DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 14, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | QUEST DIAGNOSTICS INC | |
Entity Central Index Key | 1,022,079 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 141,457,182 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,863 | $ 1,839 |
Operating costs, expenses and other income: | ||
Cost of services | 1,144 | 1,163 |
Selling, general and administrative | 442 | 419 |
Amortization expense | 19 | 21 |
Other operating expense, net | 1 | 8 |
Total operating costs, expenses and other income, net | 1,606 | 1,611 |
Operating income | 257 | 228 |
Other income (expense): | ||
Interest expense, net | (36) | (45) |
Other expense, net | (49) | (78) |
Total non-operating expenses, net | (85) | (123) |
Income before income taxes and equity in earnings of equity method investees | 172 | 105 |
Income tax expense | (68) | (42) |
Equity in earnings of equity method investees, net of taxes | 10 | 7 |
Net income | 114 | 70 |
Less: Net income attributable to noncontrolling interests | 12 | 9 |
Net income attributable to Quest Diagnostics | $ 102 | $ 61 |
Earnings per share attributable to Quest Diagnostics’ common stockholders: | ||
Basic (per share) | $ 0.71 | $ 0.42 |
Diluted (per share) | $ 0.70 | $ 0.42 |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 143 | 144 |
Diluted (in Shares) | 144 | 146 |
Dividends per common share | $ 0.40 | $ 0.38 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 114 | $ 70 |
Other comprehensive (loss) income: | ||
Currency translation | (3) | (6) |
Market valuation, net of taxes | 0 | 2 |
Net deferred loss on cash flow hedges, net of taxes | 1 | 1 |
Other comprehensive loss | (2) | (3) |
Comprehensive income | 112 | 67 |
Less: Comprehensive income attributable to noncontrolling interests | 12 | 9 |
Comprehensive income attributable to Quest Diagnostics | $ 100 | $ 58 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 128 | $ 133 |
Accounts receivable, net of allowance for doubtful accounts of $269 and $254 at March 31, 2016 and December 31, 2015, respectively | 952 | 901 |
Inventories | 82 | 84 |
Prepaid expenses and other current assets | 138 | 207 |
Assets held for sale | 193 | 176 |
Total current assets | 1,493 | 1,501 |
Property, plant and equipment, net | 925 | 925 |
Goodwill | 5,996 | 5,905 |
Intangible assets, net | 1,008 | 984 |
Investment in equity method investees | 471 | 473 |
Other assets | 204 | 174 |
Total assets | 10,097 | 9,962 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued expenses | 932 | 1,014 |
Current portion of long-term debt | 158 | 159 |
Total current liabilities | 1,090 | 1,173 |
Long-term debt | 3,740 | 3,492 |
Other liabilities | 529 | 514 |
Redeemable noncontrolling interest | 72 | 70 |
Quest Diagnostics stockholders’ equity: | ||
Common stock, par value $0.01 per share; 600 shares authorized at both March 31, 2016 and December 31, 2015; 216 shares issued at both March 31, 2016 and December 31, 2015 | 2 | 2 |
Additional paid-in capital | 2,493 | 2,481 |
Retained earnings | 6,244 | 6,199 |
Accumulated other comprehensive loss | (40) | (38) |
Treasury stock, at cost; 75 shares and 73 shares at March 31, 2016 and December 31, 2015, respectively | (4,063) | (3,960) |
Total Quest Diagnostics stockholders' equity | 4,636 | 4,684 |
Noncontrolling interests | 30 | 29 |
Total stockholders' equity | 4,666 | 4,713 |
Total liabilities and stockholders' equity | $ 10,097 | $ 9,962 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 269 | $ 254 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600 | 600 |
Common stock, shares, issued | 216 | 216 |
Treasury stock, shares | 75 | 73 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 114 | $ 70 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 62 | 78 |
Provision for doubtful accounts | 86 | 79 |
Deferred income tax provision | 8 | 14 |
Stock-based compensation expense | 18 | 12 |
Excess tax benefits from stock-based compensation arrangements | (2) | (2) |
Other, net | 1 | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (145) | (97) |
Accounts payable and accrued expenses | (77) | (120) |
Income taxes payable | 63 | 10 |
Other assets and liabilities, net | 15 | 1 |
Net cash provided by operating activities | 143 | 52 |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (135) | 0 |
Capital expenditures | (47) | (56) |
(Increase) decrease in investments and other assets | (8) | 1 |
Net cash used in investing activities | (190) | (55) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 665 | 1,389 |
Repayments of debt | (453) | (440) |
Purchases of treasury stock | (115) | (110) |
Exercise of stock options | 7 | 35 |
Excess tax benefits from stock-based compensation arrangements | 2 | 2 |
Dividends paid | (55) | (48) |
Distributions to noncontrolling interests | (9) | (10) |
Other financing activities, net | 0 | (33) |
Net cash provided by financing activities | 42 | 785 |
Net change in cash and cash equivalents | (5) | 782 |
Cash and cash equivalents, beginning of period | 133 | 192 |
Cash and cash equivalents, end of period | $ 128 | $ 974 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock, at Cost | Non-controlling Interests |
Balance, value at Dec. 31, 2014 | $ 4,330 | $ 2 | $ 2,418 | $ 5,723 | $ (27) | $ (3,815) | $ 29 |
Balance, shares at Dec. 31, 2014 | 144 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 70 | 61 | 9 | ||||
Other comprehensive loss, net of taxes | (3) | (3) | |||||
Dividends declared | (55) | (55) | |||||
Distributions to noncontrolling interests | (10) | (10) | |||||
Issuance of common stock under benefit plans, value | 5 | 1 | 4 | ||||
Issuance of common stock under benefit plans, shares | 1 | ||||||
Stock-based compensation expense | 12 | 11 | 1 | ||||
Exercise of stock options, value | 35 | 35 | |||||
Exercise of stock options, shares | 1 | ||||||
Shares to cover employee payroll tax withholdings on stock issued under benefit plans, value | (6) | (6) | |||||
Tax benefits associated with stock-based compensation plans | 3 | 3 | |||||
Purchases of treasury stock, value | (110) | (110) | |||||
Purchases of treasury stock, shares | (2) | ||||||
Balance, value at Mar. 31, 2015 | 4,271 | $ 2 | 2,427 | 5,729 | (30) | (3,885) | 28 |
Balance, shares at Mar. 31, 2015 | 144 | ||||||
Balance, value at Dec. 31, 2015 | 4,713 | $ 2 | 2,481 | 6,199 | (38) | (3,960) | 29 |
Balance, shares at Dec. 31, 2015 | 143 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 112 | 102 | 10 | ||||
Net income | 114 | ||||||
Other comprehensive loss, net of taxes | (2) | (2) | |||||
Dividends declared | (57) | (57) | |||||
Distributions to noncontrolling interests | (9) | (9) | |||||
Issuance of common stock under benefit plans, value | 5 | 1 | 4 | ||||
Stock-based compensation expense | 18 | 17 | 1 | ||||
Exercise of stock options, value | 7 | 7 | |||||
Shares to cover employee payroll tax withholdings on stock issued under benefit plans, value | (8) | (8) | |||||
Tax benefits associated with stock-based compensation plans | 2 | 2 | |||||
Purchases of treasury stock, value | (115) | (115) | |||||
Purchases of treasury stock, shares | (2) | ||||||
Balance, value at Mar. 31, 2016 | 4,666 | $ 2 | $ 2,493 | $ 6,244 | $ (40) | $ (4,063) | $ 30 |
Balance, shares at Mar. 31, 2016 | 141 | ||||||
Balance, Value at Dec. 31, 2015 | 70 | ||||||
Redeemable Non-controlling Interest [Abstract] | |||||||
Net income | 2 | ||||||
Balance, Value at Mar. 31, 2016 | $ 72 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2016 | |
Description of Business (Abstract) | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Background Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") empower people to take action to improve health outcomes. The Company uses its extensive database of clinical lab results to derive diagnostic insights that reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. The Company's diagnostic information services business ("DIS") provides insights through clinical testing and related services to patients, physicians, hospitals, accountable care organizations ("ACOs"), integrated delivery networks ("IDNs"), health plans, employers and others. The Company offers the broadest access in the United States to diagnostic information services through its nationwide network of laboratories, Company-owned patient service centers and phlebotomists in physician offices. The Company is the world's leading provider of diagnostic information services, which includes providing clinical testing services such as routine (including drugs-of-abuse) testing, gene-based and esoteric testing, and anatomic pathology services, as well as related services and insights. The Company provides interpretive consultation with one of the largest medical and scientific staffs in the industry and hundreds of M.D.s and Ph.D.s, many of whom are recognized leaders in their fields. The Company's Diagnostic Solutions ("DS") businesses offer a variety of solutions for life insurers, healthcare providers and others. The Company is the leading provider of risk assessment services for the life insurance industry. The Company's diagnostics products business manufactures and markets diagnostic products (see Note 6 regarding the planned disposition of Focus Diagnostics). In addition, the Company offers healthcare organizations, clinicians and patients robust information technology solutions. Prior to the contribution of its clinical trials testing business to the Q 2 Solutions joint venture on July 1, 2015, the Company's clinical trials testing business was a leading provider of central laboratory testing for clinical trials. