Labcorp Holdings Inc.: Form 10-Q for the period ended Sep 30, 2026

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, 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 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;

2. significant monetary damages and penalties, and/or exclusion 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;

4. loss or suspension of a license or imposition of fines or penalties under, or future changes in or interpretations of the U.S. Clinical Laboratory Improvement Amendments of 1988, Medicare, Medicaid, or other national, state, or local laws or regulations of the U.S. and other countries where the Company operates 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 Good Manufacturing 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 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 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;

10. 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;

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 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. failure to identify, successfully close, and effectively integrate and/or manage acquisitions of new businesses or failure to maintain key customers and/or employees as a result of uncertainty surrounding the integration of acquisitions;

19. inability to achieve the expected benefits and synergies of newly acquired businesses, including due to items not discovered in the due diligence process, and the impact on the Company’s cash position, levels of indebtedness, and stock price;

20. termination, loss, delay, reduction in scope, or increased costs of contracts;

21. liability arising from errors or omissions in the performance of testing and other services or other contractual arrangements;

22. changes 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;

23. damage or disruption to the Company’s facilities;

24. impact on the Company’s 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. adverse results in litigation matters;

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

27. failure to develop or acquire licenses for new or improved technologies, such as point-of-care testing, mobile health technologies, and digital pathology, or potential use of new technologies by customers and/or consumers to perform their own tests;

28. substantial costs arising from the inability to commercialize newly licensed tests or technologies or to obtain appropriate coverage or reimbursement for such tests;

29. 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, chronic physical climate risks such as prolonged heat, drought, water stress, or rising energy costs, 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. challenges, deficiencies, or higher-than-anticipated costs in implementing, integrating, or operating the Company’s new ERP system across broader areas of the Company could disrupt the Company’s business operations, including its supply chain and procurement processes, result in data errors, impair its ability to process transactions, or reduce cash flows or liquidity, including as a result of increased inventory purchases;

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 S&P 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 failure to comply with the leverage ratio or other financial covenants under its debt agreements;

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, 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 statement.

GENERAL (dollars in millions)

For the three months ended September 30, 2026, the Company’s revenues were $3,810.0, an increase of 6.9% from $3,563.5 for the corresponding period in 2025. The 6.9% increase for the three months ended September 30, 2026, as compared to the corresponding period in 2025, was primarily due to organic revenue of 5.5% and acquisitions, net of divestitures, of 1.5%, partially offset by unfavorable foreign currency translation of 0.1%.

For the nine months ended September 30, 2026, the Company’s revenues were $11,078.7, an increase of 6.2% from $10,435.9 for the corresponding period in 2025. The 6.2% increase for the nine months ended September 30, 2026, as compared to the corresponding period in 2025, was due to organic revenue of 4.3%, acquisitions, net of divestitures, of 1.3%, and favorable foreign currency translation of 0.5%.

The Company defines organic revenue and organic growth as the increase in revenues excluding the year-over-year impact of acquisitions, divestitures, and currency, as well as other strategic actions taken in ED. The impacts relating to acquisitions, divestitures, and other strategic actions are considered for a 12-month period following the closing of each transaction.

On July 4, 2025, the U.S. government enacted the OBBBA, which included 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 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

Dx revenues for the three months ended September 30, 2026, were $2,948.9, an increase of 6.5% over $2,769.6 in the third quarter of 2025. The increase was primarily due to organic revenue of 4.4% and acquisitions, net of divestitures, of 2.2%, partially offset by unfavorable foreign currency translation of 0.1%.

Dx total volume, measured by requisitions, increased by 4.8% as organic volume increased by 3.1% and acquisition volume, net of divestitures, contributed 1.6%. Price/mix increased by 1.7% due to organic growth of 1.3% and acquisitions, net of divestitures, of 0.5%, partially offset by unfavorable foreign currency translation of 0.1%.

BLS revenues for the three months ended September 30, 2026, were $866.7, an increase of 8.5% over $799.1 in the third quarter of 2025. The increase was due to organic growth of 9.6%, partially offset by a 0.8% reduction in acquisitions, net of divestitures, which included an unfavorable impact related to strategic actions undertaken in ED, and unfavorable foreign currency translation of 0.3%.

