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 January 29, 2003, ------------------ (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 January 29, 2003. 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: January 29, 2003 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, 2001 and subsequent filings, and will be available in the Form 10-K for the year ended December 31, 2002, when filed. The Clinical Laboratory Testing Market U.S. 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 82% Independent Clinical Labs 39% LabCorp 18% Physician Offices 12% Source: Company estimates, industry reports and 2001 revenue for LabCorp and Dynacare. Profile of LabCorp - Second-largest clinical laboratory company in North America and the leader in the specialty testing market - Offers more than 4,000 routine and specialty tests and conducts testing on more than 325,000 specimens daily - Serves more than 200,000 physicians and other health care providers - More than 24,000 employees nationwide LabCorp's Strategy Be a national core laboratory servicing all geographic areas, and the leading esoteric, genomic testing laboratory in North America Strategic Approach Core Testing ------------ - Managed Care - Selected Internal Expansion - Acquisitions (e.g., Dynacare) Genomic/Esoteric ---------------- - Internal Development - Licensing - Acquisitions (DIANON) MAP OF COMBINED TESTING LOCATIONS (Includes Dynacare and DIANON) MAP OF COMBINED TESTING LOCATIONS & PSC's (Includes Dynacare and DIANON) Demonstrated Genomic Strategy Execution - Targeted introduction of new tests - Acquire innovative technology - License/partner to expand testing menu INTERNAL ACQUISITION LICENSE/PARTNER -------- ----------- --------------- CMBP NGI MYRIAD GENETICS - Cancer - Infectious Disease: Predictive Tests: - Genetics (Cystic Fibrosis) Hepatitis C - Breast/Ovarian and - Infectious Disease - Cancer: Colon Cancer (GENOSURE) Melanoma - Melanoma Breast - Hypertension CLINICAL TRIALS VIROMED CORRELOGIC SYSTEMS - Drug metabolism - Infectious Disease: - Ovarian Cancer HIV Hepatitis CELERA DIAGNOSTICS Real-time PCR - Breast and Prostate Cancer PATH LABS Hospital Esoteric EXACT SCIENCES - Colorectal Cancer DIANON Cancer ALPHA THERAPEUTICS - PCR Plasma VIROLOGICS - HIV Phenotyping DIANON Strategy - LabCorp has identified cancer testing as its most important growth opportunity over the next 3-5 years - Diagnostic testing for cancer is expected to increase substantially- DIANON complements LabCorp's capabilities in anatomic and gene-based testing - DIANON's broad testing menu (anatomic and esoteric) is supported by its strong scientific expertise, outstanding sales capabilities and innovative, proprietary reporting format, CarePath-trademark- - LabCorp's genomic and esoteric testing can be offered through DIANON, expanding access to these tests - LabCorp's strategic cancer partnerships will be enhanced by DIANON's sales and marketing efforts to DIANON's more than 14,000 physician customers - Myriad Genetics (predisposition assays for breast, ovarian cancer) - EXACT Sciences (colorectal cancer) - Celera Diagnostics (prostate cancer) - Correlogic (ovarian cancer) Nine Month Operating Results ($ in millions) YTD 9/01 YTD 9/02 ----------- ----------- Revenue 1,636.0 1,857.6 Operating Expense 1,345.8 1,493.4 -------- -------- Operating Income 290.2 364.2 -------- -------- Margin 17.7% 19.6% EBITDA 363.8 439.9 -------- -------- Margin 22.2% 23.7% Bad Debt % to revenue 9.4% 8.6% DSO 62 56 1) YTD 02 results above exclude restructuring and other one-time charges relating to the Dynacare transaction. Financial Performance Price & Volumes: Trends by Payor Type 2000 2001 YTD SEPT 2002 PPA Accessions PPA Accessions PPA Accessions ----- ---------- ---- ---------- ---- ----------- $ millions $ millions $ millions ----------------- ---------------- ----------------- Client (Physicians) 22.70 27.1 24.46 27.9 25.99 22.2 Patient 102.87 2.2 111.28 2.5 119.00 1.7 Third Party 29.80 10.3 31.59 12.2 32.49 10.7 (MC/MD/Insurance) Managed Care - Capitated 8.89 10.6 8.90 11.9 9.28 9.6 - Fee for service 42.32 16.0 43.45 17.2 44.72 14.4 ------ ---- ------ ---- ------ ---- Total 28.97 26.6 29.27 29.1 30.52 24.0 ------ ---- ------ ---- ------ ---- LabCorp Total $28.98 66.2 $30.69 71.7 $31.71 58.6 ====== ==== ====== ==== ====== ==== Financial Performance Revenue Analysis by Business Area YTD SEPT 2001 Revenue Accns %Accns PPA $Million 000 to total $ --------- ------- -------- ------ Prior Genomic 123.9 1,029.6 1.9% 120.38 Add'l Genomic* 83.6 2,009.5 3.8% 41.63 Other Esoteric 166.5 4,158.0 7.8% 40.04 -------------- ------ -------- ------ ------ All Esoteric: 374.0 7,197.1 13.5% 51.98 ------------- Core: 1,262.0 46,336.3 86.5% 27.23 Total: 1,636.0 53,533.4 100.0% 30.56 ------ Financial Performance Revenue Analysis by Business Area YTD SEPT 2002 02 vs 01 Revenue Revenue Accns %Accns PPA Incr/ $Million 000 to total $ (Decr) --------- ------ --------- ------- --------- Prior Genomic 148.8 1,304.0 2.2% 114.13 20.1% Add'l Genomic* 96.4 2,389.3 4.1% 40.36 15.3% Other Esoteric 183.3 4,434.1 7.6% 41.32 10.1% -------------- ------- -------- ------ ------ ------ All Esoteric: 428.5 8,127.4 13.9% 52.72 14.6% ------------- Core: 1,429.1 50,451.5 86.1% 28.33 13.2% ------ Total: 1,857.6 58,578.9 100.0% 31.71 13.5% ------- * Includes identity testing and gene probes (chlamydia and gonorrhea) Key Highlights -------------- - Total revenues increased 13.5% in the first nine months of 2002 versus same period last year (9.4% volume, 3.8% pricing) - Esoteric testing revenues increased 14.6% year-over-year, driven primarily by strong volume growth of 12.9% - 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 Expectations of Strategy - Ensure long-term growth - Shift toward higher priced tests and services - Improve profitability Financial Guidance for 2002* - Revenue growth of approximately 14% compared to 2001 (approximately 10.5% volume and 3.5% price) - Adjusted EBITDA margins of approximately 22.5% of sales (including EBITDA from Dynacare equity investments) - EPS of approximately $1.83 - Bad debt rate of approximately 8.4% of sales in the fourth quarter - Free cash flow of approximately $350 million (net of Cap Ex of approximately $85 million) - Net interest expense of $15.5 million - A tax rate of approximately 41.5% in the fourth quarter *Including the impact of Dynacare, but not including restructuring charges related to that acquisition Preliminary Financial Guidance for 2003* - Increase overall revenues by approximately 13% to 14% compared to 2002 - EPS growth of approximately 20% compared to 2002 *Does not include financial impact of the acquisition of DIANON Systems, Inc. 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