Quest Diagnostics Reports Third Quarter 2020 Financial Results, Reflecting Continued Demand for COVID-19 Testing and Rapid Recovery in Health Care Utilization

SECAUCUS, N.J., Oct. 22, 2020 /PRNewswire/ -- Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today financial results for the third quarter ended September 30, 2020.

"Quest had a very strong third quarter, benefiting from continued demand for COVID-19 testing and the rapid recovery of health care utilization," said Steve Rusckowski, Chairman, CEO and President, Quest Diagnostics. "Quest has performed over 22 million COVID-19 molecular and serology tests to date, more than any other provider. We also developed and introduced several new innovations that are contributing to enabling the country's return to work, the classroom, and the athletic field. I am extremely proud of all that Quest Diagnostics has accomplished throughout the COVID-19 pandemic, and would like to thank our more than 47,000 employees for their hard work and dedication.

"We've seen further signs of the health care system returning to pre-pandemic levels, as our base testing volume, which excludes COVID-19 molecular and antibody testing, continued to recover throughout the third quarter. As we exited September, organic volumes in our base business were down mid-to-high single digits compared to last year. We are raising our full year 2020 outlook given our year to date performance and a clearer line of sight for both the base business and COVID-19 testing."

Mr. Rusckowski continued: "We are grateful for the CARES Act funding that provided our company with support earlier this year at a time of great uncertainty for our nation. Several months into this pandemic, we do not require this funding. As a result, we believe returning these funds to the government now is the right thing to do."

                                                                                                 Three Months Ended September 30,                                                  Nine Months Ended September 30,



                                                                                2020                  2019                                       Change                       2020           2019                  Change



                                                                                                                       
            (dollars in millions, except per share data)



       
              
                Reported:

    ---


       Net revenues                                                                 $
        2,786                                                         $
            1,956                    42.5                                $
          6,435     $
       5,800   11.0
                                                                                                                                                                                             %                                                               %



       Diagnostic Information Services revenues                                     $
        2,709                                                         $
            1,877                    44.3                                $
          6,217     $
       5,561   11.8
                                                                                                                                                                                             %                                                               %



       Revenue per requisition                                                                                                                  20.9                                                                      12.4
                                                                                                                                                    %                                                                        %



       Requisition volume                                                                                                                       19.7                                                                     (0.1)
                                                                                                                                                    %                                                                        %



         Organic requisition volume                                                                                                             16.6                                                                     (1.4)
                                                                                                                                                    %                                                                        %



       Operating income (a)                                                           $
        718                                                           $
            313                   129.5                                $
          1,176       $
       868   35.5
                                                                                                                                                                                             %                                                               %



       Operating income as a percentage of net revenues (a)                    25.8                         16.0
          %                                                     9.8                  18.3
          %                   15.0
        %  3.3
                                                                                   %                                                                                           %                                                              %



       Income from continuing operations attributable to Quest Diagnostics (a)        $
        568                                                           $
            215                   164.7                                  $
          852       $
       585   45.6
                                                                                                                                                                                             %                                                               %



       Diluted EPS (a) (b)                                                           $
        4.14                                                          $
            1.56                   164.6                                 $
          6.25      $
       4.27   46.0
                                                                                                                                                                                             %                                                               %



       Cash provided by operations                                                    $
        862                                                           $
            299                   189.0                                $
          1,464       $
       895   63.6
                                                                                                                                                                                             %                                                               %



       Capital expenditures                                                            $
        91                                                            $
            96                   (4.9)                                 $
          256       $
       228   12.3
                                                                                                                                                                                             %                                                               %





       
              
                Adjusted:

    ---


       Operating income                                                               $
        831                                                           $
            349                   138.1                                $
          1,350       $
       987   36.8
                                                                                                                                                                                             %                                                               %



       Operating income as a percentage of net revenues                        29.8                         17.9
          %                                                    11.9                  21.0
          %                   17.0
        %  4.0
                                                                                   %                                                                                           %                                                              %



       Income from continuing operations attributable to Quest Diagnostics            $
        591                                                           $
            241                   144.9                                  $
          912       $
       668   36.5
                                                                                                                                                                                             %                                                               %



       Diluted EPS (b)                                                               $
        4.31                                                          $
            1.76                   144.9                                 $
          6.69      $
       4.89   36.8
                                                                                                                                                                                             %                                                               %



               (a)               For further details impacting
                                  the year-over-year
                                  comparisons related to
                                  operating income, operating
                                  income as a percentage of net
                                  revenues, income from
                                  continuing operations
                                  attributable to Quest
                                  Diagnostics, and diluted EPS,
                                  see note 2 of the financial
                                  tables attached below.




