0001022079-19-000161.txt : 20190723 0001022079-19-000161.hdr.sgml : 20190723 20190723065303 ACCESSION NUMBER: 0001022079-19-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190723 DATE AS OF CHANGE: 20190723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 19966750 BUSINESS ADDRESS: STREET 1: 500 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 9735202700 MAIL ADDRESS: STREET 1: 500 PLAZA DRIVE CITY: SECAUCUS STATE: NJ ZIP: 07094 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 dgx063020198-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM 8-K
 

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

Date of Report (Date of Earliest Event Reported): July 23, 2019
 
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or other jurisdiction of incorporation)
001-12215
 
16-1387862
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
500 Plaza Drive
Secaucus, NJ
 
07094
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(973) 520-2700
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
DGX
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 2.02. Results of Operations and Financial Condition

On July 23, 2019 Quest Diagnostics Incorporated issued a press release announcing, among other things, its results for the quarter ended June 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.     

Item 9.01. Financial Statements and Exhibits





Signature
    
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 hereunto duly authorized.

July 23, 2019

QUEST DIAGNOSTICS INCORPORATED
 
 
By:
/s/ William J. O'Shaughnessy, Jr.
 
William J. O'Shaughnessy, Jr.
 
Deputy General Counsel and
 
Corporate Secretary 






EX-99.1 2 dgx063020198-kex991.htm EXHIBIT 99.1 Exhibit
            



QUEST DIAGNOSTICS REPORTS SECOND QUARTER 2019 FINANCIAL RESULTS
    

Second quarter revenues of $1.95 billion, up 1.8% from 2018
Second quarter reported diluted earnings per share from continuing operations ("EPS") of $1.51, down 3.9% from 2018; and adjusted diluted EPS of $1.73, down 1.1% from 2018
Affirms outlook for full-year 2019

SECAUCUS, N.J., July 23, 2019 - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today financial results for the second quarter ended June 30, 2019.

"Our volume growth accelerated in the second quarter due to our expanded network access, and we continued to build momentum through the first half of 2019," said Steve Rusckowski, Chairman, CEO and President. "This strong volume growth combined with our strategy to drive operational excellence helped offset the significant reimbursement pressures we are experiencing this year. We are excited by our new Preferred Lab Network status within UnitedHealthcare, which represents a multi-year opportunity that will build over time." 

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
(dollars in millions, except per share data)
Reported:
 
 
 
 
 
 
 
 
 
 
 
Net revenues
$
1,953

 
$
1,919

 
1.8
 %
 
$
3,844

 
$
3,803

 
1.1
 %
Diagnostic Information Services revenues
$
1,872

 
$
1,835

 
2.0
 %
 
$
3,684

 
$
3,638

 
1.3
 %
Revenue per requisition
 
 
 
 
(2.3
)%
 
 
 
 
 
(2.6
)%
Requisition volume
 
 
 
 
4.4
 %
 
 
 
 
 
4.0
 %
  Organic requisition volume
 
 
 
 
2.9
 %
 
 
 
 
 
2.6
 %
Operating income (a)
$
307

 
$
305

 
0.4
 %
 
$
555

 
$
577

 
(3.9
)%
Operating income as a percentage of net revenues (a)
15.7
%
 
15.9
%
 
(20) bps

 
14.4
%
 
15.2
%
 
(80) bps

Income from continuing operations attributable to Quest Diagnostics (a)
$
206

 
$
219

 
(5.8
)%
 
$
370

 
$
396

 
(6.5
)%
Diluted EPS from continuing operations (a)
$
1.51

 
$
1.57

 
(3.9
)%
 
$
2.71

 
$
2.84

 
(4.6
)%
Cash provided by operations
$
321

 
$
323

 
(0.9
)%
 
$
596

 
$
503

 
18.5
 %
Capital expenditures
$
85

 
$
78

 
9.2
 %
 
$
132

 
$
151

 
(12.3
)%
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted (b):
 
 
 
 
 
 
 
 
 
 
 
Operating income
$
352

 
$
362

 
(2.9
)%
 
$
638

 
$
687

 
(7.0
)%
Operating income as a percentage of net revenues
18.0
%
 
18.9
%
 
(90) bps

 
16.6
%
 
18.1
%
 
(150) bps

Income from continuing operations attributable to Quest Diagnostics
$
237

 
$
245

 
(3.2
)%
 
$
427

 
$
456

 
(6.3
)%
Diluted EPS from continuing operations
$
1.73

 
$
1.75

 
(1.1
)%
 
$
3.13

 
$
3.27

 
(4.3
)%

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

(b)
Beginning in 2019, the company has changed how it presents adjusted income measures to additionally exclude amortization expense for all periods presented. We believe this presentation provides investors with additional insight to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business.


