10-Q 1 a40252.htm QUEST DIAGNOSTICS INCORPORATED

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2005
Commission file number 001-12215

Quest Diagnostics Incorporated

1290 Wall Street West
Lyndhurst, NJ 07071
(201) 393-5000

Delaware
(State of Incorporation)

16-1387862
(I.R.S. Employer Identification Number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o

As of July 26, 2005 there were 202,988,456 outstanding shares of the registrant’s common stock, $.01 par value.

PART I - FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements

	Index to consolidated financial statements filed as part of this report:

	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2005 and 2004	2

	Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	23

Item 4.	Controls and Procedures

	Controls and Procedures	23

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(in thousands, except per share data)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,

	2005			2004			2005			2004

Net revenues	$	1,377,529		$	1,297,674		$	2,697,014		$	2,553,416

Operating costs and expenses:
Cost of services		798,678			747,577			1,578,760			1,484,858
Selling, general and administrative		315,674			307,402			624,022			614,947
Amortization of intangible assets		933			2,058			1,864			4,122
Other operating expense, net		1,091			10,618			1,302			10,591

Total operating costs and expenses		1,116,376			1,067,655			2,205,948			2,114,518

Operating income		261,153			230,019			491,066			438,898

Other income (expense):
Interest expense, net		(12,640	)		(16,346	)		(25,423	)		(30,990	)
Minority share of income		(5,072	)		(5,019	)		(10,085	)		(9,473	)
Equity earnings in unconsolidated joint ventures		6,440			5,397			13,654			9,954
Other income (expense), net		(544	)		(1,223	)		211			(24	)

Total non-operating expenses, net		(11,816	)		(17,191	)		(21,643	)		(30,533	)

Income before taxes		249,337			212,828			469,423			408,365
Income tax expense		100,248			85,999			188,723			165,387

Net income	$	149,089		$	126,829		$	280,700		$	242,978


Earnings per common share:
Basic	$	0.74		$	0.62		$	1.39		$	1.18
Diluted	$	0.72		$	0.59		$	1.36		$	1.13

Weighted average common shares outstanding:
Basic		202,597			206,017			202,158			206,151
Diluted		206,554			216,508			206,348			216,853

Dividends per common share	$	0.09		$	0.075		$	0.18		$	0.15

The accompanying notes are an integral part of these statements.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005 AND DECEMBER 31, 2004
(in thousands, except per share data)
(unaudited)

	June 30, 2005			December 31, 2004

Assets
Current assets:
Cash and cash equivalents	$	204,107		$	73,302
Accounts receivable, net of allowance for doubtful accounts of $215,492 and $202,857 at June 30, 2005 and December 31, 2004, respectively		693,378			649,281
Inventories		76,264			75,327
Deferred income taxes		104,217			83,030
Prepaid expenses and other current assets		66,618			50,140

Total current assets		1,144,584			931,080
Property, plant and equipment, net		658,972			619,485
Goodwill, net		2,524,596			2,506,950
Intangible assets, net		10,546			11,462
Deferred income taxes		24,276			29,374
Other assets		144,630			105,437

Total assets	$	4,507,604		$	4,203,788

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	710,081		$	668,987
Short-term borrowings and current portion of long-term debt		230,086			374,801

Total current liabilities		940,167			1,043,788
Long-term debt		624,150			724,021
Other liabilities		162,952			147,328
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01 per share; 300,000 shares authorized; 213,647 and 213,567 shares issued at June 30, 2005 and December 31, 2004, respectively		2,136			1,068
Additional paid-in capital		2,187,299			2,195,346
Retained earnings		1,062,957			818,734
Unearned compensation		(3,149	)		(11	)
Accumulated other comprehensive income		684			3,866
Treasury stock, at cost; 10,815 and 17,347 shares at June 30, 2005 and December 31, 2004, respectively		(469,592	)		(730,352	)

Total stockholders’ equity		2,780,335			2,288,651

Total liabilities and stockholders’ equity	$	4,507,604		$	4,203,788

The accompanying notes are an integral part of these statements.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(in thousands)
(unaudited)

	Six Months Ended June 30,
	2005			2004

Cash flows from operating activities:
Net income	$	280,700		$	242,978
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		85,531			83,917
Provision for doubtful accounts		119,266			112,338
Deferred income tax provision (benefit)		(10,439	)		9,748
Minority share of income		10,085			9,473
Stock compensation expense		790			965
Tax benefits associated with stock-based compensation plans		19,920			39,983
Other, net		(1,135	)		2,592
Changes in operating assets and liabilities:
Accounts receivable		(163,363	)		(180,861	)
Accounts payable and accrued expenses		14,688			(461	)
Integration, settlement and other special charges		(1,105	)		(16,341	)
Income taxes payable		30,248			4,920
Other assets and liabilities, net		(14,677	)		8,873

Net cash provided by operating activities		370,509			318,124

Cash flows from investing activities:
Capital expenditures		(123,870	)		(90,847	)
Business acquisition, net of cash acquired		(19,323	)		—
Increase in investments and other assets		(23,698	)		(2,876	)
Proceeds from disposition of assets		34			4,741

Net cash used in investing activities		(166,857	)		(88,982	)

Cash flows from financing activities:
Proceeds from borrowings		99,999			304,921
Repayments of debt		(100,465	)		(305,637	)
Purchases of treasury stock		(91,988	)		(271,103	)
Exercise of stock options		64,163			66,839
Dividends paid		(33,228	)		(30,943	)
Distributions to minority partners		(11,328	)		(8,314	)
Financing costs paid		—			(2,061	)

Net cash used in financing activities		(72,847	)		(246,298	)

Net change in cash and cash equivalents		130,805			(17,156	)

Cash and cash equivalents, beginning of period		73,302			154,958

Cash and cash equivalents, end of period	$	204,107		$	137,802

The accompanying notes are an integral part of these statements.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise indicated)
(unaudited)

1.	BASIS OF PRESENTATION

	Background

Quest Diagnostics Incorporated and its subsidiaries (“Quest Diagnostics” or the “Company”) is the largest clinical laboratory testing business in the United States. As the nation’s leading provider of diagnostic testing and services for the healthcare industry, Quest Diagnostics offers a broad range of clinical laboratory testing services to patients, physicians, hospitals, healthcare insurers, employers, governmental institutions and other commercial clinical laboratories. Quest Diagnostics is the leading provider of esoteric testing, including gene-based testing, and testing for drugs of abuse. The Company is also a leading provider of anatomic pathology services and testing to support clinical trials of new pharmaceuticals worldwide. Through the Company’s national network of laboratories and patient service centers, and its esoteric testing laboratories and development facilities, Quest Diagnostics offers comprehensive and innovative diagnostic testing, information and services used by physicians and other healthcare professionals to make decisions to improve health.

On an annual basis, Quest Diagnostics processes approximately 140 million requisitions for testing through its extensive network of laboratories and patient service centers in virtually every major metropolitan area throughout the United States.

