Delaware
|
|
13-3757370
|
(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)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
Item 1.
|
|
|
|
|
|
|
||
|
June 30, 2019 and December 31, 2018
|
|
|
|
|
|
||
|
Three and six months ended June 30, 2019 and 2018
|
|
|
|
|
|
||
|
Three and six months ended June 30, 2019 and 2018
|
|
|
|
|
|
||
|
Three and six months ended June 30, 2019 and 2018
|
|
|
|
|
|
||
|
Six months ended June 30, 2019 and 2018
|
|
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
265.4
|
|
|
$
|
426.8
|
|
Accounts receivable
|
1,576.1
|
|
|
1,467.9
|
|
||
Unbilled services
|
488.8
|
|
|
394.4
|
|
||
Supplies inventories
|
219.7
|
|
|
237.3
|
|
||
Prepaid expenses and other
|
298.6
|
|
|
309.0
|
|
||
Total current assets
|
2,848.6
|
|
|
2,835.4
|
|
||
Property, plant and equipment, net
|
2,544.2
|
|
|
1,740.3
|
|
||
Goodwill, net
|
7,843.7
|
|
|
7,360.3
|
|
||
Intangible assets, net
|
4,015.9
|
|
|
3,911.1
|
|
||
Joint venture partnerships and equity method investments
|
86.7
|
|
|
60.5
|
|
||
Deferred income tax assets
|
1.7
|
|
|
1.7
|
|
||
Other assets, net
|
403.6
|
|
|
276.0
|
|
||
Total assets
|
$
|
17,744.4
|
|
|
$
|
16,185.3
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
531.6
|
|
|
$
|
634.6
|
|
Accrued expenses and other
|
820.3
|
|
|
870.0
|
|
||
Unearned revenue
|
404.2
|
|
|
356.4
|
|
||
Short-term operating lease liabilities
|
229.2
|
|
|
—
|
|
||
Short-term finance lease liabilities
|
8.2
|
|
|
7.9
|
|
||
Short-term borrowings and current portion of long-term debt
|
502.3
|
|
|
10.0
|
|
||
Total current liabilities
|
2,495.8
|
|
|
1,878.9
|
|
||
Long-term debt, less current portion
|
6,135.0
|
|
|
5,990.9
|
|
||
Operating lease liabilities
|
586.1
|
|
|
—
|
|
||
Financing lease liabilities
|
46.2
|
|
|
51.0
|
|
||
Deferred income taxes and other tax liabilities
|
948.3
|
|
|
940.0
|
|
||
Other liabilities
|
368.6
|
|
|
334.0
|
|
||
Total liabilities
|
10,580.0
|
|
|
9,194.8
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Noncontrolling interest
|
20.0
|
|
|
19.1
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Common stock, 97.8 and 98.9 shares outstanding at June 30, 2019 and December 31, 2018, respectively
|
9.1
|
|
|
11.7
|
|
||
Additional paid-in capital
|
91.4
|
|
|
1,451.1
|
|
||
Retained earnings
|
7,455.8
|
|
|
7,079.8
|
|
||
Less common stock held in treasury
|
—
|
|
|
(1,108.1
|
)
|
||
Accumulated other comprehensive loss
|
(411.9
|
)
|
|
(463.1
|
)
|
||
Total shareholders’ equity
|
7,144.4
|
|
|
6,971.4
|
|
||
Total liabilities and shareholders’ equity
|
$
|
17,744.4
|
|
|
$
|
16,185.3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
2,881.7
|
|
|
$
|
2,866.3
|
|
|
$
|
5,672.9
|
|
|
$
|
5,714.6
|
|
Cost of revenues
|
2,056.9
|
|
|
2,031.2
|
|
|
4,058.4
|
|
|
4,100.5
|
|
||||
Gross profit
|
824.8
|
|
|
835.1
|
|
|
1,614.5
|
|
|
1,614.1
|
|
||||
Selling, general and administrative expenses
|
415.3
|
|
|
395.2
|
|
|
809.1
|
|
|
792.2
|
|
||||
Amortization of intangibles and other assets
|
60.2
|
|
|
58.5
|
|
|
117.3
|
|
|
120.8
|
|
||||
Restructuring and other special charges
|
13.6
|
|
|
12.2
|
|
|
34.2
|
|
|
26.5
|
|
||||
Operating income
|
335.7
|
|
|
369.2
|
|
|
653.9
|
|
|
674.6
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(59.1
|
)
|
|
(63.1
|
)
|
|
(115.8
|
)
|
|
(126.6
|
)
|
||||
Equity method income, net
|
2.5
|
|
|
3.0
|
|
|
5.5
|
|
|
5.5
|
|
||||
Investment income
|
1.4
|
|
|
0.8
|
|
|
2.0
|
|
|
1.4
|
|
||||
Other, net
|
(10.5
|
)
|
|
2.8
|
|
|
(20.9
|
)
|
|
(0.7
|
)
|
||||
Earnings before income taxes
|
270.0
|
|
|
312.7
|
|
|
524.7
|
|
|
554.2
|
|
||||
Provision for income taxes
|
79.3
|
|
|
78.6
|
|
|
148.1
|
|
|
147.6
|
|
||||
Net earnings
|
190.7
|
|
|
234.1
|
|
|
376.6
|
|
|
406.6
|
|
||||
Less: Net (earnings) loss attributable to the noncontrolling interest
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
||||
Net earnings attributable to Laboratory Corporation of America Holdings
|
$
|
190.4
|
|
|
$
|
233.8
|
|
|
$
|
376.0
|
|
|
$
|
407.0
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
1.94
|
|
|
$
|
2.29
|
|
|
$
|
3.82
|
|
|
$
|
3.99
|
|
Diluted earnings per common share
|
$
|
1.93
|
|
|
$
|
2.27
|
|
|
$
|
3.79
|
|
|
$
|
3.94
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings
|
$
|
190.7
|
|
|
$
|
234.1
|
|
|
$
|
376.6
|
|
|
$
|
406.6
|
|
Foreign currency translation adjustments
|
25.6
|
|
|
(121.9
|
)
|
|
47.2
|
|
|
(82.6
|
)
|
||||
Net benefit plan adjustments
|
2.8
|
|
|
3.3
|
|
|
5.5
|
|
|
6.2
|
|
||||
Other comprehensive earnings (loss) before tax
|
28.4
|
|
|
(118.6
|
)
|
|
52.7
|
|
|
(76.4
|
)
|
||||
(Provision) benefit for income tax related to items of other comprehensive earnings
|
(0.8
|
)
|
|
(7.2
|
)
|
|
(1.5
|
)
|
|
3.1
|
|
||||
Other comprehensive earnings, net of tax
|
27.6
|
|
|
(125.8
|
)
|
|
51.2
|
|
|
(73.3
|
)
|
||||
Comprehensive earnings
|
218.3
|
|
|
108.3
|
|
|
427.8
|
|
|
333.3
|
|
||||
Less: Net (earnings) loss attributable to the noncontrolling interest
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
||||
Comprehensive earnings attributable to Laboratory Corporation of America Holdings
|
$
|
218.0
|
|
|
$
|
108.0
|
|
|
$
|
427.2
|
|
|
$
|
333.7
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Shareholders’
Equity
|
||||||||||||
BALANCE AT DECEMBER 31, 2017
|
$
|
12.0
|
|
|
$
|
1,989.8
|
|
|
$
|
6,196.1
|
|
|
$
|
(1,060.1
|
)
|
|
$
|
(333.7
|
)
|
|
$
|
6,804.1
|
|
Net earnings attributable to Laboratory Corporation of America Holdings
|
—
|
|
|
—
|
|
|
173.2
|
|
|
—
|
|
|
—
|
|
|
173.2
|
|
||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52.5
|
|
|
52.5
|
|
||||||
Issuance of common stock under employee stock plans
|
—
|
|
|
28.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.4
|
|
||||||
Net share settlement tax payments from issuance of stock to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
||||||