1


            


Outlook for full-year 2019

The company affirmed its outlook for full-year 2019 as follows:

 
Current Outlook
 
Low
 
High
Net revenues
$7.60 billion
 
$7.75 billion
Net revenue increase
1%
 
3%
Reported diluted EPS from continuing operations (a)
Greater than $5.29
Adjusted diluted EPS
Greater than $6.40
Cash provided by operations
Approximately $1.3 billion
Capital expenditures
$350 million
 
$400 million

(a)
The outlook for reported diluted EPS from continuing operations was updated to greater than $5.29 from the previous outlook of greater than $5.16 due to the impact of special items in the second quarter. For a reconciliation of adjusted diluted EPS to reported diluted EPS from continuing operations, see note 5 to the financial tables attached below.

Note on Non-GAAP Financial Measures

As used in this press release the term “reported” refers to measures under the accounting principles generally accepted in the United States (“GAAP”). The term “adjusted” refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, amortization expense, excess tax benefit ("ETB") associated with stock-based compensation and other items.

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

Conference Call Information

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

A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or by phone at 800-871-1320 for domestic callers or 402-280-1688 for international callers. No passcode is required. Telephone replays will be available from approximately 10:30 a.m. Eastern Time on July 23, 2019 until midnight Eastern Time on August 6, 2019. Anyone listening to the call is encouraged to read the company's periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

About Quest Diagnostics

Quest Diagnostics empowers people to take action to improve health outcomes.  Derived from the world’s largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management.  Quest annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our 46,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com.

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect

2


            

management’s current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government regulations, changing relationships with customers, payers, suppliers or strategic partners and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.

For further information: Denny Moynihan, Quest Diagnostics (Media): 973-520-2800, Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900

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

ADDITIONAL TABLES FOLLOW








3



Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2019 and 2018
(in millions, except per share data)
(unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Net revenues
$
1,953

 
$
1,919

 
$
3,844

 
$
3,803

 
 
 
 
 
 
 
 
Operating costs and expenses and other operating income:
 
 
 
 
 
 
 
Cost of services
1,265

 
1,243

 
2,509

 
2,469

Selling, general and administrative
362

 
351

 
746

 
714

Amortization of intangible assets
25

 
22

 
49

 
44

Other operating income, net
(6
)
 
(2
)
 
(15
)
 
(1
)
Total operating costs and expenses, net
1,646

 
1,614

 
3,289

 
3,226

 
 
 
 
 
 
 
 
Operating income
307

 
305

 
555

 
577

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
Interest expense, net
(45
)
 
(42
)
 
(89
)
 
(83
)
Other income (expense), net
3

 
1

 
12

 
(1
)
Total non-operating expenses, net
(42
)
 
(41
)
 
(77
)
 
(84
)
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes and equity in earnings of equity method investees
265

 
264

 
478

 
493

Income tax expense
(63
)
 
(42
)
 
(113
)
 
(94
)
Equity in earnings of equity method investees, net of taxes
17

 
11

 
30

 
23

Income from continuing operations
219

 
233

 
395

 
422

Income from discontinued operations, net of taxes
20

 

 
20

 

Net income
239

 
233

 
415

 
422

Less: Net income attributable to noncontrolling interests
13

 
14

 
25

 
26

Net income attributable to Quest Diagnostics
$
226

 
$
219

 
$
390

 
$
396

 
 
 
 
 
 
 
 
Amounts attributable to Quest Diagnostics' common stockholders:
 
 
 
 
 
 
 
Income from continuing operations
$
206

 
$
219

 
$
370

 
$
396

Income from discontinued operations, net of taxes
20

 

 
20

 

Net income
$
226

 
$
219

 
$
390

 
$
396

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share attributable to Quest Diagnostics’ common stockholders - basic:
 
 
 
 
 
 
 
Income from continuing operations
$
1.52

 
$
1.60

 
$
2.74

 
$
2.90

Income from discontinued operations
0.15

 

 
0.15

 

Net income
$
1.67

 
$
1.60

 
$
2.89

 
$
2.90

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:
 
 
 
 
 
 
 
Income from continuing operations
$
1.51

 
$
1.57

 
$
2.71

 
$
2.84

Income from discontinued operations
0.15

 

 
0.15

 

