CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Millions | Dec. 31, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | 148.5 | 219.7 |
Accounts receivable, net of allowance for doubtful accounts of $173.1 and $161.0 at December 31, 2009 and 2008, respectively | 574.2 | 631.6 |
Supplies inventories | 90 | 91 |
Prepaid expenses and other | 80.1 | 83.8 |
Deferred income taxes | 42.8 | 6.7 |
Total current assets | 935.6 | 1032.8 |
Property, plant and equipment, net | 500.8 | 496.4 |
Goodwill, net | 1897.1 | 1772.2 |
Intangible assets, net | 1342.2 | 1222.6 |
Investments in joint venture partnerships | 71.4 | 72 |
Other assets, net | 90.7 | 73.5 |
Total assets | 4837.8 | 4669.5 |
Current liabilities: | ||
Accounts payable | 183.1 | 159.7 |
Accrued expenses and other | 275.7 | 266.4 |
Noncontrolling interest | 142.4 | 0 |
Short-term borrowings and current portion of long-term debt | 417.2 | 120.8 |
Total current liabilities | 1018.4 | 546.9 |
Long-term debt, less current portion | 977.2 | 1600.5 |
Deferred income taxes and other tax liabilities | 577.7 | 522.9 |
Other liabilities | 158.4 | 189.6 |
Total liabilities | 2731.7 | 2859.9 |
Commitments and contingent liabilities | ||
Noncontrolling interest | 0 | 121.3 |
Shareholders' equity | ||
Common stock, 105.3 and 108.2 shares outstanding at December 31, 2009 and 2008, respectively | 12.5 | 12.8 |
Additional paid-in capital | 36.7 | 237.4 |
Retained earnings | 2927.9 | 2384.6 |
Less common stock held in treasury | -932.5 | -929.8 |
Accumulated other comprehensive income (loss) | 61.5 | -16.7 |
Total shareholders' equity | 2106.1 | 1688.3 |
Total liabilities and shareholders' equity | 4837.8 | 4669.5 |
PARENTHETICAL DATA TO THE CONSO
PARENTHETICAL DATA TO THE CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Millions | Dec. 31, 2009
| Dec. 31, 2008
|
Current assets: | ||
Allowance for doubtful accounts | 173.1 | $161 |
Shareholders' equity | ||
Common stock, shares outstanding (in shares) | 105.3 | 108.2 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | |||
In Millions, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Income Statement [Abstract] | |||
Net sales | 4694.7 | 4505.2 | 4068.2 |
Cost of sales | 2723.8 | 2631.4 | 2,377 |
Gross profit | 1970.9 | 1873.8 | 1691.2 |
Selling, general and administrative expenses | 958.9 | 935.1 | 808.7 |
Amortization of intangibles and other assets | 62.6 | 57.9 | 54.9 |
Restructuring and other special charges | 13.5 | 37.9 | 50.6 |
Operating income | 935.9 | 842.9 | 777 |
Other income (expenses): | |||
Interest expense | -62.9 | (72) | -56.6 |
Income from joint venture partnerships, net | 13.8 | 14.4 | 77.9 |
Investment income | 1.6 | 2.5 | 5.4 |
Other, net | -3.8 | -2.1 | -1.4 |
Earnings before income taxes | 884.6 | 785.7 | 802.3 |
Provision for income taxes | 329 | 307.9 | 325.5 |
Net earnings | 555.6 | 477.8 | 476.8 |
Less: Net earnings attributable to the noncontrolling interest | -12.3 | -13.3 | 0 |
Net earnings attributable to Laboratory Corporation of America Holdings | 543.3 | 464.5 | 476.8 |
Basic earnings per common share (in dollars per share) | 5.06 | 4.23 | 4.08 |
Diluted earnings per common share (in dollars per share) | 4.98 | 4.16 | 3.93 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | ||||||
In Millions | Common Stock
| Additional Paid-in Capital
| Retained Earnings
| Treasury Stock
| Accumulated Other Comprehensive (Loss) Income
| Total
|
BALANCE at Dec. 31, 2006 | 14.4 | 1027.7 | 1767.9 | -891.6 | 58.7 | 1977.1 |
Comprehensive earnings: | ||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 476.8 | 476.8 | ||||
Other comprehensive earnings: | ||||||
Foreign currency translation adjustments | 96.9 | 96.9 | ||||
Net benefit plan adjustments | 4 | 4 | ||||
Tax effect of other comprehensive earnings adjustments | -39.6 | -39.6 | ||||
Comprehensive earnings | 0 | 538.1 | ||||
Issuance of common stock under employee stock plans | 0.1 | 77.5 | 77.6 | |||
Surrender of restricted stock awards | -5.5 | -5.5 | ||||
Adoption of authoritative guidance in connection with convertible debt instruments that may be settled in cash upon conversion | 215.4 | -215.4 | ||||
Adoption of authoritative guidance in connection with uncertain tax positions | 0.5 | (1) | -0.5 | |||
Conversion of zero-coupon convertible debt | 0.7 | 0.7 | ||||
Stock compensation | 35.4 | 35.4 | ||||
Income tax benefit from stock options exercised | 26.6 | 26.6 | ||||
Purchase of common stock | -1.3 | -922.9 | -924.2 | |||
BALANCE at Dec. 31, 2007 | 13.2 | 460.9 | 2028.3 | -897.1 | 120 | 1725.3 |
Comprehensive earnings: | ||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 464.5 | 464.5 | ||||
Other comprehensive earnings: | ||||||
Foreign currency translation adjustments | -129.6 | -129.6 | ||||
Net benefit plan adjustments | (81) | (81) | ||||
Interest rate swap adjustments | -13.5 | -13.5 | ||||
Tax effect of other comprehensive earnings adjustments | 87.4 | 87.4 | ||||
Comprehensive earnings | 0 | 327.8 | ||||
Issuance of common stock under employee stock plans | 0.1 | 64.3 | 64.4 | |||
Surrender of restricted stock awards | -32.7 | -32.7 | ||||
Conversion of zero-coupon convertible debt | 0.1 | 0.1 | ||||
Stock compensation | 36.2 | 36.2 | ||||
Value of noncontrolling interest put | (123) | (123) | ||||
Income tax benefit from stock options exercised | 20.8 | 20.8 | ||||
Purchase of common stock | -0.5 | -221.9 | -108.2 | -330.6 | ||
BALANCE at Dec. 31, 2008 | 12.8 | 237.4 | 2384.6 | -929.8 | -16.7 | 1688.3 |
Comprehensive earnings: | ||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 543.3 | 543.3 | ||||
Other comprehensive earnings: | ||||||
Foreign currency translation adjustments | 93.3 | 93.3 | ||||
Net benefit plan adjustments | 31.5 | 31.5 | ||||
Interest rate swap adjustments | 2.9 | 2.9 | ||||
Tax effect of other comprehensive earnings adjustments | -49.5 | -49.5 | ||||
Comprehensive earnings | 0 | 621.5 | ||||
Issuance of common stock under employee stock plans | 24.8 | 24.8 | ||||
Surrender of restricted stock awards | -2.7 | -2.7 | ||||
Conversion of zero-coupon convertible debt | 0.1 | 11.3 | 11.4 | |||
Stock compensation | 36.4 | 36.4 | ||||
Income tax benefit from stock options exercised | -0.1 | -0.1 | ||||
Purchase of common stock | -0.4 | -273.1 | -273.5 | |||
BALANCE at Dec. 31, 2009 | 12.5 | 36.7 | 2927.9 | -932.5 | 61.5 | 2106.1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | |||
In Millions | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings | 555.6 | 477.8 | 476.8 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 195.1 | 179.7 | 162.8 |
