Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 20, 2015 |
Entity Information [Line Items] | ||||||||||||
Net sales | $1,512,700,000 | $1,551,800,000 | $1,516,400,000 | $1,430,700,000 | $1,437,000,000 | $1,462,200,000 | $1,468,200,000 | $1,440,900,000 | $6,011,600,000 | $5,808,300,000 | $5,671,400,000 | |
Entity Registrant Name | LABORATORY CORP OF AMERICA HOLDINGS | |||||||||||
Entity Central Index Key | 920148 | |||||||||||
Current Fiscal Year End Date | -19 | |||||||||||
Entity Filer Category | Large Accelerated Filer | |||||||||||
Document Type | 10-K | |||||||||||
Document Period End Date | 31-Dec-14 | |||||||||||
Document Fiscal Year Focus | 2014 | |||||||||||
Document Fiscal Period Focus | FY | |||||||||||
Amendment Flag | FALSE | |||||||||||
Entity Common Stock, Shares Outstanding | 100.3 | |||||||||||
Entity Well-known Seasoned Issuer | Yes | |||||||||||
Entity Voluntary Filers | No | |||||||||||
Entity Current Reporting Status | Yes | |||||||||||
Entity Public Float | 8,600,000,000 | |||||||||||
Genomic and Esoteric Testing [Member] | ||||||||||||
Entity Information [Line Items] | ||||||||||||
Net sales | $2,025,600,000 | $2,020,100,000 | $2,089,800,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $580 | $404 |
Accounts receivable, net of allowance for doubtful accounts of $211.6 and $198.3 at December 31, 2014 and 2013, respectively | 815.7 | 784.7 |
Supplies inventories | 139.5 | 136.5 |
Prepaid expenses and other | 157.5 | 106.9 |
Total current assets | 1,692.70 | 1,432.10 |
Property, plant and equipment, net | 786.5 | 707.4 |
Goodwill, net | 3,099.40 | 3,022.80 |
Intangible assets, net | 1,475.80 | 1,572 |
Joint venture partnerships and equity method investments | 92.6 | 88.5 |
Other assets, net | 154.8 | 143.1 |
Total assets | 7,301.80 | 6,965.90 |
Current liabilities: | ||
Accounts payable | 282.3 | 304.5 |
Accrued expenses and other | 341.4 | 310 |
Deferred Tax Liabilities, Net, Current | 5.5 | 9.9 |
Short-term borrowings and current portion of long-term debt | 347.1 | 111.3 |
Total current liabilities | 976.3 | 735.7 |
Long-term debt, less current portion | 2,682.70 | 2,889.10 |
Deferred income taxes and other tax liabilities | 530.4 | 563.9 |
Other liabilities | 274.2 | 266.5 |
Total liabilities | 4,463.60 | 4,455.20 |
Commitments and contingent liabilities | ||
Noncontrolling interest | 17.7 | 19.4 |
Shareholders’ equity | ||
Common stock, 84.6 and 85.7 shares outstanding at December 31, 2014 and 2013, respectively | 10.4 | 10.5 |
Additional paid-in capital | 0 | 0 |
Retained earnings | 3,786.10 | 3,373.50 |
Less common stock held in treasury | -965.5 | -958.9 |
Accumulated other comprehensive income | -10.5 | 66.2 |
Total shareholders’ equity | 2,820.50 | 2,491.30 |
Total liabilities and shareholders’ equity | $7,301.80 | $6,965.90 |
Consolidated_Balance_Sheet_Par
Consolidated Balance Sheet (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Allowance for Doubtful Accounts | $211.60 | $198.30 |
Shareholders’ equity | ||
Common Stock, Shares, Outstanding (in shares) | 84.6 | 85.7 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Interest expense | $109.50 | $96.50 | $94.50 |
Operating income | 910.4 | 990.9 | 1,023.50 |
Net sales | 6,011.60 | 5,808.30 | 5,671.40 |
Cost of sales | 3,808.50 | 3,585.10 | 3,421.70 |
Gross profit | 2,203.10 | 2,223.20 | 2,249.70 |
Selling, general and administrative expenses | 1,198.20 | 1,128.80 | 1,114.60 |
Amortization of intangibles and other assets | 76.7 | 81.7 | 86.3 |
Restructuring and other special charges | 17.8 | 21.8 | 25.3 |
Equity method income, net | 14.3 | 16.9 | 21.4 |
Investment income | 1.1 | 2.2 | 1 |
Other, net | 10.4 | 2.1 | -7.2 |
Earnings before income taxes | 826.7 | 915.6 | 944.2 |
Provision for income taxes | 314.1 | 340.2 | 359.4 |
Net earnings | 512.6 | 575.4 | 584.8 |
Less: Net earnings attributable to the noncontrolling interest | 1.4 | 1.6 | 1.7 |
Net earnings attributable to Laboratory Corporation of America Holdings | $511.20 | $573.80 | $583.10 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net earnings | $512.60 | $575.40 | $584.80 |
Foreign currency translation adjustments | -89.5 | -63.2 | 31.3 |
Net benefit plan adjustments | -18.6 | 42.1 | 7.3 |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | -16.3 | 16.4 | 0 |
Other comprehensive earnings (loss) before tax | -124.4 | -4.7 | 38.6 |
Provision for income tax related to items of comprehensive earnings | 47.7 | 1.5 | -14.7 |
Other comprehensive earnings (loss), net of tax | -76.7 | -3.2 | 23.9 |
Comprehensive earnings | 435.9 | 572.2 | 608.7 |
Less: Net earnings attributable to the noncontrolling interest | -1.4 | -1.6 | -1.7 |
Net earnings attributable to Laboratory Corporation of America Holdings | $434.50 | $570.60 | $607 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
In Millions | ||||||
BALANCE at Dec. 31, 2011 | $2,503.50 | $11.70 | $0 | $3,387.20 | ($940.90) | $45.50 |
Net earnings attributable to Laboratory Corporation of America Holdings | 583.1 | 0 | 0 | 583.1 | 0 | 0 |
Other comprehensive earnings, net of tax | 23.9 | 0 | 0 | 0 | 0 | 23.9 |
Issuance of common stock under employee stock plans | 85.2 | 0.1 | 85.1 | 0 | 0 | 0 |
Surrender of restricted stock and performance share awards | -10.9 | 0 | 0 | 0 | -10.9 | 0 |
Conversion of zero-coupon convertible debt | 0 | 0 | 0 | 0 | 0 | 0 |
Stock compensation | 40.7 | 0 | 40.7 | 0 | 0 | 0 |
Income tax benefit from stock options exercised | 8.4 | 0 | 8.4 | 0 | 0 | 0 |
Purchase of common stock | -516.5 | -0.5 | -134.2 | -381.8 | 0 | 0 |
BALANCE at Dec. 31, 2012 | 2,717.40 | 11.3 | 0 | 3,588.50 | -951.8 | 69.4 |
Net earnings attributable to Laboratory Corporation of America Holdings | 573.8 | 0 | 0 | 573.8 | 0 | 0 |
Other comprehensive earnings, net of tax | -3.2 | 0 | 0 | 0 | 0 | -3.2 |
Issuance of common stock under employee stock plans | 174 | 0.2 | 173.8 | 0 | 0 | 0 |
Surrender of restricted stock and performance share awards | -7.1 | 0 | 0 | 0 | -7.1 | 0 |
Conversion of zero-coupon convertible debt | 4.1 | 0 | 4.1 | 0 | 0 | 0 |
Stock compensation | 37.3 | 0 | 37.3 | 0 | 0 | 0 |
Income tax benefit from stock options exercised | 10.6 | 0 | 10.6 | 0 | 0 | 0 |
Purchase of common stock | -1,015.60 | -1 | -225.8 | -788.8 | 0 | 0 |
BALANCE at Dec. 31, 2013 | 2,491.30 | 10.5 | 0 | 3,373.50 | -958.9 | 66.2 |
Net earnings attributable to Laboratory Corporation of America Holdings | 511.2 | 0 | 0 | 511.2 | 0 | 0 |
Other comprehensive earnings, net of tax | -76.7 | 0 | 0 | 0 | 0 | -76.7 |
Issuance of common stock under employee stock plans | 114.8 | 0.2 | 114.6 | 0 | 0 | 0 |
Surrender of restricted stock and performance share awards | -6.6 | 0 | 0 | 0 | -6.6 | 0 |
Conversion of zero-coupon convertible debt | 3.9 | 0 | 3.9 | 0 | 0 | 0 |
Stock compensation | 45.7 | 0 | 45.7 | 0 | 0 | 0 |
Income tax benefit from stock options exercised | 5.9 | 0 | 5.9 | 0 | 0 | 0 |
Purchase of common stock | -269 | -0.3 | -170.1 | -98.6 | 0 | 0 |
BALANCE at Dec. 31, 2014 | $2,820.50 | $10.40 | $0 | $3,786.10 | ($965.50) | ($10.50) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings | $512.60 | $575.40 | $584.80 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 245.5 | 230.1 | 229.8 |
Stock compensation | 45.7 | 37.3 | 40.7 |
(Gain)/loss on sale of assets | -12.5 | -3.9 | 5.5 |
Accrued interest on zero-coupon subordinated notes | 2 | 2.3 | 2.7 |
Cumulative earnings less than (in excess of) distributions from equity method investments | -5.8 | -4.2 | -0.4 |
Deferred income taxes | 27.7 | 56.2 | 53.3 |
Change in assets and liabilities (net of effects of acquisitions): | |||
(Increase) decrease in accounts receivable (net) | -31.1 | -67.5 | 0.6 |
Increase in inventories | -0.3 | -15.3 | -6.3 |
(Increase) decrease in prepaid expenses and other | -12.9 | -32.3 | 7.1 |
Increase (decrease) in accounts payable | -21.2 | 60.8 | -30 |
Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities | -10.7 | -20.2 | -46.4 |
Net cash provided by operating activities | 739 | 818.7 | 841.4 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -203.5 | -202.2 | -173.8 |
Proceeds from sale of assets | 1.4 | 1.1 | 3.2 |
Proceeds from Sale of Equity Method Investments | 31.6 | 7.5 | 0 |
Acquisition of licensing technology | 0 | 0 | -2.5 |
Investments in equity affiliates | -20.2 | -6.5 | -26 |
Acquisition of businesses, net of cash acquired | -159.4 | -159.5 | -335.1 |
Net cash used for investing activities | -350.1 | -359.6 | -534.2 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from senior notes offerings | 0 | 700 | 1,000 |
Proceeds from revolving credit facilities | 0 | 412 | 305 |
Payments on revolving credit facilities | 0 | -412 | -865 |
Payments on zero-coupon subordinated notes | -18.9 | -21.5 | -8.2 |
Payments on long-term debt | 0 | -350 | 0 |
Payment of debt issuance costs | -24.1 | -9.3 | -8.9 |
Repayments of Long-term Capital Lease Obligations | -1.4 | -0.4 | 0 |
Noncontrolling interest distributions | -1.2 | -0.9 | -1.2 |
Excess tax benefits from stock based compensation | 5.9 | 11 | 8.2 |
Net proceeds from issuance of stock to employees | 114.8 | 174 | 85.8 |
Purchase of common stock | -269 | -1,015.60 | -516.5 |
Net cash used for financing activities | -200.6 | -518.3 | -0.8 |
Deferred payments on acquisitions | 6.7 | 5.6 | 0 |
Effect of exchange rate changes on cash and cash equivalents | -12.3 | -3.6 | 1.1 |
Net increase (decrease) in cash and cash equivalents | 176 | -62.8 | 307.5 |
Cash and cash equivalents at beginning of period | 404 | 466.8 | |
Cash and cash equivalents at end of period | $580 | $404 | $466.80 |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS |
On November 20, 2014, the Company completed its acquisition of LipoScience, Inc. ("LipoScience"), a provider of specialized cardiovascular diagnostic laboratory tests based on nuclear magnetic resonance (NMR) technology, for a purchase price of $5.25 per share or a transaction value of $67.9 (net of cash acquired). | |
The LipoScience purchase consideration has been allocated to the estimated fair market value of the net assets acquired, including approximately $27.2 in identifiable intangible assets (primarily non-tax deductible customer relationships, technology and trade names and trademarks) with weighted-average useful lives of approximately 19.5 years; $9.4 in deferred tax liabilities (relating to identifiable intangible assets); and a residual amount of non-tax deductible goodwill of approximately $17.4. | |
During the year ended December 31, 2014, the Company also acquired various other laboratories and related assets for approximately $91.5 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities. The purchase consideration for these acquisitions has been allocated to the estimated fair market value of the net assets acquired, including approximately $22.0 in identifiable intangible assets (primarily customer relationships and non-compete agreements) and a residual amount of goodwill of approximately $63.4. | |
On November 2, 2014, the Company entered into a definitive merger agreement (“Merger Agreement”) to acquire Covance Inc. (“Covance”), a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0 (the “Acquisition”). The transaction closed on February 19, 2015. Covance stockholders received $75.76 in cash and 0.2686 shares of the Company's common stock for each share of Covance common stock they owned immediately prior to consummation of the acquisition. Former Covance stockholders own approximately 15.5% of the outstanding shares of the Company's stock following consummation of the transaction. | |
In connection with entering into the Merger Agreement with Covance, the Company also entered into a bridge facility commitment letter on November 2, 2014. Under the bridge facility commitment letter, the lenders agreed to provide a $4,250.0 senior unsecured bridge term loan credit facility consisting of a $3,850.0 364-day unsecured debt bridge traunche and a $400.0 60-day unsecured cash bridge traunche for the purpose of financing all or a portion of the cash consideration and the fees and expenses in connection with the transactions contemplated by the Merger Agreement. The bridge facility was permitted to be drawn only in a single drawing on the closing date of the Acquisition. | |
On December 19, 2014, the Company entered into a five-year term loan credit facility in the principal amount of $1,000.0 for the purpose of financing a portion of the cash consideration and the fees and expenses in connection with the transactions contemplated by the Merger Agreement. Pursuant to the bridge facility commitment letter, upon the Company’s entry into the term loan credit facility, the $4,250.0 bridge facility was reduced to a $3,250.0 commitment, comprising a $2,850.0 364-day unsecured debt bridge traunche and a $400.0 60-day cash bridge traunche. The $1,000.0 of term loan commitments made under the term loan credit facility reduced the debt bridge tranche under the bridge facility dollar for dollar. | |
The term loan credit facility was advanced in full on February 19, 2015, the date of the Company’s completion of the acquisition. The term loan credit facility will mature five years after the closing date of the Acquisition and may be prepaid without penalty. | |
On January 30, 2015, the Company issued $2,900.0 in debt securities, consisting of $500.0 aggregate principal amount of 2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045 (together, the “Acquisition Notes”). Net proceeds from the offering of the Acquisition Notes were $2,870.2 after deducting underwriting discounts and other estimated expenses of the offering. Net proceeds were used to pay a portion of the cash consideration and the fees and expenses in connection with the Company’s acquisition of Covance. Pursuant to the bridge facility commitment letter, upon the Company’s issuance of the Acquisition Notes the remaining $2,850.0 364-day unsecured debt bridge tranche under the senior unsecured bridge term loan credit facility was terminated. | |
During the year ended December 31, 2013, the Company acquired various other laboratories and related assets for approximately $159.5 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities. | |
On July 31, 2012, the Company completed its acquisition of MEDTOX Scientific, Inc. ("MEDTOX"), a provider of high quality specialized laboratory testing services and on-site/point-of-collection testing (POCT) devices, for $236.4 in cash, excluding transaction fees. The MEDTOX acquisition was made to extend the Company's specialty toxicology testing group and enhance the Company's scientific differentiation and esoteric testing capabilities. | |
The MEDTOX purchase consideration has been allocated to the estimated fair market value of the net assets acquired, including approximately $78.0 in identifiable intangible assets (primarily non-tax deductible customer relationships, trade names and trademarks) with weighted-average useful lives of approximately 18 years ; $33.2 in deferred tax liabilities (relating to identifiable intangible assets); and a residual amount of non-tax deductible goodwill of approximately $154.2. | |
During the year ended December 31, 2012, the Company also acquired various other laboratories and related assets for approximately $95.8 in cash (net of cash acquired). These acquisitions were made primarily to extend the Company's geographic reach in important market areas and/or enhance the Company's scientific differentiation and esoteric testing capabilities. | |
Contingent consideration liabilities associated with the Company's business acquisitions are recorded at fair value based upon the estimated probability assessment of the earn-out criteria. Changes in the fair value of contingent consideration liabilities are recognized in earnings until the arrangement is settled. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||||||||||
Basis of Financial Statement Presentation | |||||||||||||||||||||||||||||||||
Laboratory Corporation of America Holdings and its subsidiaries (the “Company”) is the second largest independent clinical laboratory company in the U.S. based on 2014 net revenues. Through a national network of laboratories, the Company offers a broad range of clinical laboratory testing services used by the medical profession in core testing, patient diagnosis, and in the monitoring and treatment of disease. In addition, the Company has developed specialty testing operations, such as oncology testing, HIV genotyping and phenotyping, diagnostic genetics, cardiovascular disease risk assessment, HIV diagnosis and monitoring, and clinical trials. | |||||||||||||||||||||||||||||||||
Since its founding in 1971, the Company has grown into a network of 39 primary laboratories and over 1,750 patient service centers along with a network of branches and STAT laboratories. With over 36,000 employees, the Company processes tests on approximately 500,000 patient specimens daily and has laboratory locations throughout the United States and other countries including, Belgium, Canada, China, Japan, Singapore, the United Kingdom and the United Arab Emirates. As of December 31, 2014, the Company operated within two reportable segments based on the way the Company manages its business. | |||||||||||||||||||||||||||||||||
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.” | |||||||||||||||||||||||||||||||||
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 Medicare and Medicaid programs. Billings for services under third-party payer programs are included in sales net of allowances for contractual discounts and allowances for differences between the amounts billed and estimated program payment amounts. Adjustments to the estimated payment amounts based on final settlement with the programs are recorded upon settlement as an adjustment to revenue. In 2014, 2013 and 2012, approximately 15.0%, 16.0% and 17.6%, respectively, of the Company's revenues were derived directly from the Medicare and Medicaid programs. The Company has capitated agreements with certain managed care customers and recognizes related revenue based on a predetermined monthly contractual rate for each member of the managed care plan regardless of the number or cost of services provided by the Company. In 2014, 2013 and 2012, approximately 3.5%, 3.2% and 3.0%, respectively, of the Company's revenues were derived from such capitated agreements. | |||||||||||||||||||||||||||||||||
The Company's net sales are comprised of the following: | |||||||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||||||
Net sales | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Clinical diagnostics laboratory: | |||||||||||||||||||||||||||||||||
Core Testing | $ | 3,656.60 | $ | 3,445.10 | $ | 3,246.60 | |||||||||||||||||||||||||||
Genomic and Esoteric Testing | 2,025.60 | 2,020.10 | 2,089.80 | ||||||||||||||||||||||||||||||
Other | 329.4 | 343.1 | 335 | ||||||||||||||||||||||||||||||
Total | $ | 6,011.60 | $ | 5,808.30 | $ | 5,671.40 | |||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the allowances for doubtful accounts, deferred tax assets, fair values and amortization lives for intangible assets, and accruals for self-insurance reserves and pensions. The allowance for doubtful accounts is determined based on historical collections trends, the aging of accounts, current economic conditions and regulatory changes. Actual results could differ from those estimates. | |||||||||||||||||||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. | |||||||||||||||||||||||||||||||||
The Company maintains cash and cash equivalents with various major financial institutions. The total cash balances on deposit that exceeded the balances insured by the F.D.I.C., were approximately $49.3 at December 31, 2014. Cash equivalents at December 31, 2014, totaled $535.0, which includes amounts invested in money market funds, time deposits, municipal, treasury and government funds. | |||||||||||||||||||||||||||||||||
Substantially all of the Company’s accounts receivable are with companies in the health care industry and individuals. However, concentrations of credit risk are limited due to the number of the Company’s clients as well as their dispersion across many different geographic regions. | |||||||||||||||||||||||||||||||||
While the Company has receivables due from federal and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related health care programs are funded by federal and state governments, and payment is primarily dependent upon submitting appropriate documentation. Accounts receivable balances (gross) from Medicare and Medicaid were $135.1 and $128.6 at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||
For the Company's subsidiary operations in Ontario, Canada, the Ministry of Health determines who can establish a licensed community medical laboratory and caps the amount that each of these licensed laboratories can bill the government sponsored health care plan. The Ontario government-sponsored health care plan covers the cost of clinical laboratory testing performed by the licensed laboratories. The provincial government discounts the annual testing volumes based on certain utilization discounts and establishes an annual maximum it will pay for all community laboratory tests. The agreed-upon reimbursement rates are subject to Ministry of Health review at the end of year and can be adjusted (at the government's discretion) based upon the actual volume and mix of test work performed by the licensed providers in the province during the year. The accounts receivable balances from the Ontario government sponsored health care plan were $22.4 and $33.2 at December 31, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||
The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk. At December 31, 2014 and 2013, receivables due from patients represent approximately 27.1% and 27.8% of the Company's consolidated gross accounts receivable. The Company applies assumptions and judgments including historical collection experience for assessing collectibility and determining allowances for doubtful accounts for accounts receivable from patients. | |||||||||||||||||||||||||||||||||
Earnings per Share | |||||||||||||||||||||||||||||||||
Basic earnings per share is computed by dividing net earnings attributable to Laboratory Corporation of America Holdings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings including the impact of dilutive adjustments by the weighted average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, performance share awards, and shares issuable upon conversion of zero-coupon subordinated notes. | |||||||||||||||||||||||||||||||||
The following represents a reconciliation of basic earnings per share to diluted earnings per share: | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Income | Shares | Per Share | Income | Shares | Per Share | Income | Shares | Per Share | |||||||||||||||||||||||||
Amount | Amount | Amount | |||||||||||||||||||||||||||||||
Basic earnings per share | $ | 511.2 | 84.8 | $ | 6.03 | $ | 573.8 | 90.2 | $ | 6.36 | $ | 583.1 | 95.7 | $ | 6.09 | ||||||||||||||||||
Stock options | — | 1.1 | — | 1.1 | — | 0.8 | |||||||||||||||||||||||||||
Restricted stock awards and other | — | — | — | — | — | 0.3 | |||||||||||||||||||||||||||
Effect of convertible debt, net of tax | — | 0.5 | — | 0.5 | — | 0.6 | |||||||||||||||||||||||||||
Diluted earnings per share | $ | 511.2 | 86.4 | $ | 5.91 | $ | 573.8 | 91.8 | $ | 6.25 | $ | 583.1 | 97.4 | $ | 5.99 | ||||||||||||||||||
The following table summarizes the potential common shares not included in the computation of diluted earnings per share because their impact would have been antidilutive: | |||||||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Stock options | — | 0.1 | 2.4 | ||||||||||||||||||||||||||||||
Stock Compensation Plans | |||||||||||||||||||||||||||||||||
The Company measures stock compensation cost for all equity awards at fair value on the date of grant and recognizes compensation expense over the service period for awards expected to vest. The fair value of restricted stock units and performance share awards is determined based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of equity awards that will ultimately vest requires judgment and the Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation expense in earnings in the period of the revision. Actual results and future estimates may differ substantially from the Company’s current estimates. | |||||||||||||||||||||||||||||||||
See Note 14 for assumptions used in calculating compensation expense for the Company’s stock compensation plans. | |||||||||||||||||||||||||||||||||
Cash Equivalents | |||||||||||||||||||||||||||||||||
Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have original maturities of three months or less. | |||||||||||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||||||||||
Inventories, consisting primarily of purchased laboratory and client supplies, are stated at the lower of cost (first-in, first-out) or market. | |||||||||||||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||||||||||
Property, plant and equipment are recorded at cost. The cost of properties held under capital leases is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease. Depreciation and amortization expense is computed on all classes of assets based on their estimated useful lives, as indicated below, using the straight-line method. | |||||||||||||||||||||||||||||||||
Years | |||||||||||||||||||||||||||||||||
Buildings and building improvements | 10 | - | 35 | ||||||||||||||||||||||||||||||
Machinery and equipment | 3 | - | 10 | ||||||||||||||||||||||||||||||
Furniture and fixtures | 5 | - | 10 | ||||||||||||||||||||||||||||||
Software | 3 | - | 10 | ||||||||||||||||||||||||||||||
Leasehold improvements and assets held under capital leases are amortized over the shorter of their estimated useful lives or the term of the related leases. Expenditures for repairs and maintenance are charged to operations as incurred. Retirements, sales and other disposals of assets are recorded by removing the cost and accumulated depreciation from the related accounts with any resulting gain or loss reflected in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
Capitalized Software Costs | |||||||||||||||||||||||||||||||||
The Company capitalizes purchased software which is ready for service and capitalizes software development costs incurred on significant projects starting from the time that the preliminary project stage is completed and the Company commits to funding a project until the project is substantially complete and the software is ready for its intended use. Capitalized costs include direct material and service costs and payroll and payroll-related costs. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the underlying system, generally five years. | |||||||||||||||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||||||||||||||
The Company assesses goodwill and indefinite lived intangibles for impairment at least annually and more frequently if triggering events occur. The timing of the Company's annual impairment testing is the end of the fiscal year. In accordance with the Financial Accounting Standards Board (“FASB”) updates to their authoritative guidance regarding goodwill and indefinite-lived intangible asset impairment testing, an entity is allowed to first assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If an entity determines that it is not more likely than not that the estimated fair value of an asset is less than its carrying value, then no further testing is required. Otherwise, impairment testing must be performed in accordance with the original accounting standards. The updated FASB guidance also allows an entity to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the first step of the two-step assessment. Similarly, a Company can proceed directly to a quantitative assessment in the case of impairment testing for indefinite-lived intangible assets as well. In 2014 and 2013, the Company elected to bypass the purely qualitative assessments for its goodwill and indefinite-lived intangible assets and proceed to quantitative assessments utilizing methodologies as described in the following paragraphs. | |||||||||||||||||||||||||||||||||
Step One of the goodwill impairment test includes the estimation of the fair value of each reporting unit as compared to the book value of the reporting unit. The Company uses a market value approach for determining fair value and utilizes a number of factors such as publicly available information regarding the market capitalization of the Company as well as operating results, business plans, and present value techniques. If Step One indicates potential impairment, the second step is performed to measure the amount of the impairment. | |||||||||||||||||||||||||||||||||
The Company has indefinite-lived assets consisting of acquired Canadian licenses. When a quantitative analysis is considered necessary for indefinite-lived intangible assets, the Company utilizes an income approach to determine the fair value. It then compares the carrying value of the indefinite-lived asset to its fair value. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. | |||||||||||||||||||||||||||||||||
There are inherent uncertainties related to the factors described above and judgment related to the Company's impairment assessments of goodwill and indefinite-lived intangibles. The assumptions underlying the impairment analyses may change in such a manner that impairment in value may occur in the future. Any such impairment will be recognized in the period in which it becomes known. | |||||||||||||||||||||||||||||||||
The Company completed an annual impairment analysis of its indefinite lived assets, including goodwill, and has found no instances of impairment as of December 31, 2014 or 2013. | |||||||||||||||||||||||||||||||||
Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Recoverability of assets to be held and used is determined by the Company at the level for which there are identifiable cash flows by comparison of the carrying amount of the assets to future undiscounted net cash flows before interest expense and income taxes expected to be generated by the assets. Impairment, if any, is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets (based on market prices in an active market or on discounted cash flows). Assets to be disposed of are reported at the lower of the carrying amount or fair value. The Company found no instances of impairment as of December 31, 2014 or 2013. | |||||||||||||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||||||||||
Intangible assets are amortized on a straight-line basis over the expected periods to be benefited, as set forth in the table below, such as legal life for patents and technology and contractual lives for non-compete agreements. | |||||||||||||||||||||||||||||||||
Years | |||||||||||||||||||||||||||||||||
Customer relationships | 10 | - | 30 | ||||||||||||||||||||||||||||||
Patents, licenses and technology | 3 | - | 15 | ||||||||||||||||||||||||||||||
Non-compete agreements | 5 | - | 10 | ||||||||||||||||||||||||||||||
Trade names | 5 | - | 10 | ||||||||||||||||||||||||||||||
Debt Issuance Costs | |||||||||||||||||||||||||||||||||
The costs related to the issuance of debt are capitalized and amortized to interest expense over the terms of the related debt. | |||||||||||||||||||||||||||||||||
Professional Liability | |||||||||||||||||||||||||||||||||
The Company is self-insured (up to certain limits) for professional liability claims arising in the normal course of business, generally related to the testing and reporting of laboratory test results. The Company estimates a liability that represents the ultimate exposure for aggregate losses below those limits. The liability is discounted and is based on actuarial assumptions and factors for known and incurred but not reported claims, including the frequency and payment trends of historical claims. | |||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||
The Company accounts for income taxes utilizing the asset and liability method. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company does not recognize a tax benefit unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that the Company believes is greater than 50% likely to be realized. The Company records interest and penalties in income tax expense. | |||||||||||||||||||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||||||||||||||||||
Interest rate swap agreements, which have been used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value. The Company’s zero-coupon subordinated notes contain two features that are considered to be embedded derivative instruments under authoritative guidance in connection with accounting for derivative instruments and hedging activities. The Company believes these embedded derivatives had no fair value at December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||||