Net income
$
1.66

 
$
1.57

 
$
2.86

 
$
2.84

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
135

 
136

 
134

 
136

Diluted
136

 
139

 
136

 
139




4



Quest Diagnostics Incorporated and Subsidiaries
Consolidated Balance Sheets
June 30, 2019 and December 31, 2018
(in millions, except per share data)
(unaudited)
 
June 30,
2019
 
December 31,
2018
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
273

 
$
135

Accounts receivable, net
1,088

 
1,012

Inventories
105

 
99

Prepaid expenses and other current assets
100

 
144

Total current assets
1,566

 
1,390

Property, plant and equipment, net
1,307

 
1,288

Operating lease right-of-use assets
511

 

Goodwill
6,605

 
6,563

Intangible assets, net
1,172

 
1,207

Investment in equity method investees
458

 
436

Other assets
141

 
119

Total assets
$
11,760

 
$
11,003

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
951

 
$
1,021

Current portion of long-term debt
807

 
464

Current portion of long-term operating lease liabilities
146

 

Total current liabilities
1,904

 
1,485

Long-term debt
3,169

 
3,429

Long-term operating lease liabilities
413

 

Other liabilities
689

 
745

Redeemable noncontrolling interest
76

 
77

Stockholders’ equity:
 
 
 
Quest Diagnostics stockholders’ equity:
 
 
 
Common stock, par value $0.01 per share; 600 shares authorized as of both June 30, 2019 and December 31, 2018; 217 shares issued as of both June 30, 2019 and December 31, 2018
2

 
2

Additional paid-in capital
2,686

 
2,667

Retained earnings
7,849

 
7,602

Accumulated other comprehensive loss
(58
)
 
(59
)
Treasury stock, at cost; 82 shares as of both June 30, 2019 and December 31, 2018
(5,020
)
 
(4,996
)
Total Quest Diagnostics stockholders’ equity
5,459

 
5,216

Noncontrolling interests
50

 
51

Total stockholders’ equity
5,509

 
5,267

Total liabilities and stockholders’ equity
$
11,760

 
$
11,003




5



Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2019 and 2018
(in millions)
(unaudited)
 
Six Months Ended June 30,
 
2019
 
2018
Cash flows from operating activities:
 
 
 
Net income
$
415

 
$
422

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
165

 
151

Provision for doubtful accounts
5

 

Deferred income tax provision
13

 
39

Stock-based compensation expense
32

 
34

Other, net
(33
)
 
18

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(81
)
 
(127
)
Accounts payable and accrued expenses
27

 
(64
)
Income taxes payable
15

 
(7
)
Other assets and liabilities, net
38

 
37

Net cash provided by operating activities
596

 
503

 
 
 
 
Cash flows from investing activities:
 
 
 
Business acquisitions, net of cash acquired
(56
)
 
(165
)
Capital expenditures
(132
)
 
(151
)
Increase in investments and other assets
(14
)
 
(14
)
Net cash used in investing activities
(202
)
 
(330
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from borrowings
1,484

 
1,520

Repayments of debt
(1,448
)
 
(1,553
)
Purchases of treasury stock
(103
)
 
(50
)
Exercise of stock options
66

 
71

Employee payroll tax withholdings on stock issued under stock-based compensation plans
(16
)
 
(20
)
Dividends paid
(143
)
 
(129
)
Distributions to noncontrolling interest partners
(27
)
 
(28
)
Contributions from noncontrolling interest partners

 
4

Other financing activities, net
(69
)
 
7

Net cash used in financing activities
(256
)
 
(178
)
 
 
 
 
Net change in cash and cash equivalents and restricted cash
138

 
(5
)
Cash and cash equivalents and restricted cash, beginning of period
135

 
137

Cash and cash equivalents and restricted cash, end of period
$
273

 
$
132

 
 
 
 
Cash and cash equivalents
$
273

 
$
132

Restricted cash

 

Cash and cash equivalents and restricted cash, end of period
$
273

 
$
132

 
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
91

 
$
86

Income taxes
$
83

 
$
41


6



Notes to Financial Tables

1)
The computation of basic and diluted earnings per common share is as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
 
(in millions, except per share data)
Amounts attributable to Quest Diagnostics' common stockholders:
 
 
 
 
 
 
 
Income from continuing operations
$
206

 
$
219

 
$
370

 
$
396

Income from discontinued operations, net of taxes
20

 

 
20

 

Net income attributable to Quest Diagnostics’ common stockholders
$
226

 
$
219

 
$
390

 
$
396

 
 
 
 
 
 