               (b)               The sum of reported and adjusted
                                  diluted EPS for the first three
                                  quarters of 2020 did not equal
                                  the totals for the nine months
                                  ended September 30, 2020 due to
                                  quarterly fluctuations in the
                                  company's earnings and weighted
                                  average common shares
                                  outstanding throughout the
                                  period as a result of the
                                  impact of COVID-19 and the
                                  temporary cessation of
                                  repurchases under the company's
                                  share repurchase program.

Updated Outlook for Full Year 2020

The company updates its Full Year 2020 outlook as follows:

                                               Updated Outlook          Previous Outlook



                                  
         
                Low        
     
                High        
       
            Low     
       
            High




     Net revenues                      
              $8.8 billion   
              $9.1 billion    
       $8.4 billion     
       $8.8 billion



     Net revenues increase                               13.9%                     17.8%                8.7%                13.9%



     Reported diluted EPS                                $8.22                      $9.22                $7.42                 $8.92



     Adjusted diluted EPS                                $9.00                     $10.00                $7.50                 $9.00



     Cash provided by operations        At least $1.75 billion    At least $1.45 billion



     Capital expenditures          Approximately $400 million    
              $375 million    
       $400 million

Note on Non-GAAP Financial Measures

As used in this press release the term "reported" refers to measures under accounting principles generally accepted in the United States ("GAAP"). The term "adjusted" refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, certain financial impacts resulting from the COVID-19 pandemic, amortization expense, excess tax benefits ("ETB") associated with stock-based compensation, a gain on remeasurement of an equity interest, costs associated with the company's recently announced initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities, and other items.

Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables attached below include reconciliations of non-GAAP adjusted measures to GAAP measures.

Conference Call Information

Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, passcode: 7895081; or via live webcast on the company's website at www.QuestDiagnostics.com/investor. The company suggests participants dial in approximately 10 minutes before the call.

A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or by phone at 800-337-6568 for domestic callers or 402-220-9660 for international callers. No passcode is required. Telephone replays will be available from approximately 10:30 a.m. Eastern Time on October 22, 2020 until midnight Eastern Time on November 5, 2020. Anyone listening to the call is encouraged to read the company's periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

About Quest Diagnostics

Quest Diagnostics empowers people to take action to improve health outcomes. Derived from the world's largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management. Quest annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our 47,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com.

Forward Looking Statements

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management's current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, impacts of the COVID-19 pandemic and measures taken in response, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government regulations, changing relationships with customers, payers, suppliers or strategic partners and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the "Business," "Risk Factors," "Cautionary Factors that May Affect Future Results" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of those reports.

This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.

ADDITIONAL TABLES FOLLOW

                                                                                                                           
         
             Quest Diagnostics Incorporated and Subsidiaries

                                                                                                                               
       
                Consolidated Statements of Operations

                                                                                                                    
            
         For the Three and Nine Months Ended September 30, 2020 and 2019

                                                                                                                               
       
                (in millions, except per share data)

                                                                                                                                     
              
                (unaudited)






                                                                                                                                                                      Three Months Ended                             Nine Months Ended
                                                                                                                                                           September 30,                               September 30,

                                                                                                                                                                                                            ---

                                                                                                                                                    2020                             2019             2020                            2019

                                                                                                                                                                                                                                    ---


     
                Net revenues                                                                                                                            $
              2,786                                $
             1,956               $
         6,435  $
       5,800





     
                Operating costs and expenses and other operating income:



     Cost of services                                                                                                                             1,580                                        1,264                               4,071          3,773