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2015 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2015 , but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”). Reclassifications Prior to the Company's clinical trials central laboratory services joint venture, Q 2 Solutions, the earnings of the Company's equity method investees consisted of earnings that were not directly taxable to the investees, in which case it was appropriate to present equity in earnings of equity method investees before income tax expense on the consolidated statements of operations. The earnings of Q 2 Solutions, which closed on July 1, 2015, includes earnings that are directly taxable to the joint venture. As a result of the Q 2 Solutions transaction, the current period presentation of equity in earnings of equity method investees is required to be presented below income tax expense on the consolidated statements of operations. The Company's equity in earnings of equity method investees on the consolidated statements of operations for the three months ended March 31, 2015 has been reclassified to conform with the current period presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings Per Share The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of 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 outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Non-Employee Director Long-Term Incentive Plan. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities. Property, Plant and Equipment In connection with the Company’s annual review of the estimated useful lives of its property, plant and equipment completed during the first quarter of 2016, the Company revised the estimated useful lives of certain classes of its property, plant and equipment. In order to better reflect the Company's current expectations regarding the use of its assets, the recent operational improvements from its Invigorate program and considering historical and other data, the Company revised the estimated useful lives of its laboratory equipment from a range of five to seven years to a range of seven to ten years, furniture and fixtures from a range of three to seven years to a range of five to twelve years and computer software obtained for internal use from three years to five years. The change in estimated useful lives was accounted for prospectively as a change in accounting estimate effective in the first quarter of 2016. The impact of this change during the first quarter of 2016 was a decrease in depreciation expense and an increase in operating income of $10 million and an increase in net income of $6 million , or $0.04 per share on a basic and diluted basis. The full year impact for 2016 is expected to be a decrease in depreciation expense and an increase in operating income of $36 million and an increase in net income of $22 million , or $0.16 per share on a basic and diluted basis. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") on revenue recognition. This ASU outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. This standard supersedes existing revenue recognition requirements and eliminates most industry-specific guidance from GAAP. The core principle of the revenue recognition standard is to require an entity to recognize as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods or services as it transfers control to its customers. The standard requires additional disclosures including those that are qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this ASU to the first quarter of 2018, with early adoption permitted beginning in the first quarter of 2017. The ASU can be applied using a full retrospective method or a modified retrospective method of adoption. The Company is currently assessing the impact of the adoption of this ASU on the Company’s results of operations, financial position and cash flows. On January 1, 2016, the Company adopted a new accounting standard issued by the FASB which makes targeted amendments to the current consolidation guidance for variable interest entities and limited partnerships and similar entities. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. On January 1, 2016, the Company prospectively adopted a new accounting standard issued by the FASB which provides guidance in determining whether a cloud computing arrangement includes a software license. If it is determined that a cloud computing arrangement does include a software license, the software element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. On January 1, 2016, the Company prospectively adopted a new accounting standard issued by the FASB which requires that an acquirer recognize adjustments to provisional amounts in a business combination that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. During the first quarter of 2016, the Company prospectively adopted a new accounting standard issued by the FASB that clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. In January 2016, the FASB issued an ASU on the recognition and measurement of financial assets and financial liabilities. This ASU requires that all equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net income. However, companies may elect to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In addition, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. The ASU is effective for the Company in the first quarter of 2018. The Company does not expect the adoption of this ASU to have a material impact on its results of operations, financial position and cash flows. In February 2016, the FASB issued an ASU that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities for most leases on its balance sheet but will recognize expense on its statement of operations similar to current lease accounting. The ASU is effective for the Company in the first quarter of 2019 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition approach, and provides for certain practical expedients. The adoption of this ASU will result in a significant increase to the Company’s balance sheet for lease liabilities and right-of-use assets, which has not yet been quantified. The Company is currently evaluating this and the other effects of adoption of this ASU on its consolidated financial statements. In March 2016, the FASB issued an ASU that simplifies the transition to the equity method of accounting by requiring adoption as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence, no retroactive adjustment of the investment is required. The ASU is effective for the Company in the first quarter of 2017 with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its results of operations, financial position and cash flows. In March 2016, the FASB issued an ASU that simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and accounting for forfeitures. The ASU is effective for the Company in the first quarter of 2017 with early adoption permitted. The Company is currently evaluating the guidance to determine the Company's adoption method and the effect it will have on its results of operations, financial position and cash flows. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS PER SHARE The computation of basic and diluted earnings per common share was as follows: Three Months Ended March 31, 2016 2015 Amounts attributable to Quest Diagnostics’ stockholders: Net income attributable to Quest Diagnostics $ 102 $ 61 Less: Earnings allocated to participating securities — — Earnings available to Quest Diagnostics’ common stockholders – basic and diluted $ 102 $ 61 Weighted average common shares outstanding – basic 143 144 Effect of dilutive securities: Stock options and performance share units 1 2 Weighted average common shares outstanding – diluted 144 146 Earnings per share attributable to Quest Diagnostics’ common stockholders: Basic $ 0.71 $ 0.42 Diluted $ 0.70 $ 0.42 The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect: Three Months Ended March 31, 2016 2015 Stock options and performance share units 3 1 |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES Invigorate Program During 2012, the Company committed to a course of action related to a multi-year program called Invigorate which is designed to reduce its cost structure. Invigorate has consisted of several flagship programs, with structured plans in each, to drive savings and improve performance across the customer value chain. These flagship programs include: organization excellence; information technology excellence; procurement excellence; service excellence; lab excellence; and billing excellence. From 2012 through 2014, the Invigorate program was intended to partially offset reimbursement pressures and labor and benefit cost increases; free up additional resources to invest in science, innovation and other growth initiatives; and enable us to improve service quality and operating profitability. In January 2015, the Company adopted a course of action related to its multi-year Invigorate program to further reduce its cost structure through 2017. This multi-year course of action continues to focus on the flagship program opportunities and new key opportunities such as: standardizing processes, information technology systems, equipment and data; enhancing electronic enabling services; and enhancing reimbursement for work performed. Restructuring Charges The following table provides a summary of the Company's pre-tax restructuring charges for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Employee separation costs $ 3 $ 15 The restructuring charges incurred for the three months ended March 31, 2016 and 2015 are primarily associated with various workforce reduction initiatives as the Company continues to simplify and restructure its organization. Of the total restructuring charges incurred during the three months ended March 31, 2016 , $1 million and $2 million were recorded in cost of services and selling, general and administrative expenses, respectively. Of the total restructuring charges incurred during the three months ended March 31, 2015 , $13 million and $2 million were recorded in cost of services and selling, general and administrative expenses, respectively. Charges for all periods presented were primarily recorded in the Company's DIS business. