UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2002 ------------------ (Date of earliest event reported) LABORATORY CORPORATION OF AMERICA HOLDINGS ------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 1-11353 13-3757370 -------------- ----------- -------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification Incorporation) Number) 358 SOUTH MAIN STREET, BURLINGTON, NORTH CAROLINA 27215 ------------------------------------------------------- (Address of principal executive offices) 336-229-1127 ------------ (Registrant's telephone number, including area code) ITEM 9. Regulation FD Disclosure. Summary information of the Company dated February 13, 2002. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LABORATORY CORPORATION OF AMERICA HOLDINGS ------------------------------------------ (Registrant) By /s/ BRADFORD T. SMITH ---------------------------------- Bradford T. Smith Executive Vice President and Secretary Date: February 13, 2002 This information contains forward-looking statements which are subject to change based on various important factors, including without limitation, competitive actions in the marketplace and adverse actions of governmental and other third-party payors. Actual results could differ materially from those suggested by these forward- looking statements. Further information on potential factors that could affect the Company's financial results is included in the Company's Form 10-K for the year ended December 31, 2000 and subsequent filings, and will be available in the Form 10-K for the year ended December 31, 2001, when filed. How Laboratory Testing Works Laboratory Testing is the "Gateway to Quality Health Care": 1) Patient visits doctor; 2) Doctor orders laboratory tests with diagnosis information; 3) Doctor or patient service center (PSC) draws sample; 4) Laboratory performs tests; 5) Test results reported to doctor; 6) Doctor makes diagnosis and treatment begins The Clinical Laboratory Testing Market US market is approximately $34-36 billion CLINICAL LABORATORY TESTING INDEPENDENT CLINICAL LABORATORIES Hospitals 49% All others 84% Independent Clinical Labs 39% LabCorp($2.2b) 16% Physician Offices 12% Source: Company estimates, industry reports & 2001YE revenue for LabCorp Profile of LabCorp - Nationwide network of 24 primary testing locations and 900 patient service centers - Conducts tests on 280,000 specimens daily - Offers more than 4,000 test procedures - Serves over 200,000 physicians and other health care providers - More than 19,000 employees nationwide MAP OF LABCORP's PRIMARY TESTING LOCATIONS & PSC's 2002 Strategic Goals - Maintain national coverage for all key customers - Expand upon leading position in genomic testing - Evaluate appropriate acquisition candidates GENOMIC STRATEGY UTILIZE DNA TESTING LEADERSHIP TO EXECUTE GENOMIC LEADERSHIP STRATEGY - Targeted introduction of new tests - Acquire innovative technology - License/Partner to expand menu GENOMIC STRATEGY (UPDATE) INTERNAL ACQUISITION LICENSE/PARTNER -------- ----------- --------------- CMBP: NGI: MYRIAD GENETICS: - Cancer - Infectious Disease Predictive tests: - Genetics Hepatitis C - Breast/Ovarian and - Infectious Disease - Cancer: Colon Cancer (GENOSURE) Melanoma - Melanoma Breast - Hypertension CLINICAL TRIALS: VIROMED: EXACT SCIENCES: - Drug metabolism - Infectious Disease - Colorectal Cancer HIV POSITITVE OUTCOMES: Hepatitis ALPHA: (being tested) - Real-time PCR - PCR Plasma CENTER FOR GENETIC VIROLOGICS: SERVICES: - HIV Phenotyping - Expanded Genetics Capabilities in VIRCO: Southwest - HIV Phenotyping Financial Performance Price & Volumes: Trends by Payor Type 1999 2000 2001 PPA Accessions PPA Accessions PPA Accessions $ millions $ millions $ millions ----------------- ---------------- ----------------- Client (Physicians) 21.67 27.0 22.70 27.1 24.46 27.9 Patient 92.56 2.3 102.87 2.2 111.28 2.5 Third Party 27.75 11.7 29.80 10.3 31.59 12.2 (MC/MD/Insurance) Managed Care - Capitated 9.37 8.4 8.89 10.6 8.90 11.9 - Fee for service 39.28 12.7 42.32 16.0 43.45 17.2 ------ ---- ------ ---- ------ ---- Total 27.41 21.1 28.97 26.6 29.27 29.1 ------ ---- ------ ---- ------ ---- LabCorp Total $27.35 62.1 $28.98 66.2 $30.69 71.7 ====== ==== ====== ==== ====== ==== Financial Performance Revenue Analysis by Business Area YTD DEC 2000 Revenue Accns %Accns PPA $Million 000 to total $ --------- ------- -------- ------ Esoteric: Genomic (CMBP/NGI) 132.4 1,170.9 1.8% 113.08 Other Esoteric (Powell CET) 179.3 4,026.7 6.1% 44.54 Core: 1,607.6 61,028.9 92.1% 26.34 ------- -------- ------ ----- Total: 1,919.3 66,226.5 100.0% 28.98 ======= ======== ====== ===== Financial Performance Revenue Analysis by Business Area YTD DEC 2001 00 vs 01 PPA Revenue Accns %Accns PPA Incr/ $Million 000 to total $ (Decr) --------- ------ --------- ------- --------- Esoteric: Genomic (CMBP/NGI) 168.1 1,397.0 2.0% 120.35 6.4% Other Esoteric (Powell CET) 197.1 4,615.5 6.4% 42.70 (4.1)% Core: 1,834.6 65,670.5 91.6% 27.94 6.1% ------- -------- ------ ------ ------ Total: 2,199.8 71,683.0 100.0% 30.69 5.9% ======= ======== ====== ====== ===== Fourth Quarter Operating Results 12/31/00* 12/31/01 -------- -------- Revenue (millions) 486.1 563.8 Operating Expense 434.0 486.4 ----- ----- Operating Income 52.1 77.4 ===== ===== Margin 10.7% 13.7% EBITDA 76.2 104.9 ===== ===== Margin 15.7% 18.6% Bad Debt % to revenue 10.2% 8.8% DSO 68 58 *2000 actual excludes restructuring charge of $4.5. If this charge is included, operating income would be $47.6 and EBITDA would be $71.7. 