     Selling, general and administrative                                                                                                            396                                          362                               1,103          1,108



     Amortization of intangible assets                                                                                                               27                                           23                                  77             72



     Other operating expense (income), net                                                                                                           65                                          (6)                                  8           (21)




     Total operating costs and expenses, net                                                                                                      2,068                                        1,643                               5,259          4,932






     
                Operating income                                                                                                                  718                                          313                               1,176            868





     
                Other income (expense):



     Interest expense, net                                                                                                                         (42)                                        (44)                              (124)         (133)



     Other income, net                                                                                                                               77                                            1                                  74             13




     Total non-operating income (expense), net                                                                                                       35                                         (43)                               (50)         (120)






     
                Income from continuing operations before income taxes and equity in earnings of equity method investees                           753                                          270                               1,126            748



     
                Income tax expense                                                                                                              (177)                                        (62)                              (269)         (175)



     
                Equity in earnings of equity method investees, net of taxes                                                                        15                                           18                                  33             48




     
                Income from continuing operations                                                                                                 591                                          226                                 890            621



     
                Income from discontinued operations, net of taxes                                                                                   -                                                                                           20




     
                Net income                                                                                                                        591                                          226                                 890            641



     
                Less: Net income attributable to noncontrolling interests                                                                          23                                           11                                  38             36




     
                Net income attributable to Quest Diagnostics                                                                                              $
              568                                  $
             215                 $
         852    $
       605






     
                Amounts attributable to Quest Diagnostics' common stockholders:



     Income from continuing operations                                                                                                                      $
              568                                  $
             215                 $
         852    $
       585



     Income from discontinued operations, net of taxes                                                                                                -                                                                                           20




     Net income                                                                                                                                             $
              568                                  $
             215                 $
         852    $
       605






     
                Earnings per share attributable to Quest Diagnostics' common stockholders - basic:



     Income from continuing operations                                                                                                                     $
              4.20                                 $
             1.59                $
         6.33   $
       4.33



     Income from discontinued operations                                                                                                              -                                                                                         0.15




     Net income                                                                                                                                            $
              4.20                                 $
             1.59                $
         6.33   $
       4.48






     
                Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:



     Income from continuing operations                                                                                                                     $
              4.14                                 $
             1.56                $
         6.25   $
       4.27



     Income from discontinued operations                                                                                                              -                                                                                         0.15




     Net income                                                                                                                                            $
              4.14                                 $
             1.56                $
         6.25   $
       4.42






     
                Weighted average common shares outstanding:



     Basic                                                                                                                                          135                                          135                                 134            135





     Diluted                                                                                                                                        137                                          137                                 136            136

                                                                                      
              
              Quest Diagnostics Incorporated and Subsidiaries

                                                                                                
             
               Consolidated Balance Sheets

                                                                                         
              
              September 30, 2020 and December 31, 2019

                                                                                           
              
              (in millions, except per share data)

                                                                                                        
            
                (unaudited)






                                                                                                                                         September 30,              December 31,
                                                                                                                                                  2020                       2019

                                                                                                                                                                             ---


       
                
                  Assets

    ---


       
                Current assets:



       Cash and cash equivalents                                                                                                                         $
      1,605                         $
      1,192



       Accounts receivable, net                                                                                                                 1,421                               1,063



       Inventories                                                                                                                                205                                 123



       Prepaid expenses and other current assets                                                                                                  117                                 112



       Total current assets                                                                                                                     3,348                               2,490



       
                Property, plant and equipment, net                                                                                          1,544                               1,453



       
                Operating lease right-of-use assets                                                                                           535                                 518



       
                Goodwill                                                                                                                    6,880                               6,619



       
                Intangible assets, net                                                                                                      1,192                               1,121



       
                Investments in equity method investees                                                                                        480                                 482



       
                Other assets                                                                                                                  164                                 160



       
                Total assets                                                                                                                        $
      14,143                        $
      12,843






       
                
                  Liabilities and Stockholders' Equity

    ---


       
                Current liabilities:



       Accounts payable and accrued expenses                                                                                                             $
      1,686                         $
      1,041



