratory Services business.

Cell and gene therapy is a growing focus of biopharma pipelines, with approximately 2,000 clinical trials being conducted globally and representing approximately 20% of all biopharma drug pipelines.

The Company expects the cell and gene therapy market to grow at a substantially higher rate than other types of therapies over the next five years.

As cell and gene therapies expand, the Company has an opportunity to leverage its strong drug development capabilities, scientific expertise, and pharma relationships to become a development lab of choice.

Longer-term as these therapies develop, the Company believes it can harness its diagnostic assets to support biopharma in commercializing cell and gene therapies and scaling these therapies through its hospital and health system business over time.

Accordingly, the Company [added: maintains an enterprise-wide cybersecurity risk management program and] invests in [removed: the development and implementation of] cybersecurity policies, control standards, and control procedures, including [removed: a] risk [removed: management and] assessment [removed: program,] [added: activities,] security and event monitoring capabilities, an [removed: incident response] [added: IR] plan, and other detection, prevention, and protection [removed: capabilities, including practices and tools] [added: capabilities designed] to monitor and mitigate external and insider threats.

[removed: The Company engages in a risk monitoring process through] [added: Through] its [removed: Office of Information Security (OIS)] [added: OIS] within the Information Technology [removed: organization that seeks to identify] [added: organization,] the [removed: likelihood] [added: Company engages in a risk-based monitoring] and [added: assessment process that analyzes potential business] impact of [added: cybersecurity] threats to its systems and data, and assesses the effectiveness of the controls in place.

Consistent with business requirements, components of the Company’s information technology [added: enlivenment] and [removed: controls] [added: control activities] are assessed by independent third parties against various frameworks and standards.

The IR Plan provides a framework for responding to and managing cybersecurity [removed: incidents.][added: incidents and is designed to support timely escalation, coordinated decision-making, and effective recovery.]

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

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

These third parties include cybersecurity assessors, consultants, and professionals who help identify, verify, and validate cybersecurity risks and support mitigation [removed: or incident response plans] as [removed: needed.][added: appropriate.]

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

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

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

The CITO and CIRO together lead efforts to design, [removed: implement] [added: implement,] and operate controls deemed appropriate for the management of [removed: Company information assets and systems.][added: cybersecurity risks.]

OIS manages the policies, control procedures, and control standards designed to identify, [removed: detect,] protect against, respond to, and recover from cybersecurity threats and cybersecurity incidents.

The Company has implemented a formal cybersecurity governance program aligned to elements of the NIST Cybersecurity Framework and the SCF.

The governance program integrates controls from various regulations, standards, and best practices and supports a structured approach to identifying, protecting against, detecting, responding to, and recovering from cybersecurity threats.

The Company uses the results of these assessments to inform risk prioritization and remediation planning.

Incident Response and Resilience

The Company has implemented an IR Plan, which is integrated with the Company’s enterprise crisis management, business continuity, and disaster recovery programs.

Employee Training

Cybersecurity training is conducted annually, with supplemental and role-based training required for personnel with elevated system access or responsibilities.

The Company also conducts periodic simulations and awareness activities designed to reinforce expected behaviors and reduce the likelihood of cybersecurity incidents.

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.

Mitigation of identified threats and vulnerabilities may be delayed.

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

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.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

This group includes a cybersecurity operations team that is responsible for the information technology security monitoring and incident response activities, the latter covering the response coordination to cybersecurity incidents under the leadership and pursuant to the direction of the CIRO.

OIS also oversees the Company’s cybersecurity training program for employees.

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

The table below summarizes certain information as to Dx’s principal operating and administrative facilities at December 31, [removed: 2024.][added: 2025.]

| Spokane, Washington [removed: (2)] | | | Leased | | |

BLS operates [removed: on a global scale.][added: globally.]

The table below summarizes certain information as to BLS’s principal operating and administrative facilities at December 31, [removed: 2024.][added: 2025.]

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

The Company believes that if it were unable to renew a lease or if a lease were to be terminated on any of the facilities it presently leases, it could find alternate space at competitive market rates and readily relocate its operations to such new [removed: locations] [added: location] without material disruption to its operations.

| Primary Facilities: | | | | | |

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

| Brentwood, Tennessee | | | Leased | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

| Kawagoe, Japan | | | Leased | | |

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

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

On February [removed: 24, 2025,] [added: 23, 2026,] there were approximately [removed: 1,038] [added: 1,032] holders of record of the Common Stock.

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

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company paid [removed: $243.1] [added: $240.7] million in Common Stock dividends.

The Company expects common dividend declarations, if made, to occur in January, April, July, and October with payment dates in March, June, [removed: September] [added: September,] and December, and are subject to Board approval.