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITION | BUSINESS ACQUISITIONS On February 29, 2016, the Company completed the acquisition of the outreach laboratory service business of Clinical Laboratory Partners, LLC ("CLP"), a wholly-owned subsidiary of Hartford HealthCare Corporation, in an all-cash transaction for $135 million . CLP provides clinical testing services to physicians, hospitals, clinics and long-term care facilities in Connecticut. The assets acquired principally consist of $91 million of tax deductible goodwill and $43 million of customer-related intangible assets, which are being amortized over a useful life of 15 years. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of CLP with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. The acquired outreach laboratory service business of CLP is included in the Company's DIS business. For further details regarding business segment information, see Note 14. Supplemental pro forma combined financial information has not been presented as the impact of the CLP acquisition is not material to the Company's consolidated financial statements. For details regarding the Company's 2015 acquisitions, see Note 5 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. |
DISPOSITION AND HELD FOR SALE
DISPOSITION AND HELD FOR SALE | 3 Months Ended |
Mar. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |
DISPOSITION AND HELD FOR SALE | DISPOSITION AND HELD FOR SALE Planned Disposition of Focus Diagnostics Products On March 29, 2016, the Company entered into a definitive agreement to sell the assets of its non-core Focus Diagnostics Products business ("Focus Diagnostics") to DiaSorin S.p.A for $300 million in cash, subject to working capital adjustments. The transaction is expected to close in the second quarter of 2016, subject to customary regulatory and other closing conditions, and is expected to result in a pre-tax gain. The pre-tax gain is expected to be material to the Company's results of operations and cash flows and will be recorded in the period in which the transaction closes. As of March 31, 2016, the assets to be disposed of consist of $113 million of goodwill, $30 million of intangible assets, with the remaining $41 million consisting of accounts receivable, inventories and property, plant and equipment. The assets to be disposed of as part of the transaction are classified as current assets held for sale in the consolidated balance sheets as of both March 31, 2016 and December 31, 2015. The Focus Diagnostics products business is included in all other operating segments and has not been classified as a discontinued operation. For further details regarding business segment information, see Note 14. For details regarding the Company's 2015 dispositions and assets held for sale, see Note 6 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis: Basis of Fair Value Measurements Quoted Prices in Active Markets for Identical Assets / Liabilities Significant Other Observable Inputs Significant Unobservable Inputs March 31, 2016 Total Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 53 $ — $ 53 $ — Trading securities 48 48 — — Cash surrender value of life insurance policies 30 — 30 — Available-for-sale equity securities 6 6 — — Total $ 137 $ 54 $ 83 $ — Liabilities: Deferred compensation liabilities $ 85 $ — $ 85 $ — Contingent consideration 3 — — 3 Total $ 88 $ — $ 85 $ 3 December 31, 2015 Assets: Trading securities $ 49 $ 49 $ — $ — Cash surrender value of life insurance policies 29 — 29 — Interest rate swaps 23 — 23 — Available-for-sale equity securities 6 6 — — Total $ 107 $ 55 $ 52 $ — Liabilities: Deferred compensation liabilities $ 85 $ — $ 85 $ — Interest rate swaps 6 — 6 — Contingent consideration 3 — — 3 Total $ 94 $ — $ 91 $ 3 A full description regarding the Company's fair value measurements is contained in Note 7 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. The Company offers certain employees the opportunity to participate in non-qualified supplemental deferred compensation plans. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. Changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the trading securities. The Company offers certain employees the opportunity to participate in a non-qualified deferred compensation program. A participant's deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program's liability. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments. Changes in the fair value of the deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the deferred compensation obligations are classified within Level 2 because their inputs are derived principally from observable market data by correlation to the hypothetical investments. The fair value measurements of the Company's interest rate swaps are model-derived valuations as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present and future market conditions. Investment in available-for-sale equity securities represents an investment in registered shares of a publicly-held company. The Company's investment in available-for-sale equity securities is classified within Level 1 of the fair value hierarchy because the fair value is obtained from quoted prices in an active market. In April 2014, and as further detailed in Note 5 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K, the Company completed the acquisitions of Summit Health, Inc. ("Summit Health") and Steward Health Care Systems, LLC's laboratory outreach business ("Steward"). In connection with the acquisitions, the Company initially recorded an aggregate contingent consideration liability of $26 million . The contingent consideration liability was classified within Level 3 measured at fair value using a probability weighted and discounted cash flow method. These measurements are based on externally obtained inputs and management's probability assessments of the occurrence of triggering events, appropriately discounted considering the uncertainties associated with the obligations, as well as the likelihood of achieving financial targets. The initial probability estimate of the occurrence of such triggering events associated with the amounts the Company could be obligated to pay in future periods for both Summit and Steward was between 5% and 95% . The probability-weighted cash flows were then discounted using a discount rate of 1.5% to 2.8% . Based on actual 2015 results for Summit Health compared to the earn-out target included in the contingent consideration arrangement, no payment is required, and therefore, the fair value of the contingent consideration accrual associated with Summit Health was reduced to $0 in the second quarter of 2015. The remaining contingent consideration associated with Steward is projected to be paid out in three equal annual installments, with a maximum payout of $4 million. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. At March 31, 2016 and December 31, 2015 , the fair value of the Company’s debt was estimated at $4.0 billion and $3.7 billion , respectively. Principally all of the Company's debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates currently offered to the Company with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The changes in goodwill for the three months ended March 31, 2016 and for the year ended December 31, 2015 are as follows: March 31, December 31, Balance, beginning of period $ 5,905 $ 6,032 Goodwill acquired during the period 91 33 Reclassification to assets held for sale — (160 ) Balance, end of period $ 5,996 $ 5,905 Principally all of the Company’s goodwill as of March 31, 2016 and December 31, 2015 is associated with its DIS business. For the three months ended March 31, 2016 , goodwill acquired during the period was associated with the CLP acquisition (see Note 5). For the year ended December 31, 2015 , goodwill acquired was principally associated with the acquisition of MemorialCare Health System's laboratory outreach business and the acquisition of the business assets of Superior Mobile Medics, Inc. The reclassification to assets held for sale was principally associated with the contribution of the Company's clinical trials testing business to the Q 2 Solutions joint venture and the planned disposition of Focus Diagnostics (see Note 6). Intangible assets at March 31, 2016 and December 31, 2015 consisted of the following: Weighted Average Amortization Period (in years) March 31, 2016 December 31, 2015 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Customer-related 18 $ 977 $ (309 ) $ 668 $ 936 $ (296 ) $ 640 Non-compete agreements 6 6 (3 ) 3 6 (3 ) 3 Technology 18 93 (37 ) 56 93 (35 ) 58 Other 9 106 (61 ) 45 106 (59 ) 47 Total 18 1,182 (410 ) 772 1,141 (393 ) 748 Intangible assets not subject to amortization: Trade names 235 — 235 235 — 235 Other 1 — 1 1 — 1 Total intangible assets $ 1,418 $ (410 ) $ 1,008 $ 1,377 $ (393 ) $ 984 Amortization expense related to intangible assets was $19 million and $21 million for the three months ended March 31, 2016 and 2015 , respectively. The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2016 is as follows: Year Ending December 31, Remainder of 2016 $ 54 2017 69 2018 65 2019 65 2020 65 2021 58 Thereafter 396 Total $ 772 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instruments [Abstract] | |
