UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 1-11353

LABCORP HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						99-2588107
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

358 South Main Street

Burlington

North Carolina

27215

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) 336-229-1127

Securities registered pursuant to Section 12(b) of the Act.

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.10 par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~May 301, ~~2025~~2026, there were 82.90 million shares of the registrant’s common stock, $0.10 par value, outstanding.

TABLE OF CONTENTS

Part I. Financial Information


		Page

Commonly Used Abbreviations		2

Part I. Financial Information

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Earnings (Unaudited)	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	29

		Page
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Earnings (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	33

Part II. Other Information

Item 1.	Legal Proceedings	3430
Item 1A.	Risk Factors	3430
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3430
Item 3.	Defaults Upon Senior Securities	3430
Item 4.	Mine Safety Disclosures	3430
Item 5.	Other Information	3430
Item 6.	Exhibits	3531
	Signatures	3632

TABLE OF CONTENTS

COMMONLY USED ABBREVIATIONS


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

AMCA						American Medical Collection Agency
Annual Report						Annual Report on Form 10-K for the fiscal year ended December 31, 2025
AR Facility						accounts receivable securitization facility
ASU						Accounting Standards Update
BLS						Biopharma Laboratory Services
Board						board of directors of Labcorp Holdings Inc.
CODM						chief operating decision maker
Common Stock						common stock, par value $0.10 per share
CRO						contract research organization
DCP						deferred compensation plan
Dx						Diagnostics Laboratories
ED						Early Development Research Laboratories
EPS						earnings per share
FASB						Financial Accounting Standards Board
Fortrea						Fortrea Holdings Inc.
GAAP						U.S. generally accepted accounting principles
LCAH						Laboratory Corporation of America Holdings
MCO						managed care organization
N/A						not applicable
OBBBA						One Big Beautiful Bill Act
OCR						U.S. Office of Civil Rights
Parkview						Parkview Health System, Inc.
PSC						patient service center
S&P						Standard & Poor’s
SEC						U.S. Securities and Exchange Commission
SG&A						selling, general, and administrative expenses
SOFR						secured overnight financing rate
Spin-off						June 2023 spin-off of Fortrea
SPV						bankruptcy-remote special purpose vehicle
2026 Term Loan						term loan credit agreement entered on March 20, 2026
TSA						transition services agreement with Fortrea
U.K.						United Kingdom
U.S.						United States of America
USD						U.S. Dollar

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions)

(Unaudited)

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~598~~981.1	$	~~1,518~~532.73
Accounts receivable, net	2,~~109~~288.16		12,~~944~~103.18
Unbilled services, net	~~156~~161.19		~~152~~156.9
Supplies inventory	~~521~~497.57		~~493~~534.27
Prepaid expenses and other	~~694~~629.05		~~697~~692.68
Total current assets	4,~~078~~558.8		4,~~806~~020.5
Property, plant, and equipment, net	3,~~112~~065.85		3,~~045~~081.45
Goodwill, net	6,~~682~~955.32		6,~~369~~789.75
Intangible assets, net	3,~~571~~636.41		3,~~488~~596.90
Joint venture partnerships and equity method investments	~~168~~146.26		16153.39
Other assets, net	~~648~~724.19		~~652~~751.23
Total assets	$	1819,~~261~~087.61	$	18,~~379~~392.07
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~668~~695.57	$	~~875~~840.8
Accrued expenses and other	~~878~~851.09		~~871~~847.28
Unearned revenue	~~391~~405.62		~~392~~439.21
Short-term operating lease liabilities	~~186~~183.72		~~184~~191.61
Short-term finance lease liabilities	4.56		64.16
Short-term borrowings and current portion of long-term debt	~~499~~500.94		~~1,000~~500.31
Total current liabilities	2,~~629~~641.20		32,~~330~~823.25
Long-term debt	5,~~082~~833.57		5,~~331~~084.26
Operating lease liabilities	~~692~~656.05		~~676~~682.36
Financing lease liabilities	64.3		74.3
Finance lease liabilities	62.2		63.0
Deferred income taxes and other tax liabilities	~~441~~456.54		~~383~~454.15
Other liabilities	~~639~~691.18		~~517~~647.48
Total liabilities	910,~~548~~341.6		109,~~312~~756.50
Commitments and contingent liabilities
Noncontrolling interest	16.19		1416.39
Shareholders’ equity:
Common stock 83.0 and 83.4 shares outstanding at September 30, 2025, and December 31, 2024, respectively	7.5		7.6
Common stock, 82.3 and 82.2 shares outstanding at March 31, 2026, and December 31, 2025, respectively	7.4		7.5
Additional paid-in capital	~~33.0~~—		~~2.8~~—
Retained earnings	8,~~698~~784.4		8,~~303~~639.49
Accumulated other comprehensive loss	(4263.02)		(~~261~~27.6)
Total shareholders’ equity	8,~~696~~728.96		8,~~052~~619.28
Total liabilities and shareholders’ equity	$	1819,~~261~~087.61	$	18,~~379~~392.07

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except Per Share Data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Revenues

~~3,563.5~~

~~3,282.0~~

103,~~435~~537.96

93,~~679~~345.51

Cost of revenues

~~2,538.4~~

~~2,377.6~~

72,~~416~~523.68

62,~~951~~397.41

Gross profit

~~1,025.1~~

~~904.4~~

31,~~019~~013.38

~~2,728~~948.10

Selling, general, and administrative expenses

~~552.4~~

~~568.6~~

~~1,677~~551.70

~~1,634~~546.80

Amortization of intangibles and other assets

~~69.5~~

~~63.7~~

~~207~~75.46

~~186~~69.06

Goodwill and other asset impairments

0.7

—

0.7

2.5

Restructuring and other charges

6.4

Restructuring and other charges

5.9

18.0

16.4

34.6

Operating income

380.8

326.0

Operating income

396.6

254.1

1,117.1

870.2

Other (expense) income:

Interest expense

~~(56.0)~~

~~(50.4)~~

(~~169~~55.1)

(~~144~~56.90)

Investment income

~~3.5~~

~~3.1~~

1112.72

76.35

Equity method loss, net

~~(5.2)~~

~~(0.5)~~

(75.21)

(0.73)

Other, net

~~(1.9)~~

~~4.3~~

(3513.61)

43(1.80)

Earnings from operations before income taxes

~~337.0~~

~~210.6~~

~~916~~319.97

~~775~~275.72

Provision for income taxes

~~75.5~~

~~41.0~~

~~204~~41.17

~~172~~62.2

Net earnings

~~261.5~~

~~169.6~~

~~712~~278.80

~~603~~213.50

Less: Net earnings attributable to the noncontrolling interest

~~(0.4)~~

~~(0.3)~~

(1.0.2)

(0.92)

Net earnings attributable to Labcorp Holdings Inc.

~~261.1~~

~~169.3~~

~~711~~277.8

~~602~~212.68

Earnings per share:

Basic earnings per share

~~3.14~~

~~2.02~~

83.5437

72.1754

Diluted earnings per share

~~3.12~~

~~2.00~~

83.4835

72.1352

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In Millions)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Net earnings

~~261.5~~

~~169.6~~

~~712~~278.80

~~603~~213.50

Foreign currency translation adjustments

~~(7.8)~~

~~78.3~~

~~218~~(36.50)

~~(53~~69.2)7

Net benefit plan adjustments

~~0.6~~

~~1.6~~

10.5

(0.1)4

Other comprehensive (loss) earnings before tax

~~(7.2)~~

~~79.9~~

~~220~~(35.05)

~~(53~~70.3)1

Provision for income tax related to items of comprehensive earnings

~~(0.2)~~

~~(1.1)~~

(0.41)

(0.61)

Other comprehensive (loss) earnings, net of tax

~~(7.4)~~

~~78.8~~

~~219~~(35.6)

~~(53~~70.9)0

Comprehensive earnings

~~254.1~~

~~248.4~~

~~932~~242.4

~~549~~283.60

Less: Net earnings attributable to the noncontrolling interest

~~(0.4)~~

~~(0.3)~~

(1.0.2)

(0.92)

Comprehensive earnings attributable to Labcorp Holdings Inc.

~~253.7~~

~~248.1~~

~~931~~242.42

~~548~~282.78

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Millions)

(Unaudited)

	CommonStock		AdditionalPaid-inCapital		Retained Earnings		Accumulated Other Comprehensive Loss		TotalShareholders’Equity
BALANCE AT DECEMBER 31, 2023	$	7.7	$	38.4	$	7,888.2	$	(59.3)	$	7,875.0
Net earnings attributable to Labcorp Holdings Inc.	—		—		228.0		—		228.0
Other comprehensive loss, net of tax	—		—		—		(126.1)		(126.1)
Dividends declared	—		—		(60.9)		—		(60.9)
Issuance of common stock under employee stock plans	—		26.7		—		—		26.7
Net share settlement tax payments from issuance of stock to employees	—		(14.7)		—		—		(14.7)
Stock compensation	—		31.6		—		—		31.6
BALANCE AT MARCH 31, 2024	$	7.7	$	82.0	$	8,055.3	$	(185.4)	$	7,959.6
Net earnings attributable to Labcorp Holdings Inc.	—		—		205.3		—		205.3
Other comprehensive loss, net of tax	—		—		—		(6.6)		(6.6)
Dividends declared	—		—		(60.2)		—		(60.2)
Net share settlement tax payments from issuance of stock to employees	—		(23.1)		—		—		(23.1)
Stock compensation	—		30.8		—		—		30.8
Purchase of common stock	—		(77.2)		(22.8)		—		(100.0)
BALANCE AT JUNE 30, 2024	$	7.7	$	12.5	$	8,177.6	$	(192.0)	$	8,005.8
Net earnings attributable to Labcorp Holdings Inc.	—		—		169.3		—		169.3
Other comprehensive earnings, net of tax	—		—		—		78.8		78.8
Dividends declared	—		—		(61.1)		—		(61.1)
Issuance of common stock under employee stock plans	—		26.3		—		—		26.3
Net share settlement tax payments from issuance of stock to employees	—		(0.9)		—		—		(0.9)
Stock compensation	—		27.0		—		—		27.0
Purchase of common stock	(0.1)		(64.9)		(10.0)		—		(75.0)
BALANCE AT SEPTEMBER 30, 2024	$	7.6	$	—	$	8,275.8	$	(113.2)	$	8,170.2
BALANCE AT DECEMBER 31, 2024	$	7.6	$	2.8	$	8,303.4	$	(261.6)	$	8,052.2
Net earnings attributable to Labcorp Holdings Inc.	—		—		212.8		—		212.8
Other comprehensive earnings, net of tax	—		—		—		70.0		70.0
Dividends declared	—		—		(60.6)		—		(60.6)
Issuance of common stock under employee stock plans	—		25.7		—		—		25.7
Net share settlement tax payments from issuance of stock to employees	—		(25.5)		—		—		(25.5)
Stock compensation	—		32.8		—		—		32.8
BALANCE AT MARCH 31, 2025	$	7.6	$	35.8	$	8,455.6	$	(191.6)	$	8,307.4
Net earnings attributable to Labcorp Holdings Inc.	—		—		237.9		—		237.9
BALANCE AT DECEMBER 31, 2025	$	7.5	$	—	$	8,639.9	$	(27.6)	$	8,619.8
Other comprehensive earnings, net of tax	—		—		—		157.0		157.0
Net earnings attributable to Labcorp Holdings Inc.	—		—		277.8		—		277.8
Other comprehensive loss, net of tax	—		—		—		(35.6)		(35.6)
Dividends declared	—		—		(60.2)		—		(60.2)
Net share settlement tax payments from issuance of stock to employees	—		(3.5)		—		—		(3.5)
Issuance of common stock under employee stock plans	—		32.9		—		—		32.9
Stock compensation	—		34.1		—		—		34.1
Net share settlement tax payments from issuance of stock to employees	—		(39.8)		—		—		(39.8)
Purchase of common stock	(0.1)		(64.6)		(135.3)		—		(200.0)
Stock compensation	—		31.7		—		—		31.7
BALANCE AT JUNE 30, 2025	$	7.5	$	1.8	$	8,498.0	$	(34.6)	$	8,472.7
Purchase of common stock	(0.1)		(24.8)		(73.1)		—		(98.0)
Net earnings attributable to Labcorp Holdings Inc.	—		—		261.1		—		261.1
BALANCE AT MARCH 31, 2026	$	7.4	$	—	$	8,784.4	$	(63.2)	$	8,728.6
Other comprehensive loss, net of tax	—		—		—		(7.4)		(7.4)
Dividends declared	—		—		(60.7)		—		(60.7)
Issuance of common stock under employee stock plans	—		28.6		—		—		28.6
Net share settlement tax payments from issuance of stock to employees	—		(1.6)		—		—		(1.6)
Stock compensation	—		29.2		—		—		29.2
Purchase of common stock	—		(25.0)		—		—		(25.0)
BALANCE AT SEPTEMBER 30, 2025	$	7.5	$	33.0	$	8,698.4	$	(42.0)	$	8,696.9

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	~~712~~278.80	$	~~603~~213.50
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	~~508~~173.13		~~472~~166.98
Stock compensation	9631.17		8932.48
Operating lease right-of-use asset expense	~~149~~48.10		~~136~~48.76
Goodwill and other asset impairments	0.7		2.5
Deferred income taxes	2.0		(6.1)
Deferred income taxes	76.4		(58.6)
Other, net	11.4		8.1
Other, net	51.7		46.0
Change in assets and liabilities (net of effects of acquisitions and divestitures):
Increase in accounts receivable	(~~130~~187.49)		(~~143~~170.28)
Decrease in unbilled services	3.9		22.8
(Increase) decrease in unbilled services	(6.2)		3.9
(Increase) decrease in supplies inventory	(17.9)		2.0
Decrease in supplies inventory	35.4		8.4
Decrease (increase) in prepaid expenses and other	15.8		(39.8)
Decrease in prepaid expenses and other	4.0		45.0
Decrease in accounts payable	(~~204~~138.47)		(~~138~~147.26)
Decrease in unearned revenue	(1232.61)		(278.9)
Decrease in accrued expenses and other	(~~223~~27.04)		(~~159~~174.57)
Net cash provided by operating activities	~~1,026~~191.35		~~808~~18.65
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(~~310~~121.60)		(~~377~~126.80)
Proceeds from sale of assets	37.58		0.65
Proceeds from sale of business	—		13.5
Purchase of equity affiliates or other investments	(6.7)		(157.0)
Proceeds from sale or distribution of equity affiliates or other investments	6.9		—
Acquisition of businesses, net of cash acquired	(202.2)		(53.5)
Purchase of equity affiliates or other investments	(179.9)		(42.3)
Net cash used for investing activities	(322.1)		(336.0)
Acquisition of businesses, net of cash acquired	(324.0)		(751.2)
Net cash used for investing activities	(804.1)		(1,157.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from senior note offerings	—		2,000.0
Proceeds from term loan	750.0		—
Payments on senior notes	~~(1,000.0)~~—		(~~600~~1,000.0)
Proceeds from revolving credit facilities	~~64.8~~—		~~2,463~~64.78
Payments on revolving credit facilities	~~(64.8)~~—		(~~2,463~~64.78)
Proceeds from accounts receivable securitization	~~225.0~~—		~~300~~225.0
Net share settlement tax payments from issuance of stock to employees	(3039.68)		(3825.75)
Net proceeds from issuance of stock to employees	5432.39		5325.07
Dividends paid	(~~181~~61.42)		(~~183~~61.06)
Purchase of common stock	(~~225~~98.0)		~~(175.0)~~—
Other, net	(83.94)		(293.73)
Net cash (used for) provided by for financing activities	(1,166.6)		1,326.6
Net cash provided by (used for) financing activities	580.5		(839.7)
Effect of exchange rate changes on Cash and cash equivalents	23.8		2.5
Effect of exchange rate on changes in Cash and cash equivalents	(1.1)		7.9
Net (decrease) increase in Cash and cash equivalents	(920.6)		980.5
Net increase (decrease) in Cash and cash equivalents	448.8		(1,149.3)
Cash and cash equivalents at beginning of period	~~1,518~~532.73		~~536~~1,518.87
Cash and cash equivalents at end of period	$	~~598~~981.1	$	~~1,517~~369.34

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

1. BASIS OF FINANCIAL STATEMENT PRESENTATION

Labcorp® Holdings Inc. (Labcorp, LHI, or the Company) is a global leader of innovative and comprehensive laboratory services that provides vital information to help doctors, hospitals, pharmaceutical companies, researchers, and patients make clear and confident decisions. By leveraging its unparalleled diagnostics and drug development capabilities, the Company provides insights and accelerates innovations to improve health and improve lives.

The Company reports its business in two segments, Diagnostics Laboratories ~~(Dx)~~ and Biopharma Laboratory Services ~~(BLS)~~. During each of the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024, and each of the nine months ended September 30,~~ 2025, ~~and 2024,~~ Dx and BLS contributed approximately 78% and 22%, respectively, of Revenues to the Company.

The accompanying Condensed Consolidated Financial Statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows, and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The ~~Condensed~~balance ~~Consolidated~~sheet ~~Balance Sheet~~ for the year ended December 31, ~~2024~~2025 presented herein, was derived from the Company’s annual audited ~~financial~~Consolidated ~~statements~~Financial Statements but does not include all disclosures required by ~~generally~~GAAP, ~~accepted~~which ~~accounting~~are ~~principles~~contained inwithin the ~~United~~Annual ~~States (GAAP)~~Report.

These unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the ~~Securities and Exchange Commission (~~SEC) and GAAP for interim reporting. As such, certain notes or other information that are normally required by the SEC or GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited Consolidated Financial Statements contained within its Annual Report ~~on Form 10-K for the fiscal year ended December 31, 2024 (Annual Report)~~. Accordingly, these Condensed Consolidated Financial Statements and notes should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report.

These Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. The Company also has investments in other companies or investment funds that develop technology relating to the Company’s operations. Investments in which the Company does not exercise significant influence (generally, when the Company has an investment of less than 20% and no representation on the investee’s board of directors) are accounted for at fair value, or at cost minus impairment adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer for those investments that do not have readily determinable fair values. ~~All~~The ~~significant~~carrying ~~intercompany~~value ~~transactions~~of ~~and~~these ~~accounts~~type ~~have~~of ~~been~~investments ~~eliminated~~was $201.6 ~~The~~and ~~Company~~$201.9 ~~does~~at ~~not~~March ~~have~~31, ~~any~~2026 ~~significant~~and ~~variable~~December 31, ~~interest~~2025, ~~entities~~respectively, orand ~~special~~is ~~purpose~~included ~~entities~~within ~~whose~~Other ~~financial~~assets, ~~results~~net ~~are not included~~ in ~~these~~the Company’s Condensed Consolidated ~~Financial~~Balance ~~Statements~~Sheets.

~~The~~All ~~financial~~significant ~~statements~~intercompany oftransactions ~~the~~and ~~Company’s~~accounts ~~operating~~have ~~foreign~~been ~~subsidiaries are measured using the local currency as the functional currency~~eliminated. ~~Assets~~ ~~and~~The ~~liabilities~~Company ~~are~~does ~~translated~~not athave ~~exchange~~any ~~rates~~significant asvariable ofinterest ~~the~~entities ~~balance~~or ~~sheet~~special ~~date. Revenues~~purpose ~~and~~entities ~~expenses~~whose ~~are~~financial ~~translated~~results ~~at average monthly exchange rates prevailing during the period. Resulting translation adjustments~~ are not included in ~~Accumulated~~these ~~other comprehensive income within the~~ Condensed Consolidated ~~Balance~~Financial ~~Sheets~~Statements.

~~Recent~~The ~~Accounting~~financial ~~Pronouncements~~statements ~~Not~~of ~~Yet~~the ~~Adopted~~Company’s operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the period. Resulting translation adjustments are included in Accumulated other comprehensive loss within the Condensed Consolidated Balance Sheets.