Basis of Presentation

The interim consolidated financial statements reflect all adjustments, which in the opinion of management are necessary for a fair statement of financial condition and results of operations for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. The interim consolidated financial statements have been compiled without audit. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2004 Annual Report on Form 10-K.

Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income, adjusted for the after-tax impact of the interest expense associated with the Company’s 1¾% contingent convertible debentures due 2021 (the “Debentures”), by the weighted average common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of the Debentures, and outstanding stock options and restricted common shares granted under the Company’s Employee Equity Participation Program.

On June 20, 2005, the Company effected a two-for-one stock split through the issuance of a stock dividend of one new share of common stock for each share of common stock held by stockholders of record on June 6, 2005. References to the number of common shares and per common share amounts in the accompanying consolidated balance sheets and consolidated statements of operations, including earnings per common share calculations and related disclosures, have been restated to give retroactive effect to the stock split for all periods presented.

In September 2004, the Emerging Issues Task Force reached a final consensus on Issue 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”, (“Issue 04-8”), effective December 31, 2004. Pursuant to Issue 04-8, the Company included the dilutive effect of its Debentures in its dilutive earnings per common share calculations using the if-converted method, regardless of whether or not the holders of these securities were permitted to exercise their conversion rights, and retroactively restated previously reported diluted earnings per common share. The Debentures were called for redemption by the Company in December 2004, and redeemed as of January 18, 2005. See Note 3 for a further discussion of the Debentures. References to previously reported diluted weighted average common shares outstanding and diluted earnings per common share amounts in the accompanying consolidated statements of operations and related disclosures, have been restated to give retroactive effect of the required change in accounting for all periods presented.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

The computation of basic and diluted earnings per common share (using the if-converted method) was as follows (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,

	2005		2004		2005		2004

Net income available to common stockholders – basic	$	149,089	$	126,829	$	280,700	$	242,978
Add: Interest expense associated with the Debentures, net of related tax effects		—		831		82		1,662

Net income available to common stockholders – diluted	$	149,089	$	127,660	$	280,782	$	244,640


Weighted average common shares outstanding – basic		202,597		206,017		202,158		206,151

Effect of dilutive securities:
Stock options and restricted common stock		3,957		4,777		3,884		4,988
Debentures		—		5,714		306		5,714

Weighted average common shares outstanding – diluted		206,554		216,508		206,348		216,853


Basic earnings per common share	$	0.74	$	0.62	$	1.39	$	1.18


Diluted earnings per common share	$	0.72	$	0.59	$	1.36	$	1.13

Stock-Based Compensation

The Company has chosen to adopt the disclosure only provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure - an amendment of FASB Statement No. 123” (“SFAS 148”), and continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations. Under this approach, the cost of restricted stock awards is expensed over their vesting period, while the imputed cost of stock option grants and discounts offered under the Company’s Employee Stock Purchase Plan (“ESPP”) is disclosed, based on the vesting provisions of the individual grants, but not charged to expense. Stock-based compensation expense recorded in accordance with APB 25, related to restricted stock awards, was $0.6 million and $0.5 million for the three months ended June 30, 2005 and 2004, respectively, and $0.8 million and $1.0 million for the six months ended June 30, 2005 and 2004, respectively.

The following table presents net income and basic and diluted earnings per common share, had the Company elected to recognize compensation cost based on the fair value at the grant dates for stock option awards and discounts granted for stock purchases under the Company’s ESPP, consistent with the method prescribed by SFAS 123, as amended by SFAS 148 (in thousands, except per share data):

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,

	2005			2004			2005			2004

Net income:
Net income, as reported	$	149,089		$	126,829		$	280,700		$	242,978
Add: Stock-based compensation under APB 25		600			417			790			965
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects		(8,596	)		(10,796	)		(19,189	)		(21,760	)

Pro forma net income	$	141,093		$	116,450		$	262,301		$	222,183

Earnings per common share:
Basic – as reported	$	0.74		$	0.62		$	1.39		$	1.18

Basic – pro forma	$	0.70		$	0.57		$	1.30		$	1.08

Diluted – as reported	$	0.72		$	0.59		$	1.36		$	1.13

Diluted – pro forma	$	0.68		$	0.54		$	1.27		$	1.03

The fair value of each stock option award granted prior to January 1, 2005 was estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of each stock option award granted subsequent to January 1, 2005 was estimated on the date of grant using a lattice-based option-valuation model. Management believes a lattice-based option-valuation model provides a more accurate measure of fair value. The expected volatility in connection with the Black-Scholes option-pricing model was based on the historical volatility of the Company’s stock, while the expected volatility under the lattice-based option-valuation model was based on the current and the historical implied volatilities from traded options of the Company’s stock. The weighted average assumptions used in valuing options granted in the periods presented are noted in the following table:

	Three Months Ended June 30,						Six Months Ended June 30,

	2005			2004			2005			2004

Dividend yield		0.7	%		0.7	%		0.7	%		0.7	%
Risk-free interest rate		4.0	%		3.7	%		4.0	%		3.1	%
Expected volatility		22.4	%		47.1	%		23.0	%		47.2	%
Expected holding period, in years		6			5			6			5

New Accounting Standards

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123, revised 2004, “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires that companies recognize compensation cost relating to share-based payment transactions based on the fair value of the equity or liability instruments issued. SFAS 123R is effective for annual periods beginning after June 15, 2005. The Company expects to adopt SFAS 123R effective January 1, 2006 using the modified prospective approach. Under this approach, awards that are granted, modified or settled after January 1, 2006 will be measured and accounted for in accordance with SFAS 123R. Unvested awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with SFAS 123 except that compensation costs will be recognized in the Company’s results of operations. The Company has not completely finalized what changes will be made to its equity compensation plans in light of the accounting change, and therefore is not yet in a position to quantify its impact.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”), which replaces APB No. 20 “Accounting Changes”, and SFAS No. 3 “Reporting Accounting Changes in Interim Financial Statements”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle, and applies to all voluntary changes in accounting principles, as well as changes required by an accounting pronouncement in the unusual instance it does not include specific transition provisions. Specifically, SFAS 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for the Company beginning January 1, 2006.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

2.	GOODWILL AND INTANGIBLE ASSETS

Goodwill at June 30, 2005 and December 31, 2004 consisted of the following:

	June 30, 2005			December 31, 2004

Goodwill	$	2,712,649		$	2,695,003
Less: accumulated amortization		(188,053	)		(188,053	)

Goodwill, net	$	2,524,596		$	2,506,950

The changes in the gross carrying amount of goodwill for the six-month period ended June 30, 2005 and for the year ended December 31, 2004 are as follows:

	June 30, 2005		December 31, 2004

Balance at beginning of period	$	2,695,003	$	2,706,928
Goodwill acquired during the period		17,646		—
Other		—		(11,925	)

Balance at end of period	$	2,712,649	$	2,695,003

During the six months ended June 30, 2005, the Company completed an acquisition of a small regional laboratory for $19 million in cash.