       Current portion of long-term debt                                                                                                          555                                 804



       Current portion of long-term operating lease liabilities                                                                                   148                                 145



       Total current liabilities                                                                                                                2,389                               1,990



       
                Long-term debt                                                                                                              4,018                               3,966



       
                Long-term operating lease liabilities                                                                                         428                                 413



       
                Other liabilities                                                                                                             782                                 711



       
                Redeemable noncontrolling interest                                                                                             80                                  76



       
                Stockholders' equity:



       Quest Diagnostics stockholders' equity:


        Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2020 and
         December 31, 2019; 217 shares issued as of both September 30, 2020 and December 31, 2019                                                    2                                   2



       Additional paid-in capital                                                                                                               2,801                               2,722



       Retained earnings                                                                                                                        8,800                               8,174



       Accumulated other comprehensive loss                                                                                                      (42)                               (39)


        Treasury stock, at cost; 82 and 84 shares as of September 30, 2020 and December 31, 2019,
         respectively                                                                                                                          (5,161)                            (5,218)




       Total Quest Diagnostics stockholders' equity                                                                                             6,400                               5,641



       Noncontrolling interests                                                                                                                    46                                  46




       Total stockholders' equity                                                                                                               6,446                               5,687




       
                Total liabilities and stockholders' equity                                                                                          $
      14,143                        $
      12,843


                                                                           
              
               Quest Diagnostics Incorporated and Subsidiaries

                                                                                
              
               Consolidated Statements of Cash Flows

                                                                        
              
               For the Nine Months Ended September 30, 2020 and 2019

                                                                                            
             
                (in millions)

                                                                                             
             
                (unaudited)






                                                                                                                                                                        Nine Months Ended
                                                                                                                                                             September 30,



                                                                                                                                                        2020                           2019

                                                                                                                                                                                       ---


     
                Cash flows from operating activities:



     Net income                                                                                                                                               $
              890                       $
     641



     Adjustments to reconcile net income to net cash provided by operating activities:



     Depreciation and amortization                                                                                                                      263                                     247



     Provision for credit losses                                                                                                                         18                                       9



     Deferred income tax provision                                                                                                                       12                                      15



     Stock-based compensation expense                                                                                                                    63                                      44



     Other, net                                                                                                                                        (60)                                   (44)



     Changes in operating assets and liabilities:



     Accounts receivable                                                                                                                              (355)                                  (113)



     Accounts payable and accrued expenses                                                                                                              514                                      80



     Income taxes payable                                                                                                                                95                                       9



     Termination of interest rate swap agreements                                                                                                        40



     Other assets and liabilities, net                                                                                                                 (16)                                      7




     
                Net cash provided by operating activities                                                                                           1,464                                     895






     
                Cash flows from investing activities:



     Business acquisitions, net of cash acquired                                                                                                      (329)                                   (56)



     Capital expenditures                                                                                                                             (256)                                  (228)



     Increase in investments and other assets                                                                                                          (19)                                   (27)




     
                Net cash used in investing activities                                                                                               (604)                                  (311)






     
                Cash flows from financing activities:



     Proceeds from borrowings                                                                                                                           749                                   1,484



     Repayments of debt                                                                                                                             (1,002)                                (1,448)



     Purchases of treasury stock                                                                                                                       (75)                                  (153)



     Exercise of stock options                                                                                                                          144                                      98



     Employee payroll tax withholdings on stock issued under stock-based compensation plans                                                            (13)                                   (16)



     Dividends paid                                                                                                                                   (222)                                  (215)



     Distributions to noncontrolling interest partners                                                                                                 (34)                                   (39)



     Other financing activities, net                                                                                                                      6                                       4




     
                Net cash used in financing activities                                                                                               (447)                                  (285)






     
                Net change in cash and cash equivalents and restricted cash                                                                           413                                     299



     
                Cash and cash equivalents and restricted cash, beginning of period                                                                  1,192                                     135




     
                Cash and cash equivalents and restricted cash, end of period                                                                              $
              1,605                       $
     434





     
                Cash paid during the period for:



     Interest                                                                                                                                                 $
              136                       $
     149



     Income taxes                                                                                                                                             $
              168                       $
     148

Notes to Financial Tables


     1)  The computation of basic and diluted earnings per common share is as follows:




                                                                                                                          Three Months Ended                                 Nine Months Ended
                                                                                                             September 30,                                   September 30,

                                                                                                                                                                  ---

                                                                                                        2020                          2019                   2020                      2019

                                                                                                                                                                                     ---

                                                                                                                  
              (in millions, except per share data)



     
                Amounts attributable to Quest Diagnostics' common stockholders:



     Income from continuing operations                                                                        $
              568                                      $
          215                 $
        852   $
      585



     Income from discontinued operations, net of taxes                                                    -                                                                                         20




     Net income attributable to Quest Diagnostics' common stockholders                                        $
              568                                      $
          215                 $
        852   $
      605






     Income from continuing operations                                                                        $
              568                                      $
          215                 $
        852   $
      585



     Less: earnings allocated to participating securities                                                 2                                       1                                     3               2




     Earnings available to Quest Diagnostics' common stockholders - basic and diluted                         $
              566                                      $
          214                 $
        849   $
      583






     Weighted average common shares outstanding - basic                                                 135                                     135                                   134             135



     Effect of dilutive securities:



     Stock options and performance share units                                                            2                                       2                                     2               1




     Weighted average common shares outstanding - diluted                                               137                                     137                                   136             136






     
                Earnings per share attributable to Quest Diagnostics' common stockholders - basic:



     Income from continuing operations                                                                       $
              4.20                                     $
          1.59                $
        6.33  $
      4.33



     Income from discontinued operations                                                                  -                                                                                       0.15




     Net income                                                                                              $
              4.20                                     $
          1.59                $
        6.33  $
      4.48






     
                Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:



     Income from continuing operations                                                                       $
              4.14                                     $
          1.56                $
        6.25  $
      4.27



     Income from discontinued operations                                                                  -                                                                                       0.15




     Net income                                                                                              $
              4.14                                     $
          1.56                $
        6.25  $
      4.42



     2) The following tables reconcile reported GAAP results to non-GAAP adjusted results:




                                                                                                                                             
         
                Three Months Ended September 30, 2020


                                                                                                                                           
       
                (dollars in millions, except per share data)



                                                                                  Operating                               Operating                          Income tax                                       Equity in                 Income from           Diluted EPS
                                                                        income                                income as a                        expense (e)                                      earnings of                continuing
                                                                                              percentage of                                                                                        equity                  operations
                                                                                               net revenues                                                                                        method                 attributable
                                                                                                                                                                                               investees, net              to Quest
                                                                                                                                                                                                  of taxes                Diagnostics

                                                                                                                                                                                                                                                        ---

                                
              As reported                                        $
              718                                                       25.8
                                                                                                                                                                      %                                                           $
              (177)         $
              15              $
     568 $
     4.14


                         Restructuring and integration
                                           charges (a)                                   18                                            0.6                                                                            (4)                                                 14       0.10


                        
              COVID-19 impact (b)                                   68                                            2.5                                                                           (18)                             1                    52       0.39


                       Gain on remeasurement of equity
                                          interest (c)                                                                                                                                                                7                                                (63)    (0.46)


                       
              Amortization expense                                   27                                            0.9                                                                            (7)                             3                    23       0.16


                                        
              ETB                                                                                                                                                              (3)                                                (3)    (0.02)



                                
              As adjusted                                        $
              831                                                       29.8
                                                                                                                                                                      %                                                           $
              (202)         $
              19              $
     591 $
     4.31



                                                                                                                                             
         
                Nine Months Ended September 30, 2020


                                                                                                                                           
       
                (dollars in millions, except per share data)



                                                                                  Operating                               Operating                          Income tax                                       Equity in                 Income from           Diluted EPS
                                                                        income                                income as a                        expense (e)                                      earnings of                continuing
                                                                                              percentage of                                                                                        equity                  operations
                                                                                               net revenues                                                                                        method                 attributable
                                                                                                                                                                                               investees, net              to Quest
                                                                                                                                                                                                  of taxes                Diagnostics

