LabCorp 2010 Annual Report Download - page 23

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To the Board of Directors and Shareholders of
Laboratory Corporation of America Holdings:
In our opinion, the consolidated balance sheets and related
consolidated statements of operations, changes in shareholders’
equity, and cash flows present fairly, in all material respects,
the financial position of Laboratory Corporation of America
Holdings and its subsidiaries at December 31, 2010 and 2009,
and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on
criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company’s management
is responsible for these financial statements, for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial
reporting, included in the Report of Management on Internal
Control Over Financial Reporting. Our responsibility is to express
opinions on these financial statements and on the Company’s
internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement and
whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable
basis for our opinions.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and disposi-
tions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expen-
ditures of the company are being made only in accordance with
authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
As described in the Report of Management on Internal
Controls over Financial Reporting, management has excluded
Genzyme Genetics from its assessment of internal control over
financial reporting as of December 31, 2010 because it was
acquired by the Company in a purchase business combination
during 2010. We have also excluded Genzyme Genetics from
our audit of internal control over financial reporting. Genzyme
Genetics is a wholly-owned subsidiary whose total assets and
total revenues represent 15.5% and 0.7%, respectively, of the
related consolidated financial statement amounts as of and for
the year ended December 31, 2010.
PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 1, 2011
LABORATORY CORPORATION OF AMERICA
Report of Independent Registered
Public Accounting Firm