For the year ended December 31, 2004, the reduction in goodwill was primarily related to an increase in pre-acquisition tax net operating losses and credit carryforwards associated with businesses acquired.

Intangible assets at June 30, 2005 and December 31, 2004 consisted of the following:

			June 30, 2005							December 31, 2004

	Weighted Average Amortization Period		Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net

Non-compete agreements		5 years	$	45,692	$	(43,301	)	$	2,391	$	44,942	$	(42,348	)	$	2,594
Customer lists		15 years		42,423		(37,729	)		4,694		42,225		(37,197	)		5,028
Other		6 years		6,850		(3,389	)		3,461		6,850		(3,010	)		3,840

Total		10 years	$	94,965	$	(84,419	)	$	10,546	$	94,017	$	(82,555	)	$	11,462

Amortization expense related to intangible assets was $933 and $2,058 for the three months ended June 30, 2005 and 2004, respectively. For the six months ended June 30, 2005 and 2004, amortization expense related to intangible assets was $1,864 and $4,122, respectively.

The estimated amortization expense related to intangible assets for each of the five succeeding fiscal years and thereafter as of June 30, 2005 is as follows:

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Fiscal Year Ending December 31,

Remainder of 2005	$	1,718
2006		2,712
2007		1,321
2008		1,127
2009		1,028
2010		784
Thereafter		1,856

Total	$	10,546

DEBT

Short-term borrowings and current portion of long-term debt at June 30, 2005 and December 31, 2004 consisted of the following:

	June 30, 2005		December 31, 2004

Borrowings under $300 million Secured Receivables Credit Facility	$	229,920	$	129,921
Debentures called for redemption in December 2004		—		244,660
Current portion of long-term debt		166		220

Total short-term borrowings and current portion of long-term debt	$	230,086	$	374,801

Long-term debt at June 30, 2005 and December 31, 2004 consisted of the following:

	June 30, 2005		December 31, 2004

Term loan due December 2008	$	75,000	$	75,000
Borrowings under $500 million Credit Facility		—		100,000
6¾% senior notes due July 2006		274,687		274,531
7½% senior notes due July 2011		274,337		274,281
Other		292		429

Total		624,316		724,241
Less: current portion		166		220

Total long-term debt	$	624,150	$	724,021

In December 2004, the Company called for redemption all of its outstanding Debentures. Under the terms of the Debentures, the holders of the Debentures had an option to submit their Debentures for redemption at par plus accrued and unpaid interest or convert their Debentures into shares of the Company’s common stock at a conversion price of $43.75 per share. Through December 31, 2004, $3.2 million of principal of the Debentures were converted into less than 0.1 million shares of the Company’s common stock. The outstanding principal of the Debentures at December 31, 2004 was classified as a current liability within short-term borrowings and current portion of long-term debt on the Company’s consolidated balance sheet. As of January 18, 2005, the redemption was completed and $0.4 million of principal was redeemed for cash and $249.6 million of principal was converted into approximately 5.7 million shares of the Company’s common stock.

On January 31, 2005, the Company repaid $100 million of principal outstanding under its $500 million senior unsecured revolving credit facility (the “Credit Facility”) with $100 million of borrowings under its $300 million receivables securitization facility (the “Secured Receivables Credit Facility”).

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

4.	COMMITMENTS AND CONTINGENCIES

The Company has standby letters of credit issued under its $75 million letter of credit lines to ensure its performance or payment to third parties, which amounted to $72 million at June 30, 2005. The letters of credit, which are renewed annually, primarily represent collateral for current and future automobile liability and workers’ compensation loss payments.

The Company has entered into several settlement agreements with various government and private payers during recent years relating to industry-wide billing and marketing practices that had been substantially discontinued by the mid-1990s. The Company is aware of certain pending lawsuits related to billing practices filed under the qui tam provisions of the civil False Claims Act and other federal and state statutes. Some of the proceedings against the Company involve claims that are substantial in amount.

During the second quarter of 2005, the Company received a subpoena from the United States Attorney’s office for the District of New Jersey. The subpoena seeks the production of business and financial records regarding capitation and risk sharing arrangements with government and private payers for the years 1993 through 1999.

During the fourth quarter of 2004, the Company and its test kit manufacturing subsidiary, NID, each received a subpoena from the United States Attorney’s office for the Eastern District of New York. The subpoenas seek the production of various business records, including documents related to parathyroid hormone testing and parathyroid hormone test kits manufactured by NID. NID is currently undergoing an inspection by the U.S. Food and Drug Administration (“FDA”). As a result of such inspection, it is likely that the FDA will give notice to NID that it is not in compliance with applicable regulatory requirements. Noncompliance with FDA regulatory requirements or failure to take adequate and timely corrective action on the part of NID, could lead to regulatory or enforcement action by the FDA against NID, including, but not limited to, a warning letter, injunction, suspension of production and/or distribution, seizure or recall of products, fines or penalties, denial of premarket clearance, recommendation against award of government contracts, and criminal prosecution. NID is fully cooperating with the FDA.

In addition, the Company is involved in various legal proceedings arising in the ordinary course of business. Some of the proceedings against the Company involve claims that are substantial in amount.

Although management believes that reserves for the matters discussed above are adequate, it is possible that the final resolution of these matters could be material to the Company’s results of operations or cash flows in the period in which such matters are settled. The Company does not believe that these issues will have a material adverse effect on its overall financial condition. However, the Company understands that there may be pending qui tam claims brought by former employees or other “whistle blowers”, or other pending claims as to which the Company has not been provided with a copy of the complaint and accordingly cannot determine the extent of any potential liability.

As a general matter, providers of clinical laboratory testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company’s client base and reputation. The Company maintains various liability insurance coverage for claims that could result from providing or failing to provide clinical laboratory testing services, including inaccurate testing results and other exposures. The Company’s insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims. The basis for claims reserves considers actuarially determined losses based upon the Company’s historical and projected loss experience. Management believes that present insurance coverage and reserves are sufficient to cover currently estimated exposures. management cannot predict the outcome of any claims made against the Company, management does not anticipate that the ultimate outcome of any such proceedings or claims will have a material adverse effect on the Company’s financial

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

position but may be material to the Company’s results of operations or cash flows in the period in which such claims are resolved.