InRecent ~~July 2025, the Financial~~ Accounting Standards Board (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 is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.Pronouncements

In ~~September~~July 2025, the FASB issued ASU 2025-0605, ~~Intangibles~~Financial —Instruments ~~Goodwill and Other~~ — ~~Internal-Use-Software~~Credit Losses (Topic ~~350~~326): ~~Targeted~~Measurement ~~Improvements~~of toCredit ~~the~~Losses ~~Accounting~~ for ~~Internal-Use~~Accounts ~~Software~~Receivable and Contract Assets. This accounting pronouncement ~~improves~~provides ~~the~~all ~~operability~~entities ofwith ~~the~~a ~~existing~~practical ~~guidance~~expedient byto ~~removing~~assume ~~all~~that ~~references~~current toconditions ~~software~~as ~~development~~of ~~project~~the ~~stages~~balance sosheet ~~that~~date do not change for the ~~guidance~~remaining islife ~~neutral~~of tothe ~~different~~assets ~~software~~when ~~development~~measuring ~~methods~~credit losses. ASU 2025-0605 is effective for fiscal years beginning after December 15, ~~2027~~2025. ~~The~~This ~~Company~~accounting ispronouncement ~~currently~~did ~~assessing~~not ~~the~~have ~~impact~~a ~~that~~material ~~adopting~~impact ~~this~~on ~~accounting~~the ~~pronouncement~~Company’s ~~will~~Condensed ~~have on its~~ Consolidated Financial Statements.

7In 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 Condensed Consolidated Financial Statements.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

Enactment of the One Big Beautiful Bill Act

On July 4, 2025, the United States (U.S.) government enacted into law the One Big Beautiful Bill Act (OBBBA), which includes significant changes to federal tax law, including modifications to bonus depreciation, research and development 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 research and development costs over the next two years, but will have no material net impact within the Condensed Consolidated Statement of Operations.

2. REVENUES

The Company’s Revenues by segment and by payers/customer groups were as follows:

	Three Months Ended September 30, 2025								Three Months Ended September 30, 2024
	North America		Europe		Other		Total		North America		Europe		Other		Total
Payer/Customer
Dx
Clients	23	%	—	%	—	%	23	%	24	%	—	%	—	%	24	%
Patients	10	%	—	%	—	%	10	%	10	%	—	%	—	%	10	%
Medicare and Medicaid	8	%	—	%	—	%	8	%	8	%	—	%	—	%	8	%
Third party	37	%	—	%	—	%	37	%	36	%	—	%	—	%	36	%
Total Dx revenues by payer	78	%	—	%	—	%	78	%	78	%	—	%	—	%	78	%
BLS
Pharmaceutical, biotechnology, and medical device companies	9	%	9	%	4	%	22	%	9	%	9	%	4	%	22	%
Total Revenues	87	%	9	%	4	%	100	%	87	%	9	%	4	%	100	%
	Nine Months Ended September 30, 2025								Nine Months Ended September 30, 2024
	North America		Europe		Other		Total		North America		Europe		Other		Total
Payer/Customer
Dx
Clients	24	%	—	%	—	%	24	%	24	%	—	%	—	%	24	%
Patients	10	%	—	%	—	%	10	%	10	%	—	%	—	%	10	%
Medicare and Medicaid	8	%	—	%	—	%	8	%	8	%	—	%	—	%	8	%
Third party	36	%	—	%	—	%	36	%	36	%	—	%	—	%	36	%
Total Dx revenues by payer	78	%	—	%	—	%	78	%	78	%	—	%	—	%	78	%
BLS
Pharmaceutical, biotechnology, and medical device companies	9	%	9	%	4	%	22	%	9	%	9	%	4	%	22	%
Total Revenues	87	%	9	%	4	%	100	%	87	%	9	%	4	%	100	%

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

~~Revenues~~In inDecember 2025, the ~~U.S.~~FASB ~~were~~issued $2ASU 2025-10,~~968.5~~ Government Grants (~~83.3%~~Topic 832): ~~and~~Accounting ~~$2,738.4~~for ~~(83~~Government Grants Received by Business Entities.~~4%)~~ ~~for~~This ~~the~~accounting ~~three~~pronouncement ~~months~~establishes ~~ended~~guidance ~~September~~on 30the recognition, ~~2025~~measurement, and ~~2024,~~presentation ~~respectively,~~of ~~and~~government ~~were~~grants ~~$8,713.9~~received ~~(83~~by business entities.~~5%)~~ ~~and~~ASU $82025-10 is effective for fiscal years beginning after December 15,~~091.8~~ ~~(83~~2028.~~6%)~~ ~~for~~The Company is currently assessing the ~~nine~~impact ~~months~~that ~~ended~~adopting ~~September~~this ~~30,~~accounting ~~2025,~~pronouncement ~~and~~will ~~2024,~~have ~~respectively~~on its Condensed 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 Condensed Consolidated Financial Statements.

2. REVENUES

The Company’s Revenues by segment and by payer group were as follows:


	Three Months Ended March 31, 2026								Three Months Ended March 31, 2025
	North America		Europe		Other		Total		North America		Europe		Other		Total
Dx:
Clients	23	%	—	%	—	%	23	%	24	%	—	%	—	%	24	%
Patients	10	%	—	%	—	%	10	%	10	%	—	%	—	%	10	%
Medicare and Medicaid	8	%	—	%	—	%	8	%	8	%	—	%	—	%	8	%
Third party	37	%	—	%	—	%	37	%	36	%	—	%	—	%	36	%
Total Dx revenues	78	%	—	%	—	%	78	%	78	%	—	%	—	%	78	%

BLS:




Pharmaceutical, biotechnology, medical device, diagnostic companies, and CROs	8	%	10	%	4	%	22	%	9	%	9	%	4	%	22	%

Total Revenues	86	%	10	%	4	%	100	%	87	%	9	%	4	%	100	%

Revenues in the U.S. were $2,914.0 (82.4%) and $2,813.8 (84.1%) for the three months ended March 31, 2026, and 2025, respectively.

Accounts Receivable, Unbilled Services, and Unearned Revenue

The following table provides information about accounts receivable, and unbilled services, ~~and unearned revenue~~ from contracts with customers:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Dx accounts receivable	$	1,~~398~~513.82	$	1,~~259~~349.30
BLS accounts receivable	~~747~~808.04		~~729~~791.52
Less: BLS allowance for credit losses	(3633.70)		(4436.74)
Accounts receivable, net	$	2,~~109~~288.16	$	12,~~944~~103.18
Gross unbilled services	$	~~162~~166.82	$	~~160~~164.50
Less: reserve for unbilled services	(6.7)		(7.6)
Less: BLS allowance for credit losses	(4.3)		(7.1)
Unbilled services, net	$	~~156~~161.19	$	~~152~~156.9

Revenues recognized during the period that were included in the unearned revenue balance at the beginning of the period were $1658.03 and $2068.29 for the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024, respectively, and were $119.3 and $98.0 for the nine months ended September 30,~~ 2025, ~~and 2024,~~ respectively.

Allowance for Credit Losses

BLS estimates future expected credit losses on Accounts receivable, net and Unbilled services, net over the remaining collection period of the instrument. The rollforward for the allowance for credit losses was as follows:

	Accounts Receivable, net		Unbilled Services, net		Total
Allowance for credit losses at December 31, 2024	$	44.7	$	7.6	$	52.3
Credit loss expense	1.1		—		1.1
Write offs	(10.8)		(1.2)		(12.0)
Foreign currency impact	1.7		0.3		2.0
Allowance for credit losses at September 30, 2025	$	36.7	$	6.7	$	43.4

3. BUSINESS ACQUISITIONS AND DISPOSITIONS

Acquisitions

During the nine months ended September 30, 2025, the Company acquired several businesses and related assets for cash of $324.0. The preliminary purchase considerations for these acquisitions were allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including approximately $202.9 in identifiable intangible assets. The weighted-average amortization periods for the customer relationships and non-compete agreements were 15.0 years and 4.8 years, respectively. A residual amount of tax deductible goodwill, including measurement period adjustments relating to prior acquisitions of $196.7 was recorded as of September 30, 2025.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

~~The~~Allowance ~~purchase price allocations~~ for ~~these~~Credit ~~acquisitions were preliminary at September 30, 2025. The valuation of acquired assets and assumed liabilities included the following:~~Losses

	BioReference Health		Other Business Acquisitions Closed During the Nine Months Ended September 30, 2025		Measurement Period Adjustments During the Nine Months Ended September 30, 2025		Amounts Acquired During the Nine Months Ended September 30, 2025
Property, plant, and equipment	$	—	$	0.2	$	(0.8)	$	(0.6)
Goodwill	105.8		74.1		16.8		196.7
Intangible assets	119.2		83.7		(16.0)		186.9
Total assets acquired	225.0		158.0		—		383.0
Accrued expenses and other	—		24.0		—		24.0
Other liabilities	32.5		2.5		—		35.0
Total liabilities acquired	32.5		26.5		—		59.0
Net assets acquired	192.5		131.5		—		324.0
Cash paid for acquisitions	$	192.5	$	131.5	$	—	$	324.0

On September 17, 2024, the Company announced that it entered into an agreement with Cinven, Inc. to acquire a 15% minority interest in SYNLAB, a leader in medical diagnostic services and specialty testing in Europe, for approximately $151.6 (€140.4). The transaction closed in March 2025 and is accounted for as an equity method investment within the Company’s Condensed Consolidated Financial Statements.


	Accounts Receivable, net		Unbilled Services, net		Total
Allowance for credit losses at December 31, 2025	$	36.4	$	7.1	$	43.5
Credit loss expense	(0.1)		—		(0.1)
Write-offs	(3.0)		(2.8)		(5.8)
Foreign currency impact	(0.3)		—		(0.3)
Allowance for credit losses at March 31, 2026	$	33.0	$	4.3	$	37.3

~~On July 22, 2025, the Company announced that it entered into an agreement with Community Health Systems, Inc~~3. BUSINESS (CHS) to acquire select assets of the outreach business from CHS for a purchase price of approximately $195.0. The transaction is anticipated to close in the fourth quarter of 2025, subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.ACQUISITIONS

OnDuring ~~September~~the 15three months ended March 31, ~~2025~~2026, the Company ~~entered~~acquired ~~into~~various anbusinesses ~~agreement~~and ~~with~~related ~~Empire~~assets ~~City~~for ~~Laboratories,~~total ~~Inc~~consideration of $312.0. toTotal ~~acquire~~consideration ~~select~~includes ~~clinical~~cash ~~laboratory~~payments ~~assets~~and, ~~which~~as ~~serves~~applicable, contingent consideration payable by the ~~New~~Company ~~York~~primarily ~~Tri-State~~upon ~~area~~the achievement of specified future performance targets of the acquired businesses. The preliminary purchase ~~price~~considerations for these acquisitions were allocated under the ~~transaction~~acquisition ismethod upof accounting to ~~$250.0,~~the ~~including~~estimated ~~$165.0~~fair ~~payable~~market atvalue ~~closing~~of ~~and~~the upnet toassets ~~$85~~acquired.0 ofA ~~additional~~residual ~~consideration~~amount ~~contingent~~of ontax-deductible ~~performance.~~goodwill, ~~The~~including ~~transaction~~measurement isperiod ~~anticipated~~adjustments relating to ~~close~~prior inacquisitions, of $175.9 was recorded during the ~~first~~three ~~quarter~~months ofended ~~2026~~March 31, ~~subject~~2026. toThe ~~customary~~purchase ~~closing~~price ~~conditions~~allocations ~~and~~for ~~applicable~~these ~~regulatory~~acquisitions ~~approvals~~were ~~for~~preliminary aat ~~transaction~~March 31, 2026. The valuation of ~~this~~acquired ~~type.~~assets and assumed liabilities included the following:

Supplemental Pro Forma Information


	Empire City Laboratories, Inc.		Other Acquisitions Closed During the Three Months Ended March 31, 2026		Measurement Period Adjustments		Amounts Acquired During the Three Months Ended March 31, 2026





Property, plant, and equipment	$	—	$	2.4	$	—	$	2.4

Goodwill	117.5		29.1		29.3		175.9
Intangible assets	132.5		32.9		(29.3)		136.1

Total assets acquired	250.0		64.4		—		314.4





Other liabilities	—		2.4		—		2.4
Total liabilities acquired	—		2.4		—		2.4
Net assets acquired	250.0		62.0		—		312.0
Contingent consideration	(85.0)		(4.8)		—		(89.8)
2025 escrow payment	—		(20.0)		—		(20.0)
Cash paid for acquisitions	$	165.0	$	37.2	$	—	$	202.2

~~Had~~Intangible ~~the~~assets ~~aggregate~~recognized offrom ~~the~~business ~~Company’s~~acquisitions ~~2025~~that ~~and~~closed ~~2024~~during ~~acquisitions,~~the ~~that~~three ~~were~~months ~~accounted~~ended ~~for~~March as31, ~~business combinations~~2026, ~~been~~including ~~completed~~any atrelated ~~January~~measurement 1,period ~~2024~~adjustments, ~~the~~and ~~Company’s~~their ~~unaudited~~weighted-average ~~pro~~amortization ~~forma~~periods ~~results~~were ~~would have been~~ as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Amount		Weighted-average Amortization Period(in Years)
	2025		2024		2025		2024
Customer relationships	$	137.3	15.0
Revenues	$	3,589.6	$	3,368.4	$	10,531.6	$	10,065.6
Non-compete agreements	28.1		5.0
Net earnings attributable to LHI	$	266.1	$	181.1	$	728.1	$	640.9
Total	$	165.4

~~Dispositions~~On November 13, 2025, the Company announced that it entered into an agreement with Parkview Health System, Inc. to acquire select assets of the health system’s outreach laboratory services for a purchase price of approximately $165.0. The transaction is anticipated to close in 2026, subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.

During the nine months ended September 30, 2025, the Company exited an equity method investment for cash proceeds of $6.0. During the nine months ended September 30, 2024, the Company sold the assets of Beacon Laboratory Benefit Solutions, Inc. for cash proceeds of $13.5 and recorded a gain of $4.9 included in Other, net in the Condensed Consolidated Statements of Operations.

4. EARNINGS PER SHARE

Basic earnings per share (Basic EPS) is computed by dividing Net earnings attributable to Labcorp Holdings Inc. by the weighted-average number of common shares outstanding. Diluted earnings per common share (Diluted EPS) is computed by dividing Net earnings attributable to Labcorp Holdings Inc., and if applicable, including the impact of dilutive adjustments by the weighted-average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock units, and performance share awards.

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

Unaudited Supplemental Pro Forma Information

If the aggregate of the Company’s 2026 and 2025 acquisitions, that were accounted for as business combinations, had been completed at January 1, 2025, the Company’s pro forma results would have been as follows:


	Three Months Ended March 31,
		2026		2025
Revenues		$	3,596.7	$	3,410.2
Net earnings attributable to LHI		$	286.7	$	222.6

4. EARNINGS PER SHARE

Basic EPS is computed by dividing Net earnings attributable to Labcorp Holdings Inc. by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing Net earnings attributable to Labcorp Holdings Inc., and if applicable, including the impact of dilutive adjustments by the weighted-average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock units, and/or performance share awards.

The following represents a reconciliation of Basic EPS to Diluted EPS:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025					2024
	2026					2025
	Basic EPS		Dilutive Effect	Diluted EPS		Basic EPS		Dilutive Effect	Diluted EPS
Net earnings attributable to LHI	$	~~261~~277.18		$	~~261~~277.18	$	~~169~~212.38		$	~~169~~212.38
Weighted-average common shares outstanding	8382.13		0.6	8382.79		8483.06		0.47	84.43
Per common share amount	$	3.14		$	3.12	$	2.02		$	2.00
Per share amount	$	3.37		$	3.35	$	2.54		$	2.52

	Nine Months Ended September 30,
	2025					2024
	Basic EPS		Dilutive Effect	Diluted EPS		Basic EPS		Dilutive Effect	Diluted EPS
Net earnings attributable to LHI	$	711.8		$	711.8	$	602.6		$	602.6
Weighted-average common shares outstanding	83.4		0.6	84.0		84.0		0.5	84.5
Per common share amount	$	8.54		$	8.48	$	7.17		$	7.13

The following table summarizes the potential common shares not included in the computation of Diluted EPS because their impact would have been antidilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
		Three Months Ended March 31,
	2025	2024	2025	2024
			2026	2025
Employee stock options and awards	~~0.1~~	~~0.2~~	0.13	0.23

5. GOODWILL AND INTANGIBLE ASSETS

The balances, net of impairment, and changes in the carrying amount of goodwill were as follows:

	Dx		BLS		Total
Balance as of December 31, 2024	$	5,102.5	$	1,267.2	$	6,369.7
Beginning Balance at December 31, 2025	$	5,434.8	$	1,354.7	$	6,789.5
Goodwill acquired during the period	179.9		—		179.9
Goodwill acquired, excluding measurement period adjustments	146.6		—		146.6
Foreign currency impact and other adjustments to Goodwill	49.6		83.1		132.7
Foreign currency impact and other adjustments to goodwill	28.1		(9.0)		19.1
Balance as of September 30, 2025	$	5,332.0	$	1,350.3	$	6,682.3
Ending Balance at March 31, 2026	$	5,609.5	$	1,345.7	$	6,955.2

During the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025, the Company did not record a goodwill or intangible asset impairment charge.

The cumulative goodwill impairment for the Company as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025, was $648.5 and primarily represents the goodwill of the Company’s ~~Early~~ED ~~Development Research Laboratories~~ reporting unit within the BLS segment.

The components of identifiable intangible assets were as follows:

				September 30, 2025						December 31, 2024
	Range of Useful Lives (in Years)			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
Customer relationships	10	-	36	$	4,425.4	$	(1,742.6)	$	2,682.8	$	4,114.7	$	(1,540.7)	$	2,574.0
Patents, licenses, and technology	3	-	15	546.6		(328.8)		217.8		541.0		(298.3)		242.7
Non-compete agreements	3	-	5	194.4		(100.8)		93.6		180.2		(83.9)		96.3
Other	1	-	15	39.9		(27.1)		12.8		39.9		(21.5)		18.4
				$	5,206.3	$	(2,199.3)	$	3,007.0	$	4,875.8	$	(1,944.4)	$	2,931.4
Indefinite-lived intangible assets:
Canadian and other licenses				$	564.4	N/A		$	564.4	$	557.5	N/A		$	557.5
Total intangible assets				$	5,770.7	$	(2,199.3)	$	3,571.4	$	5,433.3	$	(1,944.4)	$	3,488.9

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

Amortization of intangible assets was $69.5 and $63.7 for the three months ended September 30, 2025, and 2024, respectively, and was $207.4 and $186.0 for the nine months ended September 30, 2025, and 2024, respectively. The ~~amortization~~components ~~expense~~ of identifiable intangible assets iswere ~~estimated~~as ~~to be $76.3 for the remainder of 2025, $281.2 in 2026, $268.1 in 2027, $260.4 in 2028, $247.2 in 2029, and $1,873.8 thereafter.~~follows:


				March 31, 2026						December 31, 2025
	Range of Useful Lives (in Years)			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
Customer relationships	10	-	36	$	4,615.8	$	(1,850.7)	$	2,765.1	$	4,525.3	$	(1,816.3)	$	2,709.0
Patents, licenses, and technology	3	-	15	546.8		(344.5)		202.3		548.7		(337.5)		211.2
Non-compete agreements	3	-	5	221.3		(114.7)		106.6		213.5		(108.0)		105.5
Other	1	-	15	40.1		(30.6)		9.5		40.0		(28.9)		11.1
Total definite-lived intangible assets				$	5,424.0	$	(2,340.5)	$	3,083.5	$	5,327.5	$	(2,290.7)	$	3,036.8

Indefinite-lived intangible assets:
Canadian and other licenses				$	552.6	N/A		$	552.6	$	559.2	N/A		$	559.2


Total intangible assets				$	5,976.6	$	(2,340.5)	$	3,636.1	$	5,886.7	$	(2,290.7)	$	3,596.0

Amortization of intangible assets was $75.6 and $69.6 for the three months ended March 31, 2026, and 2025, respectively. The amortization expense of intangible assets is estimated to be $223.0 for the remainder of 2026, $287.8 in 2027, $280.2 in 2028, $267.0 in 2029, $258.7 in 2030, and $1,766.8 thereafter.