See Note 18 for the Company’s objectives in using derivative instruments and the effect of derivative instruments and related hedged items on the Company’s financial position, financial performance and cash flows. | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
Fair value measurements for financial assets and liabilities are determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered fair value hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). | |||||||||||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||||||||||
The Company expenses research and development costs as incurred. | |||||||||||||||||||||||||||||||||
New Accounting Pronouncements | |||||||||||||||||||||||||||||||||
In February 2013, the FASB issued a new accounting standard on joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Under this new standard, obligations resulting from joint and several liability arrangements are to be measured as the sum of: (a) the amount the reporting entity agreed with its co-obligors that it will pay and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This standard, which applies prospectively, became effective for the Company beginning January 1, 2014. The adoption of this standard did not have a material effect on the consolidated financial statements. | |||||||||||||||||||||||||||||||||
In March 2013, the FASB issued a new accounting standard on foreign currency matters that clarifies the guidance of a parent company's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. Under this new standard, a parent company that ceases to have a controlling financial interest in a foreign subsidiary or group of assets within a foreign entity shall release any related cumulative translation adjustment into net income only if a sale or transfer results in complete or substantially complete liquidation of the foreign entity. This standard, which applies prospectively, became effective for the Company beginning January 1, 2014. The adoption of this standard did not have a material effect on the consolidated financial statements. | |||||||||||||||||||||||||||||||||
In April 2014, the FASB issued a new accounting standard on discontinued operations that significantly changes criteria for discontinued operations and disclosures for disposals. Under this new standard, to be a discontinued operation, a component or group of components must represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. Expanded disclosures for discontinued operations include more details about earnings and balance sheet accounts, total operating and investing cash flows, and cash flows resulting from continuing involvement. The guidance is to be applied prospectively to all new disposals of components and new classifications as held for sale beginning in 2015, with early adoption allowed in 2014. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. | |||||||||||||||||||||||||||||||||
In May 2014, the FASB issued the converged standard on revenue recognition with the objective of providing a single, comprehensive model for all contracts with customers to improve comparability in the financial statements of companies reporting using International Financial Reporting Standards and U.S. Generally Accepted Accounting Principles. The standard contains principles that an entity must apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity must recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings. The revenue standard is effective for the Company beginning January 1, 2017. The Company is currently evaluating the expected impact of the standard. | |||||||||||||||||||||||||||||||||
In August 2014, the FASB issued a new accounting standard that explicitly requires management to assess an entity's ability to continue as a going concern, and to provide related financial statement footnote disclosures in certain circumstances. Under this standard, in connection with each annual and interim period, management must assess whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable). Management shall consider relevant conditions and events that are known and reasonably knowable at such issuance date. Substantial doubt about an entity's ability to continue as a going concern exists if it is probable that the entity will be unable to meet its obligations as they become due within one year after issuance date. Disclosures will be required if conditions or events give rise to substantial doubt. This standard is effective for the Company for the annual period after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. |
RESTRUCTURING_AND_OTHER_SPECIA
RESTRUCTURING AND OTHER SPECIAL CHARGES | 12 Months Ended |
Dec. 31, 2014 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER SPECIAL CHARGES | RESTRUCTURING AND OTHER SPECIAL CHARGES |
During 2014, the Company recorded net restructuring charges of $17.8. The charges were comprised of $10.5 in severance and other personnel costs and $8.4 in facility-related costs primarily associated with general integration activities. These charges were offset by the reversal of previously established reserves of $0.4 in unused severance and $0.7 in unused facility-related costs. | |
In addition, during 2014, the Company recorded $18.6 in consulting expenses (recorded in selling, general and administrative expenses) relating to fees incurred as part of its business process improvement initiative ("Project LaunchPad") as well as one-time CFO transition costs. The Company also recorded $10.8 of deal costs related to the announced acquisition of Covance, of which $4.8 is included in selling, general and administrative expenses and $6.0 is included in interest expense. | |
During 2013, the Company recorded net restructuring charges of $21.8. The charges were comprised of $15.4 in severance and other personnel costs and $9.5 in facility-related costs primarily associated with general integration activities. These charges were offset by the reversal of previously established reserves of $0.7 in unused severance and $2.4 in unused facility related costs. | |
During 2012, the Company recorded net restructuring charges of $25.3. The charges were comprised of $16.2 in severance and other personnel costs and $19.6 in facility-related costs primarily associated with the ongoing integration of Orchid and Integrated Genetics Division (formerly Genzyme Genetics) and costs associated with the previously announced termination of an executive vice president. These charges were offset by the reversal of previously established reserves of $6.3 in unused severance and $4.2 in unused facility-related costs. | |
As part of the Clearstone integration, the Company also recorded a $6.9 loss on the disposal of one of its European subsidiaries in Other, net under Other income (expenses) during 2012. |
RESTRUCTURING_RESERVES
RESTRUCTURING RESERVES | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Restructuring Reserve [Abstract] | ||||||||||||
RESTRUCTURING RESERVES | The following represents the Company’s restructuring activities for the period indicated: | |||||||||||
Severance | Lease | Total | ||||||||||
and Other | and Other | |||||||||||
Employee | Facility | |||||||||||
Costs | Costs | |||||||||||
Balance as of December 31, 2013 | $ | 0.8 | $ | 24.9 | $ | 25.7 | ||||||
Restructuring charges | 10.5 | 8.4 | 18.9 | |||||||||
Reduction of prior restructuring accruals | (0.4 | ) | (0.7 | ) | (1.1 | ) | ||||||
Cash payments and other adjustments | (10.5 | ) | (10.9 | ) | (21.4 | ) | ||||||
Balance as of December 31, 2014 | $ | 0.4 | $ | 21.7 | $ | 22.1 | ||||||
Current | $ | 7.8 | ||||||||||
Non-current | 14.3 | |||||||||||
$ | 22.1 | |||||||||||
The non-current portion of the restructuring liabilities is expected to be paid out over 6 years. |
JOINT_VENTURE_PARTNERSHIPS_AND
JOINT VENTURE PARTNERSHIPS AND EQUITY METHOD INVESTMENTS | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||
JOINT VENTURE PARTNERSHIPS AND EQUITY METHOD INVESTMENTS | JOINT VENTURE PARTNERSHIPS AND EQUITY METHOD INVESTMENTS | |||||||||||
At December 31, 2014 the Company had investments in the following unconsolidated joint venture partnerships and equity method investments: | ||||||||||||
Locations | Net Investment | Interest Owned | ||||||||||
Joint Venture Partnerships: | ||||||||||||
Milwaukee, Wisconsin | $ | 20.5 | 50 | % | ||||||||
Alberta, Canada | 55.2 | 43.37 | % | |||||||||
Florence, South Carolina | 10 | 49 | % | |||||||||
Equity Method Investments: | ||||||||||||
Various | 6.9 | various | ||||||||||
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 equity method investments represent the Company’s purchase of shares in clinical diagnostic companies. The investments are accounted for under the equity method of accounting as the Company does not have control of these investments. The Company has no material obligations or guarantees to, or in support of, these unconsolidated investments and their operations. | ||||||||||||
Condensed unconsolidated financial information for joint venture partnerships and equity method investments is shown in the following table. | ||||||||||||
As of December 31: | 2014 | 2013 | ||||||||||
Current assets | $ | 66 | $ | 43.4 | ||||||||
Other assets | 43.3 | 40.9 | ||||||||||
Total assets | $ | 109.3 | $ | 84.3 | ||||||||
Current liabilities | $ | 28.2 | $ | 21.9 | ||||||||
Other liabilities | 1.4 | 1.3 | ||||||||||
Total liabilities | 29.6 | 23.2 | ||||||||||
Partners' equity | 79.7 | 61.1 | ||||||||||
Total liabilities and partners’ equity | $ | 109.3 | $ | 84.3 | ||||||||
For the period January 1 - December 31: | 2014 | 2013 | 2012 | |||||||||
Net sales | $ | 283.8 | $ | 255.2 | $ | 249 | ||||||
Gross profit | 81.3 | 84.1 | 86.4 | |||||||||
Net earnings | 31 | 37.7 | 42.2 | |||||||||
The Company’s recorded investment in the Alberta joint venture partnership at December 31, 2014 includes $41.3 of value assigned to the partnership’s Canadian license (with an indefinite life and deductible for tax) to conduct diagnostic testing services in the province. The Canadian partnership has a license to conduct diagnostic testing services in the province of Alberta. Substantially all of its revenue is received as reimbursement from the Alberta government's health care programs. While the Canadian license guarantees the joint venture the ability to conduct diagnostic testing in Alberta, it does not guarantee that the provincial government will continue to reimburse diagnostic laboratory testing in future years at current levels. If the provincial government decides to limit or reduce its reimbursement of laboratory diagnostic services, it would have a negative impact on the profits and cash flows the Company derives from its Canadian joint venture. In December 2013, Alberta Health Services (“AHS”), the Alberta government's health care program, issued a request for proposals for laboratory services that includes the scope of services performed by the Canadian partnership. In October 2014, AHS informed the Canadian partnership that it was not selected as the preferred proponent. In November 2014, the Canadian partnership submitted a vendor bid appeal. AHS has established a Vendor Bid Appeal Panel to hear the appeal. If the AHS contract award remains with the preferred proponent, then the Canadian partnership's revenues would decrease substantially and the carrying value of the Company's investment could potentially be impaired. |
ACCOUNTS_RECEIVABLE_NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 1,027.30 | $ | 983 | ||||
Less allowance for doubtful accounts | (211.6 | ) | (198.3 | ) | ||||
$ | 815.7 | $ | 784.7 | |||||
The provision for doubtful accounts was $276.5, $254.8 and $246.0 in 2014, 2013 and 2012 respectively. |
PROPERTY_PLANT_AND_EQUIPMENT_N
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Land | $ | 29.3 | $ | 29 | ||||
Buildings and building improvements | 201.8 | 188.8 | ||||||
Machinery and equipment | 719.8 | 712.1 | ||||||
Software | 434.7 | 404.9 | ||||||
Leasehold improvements | 200.1 | 196.5 | ||||||
Furniture and fixtures | 57.7 | 58.1 | ||||||
Construction in progress | 126.7 | 127.9 | ||||||
Equipment and real estate under capital leases | 42.9 | 14.6 | ||||||
1,813.00 | 1,731.90 | |||||||
Less accumulated depreciation and amortization of capital lease assets | (1,026.5 | ) | (1,024.5 | ) | ||||
$ | 786.5 | $ | 707.4 | |||||
Depreciation expense and amortization of property, plant and equipment was $157.6, $144.7 and $141.1 for 2014, 2013 and 2012, respectively, including software depreciation of $38.5, $39.3, and $35.1 for 2014, 2013 and 2012, respectively. | ||||||||
During 2014, the Company adopted a policy that fully depreciated information technology equipment which remained on the books in excess of twice their useful life would be written off. In accordance with this policy, $36.8 of information technology equipment was written off in 2014 with no impact to net income. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS | |||||||||||||||||||||||
The changes in the carrying amount of goodwill (net of accumulated amortization) for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||||||||||
Clinical Diagnostics Laboratory Segment | Other Segment | Total | ||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||||
Balance as of January 1 | $ | 2,960.20 | $ | 2,857.10 | $ | 62.6 | $ | 44.6 | $ | 3,022.80 | $ | 2,901.70 | ||||||||||||
Goodwill acquired during the period | 81.8 | 107.5 | — | 19.5 | 81.8 | 127 | ||||||||||||||||||
Adjustments to goodwill | — | (4.4 | ) | (5.2 | ) | (1.5 | ) | (5.2 | ) | (5.9 | ) | |||||||||||||
Balance at end of period | $ | 3,042.00 | $ | 2,960.20 | $ | 57.4 | $ | 62.6 | $ | 3,099.40 | $ | 3,022.80 | ||||||||||||
The components of identifiable intangible assets are as follows: | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Customer relationships | $ | 1,361.60 | $ | (606.8 | ) | $ | 754.8 | $ | 1,327.00 | $ | (545.1 | ) | $ | 781.9 | ||||||||||
Patents, licenses and technology | 125.9 | (95.9 | ) | 30 | 116.2 | (85.4 | ) | 30.8 | ||||||||||||||||
Non-compete agreements | 45.6 | (31.7 | ) | 13.9 | 41.6 | (25.3 | ) | 16.3 | ||||||||||||||||
Trade names | 133.3 | (91.6 | ) | 41.7 | 131.4 | (83.0 | ) | 48.4 | ||||||||||||||||
Canadian licenses | 635.4 | — | 635.4 | 694.6 | — | 694.6 | ||||||||||||||||||
$ | 2,301.80 | $ | (826.0 | ) | $ | 1,475.80 | $ | 2,310.80 | $ | (738.8 | ) | $ | 1,572.00 | |||||||||||
A summary of amortizable intangible assets acquired during 2014, and their respective weighted average amortization periods are as follows: | ||||||||||||||||||||||||
Amount | Weighted | |||||||||||||||||||||||
Average | ||||||||||||||||||||||||
Amortization | ||||||||||||||||||||||||
Period | ||||||||||||||||||||||||
Customer relationships | $ | 37.6 | 17.8 | |||||||||||||||||||||
Patents, licenses and technology | 9.8 | 8.4 | ||||||||||||||||||||||
Non-compete agreements | 4.2 | 5 | ||||||||||||||||||||||
Trade names | 2.1 | 13.9 | ||||||||||||||||||||||
$ | 53.7 | 14.9 | ||||||||||||||||||||||
Amortization of intangible assets was $76.7, $81.7 and $86.3 in 2014, 2013 and 2012, respectively. The Company recorded earn-out and purchase accounting adjustments through amortization expense of $10.4, $5.8, and $0.0 in 2014, 2013 and 2012, respectively. During 2012, the Company recorded $6.2 accelerated amortization expense relating to the termination of a technology licensing agreement. Amortization expense of intangible assets is estimated to be $84.1 in fiscal 2015, $78.8 in fiscal 2016, $71.5 in fiscal 2017, $60.4 in fiscal 2018, $53.6 in fiscal 2019, and $462.2 thereafter. | ||||||||||||||||||||||||
The Company paid $0.0, $0.0 and $2.5 in 2014, 2013 and 2012 for certain exclusive and non-exclusive licensing rights to diagnostic testing technology. These amounts are being amortized over the life of the licensing agreements. |
ACCRUED_EXPENSES_AND_OTHER
ACCRUED EXPENSES AND OTHER | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
ACCRUED EXPENSES AND OTHER | ACCRUED EXPENSES AND OTHER | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Employee compensation and benefits | $ | 183.9 | $ | 166 | ||||
Self-insurance reserves | 54.2 | 33.3 | ||||||
Accrued taxes payable | 32 | 24.2 | ||||||
Royalty and license fees payable | 8.2 | 8.1 | ||||||
Restructuring reserves | 7.8 | 9.3 | ||||||
Acquisition related reserves | 7 | 14.2 | ||||||
Interest payable | 19.7 | 19.7 | ||||||
Other | 28.6 | 35.2 | ||||||
$ | 341.4 | $ | 310 | |||||
OTHER_LIABILITIES
OTHER LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
OTHER LIABILITIES | OTHER LIABILITIES | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Post-retirement benefit obligation | $ | 26.7 | $ | 60.6 | ||||
Defined benefit plan obligation | 117.9 | 80 | ||||||
Restructuring reserves | 14.3 | 16.4 | ||||||
Self-insurance reserves | 34.9 | 31.6 | ||||||
Acquisition related reserves | 2.2 | 7.2 | ||||||
Deferred revenue | 3.4 | 4 | ||||||
Deferred compensation plan obligation | 43.4 | 36.3 | ||||||
Worker's compensation and auto | 23.1 | 19.9 | ||||||
Other | 8.3 | 10.5 | ||||||
$ | 274.2 | $ | 266.5 | |||||
DEBT
DEBT | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
DEBT | DEBT | |||||||||||
Short-term borrowings and current portion of long-term debt at December 31, 2014 and 2013 consisted of the following: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
Zero-coupon convertible subordinated notes | $ | 93.9 | $ | 110.8 | ||||||||
5.625% Senior Notes due 2015 | 250 | — | ||||||||||
Capital lease obligation | 3.2 | 0.5 | ||||||||||
Total short-term borrowings and current portion of long-term debt | $ | 347.1 | $ | 111.3 | ||||||||
Long-term debt at December 31, 2014 and 2013 consisted of the following: | ||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||
5.625% Senior Notes due 2015 | $ | — | $ | 250 | ||||||||
3.125% Senior Notes due 2016 | 325 | 325 | ||||||||||
2.20% Senior Notes due 2017 | 500 | 500 | ||||||||||
2.50% Senior Notes due 2018 | 400 | 400 | ||||||||||
4.625% Senior Notes due 2020 | 618.5 | 600 | ||||||||||
3.75% Senior Notes due 2022 | 500 | 500 | ||||||||||
4.00% Senior Notes due 2023 | 300 | 300 | ||||||||||
Capital leases | 39.2 | 14.1 | ||||||||||
Total long-term debt | $ | 2,682.70 | $ | 2,889.10 | ||||||||
Credit Facilities | ||||||||||||
On November 2, 2014, in connection with entering into the Merger Agreement with Covance, the Company entered into a bridge facility commitment letter. Under the bridge facility commitment letter, the lenders agreed to provide a $4,250.0 senior unsecured bridge term loan credit facility consisting of a$3,850.0 364-day unsecured debt bridge tranche and a $400.0 60-day unsecured cash bridge tranche for the purpose of financing all or a portion of the cash consideration and the fees and expenses in connection with the transactions contemplated by the Merger Agreement. The bridge facility was permitted to be drawn only in a single drawing on the closing date of the Acquisition. | ||||||||||||
On December 19, 2014, the Company entered into a five-year term loan credit facility in the principal amount of $1,000.0 for the purpose of financing a portion of the cash consideration and the fees and expenses in connection with the transactions contemplated by the Merger Agreement. Pursuant to the bridge facility commitment letter, upon the Company’s entry into the term loan credit facility, the $4,250.0 bridge facility was reduced to a$3,250.0 commitment, comprising a $2,850.0 364-day unsecured debt bridge tranche and a $400.0 60-day cash bridge tranche. The$1,000.0 of term loan commitments made under the term loan credit facility reduced the debt bridge tranche under the bridge facility dollar for dollar. | ||||||||||||
The term loan credit facility was advanced in full on February 19, 2015, the date of the Company’s completion of the acquisition. The term loan credit facility will mature five years after the closing date of the Acquisition and may be prepaid without penalty. | ||||||||||||
On December 19, 2014, the Company also entered into an amendment and restatement of its existing senior revolving credit facility, which was originally entered into on December 21, 2011. The senior revolving credit facility consists of a five-year revolving facility in the principal amount of up to $1,000.0, with the option of increasing the facility by up to an additional $250.0, subject to the agreement of one or more new or existing lenders to provide such additional amounts and certain other customary conditions. The new revolving credit facility also provides for a subfacility of up to $100.0 for swing line borrowings and a subfacility of up to $125.0 for issuances of letters of credit. The new revolving credit facility is permitted to be used for general corporate purposes, including working capital, capital expenditures, funding of share repurchases and certain other payments, and acquisitions and other investments. | ||||||||||||
On January 30, 2015, the Company issued the Acquisition Notes, which represent $2,900.0 in debt securities consisting of $500.0 aggregate principal amount of 2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045. Net proceeds from the offering of the Acquisition Notes were $2,870.2 after deducting underwriting discounts and other estimated expenses of the offering. Net proceeds were used to pay a portion of the cash consideration and the fees and expenses in connection with the Covance acquisition. Pursuant to the bridge facility commitment letter, upon the Company’s issuance of the Acquisition Notes the remaining $2,850.0 364-day unsecured debt bridge tranche under the senior unsecured bridge term loan credit facility was terminated. | ||||||||||||
On February 13, 2015, the Company entered into a 60-day cash bridge term loan credit facility in the principal amount of $400.0 for the purpose of financing a portion of the cash consideration and the fees and expenses in connection with the transactions contemplated by the Merger Agreement. The 60-day cash bridge term loan credit facility was entered into on the terms set forth in the bridge facility commitment letter for the $400.0 60-day cash bridge tranche. | ||||||||||||
The 60-day cash bridge term loan credit facility was advanced in full on February 19, 2015, the date of the Company’s completion of the Acquisition. The 60-day cash bridge term loan credit facility will mature 60 days after the closing date of the Acquisition and may be prepaid without penalty. The 60-day cash bridge term loan credit facility is subject to mandatory prepayment upon the receipt by the Company of net cash proceeds from certain asset dispositions, debt issuances, or equity issuances. | ||||||||||||
Under the term loan facility and the new revolving credit facility and the 60-day cash bridge term loan credit facility, which have affirmative and negative covenants that are substantially identical, the Company is subject to negative covenants limiting subsidiary indebtedness and certain other covenants typical for investment grade-rated borrowers and the Company is required to maintain a leverage ratio that varies. Prior to the acquisition closing date, the leverage ratio was required to have been no greater than 3.75 to 1.0 calculated by excluding the $2,900.0 in total aggregate principal amount of the Company's senior notes issued for the purpose of funding the acquisition. From and after the acquisition closing date, the leverage ratio must be no greater than 4.75 to 1.0 with respect to the last day of each of the first four fiscal quarters ending on or after the closing date, 4.25 to 1.0 with respect to the last day of each of the fifth through eighth fiscal quarters ending after the closing date, and 3.75 to 1.0 with respect to the last day of each fiscal quarter ending thereafter. The Company was in compliance with all covenants in the term loan facility and the new revolving credit facility at December 31, 2014. As of December 31, 2014, the ratio of total debt to consolidated EBITDA was 2.5 to 1.0. | ||||||||||||
When advanced, the term loan credit facility will accrue interest at a per annum rate equal to, at the Company’s election, either a LIBOR rate plus a margin ranging from 1.125% to 2.00%, or a base rate determined according to a prime rate or federal funds rate plus a margin ranging from 0.125% to 1.00%. Advances under the new revolving credit facility will accrue interest at a per annum rate equal to, at the Company’s election, either a LIBOR rate plus a margin ranging from 1.00% to 1.60%, or a base rate determined according to a prime rate or federal funds rate plus a margin ranging from 0.00% to 0.60%. Fees are payable on outstanding letters of credit under the new revolving credit facility at a per annum rate equal to the applicable margin for LIBOR loans, and the Company is required to pay a facility fee on the aggregate commitments under the new revolving credit facility, at a per annum rate ranging from 0.125% to 0.40%. The 60-day cash bridge term loan credit facility will accrue interest at a per annum rate equal to, at the Company’s election, either a LIBOR rate plus a margin ranging from 1.25% to 2.00%, or a base rate determined according to a prime rate or federal funds rate plus a margin ranging from 0.25% to 1.00%. In each case, the interest margin applicable to the credit facilities, and the facility fee and letter of credit fees payable under the new revolving credit facility, are based on the Company’s senior credit ratings as determined by Standard & Poor’s and Moody’s, which are currently BBB and Baa2, respectively. | ||||||||||||
There were no balances outstanding on the Company's new Revolving Credit Facility at December 31, 2014 or on its former revolving credit facility at December 31, 2013. | ||||||||||||
As of December 31, 2014, the effective interest rate on the new Revolving Credit Facility was 1.1%. | ||||||||||||
Zero-Coupon Convertible Subordinated Notes | ||||||||||||
The Company had $106.9 and $128.8 aggregate principal amount at maturity of zero-coupon convertible subordinated notes (the “notes”) due 2021 outstanding at December 31, 2014 and 2013, respectively. The notes, which are subordinate to the Company’s bank debt, were sold at an issue price of $671.65 per $1,000.0 principal amount at maturity (representing a yield to maturity of 2.0% per year). Each one thousand dollar principal amount at maturity of the notes is convertible into 13.4108 shares of the Company’s common stock, subject to adjustment in certain circumstances, if one of the following conditions occurs: | ||||||||||||
1) | If the sales price of the Company’s common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding quarter reaches specified thresholds (beginning at 120% and declining 0.1282% per quarter until it reaches approximately 110% for the quarter beginning July 1, 2021 of the accreted conversion price per share of common stock on the last day of the preceding quarter). The accreted conversion price per share will equal the issue price of a note plus the accrued original issue discount and any accrued contingent additional principal, divided by the number of shares of common stock issuable upon conversion of a note on that day. The conversion trigger price for the fourth quarter of 2014 was $73.97. | |||||||||||
2) | If the credit rating assigned to the notes by Standard & Poor’s Ratings Services is at or below BB-. | |||||||||||
3) | If the notes are called for redemption. | |||||||||||
4) | If specified corporate transactions have occurred (such as if the Company is party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets). | |||||||||||
The Company may redeem for cash all or a portion of the notes at any time at specified redemption prices per one thousand dollar principal amount at maturity of the notes. | ||||||||||||
The Company has registered the notes and the shares of common stock issuable upon conversion of the notes with the Securities and Exchange Commission. | ||||||||||||
During 2014 and 2013, the Company settled notices to convert $21.9 and $25.5 aggregate principal amount at maturity of its zero-coupon subordinated notes with a conversion value of $28.7 and $31.8, respectively. The total cash used for these settlements was $18.9 and $21.5 and the Company also issued 0.1 and 0.1 additional shares of common stock, respectively. As a result of these conversions, in 2014 and 2013 the Company also reversed approximately $3.8 and $3.4, respectively, of deferred tax liability to reflect the tax benefit realized upon issuance of the shares. | ||||||||||||
On September 12, 2014, the Company announced that for the period of September 12, 2014 to March 11, 2015, the zero-coupon subordinated notes will accrue contingent cash interest at a rate of no less than 0.125% of the average market price of a zero-coupon subordinated note for the five trading days ended September 9, 2014, in addition to the continued accrual of the original issue discount. | ||||||||||||
On January 2, 2015, the Company announced that its zero-coupon subordinated notes may be converted into cash and common stock at the conversion rate of 13.4108 per $1,000.0 principal amount at maturity of the notes, subject to the terms of the zero-coupon subordinated notes and the Indenture, dated as of October 24, 2006 between the Company and The Bank of New York Mellon, as trustee and conversion agent. In order to exercise the option to convert all or a portion of the zero-coupon subordinated notes, holders are required to validly surrender their zero-coupon subordinated notes at any time during the calendar quarter beginning January 1, 2015, through the close of business on the last business day of the calendar quarter, which is 5:00 p.m., New York City time, on Tuesday, March 31, 2015. If notices of conversion are received, the Company plans to settle the cash portion of the conversion obligation with cash on hand and/or borrowings under the revolving credit facility. | ||||||||||||
Senior Notes | ||||||||||||
On January 30, 2015, the Company issued the Acquisition Notes, which represent $2,900.0 in debt securities consisting of $500.0 aggregate principal amount of 2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045. Net proceeds from the offering of the Acquisition Notes were $2,870.2 after deducting underwriting discounts and other estimated expenses of the offering. Net proceeds were used to pay a portion of the cash consideration and the fees and expenses in connection with the Covance acquisition. | ||||||||||||
On November 1, 2013, the Company issued $700.0 in new senior notes pursuant to the Company’s effective shelf registration on Form S-3. The new senior notes consisted of $400.0 aggregate principal amount of 2.50% Senior Notes due 2018 and $300.0 aggregate principal amount of 4.00% Senior Notes due 2023. The net proceeds were used to repay all of the outstanding borrowings under the Company’s Revolving Credit Facility and for general corporate purposes. | ||||||||||||
The Senior Notes due 2018 and Senior Notes due 2023 bear interest at the rate of 2.50% per annum and 4.00% per annum, respectively, payable semi-annually on November 1 and May 1 of each year, commencing on May 1, 2014. | ||||||||||||
During the third quarter of 2013, the Company entered into two fixed-to-variable interest rate swap agreements for the 4.625% senior notes due 2020 with an aggregate notional amount of $600.0 and variable interest rates based on one-month LIBOR plus 2.298% to hedge against changes in the fair value of a portion of the Company's long term debt. These derivative financial instruments are accounted for as fair value hedges of the senior notes due 2020. These interest rate swaps are included in other long term assets or liabilities, as applicable, and added to the value of the senior notes, with an aggregate fair value of $18.5 at December 31, 2014. | ||||||||||||
On August 23, 2012, the Company issued $1,000.0 in new senior notes pursuant to the Company's effective shelf registration statement on Form S-3. The new senior notes consisted of $500.0 aggregate principal amount of 2.20% Senior Notes due 2017 and $500.0 aggregate principal amount of 3.75% Senior Notes due 2022. The net proceeds were used to repay $625.0 of the outstanding borrowings under the Company's Revolving Credit Facility. The remaining proceeds were available for other general corporate purposes. | ||||||||||||
The Senior Notes due 2017 and Senior Notes due 2022 bear interest at the rate of 2.20% per annum and 3.75% per annum, respectively, payable semi-annually on February 23 and August 23 of each year, commencing February 23, 2013. | ||||||||||||