Stock compensation | 36.4 | 36.2 | 35.4 |
Loss on sale of assets | 2.6 | 1.1 | 0.2 |
Accreted interest on zero-coupon subordinated notes | 8.3 | 11.3 | 11.1 |
Cumulative earnings less than (in excess of) distribution from joint venture partnerships | 2.2 | -0.6 | -8.6 |
Deferred income taxes | 9.6 | 69.6 | 26.5 |
Change in assets and liabilities (net of effects of acquisitions): | |||
(Increase) decrease in accounts receivable (net) | 74 | 28 | -78.7 |
(Increase) decrease in inventories | -4.3 | -8.6 | 4.8 |
(Increase) decrease in prepaid expenses and other | 5.9 | -15.1 | -16.3 |
Increase in accounts payable | 22.8 | 15.9 | 33.9 |
Increase (decrease) in accrued expenses and other | -45.8 | -14.4 | 61.8 |
Net cash provided by operating activities | 862.4 | 780.9 | 709.7 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -114.7 | -156.7 | -142.6 |
Proceeds from sale of assets | 0.9 | 0.5 | 1.4 |
Deferred payments on acquisitions | -3.3 | -4.1 | -2.8 |
Purchases of short-term investments | 0 | -72.8 | -1777.9 |
Proceeds from sale of short-term investments | 0 | 182.7 | 1803.4 |
Acquisition of licensing technology | 0 | -0.8 | -0.7 |
Investment in equity affiliate | -4.3 | 0 | 0 |
Acquisition of businesses, net of cash acquired | -212.6 | -344.8 | -222.3 |
Net cash used for investing activities | (334) | (396) | -341.5 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from term loan | 0 | 0 | 500 |
Proceeds from revolving credit facilities | 4.2 | 145.2 | 240 |
Payments on revolving credit facilities | 0 | -74.4 | (240) |
Principal payments on term loan | (50) | (25) | 0 |
Payments on zero-coupon subordinated notes | -289.4 | -2.1 | 0 |
Payments on vendor-financed equipment | -1.5 | 0 | 0 |
Increase (decrease) in bank overdraft | (5) | 5 | -34.9 |
Payments on long-term debt | -0.1 | -0.1 | -0.1 |
Payment of debt issuance costs | -0.1 | -0.1 | -5.8 |
Noncontrolling interest distributions | -11.3 | (14) | 0 |
Excess tax benefits from stock based compensation | 0.5 | 16.2 | 20.7 |
Net proceeds from issuance of stock to employees | 24.8 | 64.4 | 77.6 |
Purchase of common stock | (273) | -333.6 | -921.2 |
Net cash used for financing activities | -600.9 | -218.5 | -363.7 |
Effect of exchange rate changes on cash and cash equivalents | 1.3 | -3.1 | 0.4 |
Net increase (decrease) in cash and cash equivalents | -71.2 | 163.3 | 4.9 |
Cash and cash equivalents at beginning of period | 219.7 | 56.4 | 51.5 |
Cash and cash equivalents at end of period | 148.5 | 219.7 | 56.4 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation: Laboratory Corporation of America Holdings with its subsidiaries (the Company) is the second largest independent clinical laboratory company in the United States based on 2009 net revenues.Through a national network of laboratories, the Company offers a broad range of testing services used by the medical profession in routine testing, patient diagnosis, and in the monitoring and treatment of disease. In addition, the Company has developed specialty and niche operations based on certain types of specialized testing capabilities and client requirements, such as oncology testing, HIV genotyping and phenotyping, diagnostic genetics and clinical research trials. Since its founding in 1971, the Company has grown into a network of 38 primary laboratories and over 1,500 patient service centers along with a network of branches and STAT laboratories. With over 28,000 employees, the Company processes tests on more than 440,000 patient specimens daily and provides clinical laboratory testing services in all 50 states, the District of Columbia, Puerto Rico, Belgium and three provinces in Canada. The Company's operating segments are aggregated within one reportable segment based on the way the Company manages its business. The Company's divisions exhibit similar long-term economic characteristics, process similar transactions and provide their testing services to similar classes of customers. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. Investments in which the Company does not exercise significant influence (generally, when the Company has an investment of less than 20% and no representation on the investee's board of directors) are accounted for using the cost method. All significant inter-company transactions and accounts have been eliminated. The Company does not have any variable interest entities or special purpose entities whose financial results are not included in the consolidated financial statements. The financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency.Assets and liabilities are translated at exchange rates as of the balance sheet date.Revenues and expenses are translated at average monthly exchange rates prevailing during the year.Resulting translation adjustments are included in "Accumulated other comprehensive income. The Company evaluated events occurring subsequent to December 31, 2009 for potential recognition or disclosure in the consolidated financial statements through February 24, 2010. Revenue Recognition: Sales are recognized on the accrual basis at the time test results are reported, which approximates when services are provided. Services are provided to certain patients covered by various third-party payer programs including various managed care organizations, as well as the Medic |
2. BUSINESS ACQUISITIONS
2. BUSINESS ACQUISITIONS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
BUSINESS ACQUISITIONS | 2.BUSINESS ACQUISITIONS During the year ended December 31 2009, the Company acquired various laboratories and related assets for approximately $212.6 in cash (net of cash acquired). The acquisition activity primarily included the acquisition of Monogram Biosciences, Inc. (Monogram) effective August 3, 2009 for approximately $160.0 in cash (net of cash acquired). The Monogram acquisition was made to enhance the Companys scientific differentiation and esoteric testing capabilities and advance the Companys personalized medicine strategy. The Monogram purchase consideration has been allocated to the estimated fair market value of the net assets acquired, including approximately $63.5 in identifiable intangible assets (primarily non-tax deductible customer relationships, patents and technology, and trade name) with weighted-average useful lives of approximately 15 years;net operating loss tax assets of approximately $44.8, which are expected to be realized over a period of 18 years; and residual amount of non-tax deductible goodwill of approximately $83.6. Monogram has an active research and