The graph below shows the cumulative total return assuming an investment of $100 on December 31, [removed: 2019,] [added: 2020,] in each of the Company’s Common Stock, the [removed: Standard & Poor’s, (S&P)] [added: S&P] 500 [removed: Index] [added: Index,] and the S&P 500 Health Care Index, and assuming that all dividends were reinvested.

| | | | [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: 12/2024] [added: 12/2025] | | |

[removed: ][added: ]

Issuer Purchases of Equity Securities [removed: (all amounts] [added: (dollars and shares] in millions, except per share amounts)

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: 2024,] [added: 2025,] by or on behalf of the Company:

At [removed: the end of 2024,] [added: December 31, 2025,] the Company had outstanding authorization from its Board to purchase up to [removed: $1,280.4] [added: $830.4] maximum value of the Company’s Common Stock.

During the year ended December 31, [removed: 2023,] [added: 2025,] the Company purchased [removed: 4.8] [added: 1.8] shares of its Common Stock at an average price per share of [removed: $206.85] [added: $254.17] for a total cost of [removed: $1,000.0.][added: $450.0.]

| Labcorp Holdings Inc. | | | $ | 100.00 | | | | | $ | 154.37 | | | | | $ | 116.69 | | | | | $ | 132.83 | | | | | $ | 135.77 | | | | | $ | 150.19 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | | | | $ | 126.13 | | | | | $ | 123.67 | | | | | $ | 126.21 | | | | | $ | 129.46 | | | | | $ | 148.36 | |

| October 1 - October 31 | | | 0.3 | | | | | | $ | 261.69 | | | | | 0.3 | | | | | | $ | 983.4 | |

| November 1 - November 30 | | | 0.5 | | | | | | $ | 256.68 | | | | | 0.5 | | | | | | $ | 862.9 | |

| December 1 - December 31 | | | 0.1 | | | | | | $ | 263.71 | | | | | 0.1 | | | | | | $ | 830.4 | |

| | | | 0.9 | | | | | | $ | 259.27 | | | | | 0.9 | | | | | | | | |

The Company initiated a quarterly dividend beginning in the second quarter of 2022.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

Comparison of Cumulative Total Return

| 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 | | | | | | | | |

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.

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: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting [removed: as of] [added: at] December 31, [removed: 2024.][added: 2025.]

Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control - Integrated Framework 2013” issued by [removed: the Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

Based on this assessment, the Company’s management determined that, [removed: as of] [added: at] December 31, [removed: 2024,] [added: 2025,] the Company maintained effective internal control over financial reporting.

Deloitte and Touche LLP, an independent registered public accounting firm, who audited and reported on the Consolidated Financial Statements of the Company included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting [removed: as of] [added: at] December 31, [removed: 2024,] [added: 2025,] as stated in its report, which is included herein immediately preceding the Company’s audited Consolidated Financial Statements.

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers informed it of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

| Name and Title | | | | | | Date Adopted | | | | | | Character of Trading Agreement | | | | | | Aggregate Number of Shares of Common Stock to be (Sold) Purchased Pursuant to Trading Agreement | | | | | | | | | | | | [removed: Duration] [added: Expiration Date] | | | | | |

[removed: (3)This] [added: (2)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 [added: expiration] date listed in the table.

| Peter J. Wilkinson | | | | | | November 17, 2025 | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | (2,157) | | | (1) | | | | | | October 30, 2026 | | | (2) | | |

| *Senior Vice President, Chief Accounting Officer* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mark S. Schroeder | | | | | | 11/26/2024 | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | (10,115) | | | (1) (2) | | | | | | 11/7/2025 | | | (3) | | |

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

| Amy B. Summy | | | | | | 11/26/2024 | | | | | | Rule 10b5-1 Trading Arrangement | | | | | | Up to | | | (1,234) | | | (1) | | | | | | 11/14/2025 | | | (3) | | |

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

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

[Index](#idc6aa49e667541a5bbedef4932f87087_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: 2025 (2025] [added: 2026 (2026] Proxy Statement) under the caption Election of Directors.

Information regarding executive officers is incorporated by reference to the Company’s [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement under the captions Corporate Governance and Delinquent Section 16(a) Reports, respectively.

Information concerning the Company’s code of ethics is incorporated by reference to the Company’s [removed: 2025] [added: 2026] Proxy Statement under the caption Corporate Governance Policies and Procedures.

As part of this commitment, the Company has adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of its securities by the Company’s directors, officers, [removed: employees] [added: employees,] and designated contractors, as well as by Labcorp Holdings 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.

The information required by this item is incorporated by reference to information in the [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement under the caption “Fees to Independent Registered Public Accounting Firm.”

