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Laboratory Corporation of America Holdings (NYSE:LH)

Annual Meeting of Stockholders

May 01, 2012 9:00 am ET

Executives

David P. King - Chairman, Chief Executive Officer and President

William B. Hayes - Chief Financial Officer, Principal Accounting Officer, Executive Vice President and Treasurer

Unknown Executive -

F. Samuel Eberts - Chief Legal Officer, Chief Compliance Officer, Senior Vice President and Secretary

David P. King

Good morning, ladies and gentlemen. I'm Dave King, Chairman of the Board of Laboratory Corporation of America Holdings and Chairman of this Annual Meeting. I'd like to welcome you to our Annual Meeting of Stockholders, and welcome also those stockholders and other interested parties who are listening to this meeting via the Internet.

Will the meeting now please come to order. Will all persons holding proxies to be recorded, please hand them to the ushers. They will deliver them to the inspector of election, and the secretary will record the proceeding.

I'd now like introduce you to the board members and senior officers of LabCorp, who are present today, and I'll ask you to stand and remain standing until we get through all the introductions. Starting with our directors, Kerrii B. Anderson, Jean-Luc Bélingard, Wendy E. Lane, Thomas P. Mac Mahon, Robert E. Mittelstaedt, Jr., Arthur Rubinstein, M. Keith Weikel. Dr. Anthony Coles and Dr. R. Sanders Williams are unable to attend today due to pre-existing conflicts. These are the members of our Board of Directors, and I want to tell everybody what a terrific board we have in terms of talents, skills, collegiality and leadership, and with the great support they provide to me as Chairman. So Members of the Board, thank you very much and thank you for attending the Annual Meeting today.

Now I'd like to acknowledge our senior officers present today, Jay Boyle, Executive Vice President and Chief Operating Officer; Brad Hayes, Executive Vice President and Chief Financial Officer; Mark Brecher, Senior Vice President and Chief Medical Officer; Sam Eberts, Senior Vice President and Chief Legal Officer; Lidia Fonseca, Senior Vice President, Chief Information Officer; Lisa Hoffman Starr, Senior Vice President, Human Resources; Sandra Van Der Vaart, Senior Vice President and General Counsel; Eric Lindblom, Senior Vice President, Esoteric Businesses; Brad Morton, Senior Vice President, Billing; Pete Hughley, Senior Vice President, Center for Esoteric Testing; Karen McFadden, Senior Vice President, Managed Care.

Again, we have a terrific group of senior officers and leaders of the company. And as the President and CEO, I am very appreciative of all the support that I receive from them.

Also in the audience, Jessica Good, Katie Campbell and Joshua Adams of PricewaterhouseCoopers, the independent accountants of the company. Ms. Good, Ms. Campbell and Mr. Adams will be available to answer appropriate questions during the general question-and-answer period at the end of the meeting.

The Board of Directors set March 5, 2012 as the date of record for the Shareholder's Meeting. We have here a record of shareholders as of that date. A duplicate record has been on file at the office of the company for the last 10 days available for inspection by any shareholder at any time during usual business hours. I have been advised by the inspector of election that immediately prior to commencement of the meeting, at least 86% of the companies issued and outstanding shares are represented by proxy at today's meeting. Since the majority of the company shares is represented here today, a quorum is present, and the business of the meeting may proceed.

I'd like to ask that any shareholder making a motion or who seconds a motion, please state your name, so that our record of meeting will be complete. The secretary has informed me that the notice for the meeting was duly and properly mailed. The secretary will file affidavits of mailing with a notice of meeting proxy card and proxy statement with all records of the meeting.

There are 5 items on the agenda to be voted on today: one, the election of directors; two, the nonbinding advisory vote to approve executive compensation; three, the approval of the 2012 Omnibus Incentive Plan; four, the amendment to the 1997 employee stock purchase plan; and five, the ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corp. of America Holdings' independent accountants for the year ended December 31, 2012.

There will be a discussion period relating to each item immediately after each introduction. We will attempt to ensure that everyone who then wishes to speak about an item will have a chance to be heard, and representatives of management will respond to questions. In the interest of time and because each of these items have been fully discussed in the proxy statement, discussion on each item will be limited to 5 minutes. A ballot is available to shareholders who wish to vote in person. If you send in a proxy, you have no need for a ballot unless you wish to change your vote. At the end of the discussion period relating to the appointment of independent accountants, the ballots will be collected and delivered to the inspector of election.

The company has appointed Stephen Anderson to be the inspector of election. He is familiar with the duties and responsibilities of an inspector of election at a Shareholder's Meeting. He will report the results after all proxies and ballots have been tabulated. Although ballots are available, it will facilitate the job of the inspector in counting the votes if you use a proxy card.

Does anyone want a ballot or proxy card at this time?

Seeing no response, we will move to the first item, the election of directors. The nominees and their qualifications are described in the proxy statement dated March 20, 2012, available to all stockholders of record as of March 5, 2012. Mr. Hayes, will you please present the proposal to elect directors?