DEBT | DEBT Long-Term Debt Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, Secured Receivables Credit Facility (1.20% at March 31, 2016) $ 410 $ — 3.20% Senior Notes due April 2016 150 150 2.70% Senior Notes due April 2019 300 300 4.75% Senior Notes due January 2020 526 522 2.50% Senior Notes due March 2020 299 299 4.70% Senior Notes due April 2021 566 554 4.25% Senior Notes due April 2024 324 313 3.50% Senior Notes due March 2025 609 601 6.95% Senior Notes due July 2037 174 247 5.75% Senior Notes due January 2040 244 368 4.70% Senior Notes due March 2045 300 300 Other 19 22 Debt issuance costs (23 ) (25 ) Total long-term debt 3,898 3,651 Less: Current portion of long-term debt 158 159 Total long-term debt, net of current portion $ 3,740 $ 3,492 Retirement of Debt In March 2016, the Company completed a cash tender offer to purchase up to $200 million aggregate principal amount of its 6.95% Senior Notes due July 2037 ("Senior Notes due 2037") and 5.75% Senior Notes due January 2040 ("Senior Notes due 2040"). The Company purchased $73 million of its Senior Notes due 2037 and $127 million of its Senior Notes due 2040. In March 2015, the Company completed a cash tender offer to purchase up to $250 million aggregate principal amount of its Senior Notes due 2037 and Senior Notes due 2040. The Company purchased $176 million of its Senior Notes due 2037 and $74 million of its Senior Notes due 2040. In connection with the March 2016 and 2015 cash tender offers, the Company recorded losses on retirement of debt, principally comprised of premiums paid, of $48 million and $79 million in other expense, net for the three months ended March 31, 2016 and 2015 , respectively. Maturities of Long-Term Debt As of March 31, 2016 , long-term debt matures as follows: Year Ending December 31, Remainder of 2016 $ 156 2017 416 2018 4 2019 302 2020 801 2021 550 Thereafter 1,625 Total maturities of long-term debt 3,854 Unamortized discount (12 ) Debt issuance costs (23 ) Fair value basis adjustments attributable to hedged debt 79 Total long-term debt 3,898 Less: Current portion of long-term debt 158 Total long-term debt, net of current portion $ 3,740 For further discussion regarding the Company's debt, see Note 13 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The Company uses derivative financial instruments to manage its exposure to market risks for changes in interest rates and, from time to time, foreign currencies. This strategy includes the use of interest rate swap agreements, forward starting interest rate swap agreements, treasury lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit-risk-related contingent features or requirements to post collateral. Interest Rate Risk The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate and variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has entered into interest rate swaps. Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net. Interest Rate Derivatives – Cash Flow Hedges From time to time, the Company has entered into various interest rate lock agreements and forward starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates. During the fourth quarter of 2013 and first quarter of 2014, the Company entered into various forward starting interest rate swap agreements for an aggregate notional amount of $150 million which were accounted for as cash flow hedges. In connection with the issuance of the 2015 senior notes offering, all of these agreements were settled and the Company paid $17 million . These losses are deferred in stockholders’ equity, net of income taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over the term of the Senior Notes due 2025. In March 2015, the Company entered into interest rate lock agreements with several financial institutions for a total notional amount of $350 million which were accounted for as cash flow hedges. These agreements were entered into to hedge a portion of the Company’s interest rate exposure associated with variability in future cash flows attributable to changes in the five-year, ten-year and thirty-year treasury rates related to the planned debt issuance in 2015. In connection with the 2015 senior notes offering, these agreements were settled and the Company received $3 million . These gains are deferred in stockholders’ equity, net of income taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over the term of the respective senior notes. The total net loss, net of taxes, recognized in accumulated other comprehensive loss, related to the Company's cash flow hedges as of March 31, 2016 and December 31, 2015 was $11 million and $12 million , respectively. The loss recognized on the Company's cash flow hedges for the three months ended March 31, 2016 and 2015 , as a result of ineffectiveness, was not material. The net amount of deferred losses on cash flow hedges that is expected to be reclassified from accumulated other comprehensive loss into interest expense, net within the next twelve months is $3 million . Interest Rate Derivatives – Fair Value Hedges The Company maintains various fixed-to-variable interest rate swaps to convert a portion of the Company's long-term debt into variable interest rate debt. A summary of the notional amounts of these interest rate swaps as of March 31, 2016 and December 31, 2015 is as follows: Notional Amount Debt Instrument Floating Rate Paid by the Company March 31, 2016 December 31, 2015 4.75% Senior Notes due January 2020 One-month LIBOR plus a 3.6% spread 350 350 4.70% Senior Notes due April 2021 One-month LIBOR plus a 2.45% to 3.39% spread 400 400 4.25% Senior Notes due April 2024 One-month LIBOR plus a 1.54% to 1.59% spread 250 250 3.50% Senior Notes due March 2025 One-month LIBOR plus a 1.44% spread 200 200 $ 1,200 $ 1,200 Since inception, the fair value hedges have been effective or highly effective; therefore, there is no impact on earnings for the three months ended March 31, 2016 and 2015 as a result of hedge ineffectiveness. Interest Rate Derivatives - Economic Hedges In March 2016, in connection with the retirement of debt discussed in Note 9, the Company entered into reverse interest rate lock agreements with several financial institutions which were not designated for hedge accounting. The Company entered into these agreements to hedge the variability in cash flows associated with $75 million of the $200 million principal amount of debt that was retired in the first quarter of 2016. These agreements were settled during the first quarter of 2016 which resulted in a gain of $1 million which was recognized in other expense, net. In March 2015, in connection with the 2015 retirement of debt discussed in Note 9, the Company entered into reverse interest rate lock agreements with several financial institutions which were not designated for hedge accounting. The Company entered into these agreements to hedge the variability in cash flows associated with $280 million of the $1.3 billion principal amount of debt that was retired in the first and second quarters of 2015. Certain of these agreements were settled during the first quarter of 2015, which resulted in a gain of $3 million which was recognized in other expense, net. A summary of the fair values of derivative instruments in the consolidated balance sheets is stated in the table below: March 31, 2016 December 31, 2015 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Derivatives Designated as Hedging Instruments Asset Derivatives: Interest rate swaps Other assets $ 53 Other assets $ 23 Liability Derivatives: Interest rate swaps — Other liabilities 6 Total Net Derivatives Assets $ 53 $ 17 A full description regarding the Company's use of derivative financial instruments is contained in Note 14 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. |
STOCKHOLDERS_ EQUITY AND REDEEM
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST | STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST Stockholders' Equity Components of Comprehensive Income The market value adjustments represent unrealized holding gains (losses) on available-for-sale securities, net of taxes. The net deferred loss on cash flow hedges represents deferred losses, net of taxes on the Company’s interest rate related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Note 10). For the three months ended March 31, 2016 and 2015 , the tax effects related to the market valuation adjustments and deferred losses were not material. Foreign currency translation adjustments are not adjusted for income taxes since they relate to indefinite investments in non-U.S. subsidiaries. Dividend Program During the first quarter of 2016 , the Company's Board of Directors declared a quarterly cash dividend of $0.40 per common share. During each of the quarters of 2015 , the Company's Board of Directors declared a quarterly cash dividend of $0.38 per common share. Share Repurchase Program At March 31, 2016 , $857 million remained available under the Company’s share repurchase authorizations. The share repurchase authorization has no set expiration or termination date. Shares Reissued from Treasury Stock For the three months ended March 31, 2016 and 2015 , the Company reissued 0.2 million shares and 0.7 million shares, respectively, from treasury stock for employee benefit plans. Redeemable Noncontrolling Interest In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. In 2015, the Company received consideration of $68 million , including $50 million associated with the call option exercise price. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. The Company will record changes in the fair value of the noncontrolling interest immediately as they occur. At March 31, 2016 , the redeemable noncontrolling interest was $72 million and was presented at its fair value. |