 
 
Income from continuing operations
$
206

 
$
219

 
$
370

 
$
396

Less: earnings allocated to participating securities

 

 
1

 
1

Earnings available to Quest Diagnostics' common stockholders - basic and diluted
$
206

 
$
219

 
$
369

 
$
395

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
135

 
136

 
134

 
136

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options and performance share units
1

 
3

 
2

 
3

Weighted average common shares outstanding - diluted
136

 
139

 
136

 
139

 
 
 
 
 
 
 
 
Earnings per share attributable to Quest Diagnostics' common stockholders - basic:
 
 
 
 
 
 
 
Income from continuing operations
$
1.52

 
$
1.60

 
$
2.74

 
$
2.90

Income from discontinued operations
0.15

 

 
0.15

 

Net income
$
1.67

 
$
1.60

 
$
2.89

 
$
2.90

 
 
 
 
 
 
 
 
Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:
 
 
 
 
 
 
 
Income from continuing operations
$
1.51

 
$
1.57

 
$
2.71

 
$
2.84

Income from discontinued operations
0.15

 

 
0.15

 

Net income
$
1.66

 
$
1.57

 
$
2.86

 
$
2.84





7




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

 
Three Months Ended June 30, 2019
(dollars in millions, except per share data)
 
Operating income
 
Operating income as a percentage of net revenues
 
Income tax expense (c)
 
Equity in earnings of equity method investees, net of taxes
 
Income from continuing operations attributable to Quest Diagnostics
 
Diluted EPS from continuing operations
As reported
$
307

 
15.7
 %
 
$
(63
)
 
$
17

 
$
206

 
$
1.51

Restructuring and integration charges (a)
26

 
1.3

 
(7
)
 

 
19

 
0.14

Other (b)
(6
)
 
(0.3
)
 

 

 
(6
)
 
(0.04
)
Amortization expense
25

 
1.3

 
(7
)
 
5

 
23

 
0.16

ETB

 

 
(5
)
 

 
(5
)
 
(0.04
)
As adjusted
$
352

 
18.0
 %
 
$
(82
)
 
$
22

 
$
237

 
$
1.73


 
Six Months Ended June 30, 2019
(dollars in millions, except per share data)
 
Operating income
 
Operating income as a percentage of net revenues
 
Income tax expense (c)
 
Equity in earnings of equity method investees, net of taxes
 
Income from continuing operations attributable to Quest Diagnostics
 
Diluted EPS from continuing operations
As reported
$
555

 
14.4
 %
 
$
(113
)
 
$
30

 
$
370

 
$
2.71

Restructuring and integration charges (a)
48

 
1.3

 
(13
)
 

 
35

 
0.26

Other (b)
(14
)
 
(0.4
)
 
(1
)
 

 
(15
)
 
(0.10
)
Amortization expense
49

 
1.3

 
(14
)
 
10

 
45

 
0.32

ETB

 

 
(8
)
 

 
(8
)
 
(0.06
)
As adjusted
$
638

 
16.6
 %
 
$
(149
)
 
$
40

 
$
427

 
$
3.13



 
Three Months Ended June 30, 2018
(dollars in millions, except per share data)
 
Operating income
 
Operating income as a percentage of net revenues
 
Income tax expense (c)
 
Equity in earnings of equity method investees, net of taxes
 
Income from continuing operations attributable to Quest Diagnostics
 
Diluted EPS from continuing operations
As reported
$
305

 
15.9
%
 
$
(42
)
 
$
11

 
$
219

 
$
1.57

Restructuring and integration charges (a)
25

 
1.3

 
(6
)
 

 
19

 
0.13

Other (b)
10

 
0.5

 
(3
)
 

 
7

 
0.05

Amortization expense
22

 
1.2

 
(6
)
 
4

 
20

 
0.14

ETB

 

 
(5
)
 

 
(5
)
 
(0.04
)
Certain income tax benefits (d)

 

 
(15
)
 

 
(15
)
 
(0.10
)
As adjusted
$
362

 
18.9
%
 
$
(77
)
 
$
15

 
$
245

 
$
1.75



8



 
Six Months Ended June 30, 2018
(dollars in millions, except per share data)
 
Operating income
 
Operating income as a percentage of net revenues
 
Income tax expense (c)
 
Equity in earnings of equity method investees, net of taxes
 
Income from continuing operations attributable to Quest Diagnostics
 
Diluted EPS from continuing operations
As reported
$
577

 
15.2
%
 
$
(94
)
 