The Senior Notes due 2015 bear interest at the rate of 5.625% per annum from December 14, 2005, payable semi-annually on June 15 and December 15. | ||||||||||||
The scheduled payments of long term debt and future minimum lease payments for capital leases at the end of 2014 are summarized as follows: | ||||||||||||
Notes and Other | Capital Leases | Total | ||||||||||
2015 | $ | 343.9 | $ | 6.9 | $ | 350.8 | ||||||
2016 | 325 | 6.9 | 331.9 | |||||||||
2017 | 500 | 7 | 507 | |||||||||
2018 | 400 | 7.1 | 407.1 | |||||||||
2019 | — | 6.7 | 6.7 | |||||||||
Thereafter | 1,418.50 | 31.1 | 1,449.60 | |||||||||
2,987.40 | 65.7 | 3,053.10 | ||||||||||
Less amounts representing interest | — | (23.3 | ) | (23.3 | ) | |||||||
Total long-term debt | 2,987.40 | 42.4 | 3,029.80 | |||||||||
Less current portion | (343.9 | ) | (3.2 | ) | (347.1 | ) | ||||||
Long-term debt, due beyond one year | $ | 2,643.50 | $ | 39.2 | $ | 2,682.70 | ||||||
PREFERRED_STOCK_AND_COMMON_SHA
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | 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 Company’s treasury shares are recorded at aggregate cost. Common shares issued and outstanding are summarized in the following table: | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Issued | 107.1 | 108.1 | ||||||||||||||
In treasury | (22.5 | ) | (22.4 | ) | ||||||||||||
Outstanding | 84.6 | 85.7 | ||||||||||||||
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, 2014 and 2013. | ||||||||||||||||
The changes in common shares issued and held in treasury are summarized below: | ||||||||||||||||
Common shares issued | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Common stock issued at January 1 | 108.1 | 115.8 | 120 | |||||||||||||
Common stock issued under employee stock plans | 1.6 | 2.6 | 1.6 | |||||||||||||
Common stock issued upon conversion of zero-coupon subordinated notes | 0.1 | 0.1 | — | |||||||||||||
Retirement of common stock | (2.7 | ) | (10.4 | ) | (5.8 | ) | ||||||||||
Common stock issued at December 31 | 107.1 | 108.1 | 115.8 | |||||||||||||
Common shares held in treasury | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Common shares held in treasury at January 1 | 22.4 | 22.3 | 22.2 | |||||||||||||
Surrender of restricted stock and performance share awards | 0.1 | 0.1 | 0.1 | |||||||||||||
Common shares held in treasury at December 31 | 22.5 | 22.4 | 22.3 | |||||||||||||
Share Repurchase Program | ||||||||||||||||
During 2014, the Company purchased 2.7 shares of its common stock at a total cost of $269.0. As of December 31, 2014, the Company had outstanding authorization from the Board of Directors to purchase $789.5 of Company common stock. Following the announcement of the acquisition of Covance, the Company suspended its share repurchases. The Company does not anticipate any share repurchase activity in 2015. | ||||||||||||||||
Accumulated Other Comprehensive Earnings | ||||||||||||||||
The components of accumulated other comprehensive earnings are as follows: | ||||||||||||||||
Foreign | Net | Unrealized Gains and Losses on Available for Sale Securities | Accumulated | |||||||||||||
Currency | Benefit | Other | ||||||||||||||
Translation | Plan | Comprehensive | ||||||||||||||
Adjustments | Adjustments | Earnings | ||||||||||||||
Balance at December 31, 2011 | $ | 143.5 | $ | (98.0 | ) | — | $ | 45.5 | ||||||||
Current year adjustments | 31.3 | (4.8 | ) | — | 26.5 | |||||||||||
Amounts reclassified from accumulated other comprehensive income (a) | — | 12.1 | — | 12.1 | ||||||||||||
Tax effect of adjustments | (11.9 | ) | (2.8 | ) | — | (14.7 | ) | |||||||||
Balance at December 31, 2012 | 162.9 | (93.5 | ) | — | 69.4 | |||||||||||
Current year adjustments | (63.2 | ) | 31.6 | 16.4 | (15.2 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (a) | — | 10.5 | — | 10.5 | ||||||||||||
Tax effect of adjustments | 23.5 | (15.7 | ) | (6.3 | ) | 1.5 | ||||||||||
Balance at December 31, 2013 | 123.2 | (67.1 | ) | 10.1 | 66.2 | |||||||||||
Current year adjustments | (89.5 | ) | (12.0 | ) | 2 | (99.5 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (a) (b) | — | (6.6 | ) | (18.3 | ) | (24.9 | ) | |||||||||
Tax effect of adjustments | 34.3 | 7.1 | 6.3 | 47.7 | ||||||||||||
Balance at December 31, 2014 | $ | 68 | $ | (78.6 | ) | $ | 0.1 | $ | (10.5 | ) | ||||||
(a) The amortization of prior service cost is included in the computation of net periodic benefit cost. Refer to Note 16 Pension and Postretirement Plans for additional information regarding the Company's net periodic benefit cost. | ||||||||||||||||
(b) The realized gain from the sale of an available for sale investment and the other-than-temporary impairment on an available for sale investment are included in Other, net on the Consolidated Statement of Operations. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
INCOME TAXES | INCOME TAXES | |||||||||||
The sources of income before taxes, classified between domestic and foreign entities are as follows: | ||||||||||||
Pre-tax income | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | 758.6 | $ | 844.2 | $ | 909 | ||||||
Foreign | 68.1 | 71.4 | 35.2 | |||||||||
Total pre-tax income | $ | 826.7 | $ | 915.6 | $ | 944.2 | ||||||
The provisions (benefits) for income taxes in the accompanying consolidated statements of operations consist of the `following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 233.6 | $ | 231.6 | $ | 254.1 | ||||||
State | 30.1 | 29.9 | 35.1 | |||||||||
Foreign | 22.7 | 22.5 | 16.9 | |||||||||
$ | 286.4 | $ | 284 | $ | 306.1 | |||||||
Deferred: | ||||||||||||
Federal | $ | 29.1 | $ | 55.2 | $ | 58.3 | ||||||
State | 3.7 | 6.1 | 0.4 | |||||||||
Foreign | (5.1 | ) | (5.1 | ) | (5.4 | ) | ||||||
27.7 | 56.2 | 53.3 | ||||||||||
$ | 314.1 | $ | 340.2 | $ | 359.4 | |||||||
A portion of the tax benefit associated with option exercises from stock plans reducing taxes currently payable are recorded through additional paid-in capital. The benefits recorded through additional paid-in capital are approximately $5.9, $10.6 and $8.4 in 2014, 2013 and 2012, respectively. | ||||||||||||
The effective tax rates on earnings before income taxes are reconciled to statutory federal income tax rates as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal income tax effect | 2.7 | 2.6 | 2.4 | |||||||||
Other | 0.3 | (0.4 | ) | 0.7 | ||||||||
Effective rate | 38 | % | 37.2 | % | 38.1 | % | ||||||
The effective rate for 2014 was unfavorably impacted by the the recording of a full valuation allowance for the write down of two of the Company's investments. | ||||||||||||
The effective rate for 2013 was favorably impacted by the release of the capital loss valuation allowance and recording two years of the R&D tax credit. The American Taxpayer Relief Act of 2012 was enacted in early 2013 and reinstated the R&D tax credit for 2012 and extended the credit for calendar year 2013. | ||||||||||||
The effective tax rate for 2012 was favorably impacted by a decrease in the reserve for unrecognized income tax benefits, partially offset by an increase in tax as a result of the Company's increase in ownership percentage of its Ontario subsidiary. | ||||||||||||
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, 2014 | December 31, 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accounts receivable | $ | 12.9 | $ | 20.2 | ||||||||
Employee compensation and benefits | 110.7 | 83.4 | ||||||||||
Self insurance reserves | 27.6 | 17.8 | ||||||||||
Postretirement benefit obligation | 10.2 | 23.2 | ||||||||||
Acquisition and restructuring reserves | 20.1 | 20.6 | ||||||||||
Tax loss carryforwards | 69.1 | 58 | ||||||||||
Other | 2.4 | 3.8 | ||||||||||
253 | 227 | |||||||||||
Less: valuation allowance | (17.1 | ) | (16.5 | ) | ||||||||
Net deferred tax assets | $ | 235.9 | $ | 210.5 | ||||||||
Deferred tax liabilities: | ||||||||||||
Deferred earnings | $ | (15.8 | ) | $ | (15.1 | ) | ||||||
Intangible assets | (496.3 | ) | (463.4 | ) | ||||||||
Property, plant and equipment | (93.5 | ) | (86.4 | ) | ||||||||
Zero-coupon subordinated notes | (92.8 | ) | (106.7 | ) | ||||||||
Currency translation adjustment | (48.7 | ) | (77.9 | ) | ||||||||
Total gross deferred tax liabilities | (747.1 | ) | (749.5 | ) | ||||||||
Net deferred tax liabilities | $ | (511.2 | ) | $ | (539.0 | ) | ||||||
The valuation allowance increased from $16.5 in 2013 to $17.1 in 2014. The increase in the valuation allowance is primarily due to write downs in two investments which will generate a capital loss when realized for tax purposes. The Company does not project to generate capital gain income to offset the capital losses and therefore has recorded a valuation allowance associated with these assets. | ||||||||||||
The Company has foreign tax loss carryovers of $9.0 with a full valuation allowance. Most of the foreign losses have an indefinite carryover. The Company has federal tax loss carryovers of approximately $58.2 expiring periodically through 2031. The utilization of the 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. In addition to the net operating losses, the Company has a foreign capital loss carryover of $1.9. The loss has an indefinite life and has a full valuation allowance. | ||||||||||||
The gross unrecognized income tax benefits were $16.7 and $25.6 at December 31, 2014 and 2013, respectively. It is anticipated that the amount of the unrecognized income tax benefits will change within the next twelve months; however, these changes are not expected to have a significant impact on the results of operations, cash flows or the financial position of the Company. | ||||||||||||
The Company recognizes interest and penalties related to unrecognized income tax benefits in income tax expense. Accrued interest and penalties related to uncertain tax positions totaled $8.2 and $9.3 as of December 31, 2014 and 2013, respectively. During the years ended December 31, 2014, 2013 and 2012, the Company recognized $2.2, $2.4 and $3.0, respectively, in interest and penalties expense, which was offset by a benefit of $3.3, $2.9 and $3.9, respectively. | ||||||||||||
The following table shows a reconciliation of the unrecognized income tax benefits from uncertain tax positions for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance as of January 1 | $ | 25.6 | $ | 36.4 | $ | 52.7 | ||||||
Increase in reserve for tax positions taken in the current year | — | 1.9 | 0.4 | |||||||||
Increase (decrease) in reserve for tax positions taken in a prior period | — | — | (8.0 | ) | ||||||||
Decrease in reserve as a result of settlements reached with tax authorities | — | (4.4 | ) | (0.1 | ) | |||||||
Decrease in reserve as a result of lapses in the statute of limitations | (8.9 | ) | (8.3 | ) | (8.6 | ) | ||||||
Balance as of December 31 | $ | 16.7 | $ | 25.6 | $ | 36.4 | ||||||
As of December 31, 2014 and 2013, $16.7 and $25.6, respectively, is the approximate amount of unrecognized income tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods. | ||||||||||||
The Company has substantially concluded all U.S. federal income tax matters for years through 2011. Substantially all material state and local, and foreign income tax matters have been concluded through 2009 and 2001, respectively. | ||||||||||||
The Internal Revenue Service concluded the examination of the Company's 2010 and 2011 income tax returns during 2013. The Company has various state income tax examinations ongoing throughout the year. Canada Revenue Agency is conducting an audit of the 2009 and 2010 Canadian income tax return. The Company believes adequate provisions have been recorded related to all open tax years. | ||||||||||||
Substantially all of the profitable foreign earnings are repatriated on an annual basis and U.S. income taxes have been provided accordingly. The unremitted foreign earnings as of December 31, 2014 are approximately $29.5. If repatriated to the U.S., the incremental U.S. tax, net of any underlying foreign tax credit, would have increased the Company's overall income tax by approximately $1.9. |
STOCK_COMPENSATION_PLANS
STOCK COMPENSATION PLANS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
STOCK COMPENSATION PLANS | STOCK COMPENSATION PLANS | ||||||||||||
Stock Incentive Plans | |||||||||||||
There are currently 10.2 shares authorized for issuance under the Laboratory Corporation of America Holdings 2012 Omnibus Incentive Plan and at December 31, 2014 there were 6.1 additional shares available for grant under the Plan. This Plan was approved by shareholders at the 2012 annual meeting. | |||||||||||||
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 3 years on the anniversaries of the grant date, subject to their earlier expiration or termination. | |||||||||||||
Changes in options outstanding under the plans for the period indicated were as follows: | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Options | Average | Average | Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
per Option | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding at December 31, 2013 | 4.6 | $ | 80.18 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (1.3 | ) | 77.7 | ||||||||||
Cancelled | — | — | |||||||||||
Outstanding at December 31, 2014 | 3.3 | $ | 81.07 | 5.6 | $ | 88.1 | |||||||
Vested and expected to vest at December 31, 2014 | 3.3 | $ | 81.05 | 5.6 | $ | 88.1 | |||||||
Exercisable at December 31, 2014 | 2.8 | $ | 80.35 | 5.3 | $ | 76.1 | |||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2014 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, 2014. The amount of intrinsic value will change based on the fair market value of the Company’s 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, 2014, 2013, and 2012 were as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash received by the Company | $ | 98.5 | $ | 158 | $ | 69.4 | |||||||
Tax benefits realized | $ | 12.3 | $ | 21.3 | $ | 9.7 | |||||||
Aggregate intrinsic value | $ | 32.1 | $ | 55.4 | $ | 25.3 | |||||||
The following table summarizes information concerning currently outstanding and exercisable options. | |||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Range of | Number | Weighted Average | Number | Weighted | |||||||||
Exercise Prices | Outstanding | Exercisable | Average | ||||||||||
Exercise | |||||||||||||
Remaining | Average | Price | |||||||||||
Contractual | Exercise | ||||||||||||
Life | Price | ||||||||||||
$ 6.80 - 59.37 | 0.1 | 1 | $57.59 | 0.1 | $57.59 | ||||||||
$59.38 - 67.60 | 0.2 | 3.9 | $60.51 | 0.2 | $60.51 | ||||||||
$67.61 - 75.63 | 0.7 | 4.5 | $71.99 | 0.7 | $71.99 | ||||||||
$75.64 - 80.37 | 0.3 | 2.4 | $80.03 | 0.3 | $80.03 | ||||||||
$80.38 - 98.49 | 2 | 6.8 | $87.43 | 1.4 | $88.35 | ||||||||
3.3 | 5.6 | $81.07 | 2.7 | $80.84 | |||||||||
The following table shows the weighted average grant-date fair values of options issued during the respective year and the weighted average assumptions that the Company used to develop the fair value estimates: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Fair value per option | N/A | N/A | $ | 13.43 | |||||||||
Valuation assumptions | |||||||||||||
Weighted average expected life (in years) | N/A | N/A | 3.4 | ||||||||||
Risk free interest rate | N/A | N/A | 0.4 | % | |||||||||
Expected volatility | N/A | N/A | 0.2 | ||||||||||
Expected dividend yield | N/A | N/A | — | ||||||||||
The Black Scholes model incorporates assumptions to value stock-based awards. The risk-free interest rate for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility of the Company’s stock is based on historical volatility of the Company’s stock. The Company uses historical data to calculate the expected life of the option. Groups of employees and non-employee directors that have similar exercise behavior with regard to option exercise timing and forfeiture rates are considered separately for valuation purposes. For 2014, 2013 and 2012, expense related to the Company’s stock option plan totaled $6.9, $14.5 and $21.5, respectively. The Company did not grant any options to employees during 2014 or 2013. | |||||||||||||
Restricted Stock, Restricted Stock Units and Performance Shares | |||||||||||||
The Company grants restricted stock, restricted stock units and performance shares (“non-vested shares”) to officers and key employees and grants restricted stock and restricted stock units to non-employee directors. Restricted stock and restricted stock units typically vest annually in equal one third increments beginning on the first anniversary of the grant. A performance share grant in 2012 represents a three-year award opportunity for the period 2012-2014, and if earned, vests fully (to the extent earned) in the first quarter of 2015. A performance share grant in 2013 represents a three-year award opportunity for the period of 2013-2015 and, if earned, vests fully (to the extent earned) in the first quarter of 2016. A performance share grant in 2014 represents a three-year award opportunity for the period of 2014-2016 and, if earned, vests fully (to the extent earned) in the first quarter of 2017. Performance share awards are subject to certain earnings per share, revenue, operating income, earnings before income taxes and total shareholder return targets, the achievement of which may increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. Unearned restricted stock and performance share compensation is amortized to expense over the applicable vesting periods. For 2014, 2013 and 2012, total restricted stock, restricted stock unit and performance share compensation expense was $34.8, $19.3 and $14.3, respectively. | |||||||||||||
The following table shows a summary of non-vested shares for the year ended December 31, 2014: | |||||||||||||
Number of | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Non-vested at January 1, 2014 | 0.8 | $ | 90.7 | ||||||||||
Granted | 0.6 | 91.77 | |||||||||||
Vested | (0.2 | ) | 90.62 | ||||||||||
Canceled | (0.1 | ) | 90.61 | ||||||||||
Non-vested at December 31, 2014 | 1.1 | $ | 91.3 | ||||||||||
As of December 31, 2014, there was $40.0 of total unrecognized compensation cost related to non-vested restricted stock, restricted stock unit and performance share-based compensation arrangements granted under the Company's stock incentive plans. That cost is expected to be recognized over a weighted average period of 1.7 years. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
The Company has an employee stock purchase plan, begun in 1997 and amended in 1999, 2004, 2008 and 2012, with 6.3 shares of common stock authorized for issuance. The plan permits substantially all employees to purchase a limited number of shares of Company stock at 85% of market value. The Company issues shares to participating employees semi-annually in January and July of each year. Approximately 0.2 shares were purchased by eligible employees in 2014, 2013 and 2012, respectively. For 2014, 2013 and 2012, expense related to the Company’s employee stock purchase plan was $4.0, $3.5 and $4.9, respectively. | |||||||||||||
The Company uses the Black-Scholes model to calculate the fair value of the employee’s purchase right. The fair value of the employee’s purchase right and the assumptions used in its calculation are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Fair value of the employee’s purchase right | $ | 19.48 | $ | 17.22 | $ | 23.02 | |||||||
Valuation assumptions | |||||||||||||
Risk free interest rate | 0.1 | % | 0.1 | % | 0.1 | % | |||||||
Expected volatility | 0.2 | 0.2 | 0.2 | ||||||||||
Expected dividend yield | — | — | — | ||||||||||
COMMITMENTS_AND_CONTINGENT_LIA
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES | |||
The Company is involved from time to time in various claims and legal actions, including arbitrations, class actions, and other litigation (including those described in more detail below), arising in the ordinary course of business. Some of these actions involve claims that are substantial in amount. These matters include, but are not limited to, intellectual property disputes, 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 health care providers. The Company works cooperatively to respond to appropriate requests for information. | ||||
The Company is also named from time to time in suits brought under the qui tam provisions of the False Claims Act and comparable state laws. These suits typically allege that the Company has made false statements and/or certifications in connection with claims for payment from federal or state health care programs. The suits may remain under seal (hence, unknown to the Company) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Such claims are an inevitable part of doing business in the health care field today. | ||||
The Company believes that it is in compliance in all material respects with all statutes, regulations and other requirements applicable to its clinical laboratory operations. The clinical laboratory testing industry is, however, subject to extensive regulation, and the courts have not interpreted many of these statutes and regulations. There can be no assurance therefore that those applicable statutes and regulations will not be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that would adversely affect the Company. Potential sanctions for violation of these statutes and regulations include significant fines, the loss of various licenses, certificates and authorizations, and/or exclusion from participation in government programs. | ||||
Many of the current claims and legal actions against the Company are at preliminary stages, and many of these cases seek an indeterminate amount of damages. The Company records an aggregate legal reserve, which is determined using actuarial calculations based on historical loss rates and assessment of trends experienced in settlements and defense costs. In accordance with FASB Accounting Standards Codification Topic 450 “Contingencies”, the Company establishes reserves for judicial, regulatory, and arbitration matters outside the aggregate legal reserve if and when those matters present loss contingencies that are both probable and estimable and would exceed the aggregate legal reserve. When loss contingencies are not both probable and estimable, the Company does not establish separate reserves. | ||||
The Company is unable to estimate a range of reasonably probable loss for cases described in more detail below in which damages either have not been specified or, in the Company's judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages; (ii) there is uncertainty as to the outcome of pending appeals or motions; (iii) there are significant factual issues to be resolved; and/or (iv) there are novel legal issues to be presented. For these cases, however, the Company does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on the Company's financial condition, though the outcomes could be material to the Company's operating results for any particular period, depending, in part, upon the operating results for such period. | ||||
On November 4, 2013, the State of Florida through the Office of the Attorney General filed an Intervention Complaint in a False Claims Act lawsuit, State of Florida ex rel. Hunter Laboratories, LLC and Chris Riedel v. Quest Diagnostics Incorporated, et al. in the Circuit Court for the Second Judicial Circuit for Leon County. The complaint, originally filed by a competitor laboratory, alleges that the Company overcharged Florida’s Medicaid program. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney’s fees, and legal expenses. On January 3, 2014, the Company filed a Petition for the Administrative Determination of the Invalidity of an Existing Rule against the Agency for Health Care Administration (“AHCA”). The Petition sought the invalidity of Rule 59G-5.110(2) of the Florida Administrative Code, which was relied upon by the Attorney General in its Intervention Complaint. On March 28, 2014, an Administrative Law Judge for the State of Florida Division of Administrative Hearings issued an order finding that Rule 59G-5.110(2) of the Florida Administrative Code was invalid. In the interim, the Attorney General filed a First Amended Intervention Complaint on January 30, 2014, which seeks actual and treble damages and civil penalties for alleged false claims, as well as recovery of costs, attorney's fees, and legal expenses, for allegedly overcharging Florida's Medicaid program. The Company's Motion to Dismiss was denied in February 2015. The Company will vigorously defend the lawsuit. | ||||
As previously reported, the Company responded to an October 2007 subpoena from the United States Department of Health & Human Services Office of Inspector General's regional office in New York. On August 17, 2011, the Southern District of New York unsealed a False Claims Act lawsuit, United States of America ex rel. NPT Associates v. Laboratory Corporation of America Holdings, which alleges that the Company offered UnitedHealthcare kickbacks in the form of discounts in return for Medicare business. The Plaintiff's third amended complaint further alleges that the Company's billing practices violated False Claims Acts in fourteen states and the District of Columbia. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. Neither the U.S. government nor any state government has intervened in the lawsuit. The Company will vigorously defend the lawsuit. | ||||
In addition, the Company has received four other subpoenas since 2007 related to Medicaid billing. In October 2009, the Company received a subpoena from the State of Michigan Department of Attorney General seeking documents related to its billing to Michigan Medicaid. In June 2010, the Company received a subpoena from the State of Florida Office of the Attorney General requesting documents related to its billing to Florida Medicaid. In October 2013, the Company received a civil investigative demand from the State of Texas Office of the Attorney General requesting documents related to its billing to Texas Medicaid. The Company is cooperating with these requests. | ||||
On May 2, 2013, the Company was served with a False Claims Act lawsuit, State of Georgia ex rel. Hunter Laboratories, LLC and Chris Riedel v. Quest Diagnostics Incorporated, et al., filed in the State Court of Fulton County, Georgia. The lawsuit, filed by a competitor laboratory, alleges that the Company overcharged Georgia's Medicaid program. The case was removed to the United States District Court for the Northern District of Georgia. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. The government filed a notice declining to intervene in the case. On March 14, 2014, the Company's Motion to Dismiss was granted. The Plaintiffs' motion seeking leave to replead their complaint was granted. The Company's Motion to Dismiss the First Amended Complaint is pending. The Company will vigorously defend the lawsuit. | ||||
On August 19, 2013, the Company was served with a False Claims Act lawsuit, Commonwealth of Virginia ex rel. Hunter Laboratories, LLC and Chris Riedel v. Quest Diagnostics Incorporated, et al., filed in the Circuit Court of Fairfax County, Virginia. The lawsuit, filed by a competitor laboratory, alleged that the Company overcharged Virginia’s Medicaid program. The case was removed to the United States District Court for the Eastern District of Virginia. The lawsuit sought actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. The government filed a notice declining to intervene in the case. The Company's Motion to Dismiss was granted in March of 2015. The Plaintiffs filed a notice of appeal. The parties resolved the lawsuit while it was pending an appeal. | ||||
In October 2011, a putative stockholder of the Company made a letter demand through his counsel for inspection of documents related to policies and procedures concerning the Company's Board of Directors' oversight and monitoring of the Company's billing and claim submission process. The letter also sought documents prepared for or by the Board regarding allegations from the California ex rel. Hunter Laboratories, LLC et al. v. Quest Diagnostics Incorporated, et al., lawsuit and documents reviewed and relied upon by the Board in connection with the settlement of that lawsuit. The Company is responding to the request pursuant to Delaware law. | ||||
On November 18, 2011, the Company received a letter from U.S. Senators Baucus and Grassley requesting information regarding the Company's relationships with its largest managed care customers. The letter requests information about the Company's contracts and financial data regarding its managed care customers. Company representatives met with Senate Finance Committee staff after receiving the request and subsequently produced documents in response. The Company will continue to cooperate with any further requests for information. | ||||
On February 27, 2012, the Company was served with a False Claims Act lawsuit, United States ex rel. Margaret Brown v. Laboratory Corporation of America Holdings and Tri-State Clinical Laboratory Services, LLC, filed in the United States District Court for the Southern District of Ohio, Western Division. The lawsuit alleges that the defendants submitted false claims for payment for laboratory testing services performed as a result of financial relationships that violated the federal Stark and anti-kickback laws. The Company owned 50% of Tri-State Clinical Laboratory Services, LLC, which was dissolved in June of 2011. The lawsuit seeks actual and treble damages and civil penalties for each alleged false claim, as well as recovery of costs, attorney's fees, and legal expenses. The U.S. government has not intervened in the lawsuit. The parties have reached a settlement in principle, but the Company will vigorously defend the lawsuit if the settlement is not finalized. | ||||
On June 7, 2012, the Company was served with a putative class action lawsuit, Yvonne Jansky v. Laboratory Corporation of America, et al., filed in the Superior Court of the State of California, County of San Francisco. The lawsuit alleges that the defendants committed unlawful and unfair business practices, and violated various other state laws by changing screening codes to diagnostic codes on laboratory test orders, thereby resulting in customers being responsible for co-payments and other debts. The lawsuit seeks injunctive relief, actual and punitive damages, as well as recovery of attorney's fees, and legal expenses. The Company will vigorously defend the lawsuit. | ||||
On June 7, 2012, the Company was served with a putative class action lawsuit, Ann Baker Pepe v. Genzyme Corporation and Laboratory Corporation of America Holdings, filed in the United States District Court for the District of Massachusetts. The lawsuit alleged that the defendants failed to preserve DNA samples allegedly entrusted to the defendants and thereby breached a written agreement with plaintiff and violated state laws. The lawsuit sought injunctive relief, actual, double and treble damages, as well as recovery of attorney's fees and legal expenses. The lawsuit was resolved and a consent judgment was approved by the Court in January 2015. | ||||
On August 24, 2012, the Company was served with a putative class action lawsuit, Sandusky Wellness Center, LLC, et al. v. MEDTOX Scientific, Inc., et al., filed in the United States District Court for the District of Minnesota. The lawsuit alleges that on or about February 21, 2012, the defendants violated the federal Telephone Consumer Protection Act by sending unsolicited facsimiles to Plaintiff and more than 39 other recipients without the recipients' prior express invitation or permission. The lawsuit seeks actual damages or the sum of $0.0005 for each violation, subject to trebling under TCPA, and injunctive relief. In September of 2014, Plaintiff’s Motion for Class Certification was denied. In January of 2015, the Company’s Motion for Summary Judgment on the remaining individual claim was granted. Plaintiff has filed a notice of appeal. The Company will vigorously defend the lawsuit. | ||||
The Company was a defendant in two separate putative class action lawsuits, Christine Bohlander v. Laboratory Corporation of America, et al., and Jemuel Andres, et al. v. Laboratory Corporation of America Holdings, et. al., related to overtime pay. After the filing of the two lawsuits on July 8, 2013, the Bohlander lawsuit was consolidated into the Andres lawsuit, and the consolidated lawsuit is now pending in the Superior Court of California for the County of Los Angeles. In the consolidated lawsuit, the Plaintiffs allege on behalf of similarly situated phlebotomists and couriers that the Company failed to pay overtime, failed to provide meal and rest breaks, and committed other violations of the California Labor Code. The complaint seeks monetary damages, civil penalties, costs, injunctive relief, and attorney's fees. The parties have reached a tentative class settlement, which is subject to Court approval. The Court will hold a hearing on the merits of the settlement terms on February 26, 2015. If the settlement is not approved by the Court, the Company will continue to vigorously defend the lawsuit. | ||||