Cost of Revenues

Cost of revenues increased 6.4% during the three months ended September 30, 2026, as compared with the corresponding period in 2025. Cost of revenues as a percentage of revenues during the three months ended September 30, 2026, decreased to 70.9%, as compared to 71.2% in the corresponding period in 2025. This decrease was primarily due to organic growth and operating efficiencies.

Selling, General, and Administrative Expenses

SG&A as a percentage of revenues were 16.0% and 15.5% during the three months ended September 30, 2026, and 2025, respectively. The increase was primarily due to increased personnel costs and higher costs associated with LaunchPad initiatives, partially offset by revenue growth.

Amortization of Intangibles and Other Assets

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to September 30, 2025.

Restructuring and Other Charges

During the three months ended September 30, 2026, the Company recorded net restructuring and other charges of $15.9. The charges were comprised of $12.3 related to severance and other personnel costs, $2.5 in long-lived asset impairment and other non-cash charges, and $2.3 in facility-related costs. The charges were adjusted by the reversal of previously established liabilities of $0.6 in unused facility-related costs, $0.5 in unused contract termination costs, and $0.1 in unused severance and other personnel costs.

During the three months ended September 30, 2025, the Company recorded net restructuring and other charges of $5.9. The charges were comprised of $4.2 related to severance and other personnel costs, $1.8 in facility-related costs, and $0.2 in contract termination costs. The charges were adjusted by the reversal of previously established liabilities of $0.2 in unused severance and other personnel costs and $0.1 in unused facility-related costs.

Interest Expense

For the three months ended September 30, 2026, interest expense increased 5.6%, as compared with the corresponding period in 2025. The increase was primarily due to a higher average amount of total debt outstanding during the three months ended September 30, 2026, when compared to the three months ended September 30, 2025.

Equity Method Loss, Net

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 30, 2026, as compared with the corresponding period in 2025, was primarily due to the loss recognized from the SYNLAB investment.

Other, Net

The change in Other, net was primarily due to a decrease in investment gains recorded during the three months ended September 30, 2026, as compared to the corresponding period of 2025.

Provision for Income Taxes

The decrease in the effective tax rate for the three months ended September 30, 2026, as compared with the corresponding period in 2025, was primarily attributable to the release of uncertain tax positions related to U.S. research and development tax credits.

Operating Results by Segment

Dx segment operating income was $491.6 for the three months ended September 30, 2026, an increase of $41.2 over operating income of $450.4 in the corresponding period of 2025, and Dx segment operating margin increased approximately 40 basis points year-over-year. The increase in Dx segment operating margin was primarily due to organic growth and operating efficiencies.

BLS segment operating income was $159.0 for the three months ended September 30, 2026, an increase of $26.8 over operating income of $132.2 in the corresponding period of 2025, and BLS segment operating margin increased approximately 180 basis points year-over-year. The increase in BLS segment operating margin was primarily due to organic growth and operating efficiencies from the strategic actions taken in ED.

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 $153.9 for the three months ended September 30, 2026, an increase of $43.3 compared to general corporate and unallocated expenses of $110.6 in the corresponding period of 2025, primarily due to higher LaunchPad costs and acquisition and disposition-related costs.

Revenues

Dx revenues for the nine months ended September 30, 2026, were $8,611.7, an increase of 5.7% over $8,148.0 during the nine months ended September 30, 2025. The increase was due to organic revenue of 3.6% and acquisitions, net of divestitures, of 2.0%.

Dx total volume, measured by requisitions, increased by 3.4% as organic volume increased by 2.0% and acquisition volume, net of divestitures, contributed 1.4%. Price/mix increased by 2.3% due to organic growth of 1.6% and acquisitions, net of divestitures, of 0.6%.

BLS revenues for the nine months ended September 30, 2026, were $2,483.5, an increase of 7.7% over $2,305.2 during the nine months ended September 30, 2025. The increase was due to organic growth of 6.6% and favorable foreign currency translation of 2.2%, partially offset by a 1.1% reduction in acquisitions, net of divestitures, which included an unfavorable impact related to strategic actions undertaken in ED.