SUPPLEMENTAL CASH FLOW & OTHER
SUPPLEMENTAL CASH FLOW & OTHER DATA | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW & OTHER DATA | SUPPLEMENTAL CASH FLOW & OTHER DATA Supplemental cash flow and other data for the three months ended March 31, 2016 and 2015 is as follows: Three Months Ended March 31, 2016 2015 Depreciation expense $ 43 $ 57 Amortization expense 19 21 Depreciation and amortization expense $ 62 $ 78 Interest expense $ (36 ) $ (45 ) Interest paid $ 53 $ 54 Income taxes paid 4 19 Accounts payable associated with capital expenditures 13 11 Dividends payable $ 57 $ 55 Businesses acquired: Fair value of assets acquired $ 135 $ — Fair value of liabilities assumed — — Fair value of net assets acquired 135 — Merger consideration paid (payable), net — — Cash paid for business acquisitions 135 — Less: Cash acquired — — Business acquisitions, net of cash acquired $ 135 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Letters of Credit The Company can issue letters of credit totaling $100 million under its secured receivables credit facility and $150 million under its senior unsecured revolving credit facility. For further discussion regarding the Company's secured receivables credit facility and senior unsecured revolving credit facility, see Note 13 to the consolidated financial statements in the Company's 2015 Annual Report on Form 10-K. In support of its risk management program, to ensure the Company’s performance or payment to third parties, $68 million in letters of credit, principally under the secured receivables credit facility, were outstanding at March 31, 2016 . The letters of credit primarily represent collateral for current and future automobile liability and workers’ compensation loss payments. Contingent Lease Obligations The Company remains subject to contingent obligations under certain real estate leases that were entered into by certain predecessor companies of a subsidiary prior to the Company's acquisition of the subsidiary. No liability has been recorded for any of these potential contingent obligations. For further details, see Note 17 to the consolidated financial statements in the Company’s 2015 Annual Report on Form 10-K. Legal Matters The Company is involved in various legal proceedings. Some of the proceedings against the Company involve claims that could be substantial in amount. In addition to the matters described below, in the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with the Company's activities as a provider of diagnostic testing, information and services. These legal actions may include lawsuits alleging negligence or other similar legal claims. These actions could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages, and could have an adverse impact on the Company's client base and reputation. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental agencies regarding the Company's business, including, among other matters, operational matters, which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The number of these reviews, investigations and proceedings has increased in recent years with regard to many firms in the healthcare services industry, including the Company. In June 2010, the Company received a subpoena from the Florida Attorney General's Office seeking documents relating to the Company's pricing and billing practices as they relate to Florida’s Medicaid program. The Company cooperated with the requests. In November 2013, the State of Florida intervened as a plaintiff in a civil lawsuit, Florida ex rel. Hunter Laboratories LLC v. Quest Diagnostics Incorporated, et al. , filed in Florida Circuit Court. The suit, originally filed by a competitor laboratory, alleges that the Company overcharged Florida’s Medicaid program. The Company's motion to dismiss the state's amended complaint was denied. In April 2015, a qui tam civil lawsuit entitled United States ex rel. Mayes v. Berkeley HeartLab, Inc. , et al., filed in the U.S. District Court for the District of South Carolina, was unsealed. The complaint alleges that certain alleged business practices of the defendants violated the False Claims Act, and seeks monetary relief. The United States intervened as a plaintiff as to Berkeley HeartLab, Inc., a subsidiary of the Company and filed a complaint in intervention; the United States did not intervene as a plaintiff as to Quest Diagnostics Incorporated. The federal or state governments may bring claims based on the Company's current practices, which it believes are lawful. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of government or private payers. The Company is aware of lawsuits, and from time to time has received subpoenas, related to billing practices based on the qui tam provisions of the Civil False Claims Act or other federal and state statutes, regulations or other laws. The Company understands that there may be other pending qui tam claims brought by former employees or other "whistle blowers" as to which the Company cannot determine the extent of any potential liability. Management cannot predict the outcome of such matters. Although management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company's financial condition, given the high degree of judgment involved in establishing loss estimates related to these types of matters, the outcome of such matters may be material to the Company's results of operations or cash flows in the period in which the impact of such matters is determined or paid. These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of March 31, 2016 , the Company does not believe that material losses related to the legal matters described above are probable. While the Company believes that a reasonable possibility exists that losses may have been incurred related to the legal matters described above for which an accrual has not been recorded, based on the nature and status of these matters, potential losses, if any, cannot be estimated. Reserves for Legal Matters Reserves for legal matters, other than those described above, totaled $3 million and $9 million at March 31, 2016 and December 31, 2015 , respectively. Reserves for General and Professional Liability Claims As a general matter, providers of clinical 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 coverages for, among other things, claims that could result from providing, or failing to provide, clinical 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. Reserves for such matters, including those associated with both asserted and incurred but not reported claims, are established by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $129 million and $124 million at March 31, 2016 and December 31, 2015 , respectively. Management believes that established reserves and present insurance coverage are sufficient to cover currently estimated exposures. Management cannot predict the outcome of any claims made against the Company. Although 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 condition, given the high degree of judgment involved in establishing accruals for loss estimates related to these types of matters, the outcome may be material to the Company's results of operations or cash flows in the period in which the impact of such claims is determined or paid. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION The Company's DIS business provides insights through clinical testing and related services to patients, physicians, hospitals, ACOs, IDNs, health plans, employers and others. The Company is the world's leading provider of diagnostic information services, which includes providing clinical testing services such as routine (including drugs-of-abuse) testing, gene-based and esoteric testing, and anatomic pathology services, as well as related services and insights. The DIS business accounted for greater than 90% of net revenues in 2016 and 2015 . All other operating segments include the Company's DS businesses, which consists of its risk assessment services, diagnostic products (see Note 6 regarding the planned disposition of Focus Diagnostics), healthcare information technology and clinical trials testing (prior to July 1, 2015) businesses. The Company's DS businesses offer a variety of solutions for life insurers, healthcare providers and others. In addition to the planned disposition of Focus Diagnostics, the Company is winding down its Celera Products business, which did not have a material impact on the Company's consolidated financial statements. At March 31, 2016 , substantially all of the Company’s services are provided within the United States, and substantially all of the Company’s assets are located within the United States. The following table is a summary of segment information for the three months ended March 31, 2016 and 2015 . Segment asset information is not presented since it is not used by the chief operating decision maker at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangibles assets, other operating income and expenses net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the consolidated financial statements contained in the Company’s 2015 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements. Three Months Ended March 31, 2016 2015 Net revenues: DIS business $ 1,756 $ 1,692 All other operating segments 107 147 Total net revenues $ 1,863 $ 1,839 Operating earnings (loss): DIS business $ 278 $ 242 All other operating segments 21 26 General