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 12, 2004 ------------------ (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 12. Results of Operations and Financial Conditions. Summary information of the Company dated February 12, 2004. 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 12, 2004 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, 2002 and subsequent filings, and will be included in the Company's Form 10-K for the year ended December 31, 2003, when filed. LabCorp's Investment and Performance Fundamentals - Significant Cash Generator - EBITDA Percentage of Sales: 24.2% through December 31, 2003 - Strong Balance Sheet - Investment Grade Credit Ratings The Clinical Laboratory Testing Market US Clinical Laboratory testing market is $34-$36 billion - Represents 3% - 4% of all health care spending - Grew at a CAGR of 5.5% from 1998-2001 - Influences/directs approximately 80% of health care spending - Role and importance of testing are increasing - Rapidly evolving technology, emphasis on preventative medicine and aging of population are all driving growth CLINICAL LABORATORY TESTING INDEPENDENT CLINICAL LABORATORIES Hospitals 49% All others 78% Independent Clinical Labs 39% LabCorp 22% Physician Offices 12% Source: Company estimates, industry reports & 2003 revenue for LabCorp. Profile of LabCorp - Second-largest clinical laboratory company in North America and the leader in the specialty testing market - Offers more than 4,400 routine and specialty tests and conducts testing on more than 340,000 specimens daily - Serves more than 220,000 physicians and other health care providers - Approximately 23,000 employees nationwide MAP OF PRIMARY TESTING LOCATIONS & PSC's LabCorp's Strategy Be a national core laboratory servicing all geographic areas, and the leading esoteric, genomic testing laboratory in North America. Strategic Approach 1) CORE TESTING - Managed Care - Selected Internal Expansion - Acquisitions (Dynacare) 2) GENOMIC/ESOTERIC - Internal Development - Acquisitions (DIANON) - Licensing Demonstrated Genomic and Esoteric Strategy Execution INTERNAL ACQUISITION LICENSE/PARTNER -------- ----------- --------------- CMBP NGI MYRIAD GENETICS - Cancer - Infectious Disease: Predictive Tests: - Genetics (Cystic Fibrosis) Hepatitis C - Breast/Ovarian and - Infectious Disease - PCR Plasma Colon Cancer (GENOSURE) - Melanoma - Hypertension CLINICAL TRIALS VIROMED CORRELOGIC SYSTEMS - Drug Metabolism - Infectious Disease: - Ovarian Cancer HIV, Hepatitis West Nile CELERA DIAGNOSTICS - Real-time PCR - Breast and Prostate Cancer - Alzheimer's Disease PATH LABS - Hospital Esoteric EXACT SCIENCES - Colorectal Cancer DIANON - Cancer/Anatomic ATHEROTECH Pathology - VAP Cholesterol BIOPREDICTIVE - Liver Fibrosis Fourth Quarter Operating Results ($ in millions) 12/31/02 12/31/03 -------- -------- Revenue 650.1 731.5 Operating Expense 561.8 602.6 ------- ------- Operating Income 88.3 128.9 ------- ------- Margin 13.6% 17.6% EBITDA 123.9 174.4 ------- ------- Margin 19.1% 23.8% Bad Debt % to revenue 8.4% 6.75% DSO 54 53 1) Q4 '03 results above exclude restructuring and other special items relating to the Company's restructuring charges and adjustments. 2) For definition of EBITDA and a reconciliation to the most comparable measure under Generally Accepted Accounting Principles, see Company's 4th Quarter 2003 earnings release furnished on Form 8-K on February 12, 2004. 2003 Fourth Quarter Financial Achievements - Increased revenues 12.5% (volume approx. 7.0%; price approx. 5.5%) - EBITDA margins of 23.8% - Diluted EPS of $0.53* - Operating cash flow of $144.2 million - Paid down $25 million in debt * Before restructuring and other special items Key Fourth Quarter Highlights - Genomic testing revenues increased approx. 37.5% period-over-period, driven primarily by strong volume growth - Overall pricing continues to increase, driven by both increased PPA in core and esoteric areas and by continuing mix shift to higher-priced esoteric tests Full Year Operating Results ($ in millions) YTD YTD 12/31/02 12/31/03 -------- -------- Revenue 2,507.7 2,939.4 Operating Expense 2,055.2 2,404.2 ------- ------- Operating Income 452.5 535.2 ------- ------- Margin 18.0% 18.2% EBITDA 536.8 711.5 ------- ------- Margin 22.5% 24.2% Bad Debt % to revenue 8.6% 7.3% DSO 54 53 1) YTD '03 and '02 results above exclude restructuring and other special items relating to the Company's restructuring charges and adjustments. 2) For definition of EBITDA and a reconciliation to the most comparable measure under Generally Accepted Accounting Principles, see Company's 4th Quarter 2003 earnings release furnished on Form 8-K on February 12, 2004. 