$
23

 
$
396

 
$
2.84

Restructuring and integration charges (a)
56

 
1.5

 
(14
)
 

 
42

 
0.30

Other (b)
10

 
0.2

 
(3
)
 

 
7

 
0.05

Amortization expense
44

 
1.2

 
(13
)
 
8

 
39

 
0.28

ETB

 

 
(13
)
 

 
(13
)
 
(0.10
)
Certain income tax benefits (d)

 

 
(15
)
 

 
(15
)
 
(0.10
)
As adjusted
$
687

 
18.1
%
 
$
(152
)
 
$
31

 
$
456

 
$
3.27



(a)
For the three and six months ended June 30, 2019, represents costs primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business. For the three and six months ended June 30, 2018, represents costs primarily associated with workforce reductions, systems conversions and integration incurred in connection with further restructuring and integrating our business. The following table summarizes the pre-tax impact of restructuring and integration charges on the company's consolidated statements of operations:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in millions)
Cost of services
$
11

 
$
14

 
$
22

 
$
26

Selling, general and administrative
15

 
11

 
26

 
29

Other operating income, net

 

 

 
1

Operating income
$
26

 
$
25

 
$
48

 
$
56


(b)
For the three months ended June 30, 2019, the pre-tax impact primarily represents a gain associated with the decrease in the fair value of the contingent consideration accrual associated with our ReproSource, Inc. acquisition. For the six months ended June 30, 2019, the pre-tax impact primarily represents a gain associated with an insurance claim for hurricane related losses, and a gain associated with the decrease in the fair value of the contingent consideration accrual associated with our ReproSource, Inc. acquisition partially offset by non-cash asset impairment charges. For the three and six months ended June 30, 2018, the pre-tax impact primarily represents costs incurred related to certain legal matters partially offset by a gain associated with an insurance claim for hurricane related losses. The following table summarizes the pre-tax impact of these other items on the company's consolidated statements of operations:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
 
(dollars in millions)
Cost of sales
$

 
$
11

 
$

 
$
11

Selling, general and administrative

 

 
1

 

Other operating income, net
(6
)
 
(1
)
 
(15
)
 
(1
)
Operating income
$
(6
)
 
$
10

 
$
(14
)
 
$
10


(c)
For restructuring and integration charges, other items and amortization expense, income tax impacts, where recorded, were primarily calculated using combined tax rates of 25.5% for both 2019 and 2018. For the gain associated with an insurance claim for hurricane related losses in 2019, there was no net income tax expense as the company is able to utilize net operating loss carryforwards for which a valuation allowance had previously been established. For the gain

9



in 2019 associated with the decrease in the fair value of the contingent consideration accrual associated with our ReproSource, Inc. acquisition, there was no net income tax expense as the gain is non-taxable.

(d)
Represents an income tax benefit associated with a change in a tax return accounting method that enabled the company to accelerate the deduction of certain expenses on its 2017 tax return at the federal corporate statutory tax rate in effect during 2017.

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

4)
For the three months ended June 30, 2019, the company repurchased 0.5 million shares of its common stock for $50 million. For the six months ended June 30, 2019, the company repurchased 1.1 million shares of its common stock for $100 million. As of June 30, 2019, $0.5 billion remained available under the company’s share repurchase authorizations.    

5)
The outlook for adjusted diluted EPS represents management’s estimates for the full-year 2019 before the impact of special items, including ETB and amortization expense. Further impacts to earnings related to special items may occur throughout 2019. Additionally, the amount of ETB is dependent upon employee stock option exercises and the company's stock price, which are difficult to predict. The following table reconciles our 2019 outlook for adjusted diluted EPS to the corresponding amounts determined under GAAP:

Diluted earnings per common share from continuing operations
$
5.29

Restructuring and integration charges (a)
0.65

Other
(0.10
)
Amortization expense (b)
0.62

ETB
(0.06
)
Adjusted diluted EPS
$
6.40


(a)
Represents estimated full-year pre-tax charges of $118 million primarily associated with systems conversions and integration costs incurred in connection with further restructuring and integrating our business. Income tax benefits were calculated using a combined tax rate of 25.5%.

(b)
Represents the estimated impact of amortization expense for 2019 on the calculation of adjusted diluted EPS. Amortization expense used in the calculation is as follows (dollars in millions):
Amortization of intangible assets
$
98

Amortization expense included in equity in earnings of equity method investees, net of taxes
15

Total pre-tax amortization expense
$
113

 
 
Total amortization expense, net of an estimated tax benefit using a combined tax rate of 25.5%
$
84







10