corporate activities (42 ) (40 ) Total operating income 257 228 Non-operating expenses, net (85 ) (123 ) Income before income taxes and equity in earnings of equity method investees 172 105 Income tax expense (68 ) (42 ) Equity in earnings of equity method investees, net of taxes 10 7 Net income 114 70 Less: Net income attributable to noncontrolling interests 12 9 Net income attributable to Quest Diagnostics $ 102 $ 61 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTIES The Company's equity method investees primarily consist of its clinical trials central laboratory services joint venture and its diagnostic information services joint ventures, which are accounted for under the equity method of accounting. During the three months ended March 31, 2016 and 2015 , the Company recognized net revenues of $8 million and $7 million , respectively, associated with diagnostic information services provided to its equity method investees. As of March 31, 2016 and December 31, 2015 , there was $6 million and $5 million , respectively, of accounts receivable from equity method investees related to such services. During the three months ended March 31, 2016 and 2015 , the Company recognized income of $5 million and $2 million , respectively, associated with the performance of certain corporate services, including transition services, for its equity method investees, classified within selling, general and administrative expenses. As of March 31, 2016 and December 31, 2015 , there was $15 million and $32 million , respectively, of other receivables from equity method investees included in prepaid expenses and other current assets related to these service agreements and other transition related items. In addition, accounts payable and accrued expenses as of March 31, 2016 and December 31, 2015 included $11 million and $9 million , respectively, due to equity method investees. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2015 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2015 , but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”). |
Reclassifications | Prior to the Company's clinical trials central laboratory services joint venture, Q 2 Solutions, the earnings of the Company's equity method investees consisted of earnings that were not directly taxable to the investees, in which case it was appropriate to present equity in earnings of equity method investees before income tax expense on the consolidated statements of operations. The earnings of Q 2 Solutions, which closed on July 1, 2015, includes earnings that are directly taxable to the joint venture. As a result of the Q 2 Solutions transaction, the current period presentation of equity in earnings of equity method investees is required to be presented below income tax expense on the consolidated statements of operations. The Company's equity in earnings of equity method investees on the consolidated statements of operations for the three months ended March 31, 2015 has been reclassified to conform with the current period presentation. |
Use Of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Earnings Per Share | The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income, adjusted for earnings allocated to participating securities, by the weighted average number of 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 outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Non-Employee Director Long-Term Incentive Plan. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities. |
Property, Plant and Equipment | In connection with the Company’s annual review of the estimated useful lives of its property, plant and equipment completed during the first quarter of 2016, the Company revised the estimated useful lives of certain classes of its property, plant and equipment. In order to better reflect the Company's current expectations regarding the use of its assets, the recent operational improvements from its Invigorate program and considering historical and other data, the Company revised the estimated useful lives of its laboratory equipment from a range of five to seven years to a range of seven to ten years, furniture and fixtures from a range of three to seven years to a range of five to twelve years and computer software obtained for internal use from three years to five years. The change in estimated useful lives was accounted for prospectively as a change in accounting estimate effective in the first quarter of 2016. The impact of this change during the first quarter of 2016 was a decrease in depreciation expense and an increase in operating income of $10 million and an increase in net income of $6 million , or $0.04 per share on a basic and diluted basis. The full year impact for 2016 is expected to be a decrease in depreciation expense and an increase in operating income of $36 million and an increase in net income of $22 million , or $0.16 per share on a basic and diluted basis. |
New Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") on revenue recognition. This ASU outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. This standard supersedes existing revenue recognition requirements and eliminates most industry-specific guidance from GAAP. The core principle of the revenue recognition standard is to require an entity to recognize as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods or services as it transfers control to its customers. The standard requires additional disclosures including those that are qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of this ASU to the first quarter of 2018, with early adoption permitted beginning in the first quarter of 2017. The ASU can be applied using a full retrospective method or a modified retrospective method of adoption. The Company is currently assessing the impact of the adoption of this ASU on the Company’s results of operations, financial position and cash flows. On January 1, 2016, the Company adopted a new accounting standard issued by the FASB which makes targeted amendments to the current consolidation guidance for variable interest entities and limited partnerships and similar entities. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. On January 1, 2016, the Company prospectively adopted a new accounting standard issued by the FASB which provides guidance in determining whether a cloud computing arrangement includes a software license. If it is determined that a cloud computing arrangement does include a software license, the software element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. On January 1, 2016, the Company prospectively adopted a new accounting standard issued by the FASB which requires that an acquirer recognize adjustments to provisional amounts in a business combination that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed at the acquisition date. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. During the first quarter of 2016, the Company prospectively adopted a new accounting standard issued by the FASB that clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The adoption of this standard did not have a material impact on the Company's results of operations, financial position and cash flows. In January 2016, the FASB issued an ASU on the recognition and measurement of financial assets and financial liabilities. This ASU requires that all equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net income. However, companies may elect to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. In addition, the ASU eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. The ASU is effective for the Company in the first quarter of 2018. The Company does not expect the adoption of this ASU to have a material impact on its results of operations, financial position and cash flows. In February 2016, the FASB issued an ASU that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities for most leases on its balance sheet but will recognize expense on its statement of operations similar to current lease accounting. The ASU is effective for the Company in the first quarter of 2019 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition approach, and provides for certain practical expedients. The adoption of this ASU will result in a significant increase to the Company’s balance sheet for lease liabilities and right-of-use assets, which has not yet been quantified. The Company is currently evaluating this and the other effects of adoption of this ASU on its consolidated financial statements. In March 2016, the FASB issued an ASU that simplifies the transition to the equity method of accounting by requiring adoption as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence, no retroactive adjustment of the investment is required. The ASU is effective for the Company in the first quarter of 2017 with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its results of operations, financial position and cash flows. In March 2016, the FASB issued an ASU that simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and accounting for forfeitures. The ASU is effective for the Company in the first quarter of 2017 with early adoption permitted. The Company is currently evaluating the guidance to determine the Company's adoption method and the effect it will have on its results of operations, financial position and cash flows. |
Derivative Financial Instruments | The Company uses derivative financial instruments to manage its exposure to market risks for changes in interest rates and, from time to time, foreign currencies. This strategy includes the use of interest rate swap agreements, forward starting interest rate swap agreements, treasury lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit-risk-related contingent features or requirements to post collateral. |