Stock compensation
|
—
|
|
|
25.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
||||||
Purchase of common stock
|
—
|
|
|
(75.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
||||||
BALANCE AT MARCH 31, 2018
|
$
|
12.0
|
|
|
$
|
1,969.0
|
|
|
$
|
6,369.3
|
|
|
$
|
(1,085.1
|
)
|
|
$
|
(281.2
|
)
|
|
$
|
6,984.0
|
|
Net earnings attributable to Laboratory Corporation of America Holdings
|
—
|
|
|
—
|
|
|
233.8
|
|
|
—
|
|
|
—
|
|
|
233.8
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125.8
|
)
|
|
(125.8
|
)
|
||||||
Issuance of common stock under employee stock plans
|
—
|
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||||
Net share settlement tax payments from issuance of stock to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.1
|
)
|
|
—
|
|
|
(20.1
|
)
|
||||||
Stock compensation
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.2
|
|
||||||
Purchase of common stock
|
—
|
|
|
(75.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
||||||
BALANCE AT JUNE 30, 2018
|
$
|
12.0
|
|
|
$
|
1,934.8
|
|
|
$
|
6,603.1
|
|
|
$
|
(1,105.2
|
)
|
|
$
|
(407.0
|
)
|
|
$
|
7,037.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
BALANCE AT DECEMBER 31, 2018
|
$
|
11.7
|
|
|
$
|
1,451.1
|
|
|
$
|
7,079.8
|
|
|
$
|
(1,108.1
|
)
|
|
$
|
(463.1
|
)
|
|
$
|
6,971.4
|
|
Net earnings attributable to Laboratory Corporation of America Holdings
|
—
|
|
|
—
|
|
|
185.6
|
|
|
—
|
|
|
—
|
|
|
185.6
|
|
||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
23.6
|
|
||||||
Issuance of common stock under employee stock plans
|
—
|
|
|
24.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
||||||
Net share settlement tax payments from issuance of stock to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
—
|
|
|
(19.4
|
)
|
||||||
Stock compensation
|
—
|
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
||||||
Purchase of common stock
|
(0.1
|
)
|
|
(100.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.1
|
)
|
||||||
BALANCE AT MARCH 31, 2019
|
$
|
11.6
|
|
|
$
|
1,401.3
|
|
|
$
|
7,265.4
|
|
|
$
|
(1,127.5
|
)
|
|
$
|
(439.5
|
)
|
|
$
|
7,111.3
|
|
Net earnings attributable to Laboratory Corporation of America Holdings
|
—
|
|
|
—
|
|
|
190.4
|
|
|
—
|
|
|
—
|
|
|
190.4
|
|
||||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.6
|
|
|
27.6
|
|
||||||
Issuance of common stock under employee stock plans
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||||
Net share settlement tax payments from issuance of stock to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.7
|
)
|
|
—
|
|
|
(20.7
|
)
|
||||||
Stock compensation
|
—
|
|
|
26.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.5
|
|
||||||
Retirement of treasury stock
|
(2.4
|
)
|
|
(1,145.8
|
)
|
|
—
|
|
|
1,148.2
|
|
|
—
|
|
|
—
|
|
||||||
Purchase of common stock
|
(0.1
|
)
|
|
(199.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(199.9
|
)
|
||||||
BALANCE AT JUNE 30, 2019
|
$
|
9.1
|
|
|
$
|
91.4
|
|
|
$
|
7,455.8
|
|
|
$
|
—
|
|
|
$
|
(411.9
|
)
|
|
$
|
7,144.4
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings
|
$
|
376.6
|
|
|
$
|
406.6
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
277.1
|
|
|
281.3
|
|
||
Stock compensation
|
52.0
|
|
|
52.0
|
|
||
Loss (gain) on sale of assets
|
4.5
|
|
|
(0.3
|
)
|
||
Loss on sale of business
|
8.8
|
|
|
—
|
|
||
Accreted interest on zero-coupon subordinated notes
|
—
|
|
|
0.1
|
|
||
Operating lease right-of-use asset expense
|
94.0
|
|
|
—
|
|
||
Earnings less distributions (excess)/deficit from equity method investments
|
8.0
|
|
|
(1.3
|
)
|
||
Asset impairment
|
—
|
|
|
2.3
|
|
||
Deferred income taxes
|
15.2
|
|
|
36.0
|
|
||
Change in assets and liabilities (net of effects of acquisitions):
|
|
|
|
|
|
||
(Increase) decrease in accounts receivable
|
(91.1
|
)
|
|
13.2
|
|
||
Increase in unbilled services
|
(67.4
|
)
|
|
(36.5
|
)
|
||
Increase in inventories
|
(1.7
|
)
|
|
(4.7
|
)
|
||
Decrease (increase) in prepaid expenses and other
|
16.1
|
|
|
(27.2
|
)
|
||
Decrease in accounts payable
|
(109.0
|
)
|
|
(91.3
|
)
|
||
(Decrease) increase in unearned revenue
|
(5.0
|
)
|
|
8.3
|
|
||
Decrease in accrued expenses and other
|
(158.8
|
)
|
|
(71.4
|
)
|
||
Net cash provided by operating activities
|
419.3
|
|
|
567.1
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(179.4
|
)
|
|
(159.7
|
)
|
||
Proceeds from sale of assets
|
4.2
|
|
|
0.7
|
|
||
Proceeds from sale of investment
|
3.4
|
|
|
—
|
|
||
Net proceeds from sale of held for sale assets
|
—
|
|
|
49.1
|
|
||
Investments in equity affiliates
|
(15.8
|
)
|
|
(7.3
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(703.7
|
)
|
|
(79.1
|
)
|
||
Net cash used for investing activities
|
(891.3
|
)
|
|
(196.3
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from term loan
|
850.0
|
|
|
—
|
|
||
Payments on term loan
|
(250.0
|
)
|
|
(295.0
|
)
|
||
Proceeds from revolving credit facilities
|
419.5
|
|
|
394.7
|
|
||
Payments on revolving credit facilities
|
(384.5
|
)
|
|
(394.7
|
)
|
||
Payments on zero-coupon subordinated notes
|
(5.2
|
)
|
|
—
|
|
||
Noncontrolling interest distributions
|
(0.5
|
)
|
|
(5.9
|
)
|
||
Deferred payments on acquisitions
|
(4.7
|
)
|
|
—
|
|
||
Payments on other long-term obligations
|
(6.7
|
)
|
|
(5.1
|
)
|
||
Net share settlement tax payments from issuance of stock to employees
|
(40.1
|
)
|
|
(45.1
|
)
|
||
Net proceeds from issuance of stock to employees
|
33.9
|
|
|
43.0
|
|
||
Purchase of common stock
|
(300.0
|
)
|
|
(150.0
|
)
|
||
Net cash provided by (used for) financing activities
|
311.7
|
|
|
(458.1
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.1
|
)
|
|
(7.9
|
)
|
||
Net decrease in cash and cash equivalents
|
(161.4
|
)
|
|
(95.2
|
)
|
||
Cash and cash equivalents at beginning of period
|
426.8
|
|
|
316.6
|
|
||
Cash and cash equivalents at end of period
|
$
|
265.4
|
|
|
$
|
221.4
|
|
1.