development department, which is primarily focused on the development of companion diagnostics technology. As a result of this acquisition, the Company incurred approximately $5.2 of research and development expenses (included in selling, general and administrative expenses) for the year ended December 31, 2009. In connection with the Monogram acquisition, the Company incurred approximately $2.7 in transaction fees and expenses (included in selling, general and administrative expenses). During the year ended December 31, 2008, the Company acquired various laboratories and related assets for approximately $203.9 in cash (net of cash acquired).These acquisitions were made primarily to extend the Companys geographic reach in important market areas or acquire scientific differentiation and esoteric testing capabilities. Effective January 1, 2008 the Company acquired additional partnership units in its Ontario, Canada (Ontario) joint venture for approximately $140.9 in cash (net of cash acquired), bringing the Companys percentage interest owned to 85.6%. Concurrent with this acquisition, the terms of the joint ventures partnership agreement were amended. Based upon the amended terms of this agreement, the Company began including the consolidated operating results, financial position and cash flows of the Ontario joint venture in the Companys consolidated financial statements on January 1, 2008. The amended joint ventures partnership agreement also enables the holders of the noncontrolling interest to put the remaining partnership units to the Company in defined future periods, at an initial amount equal to the consideration paid by the Company in 2008, and subject to adjustment based on market value formulas contained in the agreement. The initial difference of $123.0 between the value of the put and the underlying noncontrolling interest was recorded as additional noncontrolling interest liability and as a reduction to additional paid-in capital in the consolidated financial statements. The contractual value of the put, in excess of the current |
3. RESTRUCTURING AND OTHER SPEC
3. RESTRUCTURING AND OTHER SPECIAL CHARGES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
RESTRUCTURING AND OTHER SPECIAL CHARGES | 3. RESTRUCTURING AND OTHER SPECIAL CHARGES During 2009, the Company recorded net restructuring charges of $13.5 primarily related to the closing of redundant and underutilized facilities. The majority of these costs related to severance and other employee costs and contractual obligations associated with leased facilities and other facility related costs. Of this amount, $10.5 related to severance and other employee costs for employees primarily in the affected facilities, and $12.5 related to contractual obligations associated with leased facilities and other facility related costs. The Company also reduced its prior restructuring accruals by $9.5, comprised of $7.3 of previously recorded facility costs and $2.2 of employee severance benefits as a result of incurring less cost than planned on those restructuring initiatives primarily resulting from favorable settlements on lease buyouts and severance payments that were not required to achieve the planned reduction in work force. During 2008, the Company recorded net restructuringcharges of $32.4primarily related to work force reductions and the closing of redundant and underutilized facilities. Of this amount, $20.9 related to severance and other employee costs in connection with the general work force reductions and $13.4 related to contractual obligations associated with leased facilities and equipment. The Company also recorded a credit of $1.9, comprised of $1.2 of previously recorded facility costs and $0.7 of employee severance benefits relating to changes in cost estimates accrued in prior periods. During the third quarter of 2008, the Company also recorded a special charge of $5.5 related to estimated uncollectible amounts primarily owed by patients in the areas of the Gulf Coast severely impacted by hurricanes similar to losses incurred during the 2005 hurricane season. During 2007, the Company recorded net restructuringcharges of $50.6 primarilyrelated to reductions in work force and consolidation of redundant and underutilized facilities. Of this amount, $24.8 related to employee severance benefits for employees primarily in management, administrative, technical, service and support functions and $19.4 related to contractual obligations and other costs associated with the closure of facilities. The charges also included a write-off of approximately $6.5 of accounts receivable balances remaining on a subsidiarys billing system that was abandoned during the year and $0.9 related to settlement of a preacquisition employment liability. The Company also recorded a credit of $1.0, comprised of $0.7 of previously recorded facility costs and $0.3 of employee severance benefits. |
4. RESTRUCTURING RESERVES
4. RESTRUCTURING RESERVES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
RESTRUCTURING RESERVES | 4. RESTRUCTURING RESERVES The following represents the Companys restructuring activities for the period indicated: Severance Lease and Other and Other Employee Facility Costs Costs Total Balance as of January 1, 2009 $ 11.3 $ 22.4 $ 33.7 Net restructuring charges 8.3 5.2 13.5 Cash payments and other adjustments (13.0 ) (8.6 ) (21.6 ) Balance as of December 31, 2009 $ 6.6 $ 19.0 $ 25.6 Current $ 15.2 Non-current 10.4 $ 25.6 |
5. INVESTMENTS IN JOINT VENTURE
5. INVESTMENTS IN JOINT VENTURE PARTNERSHIPS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