2001 Fourth Quarter Financial Achievements - Increased revenues per day 14.0% (volume 10%; price 4%) - Increased pro forma operating income 49% - Increased EBITDA 38% - Increased pro forma diluted EPS 76% 2001 Operating Results 2000* 2001 -------- -------- Revenue (millions) 1,919.3 2,199.8 Operating Expense 1,669.2 1,832.2 ------- ------- Operating Income 250.1 367.6 ======= ======= Margin 13.0% 16.7% EBITDA 339.7 468.7 ======= ======= Margin 17.7% 21.3% Bad Debt % to revenue 10.2% 9.2% DSO 68 58 *2000 actual excludes restructuring charge of $4.5. If this charge is included, operating income would be $245.6 and EBITDA would be $335.2. 2001 Financial Achievements - Increased revenues 14.6% (volume 8.6%; price 6.0%) - Increased EBITDA 38% - Increased pro forma diluted EPS 60% - DSO decline of 10 days from December 2000 to 58 days - Repaid all outstanding bank debt with $500 million raised by issuance of convertible subordinated notes 2001 Accomplishments - Acquired Path Lab and ViroMed - Completed two-for-one stock split - Successful offering of 12.0 million Roche-owned shares - New managed care agreement with MAMSI - Entered strategic partnership with EXACT Sciences, Myriad Genetics and Alpha Therapeutic Corporation - First FDA approved HIV and Hepatitis C molecular tests for plasma screening ("virtual kits") Quarterly DSO Trend DSO Trend December '97 through December '01 December 1997 - 79 days June 2000 - 70 days December 1998 - 83 days September 2000 - 70 days March 1999 - 83 days December 2000 - 68 days June 1999 - 79 days March 2001 - 67 days September 1999 - 76 days June 2001 - 64 days December 1999 - 74 days September 2001 - 62 days March 2000 - 72 days December 2001 - 58 days Financial Guidance for 2002 - Increase overall revenues by approximately 12% compared to 2001 (8-9% volume; 3-4% price) - EBITDA margins of approximately 23% of sales - EPS growth of approximately 33% under existing accounting rules for 2001 - Non-amortization of goodwill impact of $26 million, with increase in diluted EPS of approximately $0.36 (after applying 2002 accounting rules) - Bad debt rate of 8.75% of sales - Capital expenditures of approximately $85 million - Net interest expense of $12 million - A tax rate of approximately 44% before applying the new 2002 accounting rules, or 41.5% after applying the new rules Growth Opportunities Revenue - New Tests - Cystic Fibrosis, hepatitis C, HPV, etc. - Conversion to Monolayer Paps - New Licenses/Partnerships - Myriad Genetics, EXACT Sciences, etc. - Ongoing Acquisition Strategy - Genomic Strategy/Mix Shift Leverage - Improving Regulatory/Reimbursement Environment Profit Improvement Opportunities Cost Structure - Bad Debt Reduction - Further Operational Consolidation - Technology Improvements - Higher throughput and Efficiencies Value Drivers Labcorp: - Proven strategy for growth - Pioneer in identifying and commercializing innovative technologies - National infrastructure connects large scale proficiency with wide scale technological expertise - Strong balance sheet Industry: - New advances in scientific research will generate growth and demand for molecular testing - Aging population Other Financial Information December 31, 2001 ($ in millions,except per share amounts) Q1 01 Q2 01 Q3 01 Q4 01 ------ ------ ------- ------ Depreciation $13.8 $14.6 $ 15.3 $ 15.9 Amortization $ 9.2 $10.9 $ 9.8 $ 11.6 Goodwill amortization $ 5.9 $ 7.3 $ 6.1 $ 6.2 Diluted EPS before goodwill amortization $ 0.70 $ 0.84 $ 0.82 $ 0.66 Capital expenditures $12.7 $20.9 $ 25.4 $ 29.1 Cash flows from operations $64.5 $74.2 $113.7 $ 63.6 Bad debt as a percentage of sales 9.70% 9.40% 9.00% 8.75% Effective interest rate on debt 5.77% 5.67% 2.00% 2.00% Days sales outstanding 67 64 62 58 Other Financial Information December 31, 2001 ($ in millions,except per share amounts) YTD Dec 01 ------- Depreciation $ 59.6 Amortization $ 41.5 Goodwill amortization $ 25.5 Diluted EPS before goodwill amortization $ 3.01 Capital expenditures $ 88.1 Cash flows from operations $316.0 Bad debt as a percentage of sales 9.20% Effective interest rate on debt N/A Days sales outstanding 58