William B. Hayes

I move that the directors be elected pursuant to the following resolution resolve that each of David P. King, Kerrii B. Anderson, Jean-Luc Bélingard, N. Anthony Coles, Wendy E. Lane, Thomas P. Mac Mahon, Robert E. Mittelstaedt, Jr., Arthur H. Rubenstein, M. Keith Weikel and R. Sanders Williams be and hereby is elected as a director of the company to serve until his or her successor is duly elected and qualified.

Unknown Executive

I second the motion.

David P. King

The meeting is now open for discussion relating to the election of directors. Is there any discussion?

Seeing none, the second item is the nonbinding advisory vote to approve executive compensation. Mr. Hayes, will you please present the proposal to approve executive compensation?

William B. Hayes

I move that the company's executive compensation be approved pursuant to the nonbinding advisory vote and the following resolution: resolve that the company's executive compensation be approved.

Unknown Executive

I second the motion.

David P. King

The meeting is open for discussion relating to the approval of the company's executive compensation. Is there any discussion?

Seeing none, the third item is the approval of the company's 2012 Omnibus Incentive Plan. Mr. Hayes, will you please present the proposal to approve the company's 2012 Omnibus Incentive Plan?

William B. Hayes

I move that the company's 2012 Omnibus Incentive Plan be approved pursuant to the following resolution: resolve that the company's 2012 Omnibus Incentive Plan be approved.

Unknown Executive

I second the motion.

David P. King

The meeting is now open for discussion relating to the company's 2012 Omnibus Incentive Plan. Is there any discussion?

Seeing none, the fourth item is the amendment to the 1997 Employee Stock Purchase Plan. Mr. Hayes, will you please present the proposal to amend the 1997 Employee Stock Purchase Plan?

William B. Hayes

I move that the company's 1997 Employee Stock Purchase Plan be amended pursuant to the following resolution: resolve that the company's 1997 employee stock purchase plan is amended.

Unknown Executive

I second the motion.

David P. King

The meeting is now open for discussion relating to the company's 1997 Employee Stock Purchase Plan. Is there any discussion?

Seeing none, the fifth item is the ratification of the appointment of the independent accountants for 2012. Mr. Hayes, will you please present the proposal to ratify the selection of accountants?

William B. Hayes

I move to ratify the appointment of the independent accountants for 2012 pursuant to the following resolution: resolve that the appointment of PricewaterhouseCoopers LLP as independent accountants for the fiscal year ended December 31, 2012, be ratified.

Unknown Executive

I second the motion.

David P. King

The meeting is open for discussion relating to the selection of independent accountants. Is there any discussion?

Seeing none, I declare that the polls shall now be open for voting. Will all those who wish to vote please mark and sign their proxies or ballots and hand them to the inspector of election? As I mentioned earlier, if you've already given your proxy, you do not need to sign a ballot or a new proxy card unless you wish to change your vote.

Is there anyone who wishes to submit a ballot or proxy at this time?

Seeing none, I'm told that the inspector of election has completed the count of the votes and is ready to report the results to the secretary. Will the secretary please present the report of the inspector of election?

F. Samuel Eberts

The inspector of election has reported to me that of the shares of Laboratory Corporation of America Holdings common stock outstanding on the record date and represented at the meeting, at least 94% of the shares voted are present in person or by proxy and have voted for the election of the nominated directors; at least 72% of the shares voted are present in person or by proxy and have voted to approve the company's executive compensation; at least 94% of the shares voted are present in person or by proxy and have voted to approve the company's 2012 Omnibus Incentive Plan; at least 99% of the shares voted are present in person or by proxy, and have voted to approve the amendment to the company's 1997 Executive Stock Purchase Plan; and at least 99% have voted for the ratification of the appointment of independent accountants for 2012.

Accordingly, the motions for the election of the nominated directors; the approval of the company's executive compensation; the approval of the company's 2012 Omnibus Incentive Plan; the amendment to the company's 1997 Employee Stock Purchase Plan; and the ratification of the appointment of independent accountants for 2012 are passed. A final and complete tally of the votes will be provided by the inspector of elections.

David P. King

Thank you, Mr. Eberts.

The secretary will file the final report of the inspector of elections with the records of the meeting and the record books of the company. This closes the formal portion of the meeting.

I would now like to make a brief presentation about the company. After which, I'll be happy to answer any questions you may have. This presentation is also available via LabCorp's website.

So I think many of you have seen this slide before. We are a leading national lab provider, the fastest-growing national lab in a $55 billion market. We provide a broad range of clinical anatomic and genomic testing, over 4,400 tests and test combinations, serving clients in all 50 states and Canada, and have one of the foremost worldwide clinical trials laboratory testing businesses. We see laboratory testing as ranging the entire spectrum of care from prevention and wellness to diagnosis, to monitoring, to prognosis. And we see the role of laboratory medicine continuing to expand as healthcare becomes increasingly targeted and sophisticated.