5.	STOCKHOLDERS’ EQUITY

Changes in stockholders’ equity for the six months ended June 30, 2005 were as follows:

	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital			Retained Earnings			Unearned Compensation			Accumulated Other Compre- hensive Income			Treasury Stock, at Cost			Compre- hensive Income

*Balance, December 31, 2004*		196,220		$	1,068	$	2,195,346		$	818,734		$	(11	)	$	3,866		$	(730,352	)
Net income										280,700											$	280,700
Other comprehensive loss																(3,182	)					(3,182	)

Comprehensive income																					$	277,518

Adjustment for 2-for-1 stock split					1,068		(1,068	)
Dividends declared										(36,477	)
Issuance of common stock under benefit plans		288					3,237						(3,928	)					8,808
Exercise of stock options		2,508					(42,641	)											106,804
Shares to cover employee payroll tax withholdings on stock issued under benefit plans							(5	)
Conversion of contingent convertible debentures		5,632					12,510												237,136
Tax benefits associated with stock-based compensation plans							19,920
Amortization of unearned compensation													790
Purchases of treasury stock		(1,816	)																(91,988	)

*Balance, June 30, 2005*		202,832		$	2,136	$	2,187,299		$	1,062,957		$	(3,149	)	$	684		$	(469,592	)

For the three months ended June 30, 2005, the Company repurchased approximately 0.6 million shares of its common stock at an average price of $53.03 per share for $30 million. For the six months ended June 30, 2005, the Company repurchased approximately 1.8 million shares of its common stock at an average price of $50.64 per share for $92 million. For the three and six months ended June 30, 2005, the Company reissued approximately 1.2 million and 2.7 million shares, respectively, for employee benefit plans. For the six months ended June 30, 2005, the Company has reissued approximately 5.6 million shares in connection with the conversion of its Debentures. Through June 30, 2005, the Company has repurchased approximately 26.5 million shares of its common stock at an average price of $40.98 for $1.1 billion. At June 30, 2005, $420 million of the share repurchase authorization remained available.

During each of the first and second quarters of 2005, the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per common share payable on April 20, 2005 to shareholders of record on April 6, 2005 and July 22, 2005 to shareholders of record on July 8, 2005, respectively. The quarterly dividends were paid on April 20, 2005 and July 22, 2005 and totaled approximately $18.2 million each quarter.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Changes in stockholders’ equity for the six months ended June 30, 2004 were as follows:

	Shares of Common Stock Outstanding			Common Stock			Additional Paid-In Capital			Retained Earnings			Unearned Compensation			Accumulated Other Compre- hensive Income			Treasury Stock, at Cost			Compre- hensive Income

*Balance, December 31, 2003*		205,627		$	1,068		$	2,267,014		$	380,559		$	(2,346	)	$	5,947		$	(257,548	)
Net income											242,978											$	242,978
Other comprehensive loss																	(4,938	)					(4,938	)

Comprehensive income																						$	238,040

Dividends declared											(30,829	)
Issuance of common stock under benefit plans		188			1			1,777						962						4,310
Exercise of stock options		4,163						(70,757	)											137,596
Shares to cover employee payroll tax withholdings on stock issued under benefit plans		(152	)		(1	)		(6,265	)
Tax benefits associated with stock-based compensation plans								39,983
Amortization of unearned compensation														965
Purchases of treasury stock		(6,397	)																	(271,103	)

*Balance, June 30, 2004*		203,429		$	1,068		$	2,231,752		$	592,708		$	(419	)	$	1,009		$	(386,745	)

For the three months ended June 30, 2004, the Company purchased 5.3 million shares of its common stock at an average price of $42.67 per share for $226 million and reissued 2.0 million shares in connection with employee benefit plans. For the six months ended June 30, 2004, the Company purchased 6.4 million shares of its common stock at an average price of $42.38 per share for $271 million and reissued 4.2 million shares in connection with employee benefit plans.

6.	SUPPLEMENTAL CASH FLOW & OTHER DATA

	Three Months Ended June 30,						Six Months Ended June 30,

	2005			2004			2005			2004

Depreciation expense	$	42,071		$	40,789		$	83,667		$	79,795

Interest expense		(13,359	)		(16,768	)		(26,376	)		(31,818	)
Interest income		719			422			953			828

Interest expense, net		(12,640	)		(16,346	)		(25,423	)		(30,990	)

Interest paid		2,974			4,012			24,975			25,915
Income taxes paid		142,581			108,820			148,977			112,391

Non-cash financing activities:
Conversion of Debentures	$	—		$	—		$	244,338		$	—

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

7.	SUMMARIZED FINANCIAL INFORMATION

The Company’s 6¾% senior notes due 2006, 7½% senior notes due 2011 and the Debentures are guaranteed by the Company’s wholly owned subsidiaries that operate clinical laboratories in the United States (the “Subsidiary Guarantors”). With the exception of Quest Diagnostics Receivables Incorporated (see paragraph below), the non-guarantor subsidiaries are primarily foreign subsidiaries and less than wholly owned subsidiaries. In January 2005, the Company completed its redemption of all of its outstanding Debentures (see Note 3 for further details).

In conjunction with the Company’s Secured Receivables Credit Facility, the Company maintains a wholly owned non-guarantor subsidiary, Quest Diagnostics Receivables Incorporated (“QDRI”). Through March 31, 2004, the Company and the Subsidiary Guarantors, with the exception of American Medical Laboratories, Incorporated (“AML”) and Unilab Corporation (“Unilab”), transferred all private domestic receivables (principally excluding receivables due from Medicare, Medicaid and other federal programs, and receivables due from customers of its joint ventures) to QDRI. Effective with the second quarter of 2004, the Company and Subsidiary Guarantors, including AML and Unilab, transfer all private domestic receivables to QDRI. QDRI utilizes the transferred receivables to collateralize the Company’s Secured Receivables Credit Facility. The Company and the Subsidiary Guarantors provide collection services to QDRI. QDRI uses cash collections principally to purchase new receivables from the Company and the Subsidiary Guarantors.

The following condensed consolidating financial data illustrates the composition of the combined guarantors. Investments in subsidiaries are accounted for by the parent using the equity method for purposes of the supplemental consolidating presentation. Earnings (losses) of subsidiaries are therefore reflected in the parent’s investment accounts and earnings. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions.

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Net revenues	$	224,352		$	1,086,547		$	132,474		$	(65,844	)	$	1,377,529

Operating costs and expenses:
Cost of services		122,143			630,079			46,456			—			798,678
Selling, general and administrative		24,495			227,745			68,702			(5,268	)		315,674
Amortization of intangible assets		457			467			9			—			933
Royalty (income) expense		(89,446	)		89,446			—			—			—
Other operating expense (income), net		1,088			(2	)		5			—			1,091

Total operating costs and expenses		58,737			947,735			115,172			(5,268	)		1,116,376

Operating income		165,615			138,812			17,302			(60,576	)		261,153
Non-operating expenses, net		(15,519	)		(56,084	)		(789	)		60,576			(11,816	)

Income before taxes		150,096			82,728			16,513			—			249,337
Income tax expense		60,324			33,091			6,833			—			100,248

Income before equity earnings		89,772			49,637			9,680			—			149,089
Equity earnings from subsidiaries		59,317			—			—			(59,317	)		—

Net income	$	149,089		$	49,637		$	9,680		$	(59,317	)	$	149,089

Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2004

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Net revenues	$	209,548		$	1,021,661		$	133,259		$	(66,794	)	$	1,297,674