INVESTMENTS IN JOINT VENTURE PARTNERSHIPS | 5.INVESTMENTS IN JOINT VENTURE PARTNERSHIPS As disclosed in note 2 (Business Acquisitions), effective January 1, 2008 the Company acquired additional partnership units in its Ontario, Canada joint venture bringing the Companys percentage interest owned to 85.6%. Concurrent with this acquisition, the terms of the joint ventures partnership agreement were amended. Based upon the amended terms of this agreement, the Company began including the consolidated operating results, financial position and cash flows of the Ontario joint venture in the Companys consolidated financial statements on January 1, 2008. As a result, the below disclosures in connection with investments in joint venture partnerships do not include the Ontario joint venture as of and for the years ended December 31, 2009 and 2008. At December 31, 2009 the Company had investments in the following unconsolidated joint venture partnerships: Net Percentage Location Investment Interest Owned Milwaukee, Wisconsin $ 10.4 50.00 % Alberta, Canada 59.7 43.37 % Cincinnati, Ohio 1.3 50.00 % The joint venture agreements that govern the conduct of business of these partnerships mandates unanimous agreement between partners on all major business decisions as well as providing other participating rights to each partner. The partnerships are accounted for under the equity method of accounting as the Company does not have control of these partnerships. The Company has no material obligations or guarantees to, or in support of, these unconsolidated joint ventures and their operations. Condensed unconsolidated financial information for joint venture partnerships is shown in the following table (the Ontario, Canada joint venture information included for the 2007 information only). As of December 31: 2009 2008 Current assets $ 35.3 $ 28.5 Other assets 41.4 31.4 Total assets $ 76.7 $ 59.9 Current liabilities $ 28.0 $ 18.7 Other liabilities 2.3 2.5 Total liabilities 30.3 21.2 Partners' equity 46.4 38.7 Total liabilities and partners equity $ 76.7 $ 59.9 For the period January 1 - December 31: 2009 2008 2007 Net sales $ 212.4 $ 182.0 $ 403.4 Gross profit 69.6 69.0 190.9 Net earnings 33.3 34.3 120.9 The Companys recorded investment in the Alberta joint venture partnership at December 31, 2009 includes $48.4 of value assigned to the partnerships Canadian licenses (with an indefinite life and deductible for tax) to conduct diagnostic testing services in the province. |
6. ACCOUNTS RECEIVABLE, NET
6. ACCOUNTS RECEIVABLE, NET | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 6.ACCOUNTS RECEIVABLE, NET December 31, December 31, 2009 2008 Gross accounts receivable $ 747.3 $ 792.6 Less allowance for doubtful accounts (173.1 ) (161.0 ) $ 574.2 $ 631.6 The provision for doubtful accounts was $248.9, $232.8 and $196.2 in 2009, 2008 and 2007 respectively. In addition, in the second quarter of 2008 the Company recorded a $45.0 increase in its provision for doubtful accounts. The Companys estimate of the allowance for doubtful accounts was increased due to the impact of the economy, higher patient deductibles and copayments, and acquisitions on the collectibility of accounts receivable balances. During the third quarter of 2008, the Company also recorded a special charge of $5.5 related to estimated uncollectible amounts primarily owed by patients in the areas of the Gulf Coast severely impacted by hurricanes similar to losses incurred during the 2005 hurricane season. |
7. PROPERTY, PLANT AND EQUIPMEN
7. PROPERTY, PLANT AND EQUIPMENT, NET | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 7.PROPERTY, PLANT AND EQUIPMENT, NET December 31, December 31, 2009 2008 Land $ 23.4 $ 20.6 Buildings and building improvements 116.7 115.2 Machinery and equipment 584.8 558.9 Software 289.6 278.9 Leasehold improvements 147.0 127.9 Furniture and fixtures 48.4 44.6 Construction in progress 49.8 57.1 Equipment under capital leases 3.5 3.5 1,263.2 1,206.7 Less accumulated depreciation and amortization of capital lease assets (762.4 ) (710.3 ) $ 500.8 $ 496.4 Depreciation expense and amortization of capital lease assets was $130.7, $120.1 and $106.5 for 2009, 2008 and 2007, respectively, including software depreciation of $34.8, $33.7, and $34.8 for 2009, 2008 and 2007, respectively. |
8. GOODWILL AND INTANGIBLE ASSE
8. GOODWILL AND INTANGIBLE ASSETS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 8.GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill (net of accumulated amortization) for the years ended December 31, 2009 and 2008 are as follows: 2009 2008 Balance as of January 1 $ 1,772.2 $ 1,639.5 Goodwill acquired during the year 124.1 135.4 Adjustments to goodwill 0.8 (2.7 ) Goodwill, net $ 1,897.1 $ 1,772.2 The components of identifiable intangible assets are as follows: December 31, 2009 December 31, 2008 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Customer relationships $ 839.8 $ (337.1 ) $ 793.2 $ (294.1 ) Patents, licenses and technology 119.2 (62.4 ) 94.7 (54.2 ) Non-compete agreements 39.4 (30.7 ) 37.0 (28.2 ) Trade name 117.7 (41.8 ) 115.3 (33.4 ) Canadian licenses 698.1 -- 592.3 -- $ 1,814.2 $ (472.0 ) $ 1,632.5 $ (409.9 ) A summary of amortizable intangible assets acquired during 2009, and their respective weighted average amortization periods are as follows: Weighted Average Amount Amortization Period Customer relationships $ 46.5 11.9 Patents, licenses and technology 25.3 2.3 Non-compete agreements 2.4 0.2 Trade name 2.4 0.3 $ 76.6 14.7 Amortization of intangible assets was $62.6, $57.9 and $54.9 in 2009, 2008 and 2007, respectively.Amortization expense of intangible assets is estimated to be $65.6 in fiscal 2010, $60.8 in fiscal 2011, $56.4 in fiscal 2012, $53.4 in fiscal 2013, $50.5 in fiscal 2014, and $357.4 thereafter. The Company paid $0.0, $0.8 and $0.7 in 2009, 2008 and 2007 for certain exclusive and non-exclusive licensing rights to diagnostic testing technology. These amounts are being amortized over the life of the licensing agreements. As of December 31, 2009, the Ontario operation has $698.1 of value assigned to the partnerships indefinite lived Canadian licenses to conduct diagnostic testing services in the province. |
9. ACCRUED EXPENSES AND OTHER
9. ACCRUED EXPENSES AND OTHER | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
ACCRUED EXPENSES AND OTHER | 9.ACCRUED EXPENSES AND OTHER December 31, December 31, 2009 2008 Employee compensation and benefits $ 143.4 $ 140.7 Self-insurance reserves 56.2 48.0 Accrued taxes payable 19.0 10.5 Royalty and license fees payable 6.9 7.7 Accrued repurchases of common stock 0.5 -- Restructuring reserves 15.2 24.3 Acquisition related reserves 5.6 8.1 Interest payable 8.6 8.6 Other 20.3 18.5 $ 275.7 $ 266.4 |
10. OTHER LIABILITIES
10. OTHER LIABILITIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
OTHER LIABILITIES | 10.OTHER LIABILITIES December 31, December 31, 2009 2008 Post-retirement benefit obligation $ 39.7 $ 36.7 Defined benefit plan obligation 41.4 94.8 Restructuring reserves 10.4 9.4 Self-insurance reserves 12.1 12.1 Interest rate swap liability 10.6 13.5 Acquisition related reserves 1.1 1.2 Deferred revenue 22.5 6.9 Other 20.6 15.0 $ 158.4 $ 189.6 |
11. DEBT
11. DEBT | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
