SUBSEQUENT EVENTS (Notes)

12 Months Ended

Dec. 31, 2014

Subsequent Event [Line Items]

Subsequent Events [Text Block]

As described in Note 2, on February 19, 2015, the Company completed its acquisition of Covance, a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0. Covance stockholders received $75.76 in cash and 0.2686 shares of the Company's common stock for each share of Covance common stock they own. In connection with the transaction, the Company secured $4,250.0 in bridge financing. 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. The net proceeds from the offering of the Notes were approximately $2,870.2 million after deducting underwriting discounts and other expenses of the offering. Net proceeds will be used to pay a portion of the cash consideration and the fees and expenses in connection with the Company’s acquisition of Covance. The Company incurred $33.8 of transaction costs related to the Acquisition.

The Company will account for the Acquisition using the acquisition method, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the Acquisition. The Company expects to recognize identifiable intangible assets, including customer lists, land use right and trade names and trademarks using the income approach through a discounted cash flow analysis with the discounted cash flow projections. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets acquired will be recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Acquisition. These benefits include a complementary product offerings, enhanced global footprint, and attractive synergy opportunities and value creation.

For the year ended December 31, 2014, the unaudited pro forma consolidated revenues, net income, and basic and diluted earnings per share is $8,532.6, $523.7, $5.23 and $5.15, respectively, as though the Acquisition had occurred as of January 1, 2014. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased amortization expense based on the estimated fair value of assets acquired, the impact of the Company’s new financing arrangements, and the related tax effects. The pro forma results include costs directly attributable to the Acquisition which are not expected to have a continuing impact on the combined company, such as transactions costs of $68.8, post combination expense for acceleration of stock based compensation of $47.2 and change in control payments and severance arrangements of $23.7. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the Acquisition nor do they include costs that the Company may incur to call Covance debt post-Acquisition. To produce the unaudited pro forma financial information, LabCorp adjusted Covance’s assets and liabilities to their estimated fair value; however, LabCorp has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the Covance assets to be acquired and the liabilities to be assumed and the related allocation of purchase price.

22.  SUBSEQUENT EVENTS

As described in Note 2, on February 19, 2015, the Company completed its acquisition of Covance, a leading drug development services company and a leader in nutritional analysis, for approximately $6,200.0. Covance stockholders received $75.76 in cash and 0.2686 shares of the Company's common stock for each share of Covance common stock they own. In connection with the transaction, the Company secured $4,250.0 in bridge financing. 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. The net proceeds from the offering of the Notes were approximately $2,870.2 million after deducting underwriting discounts and other expenses of the offering. Net proceeds will be used to pay a portion of the cash consideration and the fees and expenses in connection with the Company’s acquisition of Covance. The Company incurred $33.8 of transaction costs related to the Acquisition.

The Company will account for the Acquisition using the acquisition method, which requires the assets acquired and the liabilities assumed to be measured at fair value at the date of the Acquisition. The Company expects to recognize identifiable intangible assets, including customer lists, land use right and trade names and trademarks using the income approach through a discounted cash flow analysis with the discounted cash flow projections. The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets acquired will be recorded as goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Acquisition. These benefits include a complementary product offerings, enhanced global footprint, and attractive synergy opportunities and value creation.

For the year ended December 31, 2014, the unaudited pro forma consolidated revenues, net income, and basic and diluted earnings per share is $8,532.6, $523.7, $5.23 and $5.15, respectively, as though the Acquisition had occurred as of January 1, 2014. The unaudited pro forma results reflect certain adjustments related to past operating performance, acquisition costs and acquisition accounting adjustments, such as increased amortization expense based on the estimated fair value of assets acquired, the impact of the Company’s new financing arrangements, and the related tax effects. The pro forma results include costs directly attributable to the Acquisition which are not expected to have a continuing impact on the combined company, such as transactions costs of $68.8, post combination expense for acceleration of stock based compensation of $47.2 and change in control payments and severance arrangements of $23.7. The pro forma results do not include any anticipated synergies which may be achievable subsequent to the Acquisition nor do they include costs that the Company may incur to call Covance debt post-Acquisition. To produce the unaudited pro forma financial information, LabCorp adjusted Covance’s assets and liabilities to their estimated fair value; however, LabCorp has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the Covance assets to be acquired and the liabilities to be assumed and the related allocation of purchase price.