6. DEBT

Short-term borrowings and the current portion of long-term debt consisted of the following:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
1.55% senior notes due 2026	$	500.0	$	—500.0
3.60% senior notes due 2025	—		1,000.0
Debt issuance costs	—		(0.2)
Debt issuance costs	(0.5)		(0.1)
Current portion of note payable	0.4		0.3
Current portion of note payable	0.4		0.4
Total Short-term borrowings and current portion of long-term debt	$	500.4	$	500.1
Total Short-term borrowings and current portion of long-term debt	$	499.9	$	1,000.3

Long-term debt consisted of the following:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
1.55% senior notes due 2026	$	—	$	500.0
2026 Term Loan	$	750.0	$	—
3.60% senior notes due 2027	600.0		600.0
2.95% senior notes due 2029	650.0		650.0
4.35% senior notes due 2030	650.0		650.0
2.70% senior notes due 2031	446.62		~~423~~447.23
4.55% senior notes due 2032	500.0		500.0
4.80% senior notes due 2034	850.0		850.0
4.70% senior notes due 2045	900.0		900.0
Debt issuance costs	(3937.15)		(4237.37)
AR facility	525.0		300.0
AR Facility	525.0		525.0
Note payable	—		0.3
Total Long-term debt	$	5,833.7	$	5,084.6
Total Long-term debt	$	5,082.5	$	5,331.2

Credit Facilities

~~The~~On ~~Company~~March ~~maintains a senior revolving credit facility~~20, ~~which was amended and restated on June 27~~2026, ~~2025.~~the ItCompany ~~consists~~entered ofinto ~~a five-year revolving facility in~~ the ~~principal amount of up to~~ $~~1,000~~750.0, ~~with~~2026 ~~the~~Term ~~option~~Loan ofthat ~~increasing~~will ~~the~~mature ~~facility~~on byMarch ~~up to an additional $500.0~~20, ~~subject to certain conditions~~2028, ~~including~~and ~~obtaining~~anticipates ~~additional~~using ~~commitments~~the ~~from~~proceeds ~~new or existing lenders. The revolving credit facility also provides for a subfacility of up~~ to ~~$100.0~~repay ~~for~~maturing ~~swing~~short-term ~~line~~debt ~~borrowings~~ and afor ~~subfacility~~other ofcorporate ~~up to $150~~uses.0 ~~for~~The ~~issuances~~principal ofbalance ~~letters~~ of ~~credit. Borrowings under~~ the ~~revolving~~2026 ~~credit~~Term ~~facility~~Loan ~~bear~~bears interest at a floating per annum rate equal to, at the Company’s election, either (i) a ~~Secured Overnight Financing Rate~~SOFR-based rate plus a margin ~~ranging~~of ~~from~~ 0.~~805~~700% ~~to 1.300%~~ or (ii) a base rate plus a margin ~~ranging from 0.0% to 0.300%, in each case depending on the Company’s long-term debt ratings. The Company is required to pay a facility fee quarterly on the aggregate amount~~ of ~~commitments under the revolving credit facility, at a per annum rate ranging from~~ 0.~~070% to~~ 0~~.200~~%~~, depending on the Company’s long-term debt ratings, regardless of usage~~. ~~The~~As ~~revolving credit facility is permitted to be used for general corporate purposes, including working capital, capital expenditures, funding~~ of ~~share~~March ~~repurchases and certain other payments~~31, ~~acquisitions~~2026, ~~and other investments. There were no balances outstanding on~~ the ~~Company’s current revolving credit facility and $103.3 in outstanding letters of credit on the Company’s subfacility as of September 30, 2025. At September 30, 2025, the~~ effective interest rate on the ~~revolving~~2026 ~~credit~~Term ~~facility~~Loan was 54.1639%. ~~The revolving credit facility expires in June 2030.~~

~~Under~~The ~~the~~ Company’s maintains a senior revolving credit facility, ~~the~~which ~~Company~~was isamended ~~subject~~and torestated ~~negative~~on ~~covenants~~June ~~limiting~~27, ~~subsidiary~~2025. ~~indebtedness~~It ~~and~~consists ~~certain~~of ~~other~~a ~~covenants~~five-year ~~typical~~revolving ~~for~~facility ~~investment~~in ~~grade-rated~~the ~~borrowers~~principal amount of up to $1,000.0, ~~and~~with the ~~Company~~option isof ~~required~~increasing the facility by up to ~~maintain~~an additional $500.0, subject to certain ~~leverage~~conditions, ~~ratios~~including obtaining additional commitments from new or existing lenders. The ~~Company~~revolving ~~was~~credit infacility ~~compliance~~also ~~with~~provides ~~all~~for ~~covenants~~a insubfacility ~~its~~of ~~term~~up ~~loans~~to $100.0 for swing line borrowings and a subfacility of up to $150.0 for issuances of letters of credit. Borrowings under the revolving credit facility bear interest at ~~September~~a ~~30,~~floating ~~2025,~~rate ~~and~~equal ~~expects~~to ~~that~~either it(i) ~~will~~a ~~remain~~SOFR-based inrate ~~compliance~~plus ~~with~~a ~~its~~margin ~~existing~~ranging ~~debt~~from ~~covenants~~0.805% ~~for~~to 1.300% or (ii) a base rate plus a margin ranging from 0.0% to 0.300%, in each case depending on the ~~next~~Company’s 12long-term ~~months~~debt ratings. The Company is required to pay a facility fee

On August 23, 2024, the Company and a bankruptcy-remote special purpose vehicle (SPV) entered into an accounts receivable securitization facility with a three-year term (AR Facility). The AR Facility allowed the Company to borrow an amount of up to $300.0 through August of 2027 and increase up to $700.0, subject to the satisfaction of certain conditions.

On January 31, 2025, the Company amended its AR Facility (AR Facility Amendment). The AR Facility Amendment

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(Unaudited)

~~increased~~quarterly on the aggregate amount of commitments under the ~~Company~~revolving ~~can~~credit ~~borrow~~facility, at a per annum rate ranging from ~~$300~~0.070% to 0.200%, depending on the Company’s long-term debt ratings, regardless of usage. The revolving credit facility is permitted to be used for general corporate purposes, including working capital, capital expenditures, funding of share repurchases and certain other payments, acquisitions, and other investments. At March 31, 2026, there were no balances outstanding on the Company’s current revolving credit facility and $~~700~~107.04 ~~through~~in ~~August~~outstanding letters of ~~2027~~credit on the Company’s subfacility. At March 31, 2026, the effective interest rate on the revolving credit facility was 4.67%. The revolving credit facility expires in June 2030.

On August 23, 2024, the Company and a SPV entered into a $300.0 three-year accounts receivable securitization facility with PNC Bank, National Association (PNC) as administrative agent. The AR Facility provides for purchases of accounts receivable by PNC in an amount of up to $300.0 through August 2027, and may increase up to $700.0, subject to the satisfaction of certain conditions.

On January 31, 2025, the Company amended its AR Facility. The amended AR Facility increased the amount the Company can borrow from $300.0 to $700.0 through August of 2027. On January 28, 2026, the Company further amended its AR Facility. 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.

The SPV is a variable interest entity for which the Company is the primary beneficiary. The SPV’s sole business consists of the continuous purchase of receivables from the Company which is used as collateral for the loan. Although the SPV is included in the Company’s Condensed Consolidated Financial Statements, it is a separate legal entity with separate creditors.

Upon the transfer of ownership and control of the receivables to the SPV, the Company has no retained interests in the receivables sold and they become unavailable to the Company’s creditors should the relevant seller become insolvent. The Company has collection and administrative responsibilities for the receivables sold to the SPV.

~~During~~The Company received no loan proceeds under the ~~nine~~AR Facility during the three months ended ~~September~~March 3031, ~~2025,~~2026. ~~and~~During ~~2024~~the three months ended March 31, 2025, the Company received loan proceeds of $225.0 ~~and $300.0~~ under the AR Facility, which isare included in cash from financing activities in the Condensed Consolidated Statement of Cash Flows.

Under the Company’s 2026 Term Loan, revolving credit facility, indentures relating to the Company’s senior notes, and AR Facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers, and with respect to the 2026 Term Loan and revolving credit facility, the Company is required to maintain certain leverage ratios. The Company was in compliance with all such covenants and leverage ratios at March 31, 2026, and expects that it will remain in compliance with its existing covenants and leverage ratios for the next 12 months.

7. PREFERRED STOCK AND COMMON SHAREHOLDERS’ EQUITY

The Company is authorized to issue up to 265.0 shares of its ~~common stock, par value $0.10 per share (~~Common Stock). The Company is authorized to issue up to 30.0 shares of preferred stock, par value $0.10 per share. There were no preferred shares outstanding at ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025.

The changes in the Company’s shares of Common Stock issued and outstanding are summarized below:

			Nine Months Ended September 30, 2025
			Three Months Ended March 31, 2026
Beginning balance			8382.42
Shares issued under employee stock plans			0.5
Shares repurchased			(0.94)
Ending balance			8382.03

Share Repurchase Program

~~When~~The ~~the~~ Company ~~repurchases~~has ~~shares~~entered and may continue to enter into Rule 10b5-1 plans from time to time to facilitate repurchases of its Common Stock,. During the ~~amount~~three ~~paid~~months toended ~~repurchase~~March 31, 2026, the ~~shares~~Company inpurchased ~~excess~~0.4 shares of ~~the~~its ~~par~~Common orStock ~~stated~~at ~~value~~an isaverage ~~allocated~~price toof ~~Additional~~$273.76 ~~paid-in-capital~~per ~~within~~share ~~the~~for ~~Condensed~~a ~~Consolidated~~total ~~Balance~~cost ~~Sheets~~of ~~unless~~$98.0. ~~subject~~During tothe ~~limitation~~three ormonths ~~the~~ended ~~balance~~March in31, ~~Additional~~2025, ~~paid-in-capital~~the isCompany ~~exhausted.~~did ~~Remaining~~not ~~amounts~~repurchase ~~are~~any ~~recognized~~shares asof aits ~~reduction~~Common inStock. ~~Retained~~At ~~earnings~~March ~~within~~31, 2026, the Company’s ~~Condensed~~had ~~Consolidated~~outstanding ~~Balance~~authorization ~~Sheets~~from its Board to purchase up to $732.4 maximum value of shares of Common Stock.

~~During~~When the ~~nine months ended September 30, 2025, the~~ Company ~~purchased~~repurchases ~~0.9~~ shares of ~~its~~ Common Stock, atthe anamount ~~average~~paid ~~price~~to ofrepurchase ~~$249.27~~the ~~per~~shares ~~share~~in ~~for~~excess ~~a total cost~~ of ~~$225.0. During~~ the ~~nine~~par ~~months~~or ~~ended~~stated ~~September~~value ~~30,~~is ~~2024,~~allocated ~~the~~to ~~Company~~Additional ~~purchased~~paid-in-capital ~~0.8~~within ~~shares~~the ofCondensed ~~its~~Consolidated ~~Common~~Balance ~~Stock~~Sheet atunless ansubject ~~average~~to ~~price of $211.63 per share for a total cost of $175.0.~~

At September 30, 2025, the Company had outstanding authorization from its board of directors (Board) to purchase up to $1,055.4 maximum value of Common Stock.

Dividends

During each of the three months ended September 30, 2025, and 2024, and each of the nine months ended September 30, 2025, and 2024, a cash dividend of $0.72 and $2.16 per share of Common Stock, respectively, was declared and paid.

On October 8, 2025, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $60.6 in the aggregate. The dividend will be paid on December 11, 2025, to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on November 26, 2025. The declaration and payment of any future dividends will be at the discretion of the Board.

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss were as follows:

	Foreign Currency Translation Adjustments		Net Benefit Plan Adjustments		Accumulated Other Comprehensive Loss
Balance at December 31, 2024	$	(264.7)	$	3.1	$	(261.6)
Current year adjustments	218.5		1.5		220.0
Tax effect of adjustments	—		(0.4)		(0.4)
Balance at September 30, 2025	$	(46.2)	$	4.2	$	(42.0)

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(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

limitation or the balance in Additional paid-in-capital is exhausted. Remaining amounts are recognized as a reduction in Retained earnings within the Company’s Condensed Consolidated Balance Sheet.

Dividends

During the three months ended March 31, 2026, and 2025, the Company declared and paid a cash dividend of $0.72 per share of Common Stock.

On April 9, 2026, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $60.0 in the aggregate. The dividend will be paid on June 11, 2026, to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on May 29, 2026. The declaration and payment of any future dividends will be at the discretion of the Board.

Accumulated Other Comprehensive Loss

The components of Accumulated other comprehensive loss were as follows:


	Foreign Currency Translation Adjustments		Net Benefit Plan Adjustments		Accumulated Other Comprehensive Loss
Balance at December 31, 2024	$	(264.7)	$	3.1	$	(261.6)
Current year adjustments	69.7		0.4		70.1
Tax effect on adjustments	—		(0.1)		(0.1)
Balance at March 31, 2025	$	(195.0)	$	3.4	$	(191.6)

Balance at December 31, 2025	$	(33.0)	$	5.4	$	(27.6)
Current year adjustments	(36.0)		0.5		(35.5)


Tax effect of adjustments	—		(0.1)		(0.1)
Balance at March 31, 2026	$	(69.0)	$	5.8	$	(63.2)

8. COMMITMENTS AND CONTINGENCIES

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

The Company has a noncancelable contract with a vendor to purchase supplies inventory pursuant to which the Company is obligated to make expected total future minimum payments of $122.3, including $27.8 for the remainder of 2026, $20.5 in 2027, and $74.0 in 2028.

Legal Contingencies

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

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

The Company believes that it is in compliance in all material respects with all statutes, regulations, and other requirements applicable to its commercial laboratory operations and ~~biopharma~~drug ~~laboratory~~development support services. ~~These~~The healthcare diagnostics and drug development industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations. Therefore, the applicable statutes and regulations could be interpreted or applied by a prosecutorial, regulatory, or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these statutes and regulations include significant civil and criminal penalties, fines, the loss of various licenses, certificates and authorizations, additional liabilities from third-party claims, and/or exclusion from participation in government programs.

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

The Company is unable to estimate a range of reasonably probable loss for the proceedings described in more detail below in which damages either have not been specified or, in the Company’s judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages, (ii) there is uncertainty as to the outcome of pending appeals or motions, (iii) there are significant factual issues to be resolved, and/or (iv) there are novel legal issues to be presented. For these proceedings, however, the Company does not believe, based on currently available information, that the adverse outcomes are probable and reasonably estimable, and it does not believe they will have a material adverse effect on the Company’s financial statements.

The Company has received various subpoenas and other civil investigative demands related to Medicaid billing. In October 2013, the Company received a Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid. The Company cooperated with this request. On October 5, 2018, the Company received a second Civil Investigative Demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid. The Company cooperated with this request. On January 26, 2021, the Company was notified that a qui tam Petition was pending under seal in the District Court, 250th Judicial District, Travis County, Texas, and that the State of Texas had intervened. On April 14, 2021, the Petition was unsealed. The Petition alleges that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations, and that the Company offered remuneration to Texas healthcare providers in the form of discounted pricing for certain laboratory testing services in exchange for the providers’ referral of Texas Medicaid business to the Company. The Petition seeks actual and double damages and civil penalties, as well as recovery of costs, attorney’s fees, and legal expenses. On August 1, 2022, the District Court entered an order granting the Company’s Motion for Partial Summary Judgment with respect to the claim that the Company submitted claims for reimbursement to Texas Medicaid that were higher than permitted under Texas Medicaid’s alleged “best price” regulations. Plaintiffs filed a Notice of Non-Suit and Motion for Entry of Final Judgment and, on November 11, 2022, the court entered a Judgment. Plaintiffs filed a Notice of Appeal with respect to the court’s order granting the Company’s Motion for Partial Summary Judgment, referenced above. On

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LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

~~December~~statutes ~~31,~~and ~~2024,~~regulations ~~the~~include ~~Texas~~significant ~~Court~~civil ofand ~~Appeals~~criminal ~~issued~~penalties, afines, ~~decision reversing~~ the ~~District~~loss ~~Court’s~~of ~~order~~various ~~granting~~licenses, ~~the~~certificates ~~Company’s~~and ~~Motion~~authorizations, ~~for~~additional ~~Partial~~liabilities ~~Summary~~from ~~Judgment.~~third-party ~~On February 28~~claims, ~~2025,~~and/or ~~the~~exclusion ~~Company~~from ~~filed~~participation in ~~the~~government ~~Texas Supreme Court a Petition for Review with respect to the Texas Court of Appeals decision~~programs. ~~The Company will vigorously defend the lawsuit.~~

OnMany ~~August~~of ~~31, 2015,~~ the ~~Company~~current ~~was~~claims ~~served~~and ~~with~~legal aactions ~~putative~~against ~~class~~the ~~action~~Company ~~lawsuit,~~are ~~Patty~~in ~~Davis~~preliminary v.stages, ~~Laboratory~~and ~~Corporation~~many of ~~America,~~these etcases ~~al.,~~seek ~~filed~~an inindeterminate ~~the~~amount ~~Circuit Court~~ of ~~the Thirteenth Judicial Circuit for Hillsborough County, Florida~~damages. The ~~complaint alleged that the~~ Company ~~violated~~records ~~the~~an ~~Florida~~aggregate ~~Consumer~~legal ~~Collection~~reserve, ~~Practices~~which ~~Act~~is bydetermined ~~billing~~using ~~patients~~calculations ~~who~~based ~~were~~on ~~collecting~~historical ~~benefits~~loss ~~under~~rates ~~the~~and ~~Workers’~~assessment ~~Compensation~~of ~~Statutes.~~trends ~~The~~experienced ~~lawsuit~~in ~~sought~~settlements ~~injunctive relief~~ and ~~actual~~defense ~~and~~costs. ~~statutory~~In ~~damages,~~accordance aswith ~~well~~FASB asAccounting ~~recovery~~Standards ofCodification ~~attorney’s~~Topic ~~fees~~450, ~~and legal expenses. In April 2017~~Contingencies, the ~~Circuit Court granted the~~ Company’s ~~Motion~~establishes reserves for ~~Judgment~~judicial, onregulatory, ~~the~~and ~~Pleadings.~~arbitration ~~The~~matters ~~Plaintiff~~outside ~~appealed~~ the ~~Circuit~~aggregate ~~Court’s~~legal ~~ruling~~reserve toif ~~the~~and ~~Florida~~when ~~Second~~those ~~District~~matters ~~Court~~present ofloss ~~Appeal.~~contingencies Onthat ~~October~~are ~~16,~~both ~~2019,~~probable ~~the~~and ~~Florida~~reasonably ~~Second~~estimable ~~District~~and ~~Court~~would ofexceed ~~Appeal reversed~~ the ~~Circuit~~aggregate ~~Court’s~~legal ~~dismissal,~~reserve. ~~but~~If ~~certified~~the areasonable ~~controlling~~estimate ~~issue~~ of ~~Florida~~a ~~law~~known toor ~~the~~probable ~~Florida~~loss ~~Supreme~~is ~~Court.~~a ~~On February 17~~range, ~~2020,~~and ~~the~~no ~~Florida~~amount ~~Supreme~~within ~~Court accepted jurisdiction of~~ the ~~lawsuit.~~range ~~The~~is ~~court~~a ~~held~~better ~~oral~~estimate ~~arguments~~than onany ~~December 9~~other, ~~2020. On May 26, 2022,~~ the ~~Florida~~minimum ~~Supreme~~amount ~~Court issued an opinion approving the result~~ of the ~~Florida~~range ~~Second~~is ~~District~~accrued. ~~Court~~If ofa ~~Appeal~~loss inis ~~favor~~reasonably ofpossible ~~the~~but ~~Plaintiff.~~not Onknown or ~~about October 31~~probable, ~~2024, Labcorp~~ and ~~the~~may ~~Plaintiff~~be ~~(on~~reasonably ~~behalf~~estimated, of the ~~putative~~estimated ~~class)~~loss ~~entered~~or ~~into~~range aof ~~Settlement~~loss ~~Agreement~~is disclosed. OnWhen ~~August~~loss ~~13,~~contingencies ~~2025,~~are ~~the~~not ~~court~~both ~~entered~~probable aand ~~Final~~reasonably ~~Judgment Approving Settlement Agreement~~estimable, ~~Certifying~~the ~~Class~~Company ~~and~~does ~~Approving~~not ~~Service~~establish ~~Fee~~separate ~~Award and Attorneys’ Fees and Costs~~reserves.

