Document and Entity Information
Document and Entity Information Document - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jul. 26, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | LABORATORY CORP OF AMERICA HOLDINGS | |
Entity Central Index Key | 920,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 102.3 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 639.6 | $ 716.4 |
Accounts receivable, net of allowance for doubtful accounts of $198.4 and $191.5 at March 31, 2013 and December 31, 2012, respectively | 1,314.4 | 1,217.9 |
Unbilled Contracts Receivable | 203.3 | 156.6 |
Supplies inventories | 189.6 | 191 |
Prepaid expenses and other | 297.2 | 339.3 |
Total current assets | 2,644.1 | 2,621.2 |
Property, plant and equipment, net | 1,741.9 | 1,747.4 |
Goodwill, net | 6,218.3 | 6,191.9 |
Intangible Assets, Net (Excluding Goodwill) | 3,357.9 | 3,332.4 |
Joint venture partnerships and equity method investments | 61.7 | 58.2 |
Deferred Income Taxes and Other Assets, Current | 2 | 2.3 |
Other assets, net | 173.1 | 150 |
Total assets | 14,199 | 14,103.4 |
Current liabilities: | ||
Accounts payable | 443.5 | 497.4 |
Deferred Revenue, Current | 565.4 | 633.1 |
Deferred Tax Liabilities, Net, Current | 175.3 | 146.1 |
Debt, Current | 87.4 | 423.9 |
Long-term debt, less current portion | 1,271.6 | 1,700.5 |
Long-term Debt, Excluding Current Maturities | 5,967.6 | 5,940.3 |
Commitments and contingent liabilities | 320.3 | 323.1 |
Noncontrolling interest | 8,870.1 | 9,224.5 |
Shareholders' equity: | ||
Common stock, 92.8 and 93.5 shares outstanding at March 31, 2013 and December 31, 2012, respectively | 15.9 | 14.9 |
Additional paid-in capital | 2,088.1 | 1,974.5 |
Retained earnings | 12.1 | 12 |
Accumulated other comprehensive income | (4,581.4) | (4,223) |
Total shareholders' equity | (1,011.2) | (978.1) |
Total liabilities and shareholders' equity | (357.4) | (367.4) |
Stockholders' Equity Attributable to Parent | 5,313 | 4,864 |
Deferred income taxes and other tax liabilities | 1,310.6 | 1,260.6 |
Liabilities and Equity | $ 14,199 | $ 14,103.4 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $ 245.3 | $ 217 |
Shareholders' Equity: | ||
Common stock, shares outstanding (in shares) | 102.2 | 101.3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue, Net | $ 2,382 | $ 2,218.7 | $ 4,677.2 | $ 3,991 |
Reimbursement Revenue | 48.7 | 50.4 | 121.5 | 71.3 |
Revenues | 2,430.7 | 2,269.1 | 4,798.7 | 4,062.3 |
Cost of sales | 1,555.2 | 1,446 | 3,073.1 | 2,593.2 |
Cost of Reimbursable Expense | 48.7 | 50.4 | 121.5 | 71.3 |
Cost of Revenue | 1,603.9 | 1,496.4 | 3,194.6 | 2,664.5 |
Gross profit | 826.8 | 772.7 | 1,604.1 | 1,397.8 |
Selling, general and administrative expenses | 408 | 390.5 | 819.9 | 832.8 |
Amortization of intangibles and other assets | 45.3 | 44.6 | 89.6 | 75.7 |
Net restructuring and other special charges | 6.6 | 14.3 | 25.8 | 33.6 |
Operating Income (Loss) | 366.9 | 323.3 | 668.8 | 455.7 |
Other income (expenses): | ||||
Interest expense | (53.5) | (57.9) | (108) | (162.2) |
Equity method income, net | 1.9 | 2.9 | 3.3 | 5.6 |
Investment income | 0.4 | 0.3 | 0.9 | 0.9 |
Other, net | (2.4) | (2.3) | 4.3 | (1.2) |
Earnings before income taxes | 313.3 | 266.3 | 569.3 | 298.8 |
Provision for income taxes | 114.8 | 96.2 | 210.3 | 125.3 |
Net earnings | 198.5 | 170.1 | 359 | 173.5 |
Less: Net earnings attributable to the noncontrolling interest | (0.3) | (0.3) | (0.6) | (0.6) |
Net earnings attributable to Laboratory Corporation of America Holdings | $ 198.2 | $ 169.8 | $ 358.4 | $ 172.9 |
Basic earnings per common share (in dollars per share) | $ 1.94 | $ 1.69 | $ 3.52 | $ 1.80 |
Diluted earnings per common share (in dollars per share) | $ 1.91 | $ 1.66 | $ 3.46 | $ 1.76 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue, Net | $ 2,382 | $ 2,218.7 | $ 4,677.2 | $ 3,991 |
Net restructuring and other special charges | 6.6 | 14.3 | 25.8 | 33.6 |
Provision for income taxes | 114.8 | 96.2 | 210.3 | 125.3 |
Net earnings | 198.5 | 170.1 | 359 | 173.5 |
Other Comprehensive Earnings, Net of Tax | ||||
Foreign currency translation adjustments | (95.9) | 148.5 | 39 | (137.3) |
Net benefit plan adjustments | (8.4) | |||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | (2.2) | 0.5 | 1.2 | 1.4 |
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, before Tax | 0 | 0 | 0 | (0.1) |
Other comprehensive earnings (loss) before tax | (98.1) | 149 | 40.2 | (136) |
Tax effect of adjustments | (1) | (7.1) | (30.2) | 40 |
Other comprehensive earnings (loss), net of tax | (99.1) | 141.9 | 10 | (96) |
Comprehensive earnings | 99.4 | 312 | 369 | 77.5 |
Less: Net earnings attributable to the noncontrolling interest | (0.3) | (0.3) | (0.6) | (0.6) |
Comprehensive earnings attributable to Laboratory Corporation of America Holdings | $ 99.1 | $ 311.7 | $ 368.4 | $ 76.9 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] |
BALANCE at Dec. 31, 2014 | $ 2,820.5 | $ 10.4 | $ 0 | $ 3,786.1 | $ (965.5) | $ (10.5) |
Net earnings attributable to Laboratory Corporation of America Holdings | 172.9 | 172.9 | ||||
Other comprehensive earnings, net of tax | (96) | (96) | ||||
Issuance of common stock for acquisition consideration | 1,762.5 | 1.5 | 1,761 | |||
Other Significant Noncash Transaction, Value of Consideration Given | 58.8 | |||||
Issuance of common stock under employee stock plans | (10.4) | (0.1) | (58.7) | |||
Surrender of restricted stock and performance share awards | (10.4) | |||||
Conversion of zero-coupon convertible debt | 54 | |||||
Stock compensation | 3.9 | 54 | ||||
Income tax benefit from stock options exercised | 3.9 | |||||
BALANCE at Jun. 30, 2015 | 4,766.2 | 12 | 1,877.6 | 3,959 | (975.9) | (106.5) |
BALANCE at Dec. 31, 2015 | 4,864 | 12 | 1,974.5 | 4,223 | (978.1) | (367.4) |
Net earnings attributable to Laboratory Corporation of America Holdings | 358.4 | 358.4 | ||||
Other comprehensive earnings, net of tax | 10 | 0 | 10 | |||
Other Significant Noncash Transaction, Value of Consideration Given | 40.7 | |||||
Issuance of common stock under employee stock plans | (33.1) | (0.1) | (40.6) | |||
Surrender of restricted stock and performance share awards | (33.1) | |||||
Conversion of zero-coupon convertible debt | 4.9 | |||||
Stock compensation | 10.5 | 57.6 | ||||
Income tax benefit from stock options exercised | 10.5 | |||||
BALANCE at Jun. 30, 2016 | $ 5,313 | $ 12.1 | $ 2,088.1 | $ 4,581.4 | $ (1,011.2) | $ (357.4) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving credit facilities | $ 0 | $ 60 |
Noncontrolling interest distributions | (1.6) | 0 |
Deferred payments on acquisitions | 5.8 | 0.1 |
Repayments of Long-term Capital Lease Obligations | (3) | (2.2) |
Excess tax benefits from stock based compensation | 10.5 | 3.9 |
Net proceeds from issuance of stock to employees | 40.7 | 56 |
Net cash provided by (used for) financing activities | (297.9) | 3,510.9 |
Payments of Debt Issuance Costs | 0 | (36.7) |
Repayments of Long-term Lines of Credit | 0 | (60) |
Net earnings | 359 | 173.5 |
Earnings before income taxes | 569.3 | 298.8 |
Payments on bridge loan | 0 | (400) |
Repayments of Senior Debt | (325) | (250) |
Proceeds from bridge loan | 0 | 400 |
Proceeds from Issuance of Other Long-term Debt | 0 | 1,000 |
Accreted interest on zero-coupon subordinated notes | 0.9 | 1 |
Proceeds from Sale of Equity Method Investments | 12.7 | 8 |
Payments On Zero Coupon Subordinated Notes | 13.7 | |
Line of Credit Facility Payment | 0 | (160) |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 247.8 | 219.9 |
Stock compensation | 57.6 | 54 |
Loss on sale of assets | (7.9) | (0.1) |
Cumulative earnings in excess of distributions from equity method investments | 0.1 | (2.6) |
Asset Impairment Charges | 0 | 14.8 |
Deferred income taxes | 43.3 | (4.9) |
Change in assets and liabilities (net of effects of acquisitions): | ||
Increase in accounts receivable (net) | (99.6) | (53.8) |
Increase (Decrease) in Unbilled Receivables | (50.4) | (24.7) |
Increase in inventories | 0.6 | 9.5 |
Decrease in prepaid expenses and other | 3.4 | 14.9 |
Decrease in accounts payable | (54.3) | (33.8) |
Increase (Decrease) in Deferred Revenue | 32.7 | 2.6 |
Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities | (66.6) | (60.5) |
Net cash provided by operating activities | 466.6 | 309.8 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (138.4) | (102.9) |
Proceeds from sale of assets | 21.3 | 0.5 |
Investments in equity affiliates | (9.9) | (4.8) |
Acquisition of businesses, net of cash acquired | (144.1) | (3,684.4) |
Net cash used for investing activities | (258.4) | (3,783.6) |
Proceeds from Issuance of Long-term Debt | 0 | 2,900 |
Effect of exchange rate changes on cash and cash equivalents | 12.9 | 1.9 |
Net increase (decrease) in cash and cash equivalents | (76.8) | |
Cash and cash equivalents at beginning of period | 716.4 | 580 |
Cash and cash equivalents at end of period | $ 639.6 | $ 619 |
BASIS OF FINANCIAL STATEMENT PR
BASIS OF FINANCIAL STATEMENT PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Financial Statement Presentation | BASIS OF FINANCIAL STATEMENT PRESENTATION Laboratory Corporation of America Holdings together with its subsidiaries (Company) is the world’s leading healthcare diagnostics company, providing comprehensive clinical laboratory services and end-to-end drug development support. The Company’s strategic vision is to improve health and improve lives by delivering world class diagnostic solutions, bringing innovative medicines to patients faster, and changing the way care is provided through the deployment of technology-enabled solutions. The Company serves managed care organizations (MCOs), biopharmaceutical companies, governmental agencies, physicians, hospitals and health systems, employers, patients and consumers, food and nutritional companies and independent clinical laboratories. The Company believes that it generated more revenue from laboratory testing than any other company in the world in 2015. The Company reports its business in two segments, LabCorp Diagnostics (LCD) and Covance Drug Development (CDD). For further financial information about these segments, see Note 14 (Business Segment Information). During the three months ended June 30, 2016 , LCD and CDD contributed 69.7% and 30.3% , respectively, of net revenues to the Company. During the six months ended June 30, 2016 , LCD and CDD contributed 69.5% and 30.5% , respectively, of net revenues to the Company. The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries for which it exercises control. Long-term investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for using the equity method. 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 condensed consolidated financial statements. The financial statements of the Company's operating foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average monthly exchange rates prevailing during the period. Resulting translation adjustments are included in “accumulated other comprehensive income.” The accompanying condensed consolidated financial statements of the Company are unaudited. In the opinion of management, all adjustments necessary for a fair statement of results of operations, cash flows and financial position have been made. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for a full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles (GAAP). The condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s 2015 Annual Report on Form 10-K, as amended. Therefore, the interim statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (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 GAAP. 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. As originally issued, the new revenue recognition standard would be effective for the Company beginning January 1, 2017. On July 9, 2015, the FASB approved the proposal to defer the effective date of this standard by one year. The standard will be effective for the Company beginning January 1, 2018, with early adoption permitted for annual periods beginning after December 16, 2016. 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 ending 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. In November 2015, the FASB issued a new accounting standard that requires deferred tax liabilities and assets to be classified as noncurrent on the consolidated balance sheet. The Company early adopted this standard on a full-retrospective basis as of March 31, 2016. The adoption of this standard did not have a material impact on the consolidated financial statements. In January 2016, the FASB issued a new accounting standard that addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. A financial instrument is defined as cash, evidence of ownership interest in a company or other entity, or a contract that both: (i) imposes on one entity a contractual obligation either to deliver cash or another financial instrument to a second entity or to exchange other financial instruments on potentially unfavorable terms with the second entity and (ii) conveys to that second entity a contractual right either to receive cash or another financial instrument from the first entity or to exchange other financial instruments on potentially favorable terms with the first entity. The standard will be effective for the Company beginning January 1, 2018, with early adoption permitted. The Company is evaluating the impact that this new standard will have on the consolidated financial statements. In February 2016, the FASB issued a new accounting standard that sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for based on guidance similar to current guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is evaluating the impact that this new standard will have on the consolidated financial statements. In March 2016, the FASB issued a new accounting standard intended to simplify aspects of share-based payment accounting. The standard changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. The update is effective on January 1, 2017, with early adoption permitted. The Company is currently evaluating this new standard and the impact it will have on the consolidated financial statements. In March 2016, the FASB issued a new accounting standard intended to simplify aspects of the equity method of accounting. The standard eliminates the requirement that when an investment qualifies for use of the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The standard requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The update is effective on January 1, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. In June 2016, the FASB issued a new accounting standard intended to provide financial statement users with more decision-useful information about expected credit losses and other commitments to extend credit held by the reporting entity. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The update is effective on January 1, 2020, with early adoption permitted. The Company is currently evaluating this new standard and the impact it will have on the consolidated financial statements. Reclassifications The Company has reclassified debt issuance costs from prepaid expenses and other assets, net to direct deductions from the associated debt liability in the December 31, 2015 consolidated balance sheet in accordance with the implementation of a FASB standard update that the company adopted as of January 1, 2016. In addition, the Company has reclassified short-term deferred tax assets and short-term deferred tax liabilities to net long-term deferred tax assets and net long-term deferred tax liabilities by jurisdiction, respectively, in the December 31, 2015 consolidated balance sheet in accordance with the implementation of a FASB standard update that the Company adopted as of January 1, 2016. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