DEBT | 11.DEBT Short-term borrowings and current portion of long-term debt at December 31, 2009 and 2008 consisted of the following: December 31, December 31, 2009 2008 Zero-coupon convertible subordinated notes $ 292.2 $ -- Term loan, current 50.0 50.0 Revolving credit facility 75.0 70.8 Total short-term borrowings and current portion of long-term debt $ 417.2 $ 120.8 Long-term debt at December 31, 2009 and 2008 consisted of the following: December 31, December 31, 2009 2008 Senior notes due 2013 $ 351.3 $ 351.7 Senior notes due 2015 250.0 250.0 Term loan, non-current 375.0 425.0 Zero-coupon convertible subordinated notes -- 573.5 Other long-term debt 0.9 0.3 Total long-term debt $ 977.2 $ 1,600.5 Credit Facilities On October 26, 2007, the Company entered into senior unsecured credit facilities with Credit Suisse, acting as Administrative Agent, and a group of financial institutions totaling $1,000.0. The credit facilities consist of a five-year Revolving Facility in the principal amount of $500.0 and a five-year, $500.0 Term Loan Facility. The balances outstanding on the Companys Term Loan Facility at December 31, 2009 and 2008 were $425.0 and $475.0, respectively. The balances outstanding on the Companys Revolving Facility at December 31, 2009 and 2008 were $75.0 and $70.8, respectively. The senior unsecured credit facilities bear interest at varying rates based upon LIBOR plus a percentage based on the Companys credit rating with Standard Poor's Ratings Services. The remaining quarterly principal repayments of the Term Loan Facility range from $12.5 to $18.8 from March 31, 2010 to September 30, 2012 with $243.8 due on the maturity date of October 26, 2012. At December 31, 2009, future principal repayments under the Term Loan facility are as follows: 2010 - $50.0, 2011 - $75.0 and 2012 - $300.0. The senior credit facilities are available for general corporate purposes, including working capital, capital expenditures, acquisitions, funding of share repurchases and other payments. The agreement contains certain debt covenants which require that the Company maintain aleverage ratio of no more than 2.5 to 1.0and aninterest coverage ratio of at least5.0 to 1.0. Both ratios are calculated in relation to EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization).The credit agreement allows payment of dividends provided that the Company is not in default (as defined in the agreement) and its leverage ratio isless than 2.0 to 1.0.The Company is in compliance with all covenants at December 31, 2009. On September 15, 2008, Lehman Brothers Holdings, Inc. (Lehman), whose subsidiaries had a $28.0 commitment in the Companys Revolving Facility, filed for bankruptcy. During the fourth quarter of 2009, another bank assumed Lehmans commitment in the Companys Revolving Facility. On March 31, 2008, the Company entered into a three-year interest rate swap agreement to hedge variable interest rate risk on the Companys variable interest rate ter |
12. PREFERRED STOCK AND COMMON
12. PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | 12. PREFERRED STOCK AND COMMON SHAREHOLDERS EQUITY The Company is authorized to issue up to 265.0 shares of common stock, par value $0.10 per share. The Companys treasury shares are recorded at aggregate cost. Common shares issued and outstanding are summarized in the following table: 2009 2008 Issued 127.4 130.3 In treasury (22.1 ) (22.1 ) Outstanding 105.3 108.2 The Company is authorized to issue up to 30.0 shares of preferred stock, par value $0.10 per share. There were no preferred shares outstanding as of December 31, 2009. The changes in common shares issued and held in treasury are summarized below: Common shares issued 2009 2008 2007 Common stock issued at January 1 130.3 132.7 143.8 Common stock issued under employee stock plans 0.6 2.2 2.0 Common stock issued upon conversion of zero-coupon subordinated notes 0.4 -- -- Retirement of common stock (3.9 ) (4.6 ) (13.1 ) Common stock issued at December 31 127.4 130.3 132.7 Common shares held in treasury 2009 2008 2007 Common shares held in treasury at January 1 22.1 21.7 21.6 Surrender of restricted stock and performance share awards -- 0.4 0.1 Common shares held in treasury at December 31 22.1 22.1 21.7 Share Repurchase Program During fiscal 2009, the Company purchased 3.9 shares of its common stock at a total cost of $273.5. As of December 31, 2009, the Company had outstanding authorization from the Board of Directors to purchase approximately $71.8 of Company common stock. On February 11, 2010, the Board of Directors authorized the purchase of $250.0 of additional shares of the Companys common stock. Stockholder Rights Plan The Company adopted a stockholder rights plan effective as of December 13, 2001 that provides that each common stockholder of record on December 21, 2001 received a dividend of one right for each share of common stock held. Each right entitles the holder to purchase from the Company one-hundredth of a share of a new series of participating preferred stock at an initial purchase price of four hundred dollars. These rights will become exercisable and will detach from the Companys common stock if any person becomes the beneficial owner of 15% or more of the Companys common stock. In that event, each right will entitle the holder, other than the acquiring person, to purchase, for the initial purchase price, shares of the Companys common stock having a value of twice the initial purchase price. The rights will expire on December 13, 2011, unless earlier exchanged or redeemed. Accumulated Other Comprehensive Earnings The components of accumulated other comprehensive earnings are as follows: Foreign Net Interest Accumulated Currency Benefit Rate Other Translation Plan Swap Comprehensive Adjustments Adjustments Adjustments Earnings Balance at December 31, 2006 $ 89.2 $ (30.5 ) $ -- $ 58.7 Current year adjustments 96.9 4.0 -- 100.9 Tax effect of adjustments (38.0 ) |
13. INCOME TAXES
13. INCOME TAXES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