OnThe ~~April~~Company 1,is ~~2019,~~unable ~~Covance~~to ~~Research~~estimate ~~Products~~a ~~was~~range ~~served~~of ~~with~~reasonably apossible ~~Grand~~loss ~~Jury~~for ~~Subpoena~~the ~~issued~~proceedings bydescribed in more detail below in which damages either have not been specified or, in the ~~Department~~Company’s ofjudgment, ~~Justice~~are unsupported and/or exaggerated and (~~DOJ~~i) the proceedings are in ~~Miami~~early stages, ~~Florida~~(ii) ~~requiring~~there is uncertainty as to the ~~production~~outcome of ~~documents~~pending ~~related~~appeals toor ~~the~~motions, ~~importation~~(iii) ~~into~~there ~~the~~are ~~United~~significant ~~States~~factual ofissues ~~live~~to ~~non-human~~be ~~primate~~resolved, ~~shipments~~and/or ~~originating~~(iv) ~~from~~there orare ~~transiting~~novel ~~through~~legal ~~China~~issues to be presented. For these proceedings, ~~Cambodia~~however, ~~and/or~~the ~~Vietnam~~Company ~~from~~does ~~April~~not 1believe, ~~2014~~based ~~through~~on ~~March~~currently 28available information, ~~2019.~~that ~~The~~the ~~Company~~adverse ~~responded~~outcomes toare probable and reasonably estimable, and it does not believe they will have a material adverse effect on the ~~DOJ~~Company’s financial statements.

OnThe ~~May~~Company ~~14,~~has ~~2019,~~received ~~Retrieval-Masters~~various ~~Creditors~~subpoenas ~~Bureau,~~and ~~Inc.~~other ~~d/b/a~~civil ~~American~~investigative ~~Medical~~demands ~~Collection~~related ~~Agency~~to ~~(AMCA),~~Medicaid anbilling. ~~external~~In ~~collection~~October ~~agency~~2013, ~~notified~~ the Company ~~about~~received a ~~security~~Civil ~~incident~~Investigative ~~AMCA~~Demand ~~experienced~~from ~~that~~the ~~may~~State ~~have~~of ~~involved~~Texas ~~certain~~Office ~~personal~~of ~~information~~the ~~about~~Attorney ~~some~~General ofrequesting ~~the~~documents ~~Company’s~~related ~~patients~~to ~~(the~~its ~~AMCA~~billing ~~Incident)~~to Texas Medicaid. The Company ~~referred~~cooperated ~~patient~~with ~~balances~~this torequest. ~~AMCA~~On ~~only~~October ~~when~~5, ~~direct~~2018, ~~collection~~the ~~efforts~~Company ~~were~~received ~~unsuccessful.~~a ~~The~~second ~~Company’s~~Civil ~~systems~~Investigative ~~were~~Demand ~~not~~from ~~impacted~~the byState of Texas Office of the ~~AMCA~~Attorney ~~Incident~~General requesting documents related to its billing to Texas Medicaid. ~~Upon~~The ~~learning~~Company ofcooperated ~~the~~with ~~AMCA~~this ~~Incident~~request. On January 26, 2021, the Company ~~promptly~~was ~~stopped~~notified ~~sending~~that ~~new~~a ~~collection~~qui ~~requests~~tam toPetition ~~AMCA~~was ~~and~~pending ~~stopped~~under ~~AMCA~~seal ~~from~~in ~~continuing~~the toDistrict ~~work~~Court, on250th ~~any~~Judicial ~~pending~~District, ~~collection~~Travis ~~requests~~County, ~~from~~Texas, and that the ~~Company~~State of Texas had intervened. ~~AMCA~~On ~~informed~~April 14, 2021, the ~~Company~~Petition ~~that~~was itunsealed. ~~appeared~~The Petition alleges that anthe ~~unauthorized~~Company ~~user~~submitted ~~had~~claims ~~access~~for reimbursement to ~~AMCA’s~~Texas ~~system~~Medicaid ~~between~~that ~~August~~were 1,higher ~~2018,~~than ~~and~~permitted ~~March~~under ~~30,~~Texas ~~2019~~Medicaid’s alleged “best price” regulations, and that ~~AMCA~~the ~~could~~Company ~~not~~offered ~~rule~~remuneration ~~out~~to ~~the~~Texas ~~possibility~~healthcare ~~that~~providers ~~personal~~in ~~information~~the onform ~~AMCA’s~~of ~~system~~discounted ~~was~~pricing atfor ~~risk~~certain ~~during~~laboratory ~~that~~testing ~~time~~services ~~period.~~in ~~Information~~exchange onfor ~~AMCA~~the providers’s ~~affected~~referral ~~system~~of ~~from~~Texas Medicaid business to the Company. ~~may~~The ~~have~~Petition ~~included~~seeks ~~name,~~actual ~~address,~~and double damages and ~~balance~~civil ~~information~~penalties, ~~for~~as ~~the~~well ~~patient~~as recovery of costs, attorney’s fees, and ~~person~~legal ~~responsible~~expenses. ~~for~~On ~~payment~~August 1, ~~along~~2022, ~~with~~the District Court entered an order granting the ~~patient~~Company’s ~~phone~~Motion ~~number,~~for ~~date~~Partial ofSummary ~~birth,~~Judgment ~~referring~~with ~~physician,~~respect ~~and~~to ~~date~~the ofclaim ~~service.~~that ~~The~~the Company ~~was~~submitted ~~later~~claims ~~informed~~for byreimbursement ~~AMCA~~to Texas Medicaid that ~~health~~were ~~insurance~~higher ~~information~~than ~~may~~permitted ~~have~~under ~~been~~Texas ~~included~~Medicaid’s ~~for~~alleged ~~some~~“best ~~individuals,~~price” regulations. Plaintiffs filed a Notice of Non-Suit and ~~because~~Motion ~~some~~for ~~insurance~~Entry ~~carriers~~of ~~utilize~~Final Judgment and, on November 11, 2022, the ~~Social~~court ~~Security~~entered ~~Number~~a asjudgment. Plaintiffs filed a ~~subscriber~~Notice ~~identification~~of ~~number,~~Appeal with respect to the ~~Social~~court’s ~~Security~~order ~~Number~~granting ~~for~~the ~~some~~Company’s ~~individuals~~Motion ~~may~~for ~~also~~Partial ~~have~~Summary ~~been~~Judgment, ~~affected~~referenced above. NoOn ~~ordered~~December ~~tests~~31, ~~laboratory~~2024, ~~test~~the ~~results,~~Texas orCourt ~~diagnostic~~of ~~information~~Appeals ~~from~~issued a decision reversing the ~~Company~~District ~~were~~Court’s inorder granting the ~~AMCA~~Company’s ~~affected~~Motion ~~system~~for Partial Summary Judgment. ~~The~~On February 28, 2025, the Company ~~notified~~filed ~~individuals~~in ~~for~~the ~~whom~~Texas itSupreme ~~had~~Court a ~~valid~~Petition ~~mailing~~for ~~address.~~Review ~~For~~with respect to the ~~individuals~~Texas ~~whose~~Court ~~Social~~of ~~Security~~Appeals ~~Number~~decision. ~~was~~On ~~affected~~January 16, 2026, the ~~notice~~Texas ~~included~~Supreme anCourt ~~offer~~granted tothe ~~enroll~~Petition infor ~~credit~~Review, ~~monitoring~~ and ~~identity~~on ~~protection~~February ~~services~~12, ~~that~~2026, ~~was~~the ~~provided~~Texas ~~free~~Supreme ofCourt ~~charge~~held ~~for~~oral 24argument. ~~months~~The Company will vigorously defend the lawsuit.

~~Twenty-three~~On ~~putative~~May ~~class~~14, ~~action~~2019, ~~lawsuits~~Retrieval-Masters ~~were~~Creditors ~~filed~~Bureau, ~~against~~Inc. ~~the~~d/b/a ~~Company~~AMCA, ~~related~~an toexternal ~~the~~collection ~~AMCA~~agency, ~~Incident~~notified inthe ~~various~~Company ~~U.S.~~about ~~District~~a ~~Courts.~~security ~~Numerous~~incident ~~similar~~AMCA ~~lawsuits~~experienced ~~have~~that ~~been~~may ~~filed~~have ~~against~~involved ~~other~~certain ~~healthcare~~personal ~~providers~~information ~~who~~about ~~used~~some ~~AMCA.~~of ~~These~~the ~~lawsuits~~Company’s ~~were~~patients ~~consolidated~~(the ~~into~~AMCA aIncident). ~~multidistrict~~The ~~litigation~~Company inreferred ~~the~~patient ~~District~~balances ofto ~~New~~AMCA ~~Jersey.~~only Onwhen ~~November~~direct ~~15,~~collection ~~2019,~~efforts ~~the~~were ~~Plaintiffs~~unsuccessful. ~~filed~~The aCompany’s ~~Consolidated~~systems ~~Class~~were ~~Action~~not ~~Complaint~~impacted inby the UAMCA Incident.S. ~~District~~Upon ~~Court~~learning of ~~New~~the ~~Jersey.~~AMCA ~~The~~Incident, ~~consolidated~~the ~~Complaint~~Company ~~generally~~promptly ~~alleged~~stopped ~~that~~sending ~~the~~new ~~Company~~collection ~~did~~requests ~~not~~to ~~adequately~~AMCA ~~protect~~and ~~its~~stopped ~~patients’~~AMCA ~~data~~from ~~and~~continuing ~~failed~~ to ~~timely~~work ~~notify~~on ~~those~~any ~~patients~~pending ofcollection requests from the Company. AMCA ~~Incident.~~informed ~~The~~the ~~Complaint~~Company ~~asserted~~that ~~various~~it ~~causes~~appeared ofthat ~~action,~~an ~~including~~unauthorized ~~but~~user ~~not~~had ~~limited~~access to ~~negligence,~~AMCA’s ~~breach~~system ofbetween ~~implied~~August ~~contract~~1, ~~unjust~~2018, ~~enrichment~~and March 30, 2019, and ~~the~~that ~~violation~~AMCA ofcould ~~state~~not ~~data~~rule ~~protection~~out ~~statutes.~~the ~~The~~possibility ~~Complaint~~that ~~sought~~personal ~~damages~~information on ~~behalf~~AMCA’s ofsystem awas ~~class~~at ofrisk ~~all~~during ~~affected~~that ~~Company~~time ~~customers~~period. OnInformation ~~January~~on ~~22,~~AMCA’s ~~2020,~~affected system from the Company ~~filed~~may ~~Motions~~have toincluded ~~Dismiss~~name, ~~all~~address, ~~claims.~~and Onbalance ~~December~~information ~~16,~~for ~~2021,~~ the ~~court~~patient ~~granted~~and inperson ~~part~~responsible ~~and~~for ~~denied~~payment, inalong ~~part~~with the ~~Company~~patient’s ~~Motion~~phone tonumber, ~~Dismiss.~~date Onof ~~March 31~~birth, ~~2022~~referring physician, ~~the~~and ~~Plaintiffs~~date ~~filed~~of anservice. ~~Amended~~The ~~Complaint~~Company ~~alleging~~was ~~claims~~later ~~for~~informed ~~negligence,~~by ~~negligence~~AMCA ~~per~~that ~~se,~~health ~~breach~~insurance ofinformation ~~confidence,~~may ~~invasion~~have ofbeen ~~privacy,~~included ~~and~~for ~~various~~some ~~state~~individuals, ~~statutory~~and ~~claims,~~because ~~including~~some ainsurance ~~claim~~carriers ~~under~~utilize the ~~California~~Social ~~Confidentiality~~Security ofNumber ~~Medical~~as ~~Information~~a ~~Act.~~subscriber ~~The~~identification ~~Company~~number, ~~filed~~the aSocial ~~Motion~~Security toNumber ~~Dismiss~~for ~~certain~~some ~~claims~~individuals ofmay ~~the~~also ~~Amended~~have ~~Complaint~~been affected. OnNo ~~May~~ordered 5tests, ~~2023,~~laboratory ~~the~~test ~~court~~results, ~~granted~~or indiagnostic ~~part~~information ~~and~~from ~~denied in part~~ the Company’s ~~Motion~~were toin ~~Dismiss.~~the OnAMCA ~~November~~affected ~~1, 2024, Plaintiffs served their motion for class certification~~system. The Company ~~will~~notified ~~vigorously~~individuals ~~defend~~for ~~the~~whom ~~remaining~~it ~~claims~~had ina ~~the~~valid ~~multi-district~~mailing ~~litigation.~~

The Company was served with a shareholder derivative lawsuit, Raymond Eugenio, Derivatively on Behalf of Nominal Defendant, Laboratory Corporation of America Holdings v. Lance Berberian, et al., filed in the Court of Chancery of the State of Delaware on April 23, 2020. The complaint asserts derivative claims on the Company’s behalf against the Company’s board

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

~~of directors and certain executive officers~~address. ~~The~~For ~~complaint generally alleges that~~ the ~~defendants~~individuals ~~failed~~whose toSocial ~~ensure~~Security ~~that~~Number ~~the~~was ~~Company utilized proper cybersecurity safeguards and failed to implement a sufficient response to data security incidents~~affected, ~~including~~ the ~~AMCA~~notice ~~Incident.~~included ~~The~~an ~~complaint~~offer ~~asserts~~to ~~derivative~~enroll ~~claims~~in ~~for~~credit ~~breach~~monitoring ~~of fiduciary duty~~ and ~~seeks~~identity ~~relief~~protection ~~including~~services ~~damages,~~that ~~certain~~was ~~disclosures,~~provided ~~and~~free certain changes to the Company’s internal governance practices. On June 2, 2020, the Company filed a Motion to Stay the lawsuit due to its overlap with the multi-district litigation referenced above. On July 2, 2020, the Company filed a Motion to Dismiss. On July 14, 2020, the court entered an order staying the lawsuit pending the resolution of ~~the~~charge ~~multi-district~~for ~~litigation.~~24 ~~The Company will vigorously defend the lawsuit~~months.

~~Certain~~Twenty-three ~~governmental~~putative ~~entities~~class ~~have~~action ~~requested~~lawsuits ~~information~~were ~~from~~filed against the Company related to the AMCA Incident in various U.S. ~~The~~District ~~Company~~Courts. ~~received~~Numerous similar lawsuits have been filed against other healthcare providers who used AMCA. These lawsuits were consolidated into a ~~request~~multidistrict ~~for~~litigation ~~information~~in ~~from~~the District of New Jersey. On November 15, 2019, the ~~Office~~Plaintiffs ~~for~~filed ~~Civil~~a ~~Rights~~Consolidated ~~(OCR)~~Class Action Complaint in the U.S. District Court of New Jersey. The consolidated Complaint generally alleged that the ~~Department~~Company did not adequately protect its patients’ data and failed to timely notify those patients of ~~Health~~the AMCA Incident. The Complaint asserted various causes of action, including but not limited to negligence, breach of implied contract, unjust enrichment, and ~~Human~~the ~~Services~~violation of state data protection statutes. The Complaint sought damages on behalf of a class of all affected Company customers. On ~~April~~January 2822, 2020, ~~OCR~~the ~~notified~~Company filed Motions to Dismiss all claims. On December 16, 2021, the court granted in part and denied in part the Company’s Motion to Dismiss. On March 31, 2022, the Plaintiffs filed an Amended Complaint alleging claims for negligence, negligence per se, breach of confidence, invasion of privacy, and various state statutory claims, including a claim under the ~~closure~~California Confidentiality of ~~its~~Medical ~~inquiry~~Information Act. The Company ~~has~~filed ~~also~~a ~~received~~Motion ~~requests~~to ~~from~~Dismiss acertain ~~multi-state~~claims ~~group~~ of ~~state~~the ~~Attorneys~~Amended ~~General~~Complaint. On May 5, 2023, the court granted in part and isdenied ~~cooperating~~in ~~with~~part ~~these~~the ~~requests~~Company’s Motion to Dismiss. On November 1, 2024, Plaintiffs served their motion for ~~information~~class certification. On March 2, 2026, the parties entered into a Class Action Settlement and Release, which is subject to court approval.

OnThe ~~January 31, 2020, the~~ Company was served with a ~~putative~~shareholder ~~class~~derivative ~~action~~ lawsuit, ~~Luke~~Raymond ~~Davis~~Eugenio, ~~and~~Derivatively ~~Julian~~on ~~Vargas,~~Behalf etof ~~al.~~Nominal v.Defendant, Laboratory Corporation of America Holdings, ~~filed in the U~~v.S. ~~District~~Lance ~~Court~~Berberian, ~~for~~et ~~the Central District of California~~al., ~~The~~filed ~~lawsuit~~in ~~alleges that visually impaired patients are unable to use~~ the ~~Company’s~~Court ~~touchscreen~~of ~~kiosks~~Chancery ~~at Company patient service centers in violation~~ of the ~~Americans~~State ~~with~~of ~~Disabilities~~Delaware ~~Act~~on ~~and~~April ~~similar~~23, ~~California statutes~~2020. The ~~lawsuit~~complaint ~~seeks~~asserts ~~statutory~~derivative ~~damages,~~claims ~~injunctive~~on ~~relief,~~the ~~and attorney~~Company’s ~~fees~~behalf ~~and~~against ~~costs. On March 20, 2020,~~ the Company’s ~~filed~~board aof ~~Motion~~directors ~~to Dismiss Plaintiffs’ Complaint~~ and tocertain ~~Strike~~executive ~~Class Allegations~~officers. InThe ~~August~~complaint ~~2020,~~generally ~~the~~alleges ~~Plaintiffs~~that ~~filed~~the andefendants ~~Amended~~failed ~~Complaint.~~to Onensure ~~April~~that ~~26, 2021,~~ the ~~Plaintiffs and the~~ Company ~~each~~utilized ~~filed~~proper ~~Motions~~cybersecurity ~~for~~safeguards ~~Summary Judgment~~ and ~~the~~failed ~~Plaintiffs~~to ~~filed~~implement a ~~Motion~~sufficient ~~for~~response ~~Class~~to ~~Certification.~~data Onsecurity ~~May 23~~incidents, ~~2022,~~including the ~~court~~AMCA ~~entered an order granting Plaintiffs’ Motion for Class Certification~~Incident. OnThe ~~June~~complaint 6,asserts ~~2022,~~derivative ~~the~~claims ~~Company filed a Petition~~ for ~~Permission~~breach ~~to Appeal the Order Granting Class Certification with the U.S. Court~~ of ~~Appeals~~fiduciary ~~for~~duty ~~the~~and ~~Ninth~~seeks ~~Circuit.~~relief Onincluding ~~September 22~~damages, ~~2022~~certain disclosures, ~~the~~and ~~Ninth~~certain ~~Circuit~~changes ~~granted~~to the Company’s ~~Petition~~internal ~~for~~governance ~~Permission to Appeal the Order Granting Class Certification~~practices. On ~~February~~June 82, ~~2024~~2020, the ~~Ninth~~Company ~~Circuit~~filed ~~affirmed~~a ~~the~~Motion ~~trial~~to ~~court’s~~Stay ~~decision~~the tolawsuit ~~certify~~due ~~both~~to aits ~~California~~overlap ~~damages~~with ~~class~~the ~~and~~multi-district alitigation ~~nationwide~~referenced ~~injunctive class~~above. On ~~March~~July 252, ~~2024~~2020, the Company filed a ~~Petition~~Motion ~~for~~to ~~Rehearing En Banc with the Ninth Circuit~~Dismiss. On ~~April~~July 1814, ~~2024~~2020, the ~~Ninth~~court ~~Circuit~~entered ~~denied~~an ~~the~~order ~~Petition~~staying ~~for~~the ~~Rehearing~~lawsuit Enpending ~~Banc. On September 13, 2024,~~ the ~~Company~~resolution ~~filed a Petition for Writ~~ of ~~Certiorari with~~ the ~~United~~multi-district ~~States Supreme Court, which was granted on January 24, 2025, and then dismissed on June 5, 2025~~litigation. The Company will vigorously defend the lawsuit.