Operating costs and expenses:
Cost of services		115,462			586,962			45,153			—			747,577
Selling, general and administrative		27,528			220,894			63,927			(4,947	)		307,402
Amortization of intangible assets		503			1,546			9			—			2,058
Royalty (income) expense		(82,968	)		82,968			—			—			—
Other operating expense (income), net		10,622			3			(7	)		—			10,618

Total operating costs and expenses		71,147			892,373			109,082			(4,947	)		1,067,655

Operating income		138,401			129,288			24,177			(61,847	)		230,019
Non-operating expenses, net		(20,832	)		(57,301	)		(905	)		61,847			(17,191	)

Income before taxes		117,569			71,987			23,272			—			212,828
Income tax expense		47,280			28,795			9,924			—			85,999

Income before equity earnings		70,289			43,192			13,348			—			126,829
Equity earnings from subsidiaries		56,540			—			—			(56,540	)		—

Net income	$	126,829		$	43,192		$	13,348		$	(56,540	)	$	126,829

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Net revenues	$	431,646		$	2,133,730		$	260,093		$	(128,455	)	$	2,697,014

Operating costs and expenses:
Cost of services		241,625			1,244,626			92,509			—			1,578,760
Selling, general and administrative		46,297			453,199			134,803			(10,277	)		624,022
Amortization of intangible assets		910			936			18			—			1,864
Royalty (income) expense		(175,231	)		175,231			—			—			—
Other operating expense, net		1,088			—			214			—			1,302

Total operating costs and expenses		114,689			1,873,992			227,544			(10,277	)		2,205,948

Operating income		316,957			259,738			32,549			(118,178	)		491,066
Non-operating expenses, net		(29,063	)		(110,661	)		(97	)		118,178			(21,643	)

Income before taxes		287,894			149,077			32,452			—			469,423
Income tax expense		115,474			59,630			13,619			—			188,723

Income before equity earnings		172,420			89,447			18,833			—			280,700
Equity earnings from subsidiaries		108,280			—			—			(108,280	)		—

Net income	$	280,700		$	89,447		$	18,833		$	(108,280	)	$	280,700

Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2004

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Net revenues	$	409,773		$	2,013,982		$	254,917		$	(125,256	)	$	2,553,416

Operating costs and expenses:
Cost of services		236,282			1,160,797			87,779			—			1,484,858
Selling, general and administrative		55,444			446,519			122,262			(9,278	)		614,947
Amortization of intangible assets		1,026			3,078			18			—			4,122
Royalty (income) expense		(163,967	)		163,967			—			—			—
Other operating expense, net		9,886			22			683			—			10,591

Total operating costs and expenses		138,671			1,774,383			210,742			(9,278	)		2,114,518

Operating income		271,102			239,599			44,175			(115,978	)		438,898
Non-operating expenses, net		(35,528	)		(109,020	)		(1,963	)		115,978			(30,533	)

Income before taxes		235,574			130,579			42,212			—			408,365
Income tax expense		96,985			52,232			16,170			—			165,387

Income before equity earnings		138,589			78,347			26,042			—			242,978
Equity earnings from subsidiaries		104,389			—			—			(104,389	)		—

Net income	$	242,978		$	78,347		$	26,042		$	(104,389	)	$	242,978

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Balance Sheet
June 30, 2005

	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated

Assets
Current assets:
Cash and cash equivalents	$	193,873	$	3,421		$	6,813		$	—		$	204,107
Accounts receivable, net		29,730		84,994			578,654			—			693,378
Other current assets		31,154		121,808			94,137			—			247,099

Total current assets		254,757		210,223			679,604			—			1,144,584
Property, plant and equipment, net		212,255		416,444			30,273			—			658,972
Goodwill and intangible assets, net		157,113		2,332,435			45,594			—			2,535,142
Intercompany receivable (payable)		376,416		(66,998	)		(309,418	)		—			—
Investment in subsidiaries		2,195,899		—			—			(2,195,899	)		—
Other assets		87,635		43,090			38,181			—			168,906

Total assets	$	3,284,075	$	2,935,194		$	484,234		$	(2,195,899	)	$	4,507,604

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	384,411	$	293,957		$	31,713		$	—		$	710,081
Short-term borrowings and current portion of long-term debt		—		166			229,920			—			230,086

Total current liabilities		384,411		294,123			261,633			—			940,167
Long-term debt		70,528		551,664			1,958			—			624,150
Other liabilities		48,801		89,936			24,215			—			162,952
Stockholders’ equity		2,780,335		1,999,471			196,428			(2,195,899	)		2,780,335

Total liabilities and stockholders’ equity	$	3,284,075	$	2,935,194		$	484,234		$	(2,195,899	)	$	4,507,604

Condensed Consolidating Balance Sheet
December 31, 2004

	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated

Assets
Current assets:
Cash and cash equivalents	$	56,424	$	6,058		$	10,820		$	—		$	73,302
Accounts receivable, net		22,365		75,359			551,557			—			649,281
Other current assets		12,032		109,100			87,365			—			208,497

Total current assets		90,821		190,517			649,742			—			931,080
Property, plant and equipment, net		213,416		379,952			26,117			—			619,485
Goodwill and intangible assets, net		158,021		2,315,015			45,376			—			2,518,412
Intercompany receivable (payable)		493,578		(124,047	)		(369,531	)		—			—
Investment in subsidiaries		2,109,612		—			—			(2,109,612	)		—
Other assets		49,031		49,100			36,680			—			134,811

Total assets	$	3,114,479	$	2,810,537		$	388,384		$	(2,109,612	)	$	4,203,788

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	368,363	$	268,420		$	32,204		$	—		$	668,987
Short-term borrowings and current portion of long-term debt		244,713		167			129,921			—			374,801

Total current liabilities		613,076		268,587			162,125			—			1,043,788
Long-term debt		170,293		551,771			1,957			—			724,021
Other liabilities		42,459		80,155			24,714			—			147,328
Stockholders’ equity		2,288,651		1,910,024			199,588			(2,109,612	)		2,288,651

Total liabilities and stockholders’ equity	$	3,114,479	$	2,810,537		$	388,384		$	(2,109,612	)	$	4,203,788

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Cash flows from operating activities:
Net income	$	280,700		$	89,447		$	18,833		$	(108,280	)	$	280,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,426			53,946			5,159			—			85,531
Provision for doubtful accounts		2,690			19,788			96,788			—			119,266
Other, net		(89,198	)		(1,883	)		2,022			108,280			19,221
Changes in operating assets and liabilities		21,573			(48,657	)		(107,125	)		—			(134,209	)

Net cash provided by operating activities		242,191			112,641			15,677			—			370,509
Net cash provided by (used in) investing activities		56,692			(101,450	)		(10,647	)		(111,452	)		(166,857	)
Net cash used in financing activities		(161,434	)		(13,828	)		(9,037	)		111,452			(72,847	)