Our mission statement is that we offer the highest quality laboratory testing at the most compelling value to customers, and we describe our strategy as a five-pillar strategy. The first is that we deploy our cash to enhance our footprint, both geographic and test menu, and to return capital to shareholders through the repurchase of shares. This is our free cash flow per share over the 10-year period. Our free cash flow per share has increased with a CAGR of 16.8% up to $7.46 a share for year-end 2011. Key uses of cash recently, the acquisitions, of course, of Genzyme Genetics in December of 2010 and

Of Orchid Cellmark in December of 2011. We repurchased $337 million worth of shares in 2010 and $650 million in 2011. We will continue to deploy capital to both enhance our geographic and our test menu -- our geographic footprint and test menu and to return capital to shareholders.

Genzyme Genetics, as we have mentioned in our presentation this year, has been rebranded to Integrated Genetics and Integrated Oncology, part of the LabCorp specialty testing group. And we've been very pleased with the market reception both to the LabCorp specialty testing group and to the rebranding of the former Genzyme business.

Our second pillar is the enhancement of our IT capabilities to improve the physician and patient experience. Our third pillar is the continuing improvement of our efficiency through automation to offer the most compelling value in laboratory services. Our fourth pillars is to continue scientific innovation at appropriate pricing, so that we can offer the most cutting edge and advanced test to the market at fair and competitive pricing. And our fifth pillar is the development of alternative delivery models as we look at the implications and consequences of healthcare reform on healthcare providers generally and on LabCorp specifically.

Recent accomplishments. Obviously, we have had a strong record of profitable growth, particularly in the esoteric area of our business, up over 40% of our revenue from esoteric testing now. We have made key acquisitions, particularly Genzyme Genetics and Orchid Cellmark, to expand our test menu and our geographic footprint. We've improved IT and client connectivity through our LabCorp Beacon platform through the LabCorp patient portal, which allows patients to interact directly with LabCorp to receive their test results to manage their family health history, to pay their bills, to make appointments, so a full range of capabilities for the patient to work directly with us in management of their care and their families' care.

Continued efficiency, one of the things we're proudest of is that from 2007, we have increased our efficiency in terms of specimens per employee by 40%, so about 10% a year, which is a very impressive number when you consider the scale and volume of our business, the consolidation of our call centers and the lowering of bad debt. And we continue to further our scientific leadership with the acquisition of Clearstone, the largest bioanalytical clinical trial central lab in China, as well as new offering in women's health and companion diagnostics. We did extend the UnitedHealthcare contract through the end of 2018, and we also achieved a multi-year extension of the Horizon contract. So it's been a very successful 2010, 2011 for us, and we're excited about the opportunity in 2012.

Our full year 2011 results, we grew revenue by 10.8%, and we grew our adjusted EPS, including amortization, by 6.5%. A lot of the drag there, obviously, due to the integration of the Genzyme acquisition. For the first quarter of 2012, we grew revenue by 4% and adjusted EPS, excluding amortization, by 14.5%. So we're getting good leverage out of cost reductions in the business and top line revenue growth. And for the 5-year period, we were very pleased that our shares have significantly outperformed the S&P Healthcare Index and the S&P 500. The blue line is LabCorp; the green line is the S&P 500 Healthcare Index; and the red line, the S&P 500. So we have returned very good value to our shareholders in terms of share price appreciation.

In conclusion, we occupy a critical point in the healthcare delivery system. We are well-positioned in an attractive market. We've executed our strategy consistently around the 5 pillars of growth, and we are proud of our execution -- our track record of execution and success.

And with that, I will conclude my presentation and will be happy to answer any questions that you may have. We will attempt to ensure that everyone who wishes to speak has a chance to be heard, and representatives of management will respond to your questions. In the interest of time, please limit your questions to one at a time, and we will limit discussion on each question to 5 minutes. A reminder, the Q&A session is being webcast this morning. Those on the web will not be able to ask questions. Anyone who does wish to ask a question, please wait for the microphone and state your name at the time you ask the question. Are there any questions at this time?

Question-and-Answer Session

David P. King

Yes, sir?

Unknown Attendee

I'm Pat Raiford [ph]. Could you comment upon what sort of effect to the company, I assume you have thought about either way, if the Supreme Court either approves or disapproves the current law?

David P. King

I think that we are prepared -- well-prepared for either outcome in the event that the Supreme Court upholds the Affordable Care Act. We do expect that beginning in 2014, as more patients are ensured that there would be an increase in the number of tests that we would run, and so we have sufficient capacity to manage that additional testing, should it come. I think on the event the Supreme Court were to overturn the law, we are prepared, obviously, we have capacity to handle current volumes. And as I mentioned, we have spent a lot of energy on efficiency and managing our cost structure, so that we would be prepared in the event that the individual mandate were overturned. But some of the payment reductions built into the law were to remain in place. So it's great question. I think we've done a lot of planning, and we're well-prepared and in a good position, whichever way the case is decided.

Thank you. Are there any other questions? Seeing no other questions, I will entertain a motion to adjourn the meeting.

Unknown Executive

I move that the meeting be adjourned.

David P. King

I second the motion. All those in favor, please say aye.

[Voting]

David P. King

Any opposed?

At this time, the meeting is adjourned. Thank you for coming this morning, and have a great day.

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