The Company is also a defendant in two additional putative class action lawsuits alleging similar claims to the Bohlander/Andres consolidated lawsuit. The lawsuit Rachel Rabanes v. California Laboratory Sciences, LLC, et al., was filed in April 2014 in the Superior Court of California for the County of Los Angeles, and the lawsuit Rita Varsam v. Laboratory Corporation of America DBA LabCorp, was filed in June 2014 in the Superior Court of California for the County of San Diego. In these lawsuits, the Plaintiffs allege on behalf of similarly situated employees that the Company failed to pay overtime, failed to provide meal and rest breaks, and committed other violations of the California Labor Code. The complaints seek monetary damages, civil penalties, costs, injunctive relief, and attorney's fees. The Company will vigorously defend these lawsuits. | ||||
On December 17, 2010, the Company was served with a lawsuit, Oliver Wuth, et al. v. Laboratory Corporation of America, et al., filed in the State Superior Court of King County, Washington. The lawsuit alleges that the Company was negligent in the handling of a prenatal genetic test order that allegedly resulted in the parents being given incorrect information. The matter was tried before a jury beginning on October 21, 2013. On December 10, 2013, the jury returned a verdict in in plaintiffs’ favor in the amount of $50.0, with 50.0% of liability apportioned to the Company and 50.0% of liability apportioned to co-defendant Valley Medical Center. The Company filed post-judgment motions for a new trial, which were denied, and is vigorously pursuing an appeal of the judgment on multiple grounds. The Company carries self-insurance reserves and excess liability insurance sufficient to cover the potential liability in this case. | ||||
On July 3, 2012, the Company was served with a lawsuit, John Wisekal, as Personal Representative of the Estate of Darien Wisekal v. Laboratory Corporation of America Holdings and Glenda C. Mixon, filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. The lawsuit alleges that the Company misread a Pap test. The case was removed to the United States District Court for the Southern District of Florida. The matter was tried before a jury beginning on April 1, 2014. On April 17, 2014, the jury returned a verdict in Plaintiff’s favor in the amount of $20.8, with non-economic damages reduced by 25% to account for the Plaintiff's negligence, for a final verdict of $15.8. The Company filed post-trial motions. On July 28, 2014, the Court granted the Company’s motion for remittitur and reduced the jury’s non-economic damages award to $5.0, reduced by 25.0% for the Plaintiff’s negligence. Accordingly, the total judgment is $4.4. In December of 2014, the Court granted Plaintiff’s Motion to Certify the remittitur order for interlocutory appeal, and stayed the case pending the Eleventh Circuit Court of Appeal’s review of the Plaintiff’s challenge to the reduction in the judgment. | ||||
On July 9, 2014, the Company was served with a putative class action lawsuit, Christopher W. Legg, et al. v. Laboratory Corporation of America, filed in the United States District Court for the Southern District of Florida. The complaint alleges that the Company violated the Fair and Accurate Credit Transactions Act (“FACTA”) by allegedly providing credit card expiration date information on an electronically printed credit card receipt. The lawsuit seeks statutory and punitive damages, injunctive relief, and attorney’s fees. The Company will vigorously defend the lawsuit. | ||||
In October 2014, the Company became aware of, but was not served with, a False Claims Act lawsuit, United States of America and State of California ex rel. Elisa Martinez v. Quest Diagnostics Incorporated, et al., filed in the United States District Court for the Eastern District of California. The lawsuit alleged that Quest and the Company submitted false claims to the United States and the State of California for duplicative lab tests. The lawsuit sought actual and treble damages and civil penalties for each alleged claim, as well as recovery of costs, attorney’s fees, and legal expenses. Neither the United States government nor the State of California has intervened in the lawsuit. In January of 2015, Plaintiffs filed a First Amended Complaint, and the Company is no longer a defendant in the lawsuit. | ||||
Prior to the consummation of the Company’s acquisition of LipoScience, purported stockholders of LipoScience filed four putative class action lawsuits against LipoScience, members of the LipoScience board of directors, the Company and Bear Acquisition Corp., a wholly owned subsidiary of the Company, in the Delaware Court of Chancery and, with respect to one of the lawsuits, in the Superior Court of Wake County, North Carolina. The lawsuits alleged breach of fiduciary duty and/or other violations of state law arising out of the proposed acquisition. Each suit sought, among other things, injunctive relief enjoining the merger. On October 23, 2014, the case in North Carolina was voluntarily dismissed without prejudice by the Plaintiff. On October 29, 2014, the Delaware Court of Chancery consolidated the four actions under the caption In re LipoScience, Inc. Stockholder Litigation, Consolidated C.A. No. 10252-VCP (the “Consolidated Action”). On November 7, 2014, the Consolidated Action plaintiffs entered into a memorandum of understanding with the defendants regarding a settlement of the Consolidated Action. In connection with the settlement, the parties agreed that LipoScience would make certain additional disclosures to its stockholders. Subject to the completion of certain confirmatory discovery by counsel, entry by the parties into a stipulation of settlement and customary conditions, including court approval, the settlement will resolve all of the claims that were or could have been brought, including all claims relating to the merger. | ||||
On November 19, 2014, the Company entered into a definitive merger agreement to acquire Covance, Inc. (“Covance”) for approximately $6,200.0 in cash and Company common stock. The transaction closed on February 19, 2015. Prior to the closing of the transaction, purported stockholders of Covance filed two putative class action lawsuits, one in the Delaware Court of Chancery, and the other in Mercer County, New Jersey, against Covance, members of the Covance board of directors, the Company and Neon Merger Sub, Inc., a wholly owned subsidiary of the Company. The lawsuits alleged breach of fiduciary duty and/or other violations of state law arising out of the proposed acquisition. Each suit sought, among other things, injunctive relief enjoining the merger. On January 21, 2015, the case in New Jersey was voluntarily dismissed without prejudice by the Plaintiff. On February 9, 2015, the Plaintiffs in the Delaware case entered into a memorandum of understanding with the Defendants regarding a settlement. In connection with the settlement, the parties agreed that Covance would make additional disclosures to its stockholders. Subject to the entry by the parties into a stipulation of settlement and customary conditions, including court approval, the settlement will resolve all the claims that were or could have been brought, including all claims relating to the merger. | ||||
In December 2014, the Company received a Civil Investigative Demand issued pursuant to the federal False Claims Act from the U.S. Attorney’s Office for South Carolina, which requests information regarding remuneration and services provided by the Company to physicians who also received draw and processing/handling fees from competitor laboratories Health Diagnostic Laboratory, Inc. and Singulex, Inc. The Company is cooperating with the request. | ||||
Under the Company's present insurance programs, coverage is obtained for catastrophic exposure as well as those risks required to be insured by law or contract. The Company is responsible for the uninsured portion of losses related primarily to general, professional and vehicle liability, certain medical costs and workers' compensation. The self-insured retentions are on a per occurrence basis without any aggregate annual limit. Provisions for losses expected under these programs are recorded based upon the Company's estimates of the aggregated liability of claims incurred. At December 31, 2014, the Company had provided letters of credit aggregating approximately $42.5, primarily in connection with certain insurance programs. The Company’s availability under its Revolving Credit Facility is reduced by the amount of these letters of credit. | ||||
The Company leases various facilities and equipment under non-cancelable lease arrangements. Future minimum rental commitments for leases with non-cancelable terms of one year or more at December 31, 2014 are as follows: | ||||
Operating | ||||
2015 | $ | 109.9 | ||
2016 | 80.9 | |||
2017 | 58.8 | |||
2018 | 33.3 | |||
2019 | 15.5 | |||
Thereafter | 37.4 | |||
Total minimum lease payments | 335.8 | |||
Less: | ||||
Amounts included in restructuring and acquisition related accruals | (5.2 | ) | ||
Non-cancelable sub-lease income | — | |||
Total minimum operating lease payments | $ | 330.6 | ||
Rental expense, which includes rent for real estate, equipment and automobiles under operating leases, amounted to $239.2, $235.7 and $226.0 for the years ended December 31, 2014, 2013 and 2012, respectively. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS | |||||||||||||||
The Company’s population of financial assets and liabilities subject to fair value measurements as of December 31, 2014 and 2013 are as follows: | ||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Fair Value as of December 31, 2014 | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Noncontrolling interest put | $ | 17.7 | $ | — | $ | 17.7 | $ | — | ||||||||
Interest rate swap | 18.5 | — | 18.5 | — | ||||||||||||
Cash surrender value of life insurance policies | 41.9 | — | 41.9 | — | ||||||||||||
Deferred compensation liability | 43.4 | — | 43.4 | — | ||||||||||||
Fair Value Measurements as of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Fair Value as of December 31, 2013 | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Noncontrolling interest put | $ | 19.4 | $ | — | $ | 19.4 | $ | — | ||||||||
Cash surrender value of life insurance policies | 35.1 | — | 35.1 | — | ||||||||||||
Deferred compensation liability | 36.3 | — | 36.3 | — | ||||||||||||
The noncontrolling interest put is valued at its contractually determined value, which approximate fair value. During the year ended December 31, 2014, the carrying value of the noncontrolling interest put decreased by $1.7 consisting of a $0.2 increase in the contractually determined value and a $1.9 decrease for foreign currency translation. | ||||||||||||||||
The Company offers certain employees the opportunity to participate in a DCP. A participant's deferrals are allocated by the participant to one or more of 16 measurement funds, which are indexed to externally managed funds. From time to time, to offset the cost of the growth in the participant's investment accounts, the Company purchases life insurance policies, with the Company named as beneficiary of the policies. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments, which are typically invested in a similar manner to the participants' allocations. Changes in the fair value of the DCP obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the DCP obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments. | ||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, income taxes receivable, and accounts payable are considered to be representative of their respective fair values due to their short-term nature. The fair market value of the zero-coupon subordinated notes, based on market pricing, was approximately $155.6 and $155.5 as of December 31, 2014 and 2013, respectively. The fair market value of the senior notes, based on market pricing, was approximately $2,949.8 and $2,907.8 as of December 31, 2014 and 2013, respectively. The Company's note and debt instruments are considered level 2 instruments, as the fair market values of these instruments are determined using other observable inputs. The Company's investment in equity securities of $1.0 is considered a level 1 instrument, as the fair market value of this instrument is determined using observable inputs. |
DERIVATIVE_INSTRUMENTS_AND_HED
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 12 Months Ended | |
Dec. 31, 2014 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 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 Company’s 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 Company’s financial position or results of operations. | ||
Interest Rate Swap | ||
During the third quarter of 2013, the Company entered into two fixed-to-variable interest rate swap agreements for the 4.625% senior notes due 2020 with an aggregate notional amount of $600.0 and variable interest rates based on one-month LIBOR plus 2.298% to hedge against changes in the fair value of a portion of the Company's long term debt. These derivative financial instruments are accounted for as fair value hedges of the senior notes due 2020. These interest rate swaps are included in other long term assets or liabilities, as applicable, and added to the value of the senior notes, with an aggregate fair value of $18.5 at December 31, 2014. As the specific terms and notional amounts of the derivative financial instruments match those of the fixed-rate debt being hedged, the derivative instruments are assumed to be perfectly effective hedges and accordingly, there is no impact to the Company's consolidated statements of operations. Cash flows from the interest rate swaps are including in operating activities. There were no derivative instruments designated as accounting hedges in 2012. | ||
Embedded Derivatives Related to the Zero-Coupon Subordinated Notes | ||
The Company’s 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 & Poor’s Ratings Services is BB- or lower. | |
The Company believes these embedded derivatives had no fair value at December 31, 2014 and 2013. These embedded derivatives also had no impact on the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012. |
SUPPLEMENTAL_CASH_FLOW_INFORMA
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Supplemental schedule of cash flow information: | ||||||||||||
Cash paid during period for: | ||||||||||||
Interest | $ | 117.8 | $ | 97.2 | $ | 77.5 | ||||||
Income taxes, net of refunds | 284.1 | 301.5 | 306.2 | |||||||||
Disclosure of non-cash financing and investing activities: | ||||||||||||
Surrender of restricted stock awards and performance shares | 6.6 | 7.1 | 10.9 | |||||||||
Conversion of zero-coupon convertible debt | 9.9 | 10.3 | 3.8 | |||||||||
Assets acquired under capital leases | 29 | 13.1 | — | |||||||||
Accrued property, plant and equipment | 6.2 | 9.1 | 1.2 | |||||||||
QUARTERLY_DATA_UNAUDITED
QUARTERLY DATA (UNAUDITED) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
QUARTERLY DATA (UNAUDITED) | QUARTERLY DATA (UNAUDITED) | |||||||||||||||||||
The following is a summary of unaudited quarterly data: | ||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||
1st | 2nd | 3rd | 4th | Full | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Net sales | $ | 1,430.70 | $ | 1,516.40 | $ | 1,551.80 | $ | 1,512.70 | $ | 6,011.60 | ||||||||||
Gross profit | 516.8 | 568.6 | 571.2 | 546.5 | 2,203.10 | |||||||||||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 113.1 | 141.3 | 137.2 | 119.6 | 511.2 | |||||||||||||||
Basic earnings per common share | 1.33 | 1.67 | 1.62 | 1.41 | 6.03 | |||||||||||||||
Diluted earnings per common share | 1.31 | 1.64 | 1.59 | 1.37 | 5.91 | |||||||||||||||
Year ended December 31, 2013 | ||||||||||||||||||||
1st | 2nd | 3rd | 4th | Full | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Net sales | $ | 1,440.90 | $ | 1,468.20 | $ | 1,462.20 | $ | 1,437.00 | $ | 5,808.30 | ||||||||||
Gross profit | 572.2 | 577.3 | 547.6 | 526.1 | 2,223.20 | |||||||||||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 147.2 | 151.9 | 148.3 | 126.4 | 573.8 | |||||||||||||||
Basic earnings per common share | 1.58 | 1.65 | 1.66 | 1.46 | 6.36 | |||||||||||||||
Diluted earnings per common share | 1.56 | 1.62 | 1.63 | 1.43 | 6.25 | |||||||||||||||
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts And Reserves | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule to Financial Statments [Abstract] | ||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | Schedule II | |||||||||||||||
LABORATORY CORPORATION OF AMERICA HOLDINGS AND SUBSIDIARIES | ||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | ||||||||||||||||
Years Ended December 31, 2014, 2013 and 2012 | ||||||||||||||||
(Dollars in millions) | ||||||||||||||||
Balance at | Additions | -1 | Balance | |||||||||||||
beginning | Charged to Costs and Expense | Other | at end | |||||||||||||
of year | (Deductions)Additions | of year | ||||||||||||||
Year ended December 31, 2014: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 198.3 | $ | 276.5 | $ | (263.2 | ) | $ | 211.6 | |||||||
Valuation allowance-deferred tax assets | $ | 16.5 | $ | 0.6 | $ | — | $ | 17.1 | ||||||||
Year ended December 31, 2013: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 191.5 | $ | 254.8 | $ | (248.0 | ) | $ | 198.3 | |||||||
Valuation allowance-deferred tax assets | $ | 18.4 | $ | 0.2 | $ | (2.1 | ) | $ | 16.5 | |||||||
Year ended December 31, 2012: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 197.6 | $ | 246 | $ | (252.1 | ) | $ | 191.5 | |||||||
Valuation allowance-deferred tax assets | $ | 14.4 | $ | 2.1 | $ | 1.9 | $ | 18.4 | ||||||||
(1) Other (Deductions) Additions consists primarily of write-offs of accounts receivable amounts. |
Business_Segments_Notes
Business Segments (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segment Reporting Disclosure [Text Block] | 20. BUSINESS SEGMENT INFORMATION | ||||||||||||
The following table is a summary of segment information for the years ended December 31, 2014, 2013, and 2012. Segment asset information is not presented because it is not used by the chief operating decision maker at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income for the segment. General management and administrative corporate expenses are included in general corporate expenses below. | |||||||||||||
Laboratory tests and procedures are used generally by hospitals, physicians and other health care providers and commercial clients to assist in the diagnosis, evaluation, detection, therapy selection, monitoring and treatment of diseases and other medical conditions through the examination of substances in the blood, tissues and other specimens. Clinical diagnostics laboratory segment includes financial information related to the broad range of testing services that are reported primarily through the U.S. business operations. The other reportable segment includes the Company's non-U.S. clinical diagnostic laboratory operations in Ontario, Canada, which are reviewed separately by corporate management for the purposes of allocation of resources. | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenues: | |||||||||||||
Clinical laboratory diagnostics | $ | 5,682.20 | $ | 5,465.20 | $ | 5,336.40 | |||||||
Other | 329.4 | 343.1 | 335 | ||||||||||
Total net revenues | $ | 6,011.60 | $ | 5,808.30 | $ | 5,671.40 | |||||||
Operating earnings (loss): | |||||||||||||
Clinical laboratory diagnostics | $ | 1,461.90 | $ | 1,440.10 | $ | 1,435.40 | |||||||
Other | 82.4 | 93.9 | 96.8 | ||||||||||
General corporate expenses | (633.9 | ) | (543.1 | ) | (508.7 | ) | |||||||
Total operating income | 910.4 | 990.9 | 1,023.50 | ||||||||||
Non-operating expenses, net | (83.7 | ) | (75.3 | ) | (79.3 | ) | |||||||
Earnings before income taxes | 826.7 | 915.6 | 944.2 | ||||||||||
Provision for income taxes | 314.1 | 340.2 | 359.4 | ||||||||||
Net earnings | 512.6 | 575.4 | 584.8 | ||||||||||
Less: Net income attributable to noncontrolling interests | (1.4 | ) | (1.6 | ) | (1.7 | ) | |||||||
Net income attributable to Laboratory Corporation of America Holdings | $ | 511.2 | $ | 573.8 | $ | 583.1 | |||||||
2014 | 2013 | 2012 | |||||||||||
Depreciation and amortization: | |||||||||||||
Clinical laboratory diagnostics | $ | 180.3 | $ | 171.2 | $ | 169.1 | |||||||
Other | 9.8 | 9.2 | 8.1 | ||||||||||
General corporate | 44.2 | 42.1 | 40.3 | ||||||||||
Total depreciation and amortization | $ | 234.3 | $ | 222.5 | $ | 217.5 | |||||||
SUBSEQUENT_EVENTS_Notes
SUBSEQUENT EVENTS (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | As described in Note 2, on February 19, 2015, the Company completed its acquisition of Covance, a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0. Covance stockholders received $75.76 in cash and 0.2686 shares of the Company's common stock for each share of Covance common stock they own. In connection with the transaction, the Company secured $4,250.0 in bridge financing. On January 30, 2015, the Company issued $2,900.0 in debt securities, consisting of $500.0 aggregate principal amount of 2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045. The net proceeds from the offering of the Notes were approximately $2,870.2 million after deducting underwriting discounts and other expenses of the offering. Net proceeds will be used to pay a portion of the cash consideration and the fees and expenses in connection with the Company’s acquisition of Covance. The Company incurred $33.8 of transaction costs related to the Acquisition. |
The Company will account for the Acquisition using the acquisition method, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the Acquisition. The Company expects to recognize identifiable intangible assets, including customer lists, land use right and trade names and trademarks using the income approach through a discounted cash flow analysis with the discounted cash flow projections. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets acquired will be recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Acquisition. These benefits include a complementary product offerings, enhanced global footprint, and attractive synergy opportunities and value creation. | |
For the year ended December 31, 2014, the unaudited pro forma consolidated revenues, net income, and basic and diluted earnings per share is $8,532.6, $523.7, $5.23 and $5.15, respectively, as though the Acquisition had occurred as of January 1, 2014. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased amortization expense based on the estimated fair value of assets acquired, the impact of the Company’s new financing arrangements, and the related tax effects. The pro forma results include costs directly attributable to the Acquisition which are not expected to have a continuing impact on the combined company, such as transactions costs of $68.8, post combination expense for acceleration of stock based compensation of $47.2 and change in control payments and severance arrangements of $23.7. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the Acquisition nor do they include costs that the Company may incur to call Covance debt post-Acquisition. To produce the unaudited pro forma financial information, LabCorp adjusted Covance’s assets and liabilities to their estimated fair value; however, LabCorp has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the Covance assets to be acquired and the liabilities to be assumed and the related allocation of purchase price. | |
22. SUBSEQUENT EVENTS | |
As described in Note 2, on February 19, 2015, the Company completed its acquisition of Covance, a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0. Covance stockholders received $75.76 in cash and 0.2686 shares of the Company's common stock for each share of Covance common stock they own. In connection with the transaction, the Company secured $4,250.0 in bridge financing. On January 30, 2015, the Company issued $2,900.0 in debt securities, consisting of $500.0 aggregate principal amount of 2.625% Senior Notes due 2020, $500.0 aggregate principal amount of 3.20% Senior Notes due 2022, $1,000.0 aggregate principal amount of 3.60% Senior Notes due 2025 and $900.0 aggregate principal amount of 4.70% Senior Notes due 2045. The net proceeds from the offering of the Notes were approximately $2,870.2 million after deducting underwriting discounts and other expenses of the offering. Net proceeds will be used to pay a portion of the cash consideration and the fees and expenses in connection with the Company’s acquisition of Covance. The Company incurred $33.8 of transaction costs related to the Acquisition. | |
The Company will account for the Acquisition using the acquisition method, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the Acquisition. The Company expects to recognize identifiable intangible assets, including customer lists, land use right and trade names and trademarks using the income approach through a discounted cash flow analysis with the discounted cash flow projections. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets acquired will be recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Acquisition. These benefits include a complementary product offerings, enhanced global footprint, and attractive synergy opportunities and value creation. | |
For the year ended December 31, 2014, the unaudited pro forma consolidated revenues, net income, and basic and diluted earnings per share is $8,532.6, $523.7, $5.23 and $5.15, respectively, as though the Acquisition had occurred as of January 1, 2014. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased amortization expense based on the estimated fair value of assets acquired, the impact of the Company’s new financing arrangements, and the related tax effects. The pro forma results include costs directly attributable to the Acquisition which are not expected to have a continuing impact on the combined company, such as transactions costs of $68.8, post combination expense for acceleration of stock based compensation of $47.2 and change in control payments and severance arrangements of $23.7. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the Acquisition nor do they include costs that the Company may incur to call Covance debt post-Acquisition. To produce the unaudited pro forma financial information, LabCorp adjusted Covance’s assets and liabilities to their estimated fair value; however, LabCorp has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the Covance assets to be acquired and the liabilities to be assumed and the related allocation of purchase price. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation | |||
Laboratory Corporation of America Holdings and its subsidiaries (the “Company”) is the second largest independent clinical laboratory company in the U.S. based on 2014 net revenues. Through a national network of laboratories, the Company offers a broad range of clinical laboratory testing services used by the medical profession in core testing, patient diagnosis, and in the monitoring and treatment of disease. In addition, the Company has developed specialty testing operations, such as oncology testing, HIV genotyping and phenotyping, diagnostic genetics, cardiovascular disease risk assessment, HIV diagnosis and monitoring, and clinical trials. | ||||
Since its founding in 1971, the Company has grown into a network of 39 primary laboratories and over 1,750 patient service centers along with a network of branches and STAT laboratories. With over 36,000 employees, the Company processes tests on approximately 500,000 patient specimens daily and has laboratory locations throughout the United States and other countries including, Belgium, Canada, China, Japan, Singapore, the United Kingdom and the United Arab Emirates. As of December 31, 2014, the Company operated within two reportable segments based on the way the Company manages its business. | ||||
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.” | ||||
Revenue Recognition | 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 Medicare and Medicaid programs. Billings for services under third-party payer programs are included in sales net of allowances for contractual discounts and allowances for differences between the amounts billed and estimated program payment amounts. Adjustments to the estimated payment amounts based on final settlement with the programs are recorded upon settlement as an adjustment to revenue. In 2014, 2013 and 2012, approximately 15.0%, 16.0% and 17.6%, respectively, of the Company's revenues were derived directly from the Medicare and Medicaid programs. The Company has capitated agreements with certain managed care customers and recognizes related revenue based on a predetermined monthly contractual rate for each member of the managed care plan regardless of the number or cost of services provided by the Company. In 2014, 2013 and 2012, approximately 3.5%, 3.2% and 3.0%, respectively, of the Company's revenues were derived from such capitated agreements. | ||||
The Company's net sales are comprised of the following: | ||||
Use of Estimates | Use of Estimates | |||
The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Significant estimates include the allowances for doubtful accounts, deferred tax assets, fair values and amortization lives for intangible assets, and accruals for self-insurance reserves and pensions. The allowance for doubtful accounts is determined based on historical collections trends, the aging of accounts, current economic conditions and regulatory changes. Actual results could differ from those estimates. | ||||
Concentration of Credit Risk | Concentration of Credit Risk | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. | ||||
The Company maintains cash and cash equivalents with various major financial institutions. The total cash balances on deposit that exceeded the balances insured by the F.D.I.C., were approximately $49.3 at December 31, 2014. Cash equivalents at December 31, 2014, totaled $535.0, which includes amounts invested in money market funds, time deposits, municipal, treasury and government funds. | ||||
Substantially all of the Company’s accounts receivable are with companies in the health care industry and individuals. However, concentrations of credit risk are limited due to the number of the Company’s clients as well as their dispersion across many different geographic regions. | ||||
While the Company has receivables due from federal and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related health care programs are funded by federal and state governments, and payment is primarily dependent upon submitting appropriate documentation. Accounts receivable balances (gross) from Medicare and Medicaid were $135.1 and $128.6 at December 31, 2014 and 2013, respectively. | ||||
For the Company's subsidiary operations in Ontario, Canada, the Ministry of Health determines who can establish a licensed community medical laboratory and caps the amount that each of these licensed laboratories can bill the government sponsored health care plan. The Ontario government-sponsored health care plan covers the cost of clinical laboratory testing performed by the licensed laboratories. The provincial government discounts the annual testing volumes based on certain utilization discounts and establishes an annual maximum it will pay for all community laboratory tests. The agreed-upon reimbursement rates are subject to Ministry of Health review at the end of year and can be adjusted (at the government's discretion) based upon the actual volume and mix of test work performed by the licensed providers in the province during the year. The accounts receivable balances from the Ontario government sponsored health care plan were $22.4 and $33.2 at December 31, 2014 and 2013, respectively. | ||||
The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk. At December 31, 2014 and 2013, receivables due from patients represent approximately 27.1% and 27.8% of the Company's consolidated gross accounts receivable. The Company applies assumptions and judgments including historical collection experience for assessing collectibility and determining allowances for doubtful accounts for accounts receivable from patients. | ||||
Earnings Per Share | Earnings per Share | |||