Interest Rate Risk | The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate and variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has entered into interest rate swaps. Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted earnings per common share was as follows: Three Months Ended March 31, 2016 2015 Amounts attributable to Quest Diagnostics’ stockholders: Net income attributable to Quest Diagnostics $ 102 $ 61 Less: Earnings allocated to participating securities — — Earnings available to Quest Diagnostics’ common stockholders – basic and diluted $ 102 $ 61 Weighted average common shares outstanding – basic 143 144 Effect of dilutive securities: Stock options and performance share units 1 2 Weighted average common shares outstanding – diluted 144 146 Earnings per share attributable to Quest Diagnostics’ common stockholders: Basic $ 0.71 $ 0.42 Diluted $ 0.70 $ 0.42 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect: Three Months Ended March 31, 2016 2015 Stock options and performance share units 3 1 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Pre-Tax Restructuring and Integration Charges | The following table provides a summary of the Company's pre-tax restructuring charges for the three months ended March 31, 2016 and 2015 : Three Months Ended March 31, 2016 2015 Employee separation costs $ 3 $ 15 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs | The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis: Basis of Fair Value Measurements Quoted Prices in Active Markets for Identical Assets / Liabilities Significant Other Observable Inputs Significant Unobservable Inputs March 31, 2016 Total Level 1 Level 2 Level 3 Assets: Interest rate swaps $ 53 $ — $ 53 $ — Trading securities 48 48 — — Cash surrender value of life insurance policies 30 — 30 — Available-for-sale equity securities 6 6 — — Total $ 137 $ 54 $ 83 $ — Liabilities: Deferred compensation liabilities $ 85 $ — $ 85 $ — Contingent consideration 3 — — 3 Total $ 88 $ — $ 85 $ 3 December 31, 2015 Assets: Trading securities $ 49 $ 49 $ — $ — Cash surrender value of life insurance policies 29 — 29 — Interest rate swaps 23 — 23 — Available-for-sale equity securities 6 6 — — Total $ 107 $ 55 $ 52 $ — Liabilities: Deferred compensation liabilities $ 85 $ — $ 85 $ — Interest rate swaps 6 — 6 — Contingent consideration 3 — — 3 Total $ 94 $ — $ 91 $ 3 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill, Net | The changes in goodwill for the three months ended March 31, 2016 and for the year ended December 31, 2015 are as follows: March 31, December 31, Balance, beginning of period $ 5,905 $ 6,032 Goodwill acquired during the period 91 33 Reclassification to assets held for sale — (160 ) Balance, end of period $ 5,996 $ 5,905 |
Intangible Assets Excluding Goodwill | Intangible assets at March 31, 2016 and December 31, 2015 consisted of the following: Weighted Average Amortization Period (in years) March 31, 2016 December 31, 2015 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Customer-related 18 $ 977 $ (309 ) $ 668 $ 936 $ (296 ) $ 640 Non-compete agreements 6 6 (3 ) 3 6 (3 ) 3 Technology 18 93 (37 ) 56 93 (35 ) 58 Other 9 106 (61 ) 45 106 (59 ) 47 Total 18 1,182 (410 ) 772 1,141 (393 ) 748 Intangible assets not subject to amortization: Trade names 235 — 235 235 — 235 Other 1 — 1 1 — 1 Total intangible assets $ 1,418 $ (410 ) $ 1,008 $ 1,377 $ (393 ) $ 984 |
Future Amortization Expense Intangible Assets | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of March 31, 2016 is as follows: Year Ending December 31, Remainder of 2016 $ 54 2017 69 2018 65 2019 65 2020 65 2021 58 Thereafter 396 Total $ 772 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Instruments [Abstract] | |
Long-term Debt | Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, Secured Receivables Credit Facility (1.20% at March 31, 2016) $ 410 $ — 3.20% Senior Notes due April 2016 150 150 2.70% Senior Notes due April 2019 300 300 4.75% Senior Notes due January 2020 526 522 2.50% Senior Notes due March 2020 299 299 4.70% Senior Notes due April 2021 566 554 4.25% Senior Notes due April 2024 324 313 3.50% Senior Notes due March 2025 609 601 6.95% Senior Notes due July 2037 174 247 5.75% Senior Notes due January 2040 244 368 4.70% Senior Notes due March 2045 300 300 Other 19 22 Debt issuance costs (23 ) (25 ) Total long-term debt 3,898 3,651 Less: Current portion of long-term debt 158 159 Total long-term debt, net of current portion $ 3,740 $ 3,492 |
Schedule of Maturities of Long-term Debt | As of March 31, 2016 , long-term debt matures as follows: Year Ending December 31, Remainder of 2016 $ 156 2017 416 2018 4 2019 302 2020 801 2021 550 Thereafter 1,625 Total maturities of long-term debt 3,854 Unamortized discount (12 ) Debt issuance costs (23 ) Fair value basis adjustments attributable to hedged debt 79 Total long-term debt 3,898 Less: Current portion of long-term debt 158 Total long-term debt, net of current portion $ 3,740 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | A summary of the notional amounts of these interest rate swaps as of March 31, 2016 and December 31, 2015 is as follows: Notional Amount Debt Instrument Floating Rate Paid by the Company March 31, 2016 December 31, 2015 4.75% Senior Notes due January 2020 One-month LIBOR plus a 3.6% spread 350 350 4.70% Senior Notes due April 2021 One-month LIBOR plus a 2.45% to 3.39% spread 400 400 4.25% Senior Notes due April 2024 One-month LIBOR plus a 1.54% to 1.59% spread 250 250 3.50% Senior Notes due March 2025 One-month LIBOR plus a 1.44% spread 200 200 $ 1,200 $ 1,200 |
Schedule of the fair values of derivative instruments | A summary of the fair values of derivative instruments in the consolidated balance sheets is stated in the table below: March 31, 2016 December 31, 2015 Balance Sheet Classification Fair Value Balance Sheet Classification Fair Value Derivatives Designated as Hedging Instruments Asset Derivatives: Interest rate swaps Other assets $ 53 Other assets $ 23 Liability Derivatives: Interest rate swaps — Other liabilities 6 Total Net Derivatives Assets $ 53 $ 17 |
SUPPLEMENTAL CASH FLOW & OTHE30
SUPPLEMENTAL CASH FLOW & OTHER DATA (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow and Other Data | Supplemental cash flow and other data for the three months ended March 31, 2016 and 2015 is as follows: Three Months Ended March 31, 2016 2015 Depreciation expense $ 43 $ 57 Amortization expense 19 21 Depreciation and amortization expense $ 62 $ 78 Interest expense $ (36 ) $ (45 ) Interest paid $ 53 $ 54 Income taxes paid 4 19 Accounts payable associated with capital expenditures 13 11 Dividends payable $ 57 $ 55 Businesses acquired: Fair value of assets acquired $ 135 $ — Fair value of liabilities assumed — — Fair value of net assets acquired 135 — Merger consideration paid (payable), net — — Cash paid for business acquisitions 135 — Less: Cash acquired — — Business acquisitions, net of cash acquired $ 135 $ — |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information by Segment | The following table is a summary of segment information for the three months ended March 31, 2016 and 2015 . Segment asset information is not presented since it is not used by the chief operating decision maker at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangibles assets, other operating income and expenses net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the consolidated financial statements contained in the Company’s 2015 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements. Three Months Ended March 31, 2016 2015 Net revenues: DIS business $ 1,756 $ 1,692 All other operating segments 107 147 Total net revenues $ 1,863 $ 1,839 Operating earnings (loss): DIS business $ 278 $ 242 All other operating segments 21 26 General corporate activities (42 ) (40 ) Total operating income 257 228 Non-operating expenses, net (85 ) (123 ) Income before income taxes and equity in earnings of equity method investees 172 105 Income tax expense (68 ) (42 ) Equity in earnings of equity method investees, net of taxes 10 7 Net income 114 70 Less: Net income attributable to noncontrolling interests 12 9 Net income attributable to Quest Diagnostics $ 102 $ 61 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in Accounting Estimate [Line Items] | ||||
Operating income | $ 257 | $ 228 | ||
Net income | 114 | $ 70 | ||
Property, plant and Equipment, Service Life [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Operating income | 10 | |||
Net income | $ 6 | |||
Earnings per share, basic and diluted (in dollars per share) | $ 0.04 | |||
Property, plant and Equipment, Service Life [Member] | Scenario, Forecast [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Operating income | $ 36 | |||
Net income | $ 22 | |||
Earnings per share, basic and diluted (in dollars per share) | $ 0.16 | |||
Computer Software [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Useful life | 5 years | 3 years | ||
Minimum [Member] | Laboratory Equipment [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Useful life | 7 years | 5 years | ||
Minimum [Member] | Furniture and Fixtures [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Useful life | 5 years | 3 years | ||
Maximum [Member] | Laboratory Equipment [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Useful life | 10 years | 7 years | ||
Maximum [Member] | Furniture and Fixtures [Member] | ||||
Change in Accounting Estimate [Line Items] | ||||
Useful life | 12 years | 7 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net income attributable to Quest Diagnostics | $ 102 | $ 61 |