OnCertain ~~October~~governmental ~~16,~~entities ~~2020,~~have ~~Ravgen~~requested ~~Inc.~~information ~~filed~~from ~~a patent infringement lawsuit, Ravgen Inc. v. Laboratory Corporation of America Holdings, in~~ the ~~U.S.~~Company ~~District~~related ~~Court for~~to the ~~Western~~AMCA ~~District of Texas, alleging infringement of two Ravgen-owned U~~Incident.S. ~~patents.~~ The ~~lawsuit~~Company ~~sought~~received ~~monetary~~a ~~damages,~~request ~~enhancement of those damages~~ for ~~willfulness,~~information ~~and~~from ~~recovery of attorney’s fees and costs. On September 28, 2022, a jury rendered a verdict in favor of~~ the ~~Plaintiff~~OCR ~~on the sole asserted patent finding that the Company willfully infringed Ravgen’s patent, and awarded damages~~ of ~~$272.0. Plaintiff filed post-trial motions seeking enhanced damages of up to $817.0 based on~~ the ~~finding~~Department of ~~willfulness,~~Health ~~as well as attorney’s fees~~ and ~~costs~~Human Services. On ~~May~~April 1228, ~~2023~~2020, ~~the~~OCR ~~court~~notified ~~issued an order granting Plaintiff’s motion in part and awarding enhanced damages of $100.0. On January 23, 2025,~~ the ~~court~~Company ~~issued an order awarding Plaintiff post-verdict supplemental damages~~ of ~~$2.6, an ongoing royalty of one hundred dollars and 00/100 cents per test through~~ the ~~life~~closure of ~~the~~its ~~patent at issue, pre- and post-judgment interest, and other relief~~inquiry. InThe ~~January and February 2025, the trial court entered orders denying the~~ Company’s ~~post-trial motions and the Company~~ has ~~filed~~also anreceived ~~appeal.~~requests Onfrom ~~March~~a ~~18,~~multi-state ~~2025,~~group ~~the Company filed an appeal bond with the Court to stay enforcement~~ of ~~the~~state ~~judgment~~Attorneys ~~pending~~General ~~appeal.~~and ~~The~~is ~~Company~~cooperating ~~strongly disagrees~~ with ~~the~~these ~~verdict,~~requests ~~based~~for ~~on a number of legal factors, and will vigorously defend the lawsuit through the appeal process~~information.

On ~~May~~January 1431, 2020, the Company was served with a putative class action lawsuit, ~~Jose~~Luke ~~Bermejo~~Davis and Julian Vargas, et al. v. Laboratory Corporation of America ~~(Bermejo~~Holdings, I) filed in the ~~Superior~~U.S. District Court for the Central District of California,. ~~County~~The lawsuit alleges that visually impaired patients are unable to use the Company’s touchscreen kiosks at Company PSCs in violation of ~~Los~~the ~~Angeles~~Americans ~~Central~~with ~~District~~Disabilities Act and similar California statutes. The lawsuit seeks statutory damages, ~~alleging~~injunctive ~~that~~relief, ~~certain~~and ~~non-exempt~~attorney’s ~~California-based~~fees ~~employees~~and ~~were~~costs. ~~not~~On ~~properly~~March ~~compensated~~20, ~~for~~2020, ~~driving~~the ~~time~~Company orfiled ~~properly~~a ~~paid~~Motion ~~wages~~to ~~upon~~Dismiss ~~termination~~Plaintiffs’ ofComplaint ~~employment~~and to Strike Class Allegations. ~~The~~In ~~Plaintiff~~August ~~asserted~~2020, ~~these~~the ~~actions~~Plaintiffs ~~violated~~filed ~~various~~an ~~California~~Amended ~~Labor~~Complaint. ~~Code~~On ~~provisions~~April 26, 2021, the Plaintiffs and ~~Section~~the ~~17200~~Company each filed Motions for Summary Judgment and the Plaintiffs filed a Motion for Class Certification. On May 23, 2022, the court entered an order granting Plaintiffs’ Motion for Class Certification. On June 6, 2022, the Company filed a Petition for Permission to Appeal the Order Granting Class Certification with the U.S. Court of Appeals for the ~~Business~~Ninth ~~and~~Circuit. ~~Professional~~On ~~Code~~September 22, 2022, the Ninth Circuit granted the Company’s Petition for Permission to Appeal the Order Granting Class Certification. ~~The~~On ~~lawsuit~~February ~~sought~~8, ~~monetary~~2024, the Ninth Circuit affirmed the trial court’s decision to certify both a California damages class and a nationwide injunctive class. On March 25, ~~civil~~2024, ~~penalties~~the Company filed a Petition for Rehearing En Banc with the Ninth Circuit. On April 18, ~~and~~2024, ~~recovery~~the Ninth Circuit denied the Petition for Rehearing En Banc. On September 13, 2024, the Company filed a Petition for Writ of ~~attorney’s~~Certiorari ~~fees~~with the U.S. Supreme Court, which was granted on January 24, 2025, and ~~costs~~then dismissed on June 5, 2025. In March 2026, the parties filed cross Motions for Summary Judgment. The Company will vigorously defend the lawsuit.

On ~~June~~October 1516, 2020, ~~the~~Ravgen Inc. filed a patent infringement lawsuit, ~~was~~Ravgen ~~removed~~Inc. tov. Laboratory Corporation of America Holdings, in the U.S. District Court  for the ~~Central~~Western District of ~~California. On June 16~~ Texas, ~~2020,~~alleging ~~the~~infringement ~~Company~~of ~~was~~two ~~served~~Ravgen-owned ~~with~~U.S. apatents. ~~Private~~The ~~Attorney General Act~~ lawsuit bysought ~~the~~monetary ~~same~~damages, ~~plaintiff~~enhancement ~~in Jose Bermejo v. Laboratory Corporation~~ of ~~America~~those ~~(Bermejo~~damages ~~II)~~for willfulness, ~~filed~~and inrecovery ~~the Superior Court~~ of ~~California,~~attorney’s ~~County~~fees ofand ~~Los~~costs. ~~Angeles~~On ~~Central~~September ~~District~~28, ~~alleging~~2022, ~~that~~a ~~certain~~jury ~~Company~~rendered ~~practices~~a ~~violated~~verdict ~~California~~in ~~Labor~~favor ~~Code~~of ~~penalty~~the ~~provisions~~Plaintiff ~~related~~on tothe ~~unpaid~~sole ~~and~~asserted ~~minimum~~patent ~~wages,~~finding ~~unpaid~~that ~~overtime,~~the ~~unpaid~~Company ~~meal~~willfully ~~and~~infringed ~~rest~~Ravgen’s ~~break premiums~~patent, ~~untimely~~and ~~payment~~awarded ofdamages ~~wages following separation~~ of ~~employment,~~$272.0. ~~failure~~Plaintiff tofiled ~~maintain~~post-trial ~~accurate~~motions ~~pay~~seeking ~~records,~~enhanced ~~and~~damages ~~non-reimbursement~~ of ~~business~~up ~~expenses~~to $817.0 ~~The~~based ~~second~~on ~~lawsuit~~the ~~sought~~finding toof ~~recover~~willfulness, ~~civil~~as ~~penalties~~well ~~and~~as ~~recovery of~~ attorney’s fees and costs. On ~~October~~May 2812, ~~2020~~2023, the court issued an order ~~staying~~granting ~~proceedings~~Plaintiff’s motion in ~~Bermejo~~part IIand ~~pending~~awarding ~~resolution~~enhanced damages of ~~Bermejo I~~$100.0. ~~The~~On ~~second~~January ~~lawsuit~~23, ~~sought~~2025, ~~to recover civil penalties and recovery of attorney’s fees~~

TABLE OF CONTENTS

LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

~~and~~the ~~costs.~~court Onissued ~~February~~an ~~24,~~order ~~2022,~~awarding ~~the~~Plaintiff ~~parties~~post-verdict ~~entered~~supplemental ~~into~~damages aof ~~Memorandum~~$2.6, ofan ~~Understanding~~ongoing royalty of ~~the~~one ~~terms~~hundred ofdollars aand ~~settlement~~00/100 cents per test through the life of the ~~Bermejo~~patent Iat issue, pre- and ~~Bermejo~~post-judgment IIinterest, ~~lawsuits~~and other relief. ~~The~~In ~~court~~January ~~granted~~and ~~preliminary~~February ~~approval~~2025, ofthe trial court entered orders denying the ~~parties~~Company’s ~~settlement~~post-trial ~~agreement~~motions ofand the ~~Bermejo~~Company Ihas ~~lawsuit~~filed onan appeal. On March 1718, ~~2023~~2025, ~~and of~~ the ~~Bermejo~~Company IIfiled ~~lawsuit~~an onappeal ~~November~~bond ~~29,~~with ~~2023.~~the OnCourt ~~October~~to ~~15,~~stay ~~2025,~~enforcement of the ~~court~~judgment ~~granted~~pending ~~final~~appeal. ~~approval~~The ofCompany strongly disagrees with the ~~parties’~~verdict, ~~settlements~~based inon ~~both~~a ~~Bermejo~~number Iof legal factors, and ~~Bermejo~~will IIvigorously ~~and~~defend ~~dismissed~~the lawsuit through the ~~lawsuits~~appeal process.

On June 7, 2023, the Company was served with a putative class action lawsuit, Connie Howard, Yadira Yazmin Hernandez, and Deborah Reynolds, et al. v. Laboratory Corporation of America, Laboratory Corporation of America Holdings, and Meta Platforms, Inc., filed in the U.S. District Court for the Northern District of California, alleging that the Company’s website includes a tracking code created by Meta, known as the Meta Pixel, that sent information related to Plaintiffs and their online activities to Meta. Plaintiffs assert claims against the Company under California and Pennsylvania law and seek to represent classes of all persons in California, or in Pennsylvania, who allegedly entered search terms into the Company’s website and who used Facebook during a time that Plaintiffs allege the Meta Pixel was active on the Company’s website. Plaintiffs seek an injunction, damages, attorneys’ fees, and costs. On August 23, 2023, the Company filed a Motion to Dismiss. On September 5, 2023, the lawsuit was transferred to the U.S. District Court for the Middle District of North Carolina. On September 9, 2023, Plaintiffs filed an Amended Complaint. Among other things, the Amended Complaint contains allegations that in addition to the Meta Pixel, the Company’s website uses Google Analytics and other online tracking technologies. On October 11, 2023, the Company filed a Motion to Dismiss the Amended Complaint. On ~~September~~April 272, ~~2024~~2026, the ~~Court~~parties ~~denied~~entered ~~the~~into ~~Motion~~a toClass ~~Dismiss~~Action ~~the~~Settlement ~~Amended~~and ~~Complaint.~~Release, ~~The~~which ~~Company~~is ~~will~~subject ~~vigorously~~to ~~defend~~court ~~the lawsuit~~approval.

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

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

On June 27, 2022, the Company was served with a Subpoena Duces Tecum issued by the DOJ in Boston, Massachusetts requiring the production of documents related to urine drug testing. The Company is cooperating with the DOJ.

There are various other pending legal proceedings involving the Company including, but not limited to, additional employment-related lawsuits, professional liability lawsuits, and commercial lawsuits. While it is not feasible to predict the outcome of such proceedings, in the opinion of the Company, the likelihood of loss is remote and any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to the Company’s financial condition, results of operations, or cash flows, either individually or in the aggregate.

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

9. FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company’s population of financial assets and liabilities subject to fair value measurements were as follows:

				Fair Value Measurements
	Condensed Consolidated Balance Sheets Classification			~~September~~March 3031, ~~2025~~2026
		Fair Value at		Using Fair Value Hierarchy
		September 30, 2025		Level 1		Level 2		Level 3
		March 31, 2026		Level 1		Level 2		Level 3
Noncontrolling interest put	Noncontrolling interest	$	16.19	$	—	$	16.19	$	—
Cross currency swaps	Other liabilities	$	~~282~~268.38	$	—	$	~~282~~268.38	$	—
Interest rate swaps	Other liabilities	$	53.48	$	—	$	53.48	$	—
Cash surrender value of life insurance policies	Other assets, net	$	~~107~~102.93	$	—	$	~~107~~102.93	$	—
Deferred compensation asset	Other assets, net	$	5056.45	$	—	$	5056.45	$	—
Deferred compensation liability	Other liabilities	$	~~146~~153.85	$	—	$	~~146~~153.85	$	—
Contingent consideration	Accrued expenses and other/Other liabilities	$	67139.38	$	—	$	—	$	67139.38

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LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

				Fair Value Measurements
	Condensed Consolidated Balance Sheets Classification			December 31, ~~2024~~2025
		Fair Value at		Using Fair Value Hierarchy
		December 31, 2024		Level 1		Level 2		Level 3
		December 31, 2025		Level 1		Level 2		Level 3
Noncontrolling interest put	Noncontrolling interest	$	1416.39	$	—	$	1416.39	$	—
Cross currency swaps	Other liabilities	$	~~142~~274.70	$	—	$	~~142~~274.70	$	—
Interest rate swaps	Other liabilities	$	7652.87	$	—	$	7652.87	$	—
Cash surrender value of life insurance policies	Other assets, net	$	~~102~~99.16	$	—	$	~~102~~99.16	$	—
Deferred compensation asset	Other assets, net	$	3553.71	$	—	$	3553.71	$	—
Deferred compensation liability	Other liabilities	$	~~132~~150.5	$	—	$	~~132~~150.5	$	—
Contingent consideration	Accrued expenses and other/Other liabilities	$	1050.80	$	—	$	—	$	1050.80

Fair Value Measurement of Level 3 Liabilities:	Contingent Consideration		~~Contingent Consideration~~
Balance at December 31, 2024			$	10.8
Balance at December 31, 2025	$	50.0
Additions from business acquisitions	89.8		~~56.5~~
Balance at September 30, 2025			$	67.3
Balance at March 31, 2026	$	139.8	(1)

(1)At March 31, 2026, $75.5 and $64.3 of contingent consideration is included within Accrued expenses and other and Other liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheets.

The Company has a noncontrolling interest put option related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s Condensed Consolidated Balance Sheets. The noncontrolling interest put is valued at its contractually determined value, which approximates fair value.

The fair values of derivative financial instruments have been determined based on market value equivalents at the balance sheet date, taking into account the current interest rate environment and therefore were classified as Level 2 measurements in the fair value hierarchy.

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

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

The carrying amounts of cash and cash equivalents, accounts receivable, ~~income taxes receivable,~~ and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Although recorded at amortized cost on the Company’s Condensed Consolidated Balance Sheets, the fair market value of the Company’s senior notes was $4,~~954~~915.89 and $54,~~762~~963.6 asat ofMarch ~~September 30~~31, ~~2025~~2026, and December 31, ~~2024~~2025, respectively. At March 31, 2026, the carrying value of the Company’s 2026 Term Loan, also recorded at amortized cost, was estimated to approximate fair value primarily due to its variable interest rate. The Company’s senior notes and 2026 Term Loan are considered Level 2 instruments, as the fair market values of these instruments are based on observable market pricing/inputs.

Interest Rate Swaps

~~During~~The ~~the second quarter of 2021, the~~ Company ~~entered~~is ~~into~~party to fixed-to-variable interest rate swap agreements for its 2.70% senior notes due 2031 with an aggregate notional amount of $500.0 and variable interest rates currently based on the ~~three-month~~compounded ~~Secured Overnight Financing Rate~~SOFR, plus 1.~~7060~~33%.

Interest rate swap agreements, which have been used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value. These derivative financial instruments are accounted for as fair value hedges that increase or decrease the value of the Company’s senior notes with the offset being recorded as a component of other long-term assets or liabilities, as applicable. As the specific terms and notional amounts of the derivative financial instruments match

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LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

exposure, are accounted for at fair value. These derivative financial instruments are accounted for as fair value hedges that increase or decrease the value of the Company’s senior notes with the offset being recorded as a component of other long-term assets or liabilities, as applicable. As the specific terms and notional amounts of the derivative financial instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company’s Condensed Consolidated Statements of Operations.

Cross Currency Swaps

~~During~~The ~~the first quarter of 2024, the~~ Company ~~terminated~~is ~~its~~party ~~2024~~to ~~and~~various ~~2025~~ USD to Swiss Franc cross -currency ~~swaps~~swap ~~and~~agreements ~~entered~~with ~~into~~an ~~two~~aggregate ~~new~~notional ~~swaps,~~amount ~~each~~of $1,200.0, with a$300.0 ~~notional~~maturing ~~value~~in of2029, $300.0 ~~and~~maturing ~~maturity~~in ~~dates of~~ 2031, and ~~2034, respectively~~$600.0 maturing in 2034.

~~During~~The ~~the~~above ~~third~~instruments ~~quarter~~are ofdesignated ~~2024,~~as a hedge against the ~~Company~~impact ~~entered~~of ~~into~~foreign ~~five~~exchange ~~new~~movements ~~USD~~on toits net investment in a Swiss ~~Franc~~subsidiary. ~~cross~~Changes in the fair value of the cross-currency swaps, ~~with~~are ancharged ~~aggregate~~or ~~notional~~credited ~~value~~through ofAccumulated ~~$600~~other comprehensive loss in the Condensed Consolidated Balance Sheet until the hedged item is recognized in earnings.0, The cumulative amount of ~~which~~the ~~$300.0~~fair ~~matures~~value inhedging ~~2029~~adjustments ~~and~~is ~~$300.0~~recognized ~~matures~~as incurrency ~~2034~~translation within the Condensed Consolidated Statement of Comprehensive Earnings.

The ~~above~~table ~~instruments~~below ~~are~~provides ~~designated~~information asregarding athe ~~hedge~~location ~~against~~and ~~the~~amount ~~impact~~ of ~~foreign~~pretax ~~exchange~~gains ~~movements on its net investment in a Swiss subsidiary. Changes in the fair value~~ of ~~the~~derivatives ~~cross-currency~~designated ~~swaps are charged or credited through Accumulated other comprehensive income~~ in ~~the Condensed Consolidated Balance Sheet until the hedged item is recognized in earnings. The cumulative amount of the~~ fair value hedging ~~adjustments is recognized as currency translation within the Condensed Consolidated Statement of Comprehensive Earnings.~~relationships:

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


		Amounts included in other comprehensive loss
	Three Months Ended March 31,
		2026		2025

Cross currency swaps		$	5.2	$	7.0

	Amounts included in other comprehensive income
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cross currency swaps	$	8.7	$	(71.8)	$	(139.6)	$	(66.4)

10. SUPPLEMENTAL CASH FLOW INFORMATION

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash paid during the period for:
Interest	$	~~217~~45.02	$	~~179~~92.04
Income taxes, net of refunds	$	~~159~~13.71	$	~~194~~20.53
Disclosure of non-cash financing and investing activities:
Change in accrued property, plant, and equipment	$	(117.50)	$	(3515.64)
Contingent consideration related to business acquisitions	$	89.8	$	24.0

11. BUSINESS SEGMENT INFORMATION

The following table is a summary of segment information for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025. The “management approach” has been used to present the following segment information. This approach is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the ~~chief operating decision maker (~~CODM) for evaluating segment performance and deciding how to allocate resources to segments. The Company’s chief executive officer has been identified as the CODM.