Basic earnings per share is computed by dividing net earnings attributable to Laboratory Corporation of America Holdings by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net earnings including the impact of dilutive adjustments by the weighted average number of common shares outstanding plus potentially dilutive shares, as if they had been issued at the earlier of the date of issuance or the beginning of the period presented. Potentially dilutive common shares result primarily from the Company’s outstanding stock options, restricted stock awards, performance share awards, and shares issuable upon conversion of zero-coupon subordinated notes. | ||||
Stock Compensation Plans | Stock Compensation Plans | |||
The Company measures stock compensation cost for all equity awards at fair value on the date of grant and recognizes compensation expense over the service period for awards expected to vest. The fair value of restricted stock units and performance share awards is determined based on the number of shares granted and the quoted price of the Company’s common stock on the grant date. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of equity awards that will ultimately vest requires judgment and the Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation expense in earnings in the period of the revision. Actual results and future estimates may differ substantially from the Company’s current estimates. | ||||
See Note 14 for assumptions used in calculating compensation expense for the Company’s stock compensation plans. | ||||
Cash Equivalents | Cash Equivalents | |||
Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have original maturities of three months or less. | ||||
Inventories | Inventories | |||
Inventories, consisting primarily of purchased laboratory and client supplies, are stated at the lower of cost (first-in, first-out) or market. | ||||
Property, Plant and Equipment | Property, Plant and Equipment | |||
Property, plant and equipment are recorded at cost. The cost of properties held under capital leases is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease. Depreciation and amortization expense is computed on all classes of assets based on their estimated useful lives, as indicated below, using the straight-line method. | ||||
Years | ||||
Buildings and building improvements | 10 | - | 35 | |
Machinery and equipment | 3 | - | 10 | |
Furniture and fixtures | 5 | - | 10 | |
Software | 3 | - | 10 | |
Leasehold improvements and assets held under capital leases are amortized over the shorter of their estimated useful lives or the term of the related leases. Expenditures for repairs and maintenance are charged to operations as incurred. Retirements, sales and other disposals of assets are recorded by removing the cost and accumulated depreciation from the related accounts with any resulting gain or loss reflected in the consolidated statements of operations. | ||||
Capitalized Software Costs | Capitalized Software Costs | |||
The Company capitalizes purchased software which is ready for service and capitalizes software development costs incurred on significant projects starting from the time that the preliminary project stage is completed and the Company commits to funding a project until the project is substantially complete and the software is ready for its intended use. Capitalized costs include direct material and service costs and payroll and payroll-related costs. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful life of the underlying system, generally five years. | ||||
Long-Lived Assets | Long-Lived Assets | |||
The Company assesses goodwill and indefinite lived intangibles for impairment at least annually and more frequently if triggering events occur. The timing of the Company's annual impairment testing is the end of the fiscal year. In accordance with the Financial Accounting Standards Board (“FASB”) updates to their authoritative guidance regarding goodwill and indefinite-lived intangible asset impairment testing, an entity is allowed to first assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If an entity determines that it is not more likely than not that the estimated fair value of an asset is less than its carrying value, then no further testing is required. Otherwise, impairment testing must be performed in accordance with the original accounting standards. The updated FASB guidance also allows an entity to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the first step of the two-step assessment. Similarly, a Company can proceed directly to a quantitative assessment in the case of impairment testing for indefinite-lived intangible assets as well. In 2014 and 2013, the Company elected to bypass the purely qualitative assessments for its goodwill and indefinite-lived intangible assets and proceed to quantitative assessments utilizing methodologies as described in the following paragraphs. | ||||
Step One of the goodwill impairment test includes the estimation of the fair value of each reporting unit as compared to the book value of the reporting unit. The Company uses a market value approach for determining fair value and utilizes a number of factors such as publicly available information regarding the market capitalization of the Company as well as operating results, business plans, and present value techniques. If Step One indicates potential impairment, the second step is performed to measure the amount of the impairment. | ||||
The Company has indefinite-lived assets consisting of acquired Canadian licenses. When a quantitative analysis is considered necessary for indefinite-lived intangible assets, the Company utilizes an income approach to determine the fair value. It then compares the carrying value of the indefinite-lived asset to its fair value. Impairment losses are recorded to the extent that the carrying value of the indefinite-lived intangible asset exceeds its fair value. | ||||
There are inherent uncertainties related to the factors described above and judgment related to the Company's impairment assessments of goodwill and indefinite-lived intangibles. The assumptions underlying the impairment analyses may change in such a manner that impairment in value may occur in the future. Any such impairment will be recognized in the period in which it becomes known. | ||||
The Company completed an annual impairment analysis of its indefinite lived assets, including goodwill, and has found no instances of impairment as of December 31, 2014 or 2013. | ||||
Long-lived assets, other than goodwill and indefinite-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Recoverability of assets to be held and used is determined by the Company at the level for which there are identifiable cash flows by comparison of the carrying amount of the assets to future undiscounted net cash flows before interest expense and income taxes expected to be generated by the assets. Impairment, if any, is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets (based on market prices in an active market or on discounted cash flows). Assets to be disposed of are reported at the lower of the carrying amount or fair value. The Company found no instances of impairment as of December 31, 2014 or 2013. | ||||
Intangible Assets | Intangible Assets | |||
Intangible assets are amortized on a straight-line basis over the expected periods to be benefited, as set forth in the table below, such as legal life for patents and technology and contractual lives for non-compete agreements. | ||||
Years | ||||
Customer relationships | 10 | - | 30 | |
Patents, licenses and technology | 3 | - | 15 | |
Non-compete agreements | 5 | - | 10 | |
Trade names | 5 | - | 10 | |
Debt Issuance Costs | Debt Issuance Costs | |||
The costs related to the issuance of debt are capitalized and amortized to interest expense over the terms of the related debt. | ||||
Professional Liability | Professional Liability | |||
The Company is self-insured (up to certain limits) for professional liability claims arising in the normal course of business, generally related to the testing and reporting of laboratory test results. The Company estimates a liability that represents the ultimate exposure for aggregate losses below those limits. The liability is discounted and is based on actuarial assumptions and factors for known and incurred but not reported claims, including the frequency and payment trends of historical claims. | ||||
Income Taxes | Income Taxes | |||
The Company accounts for income taxes utilizing the asset and liability method. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company does not recognize a tax benefit unless the Company concludes that it is more likely than not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that the Company believes is greater than 50% likely to be realized. The Company records interest and penalties in income tax expense. | ||||
Derivative Financial Instruments | Derivative Financial Instruments | |||
Interest rate swap agreements, which have been used by the Company from time to time in the management of interest rate exposure, are accounted for at fair value. The Company’s zero-coupon subordinated notes contain two features that are considered to be embedded derivative instruments under authoritative guidance in connection with accounting for derivative instruments and hedging activities. The Company believes these embedded derivatives had no fair value at December 31, 2014 and 2013. | ||||
See Note 18 for the Company’s objectives in using derivative instruments and the effect of derivative instruments and related hedged items on the Company’s financial position, financial performance and cash flows. | ||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||
Fair value measurements for financial assets and liabilities are determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered fair value hierarchy draws distinctions between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). | ||||
Research and Development | Research and Development | |||
The Company expenses research and development costs as incurred. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Net Sales | The Company's net sales are comprised of the following: | ||||||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||||||
Net sales | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Clinical diagnostics laboratory: | |||||||||||||||||||||||||||||||||
Core Testing | $ | 3,656.60 | $ | 3,445.10 | $ | 3,246.60 | |||||||||||||||||||||||||||
Genomic and Esoteric Testing | 2,025.60 | 2,020.10 | 2,089.80 | ||||||||||||||||||||||||||||||
Other | 329.4 | 343.1 | 335 | ||||||||||||||||||||||||||||||
Total | $ | 6,011.60 | $ | 5,808.30 | $ | 5,671.40 | |||||||||||||||||||||||||||
Reconciliation of Basic earnings per Share to Diluted Earnings per Share | The following represents a reconciliation of basic earnings per share to diluted earnings per share: | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Income | Shares | Per Share | Income | Shares | Per Share | Income | Shares | Per Share | |||||||||||||||||||||||||
Amount | Amount | Amount | |||||||||||||||||||||||||||||||
Basic earnings per share | $ | 511.2 | 84.8 | $ | 6.03 | $ | 573.8 | 90.2 | $ | 6.36 | $ | 583.1 | 95.7 | $ | 6.09 | ||||||||||||||||||
Stock options | — | 1.1 | — | 1.1 | — | 0.8 | |||||||||||||||||||||||||||
Restricted stock awards and other | — | — | — | — | — | 0.3 | |||||||||||||||||||||||||||
Effect of convertible debt, net of tax | — | 0.5 | — | 0.5 | — | 0.6 | |||||||||||||||||||||||||||
Diluted earnings per share | $ | 511.2 | 86.4 | $ | 5.91 | $ | 573.8 | 91.8 | $ | 6.25 | $ | 583.1 | 97.4 | $ | 5.99 | ||||||||||||||||||
Potential common shares not included in computation of diluted earnings per share | |||||||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||
Stock options | — | 0.1 | 2.4 | ||||||||||||||||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||||||||||||||||||
Years | |||||||||||||||||||||||||||||||||
Buildings and building improvements | 10 | - | 35 | ||||||||||||||||||||||||||||||
Machinery and equipment | 3 | - | 10 | ||||||||||||||||||||||||||||||
Furniture and fixtures | 5 | - | 10 | ||||||||||||||||||||||||||||||
Software | 3 | - | 10 | ||||||||||||||||||||||||||||||
Finite-Lived Intangible Assets | Intangible assets are amortized on a straight-line basis over the expected periods to be benefited, as set forth in the table below, such as legal life for patents and technology and contractual lives for non-compete agreements. | ||||||||||||||||||||||||||||||||
Years | |||||||||||||||||||||||||||||||||
Customer relationships | 10 | - | 30 | ||||||||||||||||||||||||||||||
Patents, licenses and technology | 3 | - | 15 | ||||||||||||||||||||||||||||||
Non-compete agreements | 5 | - | 10 | ||||||||||||||||||||||||||||||
Trade names | 5 | - | 10 |
RESTRUCTURING_RESERVES_Tables
RESTRUCTURING RESERVES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Restructuring Reserve [Abstract] | ||||||||||||
Schedule of Restructuring Reserves | RESTRUCTURING RESERVES | |||||||||||
The following represents the Company’s restructuring activities for the period indicated: | ||||||||||||
Severance | Lease | Total | ||||||||||
and Other | and Other | |||||||||||
Employee | Facility | |||||||||||
Costs | Costs | |||||||||||
Balance as of December 31, 2013 | $ | 0.8 | $ | 24.9 | $ | 25.7 | ||||||
Restructuring charges | 10.5 | 8.4 | 18.9 | |||||||||
Reduction of prior restructuring accruals | (0.4 | ) | (0.7 | ) | (1.1 | ) | ||||||
Cash payments and other adjustments | (10.5 | ) | (10.9 | ) | (21.4 | ) | ||||||
Balance as of December 31, 2014 | $ | 0.4 | $ | 21.7 | $ | 22.1 | ||||||
Current | $ | 7.8 | ||||||||||
Non-current | 14.3 | |||||||||||
$ | 22.1 | |||||||||||
The non-current portion of the restructuring liabilities is expected to be paid out over 6 years. |
JOINT_VENTURE_PARTNERSHIPS_AND1
JOINT VENTURE PARTNERSHIPS AND EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||
Investments in unconsolidated joint venture partnerships and equity method investment | At December 31, 2014 the Company had investments in the following unconsolidated joint venture partnerships and equity method investments: | |||||||||||
Locations | Net Investment | Interest Owned | ||||||||||
Joint Venture Partnerships: | ||||||||||||
Milwaukee, Wisconsin | $ | 20.5 | 50 | % | ||||||||
Alberta, Canada | 55.2 | 43.37 | % | |||||||||
Florence, South Carolina | 10 | 49 | % | |||||||||
Equity Method Investments: | ||||||||||||
Various | 6.9 | various | ||||||||||
Condensed unconsolidated financial information for joint venture partnerships and equity method investments is shown in the following table. | ||||||||||||
As of December 31: | 2014 | 2013 | ||||||||||
Current assets | $ | 66 | $ | 43.4 | ||||||||
Other assets | 43.3 | 40.9 | ||||||||||
Total assets | $ | 109.3 | $ | 84.3 | ||||||||
Current liabilities | $ | 28.2 | $ | 21.9 | ||||||||
Other liabilities | 1.4 | 1.3 | ||||||||||
Total liabilities | 29.6 | 23.2 | ||||||||||
Partners' equity | 79.7 | 61.1 | ||||||||||
Total liabilities and partners’ equity | $ | 109.3 | $ | 84.3 | ||||||||
For the period January 1 - December 31: | 2014 | 2013 | 2012 | |||||||||
Net sales | $ | 283.8 | $ | 255.2 | $ | 249 | ||||||
Gross profit | 81.3 | 84.1 | 86.4 | |||||||||
Net earnings | 31 | 37.7 | 42.2 | |||||||||
ACCOUNTS_RECEIVABLE_NET_Tables
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Accounts receivable | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Gross accounts receivable | $ | 1,027.30 | $ | 983 | ||||
Less allowance for doubtful accounts | (211.6 | ) | (198.3 | ) | ||||
$ | 815.7 | $ | 784.7 | |||||
PROPERTY_PLANT_AND_EQUIPMENT_N1
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, plant and equipment, net | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Land | $ | 29.3 | $ | 29 | ||||
Buildings and building improvements | 201.8 | 188.8 | ||||||
Machinery and equipment | 719.8 | 712.1 | ||||||
Software | 434.7 | 404.9 | ||||||
Leasehold improvements | 200.1 | 196.5 | ||||||
Furniture and fixtures | 57.7 | 58.1 | ||||||
Construction in progress | 126.7 | 127.9 | ||||||
Equipment and real estate under capital leases | 42.9 | 14.6 | ||||||
1,813.00 | 1,731.90 | |||||||
Less accumulated depreciation and amortization of capital lease assets | (1,026.5 | ) | (1,024.5 | ) | ||||
$ | 786.5 | $ | 707.4 | |||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill (net of accumulated amortization) for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||||||||
Clinical Diagnostics Laboratory Segment | Other Segment | Total | ||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||||
Balance as of January 1 | $ | 2,960.20 | $ | 2,857.10 | $ | 62.6 | $ | 44.6 | $ | 3,022.80 | $ | 2,901.70 | ||||||||||||
Goodwill acquired during the period | 81.8 | 107.5 | — | 19.5 | 81.8 | 127 | ||||||||||||||||||
Adjustments to goodwill | — | (4.4 | ) | (5.2 | ) | (1.5 | ) | (5.2 | ) | (5.9 | ) | |||||||||||||
Balance at end of period | $ | 3,042.00 | $ | 2,960.20 | $ | 57.4 | $ | 62.6 | $ | 3,099.40 | $ | 3,022.80 | ||||||||||||
Components of identifiable intangible assets | The components of identifiable intangible assets are as follows: | |||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Amount | Amount | Amount | |||||||||||||||||||||
Customer relationships | $ | 1,361.60 | $ | (606.8 | ) | $ | 754.8 | $ | 1,327.00 | $ | (545.1 | ) | $ | 781.9 | ||||||||||
Patents, licenses and technology | 125.9 | (95.9 | ) | 30 | 116.2 | (85.4 | ) | 30.8 | ||||||||||||||||
Non-compete agreements | 45.6 | (31.7 | ) | 13.9 | 41.6 | (25.3 | ) | 16.3 | ||||||||||||||||
Trade names | 133.3 | (91.6 | ) | 41.7 | 131.4 | (83.0 | ) | 48.4 | ||||||||||||||||
Canadian licenses | 635.4 | — | 635.4 | 694.6 | — | 694.6 | ||||||||||||||||||
$ | 2,301.80 | $ | (826.0 | ) | $ | 1,475.80 | $ | 2,310.80 | $ | (738.8 | ) | $ | 1,572.00 | |||||||||||
Acquired amortizable intangible assets and their respective weighted average amortization periods | A summary of amortizable intangible assets acquired during 2014, and their respective weighted average amortization periods are as follows: | |||||||||||||||||||||||
Amount | Weighted | |||||||||||||||||||||||
Average | ||||||||||||||||||||||||
Amortization | ||||||||||||||||||||||||
Period | ||||||||||||||||||||||||
Customer relationships | $ | 37.6 | 17.8 | |||||||||||||||||||||
Patents, licenses and technology | 9.8 | 8.4 | ||||||||||||||||||||||
Non-compete agreements | 4.2 | 5 | ||||||||||||||||||||||
Trade names | 2.1 | 13.9 | ||||||||||||||||||||||
$ | 53.7 | 14.9 | ||||||||||||||||||||||
ACCRUED_EXPENSES_AND_OTHER_Tab
ACCRUED EXPENSES AND OTHER (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued expenses and other | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Employee compensation and benefits | $ | 183.9 | $ | 166 | ||||
Self-insurance reserves | 54.2 | 33.3 | ||||||
Accrued taxes payable | 32 | 24.2 | ||||||
Royalty and license fees payable | 8.2 | 8.1 | ||||||
Restructuring reserves | 7.8 | 9.3 | ||||||
Acquisition related reserves | 7 | 14.2 | ||||||
Interest payable | 19.7 | 19.7 | ||||||
Other | 28.6 | 35.2 | ||||||
$ | 341.4 | $ | 310 | |||||
OTHER_LIABILITIES_Tables
OTHER LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other liabilities | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Post-retirement benefit obligation | $ | 26.7 | $ | 60.6 | ||||
Defined benefit plan obligation | 117.9 | 80 | ||||||
Restructuring reserves | 14.3 | 16.4 | ||||||
Self-insurance reserves | 34.9 | 31.6 | ||||||
Acquisition related reserves | 2.2 | 7.2 | ||||||
Deferred revenue | 3.4 | 4 | ||||||
Deferred compensation plan obligation | 43.4 | 36.3 | ||||||
Worker's compensation and auto | 23.1 | 19.9 | ||||||
Other | 8.3 | 10.5 | ||||||
$ | 274.2 | $ | 266.5 | |||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Short-term borrowings and current portion of long-term debt | Short-term borrowings and current portion of long-term debt at December 31, 2014 and 2013 consisted of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Zero-coupon convertible subordinated notes | $ | 93.9 | $ | 110.8 | ||||
5.625% Senior Notes due 2015 | 250 | — | ||||||
Capital lease obligation | 3.2 | 0.5 | ||||||
Total short-term borrowings and current portion of long-term debt | $ | 347.1 | $ | 111.3 | ||||
Long-term debt | Long-term debt at December 31, 2014 and 2013 consisted of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
5.625% Senior Notes due 2015 | $ | — | $ | 250 | ||||
3.125% Senior Notes due 2016 | 325 | 325 | ||||||
2.20% Senior Notes due 2017 | 500 | 500 | ||||||
2.50% Senior Notes due 2018 | 400 | 400 | ||||||
4.625% Senior Notes due 2020 | 618.5 | 600 | ||||||
3.75% Senior Notes due 2022 | 500 | 500 | ||||||
4.00% Senior Notes due 2023 | 300 | 300 | ||||||
Capital leases | 39.2 | 14.1 | ||||||
Total long-term debt | $ | 2,682.70 | $ | 2,889.10 | ||||
PREFERRED_STOCK_AND_COMMON_SHA1
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||||||
Common shares issued and outstanding [Text Block] | The Company is authorized to issue up to 265.0 shares of common stock, par value $0.10 per share. The Company’s treasury shares are recorded at aggregate cost. Common shares issued and outstanding are summarized in the following table: | |||||||||||||||
2014 | 2013 | |||||||||||||||
Issued | 107.1 | 108.1 | ||||||||||||||
In treasury | (22.5 | ) | (22.4 | ) | ||||||||||||
Outstanding | 84.6 | 85.7 | ||||||||||||||
Changes in common shares issued and held in treasury [Text Block] | The changes in common shares issued and held in treasury are summarized below: | |||||||||||||||
Common shares issued | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Common stock issued at January 1 | 108.1 | 115.8 | 120 | |||||||||||||
Common stock issued under employee stock plans | 1.6 | 2.6 | 1.6 | |||||||||||||
Common stock issued upon conversion of zero-coupon subordinated notes | 0.1 | 0.1 | — | |||||||||||||
Retirement of common stock | (2.7 | ) | (10.4 | ) | (5.8 | ) | ||||||||||
Common stock issued at December 31 | 107.1 | 108.1 | 115.8 | |||||||||||||
Common shares held in treasury | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Common shares held in treasury at January 1 | 22.4 | 22.3 | 22.2 | |||||||||||||
Surrender of restricted stock and performance share awards | 0.1 | 0.1 | 0.1 | |||||||||||||
Common shares held in treasury at December 31 | 22.5 | 22.4 | 22.3 | |||||||||||||
Accumulated Other Comprehensive Earnings Components [Text Block] | The components of accumulated other comprehensive earnings are as follows: | |||||||||||||||
Foreign | Net | Unrealized Gains and Losses on Available for Sale Securities | Accumulated | |||||||||||||
Currency | Benefit | Other | ||||||||||||||
Translation | Plan | Comprehensive | ||||||||||||||
Adjustments | Adjustments | Earnings | ||||||||||||||
Balance at December 31, 2011 | $ | 143.5 | $ | (98.0 | ) | — | $ | 45.5 | ||||||||
Current year adjustments | 31.3 | (4.8 | ) | — | 26.5 | |||||||||||
Amounts reclassified from accumulated other comprehensive income (a) | — | 12.1 | — | 12.1 | ||||||||||||
Tax effect of adjustments | (11.9 | ) | (2.8 | ) | — | (14.7 | ) | |||||||||
Balance at December 31, 2012 | 162.9 | (93.5 | ) | — | 69.4 | |||||||||||
Current year adjustments | (63.2 | ) | 31.6 | 16.4 | (15.2 | ) | ||||||||||
Amounts reclassified from accumulated other comprehensive income (a) | — | 10.5 | — | 10.5 | ||||||||||||
Tax effect of adjustments | 23.5 | (15.7 | ) | (6.3 | ) | 1.5 | ||||||||||
Balance at December 31, 2013 | 123.2 | (67.1 | ) | 10.1 | 66.2 | |||||||||||
Current year adjustments | (89.5 | ) | (12.0 | ) | 2 | (99.5 | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income (a) (b) | — | (6.6 | ) | (18.3 | ) | (24.9 | ) | |||||||||
Tax effect of adjustments | 34.3 | 7.1 | 6.3 | 47.7 | ||||||||||||
Balance at December 31, 2014 | $ | 68 | $ | (78.6 | ) | $ | 0.1 | $ | (10.5 | ) | ||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | The sources of income before taxes, classified between domestic and foreign entities are as follows: | |||||||||||
Pre-tax income | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | 758.6 | $ | 844.2 | $ | 909 | ||||||
Foreign | 68.1 | 71.4 | 35.2 | |||||||||
Total pre-tax income | $ | 826.7 | $ | 915.6 | $ | 944.2 | ||||||
Provision for Income Tax Expense (Benefit) | The provisions (benefits) for income taxes in the accompanying consolidated statements of operations consist of the `following: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 233.6 | $ | 231.6 | $ | 254.1 | ||||||
State | 30.1 | 29.9 | 35.1 | |||||||||
Foreign | 22.7 | 22.5 | 16.9 | |||||||||
$ | 286.4 | $ | 284 | $ | 306.1 | |||||||
Deferred: | ||||||||||||
Federal | $ | 29.1 | $ | 55.2 | $ | 58.3 | ||||||
State | 3.7 | 6.1 | 0.4 | |||||||||
Foreign | (5.1 | ) | (5.1 | ) | (5.4 | ) | ||||||
27.7 | 56.2 | 53.3 | ||||||||||
$ | 314.1 | $ | 340.2 | $ | 359.4 | |||||||
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rates on earnings before income taxes are reconciled to statutory federal income tax rates as follows: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal income tax effect | 2.7 | 2.6 | 2.4 | |||||||||
Other | 0.3 | (0.4 | ) | 0.7 | ||||||||
Effective rate | 38 | % | 37.2 | % | 38.1 | % | ||||||
Schedule of Deferred Tax Assets and Liabilities | 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, 2014 | December 31, 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Accounts receivable | $ | 12.9 | $ | 20.2 | ||||||||
Employee compensation and benefits | 110.7 | 83.4 | ||||||||||
Self insurance reserves | 27.6 | 17.8 | ||||||||||
Postretirement benefit obligation | 10.2 | 23.2 | ||||||||||
Acquisition and restructuring reserves | 20.1 | 20.6 | ||||||||||
Tax loss carryforwards | 69.1 | 58 | ||||||||||
Other | 2.4 | 3.8 | ||||||||||
253 | 227 | |||||||||||
Less: valuation allowance | (17.1 | ) | (16.5 | ) | ||||||||
Net deferred tax assets | $ | 235.9 | $ | 210.5 | ||||||||
Deferred tax liabilities: | ||||||||||||
Deferred earnings | $ | (15.8 | ) | $ | (15.1 | ) | ||||||
Intangible assets | (496.3 | ) | (463.4 | ) | ||||||||
Property, plant and equipment | (93.5 | ) | (86.4 | ) | ||||||||
Zero-coupon subordinated notes | (92.8 | ) | (106.7 | ) | ||||||||
Currency translation adjustment | (48.7 | ) | (77.9 | ) | ||||||||
Total gross deferred tax liabilities | (747.1 | ) | (749.5 | ) | ||||||||
Net deferred tax liabilities | $ | (511.2 | ) | $ | (539.0 | ) | ||||||
Reconciliation of Unrecognized Tax Benefits from Uncertain Tax Positions | The following table shows a reconciliation of the unrecognized income tax benefits from uncertain tax positions for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Balance as of January 1 | $ | 25.6 | $ | 36.4 | $ | 52.7 | ||||||
Increase in reserve for tax positions taken in the current year | — | 1.9 | 0.4 | |||||||||
Increase (decrease) in reserve for tax positions taken in a prior period | — | — | (8.0 | ) | ||||||||
Decrease in reserve as a result of settlements reached with tax authorities | — | (4.4 | ) | (0.1 | ) | |||||||
Decrease in reserve as a result of lapses in the statute of limitations | (8.9 | ) | (8.3 | ) | (8.6 | ) | ||||||
Balance as of December 31 | $ | 16.7 | $ | 25.6 | $ | 36.4 | ||||||
STOCK_COMPENSATION_PLANS_Table
STOCK COMPENSATION PLANS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Disclosure of Share Based Compensation Arrangements by Share Based Payment Awards | Changes in options outstanding under the plans for the period indicated were as follows: | ||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||
Options | Average | Average | Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
per Option | Contractual | ||||||||||||
Term | |||||||||||||
Outstanding at December 31, 2013 | 4.6 | $ | 80.18 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (1.3 | ) | 77.7 | ||||||||||
Cancelled | — | — | |||||||||||
Outstanding at December 31, 2014 | 3.3 | $ | 81.07 | 5.6 | $ | 88.1 | |||||||
Vested and expected to vest at December 31, 2014 | 3.3 | $ | 81.05 | 5.6 | $ | 88.1 | |||||||
Exercisable at December 31, 2014 | 2.8 | $ | 80.35 | 5.3 | $ | 76.1 | |||||||
Disclosure of the Impact of Stock Options Exercised | 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, 2014, 2013, and 2012 were as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash received by the Company | $ | 98.5 | $ | 158 | $ | 69.4 | |||||||
Tax benefits realized | $ | 12.3 | $ | 21.3 | $ | 9.7 | |||||||
Aggregate intrinsic value | $ | 32.1 | $ | 55.4 | $ | 25.3 | |||||||
Schedule of Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | The following table summarizes information concerning currently outstanding and exercisable options. | ||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Range of | Number | Weighted Average | Number | Weighted | |||||||||
Exercise Prices | Outstanding | Exercisable | Average | ||||||||||
Exercise | |||||||||||||
Remaining | Average | Price | |||||||||||
Contractual | Exercise | ||||||||||||
Life | Price | ||||||||||||
$ 6.80 - 59.37 | 0.1 | 1 | $57.59 | 0.1 | $57.59 | ||||||||
$59.38 - 67.60 | 0.2 | 3.9 | $60.51 | 0.2 | $60.51 | ||||||||
$67.61 - 75.63 | 0.7 | 4.5 | $71.99 | 0.7 | $71.99 | ||||||||
$75.64 - 80.37 | 0.3 | 2.4 | $80.03 | 0.3 | $80.03 | ||||||||
$80.38 - 98.49 | 2 | 6.8 | $87.43 | 1.4 | $88.35 | ||||||||
3.3 | 5.6 | $81.07 | 2.7 | $80.84 | |||||||||
Schedule of Stock Options, Valuation Assumptions | The following table shows the weighted average grant-date fair values of options issued during the respective year and the weighted average assumptions that the Company used to develop the fair value estimates: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Fair value per option | N/A | N/A | $ | 13.43 | |||||||||
Valuation assumptions | |||||||||||||
Weighted average expected life (in years) | N/A | N/A | 3.4 | ||||||||||
Risk free interest rate | N/A | N/A | 0.4 | % | |||||||||
Expected volatility | N/A | N/A | 0.2 | ||||||||||
Expected dividend yield | N/A | N/A | — | ||||||||||
The Company uses the Black-Scholes model to calculate the fair value of the employee’s purchase right. The fair value of the employee’s purchase right and the assumptions used in its calculation are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Fair value of the employee’s purchase right | $ | 19.48 | $ | 17.22 | $ | 23.02 | |||||||
Valuation assumptions | |||||||||||||
Risk free interest rate | 0.1 | % | 0.1 | % | 0.1 | % | |||||||
Expected volatility | 0.2 | 0.2 | 0.2 | ||||||||||
Expected dividend yield | — | — | — | ||||||||||
Schedule of Nonvested Share Activity | The following table shows a summary of non-vested shares for the year ended December 31, 2014: | ||||||||||||
Number of | Weighted- | ||||||||||||
Shares | Average | ||||||||||||
Grant Date | |||||||||||||
Fair Value | |||||||||||||
Non-vested at January 1, 2014 | 0.8 | $ | 90.7 | ||||||||||
Granted | 0.6 | 91.77 | |||||||||||
Vested | (0.2 | ) | 90.62 | ||||||||||
Canceled | (0.1 | ) | 90.61 | ||||||||||
Non-vested at December 31, 2014 | 1.1 | $ | 91.3 | ||||||||||
COMMITMENTS_AND_CONTINGENT_LIA1
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Future minimum rental commitments | The Company leases various facilities and equipment under non-cancelable lease arrangements. Future minimum rental commitments for leases with non-cancelable terms of one year or more at December 31, 2014 are as follows: | |||
Operating | ||||
2015 | $ | 109.9 | ||
2016 | 80.9 | |||
2017 | 58.8 | |||
2018 | 33.3 | |||
2019 | 15.5 | |||
Thereafter | 37.4 | |||
Total minimum lease payments | 335.8 | |||
Less: | ||||
Amounts included in restructuring and acquisition related accruals | (5.2 | ) | ||
Non-cancelable sub-lease income | — | |||
Total minimum operating lease payments | $ | 330.6 | ||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Population of Financial Assets and Liabilities Subject to Fair Value Measurements | The Company’s population of financial assets and liabilities subject to fair value measurements as of December 31, 2014 and 2013 are as follows: | |||||||||||||||
Fair Value Measurements as of | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Fair Value as of December 31, 2014 | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Noncontrolling interest put | $ | 17.7 | $ | — | $ | 17.7 | $ | — | ||||||||
Interest rate swap | 18.5 | — | 18.5 | — | ||||||||||||
Cash surrender value of life insurance policies | 41.9 | — | 41.9 | — | ||||||||||||
Deferred compensation liability | 43.4 | — | 43.4 | — | ||||||||||||
Fair Value Measurements as of | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Fair Value as of December 31, 2013 | Using Fair Value Hierarchy | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Noncontrolling interest put | $ | 19.4 | $ | — | $ | 19.4 | $ | — | ||||||||
Cash surrender value of life insurance policies | 35.1 | — | 35.1 | — | ||||||||||||
Deferred compensation liability | 36.3 | — | 36.3 | — | ||||||||||||
