Deslande v. Fortrea Holdings Inc. — Entry #65

Case 1:25-cv-04630-KPF   Document 65-2   Filed 01/28/26   Page 1 of 5


                Exhibit B


Table of Contents      Case 1:25-cv-04630-KPF                        Document 65-2                     Filed 01/28/26             Page 2 of 5


                                          UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                                                Washington, D.C. 20549
                                                             __________________________________

                                                                        FORM 10-K
                                                             __________________________________
(Mark One)
x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                           For the fiscal year ended December 31, 2023
                                                                                    OR
o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                       For the transition period from _____ to _____
                                                               Commission file number 001-04321
                                                             __________________________________

                                                             Fortrea Holdings Inc.
                                                            (Exact name of registrant as specified in its charter)
                                                             __________________________________

                                    Delaware                                                                                92-2796441
                         (State or other jurisdiction of                                                                  (I.R.S. Employer
                         incorporation or organization)                                                                  Identification No.)


                 8 Moore Drive, Durham, North Carolina                                                                         27709

                    (Address of Principal Executive Offices)                                                                 (Zip Code)

                                                                        (877) 495-0816
                                                      Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:

              Title of each class                                Trading Symbol(s)                                   Name of each exchange on which registered
      Common Stock, $0.001 par value                                     FTRE                                            The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o No x


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    Cautionary Statement Concerning Forward-Looking Statements

     This Form 10-K and other materials we have filed or will file with the Securities and Exchange Commission (the “SEC”) include or will include
forward-looking statements. Some of the forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,”
“should,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates,” or other comparable terms. These forward-looking statements
include all matters that are not related to present facts or current conditions or that are not historical facts. They appear in a number of places throughout
this Form 10-K and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, our results of operations,
financial condition, liquidity, prospects and growth strategies, and the industries in which we operate and include, without limitation, statements relating to
our future performance.

     Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. We caution you that
forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry
development may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-K. In addition, even if
our results of operations, financial condition and liquidity, and industry development are consistent with the forward-looking statements contained in this
Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could
cause actual results to differ materially from those contained in or implied by the forward-looking statements, including the risks and uncertainties
discussed in Item 1A. Risk Factors of this document. Factors that could cause actual results to differ from those reflected in forward-looking statements
relating to our operations and business include, among other things: the impacts of becoming an independent public company; our reliance on Labcorp to
provide financial reporting and other financial and accounting information for periods prior to the Spin through the end of the relevant transition
agreements, as well as IT, accounting, finance, legal, human resources, and other services critical to our businesses; our dependence on third parties
generally to provide services critical to our businesses throughout the transition period and beyond; the risk that establishment of our accounting, enterprise
resource planning, and other management systems post the transition period could cost more or take longer than anticipated; the impact of the rebranding of
the Company; our ability to successfully implement our business strategies and execute our long-term value creation strategy; risks and expenses associated
with our international operations and currency fluctuations; our customer or therapeutic area concentrations; any further deterioration in the
macroeconomic environment, which could lead to defaults or cancellations by our customers; the risk that our backlog and net new business may not grow
to the extent we anticipate over the time period we anticipate, that such measures may not be indicative of our future revenues and that we might not realize
all of the anticipated future revenue reflected in our backlog; our ability to generate sufficient net new business awards, or the risk that net new business
awards are delayed, terminated, reduced in scope, or fail to go to contract; the risk that we may underprice our contracts, overrun our cost estimates, or fail
to receive approval for, or experience delays in documentation of change orders; our ability to complete divestiture of Endpoint Clinical and Fortrea Patient
access businesses on time or at all and our ability to realize the full purchase price and benefits of the transaction; and other factors described from time to
time in documents that we file with the SEC.

     All forward-looking statements are made only as of the date of this Form 10-K and we do not undertake any obligation, other than as may be required
by law, to update or revise any forward-looking statements to reflect future events or developments. Comparisons of results for current and any prior
periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as
historical data. For a further discussion of the risks relating to our business, see the Item 1A. Risk Factors of this document.


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place to reduce our exposure to such risks, but if we fail to follow these policies and guidelines we may suffer reputational damage, loss of customer
relationships and business, monetary damages, fines, and other governmental actions.

Our customer or therapeutic area concentration may have a material adverse effect on our business, financial condition, results of operations or cash
flows.

    If any large customer decreases or terminates its relationship with us, our business, financial condition, results of operations or cash flows could be
materially adversely affected. For the year ended December 31, 2023, our top ten customers based on revenue accounted for approximately 47% of our
consolidated revenue and our top ten customers based on backlog accounted for approximately 53% of our total backlog. For the year ended December 31,
2023, one customer accounted for approximately 10.6% of revenue. It is possible that an even greater portion of our revenues will be attributable to a
smaller number of customers in the future, including as a result of our entering into strategic provider relationships with customers. Also, consolidation in
our potential customer base results in increased competition for important market segments and fewer available customer accounts.