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, restricted stock units, 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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings per share: Net earnings $ 198.2 102.2 $ 1.94 $ 169.8 100.7 $ 1.69 $ 358.4 101.9 $ 3.52 $ 172.9 96.3 $ 1.80 Dilutive effect of employee stock options and awards — 1.1 — 1.2 — 1.2 — 1.2 Effect of convertible debt — 0.6 — 0.6 — 0.6 — 0.6 Diluted earnings per share: Net earnings including impact of dilutive adjustments $ 198.2 103.9 $ 1.91 $ 169.8 $ 102.5 $ 1.66 $ 358.4 $ 103.7 $ 3.46 $ 172.9 $ 98.1 $ 1.76 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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options — 0.1 — 0.1 |
RESTRUCTURING AND OTHER SPECIAL
RESTRUCTURING AND OTHER SPECIAL CHARGES | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING AND OTHER SPECIAL CHARGES During the first six months of 2016 , the Company recorded net restructuring and other special charges of $25.8 ; $2.8 within LCD and $23.0 within CDD. The charges were comprised of $9.0 related to severance and other personnel costs along with $21.6 in costs associated with facility closures. A substantial portion of these costs relate to the planned closure of duplicative data center operations and other facilities. The Company reversed previously established reserves of $2.6 in unused severance reserves primarily as the result of selling one of CDD's minimum volume service contract facilities to a third party and $2.2 for costs related to unused facilities. The Company incurred additional legal and other costs of $2.7 relating to the wind down of its minimum volume service contract operations. The Company also recorded $5.7 in consulting expenses relating to fees incurred as part of its Acquisition integration costs and compensation analysis, along with $1.7 in short-term equity retention arrangements relating to the Acquisition and $4.5 of accelerated equity compensation relating to the announced retirement of a Company executive (all recorded in selling, general and administrative expenses). In addition, the Company incurred $3.4 of non-capitalized costs associated with the implementation of a major system as part of its LaunchPad business process improvement initiative. In conjunction with certain international legal entity tax structuring, the Company recorded a one-time tax liability of $1.1 . During the first six months of 2015, the Company recorded net restructuring and other special charges of $33.6 . The charges were comprised of $9.5 related to severance and other personnel costs along with $24.7 in costs associated with facility closures and general integration initiatives. These charges were partially offset by the reversal of previously established reserves of $0.6 in unused facility-related costs. In addition, during the six months ended June 30, 2015, the Company recorded $11.9 in consulting expenses (recorded in selling, general and administrative expenses) relating to fees incurred as part of LaunchPad. The Company also recorded $166.0 of deal costs related to the Acquisition, of which $113.4 is included in selling and $52.6 is included in interest expense. The following represents the Company’s restructuring reserve activities for the period indicated: LCD CDD Severance and Other Employee Costs Lease and Other Facility Costs Severance and Other Employee Costs Lease and Other Facility Costs Total Balance as of December 31, 2015 $ 0.1 $ 26.5 $ 51.5 $ 1.1 $ 79.2 Restructuring charges 4.5 0.6 4.5 21.0 30.6 Reduction of prior restructuring accruals — (2.3 ) (2.3 ) (0.2 ) (4.8 ) Cash payments and other adjustments (3.5 ) (8.4 ) (15.6 ) 2.9 (24.6 ) Balance as of June 30, 2016 $ 1.1 $ 16.4 $ 38.1 $ 24.8 $ 80.4 Current $ 50.0 Non-current 30.4 $ 80.4 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill for the six-month period ended June 30, 2016 and for the year ended December 31, 2015 are as follows: LCD CDD Total June 30, December 31, 2015 June 30, December 31, 2015 June 30, December 31, 2015 Balance as of January 1 $ 3,201.7 $ 2,988.9 $ 2,990.2 $ 110.5 $ 6,191.9 $ 3,099.4 Goodwill acquired during the period 87.2 225.6 — 2,969.0 87.2 3,194.6 Adjustments to goodwill 49.3 (12.8 ) (110.1 ) (89.3 ) (60.8 ) (102.1 ) Balance at end of period $ 3,338.2 $ 3,201.7 $ 2,880.1 $ 2,990.2 $ 6,218.3 $ 6,191.9 The components of identifiable intangible assets are as follows: June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 3,213.9 $ (791.0 ) $ 2,422.9 $ 3,137.8 $ (725.6 ) $ 2,412.2 Patents, licenses and technology 318.3 (155.4 ) 162.9 309.6 (144.7 ) 164.9 Non-compete agreements 51.8 (39.6 ) 12.2 51.2 (37.2 ) 14.0 Trade names 400.5 (128.7 ) 271.8 400.9 (115.5 ) 285.4 Land use right 6.4 (0.9 ) 5.5 5.5 (0.6 ) 4.9 Canadian licenses 482.6 — 482.6 451.0 — 451.0 $ 4,473.5 $ (1,115.6 ) $ 3,357.9 $ 4,356.0 $ (1,023.6 ) $ 3,332.4 Amortization of intangible assets for the three-month and six-month periods ended June 30, 2016 was $45.3 and $89.6 , respectively; and $44.6 and $75.7 for the three-month and six-month periods ended June 30, 2015 , respectively. Amortization expense for the net carrying amount of intangible assets is estimated to be $82.7 for the remainder of fiscal 2016 , $ 172.0 in fiscal 2017 , $161.3 in fiscal 2018 , $154.4 in fiscal 2019 , $148.0 in fiscal 2020 and $2,087.0 thereafter. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Short-term borrowings and the current portion of long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, 2015 Zero-coupon convertible subordinated notes $ 81.7 $ 94.5 3.125% senior notes due 2016 — 325.0 Debt issuance costs (0.8 ) (1.0 ) Current portion of capital leases 6.5 5.4 Total short-term borrowings and current portion of long-term debt $ 87.4 $ 423.9 Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, 2015 2.20% senior notes due 2017 $ 500.0 $ 500.0 2.50% senior notes due 2018 400.0 400.0 4.625% senior notes due 2020 639.3 621.6 2.625% senior notes due 2020 500.0 500.0 3.75% senior notes due 2022 500.0 500.0 3.20% senior notes due 2022 500.0 500.0 4.00% senior notes due 2023 300.0 300.0 3.60% senior notes due 2025 1,000.0 1,000.0 4.70% senior notes due 2045 900.0 900.0 Term loan 715.0 715.0 Debt issuance costs (47.7 ) (51.8 ) Capital leases 61.0 55.5 Total long-term debt $ 5,967.6 $ 5,940.3 Senior Notes As a result of the Acquisition, the Company assumed privately placed senior notes in an aggregate principal amount of $250.0 issued by Covance pursuant to a Note Purchase Agreement dated October 2, 2013. On March 5, 2015, the Company caused Covance to prepay all of the outstanding Senior Notes at 100% of the principal amount plus accrued interest, and a total make-whole amount of $37.4 , which was expensed. The Note Purchase Agreement terminated effective March 5, 2015 in connection with the prepayment of the Senior Notes. During the third quarter of 2013, the Company entered into two fixed-to-variable interest rate swap agreements for its 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 and added to the value of the senior notes, with an aggregate fair value of $ 39.3 at June 30, 2016 and $21.6 at December 31, 2015 . Zero-Coupon Subordinated Notes On March 11, 2016, the Company announced that for the period from March 12, 2016 to September 11, 2016, 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 March 8, 2016, in addition to the continued accrual of the original issue discount. During the six months ended June 30, 2016, the Company settled notices to convert $15.3 aggregate principal amount at maturity of its zero-coupon subordinated notes with a conversion value of $26.1 . The total cash used for these settlements was $13.7 and the Company also issued $0.1 in additional shares of common stock. As a result of these conversions, in 2016 the Company also reversed deferred tax liabilities of $13.8 . On July 1, 2016, 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 the 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 July 1, 2016 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 Friday, September 30, 2016. 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. Credit Facilities As part of its financing of the Acquisition, the Company entered into a $1,000.0 term loan. The term loan credit facility will mature five years after the closing date of the Acquisition and may be prepaid without penalty. The term loan balance at June 30, 2016 and December 31, 2015 was $715.0 . On December 19, 2014 , the Company 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 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 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. There was no outstanding balance on the Company's revolving credit facility at June 30, 2016 or December 31, 2015 . 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 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 Acquisition. 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 Acquisition. 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. On March 16, 2015, the Company elected to prepay the bridge facility without penalty. Under the term loan facility and the revolving credit facility, 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 declines over time. From and after the Acquisition Date, the leverage ratio must not have been 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, must be no greater than 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 must be no greater than 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 revolving credit facility at June 30, 2016 . As of June 30, 2016 , the ratio of total debt to consolidated trailing 12-month EBITDA was 3.3 to 1.0. The term loan credit facility accrues 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 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 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 revolving credit facility, at a per annum rate ranging from 0.125% to 0.40% . The interest margin applicable to the credit facilities, and the facility fee and letter of credit fees payable under the 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. As of June 30, 2016 , the effective interest rate on the revolving credit facility was 1.56% and the effective interest rate on the term loan was 1.71% . |
PREFERRED STOCK AND COMMON SHAR
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
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. 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 June 30, 2016 or December 31, 2015. The changes in common shares issued and held in treasury are summarized below: Issued Held in Treasury Outstanding Common shares at December 31, 2015 123.9 (22.6 ) 101.3 Common stock issued under employee stock plans 1.1 — 1.1 Common stock issued upon conversion of zero-coupon subordinated notes 0.1 — 0.1 Surrender of restricted stock and performance share awards — (0.3 ) (0.3 ) Common shares at June 30, 2016 125.1 (22.9 ) 102.2 Share Repurchase Program As of June 30, 2016 and December 31, 2015 , the Company had outstanding authorization from the Board of Directors to purchase up to $789.5 of Company common stock based on settled trades as of these respective dates. The repurchase authorization has no expiration date. Following the announcement of the Acquisition, the Company suspended its share repurchases. The Company does not anticipate resuming its share repurchase activity until it approaches its targeted ratio of total debt to consolidated trailing 12-month EBITDA of 2.5 to 1.0. However, the Company will continue to evaluate all opportunities for strategic deployment of capital in light of market conditions. Accumulated Other Comprehensive Earnings The components of accumulated other comprehensive earnings are as follows: Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Earnings (Loss) Balance at December 31, 2015 (a) $ (293.0 ) $ (74.4 ) $ (367.4 ) Other comprehensive earnings before reclassifications 39.0 9.6 48.6 Amounts reclassified from accumulated other comprehensive earnings to the Condensed Consolidated Statement of Operations (b) — (8.4 ) (8.4 ) Tax effect of adjustments (29.6 ) (0.6 ) (30.2 ) Balance at June 30, 2016 $ (283.6 ) $ (73.8 ) $ (357.4 ) (a) The December 31, 2015 foreign currency translation adjustment reflects the changes recorded due to the cumulative translation adjustment of allocating the intangible assets associated with the Acquisition (b) The amortization of prior service cost is included in the computation of net periodic benefit cost. See Note 10 (Pension and Post-retirement Plans) below for additional information regarding the Company's net periodic benefit cost. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES 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 gross unrecognized income tax benefits were $24.2 and $24.2 at June 30, 2016 and December 31, 2015 , respectively. It is anticipated that the amount of the unrecognized income tax benefits will change within the next 12 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. As of June 30, 2016 and December 31, 2015 , $24.2 and $24.2 , respectively, were the approximate amount of gross unrecognized income tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. 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 $13.6 and $12.7 as of June 30, 2016 and December 31, 2015 , respectively. The valuation allowance provided as a reserve against certain deferred tax assets is $14.5 and $15.1 as of June 30, 2016 and December 31, 2015 , respectively. 