The Company’s CODM uses segment operating income to evaluate segment performance and to allocate resources. This segment performance measure excludes the amortization of intangibles and other assets, restructuring and other charges, goodwill and other asset impairments, and certain corporate charges for items such as transaction costs, and other special items. Other operating expenses are comprised primarily of rent, maintenance, sendout testing, utilities, travel and entertainment, and other segment expenses, including shipping costs for Dx. Segment asset information is not presented because it is not used by the CODM.

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LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

Three Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

Revenues:

BLS

Intercompany eliminations and other

LHI

Revenues

2,~~769~~762.61

~~799~~780.16

(5.21)

3,~~563~~537.56

Operating Earnings:

Labor

1,~~200~~188.61

~~313~~309.83

Supplies

~~589~~613.45

~~119~~121.5

Shipping costs

~~101~~110.8

Depreciation

6663.48

2928.06

Other operating expenses

~~462~~438.80

~~102~~89.87

Segment operating income

~~450~~458.47

~~132~~120.27

~~582~~579.64

General corporate and unallocated expenses

(~~109~~116.96)

Amortization of intangibles and other assets

(6975.56)

Restructuring and other charges

(56.94)

Goodwill and other asset impairments

(0.7)

Total Operating income

380.8

Total Operating income

396.6

Other (expense) income:

Interest expense

(5655.01)

Investment income

312.52

Equity method loss, net

(5.21)

Other, net

(113.91)

Earnings from operations before income taxes

~~337~~319.07

Three Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Revenues:

BLS

Intercompany eliminations and other

LHI

Revenues

2,~~553~~629.56

~~737~~721.73

(95.28)

3,~~282~~345.01

Operating Earnings:

Labor

1,~~146~~123.36

~~293~~289.17

Supplies

~~538~~586.16

~~109~~111.51

Shipping costs

9395.70

Depreciation

6561.17

3128.56

Other operating expenses

~~416~~430.62

8990.0

Segment operating income

~~387~~427.45

~~120~~106.9

~~508~~534.34

General corporate and unallocated expenses

(~~172~~132.54)

Amortization of intangibles and other assets

(6369.76)

Restructuring and other charges

(186.04)

Total Operating income

~~254~~326.10

Other (expense) income:

Interest expense

(5056.40)

Investment income

36.15

Equity method loss, net

(0.53)

Other, net

4(1.30)

Earnings from operations before income taxes

~~210~~275.62

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LABCORP HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

	Nine Months Ended September 30, 2025
Revenues:	Dx		BLS		Intercompany eliminations and other		LHI
Revenues	$	8,148.0	$	2,305.2	$	(17.3)	$	10,435.9
Operating Earnings:
Labor	3,479.3		905.8
Supplies	1,767.3		361.4
Shipping costs			295.0
Depreciation	193.5		86.6
Other operating expenses	1,347.2		294.0
Segment operating income	$	1,360.7	$	362.4			$	1,723.1
General corporate and unallocated expenses							(381.5)
Amortization of intangibles and other assets							(207.4)
Restructuring and other charges							(16.4)
Goodwill and other asset impairments							(0.7)
Total Operating income							1,117.1
Other (expense) income:
Interest expense							(169.1)
Investment income							11.7
Equity method loss, net							(7.2)
Other, net							(35.6)
Earnings from operations before income taxes							$	916.9

	Nine Months Ended September 30, 2024
Revenues:	Dx		BLS		Intercompany eliminations and other		LHI
Revenues	$	7,558.1	$	2,155.6	$	(34.2)	$	9,679.5
Operating Earnings:
Labor	3,274.6		869.2
Supplies	1,642.8		319.7
Shipping costs			271.8
Depreciation	189.9		93.0
Other operating expenses	1,204.0		273.7
Segment operating income	$	1,246.8	$	328.2			$	1,575.0
General corporate and unallocated expenses							(481.7)
Amortization of intangibles and other assets							(186.0)
Restructuring and other charges							(34.6)
Goodwill and other asset impairments							(2.5)
Total Operating income							870.2
Other (expense) income:
Interest expense							(144.9)
Investment income							7.3
Equity method loss, net							(0.7)
Other, net							43.8
Earnings from operations before income taxes							$	775.7

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (Quarterly Report), Labcorp® Holdings Inc. together with its subsidiaries (Labcorp, LHI or the Company) has made, and from time to time may otherwise make in its public filings, press releases, and discussions by Company management, forward-looking statements concerning the Company’s operations, performance, and financial condition, as well as its strategic objectives. Some of these forward-looking statements relate to future events and expectations and can be identified by the use of forward-looking words such as “believes”, “expects”, “may”, “will”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, or “anticipates” or the negative of those words or other comparable terminology. Such forward-looking statements speak only as of the time they are made and are subject to various risks and uncertainties and the Company claims the protection afforded by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those currently anticipated due to a number of factors in addition to those discussed elsewhere herein, including in the “Risk Factors” section of the Annual Report ~~on Form 10-K~~, and in the Company’s other public filings, press releases, and discussions with Company management, including:

1.changes in government and third-party payer regulations, reimbursement, or coverage policies or other future reforms in the ~~United States (~~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 the U.S. Protecting Access to Medicare Act ~~of 2014~~;

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

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

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~~U.S. ofClinical ~~clinical~~Laboratory ~~laboratories,~~Improvement ~~the~~Amendments ~~development and commercialization~~ of ~~laboratory-developed tests (LDTs)~~1988, ~~and the delivery of clinical laboratory test results~~Medicare, ~~including~~Medicaid, ~~but~~or ~~not~~other ~~limited~~national, tostate, ~~the~~or ~~U.S.~~local ~~Clinical~~laws ~~Laboratory~~or ~~Improvement~~regulations ~~Act~~ of ~~1967,~~ the U.S. ~~Clinical Laboratory Improvement Amendments of 1988, the European Union In Vitro Diagnostics Regulation,~~ and ~~similar~~other ~~laws~~countries ~~and~~where ~~regulations in jurisdictions in which~~ the Company ~~conducts~~operates ~~business~~laboratories;

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

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 ~~current~~Current ~~good~~Good ~~manufacturing~~Manufacturing ~~practice~~Practice 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 the U.S. Animal Welfare Act or applicable national, state, and local laws and regulations in jurisdictions in which the Company conducts business;

8.changes in testing guidelines or recommendations by government agencies, medical specialty societies, and other authoritative bodies affecting the development, validation, approval, clearance, commercialization, or utilization of laboratory tests;

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 tests, including ~~LDTs~~laboratory-developed tests, drug development, or the conduct of drug development and medical device and diagnostic studies and trials, including regulations and policies of the U.S. Food and Drug Administration, the U.S. Department of Agriculture, the ~~Medicine~~Medicines and Healthcare Products Regulatory Agency in the 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;

2210.changes in government regulations pertaining to the pharmaceutical, biotechnology, medical device, and diagnostic industries, changes in reimbursement of pharmaceutical products, or reduced spending on research and development by pharmaceutical, biotechnology, medical device, and diagnostic customers;

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and Healthcare products Regulatory Agency in the United Kingdom, 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 or reimbursement pertaining to the pharmaceutical, biotechnology and medical device and diagnostic industries, changes in reimbursement of pharmaceutical products, or reduced spending on research and development by pharmaceutical, biotechnology and medical device, and diagnostic customers;

11.liabilities that result from the failure to comply with corporate governance requirements;

12.increased competition, including price competition, potential reduction in rates in response to price transparency initiatives and consumerism, competitive bidding and/or changes or reductions to fee schedules, and competition from companies that do not comply with existing applicable laws or regulations or otherwise disregard compliance standards in the industry;

13.changes in payer mix or payment structure or process, including insurance carrier participation in health insurance exchanges, an increase in capitated reimbursement mechanisms, the impact of clearinghouses on the claims reimbursement process, the impact of a shift to consumer-driven health plans or plans carrying an increased level of member cost-sharing, and adverse changes in payer reimbursement or payer coverage policies (implemented directly or through a third-party utilization management organization) related to specific diagnostic tests, categories of testing, or testing methodologies;

14.failure to retain or attract business from managed care organizations (MCOs) as a result of changes in business models, including risk based or network approaches, out-sourced laboratory network management or utilization management companies, or other changes in strategy or business models by MCOs;21

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process, the impact of a shift to consumer-driven health plans or plans carrying an increased level of member cost-sharing, and adverse changes in payer reimbursement or payer coverage policies (implemented directly or through a third-party utilization management organization) related to specific diagnostic tests, categories of testing, or testing methodologies;

14.failure to retain or attract business from MCOs as a result of changes in strategy or business models;

15.failure to obtain and retain new customers, an unfavorable change in the mix of testing services ordered, or a reduction in tests ordered, specimens submitted, or services requested by existing customers, and delays in payments from customers;

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

17.failure to invest in or effectively develop and deploy new systems, system modifications or enhancements required in response to evolving market, business, and customer trends and needs;

18.~~customers~~failure ~~choosing~~ to ~~insource~~identify, ~~services~~successfully ~~that~~close, ~~are~~and effectively integrate and/or ~~could~~manage beacquisitions ~~purchased~~of ~~from~~new businesses or failure to maintain key customers and/or employees as a result of uncertainty surrounding the ~~Company~~integration of acquisitions;

19.~~failure~~inability to ~~identify,~~achieve ~~successfully~~the ~~close,~~expected ~~and~~benefits ~~effectively integrate~~ and~~/or~~ ~~manage~~synergies ~~acquisitions~~ of ~~new~~newly acquired businesses, orincluding ~~failure~~due to ~~maintain~~items ~~key~~not ~~customers~~discovered ~~and/or~~in ~~employees~~the asdue adiligence ~~result~~process, ofand ~~uncertainty~~the ~~surrounding~~impact on the ~~integration~~Company’s cash position, levels of ~~acquisitions~~indebtedness, and stock price;

20.~~inability~~termination, toloss, ~~achieve the expected benefits and synergies of newly acquired businesses~~delay, ~~including~~reduction ~~due to items not discovered~~ in ~~the due diligence process~~scope, ~~and~~or ~~the~~increased ~~impact~~costs ~~on the Company’s cash position, levels~~ of ~~indebtedness, and stock price~~contracts;

21.~~termination,~~liability ~~loss,~~arising ~~delay,~~from ~~reduction~~errors inor ~~scope,~~omissions orin ~~increased~~the ~~costs~~performance of ~~contracts,~~testing ~~including~~and ~~large~~other ~~contracts~~services ~~and~~or ~~multiple~~other ~~contracts~~contractual arrangements;

22.~~liability~~changes ~~arising from errors~~ or ~~omissions~~disruption in the ~~performance~~provision or transportation of ~~testing~~services ~~and~~or ~~other~~supplies ~~services~~provided by third parties; or ~~other~~their ~~contractual~~termination ~~arrangements~~for failure to follow the Company’s performance standards and requirements;

23.~~changes~~damage or disruption ~~in the provision or transportation of services or supplies provided by third parties; or their termination for failure~~ to ~~follow~~ the Company’s ~~performance standards and requirements~~facilities;

24.~~damage~~impact oron ~~disruption to~~ the Company’s ~~facilities~~reputation, or business, from acts of animal rights activists or potential harm, liability, or operational disruptions arising from, or increased regulations and restrictions, of animal research activities;

25.~~damage~~adverse toresults ~~the~~in ~~Company’s~~litigation ~~reputation, loss of business, or other harm from acts of animal rights activists or potential harm and/or liability arising from animal research activities~~matters;

26.~~adverse~~inability ~~results~~to attract, retain, and develop experienced and qualified personnel, including personnel in ~~litigation~~key ~~matters~~roles and critical positions, due to increased competition for talent, wage growth, or other market factors beyond the Company’s control;

27.~~inability~~failure to ~~attract,~~develop ~~retain,~~or ~~and~~acquire ~~develop~~licenses ~~experienced~~for ~~and~~new ~~qualified~~or ~~personnel~~improved ortechnologies, ~~the~~such ~~loss~~as point-of-care ~~significant~~testing, ~~personnel~~mobile ashealth atechnologies, ~~result~~and ofdigital ~~illness~~pathology, ~~increased~~or ~~competition~~potential ~~for~~use ~~talent,~~of ~~wage~~new ~~growth,~~technologies orby ~~other~~customers ~~market~~and/or ~~factors~~consumers ~~beyond~~to ~~the~~perform ~~Company’s~~their ~~control~~own tests;

28.~~failure~~substantial tocosts ~~develop~~arising orfrom ~~acquire~~the ~~licenses~~inability ~~for~~to ~~new~~commercialize ornewly ~~improved~~licensed ~~technologies,~~tests ~~such~~or ~~as point-of-care testing, mobile health~~ technologies, ~~and digital pathology,~~ or ~~potential~~to ~~use~~obtain ofappropriate ~~new~~coverage ~~technologies by customers and/~~or ~~consumers~~reimbursement tofor ~~perform~~such ~~their own~~ tests;

2329.failure to obtain, maintain, and enforce intellectual property rights for protection of the Company’s offerings and defend against challenges to those rights;

30.scope, validity, and enforceability of patents and other proprietary rights held by third parties that may impact the Company’s ability to develop, perform, or market the Company’s offerings or operate its business;

31.business interruption, receivables impairment, delays in cash collection impacting days sales outstanding, supply chain disruptions or inventory obsolescence, increases in the Company’s material costs or other operating costs, or other impacts on the business due to natural disasters, adverse weather, geopolitical events, public health crises, and other events beyond the Company’s control;

32.discontinuation or recalls of existing products used in the performance of testing;

33.a failure in the information technology systems of the Company or newly-acquired businesses, the failure of the Company or its third-party suppliers and vendors to maintain the security of their information technology systems or to protect against cybersecurity incidents, failures in the development and implementation of the Company’s automation platforms, or adverse effects from the use of or regulation of artificial intelligence and machine learning tools;

34.business interruption, increased costs, and other adverse effects on the Company’s operations due to the unionization of employees, union strikes, work stoppages, general labor unrest, or failure to comply with labor or employment laws;

35.failure to maintain the Company’s days sales outstanding levels, cash collections (in light of increasing levels of patient responsibility), profitability and/or reimbursement arising from unfavorable changes in third-party payer policies, payment delays introduced by third-party utilization management organizations, and increasing levels of patient payment responsibility;

36.impact on the Company’s revenues, cash collections, and the availability of credit for general liquidity or other financing needs arising from a significant deterioration in the economy or financial markets or in the Company’s credit ratings by S&P and/or Moody’s;

37.failure to maintain the expected capital structure for the Company, including failure to maintain the Company’s investment grade rating, or leverage ratio covenants under its revolving credit facility;

38.changes in reimbursement by foreign governments and foreign currency fluctuations;

39.inability to obtain certain billing information from physicians, resulting in increased costs and complexity, a temporary disruption in receipts, and ongoing reductions in reimbursements and revenues;

40.expenses and risks associated with international operations, including, but not limited to, compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, other applicable anti-corruption laws and regulations, trade sanction laws and regulations, and economic, political, legal, and other operational risks associated with foreign jurisdictions;

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2941.~~substantial~~failure ~~costs arising from the inability~~ to ~~commercialize~~achieve ~~newly~~expected ~~licensed~~efficiencies, ~~tests~~benefits, orand ~~technologies~~savings orin toconnection ~~obtain~~with ~~appropriate~~the ~~coverage~~Company’s orbusiness ~~reimbursement~~process ~~for~~improvement ~~such tests~~initiatives;

3042.~~failure~~changes toin ~~obtain,~~tax ~~maintain,~~laws and ~~enforce~~regulations ~~intellectual~~or ~~property~~changes ~~rights~~in ~~for~~their ~~protection of the Company’s offerings and defend against challenges to those rights~~interpretation;

3143.~~scope,~~changing ~~validity,~~global ~~and~~economic ~~enforceability~~conditions ofand ~~patents~~government and ~~other~~regulatory ~~proprietary rights held by third parties that may impact the Company’s ability to develop, perform, or market the Company’s offerings or operate its business~~changes; and

3244.~~business~~risks ~~interruption,~~associated ~~receivables~~with ~~impairment,~~the ~~delays~~impacts inand ~~cash~~expected ~~collection~~benefits ~~impacting~~and ~~days~~costs ~~sales~~of ~~outstanding,~~the ~~supply~~completed ~~chain~~Spin-off ~~disruptions~~of orthe ~~inventory~~Company’s ~~obsolescence,~~former ~~increases~~clinical indevelopment ~~material~~and ~~cost~~commercialization orservices ~~other~~business, ~~operating costs~~Fortrea, orincluding ~~other~~but ~~impacts~~not onlimited ~~the business due~~ to ~~natural~~factors ~~disasters,~~that ~~including~~could ~~adverse~~adversely ~~weather,~~affect ~~fires~~the ~~and~~Company’s ~~earthquakes;~~ability ~~geopolitical~~to ~~crises,~~realize ~~including~~the ~~terrorism~~expected ~~and~~benefits ~~war;~~of ~~public~~the ~~health~~Spin-off ~~crises~~or ~~and~~the ~~disease~~failure ~~epidemics~~of ~~and~~the ~~pandemics,~~Spin-off ~~including, but not limited~~ to ~~the~~qualify ~~continued~~as ~~impact~~a ~~of COVID~~tax-~~19;~~free ~~and~~transaction ~~other~~for ~~events~~U.S. ~~beyond~~federal ~~the~~income ~~Company’s~~tax ~~control;~~purposes.

~~33.discontinuation~~Except oras ~~recalls~~may ofbe ~~existing~~required ~~products~~by ~~used~~applicable inlaw, the ~~performance~~Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of ~~testing;~~new information, future events or otherwise. Given these uncertainties, one should not put undue reliance on any forward-looking statement.

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 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;

35.business interruption, increased costs, and other adverse effects on the Company’s operations due to the unionization of employees, union strikes, work stoppages, general labor unrest or failure to comply with labor or employment laws;

36.failure to maintain the Company’s days sales outstanding levels, cash collections (in light of increasing levels of patient responsibility), profitability and/or reimbursement arising from unfavorable changes in third-party payer policies, payment delays introduced by third-party utilization management organizations, and increasing levels of patient payment responsibility;

37.impact on the Company’s revenues, cash collections, and the availability of credit for general liquidity or other financing needs arising from a significant deterioration in the economy or financial markets or in the Company’s credit ratings by Standard & Poor’s and/or Moody’s;

38.failure to maintain the expected capital structure for the Company, including failure to maintain the Company’s investment grade rating, or leverage ratio covenants under its revolving credit facility;

39.changes in reimbursement by foreign governments and foreign currency fluctuations;

40.inability to obtain certain billing information from physicians, resulting in increased costs and complexity, a temporary disruption in receipts, and ongoing reductions in reimbursements and revenues;

41.expenses and risks associated with international operations, including, but not limited to, compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, other applicable anti-corruption laws and regulations, trade sanction laws and regulations, and economic, political, legal, and other operational risks associated with foreign jurisdictions;

42.failure to achieve expected efficiencies, benefits, and savings in connection with the Company’s business process improvement initiatives;

43.changes in tax laws and regulations or changes in their interpretation;

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

45.risks associated with the impacts and expected benefits and costs of the completed spin-off of the Company’s former clinical development and commercialization services business (Spin-off) Fortrea Holdings Inc. (Fortrea), including but not limited to factors that could adversely affect the Company’s ability to realize the expected benefits of the Spin-off or the failure of the Spin-off to qualify as a tax-free transaction for U.S. federal income tax purposes.