Cost of Revenues

Cost of revenues increased 5.8% during the nine months ended September 30, 2026, as compared with the corresponding period in 2025. Cost of revenues as a percentage of revenues during the nine months ended September 30, 2026, decreased to 70.8%, as compared to 71.1% in the corresponding period in 2025. This decrease was primarily due to organic growth and operating efficiencies.

Selling, General, and Administrative Expenses

SG&A as a percentage of revenues were 15.7% and 16.1% during the nine months ended September 30, 2026, and 2025, respectively. The decrease was primarily due to revenue growth.

Amortization of Intangibles and Other Assets

The increase in amortization of intangibles and other assets primarily reflects additional amortization for assets acquired subsequent to September 30, 2025.

Restructuring and Other Charges

During the nine months ended September 30, 2026, the Company recorded net restructuring and other charges of $27.4. The charges were comprised of $32.1 related to severance and other personnel costs, $5.6 in facility-related costs, $2.5 in long-lived asset impairment and other non-cash charges, and $0.1 in contract termination costs. The charges were adjusted by the reversal of previously established liabilities of $9.0 in unused facility-related costs, $3.6 in unused contract termination costs, and $0.3 in unused severance and other personnel costs.

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.

Interest Expense

For the nine months ended September 30, 2026, interest expense increased 3.7%, as compared with the corresponding period in 2025. The increase was primarily due to a higher average amount of total debt outstanding during the nine months ended September 30, 2026, when compared to the nine months ended September 30, 2025.

Equity Method Loss, Net

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 nine months ended September 30, 2026, as compared with the corresponding period in 2025, was primarily due to the loss recognized from the SYNLAB investment.

Other, net

The change in Other, net for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to investment losses of $8.5 recorded during the nine months ended September 30, 2026, compared to investment losses of $32.4 for the corresponding period of 2025. In addition, there were foreign currency transaction losses of $13.1 recognized for the nine months ended September 30, 2026, as compared to losses of $8.0 for the corresponding period of 2025. As the TSA between Fortrea and LCAH expired on June 30, 2025, there were no fees charged to Fortrea for the nine months ended September 30, 2026, as compared to $3.8 in the corresponding period in 2025.

Provision for Income Taxes

The decrease in the effective tax rate for the nine months ended September 30, 2026, as compared to the corresponding period in 2025, was primarily attributable to discrete benefits recognized from the tax restructuring of certain foreign entities.

Operating Results by Segment

Dx segment operating income was $1,472.9 for the nine months ended September 30, 2026, an increase of $112.2 over operating income of $1,360.7 in the corresponding period of 2025, and Dx segment operating margin increased approximately

40 basis points year-over-year. The increase in Dx segment operating margin was primarily due to organic growth and operating efficiencies.

BLS segment operating income was $421.9 for the nine months ended September 30, 2026, an increase of $59.5 over operating income of $362.4 in the corresponding period of 2025, and BLS segment operating margin increased approximately 130 basis points year-over-year. The increase in BLS segment operating margin was primarily due to organic growth and operating efficiencies from the strategic actions taken in ED.

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 $400.5 for the nine months ended September 30, 2026, an increase of $18.3 compared to general corporate and unallocated expenses of $382.2 in the corresponding period of 2025, primarily due to increased personnel costs and higher LaunchPad costs, partially offset by lower costs related to the Spin-off.

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

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.

In summary, the Company’s cash flows were as follows:

Cash and cash equivalents at September 30, 2026, and 2025, totaled $261.8 and $598.1, 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 September 30, 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 months ended September 30, 2026, the Company’s operations provided $1,200.8 of cash, as compared to $1,026.3 during the same period in 2025. The $174.5 increase in net cash provided by operations during the nine months ended September 30, 2026, as compared with the corresponding 2025 period, was primarily due to higher cash earnings.

Cash Flows from Investing Activities

Net cash used for investing activities for the nine months ended September 30, 2026, was $1,122.0, as compared to $804.1 for the nine months ended September 30, 2025. The increase in cash used for investing activities for the nine months ended September 30, 2026, as compared to the corresponding period in 2025, was primarily due to increased business acquisitions and capital expenditures, partially offset by a decrease in the purchase of equity affiliates or other investments.