SUPPLEMENTAL_CASH_FLOW_INFORMA1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||||
Supplemental Cash Flow Information | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Supplemental schedule of cash flow information: | ||||||||||||
Cash paid during period for: | ||||||||||||
Interest | $ | 117.8 | $ | 97.2 | $ | 77.5 | ||||||
Income taxes, net of refunds | 284.1 | 301.5 | 306.2 | |||||||||
Disclosure of non-cash financing and investing activities: | ||||||||||||
Surrender of restricted stock awards and performance shares | 6.6 | 7.1 | 10.9 | |||||||||
Conversion of zero-coupon convertible debt | 9.9 | 10.3 | 3.8 | |||||||||
Assets acquired under capital leases | 29 | 13.1 | — | |||||||||
Accrued property, plant and equipment | 6.2 | 9.1 | 1.2 | |||||||||
QUARTERLY_DATA_UNAUDITED_Table
QUARTERLY DATA (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Quarterly data summary: | The following is a summary of unaudited quarterly data: | |||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||
1st | 2nd | 3rd | 4th | Full | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Net sales | $ | 1,430.70 | $ | 1,516.40 | $ | 1,551.80 | $ | 1,512.70 | $ | 6,011.60 | ||||||||||
Gross profit | 516.8 | 568.6 | 571.2 | 546.5 | 2,203.10 | |||||||||||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 113.1 | 141.3 | 137.2 | 119.6 | 511.2 | |||||||||||||||
Basic earnings per common share | 1.33 | 1.67 | 1.62 | 1.41 | 6.03 | |||||||||||||||
Diluted earnings per common share | 1.31 | 1.64 | 1.59 | 1.37 | 5.91 | |||||||||||||||
Year ended December 31, 2013 | ||||||||||||||||||||
1st | 2nd | 3rd | 4th | Full | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Net sales | $ | 1,440.90 | $ | 1,468.20 | $ | 1,462.20 | $ | 1,437.00 | $ | 5,808.30 | ||||||||||
Gross profit | 572.2 | 577.3 | 547.6 | 526.1 | 2,223.20 | |||||||||||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 147.2 | 151.9 | 148.3 | 126.4 | 573.8 | |||||||||||||||
Basic earnings per common share | 1.58 | 1.65 | 1.66 | 1.46 | 6.36 | |||||||||||||||
Diluted earnings per common share | 1.56 | 1.62 | 1.63 | 1.43 | 6.25 | |||||||||||||||
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts And Reserves (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Schedule to Financial Statments [Abstract] | ||||||||||||||||
Valuation and Qualifying Accounts | ||||||||||||||||
Balance at | Additions | -1 | Balance | |||||||||||||
beginning | Charged to Costs and Expense | Other | at end | |||||||||||||
of year | (Deductions)Additions | of year | ||||||||||||||
Year ended December 31, 2014: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 198.3 | $ | 276.5 | $ | (263.2 | ) | $ | 211.6 | |||||||
Valuation allowance-deferred tax assets | $ | 16.5 | $ | 0.6 | $ | — | $ | 17.1 | ||||||||
Year ended December 31, 2013: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 191.5 | $ | 254.8 | $ | (248.0 | ) | $ | 198.3 | |||||||
Valuation allowance-deferred tax assets | $ | 18.4 | $ | 0.2 | $ | (2.1 | ) | $ | 16.5 | |||||||
Year ended December 31, 2012: | ||||||||||||||||
Applied against asset accounts: | ||||||||||||||||
Allowance for doubtful accounts | $ | 197.6 | $ | 246 | $ | (252.1 | ) | $ | 191.5 | |||||||
Valuation allowance-deferred tax assets | $ | 14.4 | $ | 2.1 | $ | 1.9 | $ | 18.4 | ||||||||
(1) Other (Deductions) Additions consists primarily of write-offs of accounts receivable amounts. |
Business_Segments_Business_Seg
Business Segments Business Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenues: | |||||||||||||
Clinical laboratory diagnostics | $ | 5,682.20 | $ | 5,465.20 | $ | 5,336.40 | |||||||
Other | 329.4 | 343.1 | 335 | ||||||||||
Total net revenues | $ | 6,011.60 | $ | 5,808.30 | $ | 5,671.40 | |||||||
Operating earnings (loss): | |||||||||||||
Clinical laboratory diagnostics | $ | 1,461.90 | $ | 1,440.10 | $ | 1,435.40 | |||||||
Other | 82.4 | 93.9 | 96.8 | ||||||||||
General corporate expenses | (633.9 | ) | (543.1 | ) | (508.7 | ) | |||||||
Total operating income | 910.4 | 990.9 | 1,023.50 | ||||||||||
Non-operating expenses, net | (83.7 | ) | (75.3 | ) | (79.3 | ) | |||||||
Earnings before income taxes | 826.7 | 915.6 | 944.2 | ||||||||||
Provision for income taxes | 314.1 | 340.2 | 359.4 | ||||||||||
Net earnings | 512.6 | 575.4 | 584.8 | ||||||||||
Less: Net income attributable to noncontrolling interests | (1.4 | ) | (1.6 | ) | (1.7 | ) | |||||||
Net income attributable to Laboratory Corporation of America Holdings | $ | 511.2 | $ | 573.8 | $ | 583.1 | |||||||
2014 | 2013 | 2012 | |||||||||||
Depreciation and amortization: | |||||||||||||
Clinical laboratory diagnostics | $ | 180.3 | $ | 171.2 | $ | 169.1 | |||||||
Other | 9.8 | 9.2 | 8.1 | ||||||||||
General corporate | 44.2 | 42.1 | 40.3 | ||||||||||
Total depreciation and amortization | $ | 234.3 | $ | 222.5 | $ | 217.5 | |||||||
Debt_Convertible_Subordinated_
Debt - Convertible Subordinated Notes (Details) (Zero-coupon convertible subordinated notes [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Zero-coupon convertible subordinated notes [Member] | |
Debt Instrument [Line Items] | |
Contingent cash interest accrual rate | 0.13% |
Number of days used to establish average market price of zero coupon subordinated notes | 5 |
Note_11_Debt_Debt_Credit_Facil
Note 11 - Debt Debt - Credit Facilities(Details) | 12 Months Ended |
Dec. 31, 2014 | |
Quarters | |
Schedule of Available-for-sale Securities [Line Items] | |
Debt covenant, requirement for number of consecutive fiscal quarters | 4 |
Debt Covenant Requirement [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Debt to EBITDA (leverage) ratio | 3 |
Debt Covenant Actual [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Debt to EBITDA (leverage) ratio | 2.5 |
Note_14_Stock_Comp_Plan_Detail
Note 14 - Stock Comp Plan (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period (in years) | 3 years |
Exercise Price Range 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price range, lower range limit | 6.8 |
Exercise price range, upper range limit | 59.37 |
Exercise Price Range 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price range, lower range limit | 59.38 |
Exercise price range, upper range limit | 67.6 |
Exercise Price Range 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price range, lower range limit | 67.61 |
Exercise price range, upper range limit | 75.63 |
Exercise Price Range 4 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price range, lower range limit | 75.64 |
Exercise price range, upper range limit | 80.37 |
Exercise Price Range 5 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price range, lower range limit | 80.38 |
Exercise price range, upper range limit | 98.49 |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | ||||||||||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2015 | Feb. 19, 2015 | Dec. 19, 2014 | Nov. 01, 2013 | Aug. 23, 2012 | Nov. 20, 2014 | Nov. 02, 2014 | Jul. 31, 2012 | Jan. 30, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $10.40 | $5.80 | $0 | |||||||||||||||||
Employee Severance Benefits Related Restructuring Reserve Accrual Adjustment | 0.4 | 0.7 | 6.3 | |||||||||||||||||
Facility Related Restructuring Reserve Accrual Adjustment | 0.7 | 2.4 | 4.2 | |||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Goodwill, net | 3,099.40 | 3,022.80 | 3,099.40 | 3,022.80 | 2,901.70 | |||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 159.4 | 159.5 | 335.1 | |||||||||||||||||
Finite-lived Intangible Assets Acquired | 53.7 | |||||||||||||||||||
Goodwill, Acquired During Period | 81.8 | 127 | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,000 | |||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Weighted-average useful lives of identifiable intangible assets | 14 years 10 months 22 days | |||||||||||||||||||
Cash payments to acquire laboratory-related assets | 203.5 | 202.2 | 173.8 | |||||||||||||||||
Senior Notes, Noncurrent | 700 | 1,000 | ||||||||||||||||||
Noncontrolling Interest Put [Abstract] | ||||||||||||||||||||
Net sales | 1,512.70 | 1,551.80 | 1,516.40 | 1,430.70 | 1,437 | 1,462.20 | 1,468.20 | 1,440.90 | 6,011.60 | 5,808.30 | 5,671.40 | |||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 6.9 | |||||||||||||||||||
Proforma consolidated net revenue | 8,532.60 | |||||||||||||||||||
Laboratories and Related Assets [Member] | ||||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Cash payments to acquire laboratory-related assets | 95.8 | |||||||||||||||||||
LipoScience [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Acquisition, Share Price | $5.25 | |||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Business combination, recognized identifiable intangible assets acquired | 27.2 | |||||||||||||||||||
Business combination, recognized identifiable deferred tax liabilities assumed | 9.4 | |||||||||||||||||||
Goodwill, net | 17.4 | |||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 67.9 | |||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Weighted-average useful lives of identifiable intangible assets | 19 years 6 months | |||||||||||||||||||
Acquisitions excluding LipoScience [Member] | ||||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 91.5 | |||||||||||||||||||
Finite-lived Intangible Assets Acquired | 22 | |||||||||||||||||||
Goodwill, Acquired During Period | 63.4 | |||||||||||||||||||
Covance [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Acquisition, Transaction Costs | 10.8 | 10.8 | ||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Business Combination, Consideration Transferred | 6,200 | |||||||||||||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | 3,250 | 4,250 | ||||||||||||||||||
MEDTOX [Member] | ||||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Business acquisition, cost of acquired entity, purchase price | 236.4 | |||||||||||||||||||
Business combination, recognized identifiable intangible assets acquired | 78 | |||||||||||||||||||
Business combination, recognized identifiable deferred tax liabilities assumed | 33.2 | |||||||||||||||||||
Goodwill, net | 154.2 | |||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Weighted-average useful lives of identifiable intangible assets | 18 years | |||||||||||||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Other Special Charges | 18.6 | |||||||||||||||||||
Selling, General and Administrative Expenses [Member] | Covance [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Acquisition, Transaction Costs | 4.8 | 4.8 | ||||||||||||||||||
Interest Expense [Member] | Covance [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Acquisition, Transaction Costs | 6 | 6 | ||||||||||||||||||
Subsequent Event [Member] | Covance [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business Acquisition, Share Price | $75.76 | |||||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Rate | 26.86% | |||||||||||||||||||
Covance [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percent of shares owned following the transaction | 15.50% | |||||||||||||||||||
Business Acquisition, Transaction Costs | 33.8 | |||||||||||||||||||
Post combination acceleration of stock compensation expense | 47.2 | |||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Senior Notes, Noncurrent | 2,900 | |||||||||||||||||||
Noncontrolling Interest Put [Abstract] | ||||||||||||||||||||
Change in control and severance payments | 23.7 | |||||||||||||||||||
Covance [Member] | Covance [Member] | ||||||||||||||||||||
Purchase Price Allocation [Abstract] | ||||||||||||||||||||
Net Proceeds from Debt | 2,870.20 | |||||||||||||||||||
365-Day Debt Bridge Traunche [Member] | ||||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Capacity | 2,850 | |||||||||||||||||||
365-Day Debt Bridge Traunche [Member] | Covance [Member] | ||||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Capacity | 3,850 | |||||||||||||||||||
60-Day Debt Bridge Traunche [Domain] | ||||||||||||||||||||
Cost of Acquired Entity [Abstract] | ||||||||||||||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | $400 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Y | |||
Accounting Policies [Abstract] | |||
Number of primary laboratories (in number of laboratories) | 39 | ||
Minimum number of patient service centers (in number of service centers) | 1,750 | ||
Minimum number of employees (in number of employees) | 36,000 | ||
Minimum number of patient specimens processed daily (in number of patient specimens) | 500,000 | ||
Ownership percentage below which investments are generally accounted for on the cost method (in hundredths) | 20.00% | ||
Revenue from Medicare and Medicaid programs, percentage (in hundredths) | 15.00% | 16.00% | 17.60% |
Revenue from capitated agreements with certain managed care customers, percentage (in hundredths) | 3.50% | 3.20% | 3.00% |
Cash balances on deposit that exceed the balances insured by the F.D.I.C. | $49.30 | ||
Cash equivalents | 535 | ||
Accounts receivable balances (gross) from Medicare and Medicaid | 135.1 | 128.6 | |
Estimated useful life of capitalized software costs (in years) | 5 | ||
Minimum threshold percentage required to recognize income tax benefit (in hundredths) | 50.00% | ||
Accounts receivable from Ontario government sponsored healthcare plan | $22.40 | $33.20 | |
Percent of gross accounts receivable due from patients | 27.10% | 27.80% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NET SALES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $1,512.70 | $1,551.80 | $1,516.40 | $1,430.70 | $1,437 | $1,462.20 | $1,468.20 | $1,440.90 | $6,011.60 | $5,808.30 | $5,671.40 |
Routine Testing [Member] | |||||||||||
Net sales | 3,656.60 | 3,445.10 | 3,246.60 | ||||||||
Genomic and Esoteric Testing [Member] | |||||||||||
Net sales | 2,025.60 | 2,020.10 | 2,089.80 | ||||||||
Other Segments [Member] | |||||||||||
Net sales | $329.40 | $343.10 | $335 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income [Abstract] | |||||||||||
Net earnings, basic | $119.60 | $137.20 | $141.30 | $113.10 | $126.40 | $148.30 | $151.90 | $147.20 | $511.20 | $573.80 | $583.10 |
Net earnings, diluted | $511.20 | $573.80 | $583.10 | ||||||||
Shares [Abstract] | |||||||||||
Outstanding shares, basic (in shares) | 84.8 | 90.2 | 95.7 | ||||||||
Dilutive effect of stock options (in shares) | 1.1 | 1.1 | 0.8 | ||||||||
Dilutive effect of restricted stock awards and other (in shares) | 0 | 0 | 0.3 | ||||||||
Dilutive effect of convertible debt, net of tax (in shares) | 0.5 | 0.5 | 0.6 | ||||||||
Outstanding shares, diluted (in shares) | 86.4 | 91.8 | 97.4 | ||||||||
Per Share Amount [Abstract] | |||||||||||
Basic earnings per common share | $1.41 | $1.62 | $1.67 | $1.33 | $1.46 | $1.66 | $1.65 | $1.58 | $6.03 | $6.36 | $6.09 |
Diluted earnings per share (in dollars per share) | $1.37 | $1.59 | $1.64 | $1.31 | $1.43 | $1.63 | $1.62 | $1.56 | $5.91 | $6.25 | $5.99 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ANTIDILUTIVE SECURITIES EXCLUDED FROM EARNINGS PER SHARE (Details) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Stock Options (in shares) | 0 | 0.1 | 2.4 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PROPERTY, PLANT AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 3 years |
Minimum [Member] | Buildings and building improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 10 years |
Minimum [Member] | Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 3 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 5 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 10 years |
Maximum [Member] | Buildings and building improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 35 years |
Maximum [Member] | Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 10 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, minimum (years) | 10 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 10 years |
Minimum [Member] | Patents, Licenses And Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 3 years |
Minimum [Member] | Non-compete agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 5 years |
Minimum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 5 years |
Maximum [Member] | Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 30 years |
Maximum [Member] | Patents, Licenses And Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 15 years |
Maximum [Member] | Non-compete agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 10 years |
Maximum [Member] | Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of finite-lived intangible assets, minimum (years) | 10 years |
RESTRUCTURING_AND_OTHER_SPECIA1
RESTRUCTURING AND OTHER SPECIAL CHARGES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring and Related Activities [Abstract] | |||
Net restructuring charges | $17.80 | $21.80 | $25.30 |
Restructuring charges related to severance and other employee costs | 10.5 | 15.4 | 16.2 |
Restructuring charges related to contractual obligations associated with leased facilities and other facility related costs | 8.4 | 9.5 | 19.6 |
Reduction in prior employee severance benefits related restructuring accruals | 0.4 | 0.7 | 6.3 |
Reduction in prior facility related restructuring accruals | 0.7 | 2.4 | 4.2 |
Loss on disposal of European subsidiary | 6.9 | ||
Reduction in total prior restructuring accruals | 1.1 | ||
Selling, General and Administrative Expenses [Member] | |||
Restructuring and Related Activities [Abstract] | |||
Special charge related to write-off of certain assets and liabilities related to an investment | 18.6 | ||
Covance [Member] | |||
Restructuring and Related Activities [Abstract] | |||
Business Acquisition, Transaction Costs | 10.8 | ||
Covance [Member] | Selling, General and Administrative Expenses [Member] | |||
Restructuring and Related Activities [Abstract] | |||
Business Acquisition, Transaction Costs | 4.8 | ||
Covance [Member] | Interest Expense [Member] | |||
Restructuring and Related Activities [Abstract] | |||
Business Acquisition, Transaction Costs | $6 |
RESTRUCTURING_RESERVES_Details
RESTRUCTURING RESERVES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Cost and Reserve [Line Items] | |||
Employee Severance Benefits Related Restructuring Reserve Accrual Adjustment | $0.40 | $0.70 | $6.30 |
Number of years restructuring liabilities expected to be paid out over | 6 years | ||
Balance, beginning of period | 25.7 | ||
Restructuring charges | 18.9 | ||
Reduction of prior restructuring accruals | -1.1 | ||
Cash payments and other adjustments | -21.4 | ||
Balance, end of period | 22.1 | 25.7 | |
Current | 7.8 | 9.3 | |
Non-current | 14.3 | 16.4 | |
Facility Related Restructuring Reserve Accrual Adjustment | 0.7 | 2.4 | 4.2 |
Severance and Other Employee Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 0.8 | ||
Restructuring charges | 10.5 | ||
Reduction of prior restructuring accruals | -0.4 | ||
Cash payments and other adjustments | -10.5 | ||
Balance, end of period | 0.4 | ||
Lease and Other Facility Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 24.9 | ||
Restructuring charges | 8.4 | ||
Reduction of prior restructuring accruals | -0.7 | ||
Cash payments and other adjustments | -10.9 | ||
Balance, end of period | $21.70 |
JOINT_VENTURE_PARTNERSHIPS_AND2
JOINT VENTURE PARTNERSHIPS AND EQUITY METHOD INVESTMENTS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Joint venture partnerships and equity method investments, condensed unconsolidated financial information | |||
Current assets | $66 | $43.40 | |
Other assets | 43.3 | 40.9 | |
Total assets | 109.3 | 84.3 | |
Current liabilities | 28.2 | 21.9 | |
Other liabilities | 1.4 | 1.3 | |
Total liabilities | 29.6 | 23.2 | |
Partners' equity | 79.7 | 61.1 | |
Total liabilities and partners’ equity | 109.3 | 84.3 | |
Joint venture partnerships and equity method investments, condensed unconsolidated financial information, Income Statement | |||
Net sales | 283.8 | 255.2 | 249 |
Gross profit | 81.3 | 84.1 | 86.4 |
Net earnings | 31 | 37.7 | 42.2 |
The value of the Company's recorded investment in the Alberta partnership assigned to Canadian licenses | 41.3 | ||
Milwaukee, Wisconsin [Member] | |||
Investments in unconsolidated joint venture partnerships and equity method investments Financial Statement, Reported Amounts | |||
Net Investment | 20.5 | ||
Interest Owned | 50.00% | ||
Alberta, Canada [Member] | |||
Investments in unconsolidated joint venture partnerships and equity method investments Financial Statement, Reported Amounts | |||
Net Investment | 55.2 | ||
Interest Owned | 43.37% | ||
Charlotte, North Carolina [Member] | |||
Investments in unconsolidated joint venture partnerships and equity method investments Financial Statement, Reported Amounts | |||
Net Investment | 6.9 | ||
Florence, South Carolina [Member] | |||
Investments in unconsolidated joint venture partnerships and equity method investments Financial Statement, Reported Amounts | |||
Net Investment | $10 | ||
Interest Owned | 49.00% |
ACCOUNTS_RECEIVABLE_NET_Detail
ACCOUNTS RECEIVABLE, NET (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable, net [Abstract] | |||
Gross accounts receivable | $1,027.30 | $983 | |
Less allowance for doubtful accounts | -211.6 | -198.3 | |
Accounts receivable, net | 815.7 | 784.7 | |
Provision for doubtful accounts | $276.50 | $254.80 | $246 |
PROPERTY_PLANT_AND_EQUIPMENT_N2
PROPERTY, PLANT AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, plant and equipment, net | |||
Gross property, plant and equipment | $1,813 | $1,731.90 | |
Less accumulated depreciation and amortization of capital lease assets | -1,026.50 | -1,024.50 | |
Property, plant and equipment, net | 786.5 | 707.4 | |
Depreciation expense and amortization of capital lease assets | 157.6 | 144.7 | 141.1 |
Software depreciation | 38.5 | 39.3 | 35.1 |
Write off of fully depreciated assets | 36.8 | ||
Land [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 29.3 | 29 | |
Buildings and building improvements [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 201.8 | 188.8 | |
Machinery and equipment [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 719.8 | 712.1 | |
Software [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 434.7 | 404.9 | |
Leasehold improvements [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 200.1 | 196.5 | |
Furniture and Fixtures [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 57.7 | 58.1 | |
Construction in progress [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | 126.7 | 127.9 | |
Equipment under capital leases [Member] | |||
Property, plant and equipment, net | |||
Gross property, plant and equipment | $42.90 | $14.60 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $76.70 | $81.70 | $86.30 |
Finite-Lived Intangible Assets, Future Amortization Expense | |||
Estimated amortization expense, 2013 | 84.1 | ||
Estimated amortization expense, 2014 | 78.8 | ||
Estimated amortization expense, 2015 | 71.5 | ||
Estimated amortization expense, 2016 | 60.4 | ||
Estimated amortization expense, 2017 | 53.6 | ||
Estimated amortization expense, Thereafter | 462.2 | ||
Amount paid for diagnostic testing technology licensing rights | $0 | $0 | $2.50 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS - SCHEDULE OF GOODWILL (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ||
Goodwill | $3,099.40 | $3,022.80 |
Adjustments to goodwill | -5.2 | -5.9 |
Goodwill, Acquired During Period | 81.8 | 127 |
Goodwill [Roll Forward] | ||
Balance as of January 1 | 3,022.80 | 2,901.70 |
Adjustments to goodwill | -5.2 | -5.9 |
Goodwill, net | 3,099.40 | 3,022.80 |
Clinical diagnostics laboratory [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 3,042 | 2,960.20 |
Adjustments to goodwill | 0 | -4.4 |
Goodwill, Acquired During Period | 81.8 | 107.5 |
Goodwill [Roll Forward] | ||
Balance as of January 1 | 2,960.20 | 2,857.10 |
Adjustments to goodwill | 0 | -4.4 |
Goodwill, net | 3,042 | 2,960.20 |
Other Segments [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 57.4 | 62.6 |
Adjustments to goodwill | -5.2 | -1.5 |
Goodwill, Acquired During Period | 0 | 19.5 |
Goodwill [Roll Forward] | ||
Balance as of January 1 | 62.6 | 44.6 |
Adjustments to goodwill | -5.2 | -1.5 |
Goodwill, net | $57.40 | $62.60 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS - COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | $2,301.80 | $2,310.80 |
Accumulated Amortization | -826 | -738.8 |
Net Carrying Amount | 1,475.80 | 1,572 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | 1,361.60 | 1,327 |
Accumulated Amortization | -606.8 | -545.1 |
Net Carrying Amount | 754.8 | 781.9 |
Patents, licenses and technology [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | 125.9 | 116.2 |
Accumulated Amortization | -95.9 | -85.4 |
Net Carrying Amount | 30 | 30.8 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | 45.6 | 41.6 |
Accumulated Amortization | -31.7 | -25.3 |
Net Carrying Amount | 13.9 | 16.3 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | 133.3 | 131.4 |
Accumulated Amortization | -91.6 | -83 |
Net Carrying Amount | 41.7 | 48.4 |
Canadian licenses [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Gross Carrying Amount | 635.4 | 694.6 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $635.40 | $694.60 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS - SUMMARY OF ACQUIRED AMORTIZABLE INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $53.70 |
Weighted average amortization period (in years) | 14 years 10 months 22 days |
Customer relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 37.6 |
Weighted average amortization period (in years) | 17 years 9 months 1 day |
Patents, licenses and technology [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 9.8 |
Weighted average amortization period (in years) | 8 years 4 months 12 days |
Non-compete agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 4.2 |
Weighted average amortization period (in years) | 5 years |
Trade names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $2.10 |
Weighted average amortization period (in years) | 13 years 11 months 1 day |
ACCRUED_EXPENSES_AND_OTHER_Det
ACCRUED EXPENSES AND OTHER (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accrued expenses and other [Abstract] | ||
Employee compensation and benefits | $183.90 | $166 |
Self-insurance reserves | 54.2 | 33.3 |
Accrued taxes payable | 32 | 24.2 |
Royalty and license fees payable | 8.2 | 8.1 |
Restructuring reserves | 7.8 | 9.3 |
Acquisition related reserves | 7 | 14.2 |
Interest payable | 19.7 | 19.7 |
Other | 28.6 | 35.2 |
Total accrued expenses and other | $341.40 | $310 |
OTHER_LIABILITIES_Details
OTHER LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Post-retirement benefit obligation | $26.70 | $60.60 |
Defined benefit plan obligation | 117.9 | 80 |
Restructuring reserves | 14.3 | 16.4 |
Self-insurance reserves | 34.9 | 31.6 |
Acquisition related reserves | 2.2 | 7.2 |
Deferred revenue | 3.4 | 4 |
Deferred Compensation Liability, Classified, Noncurrent | 43.4 | 36.3 |
Workers' Compensation Liability, Noncurrent | 23.1 | 19.9 |
Other | 8.3 | 10.5 |
Total other liabilities | $274.20 | $266.50 |
DEBT_SCHEDULE_OF_SHORTTERM_DEB
DEBT - SCHEDULE OF SHORT-TERM DEBT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Short-term Debt [Line Items] | ||
Total short-term borrowings and current portion of long-term debt | $347.10 | $111.30 |
Capital Lease Obligations, Current | 3.2 | 0.5 |
Zero-coupon convertible subordinated notes [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term borrowings and current portion of long-term debt | 93.9 | 110.8 |
Senior notes due 2013 [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term borrowings and current portion of long-term debt | $250 | $0 |
DEBT_SCHEDULE_OF_LONGTERM_DEBT
DEBT - SCHEDULE OF LONG-TERM DEBT (Details) (USD $) | Dec. 31, 2014 | Dec. 19, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Credit Facility Option to Increase | $250 | ||
Long-term Debt, Excluding Current Maturities | 2,682.70 | 2,889.10 | |
Long-term Debt, Current Maturities | -343.9 | ||
Capital lease obligations, net of interest, current | -3.2 | ||
Long term and capital lease obligations, net of interest, current | -347.1 | ||
Capital Lease Obligations, Current | 6.9 | ||
Long-term Debt and Capital Lease Obligations, Current | 350.8 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 325 | ||
Total long-term debt | 2,643.50 | ||
Capital Lease Obligations, Noncurrent | 39.2 | 14.1 | |
Capital Leases, Future Minimum Payments Due in Two Years | 6.9 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two | 331.9 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 500 | ||
Capital Leases, Future Minimum Payments Due in Three Years | 7 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three | 507 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 400 | ||
Capital Leases, Future Minimum Payments Due in Four Years | 7.1 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four | 407.1 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 | ||
Capital Leases, Future Minimum Payments Due in Five Years | 6.7 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five | 6.7 | ||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 1,418.50 | ||
Capital Leases, Future Minimum Payments Due Thereafter | 31.1 | ||
Long-term Debt | 2,987.40 | ||
Capital lease obligations, net of interest | 42.4 | ||
Long term and capital lease obligations, net of interest | 3,029.80 | ||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five | 1,449.60 | ||
Capital Lease Obligations | 65.7 | ||
Long-term Debt and Capital Lease Obligations | 3,053.10 | ||
Long term debt, future minimum payments, interest included in payments | 0 | ||
Capital Leases, Future Minimum Payments, Interest Included in Payments | -23.3 | ||
Long term and capital lease future minimum payments, interest included in payments | -23.3 | ||
Long term and capital lease obligations, net of interest, noncurrent | 2,682.70 | ||
Senior notes due 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 0 | 250 | |
Senior notes due 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 325 | 325 | |
Senior notes due 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 500 | 500 | |
Senior notes due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 400 | 400 | |
Senior notes due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 600 | 600 | |
Long-term debt, including fair value hedge of interest rate swap, excluding current maturitites | 618.5 | ||
Senior notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | 500 | 500 | |
Senior notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Excluding Current Maturities | $300 | $300 |
DEBT_CREDIT_FACILITIES_Details
DEBT - CREDIT FACILITIES (Details) (USD $) | 12 Months Ended | 3 Months Ended | |||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 19, 2014 | Dec. 31, 2013 | Nov. 02, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 18, 2015 |
Quarters | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt, less current portion | $2,682.70 | 2,682.70 | $2,889.10 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,000 | ||||||||
Debt covenant, requirement for number of consecutive fiscal quarters | 4 | ||||||||
Credit Facility Option to Increase | 250 | ||||||||
Credit Facility, Maximum Swing Line Borrowings | 100 | ||||||||
Debt Covenant Requirement [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt to EBITDA (leverage) ratio | 3 | 3 | |||||||
Debt Covenant Actual [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt to EBITDA (leverage) ratio | 2.5 | 2.5 | |||||||
Covance [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | 3,250 | 4,250 | |||||||
Credit Facility [Domain] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Short-term Debt, Terms | P364D | ||||||||
365-Day Debt Bridge Traunche [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Capacity | 2,850 | ||||||||
365-Day Debt Bridge Traunche [Member] | Covance [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Capacity | 3,850 | ||||||||
60-Day Debt Bridge Traunche [Domain] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | 400 | ||||||||
Short-term Debt, Terms | P60D | ||||||||
Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Credit Facility, Maximum Letters of Credit | $125 | ||||||||
Line of Credit Facility, Initiation Date | 19-Dec-14 | ||||||||
Debt to EBITDA (leverage) ratio | 2,500,000 | 2,500,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 1.10% | 1.10% | |||||||
Covance [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt to EBITDA (leverage) ratio | 3.75 | 4.25 | 4.75 | 3.75 | |||||
Prime Rate [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 0.00% to 0.60% | ||||||||
Prime Rate [Member] | 60-Day Debt Bridge Traunche [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 0.25% to 1.00% | ||||||||
