Exhibit 99.2

LABONE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)

	September 30, 2005			December 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	15,302		$	24,070
Accounts receivable, net of allowance for doubtful accounts of $5,722 in 2005 and $4,594 in 2004		84,380			73,027
Inventories		7,723			7,473
Prepaid expenses and other current assets		7,024			6,506
Deferred income taxes		8,717			5,556
Total current assets		123,146			116,632
Property, plant and equipment, net		86,212			62,860
Goodwill		140,495			138,163
Intangible assets, net		18,038			20,860
Other long-term assets		4,117			4,707
Total assets	$	372,008		$	343,222
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	23,804		$	20,467
Income taxes payable		3,240			—
Accrued payroll and benefits		13,314			17,131
Other accrued expenses		4,128			3,381
Current portion of long-term debt		1,849			1,925
Total current liabilities		46,335			42,904
Deferred income taxes		9,180			8,694
Long-term debt		109,734			111,549
Other		67			108
Total liabilities		165,316			163,255
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value per share. Authorized 40,000,000 shares; issued 18,027,729 shares		180			180
Additional paid-in capital		89,984			87,027
Retained earnings		123,070			102,974
Accumulated other comprehensive income (loss)		155			(94	)
Treasury stock of 526,963 shares in 2005 and 796,260 shares in 2004, at cost		(6,697	)		(10,120	)
Total stockholders’ equity		206,692			179,967
Total liabilities and stockholders’ equity	$	372,008		$	343,222

See accompanying notes to consolidated financial statements.

LABONE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenues	$	127,265		$	117,839		$	379,224		$	348,146
Cost of sales:
Cost of sales expenses		85,333			79,126			251,635			234,128
Depreciation and amortization		1,820			1,712			5,120			4,934
Total cost of sales		87,153			80,838			256,755			239,062
Gross profit		40,112			37,001			122,469			109,084
Selling, general and administrative:
Selling, general and administrative expenses		26,875			22,730			76,960			68,020
Depreciation and amortization		3,388			2,670			9,167			7,502
Total selling, general and administrative		30,263			25,400			86,127			75,522
Operating earnings		9,849			11,601			36,342			33,562
Other income (expense):
Interest income		171			54			507			121
Interest expense		(1,399	)		(1,340	)		(3,951	)		(3,814	)
Other, net		243			(29	)		163			(35	)
Total other expense, net		(985	)		(1,315	)		(3,281	)		(3,728	)
Earnings before income taxes		8,864			10,286			33,061			29,834
Provision for income taxes		3,458			3,671			12,965			11,053
Net earnings	$	5,406		$	6,615		$	20,096		$	18,781
Earnings per common share:
Basic	$	0.31		$	0.39		$	1.15		$	1.10
Diluted	$	0.30		$	0.38		$	1.12		$	1.08
Weighted average common shares outstanding:
Basic		17,496			17,113			17,423			17,039
Diluted		18,129			17,477			17,908			17,459

See accompanying notes to consolidated financial statements.

LABONE, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders’ Equity
Nine Months Ended September 30, 2005
(in thousands, except share data)
(unaudited)

	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss			Treasury stock			Comprehensive income		Total stockholders’ equity
Balance as of December 31, 2004	$	180	$	87,027	$	102,974	$	(94	)	$	(10,120	)			$	179,967
Comprehensive income:
Net earnings		—		—		20,096		—			—		$	20,096		20,096
Adjustment from foreign currency translation		—		—		—		249			—			249		249
Comprehensive income													$	20,345
Stock options exercised (267,947 shares)		—		609		—		—			3,406					4,015
Tax benefit from exercise of options		—		2,204		—		—			—					2,204
Stock-based compensation		—		109		—		—			—					109
Directors’ stock compensation (1,350 shares)		—		35		—		—			17					52
Balance as of September 30, 2005	$	180	$	89,984	$	123,070	$	155		$	(6,697	)			$	206,692

See accompanying notes to consolidated financial statements.

LABONE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Nine months ended September 30,
	2005			2004
Cash flows from operating activities:
Net earnings	$	20,096		$	18,781
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		14,836			13,396
Provision for loss on accounts receivable		8,384			6,833
Income tax benefit from exercise of stock options		2,204			1,558
Deferred income taxes		(2,671	)		220
Stock-based compensation		109			—
Directors’ stock compensation		52			50
Loss on sale of property, plant and equipment		136			63
Change in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(19,737	)		(19,068	)
Inventories		(249	)		464
Prepaid expenses and other current assets		(518	)		(1,240	)
Accounts payable		3,337			9,178
Income taxes payable		3,240			—
Accrued payroll and benefits		(3,816	)		5,425
Other accrued expenses		747			1,762
Other		35			(131	)
Net cash provided by operations		26,185			37,291
Cash flows from investing activities:
Capital expenditures		(34,808	)		(16,162	)
Acquisition of businesses		(2,440	)		(60,110	)
Proceeds from sale of property, plant and equipment		75			36
Acquisition of patents		(5	)		(40	)
Net cash used in investing activities		(37,178	)		(76,276	)
Cash flows from financing activities:
Net payments on line of credit		—			(46,253	)
Net proceeds from issuance of convertible debentures		—			100,144
Debt issue costs		—			(845	)
Payments on other long-term debt		(1,951	)		(2,011	)
Proceeds from exercise of stock options		4,015			3,875
Net cash provided by financing activities		2,064			54,910
Effect of foreign currency translation on cash		161			16
Net increase (decrease) in cash and cash equivalents		(8,768	)		15,941
Cash and cash equivalents at beginning of period		24,070			4,651
Cash and cash equivalents at end of period	$	15,302		$	20,592

See accompanying notes to consolidated financial statements.