Capital expenditures were $404.2 and $310.6 for the nine months ended September 30, 2026, and 2025, respectively. Capital expenditures for the nine months ended September 30, 2026, were 3.6% of Revenues, primarily in connection with projects to support growth in the Company’s core businesses, facility expansion and updates, implement advanced technology, and further acquisition integration activities.

Cash Flows from Financing Activities

Net cash used for financing activities for the nine months ended September 30, 2026, was $349.4, as compared to $1,166.6 for the nine months ended September 30, 2025. The decrease in cash flows used for financing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily due to increased proceeds from the 2026 Term Loan of $750.0, decreased payments on senior notes of $500.0, partially offset by increased Common Stock repurchases of $226.8 and decreased proceeds, net of repayments, from the Company’s AR Facility of $194.0.

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.

On March 20, 2026, the Company entered into the $750.0 2026 Term Loan that will mature on March 20, 2028. On June 1, 2026, the net proceeds of the 2026 Term Loan were used to redeem the Company’s outstanding 1.55% senior notes due 2026 and, to the extent not used for such purpose, were made available for other general 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%.

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 September 30, 2026, and expects continued compliance with its existing covenants and leverage ratios for the next 12 months.

On July 8, 2026, the Board authorized the repurchase of an additional $1,000.0 in the maximum value of the Company’s shares of Common Stock as part of the Company’s ongoing share repurchase program. At September 30, 2026, the Company had outstanding authorization from its Board to purchase up to $1,378.6 maximum value of shares of Common Stock. The repurchase authorization has no expiration date.

For the nine months ended September 30, 2026, the Company paid $178.1 in Common Stock dividends. On October 21, 2026, the Company announced a cash dividend of $0.72 per share of Common Stock, or approximately $59.0 in the aggregate. The dividend will be paid on December 11, 2026, to stockholders of record of all issued and outstanding shares of Common Stock as of the close of business on November 24, 2026. 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 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 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 30, 2026, there was $2,650.0 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 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.

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 $111.5, including $4.8 for the remainder of 2026, $32.7 in 2027, and $74.0 in 2028.

Other Commercial Commitments

At September 30, 2026, the Company has debt instruments, net of interest rate swaps, with total future payments of $5,885.8, of which $601.7 is payable within 12 months.

The Company has leases for PSCs, laboratories and testing facilities, clinical facilities, general office spaces, vehicles, and office and laboratory equipment. At September 30, 2026, the Company had total future lease payments for short-term and long-term leases of $1,129.4, with payments of $229.3 due within 12 months.

On June 28, 2026, the Company entered into an agreement to acquire select assets of an outreach laboratory services business for a purchase price of approximately $155.0. The transaction is subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.

On October 15, 2026, the Company announced that it entered into an agreement with OPKO Health, Inc. to acquire select assets of the laboratory business of BioReference Health, LLC, a wholly owned subsidiary of OPKO. Through this transaction, the Company will acquire BioReference Health’s laboratory testing businesses focused on clinical and women’s health testing services, urology, corrections, certain operational assets, including additional patient service centers, and the proprietary 4Kscore® Test, an FDA-approved blood test for prostate cancer. The estimated purchase price for the transaction is up to $872.0, including $722.0 payable in cash at closing and up to $150.0 of consideration contingent upon revenue from the 4Kscore® Test. This transaction is anticipated to close mid-2027, subject to regulatory approvals and customary closing conditions for a transaction of this type.

On October 20, 2026, the Company announced that it entered into an agreement to acquire the Prenatal Health testing business from Myriad Genetics, Inc. The estimated purchase price for this transaction is approximately $210.0 in cash, plus the value of the inventory of the Prenatal Health testing business at closing. The transaction is expected to close early 2027, subject to customary closing conditions and applicable regulatory approvals for a transaction of this type.

On October 23, 2026, the Company announced that it entered into an agreement to acquire Millennium Health, an accredited specialty laboratory with a focus on drug testing and surveillance. The estimated purchase price for the transaction is up to $375.0, including $245.0 payable in cash at closing and up to $130.0 of consideration contingent upon the outcome of specified future events. This transaction is anticipated to close in 2026, subject to regulatory approvals and customary closing conditions for a transaction of this type.