Net change in cash and cash equivalents		137,449			(2,637	)		(4,007	)		—			130,805
Cash and cash equivalents, beginning of period		56,424			6,058			10,820			—			73,302

Cash and cash equivalents, end of period	$	193,873		$	3,421		$	6,813		$	—		$	204,107

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2004

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated

Cash flows from operating activities:
Net income	$	242,978		$	78,347		$	26,042		$	(104,389	)	$	242,978
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,519			50,474			4,924			—			83,917
Provision for doubtful accounts		2,409			25,143			84,786			—			112,338
Other, net		(29,288	)		(17,501	)		5,161			104,389			62,761
Changes in operating assets and liabilities		(4,162	)		24,705			(204,413	)		—			(183,870	)

Net cash provided by (used in) operating activities		240,456			161,168			(83,500	)		—			318,124
Net cash provided by (used in) investing activities		107,719			(52,066	)		(3,957	)		(140,678	)		(88,982	)
Net cash (used in) provided by financing activities		(366,761	)		(108,224	)		88,009			140,678			(246,298	)

Net change in cash and cash equivalents		(18,586	)		878			552			—			(17,156	)
Cash and cash equivalents, beginning of period		141,588			1,991			11,379			—			154,958

Cash and cash equivalents, end of period	$	123,002		$	2,869		$	11,931		$	—		$	137,802

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

While many operational aspects of our business are subject to complex federal, state and local regulations, the accounting for it is generally straightforward with net revenues primarily recognized upon completion of the testing process. Our revenues are primarily comprised of a high volume of relatively low dollar transactions, and about one-half of total operating costs and expenses consist of employee compensation and benefits. Due to the nature of our business, several of our accounting policies involve significant estimates and judgments. These accounting policies have been described in our 2004 Annual Report on Form 10-K.

Results of Operations

Three and Six Months Ended June 30, 2005 Compared with Three and Six Months Ended June 30, 2004

Net income for the three months ended June 30, 2005 increased to $149 million from $127 million for the prior year period. For the six months ended June 30, 2005, net income increased to $281 million from $243 million for the prior year period. The increases in earnings were primarily attributable to revenue growth, partially offset by investments in our operations. In addition, during the second quarter of 2004, $13.2 million in pre-tax charges were recorded which served to reduce our reported net income for both the three and six months ended June 30, 2004 by $7.9 million. Of the $13.2 million of charges incurred in the second quarter of 2004, $10.3 million related to the acceleration of certain pension obligations in connection with the succession of the Company’s prior CEO, and the remaining $2.9 million represented the write-off of deferred financing costs associated with the refinancing of our bank debt and credit facility.

Net Revenues

Net revenues for the three and six months ended June 30, 2005 grew by 6.2% and 5.6%, respectively, over the prior year levels. The increases in net revenues were driven by improvements in testing volumes, measured by the number of requisitions, and increases in average revenue per requisition in our clinical laboratory testing business. Revenues from our other businesses, which represent approximately 4% of our consolidated net revenues, approximated those of the prior year for both the quarter and the year-to-date period.

For the three and six months ended June 30, 2005, clinical testing volume increased 5.3% and 4.0%, respectively, compared to the prior year periods.

Average revenue per requisition improved 1.2% and 1.7% for the three and six months ended June 30, 2005, respectively, compared to the prior year periods. These improvements are primarily attributable to a continuing shift in test mix to higher value testing, including gene-based and esoteric testing, and increases in the number of tests ordered per requisition, partially offset by payer mix changes which served to reduce average revenue per requisition. Management continues to expect that average revenue per requisition will typically grow approximately 2% in a given year, with some fluctuations on a quarter-to-quarter basis.

Operating Costs and Expenses

Total operating costs and expenses for the three and six months ended June 30, 2005 increased $49 million and $91 million, respectively, from the prior year periods primarily due to increases in our clinical testing volume. The increased costs were primarily in the areas of employee compensation and benefits, and testing supplies. While our cost structure has been favorably impacted by efficiencies generated from our Six Sigma and standardization initiatives, we continue to make investments in sales, service, science, and information technology to further differentiate our Company.

Cost of services, which includes the costs of obtaining, transporting and testing specimens, was 58.0% of net revenues for the three months ended June 30, 2005, increasing from 57.6% of net revenues in the prior year period. For the six months ended June 30, 2005, cost of services, as a percentage of net revenues, increased to 58.5% from 58.2% in

the prior year period. These increases were primarily the result of increases related to testing supplies, initial installation costs associated with deploying our Internet-based orders and results systems in physicians’ offices, and an increase in the number of phlebotomists in our patient service centers to support an increasing percentage of our volume generated from these sites, partially offset by the increase in average revenue per requisition and efficiency gains resulting from our Six Sigma and standardization initiatives. At June 30, 2005, 44% of our orders and 69% of our test results were being transmitted via the Internet, both substantially greater than a year ago. The increased use of our Internet-based systems is improving the initial collection of billing information which is reducing the cost of billing and bad debt expense, both of which are components of selling, general and administrative expenses, and reducing the cost associated with specimen processing, which is included in cost of services.

Selling, general and administrative expenses, which include the costs of the sales force, billing operations, bad debt expense and general management and administrative support, was 22.9% of net revenues during the three months ended June 30, 2005, decreasing from 23.7% in the prior year period. For the six months ended June 30, 2005, selling, general and administrative expenses, as a percentage of net revenues, decreased to 23.1% from 24.1% in the prior year period. These improvements were primarily due to revenue growth, which has allowed us to leverage our expense base, as well as efficiencies from our Six Sigma and standardization initiatives. For the three and six months ended June 30, 2005, bad debt expense was 4.3% and 4.4% of net revenues, respectively, consistent with the prior year levels. We believe that our Six Sigma and standardization initiatives and the increased use of electronic ordering by our customers will provide additional opportunities to further improve our overall collection experience and cost structure.

Other operating expense, net represents miscellaneous income and expense items related to operating activities including gains and losses associated with the disposal of operating assets. For the three and six months ended June 30, 2004, other operating expense, net includes a $10.3 million charge associated with the acceleration of certain pension obligations in connection with the succession of the Company’s prior CEO.

Operating Income

Operating income for the three months ended June 30, 2005 improved to $261 million, or 19.0% of net revenues, from $230 million, or 17.7% of net revenues, in the prior year period. For the six months ended June 30, 2005, operating income improved to $491 million, or 18.2% of net revenues, from $439 million or 17.2% of net revenues, in the prior year period. Reflected in operating income and impacting cost of sales for both the three and six months ended June 30, 2005 is a charge of approximately $3 million, principally associated with a write-down of inventory and equipment, stemming from a voluntary product hold instituted at our test kit manufacturing subsidiary, NID. The increases in operating income for the three and six months ended June 30, 2005 were principally driven by revenue growth. Also contributing to the increases is a $10.3 million charge in the second quarter of 2004 related to the acceleration of certain pension obligations associated with the succession of the Company’s prior CEO, which reduced operating income, as a percentage of net revenues, by 0.8% and 0.4%, respectively, for the three and six months ended June 30, 2004. Partially offsetting these improvements were increased costs of services as a percentage of net revenues as a result of investments in our operations.