|
BASIS OF FINANCIAL STATEMENT PRESENTATION
|
2.
|
REVENUES
|
|
For the Three Months Ended June 30, 2019
|
|||||||||||||||||||
|
U.S.
|
|
Canada
|
|
U.K.
|
|
Switzerland
|
|
Other Europe
|
|
Other
|
|
Total
|
|||||||
Payer/Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LCD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clients
|
16
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
17
|
%
|
Patients
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Medicare and Medicaid
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Third-party
|
26
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
28
|
%
|
Total LCD revenues by payer
|
58
|
%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CDD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Biopharmaceutical and medical
device companies |
20
|
%
|
|
—
|
%
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
78
|
%
|
|
3
|
%
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
100
|
%
|
|
For the Three Months Ended June 30, 2018
|
|||||||||||||||||||
|
U.S.
|
|
Canada
|
|
U.K.
|
|
Switzerland
|
|
Other Europe
|
|
Other
|
|
Total
|
|||||||
Payer/Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LCD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clients
|
18
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
19
|
%
|
Patients
|
7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7
|
%
|
Medicare and Medicaid
|
10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10
|
%
|
Third-party
|
25
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
27
|
%
|
Total LCD revenues by payer
|
60
|
%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
63
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CDD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Biopharmaceutical and medical
device companies |
20
|
%
|
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
80
|
%
|
|
3
|
%
|
|
2
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
100
|
%
|
|
For the Six Months Ended June 30, 2019
|
|||||||||||||||||||
|
U.S.
|
|
Canada
|
|
U.K.
|
|
Switzerland
|
|
Other Europe
|
|
Other
|
|
Total
|
|||||||
Payer/Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LCD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clients
|
16
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
17
|
%
|
Patients
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Medicare and Medicaid
|
8
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8
|
%
|
Third-party
|
26
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
28
|
%
|
Total LCD revenues by payer
|
58
|
%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CDD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Biopharmaceutical and medical
device companies |
20
|
%
|
|
—
|
%
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
78
|
%
|
|
3
|
%
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
7
|
%
|
|
100
|
%
|
|
For the Six Months Ended June 30, 2018
|
|||||||||||||||||||
|
U.S.
|
|
Canada
|
|
U.K.
|
|
Switzerland
|
|
Other Europe
|
|
Other
|
|
Total
|
|||||||
Payer/Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
LCD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Clients
|
18
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
19
|
%
|
Patients
|
7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7
|
%
|
Medicare and Medicaid
|
9
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
9
|
%
|
Third-party
|
25
|
%
|
|
2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
27
|
%
|
Total LCD revenues by payer
|
59
|
%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CDD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Biopharmaceutical and medical
device companies |
20
|
%
|
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
|
4
|
%
|
|
7
|
%
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
79
|
%
|
|
3
|
%
|
|
2
|
%
|
|
5
|
%
|
|
4
|
%
|
|
7
|
%
|
|
100
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Sales commission assets
|
$
|
27.4
|
|
|
$
|
24.2
|
|
Deferred contract fulfillment costs
|
14.2
|
|
|
12.9
|
|
||
Total
|
$
|
41.6
|
|
|
$
|
37.1
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Receivables, which are included in Accounts Receivable, net
|
$
|
735.4
|
|
|
$
|
693.6
|
|
Unbilled services
|
491.5
|
|
|
396.9
|
|
||
Unearned revenue
|
402.2
|
|
|
354.1
|
|
3.
|
BUSINESS ACQUISITIONS AND DISPOSITIONS
|
Consideration Transferred
|
|
|
||
Cash consideration
|
|
$
|
601.0
|
|
Fair value of CRP
|
|
110.0
|
|
|
Total
|
|
$
|
711.0
|
|
|
|
|
||
|
|
Preliminary
|
||
Net Assets Acquired
|
|
|
||
Cash and cash equivalents
|
|
$
|
15.1
|
|
Accounts receivable
|
|
16.5
|
|
|
Unbilled services
|
|
26.5
|
|
|
Inventories
|
|
4.5
|
|
|
Prepaid expenses and other
|
|
3.5
|
|
|
Property, plant and equipment (including ROU operating lease assets)
|
|
99.1
|
|
|
Deferred tax asset
|
|
25.5
|
|
|
Goodwill
|
|
432.2
|
|
|
Customer relationships
|
|
125.8
|
|
|
Trade name and trademarks
|
|
0.6
|
|
|
Other assets
|
|
9.9
|
|
|
Total assets acquired
|
|
759.2
|
|
|
Accounts payable
|
|
15.4
|
|
|
Accrued expenses and other
|
|
11.6
|
|
|
Unearned revenue
|
|
49.9
|
|
|
Operating lease liabilities
|
|
15.0
|
|
|
Other liabilities
|
|
66.3
|
|
|
Total liabilities acquired
|
|
158.2
|
|
|
Net Envigo assets acquired
|
|
601.0
|
|
|
Floating rate secured note receivable due 2022
|
|
110.0
|
|
|
Total
|
|
$
|
711.0
|
|
4.
|
EARNINGS PER SHARE
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||||||||||
|
Earnings
|
|
Shares
|
|
Per
Share
Amount
|
|
Earnings
|
|
Shares
|
|
Per
Share
Amount
|
|
Earnings
|
|
Shares
|
|
Per
Share
Amount
|
|
Earnings
|
|
Shares
|
|
Per
Share
Amount
|
||||||||||||||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net earnings
|
$
|
190.4
|
|
|
98.1
|
|
|
$
|
1.94
|
|
|
$
|
233.8
|
|
|
101.9
|
|
|
$
|
2.29
|
|
|
$
|
376.0
|
|
|
98.4
|
|
|
$
|
3.82
|
|
|
$
|
407.0
|
|
|
101.9
|
|
|
$
|
3.99
|
|
Dilutive effect of employee stock options and awards
|
—
|
|
|
0.7
|
|
|
|
|
|
—
|
|
|
1.0
|
|
|
|
|
|
—
|
|
|
0.7
|
|
|
|
|
|
—
|
|
|
1.3
|
|
|
|
|
||||||||
Net earnings including impact of dilutive adjustments
|
$
|
190.4
|
|
|
98.8
|
|
|
$
|
1.93
|
|
|
$
|
233.8
|
|
|
103.0
|
|
|
$
|
2.27
|
|
|
$
|
376.0
|
|
|
99.1
|
|
|
$
|
3.79
|
|
|
$
|
407.0
|
|
|
103.3
|
|
|
$
|
3.94
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
5.