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 2010 and 2004, respectively. The IRS is currently examining the Company's 2014 federal income tax return. The Canada Revenue Agency is currently examining the 2013 and 2014 tax returns. The Company has various state and international income tax examinations ongoing throughout the year. Management believes adequate provisions have been recorded related to all open tax years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is involved from time to time in various claims and legal actions, including arbitrations, class actions, and other litigation (including those described in more detail below), arising in the ordinary course of business. Some of these actions involve claims that are substantial in amount. These matters include, but are not limited to, intellectual property disputes, commercial and contract disputes, professional liability, employee-related matters, and inquiries, including subpoenas and other civil investigative demands, from governmental agencies and Medicare or Medicaid payers and MCOs reviewing billing practices or requesting comment on allegations of billing irregularities that are brought to their attention through billing audits or third parties. The Company receives civil investigative demands or other inquiries from various governmental bodies in the ordinary course of its business. Such inquiries can relate to the Company or other healthcare providers. The Company works cooperatively to respond to appropriate requests for information. The Company also is named from time to time in suits brought under the qui tam provisions of the False Claims Act and comparable state laws. These suits typically allege that the Company has made false statements and/or certifications in connection with claims for payment from U.S. or state healthcare programs. The suits may remain under seal (hence, unknown to the Company) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff. Such claims are an inevitable part of doing business in the healthcare field today. The Company believes that it is in compliance in all material respects with all statutes, regulations and other requirements applicable to its clinical laboratory operations and drug development support services. The healthcare diagnostics and drug development industries are, however, subject to extensive regulation, and the courts have not interpreted many of the applicable statutes and regulations. There can be no assurance, therefore, that the 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 in preliminary stages, and many of these cases seek an indeterminate amount of damages. The Company records an aggregate legal reserve, which is determined using 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 losses for the proceedings described in more detail below in which damages either have not been specified or, in the Company's judgment, are unsupported and/or exaggerated and (i) the proceedings are in early stages; (ii) there is uncertainty as to the outcome of pending appeals or motions; (iii) there are significant factual issues to be resolved; and/or (iv) there are novel legal issues to be presented. For these proceedings, however, the Company does not believe, based on currently available information, that the outcomes 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. As reported, the Company reached a settlement in the previously disclosed lawsuit, California ex rel. Hunter Laboratories, LLC et al. v. Quest Diagnostics Incorporated, et al. (Hunter Labs Settlement Agreement), to avoid the uncertainty and costs associated with prolonged litigation. Pursuant to the executed Hunter Labs Settlement Agreement, the Company recorded a litigation settlement expense of $34.5 in the second quarter of 2011 (net of a previously recorded reserve of $15.0 ) and paid the settlement amount of $49.5 in the third quarter of 2011. The Company also agreed to certain reporting obligations regarding its pricing for a limited time period and, at the option of the Company in lieu of such reporting obligations, to provide Medi-Cal with a discount from Medi-Cal's otherwise applicable maximum reimbursement rate from November 1, 2011, through October 31, 2012. In 2011, the California legislature enacted Assembly Bill No. 97, which imposed a 10.0% Medi-Cal payment cut on most providers, including clinical laboratories. This 10.0% cut is currently being applied to the rates that would otherwise be applicable. In 2012, the California legislature enacted Assembly Bill No. 1494, which directed the Department of Healthcare Services (DHCS) to establish new reimbursement rates for Medi-Cal clinical laboratory services based on payments made to California clinical laboratories for similar services by other third-party payers, and provided that until the new rates are set through this process, Medi-Cal payments for clinical laboratory services will be reduced (in addition to a 10.0% payment reduction imposed by Assembly Bill No. 97 in 2011) by “up to 10 percent” for tests with dates of service on or after July 1, 2012, with a cap on payments set at 80.0% of the lowest maximum allowance established under the Medicare program. Under the terms of the Hunter Labs Settlement Agreement, the enactment of this California legislation terminates the Company's reporting obligations (or obligation to provide a discount in lieu of reporting) under that agreement. In April 2015, CMS approved a 10.0% payment reduction under Assembly Bill No. 1494. The new rate methodology established new rates that were effective July 1, 2015, but these new rates were not entered into the state computer system until February 2016. Based on reported 2015 payment data, new rates were established to be effective July 1, 2016, but due to computer system delays, these rates will not be implemented before September, 2016. DHCS has not provided further direction regarding possible recoupments and specific timeframes. Taken together, these changes are not expected to have a material impact on the Company's consolidated revenues or results of operations. As previously reported, the Company responded to an October 2007 subpoena from the U.S. Department of Health & Human Services Office of Inspector General's regional office in New York. On August 17, 2011, the United States District Court for 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 the False Claims Acts of 14 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's Motion to Dismiss was granted in October 2014 and Plaintiff was granted the right to replead. On January 11, 2016, Plaintiff filed a motion requesting leave to file an amended complaint under seal and to vacate the briefing schedule for the Company's motion to dismiss, while the government reviews the amended complaint. The Court granted the motion and vacated the briefing dates. Plaintiff then filed an amended complaint under seal. The Company will vigorously defend the lawsuit. In addition, the Company has received various 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 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 lawsuit, 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. The Company's Motion to Dismiss was denied in February 2015. The Company will vigorously defend the lawsuit. 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 State of Georgia filed a Notice of Declination on August 13, 2012, before the Company was served with the Complaint. 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. On March 14, 2014, the Company's Motion to Dismiss was granted. The Plaintiffs repled their complaint and the Company filed a Motion to Dismiss the First Amended Complaint. In May 2015, the Court dismissed the Plaintiffs' anti-kickback claim and remanded the remaining state law claims to the State Court of Fulton County. In July 2015, the Company filed a Motion to Dismiss these remaining claims. The Plaintiffs filed an opposition to the Company's Motion to Dismiss in August 2015. Also, the State of Georgia filed a brief as amicus curiae. The Company will vigorously defend the lawsuit. 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 Company owned 50.0% of Tri-State Clinical Laboratory Services, LLC, which was dissolved in June of 2011 pursuant to a voluntary petition filed under Chapter 7 of Title 11 of the United States Code. 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 Stark and Anti-Kickback Statutes. 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 reached a settlement in principle, which the Court approved on July 18, 2016. 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. In June 2015, Plaintiff's Motion for Class Certification was denied. The Plaintiff has appealed the denial of class certification, and the trial court has stayed the case pending resolution of the appeal. The Company will vigorously defend the lawsuit. 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 U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to Plaintiff and more than 39 other recipients without the recipients' prior express invitation or permission. The lawsuit seeks the greater of actual damages or the sum of $0.0005 for each violation, subject to trebling under the 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 filed a notice of appeal. On May 3, 2016, the United States Court of Appeals for the Eighth Circuit issued its decision and order reversing the District Court's decision which denied class certification. The Eighth Circuit remanded the matter for further proceedings. The Company will vigorously defend the lawsuit. 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 25.0% 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 was $4.4 . The Plaintiff opposed the remittitur and the Court ordered a new trial on the issue of damages only. The parties reached a settlement, which was approved by the District Court on June 14, 2016. On August 31, 2015, the Company was served with a putative class action lawsuit, Patty Davis v. Laboratory Corporation of America, et al., filed in the Circuit Court of the Thirteenth Judicial Circuit for Hillsborough County, Florida. The complaint alleges that the Company violated the Florida Consumer Collection Practices Act by billing patients who were collecting benefits under the Workers’ Compensation Statutes. The lawsuit seeks injunctive relief and actual and statutory damages, as well as recovery of attorney's fees and legal expenses. The Company will vigorously defend the lawsuit. In December 2014, the Company received a Civil Investigative Demand issued pursuant to the U.S. 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. The Company holds an investment in a joint venture partnership located in Alberta, Canada. 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 healthcare programs. In December 2013, Alberta Health Services (AHS), the Alberta government's healthcare program, issued a request for proposals for laboratory services that included the scope of services performed by the Canadian partnership. In October 2014, AHS informed the Canadian partnership that it had not been selected as the preferred proponent. In November 2014, the Canadian partnership submitted a vendor bid appeal upon the belief that there were significant flaws and failures in the conduct of the request for proposal process, which drove to a biased conclusion. AHS established a Vendor Bid Appeal Panel to hear the appeal, and the hearing was conducted in February 2015. In August 2015, AHS was directed to cancel the request for proposal process. Subsequently, the Canadian partnership entered into a one-year extension through March 31, 2017 of its existing contract with AHS. If the contract is not renewed after March 2017, then the Canadian partnership's revenues would decrease substantially and the carrying value of the Company's investment could potentially be impaired. The Company is currently in discussions with AHS regarding the terms of the contract renewal. On June 23, 2016, the Centers for Medicare and Medicaid Services (CMS) published a final rule implementing the Protecting Access to Medicare Act of 2014 (PAMA), which required establishment of a new Medicare reimbursement system for clinical lab tests paid under the Clinical Laboratory Fee Schedule (CLFS), based on private payer rates, as reported to CMS. Although the new payment system was supposed to go into effect for tests furnished after January 1, 2017, the CMS rulemaking process was delayed, and the new rates will not be effective until January 1, 2018 pursuant to the final rule. Under the new system the Company must collect data on private payer rates and report the data to CMS every three years for most types of tests. The Company does not expect that the new reporting requirements will have a material impact on its business or results of operations. CMS will use the data reported by all applicable labs to calculate a weighted median of private payer rates for each test performed, and that weighted median will be the new Medicare rate. Rate reductions for existing tests under the new system will be phased in over six years. The Company is still assessing the full impact of the final rule, but has been preparing for it for some time. Medicare reimbursement under the CLFS represents less than 10% of the Company’s consolidated revenue. 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. As of June 30, 2016 , the Company had provided letters of credit aggregating approximately $55.0 , 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. |
PENSION AND POSTRETIREMENT PLAN
PENSION AND POSTRETIREMENT PLANS | 6 Months Ended |
Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | PENSION AND POST-RETIREMENT PLANS The Company’s defined contribution retirement plan (401K Plan) covers substantially all pre-Acquisition employees. All employees eligible for the 401K Plan receive a minimum 3% non-elective contribution concurrent with each payroll period. 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 years of service with the Company. The cost of this plan was $13.8 and $13.3 for the three months ended June 30, 2016 and 2015, respectively, and was $27.2 and $26.2 for the six months ended June 30, 2016 and 2015, respectively. The Company also incurred expense of $12.8 and $11.1 for the Covance 401K plan assumed as a result of the Acquisition during the three months ended June 30, 2016 and 2015, respectively, and $26.5 and $15.8 during the six months ended June 30, 2016 and 2015, respectively. All of the Covance U.S. employees are eligible to participate in the discretionary Covance 401K plan, which features a Company match, based upon a percentage of the employee’s contributions. The Company also maintains a frozen defined benefit retirement plan (Company Plan), which as of December 31, 2009, covered substantially all employees. The benefits to be paid under the Company Plan are based on years of credited service through December 31, 2009 and ongoing interest credits. Effective January 1, 2010, the Company Plan was closed to new participants. The Company’s policy is to fund the Company Plan with at least the minimum amount required by applicable regulations. The Company maintains a second unfunded, non-contributory, non-qualified defined benefit retirement plan (PEP), which as of December 31, 2009, covered substantially all of its senior management group. The PEP supplements the Company Plan and was also closed to new participants effective January 1, 2010. The effect on operations for the Company Plan and the PEP is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 1.2 $ 0.9 $ 2.4 $ 1.9 Interest cost on benefit obligation 3.9 3.8 7.8 7.6 Expected return on plan assets (4.2 ) (4.6 ) (8.4 ) (9.2 ) Net amortization and deferral 2.8 2.7 5.6 5.4 Defined benefit plan costs $ 3.7 $ 2.8 $ 7.4 $ 5.7 During the three and six months ended June 30, 2016 , the Company contributed $2.5 and $4.8 , respectively, to the Company Plan. The Company has assumed the 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. The Company funds the plan through monthly contributions to a Health Reimbursement Arrangement, which can be used by eligible participants to purchase health care insurance through insurance exchanges. Effective January 1, 2017, Health Reimbursement Arrangement contributions for Medicare eligible participants will cease. The effect on operations of the post-retirement medical plan is shown in the following table: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for benefits earned $ — $ — $ — $ 0.1 Interest cost on benefit obligation 0.1 0.2 0.2 0.5 Net amortization and deferral (4.2 ) (2.2 ) (8.0 ) (4.6 ) Post-retirement medical plan benefits $ (4.1 ) $ (2.0 ) $ (7.8 ) $ (4.0 ) In addition to the PEP, as a result of the Acquisition, the Company also has a frozen non-qualified Supplemental Executive Retirement Plan (SERP). The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers of the Company. Benefit amounts are based upon years of service and compensation of the participating employees. The pension benefit obligation as of the Acquisition Date was $32.8 . The components of the net periodic pension cost for the three and six months ended June 30, 2016 and June 30, 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost $ — $ 0.1 $ — $ 0.1 Interest cost 0.2 0.3 0.4 0.4 Net periodic pension cost $ 0.2 $ 0.4 $ 0.4 $ 0.5 Also as a result of the Acquisition, the Company sponsors a post-employment retiree health and welfare plan for the benefit of eligible employees at certain U.S. subsidiaries who retire after satisfying service and age requirements. Effective January 1, 2017, this Plan will cease directly providing medical, prescription drug and dental coverage options currently available to eligible participants. Instead, the Company will fund the plan through monthly contributions to a Health Reimbursement Arrangement, which can be used by non-Medicare eligible participants to purchase health care insurance through insurance exchanges. The net periodic post-retirement benefit cost for the three months ended June 30, 2016 and 2015 was $0.4 and $0.1 , respectively, and was $0.8 and $0.1 for the six months ended June 30, 2016 and 2015, respectively. The pension benefit obligation as of the Acquisition Date was $6.3 . As a result of the Acquisition, the Company sponsors two defined benefit pension plans for the benefit of its employees at two United Kingdom subsidiaries and one defined benefit pension plan for the benefit of its employees at a German subsidiary, all of which are legacy plans of previously acquired companies. Benefit amounts for all three plans are based upon years of service and compensation. The German plan is unfunded while the United Kingdom pension plans are funded. The Company’s funding policy has been to contribute annually a fixed percentage of the eligible employees' salary at least equal to the local statutory funding requirements. United Kingdom Plans Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.8 $ 0.8 $ 1.6 $ 1.1 Interest cost on benefit obligation 2.2 2.3 4.4 3.0 Expected return on plan assets (3.1 ) (3.2 ) (6.2 ) (4.3 ) Defined benefit plan costs $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) Assumptions used to determine defined benefit plan cost Discount rate 3.8 % 3.6 % 3.8 % 3.6 % Expected return on assets 5.6 % 5.4 % 5.6 % 5.4 % Salary increases 3.6 % 3.5 % 3.6 % 3.5 % German Plan Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.2 $ 0.4 $ 0.5 $ 0.5 Interest cost on benefit obligation 0.2 0.1 0.3 0.1 Net amortization and deferral (0.1 ) — (0.1 ) — Defined benefit plan costs $ 0.3 $ 0.5 $ 0.7 $ 0.6 Assumptions used to determine defined benefit plan cost Discount rate 2.5 % 1.5 % 2.5 % 1.5 % Expected return on assets N/A N/A N/A N/A Salary increases 2.0 % 2.0 % 2.0 % 2.0 % The effect on operations for the Company Plan and the PEP is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 1.2 $ 0.9 $ 2.4 $ 1.9 Interest cost on benefit obligation 3.9 3.8 7.8 7.6 Expected return on plan assets (4.2 ) (4.6 ) (8.4 ) (9.2 ) Net amortization and deferral 2.8 2.7 5.6 5.4 Defined benefit plan costs $ 3.7 $ 2.8 $ 7.4 $ 5.7 |
Pension And Postretirement Plans | As a result of the Acquisition, the Company sponsors two defined benefit pension plans for the benefit of its employees at two United Kingdom subsidiaries and one defined benefit pension plan for the benefit of its employees at a German subsidiary, all of which are legacy plans of previously acquired companies. Benefit amounts for all three plans are based upon years of service and compensation. The German plan is unfunded while the United Kingdom pension plans are funded. The Company’s funding policy has been to contribute annually a fixed percentage of the eligible employees' salary at least equal to the local statutory funding requirements. United Kingdom Plans Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.8 $ 0.8 $ 1.6 $ 1.1 Interest cost on benefit obligation 2.2 2.3 4.4 3.0 Expected return on plan assets (3.1 ) (3.2 ) (6.2 ) (4.3 ) Defined benefit plan costs $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) Assumptions used to determine defined benefit plan cost Discount rate 3.8 % 3.6 % 3.8 % 3.6 % Expected return on assets 5.6 % 5.4 % 5.6 % 5.4 % Salary increases 3.6 % 3.5 % 3.6 % 3.5 % German Plan Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.2 $ 0.4 $ 0.5 $ 0.5 Interest cost on benefit obligation 0.2 0.1 0.3 0.1 Net amortization and deferral (0.1 ) — (0.1 ) — Defined benefit plan costs $ 0.3 $ 0.5 $ 0.7 $ 0.6 Assumptions used to determine defined benefit plan cost Discount rate 2.5 % 1.5 % 2.5 % 1.5 % Expected return on assets N/A N/A N/A N/A Salary increases 2.0 % 2.0 % 2.0 % 2.0 % |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 is as follows: Fair Value Measurements as of Fair Value as of June 30, 2016 Using Fair Value Hierarchy June 30, 2016 Level 1 Level 2 Level 3 Noncontrolling interest put $ 15.9 $ — $ 15.9 $ — Interest rate swap 39.3 39.3 — Cash surrender value of life insurance policies 49.4 — 49.4 — Deferred compensation liability 50.2 — 50.2 — Fair Value Measurements as of Fair Value as of December 31, 2015 Using Fair Value Hierarchy December 31, 2015 Level 1 Level 2 Level 3 Noncontrolling interest put $ 14.9 $ — $ 14.9 $ — Interest rate swap 21.6 — 21.6 — Cash surrender value of life insurance policies 45.5 — 45.5 — Deferred compensation liability 46.4 — 46.4 — The Company has a noncontrolling interest put related to its Ontario subsidiary that has been classified as mezzanine equity in the Company’s condensed consolidated balance sheet. The noncontrolling interest put is valued at its contractually determined value, which approximates fair value. The Company offers certain employees the opportunity to participate in a deferred compensation plan (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 these policies are based upon earnings and changes in the value of the underlying investments, which are typically invested in a manner similar 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 $156.6 and $177.1 as of June 30, 2016 and December 31, 2015 , respectively. The fair market value of all of the senior notes, based on market pricing, was approximately $6,127.4 and $6,070.5 as of June 30, 2016 and December 31, 2015 , respectively. The Company's note and debt instruments are classified as Level 2 instruments, as the fair market values of these instruments are determined using other observable inputs. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 6 Months Ended |
Jun. 30, 2016 | |
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 and foreign exchange 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) and forward contracts. Although the Company’s zero-coupon subordinated notes contain features that are considered to be embedded derivative instruments (see Embedded Derivatives Related to the Zero-Coupon Subordinated Notes 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 its 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 and added to the value of the senior notes, with an aggregate fair value of $ 39.3 and $21.6 at June 30, 2016 and December 31, 2015, respectively. 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. 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 June 30, 2016 and December 31, 2015 . These embedded derivatives also had no impact on the condensed consolidated statements of operations for the six months ended June 30, 2016 and 2015 , respectively. Derivatives Instruments The Company periodically enters into foreign currency forward contracts, which are recognized as assets or liabilities at their fair value. These contracts do not qualify for hedge accounting and the changes in fair value are recorded directly to earnings. The contracts are short-term in nature and the fair value of these contracts is based on market prices for comparable contracts. The fair value of these contracts is not significant as of June 30, 2016 and December 31, 2015. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Supplemental Cash Flow Information | Six Months Ended June 30, 2016 2015 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 103.6 $ 54.5 Income taxes, net of refunds 164.9 90.6 Disclosure of non-cash financing and investing activities: Surrender of restricted stock awards and performance awards $ 33.1 $ 10.4 Non-cash stock consideration for the Acquisition — 1,762.5 Conversion of zero-coupon convertible debt 4.9 — Assets acquired under capital leases 9.5 18.0 Increase (decrease) in accrued liabilities for the purchase of property, plant and equipment 1.7 0.3 | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, 2016 2015 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 103.6 $ 54.5 Income taxes, net of refunds 164.9 90.6 Disclosure of non-cash financing and investing activities: Surrender of restricted stock awards and performance awards $ 33.1 $ 10.4 Non-cash stock consideration for the Acquisition — 1,762.5 Conversion of zero-coupon convertible debt 4.9 — Assets acquired under capital leases 9.5 18.0 Increase (decrease) in accrued liabilities for the purchase of property, plant and equipment 1.7 0.3 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS ACQUISITIONS During the six months ended June 30, 2016 , the Company acquired various laboratories and related assets for approximately $ 144.1 in cash (net of cash acquired). The purchase consideration for these acquisitions has been allocated to the estimated fair market value of the net assets acquired, including approximately $ 58.3 in identifiable intangible assets (primarily customer relationships and non-compete agreements) and a residual amount of goodwill of approximately $ 87.2 . 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 testing capabilities. The Company completed the acquisition of Covance Inc. (Acquisition) for $6,150.7 on February 19, 2015 (Acquisition Date). The Company finalized its purchase price allocation during the measurement period. The facts and circumstances that existed at the date of the Acquisition, if known, would have affected the measurement of the amounts recognized at that date. In accordance with ASC 805, Business Combinations , measurement period adjustments are not included in current earnings, but recognized as of the date of the acquisition with a corresponding adjustment to goodwill resulting from the change in preliminary amounts. As a result, the Company adjusted the preliminary allocation of the purchase price initially recorded at the Acquisition Date to reflect these measurement period adjustments. The Company recorded certain measurement period adjustments and certain classifications of expenses, including items associated with the allocation of stock compensation, from cost of revenue to selling, general and administrative expenses and depreciation expense, from selling, general and administrative expenses to cost of revenue. As a result of these measurement period adjustments, amortization and the provision for income taxes for the three months ended June 30, 2015 decreased $2.1 and increased $0.6 , respectively. Amortization and the provision for income taxes for the six months ended June 30, 2015 decreased $3.3 and increased $0.1 , respectively. In addition, accumulated comprehensive income as of December 31, 2015 increased by $102.7 (of which $(115.6) and $6.6 related to the three and six months ended June 30, 2015) due to the cumulative translation adjustment relating to the allocation of the intangible assets associated with the Acquisition. On July 27, 2016, the Company entered into a definitive agreement to acquire all of the outstanding shares of Sequenom, Inc., a market leader in non-invasive prenatal testing and reproductive health, in a cash tender offer for $2.40 per share, or an equity value of $302.0 . The transaction will be subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and is expected to close sometime during the fourth quarter of 2016. |
BUSINESS SEGMENT INFORMATION Bu
BUSINESS SEGMENT INFORMATION Business Segment information (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |
Segment Reporting Disclosure [Text Block] | BUSINESS SEGMENT INFORMATION The following table is a summary of segment information for the three months ended June 30, 2016 and 2015 . The management approach has been used to present the following segment information. This approach is based upon the way the management of the Company organizes segments within an enterprise for making operating decisions and assessing performance. Financial information is reported on the basis that it is used internally by the chief operating decision maker (CODM) for evaluating segment performance and deciding how to allocate resources to segments. The Company’s chief executive officer has been identified as the CODM. In connection with the Acquisition, the Company changed its operating segments to align with how the CODM evaluates financial information used to allocate resources and assess performance of the Company post-Acquisition. As a result, the segment information presented in these financial statements has been conformed to present segments on this revised basis for all prior periods. Under the new organizational structure, the CODM manages the Company under two segments: LCD and CDD. LCD includes all of the legacy LabCorp business and the nutritional chemistry and food safety business, which was previously part of Covance but excludes LabCorp's legacy clinical trials testing business, which is now part of CDD. CDD includes all of Covance's legacy business and LabCorp's legacy clinical trials testing business, but excludes the nutritional chemistry and food safety business, which is now part of LCD. Segment asset information is not presented because it is not used by the CODM at the 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. The table below represents information about the Company’s reporting segments for the three and six months ended June 30, 2016 and 2015 : Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Total revenues: LCD - net revenue $ 1,659.7 $ 1,575.0 $ 3,250.3 $ 3,047.0 CDD - net revenue 722.4 643.7 1,427.1 944.0 Intercompany eliminations (0.1 ) — (0.2 ) — Total revenues 2,382.0 2,218.7 4,677.2 3,991.0 Operating earnings: LCD 330.8 303.3 607.8 513.7 CDD 74.9 54.9 138.7 4.6 Unallocated corporate expenses (38.8 ) (34.9 ) (77.7 ) (62.6 ) Total operating income 366.9 323.3 668.8 455.7 Other expense, net (53.6 ) (57.0 ) (99.5 ) (156.9 ) Earnings before income taxes 313.3 266.3 569.3 298.8 Provision for income taxes 114.8 96.2 210.3 125.3 Net earnings 198.5 170.1 359.0 173.5 Less income attributable to noncontrolling interests (0.3 ) (0.3 ) (0.6 ) (0.6 ) Net income attributable to Laboratory Corporation of America Holdings $ 198.2 $ 169.8 $ 358.4 $ 172.9 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Earnings Shares Per Share Amount Earnings Shares Per Share Amount Earnings Shares Per Share Amount Earnings Shares Per Share Amount Basic earnings per share: Net earnings $ 198.2 102.2 $ 1.94 $ 169.8 100.7 $ 1.69 $ 358.4 101.9 $ 3.52 $ 172.9 96.3 $ 1.80 Dilutive effect of employee stock options and awards — 1.1 — 1.2 — 1.2 — 1.2 Effect of convertible debt — 0.6 — 0.6 — 0.6 — 0.6 Diluted earnings per share: Net earnings including impact of dilutive adjustments $ 198.2 103.9 $ 1.91 $ 169.8 $ 102.5 $ 1.66 $ 358.4 $ 103.7 $ 3.46 $ 172.9 $ 98.1 $ 1.76 |
Potential common shares not included in computation of diluted earnings per share | 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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options — 0.1 — 0.1 |
RESTRUCTURING AND OTHER SPECI23
RESTRUCTURING AND OTHER SPECIAL CHARGES Restructuring and Other Special Charges Detail (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following represents the Company’s restructuring reserve activities for the period indicated: LCD CDD Severance and Other Employee Costs Lease and Other Facility Costs Severance and Other Employee Costs Lease and Other Facility Costs Total Balance as of December 31, 2015 $ 0.1 $ 26.5 $ 51.5 $ 1.1 $ 79.2 Restructuring charges 4.5 0.6 4.5 21.0 30.6 Reduction of prior restructuring accruals — (2.3 ) (2.3 ) (0.2 ) (4.8 ) Cash payments and other adjustments (3.5 ) (8.4 ) (15.6 ) 2.9 (24.6 ) Balance as of June 30, 2016 $ 1.1 $ 16.4 $ 38.1 $ 24.8 $ 80.4 Current $ 50.0 Non-current 30.4 $ 80.4 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The components of identifiable intangible assets are as follows: June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer relationships $ 3,213.9 $ (791.0 ) $ 2,422.9 $ 3,137.8 $ (725.6 ) $ 2,412.2 Patents, licenses and technology 318.3 (155.4 ) 162.9 309.6 (144.7 ) 164.9 Non-compete agreements 51.8 (39.6 ) 12.2 51.2 (37.2 ) 14.0 Trade names 400.5 (128.7 ) 271.8 400.9 (115.5 ) 285.4 Land use right 6.4 (0.9 ) 5.5 5.5 (0.6 ) 4.9 Canadian licenses 482.6 — 482.6 451.0 — 451.0 $ 4,473.5 $ (1,115.6 ) $ 3,357.9 $ 4,356.0 $ (1,023.6 ) $ 3,332.4 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the six-month period ended June 30, 2016 and for the year ended December 31, 2015 are as follows: LCD CDD Total June 30, December 31, 2015 June 30, December 31, 2015 June 30, December 31, 2015 Balance as of January 1 $ 3,201.7 $ 2,988.9 $ 2,990.2 $ 110.5 $ 6,191.9 $ 3,099.4 Goodwill acquired during the period 87.2 225.6 — 2,969.0 87.2 3,194.6 Adjustments to goodwill 49.3 (12.8 ) (110.1 ) (89.3 ) (60.8 ) (102.1 ) Balance at end of period $ 3,338.2 $ 3,201.7 $ 2,880.1 $ 2,990.2 $ 6,218.3 $ 6,191.9 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Short-term borrowings and current portion of long-term debt | Short-term borrowings and the current portion of long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, 2015 Zero-coupon convertible subordinated notes $ 81.7 $ 94.5 3.125% senior notes due 2016 — 325.0 Debt issuance costs (0.8 ) (1.0 ) Current portion of capital leases 6.5 5.4 Total short-term borrowings and current portion of long-term debt $ 87.4 $ 423.9 |
DEBT (Short-term borrowings and
DEBT (Short-term borrowings and current portion of long-term debt) (Table) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Jan. 30, 2015 | Dec. 19, 2014 |
Short-term Debt [Line Items] | ||||
Senior Notes, Noncurrent | $ 2,900 | |||
Capital Lease Obligations, Current | $ 6.5 | $ 5.4 | ||
Total short-term borrowings and current portion of long-term debt | 87.4 | 423.9 | ||
Senior notes due 2020 [Member] | ||||
Short-term Debt [Line Items] | ||||
Senior Notes, Noncurrent | $ 500 | 500 | $ 500 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | 2.625% | ||
Senior notes due 2022 [Member] | ||||
Short-term Debt [Line Items] | ||||
Senior Notes, Noncurrent | $ 500 | $ 500 | $ 500 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.20% | |||
Senior notes due 2025 [Member] | ||||
Short-term Debt [Line Items] | ||||
Senior Notes, Noncurrent | $ 1,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | |||
Senior notes due 2045 [Member] | ||||
Short-term Debt [Line Items] | ||||
Senior Notes, Noncurrent | $ 900 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.70% | |||
60-Day Debt Bridge Traunche [Domain] | ||||
Short-term Debt [Line Items] | ||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | $ 400 |
DEBT (Long-term debt) (Table) (
DEBT (Long-term debt) (Table) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 30, 2015USD ($) | Dec. 19, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | $ 5,967.6 | $ 5,967.6 | $ 5,940.3 | ||
Line of Credit Facility, Fair Value of Amount Outstanding | 715 | 715 | 715 | ||
Other Long-term Debt | 715 | 715 | 55.5 | ||
Senior Notes, Noncurrent | $ 2,900 | ||||
Capital Lease Obligations, Noncurrent | $ 61 | $ 61 | |||
Long-term Debt, Maturities, Repayment Terms | P5Y | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | ||||
Credit Facility Option to Increase | 250 | ||||
Credit Facility, Maximum Swing Line Borrowings | 100 | ||||
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, 2015 2.20% senior notes due 2017 $ 500.0 $ 500.0 2.50% senior notes due 2018 400.0 400.0 4.625% senior notes due 2020 639.3 621.6 2.625% senior notes due 2020 500.0 500.0 3.75% senior notes due 2022 500.0 500.0 3.20% senior notes due 2022 500.0 500.0 4.00% senior notes due 2023 300.0 300.0 3.60% senior notes due 2025 1,000.0 1,000.0 4.70% senior notes due 2045 900.0 900.0 Term loan 715.0 715.0 Debt issuance costs (47.7 ) (51.8 ) Capital leases 61.0 55.5 Total long-term debt $ 5,967.6 $ 5,940.3 | ||||
Capital lease obligation | $ 6.5 | $ 6.5 | 5.4 | ||
Senior notes due 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | 500 | 500 | 500 | ||
Senior notes due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | 400 | 400 | 400 | ||
Senior notes due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | 639.3 | 639.3 | 621.6 | ||
Senior Notes, Noncurrent | $ 500 | $ 500 | 500 | $ 500 | |
Stated interest rate percentage | 4.625% | 4.625% | 2.625% | ||
Senior notes due 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | $ 500 | $ 500 | 500 | ||
Senior Notes, Noncurrent | 500 | 500 | 500 | $ 500 | |
Stated interest rate percentage | 3.20% | ||||
Senior notes due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior Notes, Noncurrent | $ 1,000 | ||||
Stated interest rate percentage | 3.60% | ||||
Senior notes due 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | 300 | 300 | 300 | ||
Senior notes due 2025 [Member] [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | 1,000 | 1,000 | 1,000 | ||
Senior notes due 2045 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Excluding Current Maturities | $ 900 | $ 900 | $ 900 | ||
Senior Notes, Noncurrent | $ 900 | ||||
Stated interest rate percentage | 4.70% | ||||
Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 1.71% | 1.71% | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt to EBITDA (Leverage) Ratio | 0 | 0 | |||
Credit Facility, Maximum Letters of Credit | 125 | ||||
60-Day Debt Bridge Traunche [Domain] | |||||
Debt Instrument [Line Items] | |||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | $ 400 | ||||
Maximum [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt to EBITDA (Leverage) Ratio | 4.75 | ||||
Prime Rate [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate Description | 0.00% to 0.60% | ||||
Prime Rate [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate Description | 0.125% to 1.00% | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Description | 0.125% to 0.40% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate Description | 1.00% to 1.60% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate Description | 1.125% to 2.00% |
PREFERRED STOCK AND COMMON SH28
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Changes in common shares issued and held in treasury | The changes in common shares issued and held in treasury are summarized below: Issued Held in Treasury Outstanding Common shares at December 31, 2015 123.9 (22.6 ) 101.3 Common stock issued under employee stock plans 1.1 — 1.1 Common stock issued upon conversion of zero-coupon subordinated notes 0.1 — 0.1 Surrender of restricted stock and performance share awards — (0.3 ) (0.3 ) Common shares at June 30, 2016 125.1 (22.9 ) 102.2 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | The components of accumulated other comprehensive earnings are as follows: Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Earnings (Loss) Balance at December 31, 2015 (a) $ (293.0 ) $ (74.4 ) $ (367.4 ) Other comprehensive earnings before reclassifications 39.0 9.6 48.6 Amounts reclassified from accumulated other comprehensive earnings to the Condensed Consolidated Statement of Operations (b) — (8.4 ) (8.4 ) Tax effect of adjustments (29.6 ) (0.6 ) (30.2 ) Balance at June 30, 2016 $ (283.6 ) $ (73.8 ) $ (357.4 ) |
PENSION AND POSTRETIREMENT PL29
PENSION AND POSTRETIREMENT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Defined Contribution Plan Disclosures [Table Text Block] | The components of the net periodic pension cost for the three and six months ended June 30, 2016 and June 30, 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost $ — $ 0.1 $ — $ 0.1 Interest cost 0.2 0.3 0.4 0.4 Net periodic pension cost $ 0.2 $ 0.4 $ 0.4 $ 0.5 |
Schedule of Costs of Retirement Plans [Table Text Block] | The effect on operations of the post-retirement medical plan is shown in the following table: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for benefits earned $ — $ — $ — $ 0.1 Interest cost on benefit obligation 0.1 0.2 0.2 0.5 Net amortization and deferral (4.2 ) (2.2 ) (8.0 ) (4.6 ) Post-retirement medical plan benefits $ (4.1 ) $ (2.0 ) $ (7.8 ) $ (4.0 ) |
Pension And Postretirement Plans | As a result of the Acquisition, the Company sponsors two defined benefit pension plans for the benefit of its employees at two United Kingdom subsidiaries and one defined benefit pension plan for the benefit of its employees at a German subsidiary, all of which are legacy plans of previously acquired companies. Benefit amounts for all three plans are based upon years of service and compensation. The German plan is unfunded while the United Kingdom pension plans are funded. The Company’s funding policy has been to contribute annually a fixed percentage of the eligible employees' salary at least equal to the local statutory funding requirements. United Kingdom Plans Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.8 $ 0.8 $ 1.6 $ 1.1 Interest cost on benefit obligation 2.2 2.3 4.4 3.0 Expected return on plan assets (3.1 ) (3.2 ) (6.2 ) (4.3 ) Defined benefit plan costs $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) Assumptions used to determine defined benefit plan cost Discount rate 3.8 % 3.6 % 3.8 % 3.6 % Expected return on assets 5.6 % 5.4 % 5.6 % 5.4 % Salary increases 3.6 % 3.5 % 3.6 % 3.5 % German Plan Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.2 $ 0.4 $ 0.5 $ 0.5 Interest cost on benefit obligation 0.2 0.1 0.3 0.1 Net amortization and deferral (0.1 ) — (0.1 ) — Defined benefit plan costs $ 0.3 $ 0.5 $ 0.7 $ 0.6 Assumptions used to determine defined benefit plan cost Discount rate 2.5 % 1.5 % 2.5 % 1.5 % Expected return on assets N/A N/A N/A N/A Salary increases 2.0 % 2.0 % 2.0 % 2.0 % |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | PENSION AND POST-RETIREMENT PLANS The Company’s defined contribution retirement plan (401K Plan) covers substantially all pre-Acquisition employees. All employees eligible for the 401K Plan receive a minimum 3% non-elective contribution concurrent with each payroll period. 