Other Income (Expense)

Interest expense, net for the three and six months ended June 30, 2005 decreased from the prior year periods primarily due to the redemption of our contingent convertible debentures in January 2005, as well as the 2004 refinancing of certain of our debt. Interest expense, net for both the three and six months ended June 30, 2004, included a $2.9 million charge representing the write-off of deferred financing costs associated with our 2004 refinancing. See Note 10 to the Consolidated Financial Statements contained in our 2004 Annual Report on Form 10-K for a further discussion of the redemption and the debt refinancing.

Other income, net represents miscellaneous income and expense items related to non-operating activities such as gains and losses associated with investments and other non-operating assets.

Impact of Contingent Convertible Debentures on Earnings per Common Share

Due to a required change in accounting effective December 31, 2004, we included the dilutive effect of our 1¾% contingent convertible debentures, or the Debentures, in our dilutive earnings per common share calculations using the if-converted method, regardless of whether or not the holders of these securities were permitted to exercise their conversion rights, and retroactively restated previously reported diluted earnings per common share. References to previously reported diluted weighted average common shares outstanding, including diluted earnings per common share calculations and related disclosures, have been restated to give effect to the required change in accounting for all periods presented. This change reduced previously reported diluted earnings per common share by approximately 2% for the three and six months ended June 30, 2004. The Debentures were redeemed, principally through a conversion into common shares, as of January 18, 2005. See Note 10 to the Consolidated Financial Statements contained in our 2004 Annual Report on Form 10-K and Note 3 to the interim consolidated financial statements for a further discussion of the Debentures.

Quantitative and Qualitative Disclosures About Market Risk

We address our exposure to market risks, principally the market risk of changes in interest rates, through a controlled program of risk management that may include the use of derivative financial instruments. We do not hold or issue derivative financial instruments for trading purposes. We do not believe that our foreign exchange exposure is material to our financial position or results of operations. See Note 2 to the Consolidated Financial Statements contained in our 2004 Annual Report on Form 10-K for additional discussion of our financial instruments and hedging activities.

At June 30, 2005 and December 31, 2004, the fair value of our debt was estimated at approximately $0.9 billion and $1.2 billion, respectively, using quoted market prices and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. At June 30, 2005 and December 31, 2004, the estimated fair value exceeded the carrying value of the debt by approximately $51 million and $84 million, respectively. An assumed 10% increase in interest rates (representing approximately 60 and 45 basis points at June 30, 2005 and December 31, 2004, respectively) would reduce the estimated fair value of our debt by approximately $8 million and $17 million at June 30, 2005 and December 31, 2004, respectively.

Borrowings under our senior unsecured revolving credit facility, our secured receivables credit facility and our term loan due December 2008 are subject to variable interest rates. Interest on the secured receivables credit facility is based on rates that are intended to approximate commercial paper rates for highly rated issuers. Interest rates on our senior unsecured revolving credit facility and term loan due December 2008 are subject to a pricing schedule that can fluctuate based on changes in our credit ratings. As such, our borrowing cost under these credit arrangements will be subject to both fluctuations in interest rates and changes in our credit ratings. As of June 30, 2005, our borrowing rates for our LIBOR-based loans ranged from LIBOR plus 0.55% to LIBOR plus 0.625%. At June 30, 2005, there was $230 million of borrowings outstanding under our $300 million secured receivables credit facility, $75 million outstanding under our term loan due December 2008 and no borrowings outstanding under our $500 million senior unsecured revolving credit facility. Based on our net exposure to interest rate changes, an assumed 10% change in interest rates on our variable rate indebtedness (representing approximately 33 basis points) would impact annual net interest expense by approximately $1.0 million, assuming no changes to the debt outstanding at June 30, 2005. See Note 3 to the interim consolidated financial statements for details regarding our debt outstanding.

Liquidity and Capital Resources

Cash and Cash Equivalents

Cash and cash equivalents at June 30, 2005 totaled $204 million, compared to $73 million at December 31, 2004. Cash flows from operating activities in 2005 were $371 million, which were used to fund investing and financing activities, which required cash of $167 million and $73 million, respectively. Cash and cash equivalents at June 30, 2004 totaled $138 million, compared to $155 million at December 31, 2003. Cash flows from operating activities in 2004 provided cash of $318 million, which were used to fund investing and financing activities of $89 million and $246 million, respectively.

Cash Flows From Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2005 was $371 million compared to $318 million in the prior year period. This increase was primarily due to improved operating performance, a smaller increase in net accounts receivable compared to the prior year, and the timing and net amount of various payments for taxes and other

liabilities. Days sales outstanding, a measure of billing and collection efficiency, was 45 days at June 30, 2005, compared to 47 days at December 31, 2004.

Cash Flows From Investing Activities

Net cash used in investing activities for the six months ended June 30, 2005 was $167 million, consisting primarily of capital expenditures of $124 million, equity investments of $24 million in companies which develop diagnostic tests, and an acquisition of a small regional laboratory for $19 million.

Net cash used in investing activities for the six months ended June 30, 2004 was $89 million, consisting primarily of capital expenditures.

Contributing the majority of the increase in capital expenditures is the construction of a new laboratory facility in California, into which we plan to consolidate certain of our operations in the Los Angeles area.

Cash Flows From Financing Activities

Net cash used in financing activities for the six months ended June 30, 2005 was $73 million, consisting primarily of purchases of treasury stock totaling $92 million and dividend payments of $33 million, partially offset by $64 million received from the exercise of stock options. In addition, we repaid the remaining $100 million of principal outstanding under our senior unsecured revolving credit facility with $100 million of borrowings under our secured receivables credit facility, which carries a slightly lower borrowing cost. The $92 million in treasury stock purchases represents 1.8 million shares of our common stock purchased at an average price of $50.64 per share.

Net cash used in financing activities for the six months ended June 30, 2004 was $246 million, consisting primarily of purchases of treasury stock totaling $271 million and $31 million in dividend payments, partially offset by $67 million received from the exercise of stock options. In addition, we repaid the remaining $305 million of principal outstanding under our term loan due June 2007 with $100 million of borrowings under our senior unsecured revolving credit facility, $130 million of borrowings under our secured receivables credit facility and $75 million of borrowings under our term loan due December 2008. The $271 million in treasury stock purchases represents 6.4 million shares of our common stock purchased at an average price of $42.38 per share, including 2.4 million shares purchased from GlaxoSmithKline in the second quarter of 2004.

Stock Split

On June 20, 2005, the Company effected a two-for-one stock split through the issuance of a stock dividend of one new share of common stock for each share of common stock held by stockholders of record on June 6, 2005. References to previously reported number of common shares and per common share amounts including earnings per common share calculations and related disclosures, have been restated to give retroactive effect to the stock split for all periods presented.