Prime Rate [Member] | Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 0.125% to 1.00% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Commitment Fee Description | 0.125% to 0.40% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 1.00% to 1.60% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | 60-Day Debt Bridge Traunche [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 1.25% to 2.00% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Interest Rate Description | 1.125% to 2.00% |
DEBT_COVERTIBLE_SUBORDINATED_N
DEBT - COVERTIBLE SUBORDINATED NOTES (Details) (USD $) | 12 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | |||
Payments On Zero Coupon Subordinated Notes | $18,900,000 | $21,500,000 | $8,200,000 |
Common stock issued upon conversion of zero-coupon subordinated notes (in shares) | 0.1 | 0.1 | 0 |
Zero-coupon convertible subordinated notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount at maturity of zero-coupon subordinated notes outstanding | 106,900,000 | 128,800,000 | |
Issued price per principal amount at maturity | 671.65 | ||
Principal amount of zero-coupon subordinated notes | 1,000 | ||
Annual yield to maturity | 2.00% | ||
Stock conversion rate for zero-coupon subordinated notes (per thousand) | 13.4108 | ||
Minimum number of trading days in a period the common stock sale price must meet a specified threshold to trigger conversion price (in days) | 20 | ||
Number of consecutive trading days ending on the last trading day of the preceding quarter for the common stock sale price to reach a specified threshold to trigger conversion price (in days) | 30 | ||
Common stock sales price threshold, beginning | 120.00% | ||
Common stock sales price threshold, declining per quarter | 0.13% | ||
Common stock sales price threshold, ending | 110.00% | ||
Conversion trigger price, current period (per share) | $73.97 | ||
Principal Amount At Maturity Of Zero Coupon Subordinated Notes Converted | 21,900,000 | 25,500,000 | |
Value Of Cash And Common Stock In Connection With Conversions Of Zero Coupon Subordinated Notes Settled In Current Period | 28,700,000 | 31,800,000 | |
Payments On Zero Coupon Subordinated Notes | 18,900,000 | 21,500,000 | |
Common stock issued upon conversion of zero-coupon subordinated notes (in shares) | 0.1 | 0.1 | |
Tax Benefit Realized Upon Conversion Of Zero Coupon Convertible Debt | $3,800,000 | $3,400,000 | |
Contingent cash interest accrual rate period | September 12, 2014 to March 11, 2015 | ||
Contingent cash interest accrual rate description | no less than 0.125% of the average market price of a zero-coupon subordinated note for the five trading days ended September 9, 2014, in addition to the continued accrual of the original issue discount | ||
Contingent cash interest accrual rate | 0.13% | ||
Number of days used to establish average market price of zero coupon subordinated notes | 5 | ||
Debt Conversion Announcement Date | 2-Jan-15 | ||
Debt Conversion Date Of Subordinated Notes And Indenture | 24-Oct-06 | ||
Zero Coupon Subordinated Notes Convertible Earliest Date | 1-Jan-15 | ||
Zero Coupon Subordinated Notes Convertible Latest Date | 31-Mar-15 |
DEBT_SENIOR_NOTES_Details
DEBT - SENIOR NOTES (Details) (USD $) | 15 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 19, 2014 | Dec. 31, 2013 | Nov. 01, 2013 | Aug. 23, 2012 | Jan. 30, 2015 | Nov. 02, 2014 |
Debt Instrument [Line Items] | ||||||||
Credit Facility, Maximum Swing Line Borrowings | $100 | |||||||
Senior Notes, Noncurrent | 700 | 1,000 | ||||||
Long-term debt, less current portion | 2,682.70 | 2,889.10 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of Lines of Credit | 625 | |||||||
Senior notes due 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 400 | |||||||
Interest rate (in hundredths) | 2.50% | |||||||
Long-term debt, less current portion | 400 | 400 | ||||||
Senior notes due 2023 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 300 | |||||||
Interest rate (in hundredths) | 4.00% | |||||||
Long-term debt, less current portion | 300 | 300 | ||||||
Senior notes due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (in hundredths) | 4.63% | |||||||
Senior notes due 2017 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 500 | |||||||
Interest rate (in hundredths) | 2.20% | |||||||
Long-term debt, less current portion | 500 | 500 | ||||||
Senior notes due 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 500 | |||||||
Interest rate (in hundredths) | 3.75% | |||||||
Long-term debt, less current portion | 500 | 500 | ||||||
Senior notes due 2016 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, less current portion | 325 | 325 | ||||||
Senior notes due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, less current portion | 600 | 600 | ||||||
Senior notes due 2015 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate (in hundredths) | 5.63% | |||||||
Periodic payments, frequency | semi-annually | |||||||
Long-term debt, less current portion | 0 | 250 | ||||||
Covance [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 2,900 | |||||||
Covance [Member] | Senior notes due 2045 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 900 | |||||||
Interest rate (in hundredths) | 4.70% | |||||||
Covance [Member] | Senior notes due 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 500 | |||||||
Interest rate (in hundredths) | 2.63% | |||||||
Covance [Member] | Senior notes due 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 500 | |||||||
Interest rate (in hundredths) | 3.20% | |||||||
Covance [Member] | Senior notes due 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior Notes, Noncurrent | 1,000 | |||||||
Interest rate (in hundredths) | 3.60% | |||||||
Covance [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | $3,250 | $4,250 |
PREFERRED_STOCK_AND_COMMON_SHA2
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stockholders' Equity Note [Abstract] | ||||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $0.10 | $10.10 | $0 | $0 |
Common shares issued and outstanding [Abstract] | ||||
Common shares issued | 107.1 | 108.1 | 115.8 | |
In treasury | -22.5 | -22.4 | -22.3 | |
Outstanding | 84.6 | 85.7 | ||
Common stock, shares authorized (in shares) | 265 | |||
Common stock, par value per share (in dollars per share) | $0.10 | |||
Preferred stock, shares authorized (in shares) | 30 | |||
Preferred stock, par value per share (in dollars per share) | $0.10 | |||
Rollforward of common shares issued [Abstract] | ||||
Common shares issued, beginning balance (in shares) | 108.1 | 115.8 | 120 | |
Common stock issued under employee stock plans (in shares) | 1.6 | 2.6 | 1.6 | |
Common stock issued upon conversion of zero-coupon subordinated notes (in shares) | 0.1 | 0.1 | 0 | |
Common shares repurchased (in shares) | -2.7 | -10.4 | -5.8 | |
Common shares issued, ending balance (in shares) | 107.1 | 108.1 | 115.8 | |
Rollforward of common shares held in treasury [Abstract] | ||||
Common shares held in treasury, beginning balance | 22.4 | 22.3 | 22.2 | |
Surrender of restricted stock and performance share awards | 0.1 | 0.1 | 0.1 | |
Common shares held in treasury, ending balance | 22.5 | 22.4 | 22.3 | |
Share repurchase program [Abstract] | ||||
Purchase of common stock (Shares) | 2.7 | |||
Purchase of common stock | -269 | -1,015.60 | -516.5 | |
Outstanding common stock repurchase authorization | 789.5 | |||
Foreign Currency Translation Adjustments | ||||
Foreign Currency Translation Adjustments, balance | 123.2 | 162.9 | 143.5 | |
Current year adjustments, Foreign Currency Translation Adjustments | -89.5 | -63.2 | 31.3 | |
Tax effect of adjustments, Foreign Currency Translation Adjustments | 34.3 | 23.5 | -11.9 | |
Foreign Currency Translation Adjustments, balance | 68 | 123.2 | 162.9 | |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax | -12 | 31.6 | -4.8 | |
Net Benefit Plan Adjustments | ||||
Net Benefit Plan Adjustments, balance | -67.1 | -93.5 | -98 | |
Tax effect of adjustments, Net Benefit Plan Adjustments | 7.1 | -15.7 | -2.8 | |
Net Benefit Plan Adjustments, balance | -78.6 | -67.1 | -93.5 | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax | 6.3 | -6.3 | 0 | |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | -16.3 | 16.4 | 0 | |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | -99.5 | -15.2 | 26.5 | |
Accumulated Other Comprehensive Earnings | ||||
Accumulated Other Comprehensive Earnings, balance | 10.5 | -66.2 | -69.4 | -45.5 |
Tax effect of adjustments, Accumulated Other Comprehensive Earnings | 47.7 | 1.5 | -14.7 | |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax | 0 | 0 | 0 | |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | -6.6 | 10.5 | 12.1 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax | -18.3 | 0 | 0 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | -24.9 | 10.5 | 12.1 | |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Reclassification Adjustments and Tax | $2 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pre-tax income [Abstract] | |||
Domestic | $758.60 | $844.20 | $909 |
Foreign | 68.1 | 71.4 | 35.2 |
Total pre-tax income | 826.7 | 915.6 | 944.2 |
Current: | |||
Federal | 233.6 | 231.6 | 254.1 |
State | 30.1 | 29.9 | 35.1 |
Foreign | 22.7 | 22.5 | 16.9 |
Total current income taxes | 286.4 | 284 | 306.1 |
Deferred: | |||
Federal | 29.1 | 55.2 | 58.3 |
State | 3.7 | 6.1 | 0.4 |
Foreign | -5.1 | -5.1 | -5.4 |
Total deferred income taxes | 27.7 | 56.2 | 53.3 |
Total income tax provision | 314.1 | 340.2 | 359.4 |
Tax benefit associated with option exercises from stock plans | 5.9 | 10.6 | 8.4 |
Federal statutory tax rate reconciliation [Abstract] | |||
Statutory federal rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal income tax effect | 2.70% | 2.60% | 2.40% |
Other | 0.30% | -0.40% | 0.70% |
Effective rate | 38.00% | 37.20% | 38.10% |
Deferred tax assets: | |||
Accounts receivable | 12.9 | 20.2 | |
Employee compensation and benefits | 110.7 | 83.4 | |
Self insurance reserves | 27.6 | 17.8 | |
Postretirement benefit obligation | 10.2 | 23.2 | |
Acquisition and restructuring reserves | 20.1 | 20.6 | |
Tax loss carryforwards | 69.1 | 58 | |
Other | 2.4 | 3.8 | |
Total deferred tax assets | 253 | 227 | |
Less: valuation allowance | -17.1 | -16.5 | |
Net deferred tax assets | 235.9 | 210.5 | |
Deferred tax liabilities: | |||
Deferred earnings | -15.8 | -15.1 | |
Intangible assets | -496.3 | -463.4 | |
Property, plant and equipment | -93.5 | -86.4 | |
Zero-coupon subordinated notes | -92.8 | -106.7 | |
Currency translation adjustment | -48.7 | -77.9 | |
Total gross deferred tax liabilities | -747.1 | -749.5 | |
Net deferred tax liabilities | -511.2 | -539 | |
Foreign tax loss carryovers | 9 | ||
Foreign tax loss carryovers, expiration dates | full valuation allowance | ||
Federal tax loss carryovers | 58.2 | ||
Federal tax loss carryovers, expiration dates | expiring periodically through 2031 | ||
Capital loss carryover | 1.9 | ||
Gross unrecognized income tax benefits | 16.7 | 25.6 | 36.4 |
Accrued interest and penalties related to unrecognized income tax benefits | 8.2 | 9.3 | |
Interest and penalties expense related to unrecognized income tax benefits | 2.2 | 2.4 | 3 |
Interest and penalties benefit related to unrecognized income tax benefits | 3.3 | 2.9 | 3.9 |
Reconciliation of unrecognized tax benefits [Roll Forward] | |||
Balance as of January 1 | 25.6 | 36.4 | 52.7 |
Increase in reserve for tax positions taken in the current year | 0 | 1.9 | 0.4 |
Increase (decrease) in reserve for tax positions taken in a prior period | 0 | 0 | -8 |
Decrease in reserve as a result of settlements reached with tax authorities | 0 | -4.4 | -0.1 |
Decrease in reserve as a result of lapses in the statute of limitations | -8.9 | -8.3 | -8.6 |
Balance as of December 31 | 16.7 | 25.6 | 36.4 |
Unrecognized income tax benefits that would impact effective tax rate | 16.7 | 25.6 | |
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | 1.9 | ||
Undistributed Earnings of Foreign Subsidiaries | $29.50 |
STOCK_COMPENSATION_PLANS_Detai
STOCK COMPENSATION PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Changes in Options Outstanding Under the Stock Incentive Plans [Rollforward] | |||
Shares authorized for issuance under the 2008 and 2000 Stock Incentive Plans | 10.2 | ||
Shares available for grant under the Company's stock option plans | 6.1 | ||
Award vesting period (in years) | 3 years | ||
Stock Options Vested and Expected to Vest at December 31, 2011 | |||
Aggregate intrinsic value, vested and expected to vest options | $88.10 | ||
Stock Options Exercised, Impact Disclosures | |||
Cash received by the Company | 98.5 | 158 | 69.4 |
Tax benefits realized | 12.3 | 21.3 | 9.7 |
Aggregate intrinsic value | 32.1 | 55.4 | 25.3 |
Assumptions the Company Used to Develop Fair Value Estimates | |||
Fair value per option | $13.43 | ||
Fair value of the employee's purchase right | $19.48 | $17.22 | $23.02 |
Fair Values of Options Granted and the Employee's Purchase Right in the Stock Purchase Plan | |||
Stock option plan expense | 6.9 | 14.5 | 21.5 |
Restricted Stock and Performance Shares | |||
Restricted stock, vesting increment | one third increments beginning on the first anniversary of the grant | ||
Performance share awards, vesting conditions | Performance share awards are subject to certain earnings per share, revenue, operating income, earnings before income taxes and total shareholder return targets | ||
Restricted stock and performance share compensation expense | 34.8 | 19.3 | 14.3 |
Unrecognized compensation cost related to nonvested restricted stock and performance share-based compensation arrangements | 40 | ||
Unrecognized compensation cost weighted average expected future recognition period (in years) | 1 year 8 months 18 days | ||
Employee Stock Purchase Plan Disclosure | |||
Shares of common stock authorized for issuance under the employee stock purchase plan | 6.3 | ||
The employee stock purchase plan permits employees to purchase shares of common stock at a certain percentage of the market price (in hundredths) | 85.00% | ||
Number of shares purchased by eligible employees | 0.2 | ||
Expense related to the Company's employee stock purchase plan | 4 | 3.5 | 4.9 |
Employee Stock Purchase Plan [Member] | |||
Assumptions the Company Used to Develop Fair Value Estimates | |||
Risk free interest rate | 0.10% | 0.10% | 0.10% |
Expected volatility | 20.00% | 20.00% | 20.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Restricted Stock and Performance Shares [Member] | |||
Summary of Nonvested Shares | |||
Nonvested, beginning of period | 0.8 | ||
Number of options granted | 0.6 | ||
Number of options vested | -0.2 | ||
Nonvested, end of period | 1.1 | ||
Weighted-average grant date fair value, nonvested, beginning of period | $90.70 | ||
Weighted-average grant date fair value, granted | $91.77 | ||
Weighted-average grant date fair value, vested | $90.62 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0.1 | ||
Weighted-average grant date fair value, nonvested, end of period | $91.30 | ||
Employee Stock Purchase Plan Disclosure | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $90.61 | ||
Stock Options [Member] | |||
Changes in Options Outstanding Under the Stock Incentive Plans, Additional Disclosures | |||
Number of options outstanding, beginning balance | 4.6 | ||
Number of options granted | 0 | ||
Number of options exercised | -1.3 | ||
Number of options cancelled | 0 | ||
Number of options outstanding, ending balance | 3.3 | ||
Weighted-average exercise price per option, outstanding, beginning balance | $80.18 | ||
Weighted-average exercise price per option granted | $0 | ||
Weighted-average exercise price per option exercised | $77.70 | ||
Weighted-average exercise price per option cancelled | $0 | ||
Weighted-average exercise price per option, outstanding, ending balance | $81.07 | ||
Weighted-average remaining contractual term of options outstanding (in years) | 5 years 7 months | ||
Aggregate intrinsic value of options outstanding | 88.1 | ||
Stock Options Vested and Expected to Vest at December 31, 2011 | |||
Number of options vested and expected to vest | 3.3 | ||
Weighted-average exercise price per option, vested and expected to vest options | $81.05 | ||
Weighted-average exercise price per exercisable option | $80.35 | ||
Weighted-average remaining contractual term, vested and expected to vest options (in years) | 5 years 7 months | ||
Number of options exercisable | 2.8 | ||
Weighted-average remaining contractual term, exercisable options (in years) | 5 years 3 months | ||
Aggregate intrinsic value, exercisable options | $76.10 | ||
Assumptions the Company Used to Develop Fair Value Estimates | |||
Weighted average expected life (in years) | 3 years 4 months 24 days | ||
Risk free interest rate | 0.40% | ||
Expected volatility | 20.00% | ||
Expected dividend yield | 0.00% |
STOCK_COMPENSATION_PLANS_Sched
STOCK COMPENSATION PLANS (Schedule of Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices) (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Number Outstanding | 3.3 |
Options outstanding, weighted-average remaining contractual life (in years) | 5 years 7 months |
Options outstanding, weighted-average exercise price | $81.07 |
Options exercisable | 2.7 |
Options exercisable, weighted-average exercise price | $80.84 |
Exercise Price Range 1 [Member] | |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Exercise price range, lower range limit | $6.80 |
Exercise price range, upper range limit | $59.37 |
Number Outstanding | 0.1 |
Options outstanding, weighted-average remaining contractual life (in years) | 1 year |
Options outstanding, weighted-average exercise price | $57.59 |
Options exercisable | 0.1 |
Options exercisable, weighted-average exercise price | $57.59 |
Exercise Price Range 2 [Member] | |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Exercise price range, lower range limit | $59.38 |
Exercise price range, upper range limit | $67.60 |
Number Outstanding | 0.2 |
Options outstanding, weighted-average remaining contractual life (in years) | 3 years 11 months |
Options outstanding, weighted-average exercise price | $60.51 |
Options exercisable | 0.2 |
Options exercisable, weighted-average exercise price | $60.51 |
Exercise Price Range 3 [Member] | |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Exercise price range, lower range limit | $67.61 |
Exercise price range, upper range limit | $75.63 |
Number Outstanding | 0.7 |
Options outstanding, weighted-average remaining contractual life (in years) | 4 years 6 months |
Options outstanding, weighted-average exercise price | $71.99 |
Options exercisable | 0.7 |
Options exercisable, weighted-average exercise price | $71.99 |
Exercise Price Range 4 [Member] | |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Exercise price range, lower range limit | $75.64 |
Exercise price range, upper range limit | $80.37 |
Number Outstanding | 0.3 |
Options outstanding, weighted-average remaining contractual life (in years) | 2 years 5 months |
Options outstanding, weighted-average exercise price | $80.03 |
Options exercisable | 0.3 |
Options exercisable, weighted-average exercise price | $80.03 |
Exercise Price Range 5 [Member] | |
Options Outstanding and Exercisable at December 31, 2013, by Range of Exercise Prices | |
Exercise price range, lower range limit | $80.38 |
Exercise price range, upper range limit | $98.49 |
Number Outstanding | 2 |
Options outstanding, weighted-average remaining contractual life (in years) | 6 years 9 months |
Options outstanding, weighted-average exercise price | $87.43 |
Options exercisable | 1.4 |
Options exercisable, weighted-average exercise price | $88.35 |
Details
(Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2014 |
Loss Contingencies [Line Items] | ||
Loss related to litigation settlement | $34.50 | |
Previously recorded litigation reserve in connection with false claims act lawsuit | 15 | |
Payment of legal settlement | $49.50 |
COMMITMENTS_AND_CONTINGENT_LIA2
COMMITMENTS AND CONTINGENT LIABILITIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 72 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 24, 2012 | Jun. 30, 2011 |
Subpoenas | Recipients | |||||||
Loss Contingencies [Line Items] | ||||||||
Loss related to litigation settlement | $34.50 | |||||||
Previously recorded litigation reserve in connection with false claims act lawsuit | 15 | |||||||
Payment of legal settlement | 49.5 | |||||||
Number of putative class actions | 2 | |||||||
Loss Contingency, Damages Awarded, Value | 50 | |||||||
Company's apportioned responsibility | 50.00% | |||||||
Co-defendant's apportioned responsibility | 50.00% | |||||||
Loss Contingency Damages Awarded Gross | 20.8 | |||||||
Reduction for Plaintiff Negligence | 25.00% | |||||||
Loss Contingency Damages Awarded Net | 15.8 | |||||||
Loss contingency reduced damages awarded gross | 5 | |||||||
Loss contingency reduced damages awarded net | 4.4 | |||||||
Number of recipients | 39 | |||||||
Proposed damages per violation | 0.0005 | |||||||
Letters of credit | 42.5 | |||||||
Future minimum rental commitments [Abstract] | ||||||||
2013 | 109.9 | |||||||
2014 | 80.9 | |||||||
2015 | 58.8 | |||||||
2016 | 33.3 | |||||||
2017 | 15.5 | |||||||
Thereafter | 37.4 | |||||||
Total minimum lease payments | 335.8 | |||||||
Less: amounts included in restructuring and acquisition related accruals | -5.2 | |||||||
Less: non-cancelable sub-lease income | 0 | |||||||
Total minimum operating lease payments | 330.6 | |||||||
Rental expense | $239.20 | $235.70 | $226 | |||||
Medicaid Billing [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of subpoenas received | 4 | |||||||
Tri State Clinical Laboratory Services LLC [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Ownership interest percentage, parent | 50.00% |
PENSION_AND_POSTRETIREMENT_PLA
PENSION AND POSTRETIREMENT PLANS (Details) (USD $) | 12 Months Ended | |||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Maximum deferral percentage of annual base salary | 50.00% | |||||||||||||||||
Defined Benefit Plan, Funded Status of Plan | $119.60 | $81.60 | ||||||||||||||||
Minimum non-elective contribution (NEC) % for the 401(K) plan (in hundredths) | 3.00% | |||||||||||||||||
Discretionary contribution % for the 401(K) plan, range minimum (in hundredths) | 1.00% | |||||||||||||||||
Discretionary contribution % for the 401(K) plan, range maximum (in hundredths) | 3.00% | |||||||||||||||||
Defined contribution retirement plan cost | 51.6 | 49.4 | 49 | |||||||||||||||
Company contributions to the defined benefit retirement plan | 12.4 | 8.4 | 11.3 | |||||||||||||||
Defined Benefit Plans, Changes in Fair Value of Plan Assets [Roll Forward] | ||||||||||||||||||
Fair value of plan assets at beginning of year | 268.1 | |||||||||||||||||
Fair value of plan assets at end of year | 269.1 | 268.1 | ||||||||||||||||
Defined Benefit Plans, Assets, Target Allocations [Abstract] | ||||||||||||||||||
Pension and Other Postretirement Benefits Disclosure [Text Block] | PENSION AND POSTRETIREMENT PLANS | |||||||||||||||||
Pension Plans | ||||||||||||||||||
The Company has a defined benefit retirement plan (the "Company Plan") and a nonqualified supplemental retirement plan (the “PEP”). Both plans have been closed to new participants since December 31, 2009. Employees participating in the Company Plan and the PEP no longer earn service-based credits, but continue to earn interest credits. In addition, effective January 1, 2010, all employees eligible for the defined contribution retirement plan (the “401K Plan”) receive a minimum 3% non-elective contribution (“NEC”) concurrent with each payroll period. Employees are not required to make a contribution to the 401K Plan to receive the NEC. The NEC is non-forfeitable and vests immediately. The 401K Plan also permits discretionary contributions by the Company of up to 1% and up to 3% of pay for eligible employees based on service. | ||||||||||||||||||
The Company’s 401K Plan covers substantially all employees. Prior to 2010, Company contributions to the plan were based on a percentage of employee contributions. In 2013, 2012 and 2011, the Company made non-elective and discretionary contributions to the plan. Non-elective and discretionary contributions were $51.6, $49.4 and $49.0 in 2014, 2013 and 2012, respectively. | ||||||||||||||||||
In addition, the Company Plan covers substantially all employees hired prior to December 31, 2009. The benefits to be paid under the Company Plan are based on years of credited service through December 31, 2009, interest credits and average compensation. The Company’s 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 $12.4, $8.4 and $11.3 in 2014, 2013 and 2012, respectively. | ||||||||||||||||||
The PEP covers the Company’s senior management group. Prior to 2010, the PEP provided 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. Effective January 1, 2010, employees participating in the PEP no longer earn service-based credits. The PEP is an unfunded plan. | ||||||||||||||||||
Projected pension expense for the Company Plan and the PEP is expected to increase to $11.6 in 2015. This amount excludes any accelerated recognition of pension cost due to the total lump-sum payouts exceeding certain components of net periodic pension cost in a fiscal year. If such levels were to be met in 2015, the Company projects that it would result in additional pension expense of several million dollars. The actual amount would be determined in the fiscal quarter when the lump-sum payments cross the threshold and would be based upon the plan's funded status and actuarial assumptions in effect at that time. | ||||||||||||||||||
The Company plans to make contributions of $11.1 to the Company Plan during 2015. | ||||||||||||||||||
The effect on operations for both the Company Plan and the PEP are summarized as follows: | ||||||||||||||||||
Year ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Service cost for benefits earned | $ | 3.4 | $ | 3.1 | $ | 2.4 | ||||||||||||
Interest cost on benefit obligation | 16.4 | 14.7 | 14.9 | |||||||||||||||
Expected return on plan assets | (18.3 | ) | (17.3 | ) | (17.3 | ) | ||||||||||||
Net amortization and deferral | 6.6 | 10.5 | 12.1 | |||||||||||||||
Defined benefit plan costs | $ | 8.1 | $ | 11 | $ | 12.1 | ||||||||||||
Amounts included in accumulated other comprehensive earnings consist of unamortized net loss of $142.2. The accumulated other comprehensive earnings that are expected to be recognized as components of the defined benefit plan costs during 2015 are $11.1 related to amortization of the net loss. | ||||||||||||||||||
A summary of the changes in the projected benefit obligations of the Company Plan and the PEP are summarized as follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Balance at January 1 | $ | 349.7 | $ | 380.7 | ||||||||||||||
Service cost | 3.4 | 3.1 | ||||||||||||||||
Interest cost | 16.4 | 14.7 | ||||||||||||||||
Actuarial (gain)/loss | 47.1 | (22.1 | ) | |||||||||||||||
Benefits and administrative expenses paid | (28.0 | ) | (26.7 | ) | ||||||||||||||
Balance at December 31 | $ | 388.6 | $ | 349.7 | ||||||||||||||
The Accumulated Benefit Obligation was $388.6 and $349.7 at December 31, 2014 and 2013, respectively. | ||||||||||||||||||
A summary of the changes in the fair value of plan assets follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 268.1 | $ | 256.8 | ||||||||||||||
Actual return on plan assets | 15.2 | 28.1 | ||||||||||||||||
Employer contributions | 13.8 | 9.9 | ||||||||||||||||
Benefits and administrative expenses paid | (28.0 | ) | (26.7 | ) | ||||||||||||||
Fair value of plan assets at end of year | $ | 269.1 | $ | 268.1 | ||||||||||||||
The net funded status of the Company Plan and the PEP at December 31: | ||||||||||||||||||
Funded status | $ | 119.6 | $ | 81.6 | ||||||||||||||
Recorded as: | ||||||||||||||||||
Accrued expenses and other | $ | 1.7 | $ | 1.6 | ||||||||||||||
Other liabilities | 117.9 | 80 | ||||||||||||||||
$ | 119.6 | $ | 81.6 | |||||||||||||||
Weighted average assumptions used in the accounting for the Company Plan and the PEP are summarized as follows: | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Discount rate | 4 | % | 4.8 | % | 4 | % | ||||||||||||
Expected long term rate of return | 7 | % | 7 | % | 7 | % | ||||||||||||
The Company also updated the mortality assumption to the RP-2014 Mortality Tables in 2014 which increased the Company's total projected obligation. | ||||||||||||||||||
The Company maintains an investment policy for the management of the Company Plan’s assets. The objective of this policy is to build a portfolio designed to achieve a balance between investment return and asset protection by investing in indexed funds that are comprised of equities of high quality companies and in high quality fixed income securities which are broadly balanced and represent all market sectors. The target allocations for plan assets are 50% equity securities, 45% fixed income securities and 5% in other assets. Equity securities primarily include investments in large-cap, mid-cap and small-cap companies located in the U.S. and to a lesser extent international equities in developed and emerging countries. Fixed income securities primarily include U.S. Treasury securities, mortgage-backed bonds and corporate bonds of companies from diversified industries. Other assets include investments in commodities. The weighted average expected long-term rate of return for the Company Plan’s assets is as follows: | ||||||||||||||||||
Target | Weighted | |||||||||||||||||
Allocation | Average | |||||||||||||||||
Expected | ||||||||||||||||||
Long-Term | ||||||||||||||||||
Rate | ||||||||||||||||||
of Return | ||||||||||||||||||
Equity securities | 50 | % | 3.5 | % | ||||||||||||||
Fixed income securities | 45 | % | 1.2 | % | ||||||||||||||
Other assets | 5 | % | 0.3 | % | ||||||||||||||
The fair values of the Company Plan’s assets at December 31, 2014 and 2013, by asset category are as follows: | ||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Fair Value as of December 31, 2014 | Using Fair Value Hierarchy | |||||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | |||||||||||||||
Cash | $ | 4.1 | $ | 4.1 | $ | — | $ | — | ||||||||||
Equity securities: | ||||||||||||||||||
U.S. large cap - blend (a) | 64.1 | — | 64.1 | — | ||||||||||||||
U.S. mid cap - blend (b) | 25.3 | — | 25.3 | — | ||||||||||||||
U.S. small cap - blend (c) | 7.9 | — | 7.9 | — | ||||||||||||||
International equity - blend (d) | 36 | — | 36 | — | ||||||||||||||
Commodities index (e) | 10.3 | — | 10.3 | — | ||||||||||||||
Fixed income securities: | ||||||||||||||||||
U.S. fixed income (f) | 115.1 | — | 115.1 | — | ||||||||||||||
U.S inflation protection income (g) | 6.3 | — | 6.3 | — | ||||||||||||||
Total fair value of the Company Plan’s assets | $ | 269.1 | $ | 4.1 | $ | 265 | $ | — | ||||||||||
Fair Value Measurements as of | ||||||||||||||||||
December 31, 2013 | ||||||||||||||||||
Fair Value as of December 31, 2013 | Using Fair Value Hierarchy | |||||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | |||||||||||||||
Cash | $ | 2.7 | $ | 2.7 | $ | — | $ | — | ||||||||||
Equity securities: | ||||||||||||||||||
U.S. large cap - blend (a) | 65.5 | — | 65.5 | — | ||||||||||||||
U.S. mid cap - blend (b) | 25.1 | — | 25.1 | — | ||||||||||||||
U.S. small cap - blend (c) | 8.1 | — | 8.1 | — | ||||||||||||||
International equity - blend (d) | 40.3 | — | 40.3 | — | ||||||||||||||
Commodities index (e) | 11.3 | — | 11.3 | — | ||||||||||||||
Fixed income securities: | ||||||||||||||||||
U.S. fixed income (f) | 104.1 | — | 104.1 | — | ||||||||||||||
U.S inflation protection income (g) | 11 | 11 | ||||||||||||||||
Total fair value of the Company Plan’s assets | $ | 268.1 | $ | 2.7 | $ | 265.4 | $ | — | ||||||||||
a) | This category represents an equity index fund not actively managed that tracks the S&P 500 Index. | |||||||||||||||||
b) | This category represents an equity index fund not actively managed that tracks the S&P mid-cap 400 Index. | |||||||||||||||||
c) | This category represents an equity index fund not actively managed that tracks the Russell 2000 Index. | |||||||||||||||||
d) | This category represents an equity index fund not actively managed that tracks the MSCI ACWI ex USA Index. | |||||||||||||||||
e) | This category represents a commodities index fund not actively managed that tracks the Dow Jones - UBS Commodity Index. | |||||||||||||||||
f) | This category primarily represents bond index funds not actively managed that track the Barclays Capital U.S. Aggregate Index and Barclays Capital U.S. TIPS Index. | |||||||||||||||||
g) | This category primarily represents a bond index fund not actively managed that tracks the Barclays Capital U.S. TIPS Index. | |||||||||||||||||
The following assumed benefit payments under the Company Plan and PEP, which were used in the calculation of projected benefit obligations, are expected to be paid as follows: | ||||||||||||||||||