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 years of service with the Company. The cost of this plan was $13.8 and $13.3 for the three months ended June 30, 2016 and 2015, respectively, and was $27.2 and $26.2 for the six months ended June 30, 2016 and 2015, respectively. The Company also incurred expense of $12.8 and $11.1 for the Covance 401K plan assumed as a result of the Acquisition during the three months ended June 30, 2016 and 2015, respectively, and $26.5 and $15.8 during the six months ended June 30, 2016 and 2015, respectively. All of the Covance U.S. employees are eligible to participate in the discretionary Covance 401K plan, which features a Company match, based upon a percentage of the employee’s contributions. The Company also maintains a frozen defined benefit retirement plan (Company Plan), which as of December 31, 2009, covered substantially all employees. The benefits to be paid under the Company Plan are based on years of credited service through December 31, 2009 and ongoing interest credits. Effective January 1, 2010, the Company Plan was closed to new participants. The Company’s policy is to fund the Company Plan with at least the minimum amount required by applicable regulations. The Company maintains a second unfunded, non-contributory, non-qualified defined benefit retirement plan (PEP), which as of December 31, 2009, covered substantially all of its senior management group. The PEP supplements the Company Plan and was also closed to new participants effective January 1, 2010. The effect on operations for the Company Plan and the PEP is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 1.2 $ 0.9 $ 2.4 $ 1.9 Interest cost on benefit obligation 3.9 3.8 7.8 7.6 Expected return on plan assets (4.2 ) (4.6 ) (8.4 ) (9.2 ) Net amortization and deferral 2.8 2.7 5.6 5.4 Defined benefit plan costs $ 3.7 $ 2.8 $ 7.4 $ 5.7 During the three and six months ended June 30, 2016 , the Company contributed $2.5 and $4.8 , respectively, to the Company Plan. The Company has assumed the 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. The Company funds the plan through monthly contributions to a Health Reimbursement Arrangement, which can be used by eligible participants to purchase health care insurance through insurance exchanges. Effective January 1, 2017, Health Reimbursement Arrangement contributions for Medicare eligible participants will cease. The effect on operations of the post-retirement medical plan is shown in the following table: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for benefits earned $ — $ — $ — $ 0.1 Interest cost on benefit obligation 0.1 0.2 0.2 0.5 Net amortization and deferral (4.2 ) (2.2 ) (8.0 ) (4.6 ) Post-retirement medical plan benefits $ (4.1 ) $ (2.0 ) $ (7.8 ) $ (4.0 ) In addition to the PEP, as a result of the Acquisition, the Company also has a frozen non-qualified Supplemental Executive Retirement Plan (SERP). The SERP, which is not funded, is intended to provide retirement benefits for certain executive officers of the Company. Benefit amounts are based upon years of service and compensation of the participating employees. The pension benefit obligation as of the Acquisition Date was $32.8 . The components of the net periodic pension cost for the three and six months ended June 30, 2016 and June 30, 2015 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost $ — $ 0.1 $ — $ 0.1 Interest cost 0.2 0.3 0.4 0.4 Net periodic pension cost $ 0.2 $ 0.4 $ 0.4 $ 0.5 Also as a result of the Acquisition, the Company sponsors a post-employment retiree health and welfare plan for the benefit of eligible employees at certain U.S. subsidiaries who retire after satisfying service and age requirements. Effective January 1, 2017, this Plan will cease directly providing medical, prescription drug and dental coverage options currently available to eligible participants. Instead, the Company will fund the plan through monthly contributions to a Health Reimbursement Arrangement, which can be used by non-Medicare eligible participants to purchase health care insurance through insurance exchanges. The net periodic post-retirement benefit cost for the three months ended June 30, 2016 and 2015 was $0.4 and $0.1 , respectively, and was $0.8 and $0.1 for the six months ended June 30, 2016 and 2015, respectively. The pension benefit obligation as of the Acquisition Date was $6.3 . As a result of the Acquisition, the Company sponsors two defined benefit pension plans for the benefit of its employees at two United Kingdom subsidiaries and one defined benefit pension plan for the benefit of its employees at a German subsidiary, all of which are legacy plans of previously acquired companies. Benefit amounts for all three plans are based upon years of service and compensation. The German plan is unfunded while the United Kingdom pension plans are funded. The Company’s funding policy has been to contribute annually a fixed percentage of the eligible employees' salary at least equal to the local statutory funding requirements. United Kingdom Plans Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.8 $ 0.8 $ 1.6 $ 1.1 Interest cost on benefit obligation 2.2 2.3 4.4 3.0 Expected return on plan assets (3.1 ) (3.2 ) (6.2 ) (4.3 ) Defined benefit plan costs $ (0.1 ) $ (0.1 ) $ (0.2 ) $ (0.2 ) Assumptions used to determine defined benefit plan cost Discount rate 3.8 % 3.6 % 3.8 % 3.6 % Expected return on assets 5.6 % 5.4 % 5.6 % 5.4 % Salary increases 3.6 % 3.5 % 3.6 % 3.5 % German Plan Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 0.2 $ 0.4 $ 0.5 $ 0.5 Interest cost on benefit obligation 0.2 0.1 0.3 0.1 Net amortization and deferral (0.1 ) — (0.1 ) — Defined benefit plan costs $ 0.3 $ 0.5 $ 0.7 $ 0.6 Assumptions used to determine defined benefit plan cost Discount rate 2.5 % 1.5 % 2.5 % 1.5 % Expected return on assets N/A N/A N/A N/A Salary increases 2.0 % 2.0 % 2.0 % 2.0 % The effect on operations for the Company Plan and the PEP is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Service cost for administrative expenses $ 1.2 $ 0.9 $ 2.4 $ 1.9 Interest cost on benefit obligation 3.9 3.8 7.8 7.6 Expected return on plan assets (4.2 ) (4.6 ) (8.4 ) (9.2 ) Net amortization and deferral 2.8 2.7 5.6 5.4 Defined benefit plan costs $ 3.7 $ 2.8 $ 7.4 $ 5.7 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Company's 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 June 30, 2016 and December 31, 2015 is as follows: Fair Value Measurements as of Fair Value as of June 30, 2016 Using Fair Value Hierarchy June 30, 2016 Level 1 Level 2 Level 3 Noncontrolling interest put $ 15.9 $ — $ 15.9 $ — Interest rate swap 39.3 39.3 — Cash surrender value of life insurance policies 49.4 — 49.4 — Deferred compensation liability 50.2 — 50.2 — Fair Value Measurements as of Fair Value as of December 31, 2015 Using Fair Value Hierarchy December 31, 2015 Level 1 Level 2 Level 3 Noncontrolling interest put $ 14.9 $ — $ 14.9 $ — Interest rate swap 21.6 — 21.6 — Cash surrender value of life insurance policies 45.5 — 45.5 — Deferred compensation liability 46.4 — 46.4 — |
SUPPLEMENTAL CASH FLOW INFORM31
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Supplemental Cash Flow Information | Six Months Ended June 30, 2016 2015 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 103.6 $ 54.5 Income taxes, net of refunds 164.9 90.6 Disclosure of non-cash financing and investing activities: Surrender of restricted stock awards and performance awards $ 33.1 $ 10.4 Non-cash stock consideration for the Acquisition — 1,762.5 Conversion of zero-coupon convertible debt 4.9 — Assets acquired under capital leases 9.5 18.0 Increase (decrease) in accrued liabilities for the purchase of property, plant and equipment 1.7 0.3 | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, 2016 2015 Supplemental schedule of cash flow information: Cash paid during period for: Interest $ 103.6 $ 54.5 Income taxes, net of refunds 164.9 90.6 Disclosure of non-cash financing and investing activities: Surrender of restricted stock awards and performance awards $ 33.1 $ 10.4 Non-cash stock consideration for the Acquisition — 1,762.5 Conversion of zero-coupon convertible debt 4.9 — Assets acquired under capital leases 9.5 18.0 Increase (decrease) in accrued liabilities for the purchase of property, plant and equipment 1.7 0.3 |
BUSINESS SEGMENT INFORMATION 32
BUSINESS SEGMENT INFORMATION Business Segment information Segment Reconciliation of Operating Income to Consolidated (Tables) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting [Abstract] | ||||
Intercompany revenue elimination | $ (0.1) | $ 0 | $ (0.2) | $ 0 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | The table below represents information about the Company’s reporting segments for the three and six months ended June 30, 2016 and 2015 : Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Total revenues: LCD - net revenue $ 1,659.7 $ 1,575.0 $ 3,250.3 $ 3,047.0 CDD - net revenue 722.4 643.7 1,427.1 944.0 Intercompany eliminations (0.1 ) — (0.2 ) — Total revenues 2,382.0 2,218.7 4,677.2 3,991.0 Operating earnings: LCD 330.8 303.3 607.8 513.7 CDD 74.9 54.9 138.7 4.6 Unallocated corporate expenses (38.8 ) (34.9 ) (77.7 ) (62.6 ) Total operating income 366.9 323.3 668.8 455.7 Other expense, net (53.6 ) (57.0 ) (99.5 ) (156.9 ) Earnings before income taxes 313.3 266.3 569.3 298.8 Provision for income taxes 114.8 96.2 210.3 125.3 Net earnings 198.5 170.1 359.0 173.5 Less income attributable to noncontrolling interests (0.3 ) (0.3 ) (0.6 ) (0.6 ) Net income attributable to Laboratory Corporation of America Holdings $ 198.2 $ 169.8 $ 358.4 $ 172.9 |
BASIS OF FINANCIAL STATEMENT 33
BASIS OF FINANCIAL STATEMENT PRESENTATION (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Ownership percentage below which investments are generally accounted for on the cost method (in thousandths) | 20.00% | ||
LabCorp Diagnostics [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percent of Revenue Contributed | 69.70% | 69.50% | |
Covance Drug Development [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percent of Revenue Contributed | 30.30% | 30.50% |
EARNINGS PER SHARE (Reconciliat
EARNINGS PER SHARE (Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income [Abstract] | ||||
Net earnings attributable to Laboratory Corporation of America Holdings | $ 198.2 | $ 169.8 | $ 358.4 | $ 172.9 |
Net earnings including impact of dilutive adjustments | $ 198.2 | $ 169.8 | $ 358.4 | $ 172.9 |
Shares [Abstract] | ||||
Net earnings, basic (in shares) | 100.7 | 101.9 | 96.3 | |
Dilutive effect of employee stock options and awards, (in shares) | 1.1 | 1.2 | 1.2 | 1.2 |
Effect of convertible debt, net of tax, (in shares) | 0.6 | 0.6 | 0.6 | 0.6 |
Net earnings including impact of dilutive adjustments, (in shares) | 103.9 | 102.5 | 103.7 | 98.1 |
Per Share Amount [Abstract] | ||||
Basic earnings per common share (in dollars per share) | $ 1.94 | $ 1.69 | $ 3.52 | $ 1.80 |
Diluted earnings per common share (in dollars per share) | $ 1.91 | $ 1.66 | $ 3.46 | $ 1.76 |
EARNINGS PER SHARE (Potential c
EARNINGS PER SHARE (Potential common shares not included in computation of diluted earnings per share) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Stock options (in shares) | 0 | 0.1 | 0 | 0.1 |
RESTRUCTURING AND OTHER SPECI36
RESTRUCTURING AND OTHER SPECIAL CHARGES (Details) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill, Acquired During Period | $ 87.2 | $ 3,194.6 | ||
Loss Contingency Damages Awarded Net | $ 15.8 | |||
Restructuring Reserve | 80.4 | 79.2 | ||
Restructuring Charges | 30.6 | |||
Restructuring Reserve Settled With Cash And Other Adjustment | (24.6) | |||
Net restructuring charges | 25.8 | $ 33.6 | ||
Special charge - one-time tax liability | 1.1 | |||
Restructuring charges related to severance and other employee costs | 9 | 9.5 | ||
Restructuring charges related to contractual obligations associated with leased facilities and other facility related costs | 21.6 | 24.7 | ||
Reduction in total prior restructuring accruals | (4.8) | (0.6) | ||
Restructuring Reserve, Current | 50 | |||
Restructuring Reserve, Noncurrent | 30.4 | |||
Facility Related Restructuring Reserve Accrual Adjustment | 2.6 | |||
Unused facility restructuring reserves | 2.2 | |||
Special charge, wind-down of min volume contract | 2.7 | |||
Special charge, accelerated equity compensation | 1.7 | |||
Special charge, accelerated equity compensation | 4.5 | |||
Covance Drug Development [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill, Acquired During Period | 0 | 2,969 | ||
Net restructuring charges | 23 | |||
Covance Drug Development [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 38.1 | 51.5 | ||
Restructuring Charges | 4.5 | |||
Restructuring Reserve Settled With Cash And Other Adjustment | (15.6) | |||
Reduction in total prior restructuring accruals | 2.3 | |||
Covance Drug Development [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 24.8 | 1.1 | ||
Restructuring Charges | 21 | |||
Restructuring Reserve Settled With Cash And Other Adjustment | (2.9) | |||
Reduction in total prior restructuring accruals | 0.2 | |||
LabCorp Diagnostics [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill, Acquired During Period | 87.2 | 225.6 | ||
Net restructuring charges | 2.8 | |||
LabCorp Diagnostics [Member] | Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 1.1 | 0.1 | ||
Restructuring Charges | 4.5 | |||
Restructuring Reserve Settled With Cash And Other Adjustment | (3.5) | |||
Reduction in total prior restructuring accruals | 0 | |||
LabCorp Diagnostics [Member] | Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Reserve | 16.4 | 26.5 | ||
Restructuring Charges | 0.6 | |||
Restructuring Reserve Settled With Cash And Other Adjustment | (8.4) | |||
Reduction in total prior restructuring accruals | (2.3) | |||
Selling, General and Administrative Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Other Special Charges | 3.4 | $ 11.9 | ||
Covance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 5.7 | 166 | ||
Covance [Member] | Selling, General and Administrative Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business Acquisition, Transaction Costs | 113.4 | |||
Covance [Member] | Interest Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Business Acquisition, Transaction Costs | $ 52.6 |
RESTRUCTURING RESERVES (Details
RESTRUCTURING RESERVES (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | $ 79.2 | ||
Restructuring charges | 30.6 | ||
Reduction of prior restructuring accruals | (4.8) | $ (0.6) | |
Cash payments and other adjustments | (24.6) | ||
Balance, end of period | 80.4 | ||
Current | $ 50 | ||
Non-current | 30.4 | ||
Total Restructuring Reserve | 79.2 | 80.4 | |
LabCorp Diagnostics [Member] | Severance and Other Employee Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 0.1 | ||
Restructuring charges | 4.5 | ||
Reduction of prior restructuring accruals | 0 | ||
Cash payments and other adjustments | (3.5) | ||
Balance, end of period | 1.1 | ||
Total Restructuring Reserve | 0.1 | 1.1 | |