Except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Given these uncertainties, one should not put undue reliance on any forward-looking statements.

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GENERAL (dollars in millions)

For the three months ended ~~September~~March 3031, ~~2025~~2026, the Company’s revenues were $3,~~563~~537.56, an increase of 85.68% from $3,~~282~~345.01 for the corresponding period in ~~2024~~2025. The 85.68% increase for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the corresponding period in ~~2024~~2025, was due to organic revenue of 63.21%, acquisitions, net of divestitures, of 1.74%, and favorable foreign currency translation of 01.73%.

~~For~~The ~~the nine months ended September 30, 2025, the~~ Company’s ~~revenues~~defines ~~were~~organic ~~$10,435.9,~~revenue anand ~~increase~~organic ofgrowth ~~7.8%~~as ~~from $9,679.5 for~~ the ~~corresponding~~increase ~~period~~ in ~~2024.~~revenues ~~The~~excluding ~~7.8% increase for~~ the ~~nine~~year-over-year ~~months~~impact ~~ended~~of ~~September~~acquisitions, 30divestitures, ~~2025~~and currency, as ~~compared~~well toas ~~the~~other ~~corresponding~~strategic ~~period~~actions taken in ~~2024,~~ED. ~~was~~The ~~due~~impacts relating to ~~organic~~acquisitions, ~~revenue~~divestitures, ofand ~~4.6%,~~other ~~acquisitions,~~strategic ~~net~~actions ofare ~~divestitures,~~considered offor ~~3.0%,~~a ~~and~~12-month ~~favorable~~period ~~foreign~~following ~~currency~~the ~~translation~~closing of 0each transaction.~~3%.~~

~~The~~On ~~Company~~July ~~defines~~4, ~~organic~~2025, ~~growth~~the asU.S. government enacted the ~~change~~OBBBA, which includes provisions addressing regulations and federal funding affecting healthcare. These provisions include, but are not limited to, changes to Medicaid and the Affordable Care Act, 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 ~~excluding~~to decrease. However, the ~~year-over-year~~Company currently believes any such reduction would not likely have a material impact on its results of ~~acquisitions,~~operations ~~divestitures,~~in ~~and~~future ~~currency~~periods. ~~Acquisition~~The potential impacts described above represent the Company’s assessment at this time, and ~~divestiture~~the Company will continue to evaluate the impact isof ~~considered~~the ~~for~~OBBBA aon ~~12-month~~its ~~period~~business ~~following~~and operations as the ~~closing~~legislation’s ofprovisions ~~each~~continue ~~transaction.~~to become effective through 2028.

On June 30, 2023, the Company completed the Spin-off. The Transition Services Agreement (TSA) dated June 29, 2023 between Fortrea and Laboratory Corporation of America Holdings (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 into law the One Big Beautiful Bill Act (OBBBA), which includes provisions addressing regulations and federal funding affecting healthcare. These provisions include, but are not limited to, changes to Medicaid and the Affordable Care Act, 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 diagnostic 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 as the legislation’s provisions continue to become effective through 2028.

RESULTS OF OPERATIONS (dollars in millions)

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

Revenues

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Dx	$	2,~~769~~762.61	$	2,~~553~~629.56	8.5.0	%
BLS	~~799~~780.16		~~737~~721.73		8.32	%
Intercompany eliminations and other	(5.21)		(95.28)		4311.50	%
Total	$	3,~~563~~537.56	$	3,~~282~~345.01	85.68	%

Dx revenues for the three months ended ~~September~~March 3031, ~~2025~~2026, were $2,~~769~~762.61, an increase of 8.5.0% over $2,~~553~~629.56 in the ~~third~~first quarter of ~~2024~~2025. The increase was primarily due to organic revenue of 62.39%, ~~and~~ acquisitions, net of divestitures, of 2.0%, and favorable foreign currency translation of 0.2%.

Dx total volume, measured by requisitions, increased by 42.75% as ~~organic~~acquisition volume, ~~increased~~net byof 3divestitures, contributed 1.54% and ~~acquisition~~organic volume, ~~net~~increased ofby ~~divestitures~~1.1%, ~~contributed~~which 1includes an unfavorable impact from weather.~~2%.~~ Price/mix increased by 32.76% ~~primarily~~ due to organic growth of 21.8%, ~~and~~ acquisitions, net of divestitures, of 10.6%, and favorable foreign currency translation of 0.2%.

BLS revenues for the three months ended ~~September~~March 3031, ~~2025~~2026, were $~~799~~780.16, an increase of 8.32% over $~~737~~721.73 in the ~~third~~first quarter of ~~2024~~2025. The increase was due to ~~organic~~favorable ~~growth~~foreign currency translation of 5.35% and ~~favorable~~organic ~~foreign~~growth ~~currency~~of ~~translation~~3.7%, partially offset by an unfavorable impact related to strategic actions undertaken in ED of 31.0%.

~~Cost of Revenues~~23

	Three Months Ended September 30,
	2025			2024			Change
Cost of revenues	$	2,538.4		$	2,377.6		6.8	%
Cost of revenues as a % of revenues	71.2		%	72.4		%

Cost of revenues increased 6.8% during the three months ended September 30, 2025, as compared with the corresponding period in 2024. Cost of revenues as a percentage of revenues during the three months ended September 30, 2025, decreased to 71.2% as compared to 72.4% in the corresponding period in 2024. This decrease was primarily due to operational efficiencies and the impact from revenue growth, including the performance of Invitae.

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Cost of Revenues


	Three Months Ended March 31,
	2026			2025			Change
Cost of revenues	$	2,523.8		$	2,397.1		5.3	%
Cost of revenues as a percentage of revenues	71.3		%	71.7		%

Cost of revenues increased 5.3% during the three months ended March 31, 2026, as compared with the corresponding period in 2025. Cost of revenues as a percentage of revenues during the three months ended March 31, 2026, decreased to 71.3% as compared to 71.7% in the corresponding period in 2025. This decrease was primarily due to organic growth and operating efficiencies, partially offset by typical increases in personnel costs.

Selling, General, and Administrative Expenses

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			Change
	2026			2025			Change
Selling, general, and administrative expenses	$	552.4		$	568.6		(2.9)	%
SG&A	$	551.0		$	546.0		0.9	%
Selling, general, and administrative expenses as a % of revenues	15.5		%	17.3		%
SG&A as a percentage of revenues	15.6		%	16.3		%

~~Selling,~~SG&A ~~general, and administrative expenses~~ as a percentage of revenues were 15.56% and 1716.3% during the three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, respectively. The decrease was primarily due to the impact from revenue growth~~, including the performance of Invitae, and a decrease in costs related to the Spin-off of Fortrea~~.

Amortization of Intangibles and Other Assets

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Amortization of intangibles and other assets	$	6975.56	$	6369.76	98.17	%

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to ~~September~~March 3031, ~~2024~~2025.

Goodwill and Other Asset Impairments

	Three Months Ended September 30,
	2025		2024		Change
Goodwill and other asset impairments	$	0.7	$	—	100.0	%

The impairment charges for the three months ended September 30, 2025, were due to the write-off of certain capitalized software costs.

Restructuring and Other Charges

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Restructuring and other charges	$	56.94	$	186.04	~~(66~~1.4)2	%

During the three months ended ~~September~~March 3031, ~~2025~~2026, the Company recorded net restructuring and other charges of $56.94. The charges were comprised of $414.26 related to severance and other personnel costs, and $1.86 in facility-related costs~~, and $0~~.2 ~~in contract termination costs.~~ The charges were adjusted by the reversal of a previously established ~~liability~~liabilities of $06.26 in unused ~~severance~~facility-related ~~and~~costs, ~~other~~$3.1 ~~personnel~~in contract termination costs, and $0.1 in unused ~~facility-related~~severance and other personnel costs.

During the three months ended ~~September~~March 3031, ~~2024~~2025, the Company recorded net restructuring and other charges of $186.04. The charges were comprised of $197.36 related to severance and other personnel costs. The charges were adjusted by the reversal of a previously established ~~liability~~liabilities of $1.21 in unused severance and other personnel costs and $0.1 in unused facility-related costs.

Interest Expense

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Interest expense	$	5655.01	$	5056.40	10(1.95)	%

For the three months ended ~~September~~March 3031, ~~2025~~2026, interest expense ~~increased~~remained ~~10.9%~~substantially asconsistent compared with the corresponding period in 2024. The increase was primarily due to higher weighted-average interest rates and an increase in the average amount of total debt outstanding during the three months ended September 30, 2025, when compared to the three months ended ~~September~~March 3031, ~~2024~~2025.

Equity Method Loss, Net

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Equity method loss, net	$	(5.21)	$	(0.53)	(~~948~~1,694.75)	%

Equity method loss, net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the healthcare industry. The increase in Equity method loss, net for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared with the corresponding period in ~~2024~~2025, was primarily due to the loss recognized from the SYNLAB investment that closed in ~~the~~March ~~first quarter of~~ 2025.

2624

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Other, Net

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		Change
	2026		2025		Change
Other, net	$	(113.91)	$	4(1.30)	(~~143~~1,219.80)	%

The change in Other, net for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the three months ended ~~September~~March 3031, ~~2024~~2025, is primarily due to ~~the~~foreign ~~TSA~~currency ~~expiration~~transaction ~~resulting~~losses inof a $185.4 ~~decrease~~recognized ~~of fees charged to Fortrea~~ for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared ~~with the corresponding period in 2024, related~~ to ~~administrative~~losses ~~and~~of ~~information technology systems support~~$1.0 ~~The~~for ~~costs to provide these transition services are included in Operating income, but~~ the ~~service~~corresponding ~~fees~~period ~~are~~of ~~included in Other, net~~2025. In addition, there were investment ~~gains~~losses of $27.31, recorded during the three months ended ~~September~~March 3031, ~~2025~~2026, compared to investment losses of $13.64 for the corresponding period of ~~2024~~2025. ~~Foreign~~As ~~currency~~the ~~transaction~~TSA ~~losses~~between ofFortrea ~~$4.9~~and LCAH expired on June 30, 2025, there were ~~recognized~~no fees charged to Fortrea for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared to ~~losses of~~ $103.03 ~~for~~in the corresponding period ofin ~~2024~~2025.

Provision for Income Taxes

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			Change
	2026			2025
Provision for income taxes	$	7541.57		$	4162.02		~~83.9~~	%
Provision for income taxes as a % of earnings before taxes	22.4		%	19.5		%
Provision for income taxes as a percentage of earnings from operations before income taxes	13.1		%	22.6		%

The ~~increase~~decrease in the effective tax rate for the three months ended ~~September~~March 3031, ~~2025~~2026, as compared towith the ~~three~~corresponding ~~months ended September 30~~period, ~~2024,~~ was primarily attributable to discrete benefits recognized from the ~~jurisdictional~~tax ~~mix~~restructuring of ~~earnings~~certain foreign entities.

Operating Results by Segment

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			Change
	2026			2025			Change
Dx segment operating income	$	~~450~~458.47		$	~~387~~427.45		167.3	%
Dx segment operating margin	16.36		%	1516.23		%	10.13	%
BLS segment operating income	~~132~~120.27			~~120~~106.9			912.49	%
BLS segment operating margin	1615.5		%	1614.48		%	0.26	%	(1)
Segment operating income	~~582~~579.64			~~508~~534.34			148.64	%
General corporate and unallocated expenses	(~~109~~116.96)			(~~172~~132.54)			(3612.30)	%
Amortization of intangibles and other assets	(6975.56)			(6369.76)			98.17	%
Goodwill and other asset impairments	(0.7)			—			(100.0)	%
Restructuring and other charges	(6.4)			(6.4)			1.2	%
Restructuring and other charges	(5.9)			(18.0)			(66.4)	%
Total Operating income	$	380.8		$	326.0		16.8	%
Total Operating income	$	396.6		$	254.1		56.1	%

Dx(1)Amount ~~segment~~does ~~operating~~not income was $450.4 for the three months ended September 30, 2025, an increase of $63.0 over operating income of $387.4 in the corresponding period of 2024, and Dx segment operating margin increased 110 basis points yearcross-~~over-year.~~foot ~~The increase in operating income and operating margin was primarily~~ due to ~~organic demand, including the performance of Invitae, as well as slight favorability from weather during the three months ended September 30, 2025, as compared to the corresponding period of 2024~~rounding.

~~BLS~~Dx segment operating income was $~~132~~458.27 for the three months ended ~~September~~March 3031, ~~2025~~2026, an increase of $1131.32 over operating income of $~~120~~427.95 in the corresponding period of ~~2024~~2025, and ~~BLS~~Dx segment operating margin increased 20approximately 30 basis points year-over-year. The increase in operating income and operating margin was primarily due to organic growth, which includes an ~~increase~~unfavorable inimpact ~~organic~~from ~~demand~~weather.

~~General~~BLS ~~corporate~~segment ~~and~~operating ~~unallocated~~income ~~expenses~~was ~~are~~$120.7 ~~comprised~~for ~~primarily~~the ofthree ~~administrative~~months ~~services~~ended ~~such~~March ~~as executive management~~31, ~~human resources~~2026, ~~legal,~~an ~~finance,~~increase ~~corporate~~of ~~affairs, and information technology~~$13.8 ~~General~~over ~~corporate~~operating ~~and~~income ~~unallocated~~of ~~expenses were~~ $~~109~~106.9 ~~for~~in the ~~three~~corresponding ~~months~~period ~~ended~~of ~~September 30,~~ 2025, aand ~~decrease~~BLS ofsegment ~~$62.6~~operating ~~compared~~margin toincreased ~~corporate~~approximately ~~expenses~~60 ofbasis ~~$172~~points year-over-year.5 The increase in ~~the~~operating ~~corresponding~~income ~~period~~and ofoperating ~~2024,~~margin was primarily due to ~~decreases~~growth in ~~acquisition-related costs and costs related to~~ the ~~Spin-off~~Central ofLaboratory ~~Fortrea~~business.

~~Revenues~~General corporate and unallocated expenses are comprised primarily of administrative services such as executive management, human resources, legal, finance, corporate affairs, and information technology. General corporate and unallocated expenses were $116.6 for the three months ended March 31, 2026, a decrease of $15.8 compared to general corporate and unallocated expenses of $132.4 in the corresponding period of 2025, primarily due to decreases in acquisition and disposition-related costs.

	Nine Months Ended September 30,
	2025		2024		Change
Dx	$	8,148.0	$	7,558.1	7.8	%
BLS	2,305.2		2,155.6		6.9	%
Intercompany eliminations and other	(17.3)		(34.2)		49.4	%
Total	$	10,435.9	$	9,679.5	7.8	%

LIQUIDITY AND CAPITAL RESOURCES (dollars and shares in millions, except per share amounts)

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Dx revenues for the nine months ended September 30, 2025, were $8,148.0, an increase of 7.8% over $7,558.1 during the nine months ended September 30, 2024. The increase was due to organic revenue of 4.1% and acquisitions, net of divestitures, of 3.8%, partially offset by unfavorable foreign currency translation of 0.1%.

Dx total volume, measured by requisitions, increased by 4.2% as organic volume increased by 2.6% and acquisition volume, net of divestitures, contributed 1.6%. Price/mix increased by 3.6% due to acquisitions, net of divestitures, of 2.2% and organic growth of 1.5%, partially offset by unfavorable foreign currency translation of 0.1%.

BLS revenues for the nine months ended September 30, 2025, were $2,305.2, an increase of 6.9% over $2,155.6 during the nine months ended September 30, 2024. The increase was due to organic growth of 5.2% and favorable foreign currency translation of 1.7%.

Cost of Revenues

	Nine Months Ended September 30,
	2025			2024			Change
Cost of revenues	$	7,416.6		$	6,951.4		6.7	%
Cost of revenues as a % of revenues	71.1		%	71.8		%

Cost of revenues increased 6.7% during the nine months ended September 30, 2025, as compared with the corresponding period in 2024. Cost of revenues as a percentage of revenues during the nine months ended September 30, 2025, decreased to 71.1% as compared to 71.8% in the corresponding period in 2024. This decrease was primarily due to growth in demand as the Company leveraged the growth of its revenues and operational efficiencies, including the performance of Invitae.

Selling, General, and Administrative Expenses

	Nine Months Ended September 30,
	2025			2024			Change
Selling, general, and administrative expenses	$	1,677.7		$	1,634.8		2.6	%
Selling, general, and administrative expenses as a % of revenues	16.1		%	16.9		%

Selling, general, and administrative expenses as a percentage of revenues were 16.1% and 16.9% during the nine months ended September 30, 2025, and 2024, respectively. 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 of Fortrea, partially offset by higher personnel costs and the impact from Invitae.

Amortization of Intangibles and Other Assets

	Nine Months Ended September 30,
	2025		2024		Change
Amortization of intangibles and other assets	$	207.4	$	186.0	11.5	%

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to September 30, 2024.

Goodwill and Other Asset Impairments

	Nine Months Ended September 30,
	2025		2024		Change
Goodwill and other asset impairments	$	0.7	$	2.5	(71.7)	%

The impairment charges for the nine months ended September 30, 2025, were due to the write-off of certain capitalized software costs. The impairment charges for the nine months ended September 30, 2024, were primarily due to the decommissioning of a robotic asset.

Restructuring and Other Charges

	Nine Months Ended September 30,
	2025		2024		Change
Restructuring and other charges	$	16.4	$	34.6	(52.6)%

During the nine months ended September 30, 2025, the Company recorded net restructuring and other charges of $16.4. The charges were comprised of $21.2 related to severance and other personnel costs, $15.3 in contract termination costs, and $9.1 in facility-related costs. The charges were adjusted by the reversal of a previously established liability of $27.6 in unused facility-related costs and $1.6 in unused severance and other personnel costs.

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During the nine months ended September 30, 2024, the Company recorded net restructuring and other charges of $34.6. The charges were comprised of $34.4 related to severance and other personnel costs and $1.8 in facility-related costs. The charges were adjusted by the reversal of a previously established liability of $1.2 in unused severance and other personnel costs and $0.4 in unused facility-related costs.

Interest Expense

	Nine Months Ended September 30,
	2025		2024		Change
Interest expense	$	169.1	$	144.9	16.7	%

For the nine months ended September 30, 2025, interest expense increased 16.7% as compared with the corresponding period in 2024. The increase was primarily due to higher weighted-average interest rates and an increase in the average amount of total debt outstanding during the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024.

Equity Method Loss, Net

	Nine Months Ended September 30,
	2025		2024		Change
Equity method loss, net	$	(7.2)	$	(0.7)	(878.9)	%

Equity method loss, net represents the Company’s ownership share in joint venture partnerships along with equity investments in other companies in the health care industry. The increase in Equity method loss, net for the nine months ended September 30, 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.

Other, net

	Nine Months Ended September 30,
	2025		2024		Change
Other, net	$	(35.6)	$	43.8	(181.2)	%

The change in Other, net for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, is primarily due to the TSA expiration resulting in a $59.9 decrease of fees charged to Fortrea for the nine months ended September 30, 2025, as compared with the corresponding period in 2024, related to administrative and information technology systems support. The costs to provide these transition services are included in Operating income, but the service fees are included in Other, net. In addition, there were investment losses of $32.4, recorded during the nine months ended September 30, 2025, compared to investment losses of $7.3 for the corresponding period of 2024.

Provision for Income Taxes

	Nine Months Ended September 30,
	2025			2024			Change
Provision for income taxes	$	204.1		$	172.2		18.5	%
Provision for income taxes as a % of earnings before taxes	22.3		%	22.2		%

The increase in the effective tax rate for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily attributable to the jurisdictional mix of earnings.