|
RESTRUCTURING AND OTHER SPECIAL CHARGES
|
|
LCD
|
|
CDD
|
|
|
||||||||||||||
|
Severance and Other
Employee Costs
|
|
Facility Costs
|
|
Severance and Other
Employee Costs
|
|
Facility Costs
|
|
Total
|
||||||||||
Balance as of December 31, 2018
|
$
|
2.1
|
|
|
$
|
7.4
|
|
|
$
|
6.5
|
|
|
$
|
27.6
|
|
|
$
|
43.6
|
|
Reclassification for ASC 842 adoption
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
(27.1
|
)
|
|
(32.8
|
)
|
|||||
Restructuring charges
|
11.9
|
|
|
1.0
|
|
|
8.4
|
|
|
1.7
|
|
|
23.0
|
|
|||||
Adjustments to prior restructuring accruals
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.4
|
|
|||||
Impairment of operating lease right-of-use asset
|
—
|
|
|
3.3
|
|
|
—
|
|
|
7.5
|
|
|
10.8
|
|
|||||
Cash payments and other adjustments
|
(13.6
|
)
|
|
(3.1
|
)
|
|
(8.5
|
)
|
|
(7.2
|
)
|
|
(32.4
|
)
|
|||||
Balance as of June 30, 2019
|
$
|
0.3
|
|
|
$
|
2.9
|
|
|
$
|
6.9
|
|
|
$
|
2.5
|
|
|
$
|
12.6
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
$
|
10.4
|
|
||||||
Non-current
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
$
|
12.6
|
|
6.
|
GOODWILL AND INTANGIBLE ASSETS
|
|
LCD
|
|
CDD
|
|
Total
|
||||||
Balance as of January 1, 2019
|
$
|
3,638.8
|
|
|
$
|
3,721.5
|
|
|
$
|
7,360.3
|
|
Goodwill acquired during the period
|
22.3
|
|
|
468.2
|
|
|
490.5
|
|
|||
Dispositions
|
—
|
|
|
(12.6
|
)
|
|
(12.6
|
)
|
|||
Adjustments to goodwill
|
1.9
|
|
|
3.6
|
|
|
5.5
|
|
|||
Balance at June 30, 2019
|
$
|
3,663.0
|
|
|
$
|
4,180.7
|
|
|
$
|
7,843.7
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
4,307.9
|
|
|
$
|
(1,233.0
|
)
|
|
$
|
3,074.9
|
|
|
$
|
4,119.4
|
|
|
$
|
(1,146.7
|
)
|
|
$
|
2,972.7
|
|
Patents, licenses and technology
|
452.3
|
|
|
(224.1
|
)
|
|
228.2
|
|
|
447.3
|
|
|
(211.2
|
)
|
|
236.1
|
|
||||||
Non-compete agreements
|
82.5
|
|
|
(57.2
|
)
|
|
25.3
|
|
|
76.8
|
|
|
(53.7
|
)
|
|
23.1
|
|
||||||
Trade names
|
407.7
|
|
|
(202.9
|
)
|
|
204.8
|
|
|
404.0
|
|
|
(189.1
|
)
|
|
214.9
|
|
||||||
Land use right
|
11.1
|
|
|
(4.9
|
)
|
|
6.2
|
|
|
10.8
|
|
|
(4.1
|
)
|
|
6.7
|
|
||||||
Canadian licenses
|
476.5
|
|
|
—
|
|
|
476.5
|
|
|
457.6
|
|
|
—
|
|
|
457.6
|
|
||||||
|
$
|
5,738.0
|
|
|
$
|
(1,722.1
|
)
|
|
$
|
4,015.9
|
|
|
$
|
5,515.9
|
|
|
$
|
(1,604.8
|
)
|
|
$
|
3,911.1
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Operating lease cost
|
$
|
59.9
|
|
|
$
|
110.8
|
|
|
|
|
|
|
|||
Finance lease cost:
|
|
|
|
|
|||
Amortization of ROU assets
|
$
|
1.5
|
|
|
$
|
2.9
|
|
Interest on lease liabilities
|
0.4
|
|
|
1.2
|
|
||
Total finance lease cost
|
$
|
1.9
|
|
|
$
|
4.1
|
|
|
Six Months Ended June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
(115.2
|
)
|
Operating cash flows from finance leases
|
(0.9
|
)
|
|
Financing cash flows from finance leases
|
(4.8
|
)
|
|
|
|
||
ROU assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
43.7
|
|
Finance leases
|
0.2
|
|
|
June 30, 2019
|
||
Operating Leases
|
|
||
Operating lease ROU assets (included in Property, plant and equipment, net)
|
$
|
770.3
|
|
|
|
|
|
Short-term operating lease liabilities
|
229.2
|
|
|
Operating lease liabilities
|
586.1
|
|
|
Total operating lease liabilities
|
$
|
815.3
|
|
|
June 30, 2019
|
||
Finance Leases
|
|
|
|
Finance lease ROU assets (included in Other assets)
|
$
|
85.4
|
|
|
|
|
|
Short-term finance lease liabilities
|
$
|
8.2
|
|
Finance lease liabilities
|
46.2
|
|
|
Total finance lease liabilities
|
$
|
54.4
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
||
Operating leases
|
5.8
|
|
|
Finance leases
|
6.5
|
|
|
|
|
|
|
Weighted Average Discount Rate
|
|
||
Operating leases
|
4.2
|
%
|
|
Finance leases
|
4.8
|
%
|
Six Months Ended June 30, 2019
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
|
|
||||
2019
|
$
|
254.1
|
|
|
$
|
7.1
|
|
2020
|
274.7
|
|
|
13.8
|
|
||
2021
|
174.6
|
|
|
12.0
|
|
||
2022
|
69.3
|
|
|
10.8
|
|
||
2023
|
45.1
|
|
|
10.7
|
|
||
Thereafter
|
153.1
|
|
|
34.5
|
|
||
Total lease payments
|
970.9
|
|
|
88.9
|
|
||
Less imputed interest
|
(155.6
|
)
|
|
(34.5
|
)
|
||
Total
|
$
|
815.3
|
|
|
$
|
54.4
|
|
Year Ended December 31,
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
|
|
||||
2019
|
$
|
191.1
|
|
|
$
|
8.6
|
|
2020
|
145.4
|
|
|
8.0
|
|
||
2021
|
107.0
|
|
|
6.7
|
|
||
2022
|
80.9
|
|
|
6.0
|
|
||
2023
|
61.5
|
|
|
6.5
|
|
||
Thereafter
|
155.6
|
|
|
23.1
|
|
8.