LabCorp Diagnostics [Member] | Lease and Other Facility Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 26.5 | ||
Restructuring charges | 0.6 | ||
Reduction of prior restructuring accruals | (2.3) | ||
Cash payments and other adjustments | (8.4) | ||
Balance, end of period | 16.4 | ||
Total Restructuring Reserve | 26.5 | 16.4 | |
Covance Drug Development [Member] | Severance and Other Employee Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 51.5 | ||
Restructuring charges | 4.5 | ||
Reduction of prior restructuring accruals | 2.3 | ||
Cash payments and other adjustments | (15.6) | ||
Balance, end of period | 38.1 | ||
Total Restructuring Reserve | 51.5 | 38.1 | |
Covance Drug Development [Member] | Lease and Other Facility Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, beginning of period | 1.1 | ||
Restructuring charges | 21 | ||
Reduction of prior restructuring accruals | 0.2 | ||
Cash payments and other adjustments | (2.9) | ||
Balance, end of period | 24.8 | ||
Total Restructuring Reserve | $ 1.1 | $ 24.8 |
GOODWILL AND INTANGIBLE ASSET38
GOODWILL AND INTANGIBLE ASSETS (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Severance Costs | $ 9 | $ 9.5 | |
Intangible Assets, Gross (Excluding Goodwill) | 4,473.5 | $ 4,356 | |
Balance as of January 1 | 6,191.9 | 3,099.4 | 3,099.4 |
Goodwill, Acquired During Period | 87.2 | 3,194.6 | |
Adjustments to goodwill | (60.8) | (102.1) | |
Balance at end of period | 6,218.3 | 6,191.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,115.6 | 1,023.6 | |
Intangible Assets, Net (Excluding Goodwill) | 3,357.9 | 3,332.4 | |
LabCorp Diagnostics [Member] | |||
Goodwill [Line Items] | |||
Balance as of January 1 | 3,201.7 | 2,988.9 | 2,988.9 |
Goodwill, Acquired During Period | 87.2 | 225.6 | |
Adjustments to goodwill | 49.3 | (12.8) | |
Balance at end of period | 3,338.2 | 3,201.7 | |
Covance Drug Development [Member] | |||
Goodwill [Line Items] | |||
Balance as of January 1 | 2,990.2 | $ 110.5 | 110.5 |
Goodwill, Acquired During Period | 0 | 2,969 | |
Adjustments to goodwill | (110.1) | (89.3) | |
Balance at end of period | 2,880.1 | 2,990.2 | |
Customer Relationships [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 3,213.9 | 3,137.8 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 791 | 725.6 | |
Intangible Assets, Net (Excluding Goodwill) | 2,422.9 | 2,412.2 | |
Patents, Licenses And Technology [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 318.3 | 309.6 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 155.4 | 144.7 | |
Intangible Assets, Net (Excluding Goodwill) | 162.9 | 164.9 | |
Noncompete Agreements [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 51.8 | 51.2 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 39.6 | 37.2 | |
Intangible Assets, Net (Excluding Goodwill) | 12.2 | 14 | |
Trade Names [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 400.5 | 400.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 128.7 | 115.5 | |
Intangible Assets, Net (Excluding Goodwill) | 271.8 | 285.4 | |
Use Rights [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 6.4 | 5.5 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0.9 | 0.6 | |
Intangible Assets, Net (Excluding Goodwill) | 5.5 | 4.9 | |
Canadian licenses [Member] | |||
Goodwill [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill) | 482.6 | 451 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | $ 482.6 | $ 451 |
GOODWILL AND INTANGIBLE ASSET39
GOODWILL AND INTANGIBLE ASSETS (Components of identifiable intangible assets) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 4,473.5 | $ 4,356 |
Accumulated Amortization | (1,115.6) | (1,023.6) |
Intangible Assets, Net (Excluding Goodwill) | 3,357.9 | 3,332.4 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 3,213.9 | 3,137.8 |
Accumulated Amortization | (791) | (725.6) |
Intangible Assets, Net (Excluding Goodwill) | 2,422.9 | 2,412.2 |
Patents, Licenses And Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 318.3 | 309.6 |
Accumulated Amortization | (155.4) | (144.7) |
Intangible Assets, Net (Excluding Goodwill) | 162.9 | 164.9 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 51.8 | 51.2 |
Accumulated Amortization | (39.6) | (37.2) |
Intangible Assets, Net (Excluding Goodwill) | 12.2 | 14 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 400.5 | 400.9 |
Accumulated Amortization | (128.7) | (115.5) |
Intangible Assets, Net (Excluding Goodwill) | 271.8 | 285.4 |
Use Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 6.4 | 5.5 |
Accumulated Amortization | (0.9) | (0.6) |
Intangible Assets, Net (Excluding Goodwill) | 5.5 | 4.9 |
Canadian licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 482.6 | 451 |
Accumulated Amortization | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) | $ 482.6 | $ 451 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jan. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Senior Notes, Noncurrent | $ 2,900 | ||||||
Goodwill | $ 6,218.3 | $ 6,218.3 | $ 6,191.9 | $ 3,099.4 | |||
Amortization of intangible assets | 45.3 | $ 44.6 | 89.6 | $ 75.7 | |||
Finite-Lived Intangible Assets, Future Amortization Expense | |||||||
Estimated amortization expense, 2012 | 82.7 | 82.7 | |||||
Estimated amortization expense, 2013 | 172 | 172 | |||||
Estimated amortization expense, 2014 | 161.3 | 161.3 | |||||
Estimated amortization expense, 2015 | 154.4 | 154.4 | |||||
Estimated amortization expense, 2016 | 148 | 148 | |||||
Estimated amortization expense, Thereafter | 2,087 | 2,087 | |||||
LabCorp Diagnostics [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 3,338.2 | 3,338.2 | 3,201.7 | 2,988.9 | |||
Covance Drug Development [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 2,880.1 | $ 2,880.1 | $ 2,990.2 | $ 110.5 | |||
Senior notes due 2045 [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Senior Notes, Noncurrent | $ 900 |
DEBT (Senior Notes) (Details)
DEBT (Senior Notes) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Feb. 19, 2015 | Jan. 30, 2015 | Dec. 19, 2014 | |
Debt Instrument [Line Items] | ||||||
Line of Credit, Current | $ 0 | |||||
Convertible Subordinated Debt, Current | 81.7 | $ 94.5 | ||||
Senior Notes current 2015 | 0 | 325 | ||||
Short term debt issuance costs | 0.8 | 1 | ||||
Long-term Debt, Excluding Current Maturities | $ 5,967.6 | 5,940.3 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | |||||
Credit Facility Option to Increase | 250 | |||||
Credit Facility, Maximum Swing Line Borrowings | $ 100 | |||||
Senior Notes, Noncurrent | $ 2,900 | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.298% | |||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 715 | 715 | ||||
Long term debt issuance costs | 47.7 | 51.8 | ||||
Capital Lease Obligations, Noncurrent | 61 | |||||
Other Long-term Debt | 715 | 55.5 | ||||
Capital Lease Obligations, Current | 6.5 | 5.4 | ||||
Debt, Current | 87.4 | 423.9 | ||||
Senior notes due 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 400 | 400 | ||||
Senior notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 300 | 300 | ||||
Senior notes due 2025 [Member] [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 1,000 | 1,000 | ||||
Senior notes due 2045 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 900 | 900 | ||||
Senior Notes, Noncurrent | $ 900 | |||||
Stated interest rate percentage | 4.70% | |||||
Senior notes due 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 500 | 500 | ||||
Senior Notes, Noncurrent | 500 | 500 | $ 500 | |||
Stated interest rate percentage | 3.20% | |||||
Senior notes due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior Notes, Noncurrent | $ 1,000 | |||||
Stated interest rate percentage | 3.60% | |||||
Senior notes due 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 500 | 500 | ||||
Senior notes due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Excluding Current Maturities | 639.3 | 621.6 | ||||
Senior Notes, Noncurrent | $ 500 | $ 500 | $ 500 | |||
Stated interest rate percentage | 4.625% | 2.625% | ||||
Covance [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 250 | |||||
Make-whole payment | $ 37.4 |
DEBT (Convertible Subordinated
DEBT (Convertible Subordinated Notes) (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)shares | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Zero Coupon Convertible Subordinated Notes [Line Items] | ||||||
Number of trading days used to establish contingent cash interest rate on zero-coupon subordinated notes (in days) | five | |||||
Stock conversion rate for zero-coupon subordinated notes (per thousand) | shares | 100,000 | 100,000 | ||||
tax benefit realized upon conversion of zero coupon convertible debt | $ 13,800,000 | |||||
Principal amount of zero-coupon subordinated notes | $ 15,300,000 | 15,300,000 | ||||
Noncash conversion of zero-coupon convertible debt | 26,100,000 | |||||
Payments On Zero Coupon Subordinated Notes | $ 13,700,000 | $ 0 | $ 13,700,000 | |||
Zero-coupon convertible subordinated notes [Member] | ||||||
Zero Coupon Convertible Subordinated Notes [Line Items] | ||||||
Minimum contingent cash interest rate on zero-coupon subordinated notes (in hundredths) | 0.125% | |||||
Stock conversion rate for zero-coupon subordinated notes (per thousand) | shares | 13.4108 | 13.4108 | ||||
Principal amount of zero-coupon subordinated notes | $ 1,000 | $ 1,000 | ||||
Revolving Credit Facility [Member] | ||||||
Zero Coupon Convertible Subordinated Notes [Line Items] | ||||||
Debt to EBITDA (Leverage) Ratio | 0 | 0 | ||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Zero Coupon Convertible Subordinated Notes [Line Items] | ||||||
Debt to EBITDA (Leverage) Ratio | 4.75 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Zero Coupon Convertible Subordinated Notes [Line Items] | ||||||
Debt to EBITDA (Leverage) Ratio | 3.75 | 4.25 |
DEBT (Credit Facilities) (Detai
DEBT (Credit Facilities) (Details) $ in Millions | 3 Months Ended | ||||||
Jun. 30, 2016USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015USD ($) | Jan. 30, 2015USD ($) | Dec. 19, 2014USD ($) | Jun. 30, 2011USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Previously Recorded Litigation Reserve In Connection With False Claims Act Lawsuit | $ 15 | ||||||
Senior Notes, Noncurrent | $ 2,900 | ||||||
Convertible Subordinated Debt, Current | $ 81.7 | $ 94.5 | |||||
Senior Notes current 2015 | $ 0 | 325 | |||||
Long-term Debt, Maturities, Repayment Terms | P5Y | ||||||
Line of Credit, Current | $ 0 | ||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 715 | 715 | |||||
Revolving Credit Facility, maximum borrowing capacity | $ 1,000 | ||||||
Capital Lease Obligations, Current | 6.5 | 5.4 | |||||
Debt, Current | 87.4 | 423.9 | |||||
Other Long-term Debt | $ 715 | 55.5 | |||||
Credit Facility Option to Increase | 250 | ||||||
Credit Facility, Maximum Swing Line Borrowings | 100 | ||||||
Long-term Debt [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving Credit Facility, interest rate at period end | 1.71% | ||||||
Senior notes due 2020 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes, Noncurrent | $ 500 | 500 | $ 500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | 2.625% | |||||
Senior notes due 2025 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes, Noncurrent | $ 1,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | ||||||
Senior notes due 2045 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes, Noncurrent | $ 900 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.70% | ||||||
Senior notes due 2022 [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes, Noncurrent | $ 500 | $ 500 | $ 500 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.20% | ||||||
60-Day Debt Bridge Traunche [Domain] | |||||||
Line of Credit Facility [Line Items] | |||||||
Bridge Term Credit Facility Agreement, Maximum Borrowing Amount | 400 | ||||||
Target Ratio to Resume Share Repurchase [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt to EBITDA (leverage) ratio | 2.5 | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Credit Facility, Maximum Letters of Credit | $ 125 | ||||||
Debt to EBITDA (leverage) ratio | 0 | ||||||
Line of Credit Facility, Interest Rate at Period End | 1.56% | ||||||
Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt to EBITDA (leverage) ratio | 4.75 | ||||||
Subsequent Event [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt to EBITDA (leverage) ratio | 3.75 | 4.25 | |||||
Prime Rate [Member] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Interest Rate Description | 0.125% to 1.00% | ||||||
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% | ||||||
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] | Term Loan [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of Credit Facility, Interest Rate Description | 1.125% to 2.00% | ||||||
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% | ||||||
Excluding Underwriting Discounts & Other Fees [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Notes, Noncurrent | $ 2,870.2 |
PREFERRED STOCK AND COMMON SH44
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($)shares$ / shares | Jun. 30, 2016USD ($)shares$ / shares | Jun. 30, 2015USD ($) | |
Class of Stock [Line Items] | |||
Stock conversion rate for zero-coupon subordinated notes (per thousand) | 0.1 | 0.1 | |
Restricted Stock Awards And Performance Shares Surrendered | $ | $ 33.1 | $ 10.4 | |
Common Stock, Shares Authorized | 265 | 265 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.10 | $ 0.10 | |
Preferred Stock, Shares Authorized | 30 | 30 | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.10 | $ 0.10 | |
Rollforward of common shares issued | |||
Common shares issued, beginning balance (in shares) | 123.9 | ||
Common stock issued under employee stock plans (in shares) | 1.1 | 1.1 | |
Common shares issued, ending balance (in shares) | 125.1 | 125.1 | |
Rollforward of common shares held in treasury | |||
Common shares held in Treasury, beginning balance (in shares) | (22.6) | ||
Common shares held in Treasury, ending balance (in shares) | (22.9) | (22.9) | |
Rollforward of common shares outstanding | |||
Common shares outstanding, beginning balance (in shares) | 101.3 | ||
Common stock issued under employee stock plans (in shares) | 1.1 | 1.1 | |
Common shares outstanding, ending balance (in shares) | 102.2 | 102.2 | |
Rollforward of Share Repurchase Program | |||
Outstanding common stock repurchase authorization, ending balance | $ | $ 789.5 | $ 789.5 | |
Target Ratio to Resume Share Repurchase [Member] | |||
Class of Stock [Line Items] | |||
Debt to EBITDA (Leverage) Ratio | 2.5 | 2.5 | |