[Index](#idc6aa49e667541a5bbedef4932f87087_7)

| 4.2 | | | [removed: [Ninth] [added: [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 [removed: 2025] [added: 2045] Notes (incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to the Company’s Current Report on Form 8-K filed on January 30, [removed: 2015).](https://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex44.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex45.htm)] | | |

| [removed: 4.3] [added: 4.4] | | | [removed: [Tenth] [added: [Fourteenth] Supplemental Indenture, dated as of [removed: January 30, 2015,] [added: November 25, 2019,] between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2045] [added: 2029] Notes (incorporated herein by reference to Exhibit [removed: 4.5] [added: 4.3] to the Company’s Current Report on Form 8-K filed on [removed: January 30, 2015).](https://www.sec.gov/Archives/edgar/data/920148/000119312515026832/d860928dex45.htm)] [added: November 25, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex43.htm)] | | |

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

| 4.5 | | | [removed: [Fourteenth] [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: 2029 Notes (incorporated] [added: 2026 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex42.htm) [(incorporated] herein by reference to Exhibit [removed: 4.3] [added: 4.2] to the Company’s Current Report on Form 8-K filed on [removed: November 25, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex43.htm)] [added: May 26, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)] | | |

| 4.6 | | | [removed: [Fifteenth] [added: [Sixteenth] Supplemental Indenture, dated as of May 26, 2021, between the Company and U.S. Bank National Association, as trustee, including the form of the [removed: 2026 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex42.htm)] [added: 2031 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex43.htm)] [(incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed on May 26, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm) | | |

| [removed: 4.7] [added: 4.12] | | | [removed: [Sixteenth] [added: [Second] 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: 2031 Notes](https://www.sec.gov/Archives/edgar/data/0000920148/000119312521173705/d149828dex43.htm) [(incorporated herein] [added: 2032 Notes (incorporated] by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on [removed: May 26, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000119312519300013/d839349dex42.htm)] [added: September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex43.htm)] | | |

| [removed: 4.8] [added: 4.7] | | | [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) | | |

| [removed: 4.9] [added: 4.8] | | | [Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed on May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit41descriptionofsecu.htm) | | |

| [removed: 4.10] [added: 4.9] | | | [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) | | |

| [removed: 4.11] [added: 4.10] | | | [Indenture, dated as of September 23, 2024, between Laboratory Corporation of America Holdings, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 23, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex42.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex41.htm)] | | |

| [removed: 4.12] [added: 4.11] | | | [First 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 2030 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex42.htm) | | |

| 4.13 | | | [removed: [Second] [added: [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 [removed: 2032] [added: 2034] Notes (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K filed on September 23, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex43.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex44.htm)] | | |

| [removed: 4.14] [added: 10.3+] | | | [removed: [Third Supplemental Indenture,] [added: [Assignment and Assumption Agreement,] dated as of [removed: September 23,] [added: May 17,] 2024, [added: by and] among Laboratory Corporation of America Holdings, [removed: as issuer,] Labcorp Holdings [removed: Inc., as guarantor,] [added: Inc.] and [removed: U.S. Bank Trust Company, National Association, as trustee, including the form of the 2034 Notes] [added: Adam H. Schechter] (incorporated by reference to Exhibit [removed: 4.4] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K12B] filed on [removed: September 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000119312524223695/d844966dex44.htm)] [added: May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit102-radianceceoassi.htm)] | | |

| 10.1+ | | | [Labcorp Holdings Inc. [removed: Amended and Restated 2016] [added: 2025] Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company’s Current Report on Form [removed: 8-K12B] [added: 8-K] filed on May [removed: 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit104-amendedandresta.htm)] [added: 20, 2025).](https://www.sec.gov/Archives/edgar/data/920148/000092014825000069/ex101-labcorpholdingsinc20.htm)] | | |

| 10.2+ | | | [Labcorp Holdings Inc. [removed: Amended and Restated 2016] [added: 2025] Employee Stock Purchase Plan (incorporated by reference to Exhibit [removed: 10.5] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K12B] [added: 8-K] filed on May [removed: 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit105labcorpholdingsi.htm)] [added: 20, 2025).](https://www.sec.gov/Archives/edgar/data/920148/000092014825000069/ex102-labcorpholdingsinc20.htm)] | | |

| [removed: 10.3] [added: 10.16] | | | [removed: [Assignment and Assumption] [added: [Guarantor Joinder] Agreement, dated [removed: as of] May 17, 2024, by and [removed: among Laboratory Corporation of America Holdings,] [added: between] Labcorp Holdings Inc. and [removed: Adam H. Schechter] [added: Bank of America, N.A.] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form 8-K12B filed on May 17, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit102-radianceceoassi.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit101-guarantorjoinde.htm)] | | |

| [removed: 10.4] [added: 10.21] | | | [removed: [Assignment] [added: [Sale] and [removed: Assumption] [added: Contribution] Agreement, dated as of [removed: May 17,] [added: August 23,] 2024, by and among [added: each of the persons from time to time party hereto, as originators,] Laboratory Corporation of America Holdings, [removed: Labcorp Holdings Inc.] [added: as an originator] and [removed: Radiance Merger Sub Inc.] [added: as servicer, and Labcorp Receivables LLC, as buyer] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K12B] [added: 8-K] filed on [removed: May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit103-assignmentandas.htm)] [added: August 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000103/exhibit102saleagreement.htm)] | | |