Operating Income by Segment

	Nine Months Ended September 30,
	2025			2024			Change
Dx segment operating income	$	1,360.7		$	1,246.8		9.2	%
Dx segment operating margin	16.7		%	16.5		%	0.2	%
BLS segment operating income	362.4			328.2			10.4	%
BLS segment operating margin	15.7		%	15.2		%	0.5	%
Segment operating income	1,723.1			1,575.0			9.4	%
General corporate and unallocated expenses	(381.5)			(481.7)			(20.8)	%
Amortization of intangibles and other assets	(207.4)			(186.0)			11.5	%
Goodwill and other asset impairments	(0.7)			(2.5)			(71.7)	%
Restructuring and other charges	(16.4)			(34.6)			(52.6)	%
Operating income	$	1,117.1		$	870.2		28.4	%

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Dx segment operating income was $1,360.7 for the nine months ended September 30, 2025, an increase of $113.9 over operating income of $1,246.8 in the corresponding period of 2024, and Dx segment operating margin increased 20 basis points year-over-year. The increase in operating margin was primarily due to increased demand.

BLS segment operating income was $362.4 for the nine months ended September 30, 2025, an increase of $34.2 over operating income of $328.2 in the corresponding period of 2024, and BLS segment operating margin increased 50 basis points year-over-year. The increase in operating margin was primarily due to increased organic demand and operating efficiencies, partially offset by higher personnel costs.

General corporate expenses are comprised primarily of administrative services such as executive management, human resources, legal, finance, corporate affairs, and information technology. Corporate expenses were $381.5 for the nine months ended September 30, 2025, a decrease of $100.2 over corporate expenses of $481.7 in the corresponding period of 2024, primarily due to decreases in costs related to the Spin-off of Fortrea and acquisition-related costs.

LIQUIDITY AND CAPITAL RESOURCES (dollars in millions, except per share data)

The Company’s cash-generating capability and financial condition typically have provided ready access to capital markets. The Company’s principal source of liquidity is operating cash flow, supplemented by proceeds from debt offerings. The Company’s senior unsecured revolving credit facility is further discussed in Note 6 Debt to the Company’s Condensed Consolidated Financial Statements.

~~The Company’s cash flows were as follows:~~25

	Nine Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	1,026.3	$	808.6
Net cash used for investing activities	(804.1)		(1,157.2)
Net cash (used for) provided by financing activities	(1,166.6)		1,326.6
Effect of exchange rate changes on Cash and cash equivalents	23.8		2.5
Net (decrease) increase in Cash and cash equivalents	$	(920.6)	$	980.5

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~~Cash~~In ~~and~~summary ~~Cash~~the ~~Equivalents~~Company’s cash flows were as follows:

Cash and cash equivalents at September 30, 2025, and 2024, totaled $598.1 and $1,517.3, respectively. Cash and cash equivalents consist of highly liquid instruments, such as time deposits, and other money market investments, which have original maturities of three months or less.


	Three Months Ended March 31,
	2026		2025
Net cash provided by operating activities	$	191.5	$	18.5
Net cash used for investing activities	(322.1)		(336.0)
Net cash provided by (used for) financing activities	580.5		(839.7)
Effect of exchange rate on changes in Cash and cash equivalents	(1.1)		7.9
Net increase (decrease) in Cash and cash equivalents	$	448.8	$	(1,149.3)

Cash and cash equivalents at March 31, 2026, and 2025, totaled $981.1 and $369.4, respectively. Cash and cash equivalents consist of highly liquid instruments, such as time deposits, and other money market investments, which have original maturities of three months or less.

In addition to Cash and cash equivalents, at March 31, 2026, the Company had $1,000.0 of available borrowings under its revolving credit facility, which, as amended on June 27, 2025, expires in 2030.

Cash Flows from Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company’s operations provided $~~1,026~~191.35 of cash as compared to $~~808~~18.65 during the same period in ~~2024~~2025. The $~~217~~173.70 increase in net cash provided byfrom operations in ~~2025~~2026 as compared with the corresponding ~~2024~~2025 period was primarily due to higher cash earnings.

Cash Flows from Investing Activities

Net cash used for investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, was $~~804~~322.1 as compared to $~~1,157~~336.20 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in cash used for investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the corresponding period in ~~2024~~2025, was primarily due to a decrease in ~~business~~purchases ~~acquisitions~~of equity affiliate or other investments and lower capital expenditures, partially offset by ~~the~~an ~~investment~~increase in ~~SYNLAB~~business ~~during the nine months ended September 30, 2025~~acquisitions.

Capital expenditures were $~~310~~121.60 and $~~377~~126.80 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, respectively. Capital expenditures for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, were 3.04% of revenues, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, and further acquisition integration activities.

Cash Flows from Financing Activities

Net cash ~~used~~provided ~~for~~by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, was $~~1,166~~580.65 as compared to net cash ~~provided~~used byfor financing activities of $~~1,326~~839.67 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The ~~change~~movement in cash flows ~~from~~within financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, was primarily due to a decrease ofin ~~proceeds~~payments ~~from~~on senior ~~note~~notes ~~offerings~~ of $21,000.0, an increase in ~~senior~~proceeds ~~note~~from ~~payments~~the 2026 Term Loan of $~~400~~750.0, a decrease ofin proceeds from the Company’s ~~accounts~~AR ~~receivable~~Facility ~~securitization facility~~ of $75225.0, and an increase inof ~~common~~Common ~~stock~~Stock repurchases of $5098.0.

30On January 28, 2026, the Company further amended its AR Facility. 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.

On March 20, 2026, the Company entered into the $750.0 2026 Term Loan that will mature on March 20, 2028, and anticipates using the proceeds to repay maturing short-term debt and for other corporate uses. The principal balance of the 2026 Term Loan bears interest at a floating per annum rate equal to, at the Company’s election, either (i) a SOFR-based rate plus a margin of 0.700% or (ii) a base rate plus a margin of 0.0%. The balance of the 2026 Term Loan at March 31, 2026, was $750.0.

Under the Company’s 2026 Term Loan, revolving credit facility, indentures relating to the Company’s senior notes, and AR Facility, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers, and with respect to the 2026 Term Loan and revolving credit facility, the Company is required to maintain certain leverage ratios. The Company was in compliance with all covenants at March 31, 2026, and expects that it will remain in compliance with its existing debt covenants for the next 12 months.

At March 31, 2026, the Company had outstanding authorization from its Board to purchase up to $732.4 maximum value of Common Stock. The repurchase authorization has no expiration date.

For the three months ended March 31, 2026, the Company paid $61.2 in Common Stock dividends. On April 9, 2026, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $60.0 in the aggregate. The dividend will be paid on June 11, 2026, to stockholders of record of all issued and outstanding shares of Common Stock as of

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~~In addition to Cash and cash equivalents, at September 30, 2025,~~ the ~~Company~~close ~~had $1,000.0~~ of ~~available~~business ~~borrowings under its revolving credit facility, which, as amended~~ on ~~June~~May 2729, ~~2025, expires in 2030~~2026. Under the Company’s credit facilities and indentures relating to the Company’s senior notes, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers, and with respect to the credit facilities, the Company is required to maintain certain leverage ratios. The ~~Company~~declaration ~~was in compliance with all covenants under the credit facilities~~ and ~~the~~payment ~~indentures related to the Company’s outstanding senior notes as~~ of ~~September~~any ~~30,~~future ~~2025.~~dividends ~~The Company expects that it~~ will ~~remain~~be inat ~~compliance~~the ~~with~~discretion ~~all~~of ~~covenants associated with its existing debt obligations for~~ the ~~next 12 months~~Board.

At September 30, 2025, the Company had outstanding authorization from its board of directors (Board) to purchase up to $1,055.4 maximum value of Company common stock, par value $0.10 per share (Common Stock). The repurchase authorization has no expiration date.

For the nine months ended September 30, 2025, the Company paid $181.4 in Common Stock dividends. On October 8, 2025, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $60.6 in the aggregate. The dividend will be payable on December 11, 2025, to stockholders of record of all issued and outstanding shares of Common Stock at the close of business on November 26, 2025. The declaration and payment of any future dividends will be at the discretion of the Board.

Guarantor Information

In 2024, the Company, LCAH and U.S. Bank Trust Company, National Association (the Trustee) entered into a seventeenth supplemental indenture (the Seventeenth Supplemental Indenture) to the indenture, dated as of November 19, 2010, between LCAH and the Trustee (2010 Indenture). In addition, the Company, LCAH and the Trustee entered into the 2024 Indenture on September 23, 2024 (the 2024 Indenture, together with the 2010 Indenture, the Indentures). The Seventeenth Supplemental Indenture, among other things, provides for the full and unconditional guarantee by the Company of LCAH’s obligations under the 2010 Indenture, and each series of senior unsecured notes issued and outstanding thereunder, and the 2024 Indenture provides for the full and unconditional guarantee by the Company of LCAH’s obligations, and each series of senior unsecured notes issued and outstanding, thereunder (collectively, the Labcorp Holdings Guarantees). Also, the Indentures permit the Company to satisfy LCAH’s reporting obligations so long as the Labcorp Holdings Guarantees remain in place and the Company’s Condensed Consolidated Financial Statements and other information comply with the requirements of Rule 3-10 of Regulation S-X.

At ~~September~~March 3031, ~~2025~~2026, there was $3,096.62 and $2,000.0 aggregate principal amount of issued and outstanding senior notes of LCAH, issued under the 2010 Indenture and the 2024 Indenture, respectively, that are fully and unconditionally guaranteed by the Company. Accordingly, pursuant to Rule 3-10 of Regulation S-X, separate consolidated financial statements of LCAH have not been presented. As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, the Company has excluded the summarized financial information for LCAH because the assets, liabilities, and results of operations of LCAH are not materially different than the corresponding amounts in the Company’s Condensed Consolidated Financial Statements and management believes such summarized financial information would be repetitive and would not provide incremental value to investors.

Credit Ratings

The investment grade ~~debt~~credit ratings from Moody’s and S&P Global Ratings contribute to the Company’s ability to access capital markets.

Off-balance Sheet Arrangements

The Company does not have any variable interest entities or special purpose entities whose financial results are not included in the Company’s Condensed Consolidated Financial Statements ~~and the Company does not have any off-balance sheet financing other than normal, short-term leases and letters of credit~~.

Other Commercial Commitments

The Company has ~~outstanding~~ debt instruments outstanding. At ~~September~~March 3031, ~~2025~~2026, the Company had total future payments of $56,~~622~~371.06, with $500.4 ofpayable ~~payments due~~ within 12 months, which the Company anticipates ~~refinancing~~to inrepay ~~future~~primarily ~~periods~~using the proceeds from the 2026 Term Loan.

The Company has leases for ~~patient service centers~~PSCs, laboratories and testing facilities, clinical facilities, general office spaces, vehicles, and office and laboratory equipment. At ~~September~~March 3031, ~~2025~~2026, the Company had total future lease payments for short-term and long-term leases of $1,~~159~~092.58, with payments of $~~230~~221.30 due within 12 months.

InAt ~~connection~~March ~~with the pending acquisitions of select assets of the outreach business from Community Health Systems~~31, ~~Inc. (CHS) and select clinical laboratory assets from Empire City Laboratories~~2026, ~~Inc. (Empire City),~~ the Company ~~expects~~had toprovided ~~pay~~letters upof tocredit ~~$445.0,~~aggregating ~~which~~approximately ~~includes~~ $85107.~~0 of consideration contingent on performance. Subject to customary closing conditions and applicable regulatory approvals~~4, ~~the~~primarily ~~Company~~in ~~expects~~connection ~~the~~with ~~acquisitions~~certain ofinsurance ~~select~~programs ~~assets~~which ~~from~~are ~~CHS~~renewed ~~and Empire City to close in~~ annually.

At March 31, 2026, and in connection with the pending acquisitions of select assets of the outreach business from Parkview, the Company expects to pay up to $165.0. Subject to customary closing conditions and applicable regulatory approvals, the Company expects the acquisition of select assets from Parkview to close in 2026. See Note 3 Business Acquisitions to the Company’s Condensed Consolidated Financial Statements for additional information.

~~TABLE~~Based OFon ~~CONTENTS~~current and projected levels of cash flows from operations, coupled with availability under its revolving credit facility and the 2026 Term Loan, the Company believes it has sufficient liquidity to meet both its anticipated short-term and long-term cash needs for the next 12 months and the reasonably foreseeable future; however, the Company continually reassesses its liquidity position in light of market conditions and other relevant factors.

the fourth quarter of 2025 and the first quarter of 2026, respectively. See Note 3 Business Acquisitions and Dispositions to the Company’s Condensed Consolidated Financial Statements for additional information.

At September 30, 2025, the Company had provided letters of credit aggregating approximately $103.3, primarily in connection with certain insurance programs which are renewed annually.

Based on current and projected levels of cash flows from operations, coupled with availability under its revolving credit facility, the Company believes it has sufficient liquidity to meet both its anticipated short-term and long-term cash needs for the next 12 months and the reasonably foreseeable future; however, the Company continually reassesses its liquidity position in light of market conditions and other relevant factors.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates that appear in Part II. - Item 7 of the ~~Company's~~ Annual Report ~~on Form 10-K for the year ended December 31, 2024~~.

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IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

The impact of recent accounting pronouncements, if any, is discussed in Note 1 Basis of Financial Statement Presentation to the Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE ~~DISCLOSURES~~DISCLOSURE ABOUT MARKET RISK (~~dollars~~dollar amounts in millions)

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, and other relevant market rate or price changes. In the ordinary course of business, the Company is exposed to various market risks, including changes in foreign currency exchange and interest rates, and the Company regularly evaluates the exposure to such changes. 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 swaps, and interest rate swap agreements. The Company does not hold or issue derivative financial instruments for trading purposes.

Foreign Currency Exchange Rates

Approximately 1314.53% and 13.60% of the Company’s revenues for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, respectively, were denominated in currencies other than the ~~U.S. dollar (~~USD). The Company’s Condensed Consolidated Financial Statements are reported in USD and, accordingly, fluctuations in exchange rates will affect the translation of revenues and expenses denominated in foreign currencies into USD for the purpose of reporting the Company’s consolidated financial results. In the ~~third~~first quarter of ~~2025~~2026 and the year ended December 31, ~~2024~~2025, the most significant currency exchange rate exposures were to the Canadian dollar, Swiss ~~franc~~Franc, ~~euro~~Euro, and British ~~pound~~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 the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, by approximately $238.91. Accumulated currency translation adjustments recorded as a separate component of Shareholders’ equity were $(736.80) and $7869.37 for the quarter ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025, respectively. The Company does not have significant operations in countries in which the economy is considered to be highly inflationary.

The Company earns revenue from service contracts over a period of several months, and in some cases, over a period of several years. Accordingly, exchange rate fluctuations during this period may affect the Company’s profitability with respect to such contracts. The Company is also subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the consummation and cash settlement of transactions. The Company limits its foreign currency transaction risk through exchange rate fluctuation provisions stated in some of its contracts with customers, or it may hedge transaction risk with foreign currency forward contracts. At ~~September~~March 3031, ~~2025~~2026, the Company had 1311 open foreign exchange forward contracts with various amounts maturing monthly through ~~October~~April ~~2025~~2026 with a notional value totaling approximately $~~311~~367.23. At December 31, ~~2024~~2025, the Company had 12eight open foreign exchange forward contracts with various amounts maturing monthly through January ~~2025~~2026 with a notional value totaling approximately $~~302~~238.40.

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

Interest Rates

Some of the Company’s debt is subject to interest at variable rates. As a result, fluctuations in interest rates affect the Company’s financial results. The Company attempts to manage interest rate risk and overall borrowing costs through an appropriate mix of fixed and variable rate debt including the utilization of derivative financial instruments, primarily interest rate swaps.

32Borrowings under the Company’s 2026 Term Loan, revolving credit facility, and AR Facility are subject to variable interest rates, unless fixed through interest rate swaps or other agreements. At March 31, 2026, the Company had $750.0 and $525.0 of variable rate debt outstanding under its 2026 Term Loan and AR Facility, respectively. Each quarter-point increase or decrease in the variable rate would result in the Company’s interest expense changing by approximately $3.2 per year for the Company’s debt currently outstanding under its 2026 Term Loan and AR Facility.

To hedge against changes in the fair value portion of the Company’s long-term debt, the Company is party to 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 currently based on the compounded SOFR, plus 1.33%.

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appropriate mix of fixed and variable rate debt including the utilization of derivative financial instruments, primarily interest rate swaps.

Borrowings under the Company’s term loan credit facilities, and revolving credit facility are subject to variable interest rates, unless fixed through interest rate swaps or other agreements.

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 currently based on the three-month Secured Overnight Financing Rate, plus 1.0706%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, the Company carried out, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in ~~Rules13a~~Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2025~~2026.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in ~~Rules13a~~Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended ~~September~~March 3031, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 8 Commitments and Contingencies to the Company’s Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors that appear in Part I. - Item 1A of the ~~Company's~~ Annual Report ~~on Form 10-K for the year ended December 31, 2024~~.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (dollars and shares in millions, except per share data)

During the three months ended ~~September~~March 3031, ~~2025~~2026, the Company repurchased the following shares of its ~~common~~Common ~~stock~~Stock:

	Total Number of Shares Repurchased	Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares that May Yet Be Repurchased Under the Program
July 1 - July 31	—	$	—	—	$	1,080.4
January 1 - January 31	—	$	—	—	$	830.4
August 1 - August 31	—	$	—	—	$	1,080.4
February 1 - February 28	0.1	$	284.01	0.1	$	809.4
September 1 - September 30	0.1	$	277.11	0.1	$	1,055.4
March 1 - March 31	0.3	$	271.09	0.3	$	732.4
	0.1	$	277.11	0.1
	0.4	$	273.76	0.4

At ~~September~~March 3031, ~~2025~~2026, the Company had outstanding authorization from its Board to purchase up to $~~1,055~~732.4 maximum value of shares of Common Stock. The repurchase authorization has no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements:

During the ~~fiscal~~ quarter ended ~~September~~March 3031, ~~2025~~2026, nonone ~~director~~of the Company’s directors or ~~officer~~officers informed it of the ~~Company~~adoption, ~~adopted~~modification or ~~terminated~~termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as ~~each~~those ~~term~~terms isare defined in Regulation S-K, Item 408~~(a)~~, ofexcept ~~Regulation~~as ~~S-K.~~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

Expiration Date

Kathryn W. Kyle

March 9, 2026

Rule 10b5-1 Trading Arrangement

(1,633)

(1)(2)

April 9, 2027

(3)

Executive Vice President, Chief Legal Officer and Corporate Secretary

Bryan T. Vaughn

March 8, 2026

Rule 10b5-1 Trading Arrangement

(2,813)

(1)

May 7, 2027

(3)

Executive Vice President, Diagnostics

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

(2)Ms. Kyle’s plan provides for the sale of up to 195 shares of Common Stock previously acquired from an equity award vesting event.

(3)This trading arrangement permits transactions through the completion of all sales on the respective order entry date.

TABLE OF CONTENTS

ITEM 6. EXHIBITS

(a)
10.1			Second Amendment to Receivables Purchase Agreement, dated as of January 28, 2026, by and among Labcorp Receivables LLC, as seller, persons from time to time party hereto, as purchasers, PNC Bank National Association, as administrative agent, Laboratory Corporation of America Holdings, as Servicer, and PNC Capital Markets, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2026).
10.2			Term Loan Credit Agreement dated as of March 20, 2026 among the Company, Wells Fargo Bank, N.A., as administrative agent, and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2026).
22.1*			Subsidiary Issuers of Guaranteed Securities
31.1*			Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*			Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32**			Written Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS*			Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*			Inline XBRL Taxonomy Extension Schema
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)


*						filed herewith
**						furnished herewith

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TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LABCORP HOLDINGS INC.

Registrant


			By:			/s/ ADAM H. SCHECHTER
						Adam H. Schechter
						President and Chief Executive Officer
						(Principal Executive Officer)


			By:			/s/ JULIA A. WANG
						Julia A. Wang
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)

Dated: ~~October~~May 314, ~~2025~~2026

3632

Filing Compare · LABCORP HOLDINGS INC.