INCOME TAXES | 13.INCOME TAXES The sources of income before taxes, classified between domestic and foreign entities are as follows: Pre-tax income 2009 2008 2007 Domestic $ 848.0 $ 747.8 $ 786.5 Foreign 36.6 37.9 15.8 Total pre-tax income $ 884.6 $ 785.7 $ 802.3 The provisions for income taxes in the accompanying consolidated statements of operations consist of the following: Years Ended December 31, 2009 2008 2007 Current: Federal $ 266.2 $ 188.1 $ 238.9 State 41.0 39.8 49.9 Foreign 12.2 10.4 10.2 $ 319.4 $ 238.3 $ 299.0 Deferred: Federal $ 25.3 $ 54.0 $ 18.8 State (15.5 ) 12.8 4.2 Foreign (0.2 ) 2.8 3.5 9.6 69.6 26.5 $ 329.0 $ 307.9 $ 325.5 The tax benefit associated with option exercises from stock plans reduced taxes currently payable by approximately $1.1, $20.9 and $26.2 in 2009, 2008 and 2007, respectively.Such benefits are recorded as additional paid-in-capital. The effective tax rates on earnings before income taxes are reconciled to statutory federal income tax rates as follows: Years Ended December 31, 2009 2008 2007 Statutory federal rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal income tax effect 1.9 4.3 4.0 Other 0.3 (0.1 ) 1.6 Effective rate 37.2 % 39.2 % 40.6 % In 2009, the Company recorded favorable adjustments of $21.5 to its tax provision relating to the resolution of certain state tax issues under audit, as well as the realization of foreign tax credits. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: December 31, December 31, 2009 2008 Deferred tax assets: Accounts receivable $ 12.1 $ -- Employee compensation and benefits 72.0 66.9 Self insurance reserves 20.2 21.7 Postretirement benefit obligation 15.4 14.5 Acquisition and restructuring reserves 11.6 15.7 Tax loss carryforwards 45.9 5.3 Other -- 7.8 177.2 131.9 Less: valuation allowance (3.9 ) (3.9 ) Net deferred tax assets $ 173.3 $ 128.0 Deferred tax liabilities: Accounts receivable -- (1.7 ) Deferred earnings (23.1 ) (23.6 ) Intangible assets (336.7 ) (304.0 ) Property, plant and equipment (58.5 ) (51.1 ) Zero-coupon subordinated notes (136.5 ) (137.7 ) Currency translation adjustment (78.0 ) (39.7 ) Other (2.2 ) -- Total gross deferred tax liabilities (635.0 ) (557.8 ) Net deferred tax liabilities $ (461.7 ) $ (429.8 ) The Company has state tax loss carryovers of approximately $0.6, which expire in 2010 through 2024. In addition, the Company has federal tax loss carryovers of approximately $45.3 expiring periodically through 2028. The utilization of these tax loss carryovers is limited due to change of ownership rules. However, at this time the Company expects to fully utilize substantially all federal tax loss carryovers. The |
14. STOCK COMPENSATION PLANS
14. STOCK COMPENSATION PLANS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
STOCK COMPENSATION PLANS | 14.STOCK COMPENSATION PLANS Stock Incentive Plans There are currently 23.8 million shares authorized for issuance under the 2008 Stock Incentive Plan and the 2000 Stock Incentive Plan. Each of these plans was approved by shareholders. At December 31, 2009, there were 5.8 million additional shares available for grant under the Companys stock option plans. Stock Options The following table summarizes grants of non-qualified options made by the Company to officers, key employees, and non-employee directors under all plans. Stock options are generally granted at an exercise price equal to or greater than the fair market price per share on the date of grant. Also, for each grant, options vest ratably over a period of three years on the anniversaries of the grant date, subject to their earlier expiration or termination. Changes in options outstanding under the plans for the periods indicated were as follows: Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Price Contractual Intrinsic Options per Option Term Value Outstanding at December 31, 2008 4.9 $ 65.59 Granted 2.1 60.27 Exercised (0.3 ) 47.00 Cancelled (0.4 ) 68.71 Outstanding at December 31, 2009 6.3 $ 64.52 7.4 $ 72.7 Vested and expected to vest at December 31, 2009 6.1 $ 64.49 7.4 $ 69.8 Exercisable at December 31, 2009 3.0 $ 61.57 6.0 $ 44.4 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of 2009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2009. The amount of intrinsic value will change based on the fair market value of the Companys stock. Cash received by the Company from option exercises, the actual tax benefit realized for the tax deductions and the aggregate intrinsic value of options exercised from option exercises under all share-based payment arrangements during the years ended December 31, 2009, 2008, and 2007 were as follows: 2009 2008 2007 Cash received by the Company $ 14.3 $ 53.6 $ 67.4 Tax benefits realized $ 2.7 $ 14.3 $ 25.7 Aggregate intrinsic value $ 7.0 $ 35.5 $ 63.6 The following table summarizes information concerning currently outstanding and exercisable options. Options Outstanding Options Exercisable Weighted Average Weighted Remaining Average Average Range of Number Contractual Exercise Number Exercise Exercise Prices Outstanding Life Price Exercisable Price $ 6.80 - 59.37 1.7 4.8 $ 49.09 1.7 $ 49.09 $ 60.04 - 67.60 1.9 9.1 $ 60.29 -- $ -- $ 75.63 - 75.63 1.6 8.4 $ 75.63 0.6 $ 75.63 $ 77.58 - 80.37 1.1 7.2 $ 80.30 0.7 $ 80.32 6.3 7.4 $ 64.52 3.0 $ 61.57 The following |
15. COMMITMENTS AND CONTINGENT
15. COMMITMENTS AND CONTINGENT LIABILITIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | 15.COMMITMENTS AND CONTINGENT LIABILITIES The Company was a party in a patent case originally filed by Competitive Technologies, Inc. and Metabolite Laboratories, Inc. in the United States District Court for the District of Colorado. After a jury trial, the district court entered judgment against the Company for patent infringement, with total damages and attorneys fees payable by the Company of approximately $7.8. The underlying judgment has been paid. The Company vigorously contested the judgment and appealed the case ultimately to the United States Supreme Court. On June 22, 2006, the Supreme Court dismissed the Companys appeal and the case was remanded to the District Court for further proceedings including resolution of a related declaratory judgment action initiated by the Company addressing the plaintiffs claims for post trial damages. On August 15, 2008, the District Court entered judgment in favor of the Company on all of the plaintiffs remaining claims. Metabolite Laboratories, Inc. has filed a notice of appeal and the appeal is pending. The Company does not expect the resolution of these issues to have a material adverse effect on its financial position, results of operations or liquidity. A subsidiary of the Company, DIANON Systems, Inc. (DIANON), is the appellant in a wrongful termination lawsuit originally filed by G. Berry Schumann in Superior Court in the State of Connecticut.After a jury trial, the state court entered judgment against DIANON, with total damages, attorneys fees, and pre-judgment interest payable by DIANON, of approximately $10.0. DIANON filed a notice of appeal in December 2009 and is awaiting a briefing schedule. DIANON has disputed liability and intends to contest the case vigorously on appeal. The Company is involved in various claims and legal actions, including arbitrations, class actions, and other litigation,arising in the