|
DEBT
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
Zero-coupon convertible subordinated notes
|
$
|
1.4
|
|
|
$
|
8.7
|
|
2.625% senior notes due 2020
|
500.0
|
|
|
—
|
|
||
Debt issuance costs
|
(1.0
|
)
|
|
(0.5
|
)
|
||
Current portion of note payable
|
1.9
|
|
|
1.8
|
|
||
Total short-term borrowings and current portion of long-term debt
|
$
|
502.3
|
|
|
$
|
10.0
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
2.625% senior notes due 2020
|
$
|
—
|
|
|
$
|
500.0
|
|
4.625% senior notes due 2020
|
603.7
|
|
|
596.9
|
|
||
3.20% senior notes due 2022
|
500.0
|
|
|
500.0
|
|
||
3.75% senior notes due 2022
|
500.0
|
|
|
500.0
|
|
||
4.00% senior notes due 2023
|
300.0
|
|
|
300.0
|
|
||
3.25% senior notes due 2024
|
600.0
|
|
|
600.0
|
|
||
3.60% senior notes due 2025
|
1,000.0
|
|
|
1,000.0
|
|
||
3.60% senior notes due 2027
|
600.0
|
|
|
600.0
|
|
||
4.70% senior notes due 2045
|
900.0
|
|
|
900.0
|
|
||
Revolving credit facility
|
35.0
|
|
|
—
|
|
||
2019 Term loan
|
850.0
|
|
|
—
|
|
||
2017 Term loan
|
277.0
|
|
|
527.0
|
|
||
Debt issuance costs
|
(37.1
|
)
|
|
(40.2
|
)
|
||
Note payable
|
6.4
|
|
|
7.2
|
|
||
Total long-term debt
|
$
|
6,135.0
|
|
|
$
|
5,990.9
|
|
|
Issued
|
|
Held in Treasury
|
|
Outstanding
|
|||
Common shares at December 31, 2018
|
122.4
|
|
|
(23.5
|
)
|
|
98.9
|
|
Common stock issued under employee stock plans
|
1.0
|
|
|
—
|
|
|
1.0
|
|
Surrender of restricted stock and performance share awards
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Retirement of common stock
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
Retirement of treasury stock
|
(23.6
|
)
|
|
23.6
|
|
|
—
|
|
Common shares at June 30, 2019
|
97.8
|
|
|
—
|
|
|
97.8
|
|
|
Foreign Currency
Translation
Adjustments
|
|
Net Benefit
Plan Adjustments
|
|
Accumulated Other
Comprehensive
Earnings (Loss)
|
||||||
Balance at December 31, 2018
|
$
|
(389.8
|
)
|
|
$
|
(73.3
|
)
|
|
$
|
(463.1
|
)
|
Other comprehensive earnings before reclassifications
|
47.2
|
|
|
5.5
|
|
|
52.7
|
|
|||
Tax effect of adjustments
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||
Balance at June 30, 2019
|
$
|
(342.6
|
)
|
|
$
|
(69.3
|
)
|
|
$
|
(411.9
|
)
|
10.
|
INCOME TAXES
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
|
12. PENSION AND POST-RETIREMENT PLANS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost for administrative expenses
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
$
|
2.0
|
|
|
$
|
2.6
|
|
Interest cost on benefit obligation
|
3.5
|
|
|
3.2
|
|
|
7.0
|
|
|
6.5
|
|
||||
Expected return on plan assets
|
(3.8
|
)
|
|
(4.1
|
)
|
|
(7.6
|
)
|
|
(8.2
|
)
|
||||
Net amortization and deferral
|
2.6
|
|
|
3.1
|
|
|
5.2
|
|
|
5.9
|
|
||||
Defined benefit plan costs
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
$
|
6.6
|
|
|
$
|
6.8
|
|
|
U.K. Plans
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost for administrative expenses
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
1.8
|
|
Interest cost on benefit obligation
|
1.9
|
|
|
1.9
|
|
|
3.8
|
|
|
3.8
|
|
||||
Expected return on plan assets
|
(2.8
|
)
|
|
(3.2
|
)
|
|
(5.7
|
)
|
|
(6.5
|
)
|
||||
Defined benefit plan costs
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.9
|
)
|
|
U.K. Plans
|
||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Assumptions used to determine defined benefit plan cost
|
|
|
|
|
|
|
|
||||
Discount rate
|
2.9
|
%
|
|
2.5
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
Expected return on assets
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
Salary increases
|
3.6
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
German Plan
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost for administrative expenses
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Interest cost on benefit obligation
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
Defined benefit plan costs
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
|
|
|
|
|
|
|
||||||||
Assumptions used to determine defined benefit plan cost
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1.9
|
%
|
|
1.7
|
%
|
|
1.9
|
%
|
|
1.7
|
%
|
||||
Expected return on assets
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Salary increases
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
13.
|
FAIR VALUE MEASUREMENTS
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||||||||
|
|
|
Fair Value
as of
|
|
June 30, 2019
|
||||||||||||
|
Balance Sheet
|
|
|
Using Fair Value Hierarchy
|
|||||||||||||
|
Classification
|
|
June 30, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Noncontrolling interest put
|
Noncontrolling interest
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
Cross currency swap asset
|
Other assets, net
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
||||
Interest rate swap
|
Other assets, net
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
||||
Cash surrender value of life insurance policies
|
Other assets, net
|
|
75.3
|
|
|
—
|
|
|
75.3
|
|
|
—
|
|
||||
Deferred compensation liability
|
Other liabilities
|
|
74.3
|
|
|
—
|
|
|
74.3
|
|
|
—
|
|
||||
Contingent consideration
|
Other liabilities
|
|
20.1
|
|
|
—
|
|
|
—
|
|
|
20.1
|
|
||||
Investment in equity securities
|
Prepaid expenses and other
|
|
29.8
|
|
|
29.8
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Fair Value Measurements as of
|
||||||||||||
|
|
|
Fair Value
as of
|
|
December 31, 2018
|
||||||||||||
|
Balance Sheet
|
|
|
Using Fair Value Hierarchy
|
|||||||||||||
|
Classification
|
|
December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Noncontrolling interest put
|
Noncontrolling interest
|
|
$
|
15.0
|
|
|
$
|
—
|
|
|
$
|
15.0
|
|
|
$
|
—
|
|
Cross currency swap liability
|
Other liabilities
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
||||
Interest rate swap
|
Other liabilities
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Cash surrender value of life insurance policies
|
Other assets, net
|
|
63.5
|
|
|
—
|
|
|
63.5
|
|
|
—
|
|
||||
Deferred compensation liability
|
Other liabilities
|
|
64.2
|
|
|
—
|
|
|
64.2
|
|
|
—
|
|
||||
Contingent consideration
|
Other liabilities
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
Fair Value Measurement of Level 3 Assets
|
|
Contingent Consideration
|
||
Balance at December 31, 2018
|
|
18.6
|
|
|
Addition
|
|
1.5
|
|
|
Balance at June 30, 2019
|
|
$
|
20.1
|
|
14.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
|
Carrying amount of hedged liabilities as of
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities as of
|
||||||||||||
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
Balance Sheet Line Item in which Hedged Items are Included
|
||||||||||||||||
Long-term debt, less current portion
|
|
$
|
603.7
|
|
|
$
|
597.0
|
|
|
$
|
3.7
|
|
|
$
|
(3.1
|
)
|
|
|
Amount of pre-tax gain/(loss) included in other comprehensive income
|
|
Amounts reclassified to the
Statement of Operations
|
|
Amount of pre-tax gain/(loss) included in other comprehensive income
|
|
Amounts reclassified to the
Statement of Operations |
||||||||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Interest rate swap contracts
|
|
$
|
4.3
|
|
|
$
|
(10.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.8
|
|
|
$
|
(9.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross currency swaps
|
|
$
|
(7.8
|
)
|
|
$
|
(24.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.0
|
|
|
$
|
(24.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
1)
|
The Company will pay contingent cash interest on the zero-coupon subordinated notes after September 11, 2006, if the average market price of the notes equals 120% or more of the sum of the issue price, accrued original issue discount and contingent additional principal, if any, for a specified measurement period.