                                                                                                                                                                                                                                                        ---

                                
              As reported                                      $
              1,176                                                       18.3
                                                                                                                                                                      %                                                           $
              (269)         $
              33              $
     852 $
     6.25


                         Restructuring and integration
                                           charges (a)                                   43                                            0.7                                                                            (9)                                                 34       0.25


                        
              COVID-19 impact (b)                                   54                                            0.8                                                                           (11)                           (2)                   39       0.29


                       Gain on remeasurement of equity
                                          interest (c)                                                                                                                                                                7                                                (63)    (0.46)


                       
              Amortization expense                                   77                                            1.2                                                                           (21)                             9                    65       0.47


                                        
              ETB                                                                                                                                                             (15)                                               (15)    (0.11)



                                
              As adjusted                                      $
              1,350                                                       21.0
                                                                                                                                                                      %                                                           $
              (318)         $
              40              $
     912 $
     6.69



                                                                                                                                             
         
                Three Months Ended September 30, 2019


                                                                                                                                           
       
                (dollars in millions, except per share data)



                                                                                  Operating                               Operating                          Income tax                                       Equity in                 Income from           Diluted EPS
                                                                        income                                income as a                        expense (e)                                      earnings of                continuing
                                                                                              percentage of                                                                                        equity                  operations
                                                                                               net revenues                                                                                        method                 attributable
                                                                                                                                                                                               investees, net              to Quest
                                                                                                                                                                                                  of taxes                Diagnostics

                                                                                                                                                                                                                                                        ---

                                
              As reported                                        $
              313                                                       16.0
                                                                                                                                                                      %                                                            $
              (62)         $
              18              $
     215 $
     1.56


                         Restructuring and integration
                                           charges (a)                                   16                                            0.8                                                                            (4)                                                 12       0.09


                                  
              Other (d)                                  (3)                                         (0.1)                                                                             1                                                 (2)    (0.01)


                       
              Amortization expense                                   23                                            1.2                                                                            (6)                             2                    19       0.14


                                        
              ETB                                                                                                                                                              (3)                                                (3)    (0.02)



                                
              As adjusted                                        $
              349                                                       17.9
                                                                                                                                                                      %                                                            $
              (74)         $
              20              $
     241 $
     1.76



                                                                                                                                             
         
                Nine Months Ended September 30, 2019


                                                                                                                                           
       
                (dollars in millions, except per share data)



                                                                                  Operating                               Operating                          Income tax                                       Equity in                 Income from           Diluted EPS
                                                                        income                                income as a                        expense (e)                                      earnings of                continuing
                                                                                              percentage of                                                                                        equity                  operations
                                                                                               net revenues                                                                                        method                 attributable
                                                                                                                                                                                               investees, net              to Quest
                                                                                                                                                                                                  of taxes                Diagnostics

                                                                                                                                                                                                                                                        ---

                                
              As reported                                        $
              868                                                       15.0
                                                                                                                                                                      %                                                           $
              (175)         $
              48              $
     585 $
     4.27


                         Restructuring and integration
                                           charges (a)                                   64                                            1.1                                                                           (17)                                                 47       0.35


                                  
              Other (d)                                 (17)                                         (0.3)                                                                                                                             (17)    (0.11)


                       
              Amortization expense                                   72                                            1.2                                                                           (20)                            12                    64       0.46


                                        
              ETB                                                                                                                                                             (11)                                               (11)    (0.08)



                                
              As adjusted                                        $
              987                                                       17.0
                                                                                                                                                                      %                                                           $
              (223)         $
              60              $
     668 $
     4.89






     (a) For both the three and nine months
          ended September 30, 2020 and 2019,
          represents costs primarily
          associated with systems conversions
          and integration incurred in
          connection with further
          restructuring and integrating our
          business.  The following table
          summarizes the pre-tax impact of
          restructuring and integration
          charges on the company's
          consolidated statements of
          operations:



                                                              Three Months Ended                             Nine Months Ended
                                                September 30,                               September 30,