Treasury Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (0.3) | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (0.3) |
PREFERRED STOCK AND COMMON SH45
PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY - Accumulated Other Comprehensive Earnings (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Equity [Abstract] | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive earnings are as follows: Foreign Currency Translation Adjustments Net Benefit Plan Adjustments Accumulated Other Comprehensive Earnings (Loss) Balance at December 31, 2015 (a) $ (293.0 ) $ (74.4 ) $ (367.4 ) Other comprehensive earnings before reclassifications 39.0 9.6 48.6 Amounts reclassified from accumulated other comprehensive earnings to the Condensed Consolidated Statement of Operations (b) — (8.4 ) (8.4 ) Tax effect of adjustments (29.6 ) (0.6 ) (30.2 ) Balance at June 30, 2016 $ (283.6 ) $ (73.8 ) $ (357.4 ) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, before Tax | $ 0 | |||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax | 9.6 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | (8.4) | |||
Other Comprehensive Income (Loss), before Reclassifications, before Tax | 48.6 | |||
Accumulated Other Comprehensive Earnings [Roll Forward] | ||||
Foreign Currency Translation Adjustments, Beginning balance | (293) | |||
Other comprehensive income before reclassifications | 39 | |||
Tax effect of adjustments | (29.6) | |||
Foreign Currency Translation Adjustments, Ending balance | $ (283.6) | (283.6) | ||
Net Benefit Plan Adjustments, Beginning balance | (74.4) | |||
Amounts reclassified from accumulated other comprehensive income | (8.4) | |||
Tax effect of adjustments | (0.6) | |||
Net Benefit Plan Adjustments, Ending balance | (73.8) | (73.8) | ||
Accumulated Other Comprehensive Earnings, Beginning balance | (367.4) | |||
Other comprehensive income before reclassifications | 39 | |||
Amounts reclassified from accumulated other comprehensive income | (8.4) | |||
Tax effect of adjustments | (1) | $ (7.1) | (30.2) | $ 40 |
Accumulated Other Comprehensive Earnings, Ending balance | $ (357.4) | $ (357.4) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized income tax benefits | $ 24.2 | $ 24.2 |
Accrued interest and penalties related to unrecognized income tax benefits | 13.6 | 12.7 |
Valuation allowance provided for deferred tax assets | $ 14.5 | $ 15.1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2011USD ($) | Jun. 30, 2011USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2015 | Jun. 30, 2016USD ($) | Feb. 19, 2015USD ($) | Aug. 24, 2012Recipients$ / Violation | |
Loss Contingencies [Line Items] | |||||||
Litigation settlement expense in connection with the California False Claims Act lawsuit | $ 34.5 | ||||||
Previously Recorded Litigation Reserve In Connection With False Claims Act Lawsuit | $ 15 | ||||||
Litigation Settlement, Gross | $ 49.5 | ||||||
Payment reduction by Assembly Bill No. 97 | 10.00% | ||||||
Percent of lowest maximum (cap on payments) | 80.00% | ||||||
Loss Contingency Damages Awarded Gross | $ 20.8 | ||||||
Number of Recipients | Recipients | 39 | ||||||
Proposed damages per violation | $ / Violation | 0.0005 | ||||||
Loss Contingency Damages Awarded Net | $ 15.8 | ||||||
Reduction for Plaintiff Negligence | 25.00% | ||||||
Loss contingency reduced damages awarded gross | $ 5 | ||||||
Loss contingency reduced damages awarded net | $ 4.4 | ||||||
Amount Outstanding Letters Of Credit | $ 55 | ||||||
Covance [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Total acquisition consideration (cash and non-cash) | $ 6,150.7 | ||||||
Tri-State Clinical Laboratory Services, LLC [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Ownership interest percentage, parent | 50.00% |
PENSION AND POSTRETIREMENT PL48
PENSION AND POSTRETIREMENT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Feb. 19, 2015 | |
Defined Benefit Plan Disclosures [Line Items] | |||||
Pension Contributions | $ 0 | $ 0 | |||
Minimum non-elective contribution (NEC) % for the 401(K) plan (in hundredths) | 3.00% | ||||
Discretionary Contribution Percentage Mininum | 1.00% | ||||
Discretionary Contribution Percentage Maximum | 3.00% | ||||
Defined contribution retirement plan cost | $ 13.8 | $ 13.3 | 27.2 | $ 26.2 | |
Pension Plan [Member] | |||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Service cost for benefits earned | 2.4 | 1.9 | 1.2 | 0.9 | |
Interest cost on benefit obligation | 7.8 | 7.6 | 3.9 | 3.8 | |
Expected return on plan assets | (8.4) | (9.2) | (4.2) | (4.6) | |
Net amortization and deferral | 5.6 | 5.4 | 2.8 | 2.7 | |
Defined benefit/postretirement plan costs | 7.4 | 5.7 | 3.7 | 2.8 | |
Postretirement Health Coverage [Member] | |||||
Defined Benefit Plan Disclosures [Line Items] | |||||
Defined Benefit Plan, Benefit Obligation | $ 6.3 | ||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Defined benefit/postretirement plan costs | 0.4 | 0.1 | 0.8 | 0.1 | |
Other Pension Plan, Postretirement or Supplemental Plans [Member] | |||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Service cost for benefits earned | 0.8 | 0.8 | 1.6 | 1.1 | |
Interest cost on benefit obligation | 2.2 | 2.3 | 4.4 | 3 | |
Expected return on plan assets | (3.1) | (3.2) | (6.2) | (4.3) | |
Defined benefit/postretirement plan costs | $ (0.1) | $ (0.1) | $ (0.2) | $ (0.2) | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 3.80% | 3.60% | 3.80% | 3.60% | |
Defined Benefit Plan Expected Rate Of Return On Assets Other Assets | 5.60% | 5.40% | 5.60% | 5.40% | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 3.60% | 3.50% | 3.60% | 3.50% | |
Other Pension Plan [Member] | |||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Service cost for benefits earned | $ 0.2 | $ 0.4 | $ 0.5 | $ 0.5 | |
Interest cost on benefit obligation | 0.2 | 0.1 | 0.3 | 0.1 | |
Net amortization and deferral | (0.1) | 0 | (0.1) | 0 | |
Defined benefit/postretirement plan costs | $ 0.3 | $ 0.5 | $ 0.7 | $ 0.6 | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 2.50% | 1.50% | 2.50% | 1.50% | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 2.00% | 2.00% | 2.00% | 2.00% | |
Supplemental Employee Retirement Plan [Member] | |||||
Defined Benefit Plan Disclosures [Line Items] | |||||
Defined Benefit Plan, Benefit Obligation | $ 32.8 | ||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Service cost for benefits earned | $ 0 | $ 0.1 | $ 0 | $ 0.1 | |
Interest cost on benefit obligation | 0.2 | 0.3 | 0.4 | 0.4 | |
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments | 0.2 | 0.4 | 0.4 | 0.5 | |
Other Postretirement Benefit Plan [Member] | |||||
Defined Benefit Plan and Postretirement Plan Disclosure | |||||
Service cost for benefits earned | 0 | 0 | 0 | 0.1 | |
Interest cost on benefit obligation | 0.1 | 0.2 | 0.2 | 0.5 | |
Net amortization and deferral | (4.2) | (2.2) | (8) | (4.6) | |
Defined benefit/postretirement plan costs | (4.1) | (2) | (7.8) | (4) | |
Covance [Member] | |||||
Defined Benefit Plan Disclosures [Line Items] | |||||
Defined contribution retirement plan cost | $ 12.8 | $ 11.1 | $ 26.5 | $ 15.8 |
PENSION AND POSTRETIREMENT PL49
PENSION AND POSTRETIREMENT PLANS Defined Contribution Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Non Elective Contribution | 3.00% | |||
Defined Contribution Plan, Cost Recognized | $ 13.8 | $ 13.3 | $ 27.2 | $ 26.2 |
Discretionary Contribution Percentage Mininum | 1.00% | |||
Discretionary Contribution Percentage Maximum | 3.00% | |||
Covance [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost Recognized | $ 12.8 | 11.1 | 26.5 | 15.8 |
Postretirement Health Coverage [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost | $ 0.4 | $ 0.1 | $ 0.8 | $ 0.1 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||
Noncontrolling interest puts | $ 15.9 | $ 14.9 |
Fair market value of zero-coupon subordinated notes | 156.6 | 177.1 |
Fair market value of senior notes | 6,127.4 | 6,070.5 |
Cash Surrender Value, Fair Value Disclosure | 49.4 | 45.5 |
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 50.2 | 46.4 |
Level 1 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||
Noncontrolling interest puts | 0 | 0 |
Cash Surrender Value, Fair Value Disclosure | 0 | 0 |
Fair Value Hedges, Net | 0 | |
Level 2 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||
Noncontrolling interest puts | 15.9 | 14.9 |
Cash Surrender Value, Fair Value Disclosure | 49.4 | 45.5 |
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 0 | 0 |
Fair Value Hedges, Net | 39.3 | 21.6 |
Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Financial Statement Captions [Line Items] | ||
Noncontrolling interest puts | 0 | 0 |
Cash Surrender Value, Fair Value Disclosure | 0 | 0 |
Fair Value Liabilities Measured On Recurring Basis Deferred Compensation Liability | 0 | 0 |
Fair Value Hedges, Net | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS AND HE51
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jan. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Long-term Debt, Excluding Current Maturities | $ 5,967,600,000 | $ 5,967,600,000 | $ 5,940,300,000 | |
Debt Instrument, Basis Spread on Variable Rate | 2.298% | |||
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% | |||
Embedded derivative, fair value | $ 0 | 0 | ||
Embedded derivative, impact on condensed consolidated statements of operations | $ 0 | |||
Senior notes due 2020 [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.625% | 4.625% | 2.625% | |
Long-term Debt, Excluding Current Maturities | $ 639,300,000 | $ 639,300,000 | $ 621,600,000 | |
Senior Long Term Notes Due2020 Member | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Long-term Debt, Excluding Current Maturities | $ 600,000,000 | $ 600,000,000 |
SUPPLEMENTAL CASH FLOW INFORM52
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt Conversion [Line Items] | ||||
Noncash conversion of zero-coupon convertible debt | $ 0 | $ 1,762.5 | ||
Fair Value of Assets Acquired | $ 4.9 | $ 0 | 9.5 | 18 |
Capital Expenditures Incurred but Not yet Paid | 1.7 | 0.3 | ||
Cash paid during period for: | ||||
Interest | 103.6 | 54.5 | ||
Income taxes, net of refunds | 164.9 | 90.6 | ||
Disclosure of non-cash financing and investing activities: | ||||
Restricted Stock Awards And Performance Shares Surrendered | 33.1 | 10.4 | ||
Other Significant Noncash Transaction, Value of Consideration Given | $ 40.7 | $ 58.8 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jul. 27, 2016 | Feb. 19, 2015 | Jan. 30, 2015 | Dec. 31, 2014 | |
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Revenues | $ 2,430.7 | $ 2,269.1 | $ 4,798.7 | $ 4,062.3 | |||||
Operating Income (Loss) | 366.9 | 323.3 | 668.8 | 455.7 | |||||
Other Long-term Debt | 715 | 715 | $ 55.5 | ||||||
Other Significant Noncash Transaction, Value of Consideration Given | 40.7 | 58.8 | |||||||
Net Income (Loss) Attributable to Parent | 198.2 | $ 169.8 | 358.4 | 172.9 | |||||
Goodwill, Acquired During Period | 87.2 | 3,194.6 | |||||||
Senior Notes, Noncurrent | $ 2,900 | ||||||||
Goodwill | $ 6,218.3 | 6,218.3 | $ 6,191.9 | $ 3,099.4 | |||||
Cash payments for laboratory-related assets | 138.4 | 102.9 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 144.1 | $ 3,684.4 | |||||||
Covance [Member] | |||||||||
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 250 | ||||||||
Total acquisition consideration (cash and non-cash) | $ 6,150.7 | ||||||||
Covance [Member] | Amortization expense [Member] | |||||||||
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Items | 2.1 | 3.3 | |||||||
Covance [Member] | Interest Expense [Member] | |||||||||
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Items | .6 | .1 | |||||||
Covance [Member] | Other Comprehensive Income (Loss) [Member] | |||||||||
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Items | (115.6) | 6.6 | 102.7 | ||||||
Subsequent Event [Member] | |||||||||
Business Combination Purchase Price Allocation [Line Items] | |||||||||
Total acquisition consideration (cash and non-cash) | $ 302 | ||||||||
Business Acquisition, Share Price | $ 2.40 |
BUSINESS ACQUISITIONS Business
BUSINESS ACQUISITIONS Business Acquisitions in the Aggregate (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Feb. 19, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||||
Other Long-term Debt | $ 715 | $ 715 | $ 55.5 | ||||
Revenues | 2,430.7 | $ 2,269.1 | 4,798.7 | $ 4,062.3 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 144.1 | 3,684.4 | |||||
Goodwill, Acquired During Period | 87.2 | 3,194.6 | |||||
Goodwill | $ 6,218.3 | 6,218.3 | $ 6,191.9 | $ 3,099.4 | |||
Covance [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Make-whole payment | $ 37.4 | ||||||
Total acquisition consideration (cash and non-cash) | $ 6,150.7 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 250 | ||||||
Excluding Covance [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | 144.1 | ||||||
Finite-lived Intangible Assets Acquired | 58.3 | ||||||
Goodwill, Acquired During Period | $ 87.2 |
BUSINESS SEGMENT INFORMATION 55
BUSINESS SEGMENT INFORMATION Business Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total net revenues | $ 2,382 | $ 2,218.7 | $ 4,677.2 | $ 3,991 |
Intercompany revenue elimination | (0.1) | 0 | (0.2) | 0 |
Reimbursement Revenue | 48.7 | 50.4 | 121.5 | 71.3 |
Revenues | 2,430.7 | 2,269.1 | 4,798.7 | 4,062.3 |
Operating Income (Loss) | 366.9 | 323.3 | 668.8 | 455.7 |
Earnings before income taxes | 313.3 | 266.3 | 569.3 | 298.8 |
Provision for income taxes | 313.3 | 266.3 | 569.3 | 298.8 |
Provision for income taxes | 114.8 | 96.2 | 210.3 | 125.3 |
Net earnings | 198.5 | 170.1 | 359 | 173.5 |
Net income attributable to Laboratory Corporation of America Holdings | (0.3) | (0.3) | (0.6) | (0.6) |
Income Loss from Continuing Operations Before Income Taxes and Minority Interest | (53.6) | (57) | (99.5) | (156.9) |
Net Income (Loss) Attributable to Parent | 198.2 | 169.8 | 358.4 | 172.9 |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Income (Loss) | $ (38.8) | (34.9) | $ (77.7) | (62.6) |
LabCorp Diagnostics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percent of Revenue Contributed | 69.70% | 69.50% | ||
Total net revenues | $ 1,659.7 | 1,575 | $ 3,250.3 | 3,047 |
Operating Income (Loss) | $ 330.8 | 303.3 | 607.8 | $ 513.7 |
Covance Drug Development [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percent of Revenue Contributed | 30.30% | 30.50% | ||
Total net revenues | $ 722.4 | 643.7 | 1,427.1 | $ 944 |
Operating Income (Loss) | $ 74.9 | $ 54.9 | $ 138.7 | $ 4.6 |
Uncategorized Items - lh-201606
Label | Element | Value |
Cash and Cash Equivalents, Period Increase (Decrease) | us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease | $ 39,000,000 |