|
2)
|
Holders may surrender zero-coupon subordinated notes for conversion during any period in which the rating assigned to the zero-coupon subordinated notes by Standard & Poor’s Ratings Services is BB- or lower.
|
15.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental schedule of cash flow information:
|
|
|
|
||||
Cash paid during period for:
|
|
|
|
||||
Interest
|
$
|
123.8
|
|
|
$
|
188.2
|
|
Income taxes, net of refunds
|
119.6
|
|
|
148.6
|
|
||
Disclosure of non-cash financing and investing activities:
|
|
|
|
|
|
||
Conversion of zero-coupon convertible debt
|
7.2
|
|
|
—
|
|
||
Change in accrued property, plant and equipment
|
(12.5
|
)
|
|
4.8
|
|
||
Floating rate secured note receivable due 2022 from the sale of CRP
|
110.0
|
|
|
—
|
|
16.
|
BUSINESS SEGMENT INFORMATION
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|||||||||||||||
LCD
|
$
|
1,760.9
|
|
|
$
|
1,814.0
|
|
|
$
|
3,482.9
|
|
|
$
|
3,584.2
|
|
CDD
|
1,126.3
|
|
|
1,054.2
|
|
|
2,201.0
|
|
|
2,132.6
|
|
||||
Intercompany eliminations
|
(5.5
|
)
|
|
(1.9
|
)
|
|
(11.0
|
)
|
|
(2.2
|
)
|
||||
Revenues
|
2,881.7
|
|
|
2,866.3
|
|
|
5,672.9
|
|
|
5,714.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings:
|
|||||||||||||||
LCD
|
312.5
|
|
|
336.3
|
|
|
580.8
|
|
|
639.8
|
|
||||
CDD
|
65.8
|
|
|
68.8
|
|
|
153.8
|
|
|
107.3
|
|
||||
Unallocated corporate expenses
|
(42.6
|
)
|
|
(35.9
|
)
|
|
(80.7
|
)
|
|
(72.5
|
)
|
||||
Total operating income
|
335.7
|
|
|
369.2
|
|
|
653.9
|
|
|
674.6
|
|
||||
Other income (expense), net
|
(65.7
|
)
|
|
(56.5
|
)
|
|
(129.2
|
)
|
|
(120.4
|
)
|
||||
Earnings before income taxes
|
270.0
|
|
|
312.7
|
|
|
524.7
|
|
|
554.2
|
|
||||
Provision for income taxes
|
79.3
|
|
|
78.6
|
|
|
148.1
|
|
|
147.6
|
|
||||
Net earnings
|
190.7
|
|
|
234.1
|
|
|
376.6
|
|
|
406.6
|
|
||||
Less (earnings) loss attributable to noncontrolling interests
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|
0.4
|
|
||||
Net income attributable to Laboratory Corporation of America Holdings
|
$
|
190.4
|
|
|
$
|
233.8
|
|
|
$
|
376.0
|
|
|
$
|
407.0
|
|
1.
|
changes in government and third-party payer regulations, reimbursement, or coverage policies or other future reforms in the 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 Protecting Access to Medicare Act of 2014 (PAMA);
|
2.
|
significant monetary damages, fines, 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 Health Insurance Portability and Accountability Act of 1996, the 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 a fine or penalties under, or future changes in, or interpretations of applicable licensing laws or regulations regarding the operation of clinical laboratories and the delivery of clinical laboratory test results, including, but not limited to, the U.S. Clinical Laboratory Improvement Act of 1967 and the Clinical Laboratory Improvement Amendments of 1988 and similar laws and regulations in jurisdictions in which the Company conducts business;
|
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 and 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 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 utilization of laboratory tests;
|
9.
|
changes in applicable government regulations or policies affecting the approval, availability of, and the selling and marketing of diagnostic 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 and Healthcare products Regulatory Agency in the United Kingdom (U.K.), the State Drug Administration in China (formerly the China Food and Drug Administration), the Pharmaceutical and Medical Devices Agency in Japan, the European Medicines Agency and similar regulations and policies of agencies in jurisdictions in which the Company conducts business;
|
10.
|
changes in government regulations or reimbursement pertaining to the biopharmaceutical and medical device and diagnostic industries, changes in reimbursement of biopharmaceutical products or reduced spending on research and development by biopharmaceutical 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 and consumerism, competitive bidding and/or changes or reductions to fee schedules and competition from companies that do not comply with existing laws or regulations or otherwise disregard compliance standards in the industry;
|
13.
|
changes in payer mix or payment structure, including insurance carrier participation in health insurance exchanges, an increase in capitated reimbursement mechanisms, 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 managed care organization (MCO) business as a result of changes in business models, including new risk-based or network approaches, out-sourced Laboratory Network Management or Utilization Management companies, or other changes in strategy or business models by MCOs;
|
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;
|
16.
|
difficulty in maintaining relationships with customers or retaining key employees as a result of uncertainty surrounding the integration of acquisitions and the resulting negative effects on the business of the Company;
|
17.
|
consolidation and convergence of MCOs, biopharmaceutical companies, health systems, large physician organizations and other customers, potentially causing material shifts in insourcing, utilization, pricing and reimbursement, including full and partial risk-based models;
|
18.
|
failure to effectively develop and deploy new systems, system modifications or enhancements required in response to evolving market and business needs;
|
19.
|
customers choosing to insource services that are or could be purchased from the Company;
|
20.
|
failure to identify, successfully close and effectively integrate and/or manage acquisitions of new businesses;
|
21.
|
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;
|
22.
|
termination, loss, delay, reduction in scope or increased costs of contracts, including large contracts and multiple contracts;
|
23.
|
liability arising from errors or omissions in the performance of testing services, contract research services or other contractual arrangements;
|
24.
|
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;
|
25.
|
damage or disruption to the Company's facilities;
|
26.
|
damage to the Company's reputation, loss of business, or other harm from acts of animal rights activists or potential harm and/or liability arising from animal research activities;
|
27.