     Additionally, conducting multiple clinical trials and providing other development or post-approval services for different customers in a single
therapeutic class involving drugs with the same or similar chemical action may adversely affect our business if some or all of the trials or services are
canceled because of new scientific information or regulatory judgments that affect the drugs as a class. Further, concentration in a particular therapeutic
class could cause trials we are conducting for our customers to compete with one another for limited resources (e.g., patients, academic interest, funding),
which could impact the successful completion or timely execution of these studies, and therefore our business.

Our customers may experience insufficient funding to complete their clinical trials.

     Clinical trials can cost hundreds of millions of dollars. A contraction in available funding sources for life science companies can make it harder for our
customers to fund the costs of clinical trials. There is a risk that we may initiate clinical trials for our customers, and then customers become unwilling or
unable to fund our services or the completion of the clinical trial as a whole. In such a situation, it may be necessary for us to complete or wind down the
clinical trial at our own expense due to regulatory or ethical obligations. In these circumstances, we may incur substantial costs and expend resources
without compensation from our customer due to their lack of funds, bankruptcy or other negative financial circumstances.

Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected in our backlog.

     Our backlog consists of anticipated revenue awarded from contract and pre-contract commitments that are supported by written communications. Once
work begins on a project, revenue is recognized over the duration of the project, provided the award has gone to contract. Projects may be canceled or
delayed by the customer or delayed by regulatory authorities for reasons beyond our control. To the extent projects are delayed, the timing of our revenue
could be adversely affected. In addition, if a customer terminates a contract, we typically would be entitled to receive payment for all services performed up
to the termination date and subsequent customer authorized services related to terminating the canceled project. Typically, however, we have no contractual
right to the full amount of the future revenue reflected in our backlog in the event of a contract termination or subsequent changes in scope that reduce the
value of the contract. The duration of the projects included in our backlog, and the related revenue recognition, typically range from a few months to
several years. Our backlog might not be indicative of our future revenues, and we might not realize all the anticipated future revenue reflected in that
backlog. A number of factors may affect the backlog, including:

    •    the size, complexity, and duration of projects or strategic relationships;
    •    the cancellation or delay of projects;
    •    the failure of one or more business awards to go to contract; and
    •    changes in the scope of work during the course of projects.


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Incremental Independent Public Company Expenses

     The consolidated and combined statements of operations include costs for certain centralized functions and programs provided and administered by
Labcorp that were allocated to us in the periods presented prior to the Spin. These centralized functions and programs include, but are not limited to, legal,
tax, treasury, risk management, sales expenses, IT, human resources, finance, supply chain, executive leadership and stock-based compensation.

     These expenses were allocated to us based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net
revenues or headcount or other reasonable driver, as applicable. We consider the basis on which the expenses have been allocated to reasonably reflect the
utilization of services provided to, or the benefit received by, us during the periods presented. However, the allocations may not reflect the expenses we
would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if we had been a standalone company
would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic
decisions made in areas such as IT and infrastructure. For a period following the Separation, however, some of these functions will be provided by Labcorp
under transition services agreements.

     The actual costs of services represented by these allocations may vary significantly from the amounts allocated to us in the accompanying financial
statements.

Backlog and Net New Business

     Our backlog consists of anticipated future revenue from business awards that either have not started, or that are in process and have not been
completed. Our backlog also reflects any cancellation or adjustment activity related to these awards. The average duration of our contracts will fluctuate
from period to period based on the contracts comprising our backlog at any given time. The majority of our contracts contain early termination provisions
that typically require notice periods ranging from 30 to 90 days. We adjust backlog for foreign currency fluctuations and exclude from backlog revenue that
has been recognized as revenue in our statements of operations. Our backlog was $7.4 billion as of December 31, 2023.

     We do not believe that, as a sole measure, our backlog is a consistent indicator of future revenue because it has been, and likely will continue to be,
affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, and changes to the
scope of work during the course of projects. Additionally, projects may be canceled or delayed by the customer or regulatory authorities. We generally do
not have a contractual right to the full amount of the contract award reflected in our backlog. If a customer cancels a contract, we generally will be
reimbursed for the costs we have incurred. For more information about risks related to our backlog see “Risk Factors—Risks Relating to Our Business—
Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected in our backlog.”

    The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand our results
of operations for the years ended December 31, 2023, 2022 and 2021.

Results of Operations for the years ended December 31, 2023, 2022 and 2021

    The following tables present the financial measures that management considers to be the most significant indicators of the Company's performance.

    Revenues

                                                                   Years Ended December 31,
                                                  2023                      2022                   2021             2023/2022 change       2022/2021 change
Clinical Services                         $              2,839.5    $              2,825.4    $           2,763.5                0.5 %                   2.2 %
Enabling Services                                          269.5                     270.7                  294.0               (0.4)%                  (7.9)%
Total                                     $              3,109.0    $              3,096.1    $           3,057.5                0.4 %                   1.3 %


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