| [removed: 10.5+] [added: 10.4+] | | | 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: 10.6+] [added: 10.5+] | | | [Laboratory Corporation of America Holdings Amended and Restated New Pension Equalization Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014804000191/ex10-1_pepplan.htm) | | |

| [removed: 10.7+] [added: 10.6+] | | | [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: 10.8+] [added: 10.7+] | | | [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: 10.9+] [added: 10.8+] | | | [Third Amendment to the Laboratory Corporation of America Amended and Restated New Pension Equalization Plan (incorporated herein by reference Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000161/exhibit10-6.htm) | | |

| [removed: 10.10+] [added: 10.9+] | | | [Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.22 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcomp_ex10-22.htm) | | |

| [removed: 10.11+] [added: 10.10+] | | | [First Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000049/defcompamend_ex10-23.htm) | | |

| [removed: 10.12+] [added: 10.11+] | | | [Second Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2005).](https://www.sec.gov/Archives/edgar/data/920148/000092014805000161/ex10-8_defcomp.htm) | | |

| [removed: 10.13+] [added: 10.12+] | | | [Third Amendment to the Laboratory Corporation of America Holdings Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006).](https://www.sec.gov/Archives/edgar/data/920148/000116923207001103/ex10-28_defcomp.htm) | | |

| [removed: 10.14+] [added: 10.13+] | | | [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).](https://www.sec.gov/Archives/edgar/data/920148/000092014808000071/ex10-34_defcomp.htm) | | |

| [removed: 10.15+] [added: 10.14+] | | | [Amended and Restated Laboratory Corporation of America Holdings Master Senior Executive Severance Plan (incorporated by reference to 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000032/exhibit101amendedandrestat.htm) | | |

| [removed: 10.16] [added: 10.15] | | | [Third Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, Bank of America N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2021).](https://www.sec.gov/Archives/edgar/data/920148/000092014821000041/labcorp-thirdarcreditagree.htm) | | |

| [removed: 10.17] [added: 10.18] | | | [Amendment No. 1, dated as of [removed: January 13, 2023,] [added: May 7, 2020,] to the [removed: Third Amended and Restated] [added: Term Loan] Credit [removed: Agreement (originally] [added: Agreement,] dated [removed: as of April 30, 2021),] [added: June 3, 2019,] among [removed: the Company,] [added: Laboratory Corporation of America Holdings,] Bank of America, [removed: N.A.,] [added: N.A.] as administrative agent, and [added: the] lenders party thereto (incorporated by reference to Exhibit [removed: 10.12] [added: 10.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: period] ended [removed: December] [added: March] 31, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/920148/000092014823000017/exhibit1012thirdarcreditag.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)] | | |

| [removed: 10.18] [added: 10.17] | | | [removed: [Guarantor Joinder] [added: [Term Loan Credit] Agreement, dated [removed: May 17, 2024,] [added: June 3, 2019,] by and [removed: between Labcorp Holdings Inc. and] [added: among Laboratory Corporation of America Holdings,] Bank of America, [removed: N.A.] [added: 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 [removed: 8-K12B] [added: 8-K] filed on [removed: May 17, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000063/exhibit101-guarantorjoinde.htm)] [added: June 3, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519164256/d755218dex101.htm)] | | |

| 10.19 | | | [removed: [Term Loan Credit] [added: [Receivables Purchase] Agreement, dated [removed: June 3, 2019,] [added: as of August 23, 2024,] by and among [added: 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, [removed: Bank of America, N.A.,] as [removed: administrative agent,] [added: Servicer,] and [removed: the lenders party thereto] [added: 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 [removed: June 3, 2019).](https://www.sec.gov/Archives/edgar/data/920148/000119312519164256/d755218dex101.htm)] [added: August 23, 2024).](https://www.sec.gov/Archives/edgar/data/920148/000092014824000103/exhibit101receivablespurch.htm)] | | |

| 10.20 | | | [removed: [Amendment No. 1, dated as of May 7, 2020,] [added: [First Amendment] to [removed: the Term Loan Credit] [added: Receivables Purchase] Agreement, dated [removed: June 3, 2019,] [added: as of January 31, 2025, by and] among [added: 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, [removed: Bank of America, N.A.] as [removed: administrative agent,] [added: Servicer,] and [removed: the lenders party thereto] [added: PNC Capital Markets, as structuring agent] (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended March] [added: 8-K filed on January] 31, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/920148/000092014820000029/exhibit101amendment.htm)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/920148/000092014825000017/exhibit101firstamendmentto.htm)] | | |