LABONE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Nine Months Ended September 30,
	2005		2004
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes	$	9,051	$	8,955
Interest		2,668		2,195
Supplemental schedule of non-cash investing and financing activities:
Details of acquisitions:
Fair value of assets acquired	$	2,440	$	60,928
Liabilities assumed		—		(818	)
Cash paid for acquisitions	$	2,440	$	60,110

(1) Basis of Presentation

Description of Business

      LabOne, Inc. (“LabOne” or the “Company”) is a diagnostic services provider. The services and information LabOne and its subsidiaries provide include: risk assessment information services for the insurance industry; diagnostic healthcare testing; and substance abuse testing services and related employee qualification products.

      The financial information furnished herein as of September 30, 2005, and for the periods ended September 30, 2005 and 2004, is unaudited; however, in the opinion of management, it reflects all adjustments, consisting of normal recurring adjustments, which are necessary to fairly state the Company’s financial position, the results of its operations and its cash flows. The balance sheet information as of December 31, 2004 has been derived from the audited consolidated financial statements as of that date. The financial statements have been prepared in conformity with generally accepted accounting principles in the United States appropriate in the circumstances, and included in the financial statements are certain amounts based on management’s estimates and judgments.

      The financial information herein is not necessarily representative of a full year’s operations because levels of sales, capital additions and other factors fluctuate throughout the year. These same considerations apply to all year-to-year comparisons. Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These condensed, consolidated financial statements should be read in conjunction with the accompanying consolidated financial statements and notes thereto as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004.

(2) Earnings Per Share

      Basic earnings per share is computed using net earnings divided by the weighted average number of common shares outstanding. Diluted earnings per share includes the effects of outstanding stock options and the dilutive effect of the convertible debentures. The par value of the debentures would be settled in cash. Subject to adjustment under certain circumstances as described in the terms of the convertible debentures, the conversion obligation is generally based upon the product of the conversion rate then in effect (25.4463 as of September 30, 2005) and the closing price of LabOne common stock over the measurement period. Should the debentures become convertible under the terms of the conversion rights with a stock price of $51.09 over the measurement period, the conversion obligation would be approximately $1,300 (25.4463 x $51.09), and the settlement upon conversion would consist of $1,000 cash and 5.87 shares ($300/$51.09) of common stock, per $1,000 principal amount of debentures converted, assuming none of the adjustment provisions in the debenture applied to such calculation.

      The following table reconciles the weighted average common shares used in the basic earnings per share calculation and the weighted average common shares and common share equivalents used in the diluted earnings per share calculation:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
	(in thousands)
Weighted average common shares for basic earnings per share		17,496		17,113		17,423		17,039
Dilutive effect of employee stock options		454		364		421		420
Dilutive effect of convertible debentures		179		—		64		—
Weighted average common shares for dilutive earnings per share		18,129		17,477		17,908		17,459

(3) Stock-based Compensation

      The Company applies the intrinsic-value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123, established accounting and disclosure requirements using a fair-value based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, as amended by SFAS No. 148, the Company has elected to continue to apply the intrinsic-value based method of accounting described above and has adopted only the disclosure requirements of SFAS No. 123.

      The following table illustrates the effect on net earnings if the fair-value based method had been applied to all outstanding and unvested options in each period.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
	(in thousands)
Net earnings, as reported	$	5,406		$	6,615		$	20,096		$	18,781
Deduct total stock-based employee compensation expense determined under fair-value based method for all stock options, net of tax		(536	)		(528	)		(1,600	)		(1,302	)
Pro forma net earnings	$	4,870		$	6,087		$	18,496		$	17,479
Basic earnings per share:
As reported	$	0.31		$	0.39		$	1.15		$	1.10
Pro forma	$	0.28		$	0.36		$	1.06		$	1.03
Diluted earnings per share:
As reported	$	0.30		$	0.38		$	1.12		$	1.08
Pro forma	$	0.27		$	0.35		$	1.03		$	1.00

(4) Business Segment Information

      The Company operates principally in two lines of business: risk assessment services and clinical. Risk assessment services is segregated into insurance laboratory, paramedical services and other insurance services. Clinical is segregated into healthcare services and substance abuse testing.

      During the third quarter, the Company announced that it had entered into an agreement with Quest Diagnostics to be acquired. Costs related to the acquisition incurred during the quarter and year are identified in the table below.