                                           2020                        2019                  2020                  2019



                                                           
              (dollars in millions)


     
     Cost of services                           $
              11                                    $
         7                   $
     21  $
     29


       Selling, general and administrative    7                                     9                               22             35


     
     Operating income                           $
              18                                   $
         16                   $
     43  $
     64




     (b) For both the three and nine months
                    ended September 30, 2020,
                    represents the impact of certain
                    items resulting from the COVID-19
                    pandemic.  For the three months
                    ended September 30, 2020,
                    principally includes the reversal
                    of $65 million of income previously
                    recognized during the second
                    quarter of 2020 attributable to the
                    receipt of funds from the
                    government that were appropriated
                    to healthcare providers under the
                    CARES Act and, to a lesser extent,
                    incremental costs incurred
                    primarily to protect the health and
                    safety of the company's employees
                    and customers.  For the nine months
                    ended September 30, 2020,
                    principally includes expense
                    associated with a one-time payment
                    to eligible employees to help
                    offset expenses they incurred as a
                    result of COVID-19, certain asset
                    impairment charges, and incremental
                    costs incurred primarily to protect
                    the health and safety of the
                    company's employees and customers.




                   The following table summarizes the
                    pre-tax impact of these COVID-19
                    items on the company's consolidated
                    statements of operations:



                                                            Three Months Ended                             Nine Months Ended
                                                September 30,                                September 30,



                                           2020                          2019                       2020               2019



                                                         
              (dollars in millions)


     
     Cost of services                            $
              3                           
              $                       $
      38  
      $


       Selling, general and administrative                                                                             8


       Other operating expense (income),
        net                                  65                                                                         8



     
     Operating income                           $
              68                           
              $                       $
      54  
      $





       Equity in earnings of equity method
        investees, net of taxes                    $
              1                           
              $                      $
      (2) 
      $




       Net income attributable to
        noncontrolling interest                  $
              (1)                          
              $                        $
      2  
      $



     (c) For the three and nine months ended
          September 30, 2020, the pre-tax
          impact represents a gain of $70
          million recognized in other income,
          net based on the difference between
          the fair value and the carrying
          value of an equity interest.  On
          August 1, 2020, the company
          completed its acquisition of the
          remaining 56% interest in Mid
          America Clinical Laboratories, LLC
          ("MACL") from its joint venture
          partners. As a result of the
          transaction, the company remeasured
          its previously held minority
          interest in MACL to fair value and
          recognized a gain.




     (d) For the three months ended September
          30, 2019, the pre-tax impact
          primarily represents a gain
          associated with the decrease in the
          fair value of the contingent
          consideration accrual associated
          with a previous acquisition,
          partially offset by costs incurred
          related to a data security
          incident.  For the nine months
          ended September 30, 2019, the pre-
          tax impact primarily represents a
          gain associated with an insurance
          claim for hurricane related losses,
          and a gain associated with the
          decrease in the fair value of the
          contingent consideration accruals
          associated with previous
          acquisitions, partially offset by
          non-cash asset impairment charges,
          and costs incurred related to a
          data security incident.




         The following table summarizes the
          pre-tax impact of these other
          items on the company's consolidated
          statements of operations:



                                                               Three Months Ended                                Nine Months Ended
                                               September 30,                                September 30,



                                                2020                       2019                      2020                    2019



                                                             
             (dollars in millions)


     
     Selling, general and administrative   
         $                                                        $
       4                  
      $         $
         5


     
     Other operating expense (income), net                                           (7)                                               (22)



     
     Operating income                      
         $                                                      $
       (3)                 
      $       $
        (17)




     (e) For restructuring and integration
          charges, COVID-19 impacts, other
          items and amortization expense,
          income tax impacts, where recorded,
          were primarily calculated using
          combined statutory income tax rates
          of 25.5% for both 2020 and 2019.  For
          the gain on remeasurement of equity
          interest, income tax expense was
          calculated based on an effective
          income tax rate on the transaction of
          11.8%, which is lower than the
          statutory income tax rate due to a
          permanent difference in the financial
          reporting and tax basis of goodwill.
          For the gain associated with an
          insurance claim for hurricane related
          losses in 2019, there was no net
          income tax expense as the company was
          able to utilize net operating loss
          carryforwards for which a valuation
          allowance had previously been
          established.  For the gain in 2019
          associated with the decrease in the
          fair value of the contingent
          consideration accruals associated
          with previous acquisitions, there was
          no net income tax expense related to
          acquisitions in which the gain is
          non-taxable.