At September 30, 2026, the Company provided letters of credit aggregating approximately $107.3, 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 and the AR 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. In addition, the Company believes its credit profile would support access to additional financing if needed to fund operations, service debt, pursue growth opportunities, and satisfy upcoming debt maturities.

Borrowings under the Company’s 2026 Term Loan, the AR Facility, and the revolving credit facility bear interest at variable rates. In the current interest rate environment, the Company has experienced an increase in interest expense. Further increases in benchmark interest rates would further increase interest expense on the Company’s variable-rate debt, and wider credit spreads could increase the cost of any new debt the Company incurs. In addition, the Company expects to refinance its $600.0 3.60% senior notes due 2027, which mature on September 1, 2027. In the current interest rate environment, the Company expects that new or refinanced debt will bear interest at rates higher than that of the debt being replaced, which will also increase interest expense. See Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates that appear in Part II. Item 7 of the Annual Report.

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.

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 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 13.7% and 13.5% of the Company’s revenues for the nine months ended September 30, 2026, and 2025, respectively, were denominated in currencies other than the 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. During the nine months ended September 30, 2026 and the year ended December 31, 2025, the most significant currency exchange rate exposures were to the Canadian dollar, Swiss Franc, Euro, and British Pound. Excluding the impacts from any outstanding or future hedging transactions, a hypothetical change of 10% in average exchange rates used to translate all foreign currencies to USD would have impacted income before income taxes for the nine months ended September 30, 2026, by approximately $26.6. Foreign currency translation adjustments recorded as a separate component of Shareholders’ equity were $(41.8) and $(7.8) for the quarter ended September 30, 2026, and 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 30, 2026, the Company had 11 open foreign exchange forward contracts with various amounts maturing monthly through October 2026 with a notional value totaling approximately $514.1. At December 31, 2025, the Company had eight open foreign exchange forward contracts with various amounts maturing monthly through January 2026 with a notional value totaling approximately $238.0.

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. These instruments are designated as a hedge and are intended to economically offset a portion of the Company’s investment exposure in Swiss Franc functional entities.

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.

Borrowings 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 September 30, 2026, the Company had $750.0 and $556.0 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 $3.3 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%.

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 Rules 13a-15(e) 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 at September 30, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The risk factors set forth below revise and supplement the corresponding risk factors set forth in the Company’s Annual Report. With the exception of the following, there have been no material changes in the risk factors that appear in Part I. Item 1A of the Annual Report.

Failure in the information technology systems of the Company or its vendors and other third-party service providers, or newly acquired businesses, or delays or failures in the development and implementation of new systems or updates or enhancements to existing systems, including the implementation of the Company’s new ERP system, could adversely affect the Company’s business.

The Company’s operations rely on the continued performance and security of its information technology systems. System failures, cybersecurity incidents, disruptions, or other issues affecting information technology systems could impair data processing, service delivery, billing, and customer communications. Failure in the information technology systems of the Company or its vendors and other third-party service providers, or newly acquired businesses, or delays or failures in the development and implementation of new systems or updates or enhancements to existing systems, could adversely affect the Company’s business. The Company also relies on third parties for critical services, including transportation, supplies, and data processing and expects them to comply with applicable laws and regulations, including environmental, health and safety, and privacy and data security laws. Failures by these providers, whether operational, legal, or cybersecurity-related, and issues affecting their information technology systems, could disrupt services, compromise personal or other confidential information, expose the Company to liability and could materially impact its business, even if the Company is not responsible for the underlying cause of any such failure or issue. In addition, the Company may be subject to regulatory, contractual, or other obligations arising from any such failure or issue. Despite contingency plans, risks remain, and a significant information technology system disruption could adversely affect the Company’s reputation, operations, financial condition, and profitability.

The Company is implementing a new ERP system and expects to extend its deployment across broader areas of the Company. Integrating an ERP system of this scope is complex, and the process may be more difficult or costly than anticipated. Challenges or deficiencies in the integration, data migration, or operation of the system as it is extended could disrupt aspects of the Company’s business operations, including its supply chain and procurement processes, result in data errors, or affect the Company’s ability to process transactions and operate effectively. In connection with extending the system and mitigating potential supply chain disruptions, the Company may increase or accelerate certain inventory purchases, which could adversely affect cash flows and liquidity.