2003 Financial Achievements - Increased revenues 17.2% (volume approx. 11.7%; price approx. 5.5%) - EBITDA margin of 24.2% - Diluted EPS of $2.22* - Operating cash flow of $564.3 million - Repurchased approximately $150 million of LabCorp stock - Paid down $250 million in debt * Before restructuring and other special items Financial Performance Price & Volumes: Trends by Payor Type 2001 2002 2003 PPA Accessions PPA Accessions PPA Accessions ----- ---------- ---- ---------- ---- ----------- $ millions $ millions $ millions ----------------- ---------------- ----------------- Client (Physicians) 24.46 27.9 26.27 29.6 27.07 31.7 Patient 111.28 2.5 119.93 2.3 118.48 2.5 Third Party 31.59 12.2 31.87 14.8 34.25 18.1 (MC/MD/Insurance) Managed Care - Capitated 8.90 11.9 9.28 13.1 9.95 12.9 - Fee for service 43.45 17.2 44.79 19.3 45.68 22.7 ------ ---- ------ ---- ------ ---- Total 29.27 29.1 30.45 32.4 32.74 35.6 ------ ---- ------ ---- ------ ---- LabCorp Total $30.69 71.7 $31.71 79.1 $33.43 87.9 ====== ==== ====== ==== ====== ==== Financial Performance Revenue Analysis by Business Area YTD DEC 2002 Revenue Accns %Accns PPA $Million 000 to total $ --------- -------- -------- ------ Genomic 205.9 1,773.3 2.2% 116.13 Identity/Gene Probes 132.0 3,214.9 4.1% 41.05 -------------- ------- --------- ------ ------ All Genomic 337.9 4,988.2 6.3% 67.74 Other Esoteric 245.4 5,873.3 7.4% 41.78 Histology 94.1 1,492.2 1.9% 63.09 -------------- ------- --------- ----- ------- All Genomic/ Esoteric 677.4 12,353.7 15.6% 54.83 Core 1,830.3 66,724.8 84.4% 27.43 -------------- ------- --------- ------ ------ Total: 2,507.7 79,078.5 100.0% 31.71 ----------------------------------------------------------- YTD DEC 2003 03 vs 02 PPA Revenue Accns %Accns PPA Incr/ $Million 000 to total $ (Decr) --------- ------- --------- ------- --------- Genomic 283.2 2,323.9 2.6% 121.86 4.9% Identity/Gene Probes 152.0 3,533.4 4.0% 43.02 4.8% -------------- ------ -------- ----- ------ ----- All Genomic 435.2 5,857.3 6.6% 74.30 9.7% Other Esoteric 256.0 6,243.9 7.1% 41.01 (1.8)% Histology 197.9 2,175.6 2.5% 90.96 44.2% -------------- ------- -------- ----- ------ ----- All Genomic/ Esoteric 889.1 14,276.8 16.2% 62.28 13.6% Core 2,050.3 73,638.3 83.8% 27.84 1.5% -------------- ------- -------- ----- ------ ----- Total: 2,939.4 87,915.1 100.0% 33.43 5.4% --------------------------------------------------------------------- Cash Investment Strategy - $90 to $100 million in capital expenditures to support strategic growth plan - $50 to $60 million for selected acquisitions (core, esoteric or anatomic pathology labs) - Share repurchases - new $250 million stock repurchase program - Retain flexibility in utilizing remaining cash Financial Guidance for 2004 - Revenue growth of approximately 5% to 7% compared to 2003, including small acquisitions and/or new contracts - EBITDA margins of approximately 25% of sales - EPS in the range of 11% to 13% compared to 2003 EPS - Free cash flow of approximately $440 to $460 million (net of Cap Ex of approximately $100 million)* - Bad debt rate of 6.75%, dropping to 6.25% by year end - Net interest expense of approximately $36 million - Tax rate of 41% * Projected 2004 free cash flow is impacted as compared to 2003 by increased capital expenditures and the benefit in 2003 of one-time income tax credits of approximately $50 million. Opportunity for Investors - Long-term industry trends appear favorable - Visible growth drivers - Low P/E relative to market valuations - Significant free cash flow - multiple opportunities to increase shareholder value - Strong balance sheet - Investment Grade ratings (S&P, Moody's) - Solid growth potential driven by genomic strategy Other Financial Information December 31, 2003 ($ in millions) Q1 03 Q2 03 Q3 03 ---------- ---------- ---------- Depreciation $ 21.9 $ 22.8 $ 23.5 Amortization $ 8.4 $ 9.5 $ 9.6 Capital expenditures $ 16.1 $ 21.2 $ 23.1 Cash flows from operations $ 135.0 $ 123.2 $ 161.9 Bad debt as a percentage of sales 8.00% 7.44% 7.01% Effective interest rate on debt: Zero coupon-subordinated notes 2.00% 2.00% 2.00% 5 1/2% Senior Notes (including effect of interest rate swap) 3.98% 4.07% 5.38% Revolving credit facility 2.14% 1.86% 1.95% Days sales outstanding 55 54 53 YTD Q4 03 Dec 03 ---------- ---------- Depreciation $ 23.4 $ 91.6 Amortization $ 10.1 $ 37.6 Capital expenditures $ 23.2 $ 83.6 Cash flows from operations $ 144.2 $ 564.3 Bad debt as a percentage of sales 6.75% 7.29% Effective interest rate on debt: Zero coupon-subordinated notes 2.00% 2.00% 5 1/2% Senior Notes (including effect of interest rate swap) 5.38% 5.38% Revolving credit facility 1.78% 1.78% Days sales outstanding 53 53