      Following is a summary of segment information:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
	(in thousands)
Revenues:
Risk assessment services:
Insurance laboratory	$	19,546		$	20,708		$	61,304		$	65,231
Paramedical services		27,883			26,129			83,252			75,799
Other insurance services		18,105			17,809			55,415			53,171
Total risk assessment services		65,534			64,646			199,971			194,201
Clinical:
Healthcare services		49,228			42,241			142,769			124,275
Substance abuse testing		12,503			10,952			36,484			29,670
Total clinical		61,731			53,193			179,253			153,945
Total	$	127,265		$	117,839		$	379,224		$	348,146
Operating earnings:
Risk assessment services:
Insurance laboratory	$	7,421		$	8,543		$	24,350		$	26,876
Paramedical services		2,893			3,203			8,550			8,533
Other insurance services		1,938			2,475			6,640			7,900
Risk assessment sales group		(1,502	)		(1,752	)		(4,740	)		(4,884	)
Total risk assessment services		10,750			12,469			34,800			38,425
Clinical:
Healthcare services		9,235			7,591			29,932			19,888
Substance abuse testing		1,819			1,976			5,558			5,105
Total clinical		11,054			9,567			35,490			24,993
General corporate expenses		(9,912	)		(10,435	)		(31,905	)		(29,856	)
Acquisition related costs		(2,043	)		—			(2,043	)		—
Total other expenses, net		(985	)		(1,315	)		(3,281	)		(3,728	)
Earnings before income taxes		8,864			10,286			33,061			29,834
Provision for income taxes		3,458			3,671			12,965			11,053
Net earnings	$	5,406		$	6,615		$	20,096		$	18,781

(5) Business Acquisitions

      During the first nine months of 2005, the Company made acquisition related payments of $2.4 million primarily for the elimination of an earn-out agreement and contingent payments under prior purchase agreements.

(6) Commitments and Contingencies

      The Company is a party to various claims or lawsuits related to services performed in the ordinary course of the Company’s activities. The Company’s management and legal counsel anticipate potential claims resulting from such matters that would not be covered by insurance and have appropriately provided for these claims in the consolidated financial statements. The Company believes that the ultimate resolution of these matters will not materially affect the consolidated financial statements of the Company.

(7) Recently Issued Accounting Standards

      In December 2004, the FASB issued SFAS 123R which requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a

fair-value-based method and the recording of such expense in the consolidated statements of operations. Due to the Securities and Exchange Commission’s delay of the effective date of this pronouncement, the Company plans to adopt the accounting provisions of SFAS 123R for the first quarter of 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition.

      In September, 2004, the Emerging Issues Task Force of the Financial Accounting Standards Board (the “EITF”) reached a conclusion on EITF Issue No. 04-8 “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.” Contingently convertible debt instruments (“Co-Cos”) are subject to the if-converted method under SFAS No. 128, “Earnings Per Share” (SFAS No. 128), regardless of whether a stock price-related conversion contingency included in the instrument has been met. Under prior interpretations of SFAS No. 128, issuers of Co-Cos exclude the potential common shares underlying the Co-Cos from the calculation of diluted earnings per share until the market price or other contingency is met. The effective date of EITF 04-8 is for periods ending after December 15, 2004. The Company accounts for the debentures in accordance with the EITF.

Subsequent Event—Acquisition of LabOne Inc., and Subsidiaries by Quest Diagnostics

      On August 8, 2005, the Company entered into a definitive agreement (the “merger agreement”) with Quest Diagnostics Incorporated (“Quest Diagnostics”), which provided for Quest Diagnostics to acquire all of the outstanding shares of the Company’s common stock and assume the Company’s existing debt. On November 1, 2005, Quest Diagnostics acquired all of the outstanding common shares of LabOne for $43.90 per share in an all-cash transaction valued at approximately $947 million, including approximately $138 million of assumed debt of LabOne.

      As a result of the change in control, as defined in the indenture to the Company’s debentures, at any time from November 1, 2005 until December 1, 2005 the holders of the debentures have the right to have the debentures repurchased by the Company for 100% of the principal amount of the debentures, plus accrued and unpaid interest thereon through November 30, 2005, or the right to have the debentures converted into the amount the respective holder would have received if the holder had converted the debentures prior to November 1, 2005, plus an additional premium. As provided in the indenture, the conversion rate has increased so that each $1,000 principal amount of the debentures is convertible into cash in the amount of approximately $1,280.88 if converted by December 1, 2005.

      In addition, pursuant to the merger agreement, LabOne’s outstanding stock options became fully vested and exercisable, and were cancelled in exchange for the right to receive an amount, for each share subject to the stock option, equal to the excess of $43.90 per share over the exercise price per share of such option.

      The Company incurred $2.0 million in direct transaction costs associated with the merger agreement as of September 30, 2005. Such costs have been included in selling, general and administrative expenses in the consolidated statement of operations for the nine months ended September 30, 2005.