               3)               Discontinued operations, net of
                                 taxes, for the nine months ended
                                 September 30, 2019 includes
                                 discrete tax benefits of $20
                                 million associated with the
                                 favorable resolution of certain tax
                                 contingencies related to Nichols
                                 Institute Diagnostics, a test kit
                                 manufacturing subsidiary whose
                                 operations were discontinued in
                                 2006.




               4)               For the three months ended September
                                 30, 2020, the company did not
                                 repurchase any shares of its common
                                 stock.  For the nine months ended
                                 September 30, 2020, the company
                                 repurchased 0.7 million shares of
                                 its common stock for $75 million.
                                 As of September 30, 2020, $1.2
                                 billion remained available under
                                 the company's share repurchase
                                 authorizations; however the company
                                 has temporarily suspended
                                 additional share repurchases under
                                 the existing authorization.




               5)               For the nine months ended September
                                 30, 2020, net cash provided by
                                 operating activities includes $138
                                 million that the company received
                                 from the funds that were
                                 appropriated to healthcare
                                 providers under the CARES Act,
                                 which is included in accounts
                                 payable and accrued expenses.  The
                                 company has determined that it will
                                 return the CARES Act funds.




               6)               The outlook for adjusted diluted EPS
                                 represents management's estimates
                                 for the full year 2020 before the
                                 impact of special items. Further
                                 impacts to earnings related to
                                 special items may occur throughout
                                 2020.  Additionally, the amount of
                                 ETB is dependent upon employee
                                 stock option exercises and the
                                 company's stock price, which are
                                 difficult to predict. The outlook
                                 for diluted EPS and adjusted
                                 diluted EPS is subject to the risks
                                 and uncertainties described under
                                 "Forward Looking Statements".  The
                                 following table reconciles our 2020
                                 outlook for adjusted diluted EPS to
                                 the corresponding amounts
                                 determined under GAAP:



                                                Low         High



     
     Diluted EPS                                  $
     8.22               $
      9.22


       Restructuring and integration charges
        (a)                                    0.39                 0.39


     
     COVID-19 impact                         0.29                 0.29


       Gain on remeasurement of equity
        interest                             (0.46)              (0.46)


     
     Amortization expense (b)                0.63                 0.63


       Initiative to reduce health
        disparities in underserved
        communities (c)                        0.05                 0.05


     
     ETB                                   (0.12)              (0.12)



     
     Adjusted diluted EPS                         $
     9.00              $
      10.00




     (a) Represents estimated full year
          pre-tax charges of $71 million
          primarily associated with
          systems conversions and
          integration costs incurred in
          connection with further
          restructuring and integrating
          our business.  Income tax
          benefits were calculated using
          a combined statutory income tax
          rate of 25.5%.




     (b) Represents the estimated impact
          of amortization expense for
          2020 on the calculation of
          adjusted diluted EPS.
          Amortization expense used in
          the calculation is as follows
          (dollars in millions):



      Amortization of intangible assets    $
     103


      Amortization expense included in
       equity in earnings of equity
       method investees, net of taxes   11



      Total pre-tax amortization
       expense                             $
     114





     Total amortization expense, net of
       an estimated tax benefit using a
          combined statutory income tax
                          rate of 25.5%    $
     85




     (c) Represents estimated full year
          pre-tax charges of $10 million
          associated with the company's
          recently announced initiative
          with the Quest Diagnostics
          Foundation to reduce health
          disparities in underserved
          communities including through a
          combination of donated testing
          services, education programs,
          partnerships, and financial
          support.  Income tax benefits
          were calculated using a
          combined statutory income tax
          rate of 25.5%.

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SOURCE Quest Diagnostics