|
adverse results in litigation matters;
|
28.
|
inability to attract and retain experienced and qualified personnel;
|
29.
|
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;
|
30.
|
substantial costs arising from the inability to commercialize newly licensed tests or technologies or to obtain appropriate coverage or reimbursement for such tests;
|
31.
|
failure to obtain, maintain and enforce intellectual property rights for protection of the Company's products and services and defend against challenges to those rights;
|
32.
|
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 products or services or operate its business;
|
33.
|
business interruption or other impact on the business due to adverse weather, fires and/or other natural disasters, acts of war, terrorism or other criminal acts, and/or widespread outbreak of influenza or other pandemic illness;
|
34.
|
discontinuation or recalls of existing testing products;
|
35.
|
a failure in the Company's information technology systems, including with respect to testing turnaround time and billing processes, or 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 attacks such as denial of service attacks, malware, ransomware and computer viruses, or delays or failures in the development and implementation of the Company’s automation platforms, any of which could result in a negative effect on the Company’s performance of services, a loss of business or increased costs, 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;
|
36.
|
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;
|
37.
|
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 benefit management organizations and increasing levels of patient payment responsibility;
|
38.
|
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;
|
39.
|
failure to maintain the expected capital structure for the Company, including failure to maintain the Company's investment grade rating;
|
40.
|
changes in reimbursement by foreign governments and foreign currency fluctuations;
|
41.
|
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 net revenues;
|
42.
|
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;
|
43.
|
failure to achieve expected efficiencies and savings in connection with the Company's business process improvement initiatives;
|
44.
|
changes in tax laws and regulations or changes in their interpretation, including the Tax Cuts and Jobs Act (TCJA); and
|
45.
|
global economic conditions and government and regulatory changes, including, but not limited to the U.K.'s announced intention to exit from the European Union.
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD
|
$
|
1,760.9
|
|
|
$
|
1,814.0
|
|
|
(2.9
|
)%
|
CDD
|
1,126.3
|
|
|
1,054.2
|
|
|
6.8
|
%
|
||
Intercompany eliminations
|
(5.5
|
)
|
|
(1.9
|
)
|
|
189.5
|
%
|
||
Total
|
$
|
2,881.7
|
|
|
$
|
2,866.3
|
|
|
0.5
|
%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Cost of revenues
|
$
|
2,056.9
|
|
|
$
|
2,031.2
|
|
|
1.3
|
%
|
Cost of revenues as a % of revenues
|
71.4
|
%
|
|
70.9
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
415.3
|
|
|
$
|
395.2
|
|
|
5.1
|
%
|
Selling, general and administrative expenses as a % of revenues
|
14.4
|
%
|
|
13.8
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD
|
$
|
25.6
|
|
|
$
|
26.2
|
|
|
(2.3
|
)%
|
CDD
|
34.6
|
|
|
32.3
|
|
|
7.1
|
%
|
||
Total amortization of intangibles and other assets
|
$
|
60.2
|
|
|
$
|
58.5
|
|
|
2.9
|
%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Restructuring and other special charges
|
$
|
13.6
|
|
|
$
|
12.2
|
|
|
11.5
|
%
|
|
Three Months Ended June 30,
|
|
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Interest expense
|
$
|
(59.1
|
)
|
|
(63.1
|
)
|
|
(6.3
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Equity method income
|
$
|
2.5
|
|
|
$
|
3.0
|
|
|
(16.7
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Other, net
|
$
|
(10.5
|
)
|
|
$
|
2.8
|
|
|
(475.0
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Income tax expense
|
$
|
79.3
|
|
|
$
|
78.6
|
|
|
0.9
|
%
|
Income tax expense as a % of earnings before income taxes
|
29.4
|
%
|
|
25.1
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD operating income
|
$
|
312.5
|
|
|
$
|
336.3
|
|
|
(7.1
|
)%
|
LCD operating margin
|
17.7
|
%
|
|
18.3
|
%
|
|
(0.6
|
)%
|
||
CDD operating income
|
65.8
|
|
|
68.8
|
|
|
(4.4
|
)%
|
||
CDD operating margin
|
5.9
|
%
|
|
6.5
|
%
|
|
(0.6
|
)%
|
||
General corporate expenses
|
(42.6
|
)
|
|
(35.9
|
)
|
|
18.7
|
%
|
||
Total operating income
|
$
|
335.7
|
|
|
$
|
369.2
|
|
|
(9.1
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD
|
$
|
3,482.9
|
|
|
$
|
3,584.2
|
|
|
(2.8
|
)%
|
CDD
|
2,201.0
|
|
|
2,132.6
|
|
|
3.2
|
%
|
||
Intercompany eliminations
|
(11.0
|
)
|
|
(2.2
|
)
|
|
400.0
|
%
|
||
Total
|
$
|
5,672.9
|
|
|
$
|
5,714.6
|
|
|
(0.7
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Cost of revenues
|
$
|
4,058.4
|
|
|
$
|
4,100.5
|
|
|
(1.0
|
)%
|
Cost of revenues as a % of revenues
|
71.5
|
%
|
|
71.8
|
%
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
809.1
|
|
|
$
|
792.2
|
|
|
2.1
|
%
|
Selling, general and administrative expenses as a % of revenues
|
14.3
|
%
|
|
13.9
|
%
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD
|
$
|
50.3
|
|
|
$
|
56.4
|
|
|
(10.8
|
)%
|
CDD
|
67.0
|
|
|
64.4
|
|
|
4.0
|
%
|
||
Total amortization of intangibles and other assets
|
$
|
117.3
|
|
|
$
|
120.8
|
|
|
(2.9
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Restructuring and other special charges
|
$
|
34.2
|
|
|
$
|
26.5
|
|
|
29.1
|
%
|
|
Six Months Ended June 30,
|
|
|
||||||
|
2019
|
|
2018
|
|
Change
|
||||
Interest expense
|
$
|
(115.8
|
)
|
|
(126.6
|
)
|
|
(8.5
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Equity method income
|
$
|
5.5
|
|
|
$
|
5.5
|
|
|
—
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Other, net
|
$
|
(20.9
|
)
|
|
$
|
(0.7
|
)
|
|
2,885.7
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
Income tax expense
|
$
|
148.1
|
|
|
$
|
147.6
|
|
|
0.3
|
%
|
Income tax expense as a % of earnings before income taxes
|
28.2
|
%
|
|
26.6
|
%
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2019
|
|
2018
|
|
Change
|
|||||
LCD operating income
|
$
|
580.8
|
|
|
$
|
639.8
|
|
|
(9.2
|
)%
|
LCD operating margin
|
16.7
|
%
|
|
17.9
|
%
|
|
(1.2
|
)%
|
||
CDD operating income
|
153.8
|
|
|
107.3
|
|
|
43.3
|
%
|
||
CDD operating margin
|
7.0
|
%
|
|
5.0
|
%
|
|
2.0
|
%
|
||
General corporate expenses
|
(80.7
|
)
|
|
(72.5
|
)
|
|
11.3
|
%
|
||
Total operating income
|
$
|
653.9
|
|
|
$
|
674.6
|
|
|
(3.1
|
)%
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
419.3
|
|
|
$
|
567.1
|
|
Net cash used for investing activities
|
(891.3
|
)
|
|
(196.3
|
)
|
||
Net cash provided by (used for) financing activities
|
311.7
|
|
|
(458.1
|
)
|
||
Effect of exchange rate on changes in cash and cash equivalents
|
(1.1
|
)
|
|
(7.9
|
)
|
||
Net change in cash and cash equivalents
|
$
|
(161.4
|
)
|
|
$
|
(95.2
|
)
|
1)
|
The Company will pay contingent cash interest on the zero-coupon subordinated notes after September 11, 2006, if the average market price of the notes equals 120% or more of the sum of the issue price, accrued original issue discount and contingent additional principal, if any, for a specified measurement period.