2014 | $ | 25.9 | ||||||||||||||||
2015 | 25.4 | |||||||||||||||||
2016 | 24.8 | |||||||||||||||||
2017 | 24.6 | |||||||||||||||||
2018 | 24.9 | |||||||||||||||||
Years 2019-2023 | 123.9 | |||||||||||||||||
Post-retirement Medical Plan | ||||||||||||||||||
The Company assumed obligations under a subsidiary's post-retirement medical plan. Coverage under this plan is restricted to a limited number of existing employees of the subsidiary. This plan is unfunded and the Company’s policy is to fund benefits as claims are incurred. The effect on operations of the post-retirement medical plan is shown in the following table: | ||||||||||||||||||
Year ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Service cost for benefits earned | $ | 0.2 | $ | 0.4 | $ | 0.4 | ||||||||||||
Interest cost on benefit obligation | 1.8 | 2.5 | 2.3 | |||||||||||||||
Net amortization and deferral | (7.9 | ) | 1 | 0.3 | ||||||||||||||
Post-retirement medical plan costs | $ | (5.9 | ) | $ | 3.9 | $ | 3 | |||||||||||
Amounts included in accumulated other comprehensive earnings consist of unamortized net loss of $12.9. The accumulated other comprehensive earnings that are expected to be recognized as components of the post-retirement medical plan costs during 2015 are $9.3 related to amortization of the net gain resulting from the shift of Medicare-eligible participants to private exchanges. | ||||||||||||||||||
A summary of the changes in the accumulated post-retirement benefit obligation follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Balance at January 1 | $ | 62.7 | $ | 60.7 | ||||||||||||||
Service cost for benefits earned | 0.2 | 0.4 | ||||||||||||||||
Interest cost on benefit obligation | 1.8 | 2.5 | ||||||||||||||||
Participants contributions | 0.2 | 0.3 | ||||||||||||||||
Actuarial loss | (7.2 | ) | 4.5 | |||||||||||||||
Benefits paid | (2.5 | ) | (2.7 | ) | ||||||||||||||
Plan amendment | (26.3 | ) | (3.0 | ) | ||||||||||||||
Balance at December 31 | $ | 28.9 | $ | 62.7 | ||||||||||||||
Recorded as: | ||||||||||||||||||
Accrued expenses and other | $ | 2.2 | $ | — | ||||||||||||||
Other liabilities | 26.7 | 62.7 | ||||||||||||||||
$ | 28.9 | $ | 62.7 | |||||||||||||||
The weighted-average discount rates used in the calculation of the accumulated post-retirement benefit obligation were 4.0% and 5.0% as of December 31, 2014 and 2013, respectively. The health care cost trend rate was assumed to be 7.0% of December 31, 2014 and 2013, declining gradually to 5.0% in the year 2021. The health care cost trend rate has a significant effect on the amounts reported. The impact of a percentage point change each year in the assumed health care cost trend rates would change the accumulated post-retirement benefit obligation as of December 31, 2014 by an increase of $0.5 or a decrease of $0.5. The impact of a percentage point change on the aggregate of the service cost and interest cost components of the 2014 post-retirement benefit costs results in an increase of $0.3 or decrease of $0.2. The plan amendment in 2014 reflects the shift of Medicare-eligible participants to private exchanges and updating the mortality assumption to the RP-2014 Mortality Tables. The plan amendment in 2013 reflects the impact of shifting from projection scale AA to projection scale BB for both the RP-2000 Combined Healthy Mortality Table and the RP-2000 Disabled Mortality Table. | ||||||||||||||||||
The following assumed benefit payments under the Company's post-retirement benefit plan, which reflect expected future service, as appropriate, and were used in the calculation of projected benefit obligations, are expected to be paid as follows: | ||||||||||||||||||
2015 | $ | 2.3 | ||||||||||||||||
2016 | 2.3 | |||||||||||||||||
2017 | 2.2 | |||||||||||||||||
2018 | 2.2 | |||||||||||||||||
2019 | 2.2 | |||||||||||||||||
Years 2020-2024 | 10.3 | |||||||||||||||||
Deferred Compensation Plan | ||||||||||||||||||
In 2001, the Board approved the Deferred Compensation Plan ("DCP") under which certain of the Company's executives, may elect to defer up to 100.0% of their annual cash incentive pay and/or up to 50.0% of their annual base salary and/or eligible commissions subject to annual limits established by the federal government. The DCP provides executives a tax efficient strategy for retirement savings and capital accumulation without significant cost to the Company. The Company makes no contributions to the DCP. Amounts deferred by a participant are credited to a bookkeeping account maintained on behalf of each participant, which is used for measurement and determination of amounts to be paid to a participant, or his or her designated beneficiary, pursuant to the terms of the DCP. The amounts accrued under this plan were $43.4 and $36.3 at December 31, 2014 and 2013, respectively. Deferred amounts are the Company's general unsecured obligations and are subject to claims by the Company's creditors. The Company's general assets may be used to fund obligations and pay DCP benefits. | ||||||||||||||||||
Schedule Of Pension and Postretirement Plans | The effect on operations for both the Company Plan and the PEP are summarized as follows: | |||||||||||||||||
Year ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Service cost for benefits earned | $ | 3.4 | $ | 3.1 | $ | 2.4 | ||||||||||||
Interest cost on benefit obligation | 16.4 | 14.7 | 14.9 | |||||||||||||||
Expected return on plan assets | (18.3 | ) | (17.3 | ) | (17.3 | ) | ||||||||||||
Net amortization and deferral | 6.6 | 10.5 | 12.1 | |||||||||||||||
Defined benefit plan costs | $ | 8.1 | $ | 11 | $ | 12.1 | ||||||||||||
A summary of the changes in the projected benefit obligations of the Company Plan and the PEP are summarized as follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Balance at January 1 | $ | 349.7 | $ | 380.7 | ||||||||||||||
Service cost | 3.4 | 3.1 | ||||||||||||||||
Interest cost | 16.4 | 14.7 | ||||||||||||||||
Actuarial (gain)/loss | 47.1 | (22.1 | ) | |||||||||||||||
Benefits and administrative expenses paid | (28.0 | ) | (26.7 | ) | ||||||||||||||
Balance at December 31 | $ | 388.6 | $ | 349.7 | ||||||||||||||
Year ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Service cost for benefits earned | $ | 0.2 | $ | 0.4 | $ | 0.4 | ||||||||||||
Interest cost on benefit obligation | 1.8 | 2.5 | 2.3 | |||||||||||||||
Net amortization and deferral | (7.9 | ) | 1 | 0.3 | ||||||||||||||
Post-retirement medical plan costs | $ | (5.9 | ) | $ | 3.9 | $ | 3 | |||||||||||
A summary of the changes in the accumulated post-retirement benefit obligation follows: | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Balance at January 1 | $ | 62.7 | $ | 60.7 | ||||||||||||||
Service cost for benefits earned | 0.2 | 0.4 | ||||||||||||||||
Interest cost on benefit obligation | 1.8 | 2.5 | ||||||||||||||||
Participants contributions | 0.2 | 0.3 | ||||||||||||||||
Actuarial loss | (7.2 | ) | 4.5 | |||||||||||||||
Benefits paid | (2.5 | ) | (2.7 | ) | ||||||||||||||
Plan amendment | (26.3 | ) | (3.0 | ) | ||||||||||||||
Balance at December 31 | $ | 28.9 | $ | 62.7 | ||||||||||||||
Recorded as: | ||||||||||||||||||
Accrued expenses and other | $ | 2.2 | $ | — | ||||||||||||||
Other liabilities | 26.7 | 62.7 | ||||||||||||||||
$ | 28.9 | $ | 62.7 | |||||||||||||||
Schedule of Changes in Fair Value of Plan Assets | A summary of the changes in the fair value of plan assets follows: | |||||||||||||||||
2014 | 2013 | |||||||||||||||||
Fair value of plan assets at beginning of year | $ | 268.1 | $ | 256.8 | ||||||||||||||
Actual return on plan assets | 15.2 | 28.1 | ||||||||||||||||
Employer contributions | 13.8 | 9.9 | ||||||||||||||||
Benefits and administrative expenses paid | (28.0 | ) | (26.7 | ) | ||||||||||||||
Fair value of plan assets at end of year | $ | 269.1 | $ | 268.1 | ||||||||||||||
Schedule of Net Funded Status | The net funded status of the Company Plan and the PEP at December 31: | |||||||||||||||||
Funded status | $ | 119.6 | $ | 81.6 | ||||||||||||||
Recorded as: | ||||||||||||||||||
Accrued expenses and other | $ | 1.7 | $ | 1.6 | ||||||||||||||
Other liabilities | 117.9 | 80 | ||||||||||||||||
$ | 119.6 | $ | 81.6 | |||||||||||||||
Schedule of Assumptions Used | Weighted average assumptions used in the accounting for the Company Plan and the PEP are summarized as follows: | |||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||
Discount rate | 4 | % | 4.8 | % | 4 | % | ||||||||||||
Expected long term rate of return | 7 | % | 7 | % | 7 | % | ||||||||||||
Plan Assets at Fair Value By Asset Category | The weighted average expected long-term rate of return for the Company Plan’s assets is as follows: | |||||||||||||||||
Target | Weighted | |||||||||||||||||
Allocation | Average | |||||||||||||||||
Expected | ||||||||||||||||||
Long-Term | ||||||||||||||||||
Rate | ||||||||||||||||||
of Return | ||||||||||||||||||
Equity securities | 50 | % | 3.5 | % | ||||||||||||||
Fixed income securities | 45 | % | 1.2 | % | ||||||||||||||
Other assets | 5 | % | 0.3 | % | ||||||||||||||
The fair values of the Company Plan’s assets at December 31, 2014 and 2013, by asset category are as follows: | ||||||||||||||||||
Fair Value Measurements as of | ||||||||||||||||||
December 31, 2014 | ||||||||||||||||||
Fair Value as of December 31, 2014 | Using Fair Value Hierarchy | |||||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | |||||||||||||||
Cash | $ | 4.1 | $ | 4.1 | $ | — | $ | — | ||||||||||
Equity securities: | ||||||||||||||||||
U.S. large cap - blend (a) | 64.1 | — | 64.1 | — | ||||||||||||||
U.S. mid cap - blend (b) | 25.3 | — | 25.3 | — | ||||||||||||||
U.S. small cap - blend (c) | 7.9 | — | 7.9 | — | ||||||||||||||
International equity - blend (d) | 36 | — | 36 | — | ||||||||||||||
Commodities index (e) | 10.3 | — | 10.3 | — | ||||||||||||||
Fixed income securities: | ||||||||||||||||||
U.S. fixed income (f) | 115.1 | — | 115.1 | — | ||||||||||||||
U.S inflation protection income (g) | 6.3 | — | 6.3 | — | ||||||||||||||
Total fair value of the Company Plan’s assets | $ | 269.1 | $ | 4.1 | $ | 265 | $ | — | ||||||||||
Fair Value Measurements as of | ||||||||||||||||||
December 31, 2013 | ||||||||||||||||||
Fair Value as of December 31, 2013 | Using Fair Value Hierarchy | |||||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | |||||||||||||||
Cash | $ | 2.7 | $ | 2.7 | $ | — | $ | — | ||||||||||
Equity securities: | ||||||||||||||||||
U.S. large cap - blend (a) | 65.5 | — | 65.5 | — | ||||||||||||||
U.S. mid cap - blend (b) | 25.1 | — | 25.1 | — | ||||||||||||||
U.S. small cap - blend (c) | 8.1 | — | 8.1 | — | ||||||||||||||
International equity - blend (d) | 40.3 | — | 40.3 | — | ||||||||||||||
Commodities index (e) | 11.3 | — | 11.3 | — | ||||||||||||||
Fixed income securities: | ||||||||||||||||||
U.S. fixed income (f) | 104.1 | — | 104.1 | — | ||||||||||||||
U.S inflation protection income (g) | 11 | 11 | ||||||||||||||||
Total fair value of the Company Plan’s assets | $ | 268.1 | $ | 2.7 | $ | 265.4 | $ | — | ||||||||||
a) | This category represents an equity index fund not actively managed that tracks the S&P 500 Index. | |||||||||||||||||
b) | This category represents an equity index fund not actively managed that tracks the S&P mid-cap 400 Index. | |||||||||||||||||
c) | This category represents an equity index fund not actively managed that tracks the Russell 2000 Index. | |||||||||||||||||
d) | This category represents an equity index fund not actively managed that tracks the MSCI ACWI ex USA Index. | |||||||||||||||||
e) | This category represents a commodities index fund not actively managed that tracks the Dow Jones - UBS Commodity Index. | |||||||||||||||||
f) | This category primarily represents bond index funds not actively managed that track the Barclays Capital U.S. Aggregate Index and Barclays Capital U.S. TIPS Index. | |||||||||||||||||
g) | This category primarily represents a bond index fund not actively managed that tracks the Barclays Capital U.S. TIPS Index. | |||||||||||||||||
Schedule of Expected Benefit Payments | The following assumed benefit payments under the Company Plan and PEP, which were used in the calculation of projected benefit obligations, are expected to be paid as follows: | |||||||||||||||||
2014 | $ | 25.9 | ||||||||||||||||
2015 | 25.4 | |||||||||||||||||
2016 | 24.8 | |||||||||||||||||
2017 | 24.6 | |||||||||||||||||
2018 | 24.9 | |||||||||||||||||
Years 2019-2023 | 123.9 | |||||||||||||||||
Assumed Benefit Payments By Year | The following assumed benefit payments under the Company's post-retirement benefit plan, which reflect expected future service, as appropriate, and were used in the calculation of projected benefit obligations, are expected to be paid as follows: | |||||||||||||||||
2015 | $ | 2.3 | ||||||||||||||||
2016 | 2.3 | |||||||||||||||||
2017 | 2.2 | |||||||||||||||||
2018 | 2.2 | |||||||||||||||||
2019 | 2.2 | |||||||||||||||||
Years 2020-2024 | 10.3 | |||||||||||||||||
Maximum deferral percentage of annual cash incentive pay | 100.00% | |||||||||||||||||
Deferred Compensation Liability, Classified, Noncurrent | 43.4 | 36.3 | ||||||||||||||||
Equity Securities [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 50.00% | |||||||||||||||||
Fixed Income Securities [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 45.00% | |||||||||||||||||
Other Liabilities [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Funded Status of Plan | 117.9 | 80 | ||||||||||||||||
Accrued Liabilities [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Funded Status of Plan | 1.7 | 1.6 | ||||||||||||||||
Other Postretirement Benefit Plan [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 2.2 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 10.3 | |||||||||||||||||
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate | 5.00% | |||||||||||||||||
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate | 2021 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 2.3 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 2.3 | |||||||||||||||||
Defined Benefit Plan, Plan Amendments | -26.3 | -3 | ||||||||||||||||
Effect on operations for both the Company Plan and the PEP [Abstract] | ||||||||||||||||||
Service cost | 0.2 | 0.4 | 0.4 | |||||||||||||||
Interest cost | -1.8 | -2.5 | -2.3 | |||||||||||||||
Net amortization and deferral | -7.9 | 1 | 0.3 | |||||||||||||||
Defined benefit plan costs | -5.9 | 3.9 | 3 | |||||||||||||||
Unamortized net gain included in accumulated other comprehensive earnings | 12.9 | |||||||||||||||||
Amortization of net loss (gain) in accumulated other comprehensive earnings, which is expected to be recognized as components of defined benefit plan costs during 2012 | 9.3 | |||||||||||||||||
Defined Benefit Plans, Changes in Benefit Obligations [Roll Forward] | ||||||||||||||||||
Beginning balance | 62.7 | 60.7 | ||||||||||||||||
Service cost | 0.2 | 0.4 | 0.4 | |||||||||||||||
Interest cost | -1.8 | -2.5 | -2.3 | |||||||||||||||
Participants contributions | 0.2 | 0.3 | ||||||||||||||||
Actuarial (gain)/loss | -7.2 | 4.5 | ||||||||||||||||
Benefits and administrative expenses paid | -2.5 | -2.7 | ||||||||||||||||
Ending balance | 28.9 | 62.7 | 60.7 | |||||||||||||||
Defined Benefit Plans, Changes in Fair Value of Plan Assets [Roll Forward] | ||||||||||||||||||
Benefits and administrative expenses paid | -2.5 | -2.7 | ||||||||||||||||
Defined Benefit Plans, Weighted Average Assumptions Used in Calculating Benefit Obligations [Abstract] | ||||||||||||||||||
Discount rate | 4.00% | 5.00% | ||||||||||||||||
Defined Benefit Plans, Assets, Target Allocations [Abstract] | ||||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 2.2 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 2.2 | |||||||||||||||||
Other Postretirement Benefit Plan [Member] | Other Liabilities [Member] | ||||||||||||||||||
Defined Benefit Plans, Changes in Benefit Obligations [Roll Forward] | ||||||||||||||||||
Ending balance | 26.7 | |||||||||||||||||
Other Postretirement Benefit Plan [Member] | Accrued Liabilities [Member] | ||||||||||||||||||
Defined Benefit Plans, Changes in Benefit Obligations [Roll Forward] | ||||||||||||||||||
Ending balance | 2.2 | 0 | ||||||||||||||||
Pension Plan [Member] | ||||||||||||||||||
Defined Benefit Plans Disclosures [Line Items] | ||||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 24.8 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 123.9 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 25.9 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 25.4 | |||||||||||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 5.00% | |||||||||||||||||
Projected defined benefit plan costs in fiscal 2012 | 11.6 | |||||||||||||||||
Projected defined benefit plan contributions in fiscal 2012 | 11.1 | |||||||||||||||||
Effect on operations for both the Company Plan and the PEP [Abstract] | ||||||||||||||||||
Service cost | 3.4 | 3.1 | 2.4 | |||||||||||||||
Interest cost | -16.4 | -14.7 | -14.9 | |||||||||||||||
Expected return on plan assets | -18.3 | -17.3 | -17.3 | |||||||||||||||
Net amortization and deferral | 6.6 | 10.5 | 12.1 | |||||||||||||||
Defined benefit plan costs | 8.1 | 11 | 12.1 | |||||||||||||||
Unamortized net gain included in accumulated other comprehensive earnings | 142.2 | |||||||||||||||||
Amortization of net loss (gain) in accumulated other comprehensive earnings, which is expected to be recognized as components of defined benefit plan costs during 2012 | 11.1 | |||||||||||||||||
Defined Benefit Plans, Changes in Benefit Obligations [Roll Forward] | ||||||||||||||||||
Beginning balance | 349.7 | 380.7 | ||||||||||||||||
Service cost | 3.4 | 3.1 | 2.4 | |||||||||||||||
Interest cost | -16.4 | -14.7 | -14.9 | |||||||||||||||
Actuarial (gain)/loss | 47.1 | -22.1 | ||||||||||||||||
Benefits and administrative expenses paid | -28 | -26.7 | ||||||||||||||||
Ending balance | 388.6 | 349.7 | 380.7 | |||||||||||||||
Accumulated benefit obligation | 388.6 | 349.7 | ||||||||||||||||
Defined Benefit Plans, Changes in Fair Value of Plan Assets [Roll Forward] | ||||||||||||||||||
Fair value of plan assets at beginning of year | 268.1 | 256.8 | ||||||||||||||||
Actual return on plan assets | 15.2 | 28.1 | ||||||||||||||||
Employer contributions | 13.8 | 9.9 | ||||||||||||||||
Benefits and administrative expenses paid | -28 | -26.7 | ||||||||||||||||
Fair value of plan assets at end of year | 269.1 | 268.1 | 256.8 | |||||||||||||||
Defined Benefit Plans, Weighted Average Assumptions Used in Calculating Benefit Obligations [Abstract] | ||||||||||||||||||
Discount rate | 4.00% | 4.80% | 4.00% | |||||||||||||||
Expected long term rate of return | 7.00% | 7.00% | 7.00% | |||||||||||||||
Defined Benefit Plans, Assets, Target Allocations [Abstract] | ||||||||||||||||||
Weighted average expected long-term rate of return for equity securities (in hundredths) | 3.50% | |||||||||||||||||
Weighted average expected long-term rate of return for fixed income securities (in hundredths) | 1.20% | |||||||||||||||||
Weighted average expected long-term rate of return for other assets (in hundredths) | 0.30% | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 24.6 | |||||||||||||||||
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | $24.90 |
DEFINED_BENEFIT_PLANS_FAIR_VAL
DEFINED BENEFIT PLANS, FAIR VALUE OF PLAN ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Millions, unless otherwise specified | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | $269.10 | $268.10 | |||
Cash [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 4.1 | 2.7 | |||
U.S. large cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 64.1 | [1] | 65.5 | [1] | |
U.S. mid cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 25.3 | [2] | 25.1 | [2] | |
U.S. small cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 7.9 | [3] | 8.1 | [3] | |
International - developed [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 36 | 40.3 | [4] | ||
Commodities index [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 10.3 | [5] | 11.3 | [5] | |
U.S. fixed income [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 115.1 | [6] | 104.1 | [6] | |
Level 1 [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 4.1 | 2.7 | |||
Level 1 [Member] | Cash [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 4.1 | 2.7 | |||
Level 1 [Member] | U.S. large cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [1] | 0 | [1] | |
Level 1 [Member] | U.S. mid cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [2] | 0 | [2] | |
Level 1 [Member] | U.S. small cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [3] | 0 | [3] | |
Level 1 [Member] | International - developed [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | 0 | [4] | ||
Level 1 [Member] | Commodities index [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [5] | 0 | [5] | |
Level 1 [Member] | U.S. fixed income [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [6] | 0 | [6] | |
Level 2 [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 265 | 265.4 | |||
Level 2 [Member] | Cash [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | 0 | |||
Level 2 [Member] | U.S. large cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 64.1 | [1] | 65.5 | [1] | |
Level 2 [Member] | U.S. mid cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 25.3 | [2] | 25.1 | [2] | |
Level 2 [Member] | U.S. small cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 7.9 | [3] | 8.1 | [3] | |
Level 2 [Member] | International - developed [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 36 | 40.3 | [4] | ||
Level 2 [Member] | Commodities index [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 10.3 | [5] | 11.3 | [5] | |
Level 2 [Member] | U.S. fixed income [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 115.1 | [6] | 104.1 | [6] | |
Level 3 [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | 0 | |||
Level 3 [Member] | Cash [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | 0 | |||
Level 3 [Member] | U.S. large cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [1] | 0 | [1] | |
Level 3 [Member] | U.S. mid cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [2] | 0 | [2] | |
Level 3 [Member] | U.S. small cap - blend [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [3] | 0 | [3] | |
Level 3 [Member] | International - developed [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | 0 | [4] | ||
Level 3 [Member] | Commodities index [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [5] | 0 | [5] | |
Level 3 [Member] | U.S. fixed income [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | 0 | [6] | 0 | [6] | |
Pension Plan [Member] | |||||
Defined Benefit Plans, Fair Value of Plan Assets by Category [Line Items] | |||||
Defined Benefit Plans, Assets for Plan Benefits | $269.10 | $268.10 | $256.80 | ||
[1] | This category represents an equity index fund not actively managed that tracks the S&P 500 Index. | ||||
[2] | This category represents an equity index fund not actively managed that tracks the S&P mid-cap 400 Index. | ||||
[3] | This category represents an equity index fund not actively managed that tracks the Russell 2000 Index. | ||||
[4] | This category represents an equity index fund not actively managed that tracks the MSCI ACWI ex USA Index. | ||||
[5] | This category represents a commodities index fund not actively managed that tracks the Dow Jones - UBS Commodity Index. | ||||
[6] | This category primarily represents bond index funds not actively managed that track the Barclays Capital U.S. Aggregate Index and Barclays Capital U.S. TIPS Index. |
PENSION_AND_POSTRETIREMENT_PLA1
PENSION AND POSTRETIREMENT PLANS, OTHER DISCLOSURES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plans, Estimated Future Benefit Payments [Line items] | |||
Impact of a percentage point increase each year in the assumed health care cost trend rate on the accumulated post-retirement benefit obligation | $0.50 | ||
Impact of a percentage point decrease each year in the assumed health care cost trend rate on the accumulated post-retirement benefit obligation | -0.5 | ||
Impact of a percentage point increase each year in the assumed health care cost trend rate on the service and interest cost components | 0.3 | ||
Impact of a percentage point decrease each year in the assumed health care cost trend rate on the service and interest cost components | -0.2 | ||
Other Postretirement Benefit Plan [Member] | |||
Defined Benefit Plans, Estimated Future Benefit Payments [Line items] | |||
Defined Benefit Plan, Benefit Obligation | 28.9 | 62.7 | 60.7 |
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | 2.3 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 2.3 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 2.2 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 2.2 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 2.2 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter | 10.3 | ||
Discount rate | 4.00% | 5.00% | |
Health care cost trend rate assumed for next fiscal year | 7.00% | ||
Ultimate health care cost trend rate | 5.00% | ||
Year that rate reaches ultimate trend rate | 2021 | ||
Other Postretirement Benefit Plan [Member] | Accrued Liabilities [Member] | |||
Defined Benefit Plans, Estimated Future Benefit Payments [Line items] | |||
Defined Benefit Plan, Benefit Obligation | 2.2 | 0 | |
Other Postretirement Benefit Plan [Member] | Other Liabilities [Member] | |||
Defined Benefit Plans, Estimated Future Benefit Payments [Line items] | |||
Defined Benefit Plan, Benefit Obligation | $26.70 |
PENSION_AND_POSTRETIREMENT_PLA2
PENSION AND POSTRETIREMENT PLANS PENSION AND POSTRETIREMENT PLANS, FUNDED STATUS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Compensation and Retirement Disclosure [Abstract] | ||
Funded status of plan | $119.60 | $81.60 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Long-term debt, less current portion | $2,682.70 | $2,889.10 | |
Increase (Decrease) in Noncontrolling Interest Put | 1.7 | ||
Noncontrolling interest puts | 17.7 | 19.4 | |
Fair market value of zero-coupon subordinated notes | 155.6 | 155.5 | |
Fair market value of senior notes | 2,949.80 | 2,907.80 | |
Cash Surrender Value, Fair Value Disclosure | 41.9 | 35.1 | |
Investments, Fair Value Disclosure | 1 | ||
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 43.4 | 36.3 | |
Level 1 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Noncontrolling interest puts | 0 | 0 | |
Fair Value Hedges, Net | 0 | ||
Cash Surrender Value, Fair Value Disclosure | 0 | 0 | |
Level 2 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Noncontrolling interest puts | 17.7 | 19.4 | |
Fair Value Hedges, Net | 18.5 | ||
Cash Surrender Value, Fair Value Disclosure | 41.9 | 35.1 | |
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 0 | 0 | |
Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Noncontrolling interest puts | 0 | 0 | |
Fair Value Hedges, Net | 0 | ||
Cash Surrender Value, Fair Value Disclosure | 0 | 0 | |
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 0 | 0 | |
Contractually Determined Value [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Increase (Decrease) in Noncontrolling Interest Put | 0.2 | ||
Foreign Currency Translation [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | |||
Increase (Decrease) in Noncontrolling Interest Put | $1.90 |
DERIVATIVE_INSTRUMENTS_AND_HED1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Schedule of Derivative Instruments in Statement of Financial Position at Fair Value) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative [Line Items] | ||
Long-term debt, less current portion | $2,682.70 | $2,889.10 |
Debt Instrument, Basis Spread on Variable Rate | 2.30% | |
Derivative Instruments in Statement of Financial Position at Fair Value | ||
Minimum percentage of market price to calculated value of zero-coupon subordinated debt at which the entity is subject to contingent cash interest | 120.00% |
SUPPLEMENTAL_CASH_FLOW_INFORMA2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash paid during period for: | |||
Interest | $117.80 | $97.20 | $77.50 |
Income taxes, net of refunds | 284.1 | 301.5 | 306.2 |
Disclosure of non-cash financing and investing activities | |||
Surrender of restricted stock awards and performance shares | 6.6 | 7.1 | 10.9 |
Noncash conversion of zero-coupon convertible debt | 9.9 | 10.3 | 3.8 |
Fair Value of Assets Acquired | 29 | 13.1 | 0 |
Capital Expenditures Incurred but Not yet Paid | $6.20 | $9.10 | $1.20 |
QUARTERLY_DATA_UNAUDITED_Detai
QUARTERLY DATA (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of unaudited quarterly data | |||||||||||
Net sales | $1,512.70 | $1,551.80 | $1,516.40 | $1,430.70 | $1,437 | $1,462.20 | $1,468.20 | $1,440.90 | $6,011.60 | $5,808.30 | $5,671.40 |
Cost of Goods and Services Sold | 3,808.50 | 3,585.10 | 3,421.70 | ||||||||
Gross profit | 546.5 | 571.2 | 568.6 | 516.8 | 526.1 | 547.6 | 577.3 | 572.2 | 2,203.10 | 2,223.20 | 2,249.70 |
Net earnings attributable to Laboratory Corporation of America Holdings | $119.60 | $137.20 | $141.30 | $113.10 | $126.40 | $148.30 | $151.90 | $147.20 | $511.20 | $573.80 | $583.10 |
Earnings Per Share | |||||||||||
Basic earnings per share (in dollars per share) | $1.41 | $1.62 | $1.67 | $1.33 | $1.46 | $1.66 | $1.65 | $1.58 | $6.03 | $6.36 | $6.09 |
Diluted earnings per common share (in dollars per share) | $1.37 | $1.59 | $1.64 | $1.31 | $1.43 | $1.63 | $1.62 | $1.56 | $5.91 | $6.25 | $5.99 |
Schedule_II_Valuation_And_Qual2
Schedule II - Valuation And Qualifying Accounts And Reserves (Details) (USD $) | 12 Months Ended | |||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2009 | |||
Allowance for doubtful accounts [Member] | ||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||
Balance at beginning of year | $198.30 | $191.50 | $197.60 | |||||
Additions Charged to Costs and Expense | 276.5 | 254.8 | 246 | |||||
Other (Deductions) Additions | -263.2 | [1] | -248 | [1] | -252.1 | [1] | ||
Balance at end of year | 211.6 | 198.3 | 191.5 | 197.6 | ||||
Valuation allowance-deferred tax assets [Member] | ||||||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||||
Balance at beginning of year | 16.5 | 16.5 | 18.4 | 14.4 | ||||
Additions Charged to Costs and Expense | 0.6 | 0.2 | 2.1 | |||||
Other (Deductions) Additions | 0 | [1] | -2.1 | [1] | -1.9 | [1] | ||
Balance at end of year | $17.10 | $16.50 | $16.50 | $18.40 | $14.40 | |||
[1] | Other (Deductions) Additions consists primarily of write-offs of accounts receivable amounts. |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $1,512.70 | $1,551.80 | $1,516.40 | $1,430.70 | $1,437 | $1,462.20 | $1,468.20 | $1,440.90 | $6,011.60 | $5,808.30 | $5,671.40 |
Operating Income (Loss) | 910.4 | 990.9 | 1,023.50 | ||||||||
Nonoperating Income (Expense) | -83.7 | -75.3 | -79.3 | ||||||||
Total pre-tax income | 826.7 | 915.6 | 944.2 | ||||||||
Provision for income taxes | 314.1 | 340.2 | 359.4 | ||||||||
Net earnings | 512.6 | 575.4 | 584.8 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | -1.4 | -1.6 | -1.7 | ||||||||
Net earnings attributable to Laboratory Corporation of America Holdings | 119.6 | 137.2 | 141.3 | 113.1 | 126.4 | 148.3 | 151.9 | 147.2 | 511.2 | 573.8 | 583.1 |
Depreciation and amortization | 245.5 | 230.1 | 229.8 | ||||||||
Depreciation and Amortization of Intangible Assets | 234.3 | 222.5 | 217.5 | ||||||||
Clinical diagnostics laboratory [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 5,682.20 | 5,465.20 | 5,336.40 | ||||||||
Operating Income (Loss) | 1,461.90 | 1,440.10 | 1,435.40 | ||||||||
Depreciation and amortization | 180.3 | 171.2 | 169.1 | ||||||||
Other Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 329.4 | 343.1 | 335 | ||||||||
Operating Income (Loss) | 93.9 | 96.8 | |||||||||
Depreciation and amortization | 9.8 | 9.2 | 8.1 | ||||||||
Other Assets [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | 82.4 | ||||||||||
Corporate Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income (Loss) | -633.9 | -543.1 | -508.7 | ||||||||
Depreciation and amortization | $44.20 | $42.10 | $40.30 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 5 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 19, 2015 | Nov. 01, 2013 | Aug. 23, 2012 | Jan. 30, 2015 |
Business Acquisition [Line Items] | |||||
Senior Notes, Noncurrent | $700 | $1,000 | |||
Proforma consolidated net revenue | 8,532.60 | ||||
Proforma consolidated net income | 523.7 | ||||
Proforma consolidated basic earnings per share | $5.23 | ||||
Proforma consolidated diluted earnings per share | $5.15 | ||||
Covance [Member] | |||||
Business Acquisition [Line Items] | |||||
Senior Notes, Noncurrent | 2,900 | ||||
Business Acquisition, Transaction Costs | 33.8 | ||||
Pro forma business acquisition transaction costs total | $68.80 |