ordinary course of business. Some of these actions involve claims that are substantial in amount. These matters include, but are not limited to, intellectual property disputes, professional liability, employee related matters, and inquiries, including subpoenas and other civil investigative demands, from governmental agencies and Medicare or Medicaid payers and managed care payers reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties. The Company receives civil investigative demands or other inquiries from various governmental bodies in the ordinary course of its business.Such inquiries can relate to the Company or other healthcare providers. The Company works cooperatively to respond to appropriate requests for information. As previously reported on May 22, 2006, the Company received a subpoena from the California Attorney General seeking documents related to billing to the states Medicaid program. The Company subsequently reported during the third quarter of 2008, that it received a request from the California Attorney General for additional information. On March 20, 2009, a qui tam lawsuit, California ex rel. Hunter Laboratories, LLC et al. v. Quest Diagnos |
16. PENSION AND POSTRETIREMENT
16. PENSION AND POSTRETIREMENT PLANS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
PENSION AND POSTRETIREMENT PLANS | 16.PENSION AND POSTRETIREMENT PLANS Pension Plans The Company maintains a defined contribution retirement plan (the 401K Plan) for substantially all employees. Company contributions to the plan are based on a percentage of employee contributions. The cost of this plan was $15.2, $15.5 and $14.8 in 2009, 2008 and 2007, respectively. In addition, substantially all employees of the Company are covered by a defined benefit retirement plan (the "Company Plan"). The benefits to be paid under the Company Plan are based on years of credited service and average compensation. The Companys policy is to fund the Company Plan with at least the minimum amount required by applicable regulations. The Company made contributions to the Company Plan of $54.8, $0.0 and $0.0 in 2009, 2008 and 2007, respectively. The Companys nonqualified supplemental retirement plan (the PEP) covers its senior management group and provides for the payment of the difference, if any, between the amount of any maximum limitation on annual benefit payments under the Employee Retirement Income Security Act of 1974 and the annual benefit that would be payable under the Company Plan but for such limitation. The PEP is an unfunded plan. In October 2009, the Company received approval from its Board of Directors to freeze any additional service-based credits for any years of service after December 31, 2009 on the Company Plan and the PEP. Both plans will be closed to new entrants. Current participants in the Company Plan and the PEP will no longer earn service-based credits, but will continue to earn interest credits. In addition, effective January 1, 2010, all employees eligible for the 401K Plan will receive a minimum3% non-elective contribution (NEC) concurrent with each payroll period. The NEC replaces the Company match, which will be discontinued. Employees are not required to make a contribution to the 401K Plan to receive the NEC. The NEC will be non-forfeitable and vests immediately. The 401K Plan also provides discretionarycontributions of 1% to 3% of pay for eligible employees based on service. The Company believes these changes to the Company Plan, the PEP and the 401K Plan will align the Companys retirement plan strategy with prevailing industry practices and reduce the future impact of market volatility on the Company Plan. As a result of the changes to the Company Plan and PEP which were adopted in the fourth quarter of 2009, the Company recognized a net curtailment charge of $2.8 due to remeasurement of the PEP obligation at December 31, 2009 and the acceleration of unrecognized prior service for that plan. Projected pension expense for the Company Plan and the PEP is expected to decrease from $36.6 in 2009 to $10.4 in 2010. In addition, the Company does not plan to make contributions to the Company Plan during 2010. The implementation of the NEC is expected to increase the Companys 401K costs and contributions by an additional $22.5 in 2010. The effect on operations for both the Company Plan and the PEP are summarized as follows: Year ended December 31, 2009 2008 2007 Service cost for benefits earned $ 20.8 |
17. FAIR VALUE MEASUREMENTS
17. FAIR VALUE MEASUREMENTS | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
FAIR VALUE MEASUREMENTS | 17.FAIR VALUE MEASUREMENTS The Companys population of financial assets and liabilities subject to fair value measurements as of December 31, 2009 and 2008 are as follows: Fair value Fair Value Measurements as of as of December 31, 2009 December 31, Using Fair Value Hierarchy 2009 Level 1 Level 2 Level 3 Noncontrolling interest put $ 142.4 $ -- $ 142.4 $ -- Derivatives Embedded derivatives realted to the zero-coupon subordinated notes $ -- $ -- $ -- $ -- Interest rate swap liability 10.6 -- 10.6 -- Total fair value of derivatives $ 10.6 $ -- $ 10.6 $ -- Fair value Fair Value Measurements as of as of December 31, 2008 December 31, Using Fair Value Hierarchy 2008 Level 1 Level 2 Level 3 Noncontrolling interest put $ 121.3 $ -- $ 121.3 $ -- Derivatives Embedded derivatives related to the zero-coupon subordinated notes $ -- $ -- $ -- $ -- Interest rate swap liability 13.5 -- 13.5 -- Total fair value of derivatives $ 13.5 $ -- $ 13.5 $ -- The noncontrolling interest put is valued at its contractually determined value, which approximates fair value. The fair values for the embedded derivatives and interest rate swap are based on observable inputs or quoted market prices from various banks for similar instruments. |
18. DERIVATIVE INSTRUMENTS AND
18. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 18.DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company addresses its exposure to market risks, principally the market risk associated with changes in interest rates, through a controlled program of risk management that includes, from time to time, the use of derivative financial instruments such as interest rate swap agreements (see Interest Rate Swap section below). Although the Companys zero-coupon subordinated notes contain features that are considered to be embedded derivative instruments (see Embedded Derivative section below), the Company does not hold or issue derivative financial instruments for trading purposes. The Company does not believe that its exposure to market risk is material to the Companys financial position or results of operations. Interest Rate Swap The Company has an interest rate swap agreement with a remaining term of approximately two years to hedge variable interest rate risk on the Companys variable interest rate term loan. On a quarterly basis under the swap, the Company pays a fixed rate of interest (2.92%) and receives a variable rate of interest based on the three-month LIBOR rate on an amortizing notional amount of indebtedness equivalent to the term loan balance outstanding. The swap has been designated as a cash flow hedge. Accordingly, the Company recognizes the fair value of the swap in the consolidated balance sheets and any changes in the fair value are recorded as adjustments to accumulated other comprehensive income (loss), net of tax. The fair value of the interest rate swap agreement is the estimated amount that the Company would pay or receive to terminate the swap agreement at the reporting date. The fair value of the swap was a liability of $10.6 and $13.5 at December 31, 2009 and 2008, respectively, and is included in other liabilities in the consolidated balance sheets. Embedded Derivatives Related to the Zero-Coupon Subordinated Notes The Companys zero-coupon subordinated notes contain the following two features that are considered to be embedded derivative instruments under authoritative guidance in connection with accounting for derivative instruments and hedging activities: 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 Poors Ratings Services is BB- or lower. The Company believes these embedded derivatives had no fair value at December 31, 2009 and 2008. These embedded derivatives also had no impact on the consolidated statements of operations for the years ended December 31, 2009, 2008 and 2007. The following table summarizes the fair value and presentation in the consolidated balance sheets for derivatives designated as hedging instruments as of December 31, 2009 and 2008, respectively: Interest Rate Swap Liabili |
19. EXECUTIVE RETIREMENT
19. EXECUTIVE RETIREMENT | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
EXECUTIVE RETIREMENT | 19.EXECUTIVE RETIREMENT In October 2008, the Company announced the retirement of its Executive Vice President, Corporate Affairs (EVP), Bradford T. Smith, effective December 31, 2008. During the fourth quarter of 2008, the Company recorded charges of approximately $3.7, which included $2.0 related to the acceleration of the recognition of stock compensation and $1.7 related to the acceleration of certain defined benefit plan obligations. Following the announcement of his retirement as EVP, Mr. Smith entered into a consulting agreement with the Company effective January 1, 2009. The agreement provided for additional services to be provided by Mr. Smith following the termination of his employment as EVP to assist the Company during a transition period. Mr. Smith was Vice Chairman of the Board through the annual meeting of shareholders in May 2009. For purposes of calculating pension benefits, the agreement provided for an unreduced pension benefit, starting at age 55. |
20. SUPPLEMENTAL CASH FLOW INFO
20. SUPPLEMENTAL CASH FLOW INFORMATION | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 20.SUPPLEMENTAL CASH FLOW INFORMATION Years Ended December 31, 2009 2008 2007 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 50.7 $ 56.1 $ 40.4 Income taxes, net of refunds 304.1 211.8 272.4 Disclosure of non-cash financing and investing activities: Issuance of restricted stock awards and performance shares 18.5 20.3 11.9 Surrender of restricted stock awards and performance shares 2.7 32.7 5.5 Accrued repurchases of common stock 0.5 (3.0 ) 3.0 Purchase of equipment in accrued expenses 2.8 -- -- |
21. QUARTERLY DATA
21. QUARTERLY DATA (UNAUDITED) | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
QUARTERLY DATA (UNAUDITED) | 21.QUARTERLY DATA (UNAUDITED) The following is a summary of unaudited quarterly data: Year ended December 31, 2009 1st 2nd 3rd 4th Full Quarter Quarter Quarter Quarter Year Net sales $ 1,155.7 $ 1,188.8 $ 1,185.1 $ 1,165.1 $ 4,694.7 Gross profit 489.4 507.4 498.1 476.0 1,970.9 Net earnings attributable to Laboratory Corporation of America Holdings 132.8 136.4 131.4 142.7 543.3 Basic earnings per common share 1.23 1.26 1.22 1.35 5.06 Diluted earnings per common share 1.22 1.24 1.21 1.33 4.98 Year ended December 31, 2008 1st 2nd 3rd 4th Full Quarter Quarter Quarter Quarter Year Net sales $ 1,103.2 $ 1,147.8 $ 1,135.1 $ 1,119.1 $ 4,505.2 Gross profit 470.5 491.8 461.6 449.9 1,873.8 Net earnings attributable to Laboratory Corporation of America Holdings 130.3 104.2 111.9 118.1 464.5 Basic earnings per common share 1.18 0.94 1.02 1.09 4.23 Diluted earnings per common share 1.14 0.92 1.00 1.08 4.16 |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts And Reserves | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Notes To Financial Statements [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | Schedule II LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Years Ended December 31, 2009, 2008 and 2007 (Dollars in millions) Additions Balance Charged Additions (1) at to as a Other Balance beginning Costs and Result of (Deductions) at end of year Expense Acquisitions Additions of year Year ended December 31, 2009: Applied against asset accounts: Allowance for doubtful accounts $ 161.0 $ 248.9 $ 4.8 $ (241.6 ) $ 173.1 Valuation allowance-deferred tax assets $ 3.9 $ -- $ -- $ -- $ 3.9 Year ended December 31, 2008: Applied against asset accounts: Allowance for doubtful accounts $ 92.5 $ 283.3 $ 5.9 $ (220.7 ) $ 161.0 Valuation allowance-deferred tax assets $ 3.9 $ -- $ -- $ -- $ 3.9 Year ended December 31, 2007: Applied against asset accounts: Allowance for doubtful accounts $ 102.3 $ 196.2 $ 0.5 $ (206.5 ) $ 92.5 Valuation allowance-deferred tax assets $ 3.9 $ -- $ -- $ -- $ 3.9 (1) Other (Deductions) Additions consists primarily of write-offs of accounts receivable amounts. |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Document Information [Text Block] | |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | 2009-12-31 |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Feb. 17, 2010
| Jun. 30, 2009
| |
Entity [Text Block] | |||
Entity Registrant Name | LABORATORY CORP OF AMERICA HOLDINGS | ||
Entity Central Index Key | 0000920148 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $7,400,000,000 | ||
Entity Common Stock, Shares Outstanding | 104,700,000 |