Dividend Policy

On January 27, 2005, our Board of Directors increased the quarterly cash dividend per common share to $0.09, payable to shareholders of record on April 6, 2005 and paid on April 20, 2005. A cash dividend of $0.09 per common share was also declared on May 10, 2005, payable to shareholders of record on July 8, 2005 and paid on July 22, 2005. We have paid a dividend each quarter since January 2004. We expect to fund future dividend payments with cash flows from operations, and do not expect the dividend to have a material impact on our ability to finance future growth.

Share Repurchase Plan

For the three months ended June 30, 2005, we repurchased 560 thousand shares of our common stock at an average price of $53.03 per share for $30 million. For the six months ended June 30, 2005, we repurchased 1.8 million shares of our common stock at an average price of $50.64 for $92 million under our share repurchase program. Through June 30, 2005, we have repurchased approximately 26 million shares of our common stock at an average price of $40.98 for $1.1 billion under our share repurchase program. At June 30, 2005, our remaining authorizations for share repurchases totaled $420 million.

Contractual Obligations and Commitments

A description of the terms of our indebtedness, related debt service requirements and our future payments under certain of our contractual obligations is contained in Note 10 to the Consolidated Financial Statements in our 2004 Annual Report on Form 10-K. A discussion and analysis regarding our minimum rental commitments under noncancelable operating leases and noncancelable commitments to purchase products or services at December 31, 2004 is contained in Note 14 to the Consolidated Financial Statements in our 2004 Annual Report on Form 10-K. See Note 4 to the interim consolidated financial statements for information regarding the status of our remaining contractual obligations and commitments as of June 30, 2005. See Note 3 to the interim consolidated financial statements for information regarding the components of our outstanding indebtedness.

Our credit agreements relating to our senior unsecured revolving credit facility and our term loan due December 2008 contain various covenants and conditions, including the maintenance of certain financial ratios, that could impact our ability to, among other things, incur additional indebtedness. We do not expect these covenants to adversely impact our ability to execute our growth strategy or conduct normal business operations.

Unconsolidated Joint Ventures

We have investments in unconsolidated joint ventures in Phoenix, Arizona; Indianapolis, Indiana; and Dayton, Ohio, which are accounted for under the equity method of accounting. We believe that our transactions with our joint ventures are conducted at arm’s length, reflecting current market conditions and pricing. Total net revenues of our unconsolidated joint ventures, on a combined basis, are less than 6% of our consolidated net revenues. Total assets associated with our unconsolidated joint ventures are less than 3% of our consolidated total assets. We have no material unconditional obligations or guarantees to, or in support of, our unconsolidated joint ventures and their operations.

Requirements and Capital Resources

We estimate that we will invest approximately $210 million to $230 million during 2005 for capital expenditures to support and expand our existing operations, principally related to investments in information technology, equipment, and facility upgrades.

We believe that cash from operations and our borrowing capacity under our credit facilities will provide sufficient financial flexibility to meet seasonal working capital requirements and to fund capital expenditures, debt service requirements, cash dividends on common shares, share repurchases and additional growth opportunities for the foreseeable future. Our investment grade credit ratings have had a favorable impact on our cost of and access to capital, and we believe that our strong financial performance should provide us with access to additional financing, if necessary, to fund growth opportunities that cannot be funded from existing sources.

Impact of New Accounting Standards

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 123, revised 2004, “Share-Based Payment” and in May 2005, issued SFAS No. 154, “Accounting Changes and Error Corrections”. The impact of these accounting standards are discussed in Note 1 to the interim consolidated financial statements.

Forward-Looking Statements

Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may”, “believe”, “will”, “expect”, “project”, “estimate”, “anticipate”, “plan” or “continue”. These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could significantly cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation.

We would like to take advantage of the “safe harbor” provisions of the Litigation Reform Act in connection with the forward-looking statements included in this document. The risks and other factors that could cause our actual financial results to differ materially from those projected, forecasted or estimated by us in forward-looking statements may include, but are not limited to, unanticipated expenditures, changing relationships with customers, payers, suppliers and strategic partners, competitive environment, changes in government regulations, conditions of the economy and other factors described in our 2004 Annual Report on Form 10-K and subsequent filings.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4.	Controls and Procedures

(a)	Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective.

(b)	During the second quarter of 2005, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 4 to the interim consolidated financial statements for information regarding the status of legal proceedings involving the Company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)

April 1, 2005 – April 30, 2005		—		$ —		—		$ 449,886
May 1, 2005 – May 31, 2005		176,600		$ 53.04		176,600		$ 440,519
June 1, 2005 – June 30, 2005		383,200		$ 53.03		383,200		$ 420,198
Total		559,800		$ 53.03		559,800		$ 420,198

In 2003, our Board of Directors authorized a share repurchase program, which permitted us to purchase up to $600 million of our common stock. In July 2004, our Board of Directors authorized us to purchase up to an additional $300 million of our common stock. Under a separate authorization from our Board of Directors, in December 2004 we repurchased 5.4 million shares of our common stock for approximately $254 million from GlaxoSmithKline plc. In January 2005, our Board of Directors expanded the share repurchase authorization by an additional $350 million.

Item 4.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on May 10, 2005. The matters voted on by the stockholders and the results of the vote were as follows:

(a)	The following individuals were elected as directors of the Company for terms expiring at the 2008 annual meeting of stockholders. The results of the vote were as follows:

	Votes Received		Votes Withheld

William F. Buehler		86,074,042		7,181,044
Rosanne Haggerty		91,524,314		1,730,772
Gary M. Pfeiffer		91,492,574		1,762,512
Dr. Daniel C. Stanzione		86,082,161		7,172,925

The following individuals continue as directors:

                    Dr. John C. Baldwin
                    James F. Flaherty III
                    William R. Grant
                    Dr. Surya N. Mohapatra
                    Dr. Gail R. Wilensky
                    John B. Ziegler

(b)	The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2005, was approved. The results of the vote were as follows:

Votes For	Votes Against		Abstentions

90,915,494		1,779,462		560,130

(c)	The proposal to approve the Amended and Restated Employee Long-Term Incentive Plan was approved. The results of the vote were as follows:

Votes For	Votes Against		Abstentions

63,929,628		20,639,904		740,163

(d)	The proposal to approve the Amended and Restated Director Long-Term Incentive Plan was approved. The results of the vote were as follows:

Votes For	Votes Against		Abstentions

63,573,856		20,922,244		782,097

Item 6.	Exhibits

	Exhibits:

	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

July 28, 2005
Quest Diagnostics Incorporated

By	/s/ Surya N. Mohapatra

	Surya N. Mohapatra, Ph.D.
	Chairman, President and
	Chief Executive Officer


By	/s/ Robert A. Hagemann

	Robert A. Hagemann
	Senior Vice President and
	Chief Financial Officer