|
2)
|
Holders may surrender zero-coupon subordinated notes for conversion during any period in which the rating assigned to the zero-coupon subordinated notes by Standard & Poor’s Ratings Services is BB- or lower.
|
|
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
|
||||||
April 1 - April 30
|
0.7
|
|
|
$
|
154.49
|
|
|
0.7
|
|
|
$
|
1,151.0
|
|
May 1 - May 31
|
0.6
|
|
|
163.95
|
|
|
0.6
|
|
|
1,050.0
|
|
||
June 1 - June 30
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050.0
|
|
||
|
1.3
|
|
|
$
|
159.13
|
|
|
1.3
|
|
|
$
|
1,050.0
|
|
(a)
|
Exhibits
|
10.1*
|
|
10..2
|
Executive Employment Agreement, dated June 4, 2019, by and between Laboratory Corporation of America Holdings and Adam H. Schechter (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 5, 2019)
|
10.3
|
Term Loan Credit Agreement, dated June 3, 2019, by and among Laboratory Corporation of America Holdings, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 3, 2019).
|
31.1*
|
|
31.2*
|
|
32**
|
|
101.INS*
|
Inline XBRL Instance 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
|
*
|
|
filed herewith
|
**
|
|
furnished herewith
|
|
By:
|
/s/ DAVID P. KING
|
|
|
David P. King
|
|
|
Chairman of the Board, President
|
|
|
and Chief Executive Officer
|
|
By:
|
/s/ GLENN A. EISENBERG
|
|
|
Glenn A. Eisenberg
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
1.
|
Transition from Employment
|
6.
|
Confidentiality.
|
7.
|
Non-Solicitation/Non-Compete.
|
|
|
|
COMPANY:
|
||
|
||
Laboratory Corporation of America Holdings,
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ Sandra van der Vaart
|
Name:
|
|
Sandra van der Vaart
|
Title:
|
|
Senior Vice President, Global General Counsel and Corporate Secretary
|
|
|
|
Date:
|
|
August 6, 2019
|
|
||
EXECUTIVE:
|
||
|
|
|
By:
|
|
/s/ David P. King
|
Name:
|
|
David P. King
|
|
|
|
Date:
|
|
August 6, 2019
|
|
1.
|
A copy of this Certificate was attached to the Agreement as Exhibit A.
|
|
2.
|
In consideration of the benefits contained in the Agreement, the Parties hereby extend the mutual release of claims set forth in Section 5 of the Agreement to any and all claims that arose after the date the Parties signed the Agreement through the date the Parties signed this Certificate, subject to all other exclusions and terms set forth in the Agreement.
|
|
3.
|
The Parties have carefully read and fully understand all of the provisions of this Certificate, knowingly and voluntarily agree to all of the terms set forth in this Certificate, and acknowledge that in entering into this Certificate, they are not relying on any representation, promise or inducement made by the other with the exception of those promises contained in this Certificate and the Agreement. The Parties further acknowledge that they have been advised to discuss all aspects of this Certificate with their attorneys.
|
|
4.
|
The Parties agree that this Certificate is part of the Agreement.
|
|
5.
|
The Executive is hereby advised that: (a) he is waiving, among other things, any age discrimination claims under the Age Discrimination in Employment Act, provided, however, he is not waiving any such claims that may arise after the date this Certificate is executed; (b) he has had twenty-one (21) days within which to consider the execution of this Certificate, before signing it; and (c) for a period of seven (7) days following the execution of this Certificate, he may revoke this Certificate by delivering written notice (by the close of business on the seventh day) to the Company.
This Certificate shall become effective on the business day immediately following the expiration of the revocation period, provided that Executive does not revoke this Certificate during the revocation period.
|
|
|
|
COMPANY:
|
||
|
||
Laboratory Corporation of America Holdings,
|
||
a Delaware corporation
|
||
|
|
|
By:
|
|
/s/ Sandra van der Vaart
|
Name:
|
|
Sandra van der Vaart
|
Title:
|
|
Senior Vice President, Global General Counsel and Corporate Secretary
|
|
|
|
Date:
|
|
August 6, 2019
|
|
||
EXECUTIVE:
|
||
|
|
|
By:
|
|
/s/ David P. King
|
Name:
|
|
David P. King
|
|
|
|
Date:
|
|
August 6, 3019
|
Grant
|
Grant Date
|
Exercise Price
|
Total Award
|
Total Outstanding
|
Vesting 2020
|
Vesting 2021
|
Vesting 2022
|
RSU
|
2/7/2017
|
|
12,660
|
4,220
|
4,220
|
|
|
RSU
|
2/12/2018
|
|
10,540
|
7,027
|
3,513
|
3,514
|
|
RSU
|
2/12/2019
|
|
12,710
|
12,710
|
4,236
|
4,237
|
4,237
|
|
|
|
|
|
|
|
|
PA
|
2/7/2017
|
|
37,980*
|
37,980*
|
37,980*
|
|
|
PA
|
2/12/2018
|
|
31,620*
|
31,620*
|
|
31,620*
|
|
PA
|
2/12/2019
|
|
38,130*
|
38,130*
|
|
|
38,130*
|
|
|
|
|
|
|
|
|
NQSO
|
2/7/2017
|
$ 130.60
|
48,300
|
16,100
|
16,100
|
|
|
NQSO
|
2/12/2018
|
$ 168.49
|
41,000
|
27,334
|
13,667
|
13,667
|
|
NQSO
|
2/12/2019
|
$ 146.59
|
52,300
|
52,300
|
17,433
|
17,433
|
17,434
|
Date:
|
August 8, 2019
|
|
|
|
|
By:
|
/s/ DAVID P. KING
|
|
|
|
David P. King
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
August 8, 2019
|
|
|
|
|
By:
|
/s/ GLENN A. EISENBERG
|
|
|
|
Glenn A. Eisenberg
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
By:
|
/s/ DAVID P. KING
|
|
|
David P. King
|
|
|
Chief Executive Officer
|
|
|
August 8, 2019
|
|
By:
|
/s/ GLENN A. EISENBERG
|
|
|
Glenn A. Eisenberg
|
|
|
Chief Financial Officer
|
|
|
August 8, 2019
|