Less: Earnings allocated to participating securities | 0 | 0 |
Earnings available to Quest Diagnostics' common stockholders - basic and diluted | $ 102 | $ 61 |
Weighted average common shares outstanding - basic | 143 | 144 |
Stock options and performance share units | 1 | 2 |
Weighted average common shares outstanding - diluted | 144 | 146 |
Basic (per share) | $ 0.71 | $ 0.42 |
Diluted (per share) | $ 0.70 | $ 0.42 |
Stock options and performance share units not included due to their antidilutive effect | 3 | 1 |
RESTRUCTURING ACTIVITIES (Narra
RESTRUCTURING ACTIVITIES (Narrative) (Details) - Invigorate Program [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cost of Revenue [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1 | $ 13 |
Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 2 | $ 2 |
RESTRUCTURING ACTIVITIES (Pre-T
RESTRUCTURING ACTIVITIES (Pre-Tax Restructuring and Integration Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Invigorate Program [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Employee separation costs | $ 3 | $ 15 |
BUSINESS ACQUISITION (Narrative
BUSINESS ACQUISITION (Narrative) (Details) - USD ($) $ in Millions | Feb. 29, 2016 | Mar. 31, 2016 |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets, useful life | 18 years | |
Clinical Laboratory Partners, LLC (CLP) [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid for acquisition | $ 135 | |
Goodwill, expected tax deductible amount | 91 | |
Clinical Laboratory Partners, LLC (CLP) [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 43 | |
Intangible assets, useful life | 15 years |
DISPOSITION AND HELD FOR SALE (
DISPOSITION AND HELD FOR SALE (Details) - Focus Diagnostics Products [Member] - Disposal Group, Held-for-sale, Not Discontinued Operations [Member] - USD ($) $ in Millions | Mar. 31, 2016 | Mar. 29, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration | $ 300 | |
Goodwill | $ 113 | |
Intangible assets | 30 | |
Other assets | $ 41 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) | Apr. 18, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Fair Value Disclosures [Abstract] | ||||
Fair value of debt | $ 4,000,000,000 | $ 3,700,000,000 | ||
Business Acquisition [Line Items] | ||||
Contingent consideration, liability | $ 26,000,000 | |||
Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value inputs, probability of occurrence | 5.00% | |||
Discount rate | 1.50% | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value inputs, probability of occurrence | 95.00% | |||
Discount rate | 2.80% | |||
Summit Health, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, liability | $ 0 | |||
Steward Health Care Systems, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration value high | $ 4,000,000 |
FAIR VALUE MEASUREMENTS (Recogn
FAIR VALUE MEASUREMENTS (Recognized Assets and Liabilities at Fair Value) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Apr. 18, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration | $ 26 | ||
Recurring Basis [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Trading securities | $ 48 | $ 49 | |
Cash surrender value of life insurance policies | 30 | 29 | |
Available-for-sale equity securities | 6 | 6 | |
Total assets | 137 | 107 | |
Deferred compensation liabilities | 85 | 85 | |
Contingent consideration | 3 | 3 | |
Total liabilities | 88 | 94 | |
Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets / Liabilities, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Trading securities | 48 | 49 | |
Cash surrender value of life insurance policies | 0 | 0 | |
Available-for-sale equity securities | 6 | 6 | |
Total assets | 54 | 55 | |
Deferred compensation liabilities | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Total liabilities | 0 | 0 | |
Recurring Basis [Member] | Significant Other Observable Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Trading securities | 0 | 0 | |
Cash surrender value of life insurance policies | 30 | 29 | |
Available-for-sale equity securities | 0 | 0 | |
Total assets | 83 | 52 | |
Deferred compensation liabilities | 85 | 85 | |
Contingent consideration | 0 | 0 | |
Total liabilities | 85 | 91 | |
Recurring Basis [Member] | Significant Unobservable Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Trading securities | 0 | 0 | |
Cash surrender value of life insurance policies | 0 | 0 | |
Available-for-sale equity securities | 0 | 0 | |
Total assets | 0 | ||
Deferred compensation liabilities | 0 | 0 | |
Contingent consideration | 3 | 3 | |
Total liabilities | 3 | 3 | |
Recurring Basis [Member] | Interest Rate Swaps [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative asset | 53 | 23 | |
Derivative instruments, liabilities | 6 | ||
Recurring Basis [Member] | Interest Rate Swaps [Member] | Quoted Prices in Active Markets for Identical Assets / Liabilities, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative asset | 0 | 0 | |
Derivative instruments, liabilities | 0 | ||
Recurring Basis [Member] | Interest Rate Swaps [Member] | Significant Other Observable Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative asset | 53 | 23 | |
Derivative instruments, liabilities | 6 | ||
Recurring Basis [Member] | Interest Rate Swaps [Member] | Significant Unobservable Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative asset | $ 0 | 0 | |
Derivative instruments, liabilities | $ 0 |
GOODWILL AND INTANGIBLE ASSET40
GOODWILL AND INTANGIBLE ASSETS (Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill, Balance at beginning of period | $ 5,905 | $ 6,032 |
Goodwill acquired during the period | 91 | 33 |
Reclassification to assets held for sale | 0 | (160) |
Goodwill, Balance at end of period | $ 5,996 | $ 5,905 |
GOODWILL AND INTANGIBLE ASSET41
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, Cost | $ 1,418 | $ 1,377 | |
Intangible assets, Accumulated Amortization | (410) | (393) | |
Amortizing intangible assets, Net | 1,008 | 984 | |
Amortization expense | 19 | $ 21 | |
Remainder of 2016 | 54 | ||
Future Amortization Expense, 2017 | 69 | ||
Future Amortization Expense, 2018 | 65 | ||
Future Amortization Expense, 2019 | 65 | ||
Future Amortization Expense, 2020 | 65 | ||
Future Amortization Expense, 2021 | 58 | ||
Future Amortization Expense, Thereafter | 396 | ||
Future Amortization Expense, Total | 772 | ||
Intangible Assets Not Subject to Amortization - Tradenames [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, Cost | 235 | 235 | |
Amortizing intangible assets, Net | 235 | 235 | |
Intangible Assets Not Subject to Amortization - Other [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, Cost | 1 | 1 | |
Amortizing intangible assets, Net | $ 1 | 1 | |
Customer-related intangibles [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 18 years | ||
Intangible assets, Cost | $ 977 | 936 | |
Intangible assets, Accumulated Amortization | (309) | (296) | |
Amortizing intangible assets, Net | $ 668 | 640 | |
Noncompete Agreements [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 6 years | ||
Intangible assets, Cost | $ 6 | 6 | |
Intangible assets, Accumulated Amortization | (3) | (3) | |
Amortizing intangible assets, Net | $ 3 | 3 | |
Technology [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 18 years | ||
Intangible assets, Cost | $ 93 | 93 | |
Intangible assets, Accumulated Amortization | (37) | (35) | |
Amortizing intangible assets, Net | $ 56 | 58 | |
Other [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 9 years | ||
Intangible assets, Cost | $ 106 | 106 | |
Intangible assets, Accumulated Amortization | (61) | (59) | |
Amortizing intangible assets, Net | $ 45 | 47 | |
Total Amortizing Intangible Assets [Member] | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 18 years | ||
Intangible assets, Cost | $ 1,182 | 1,141 | |
Intangible assets, Accumulated Amortization | (410) | (393) | |
Amortizing intangible assets, Net | $ 772 | $ 748 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Other Expense [Member] | ||||
Debt Instrument [Line Items] | ||||
Pre tax losses on extinguishment of debt | $ 48 | $ 79 | ||
6.95% Senior Notes due July 2037 and 5.75% Senior Notes due January 2040 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | $ 200 | $ 250 | ||
6.95% Senior Notes Due 2037 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | 73 | 176 | ||
5.75% Senior Notes Due 2040 [Member] | ||||
Debt Instrument [Line Items] | ||||
Extinguishment of debt, amount | $ 127 | $ 74 |
DEBT (Long-Term Debt) (Details)
DEBT (Long-Term Debt) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,898 | $ 3,651 |
Debt issuance costs | (23) | (25) |
Less: Current portion of long-term debt | 158 | 159 |
Total long-term debt, net of current portion | 3,740 | 3,492 |
3.20% Senior Notes Due 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 150 | 150 |
Debt instrument, interest rate | 3.20% | |
Debt instrument, maturity date | Apr. 1, 2016 | |
2.70% Senior Notes due April 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 300 | 300 |
Debt instrument, interest rate | 2.70% | |
Debt instrument, maturity date | Apr. 1, 2019 | |
4.75% Senior Notes due January 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 526 | 522 |
Debt instrument, interest rate | 4.75% | |
Debt instrument, maturity date | Jan. 30, 2020 | |
2.50% Senior Notes due March 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 299 | 299 |
Debt instrument, interest rate | 2.50% | |
Debt instrument, maturity date | Mar. 30, 2020 | |
4.70% Senior Notes Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 566 | 554 |
Debt instrument, interest rate | 4.70% | |
Debt instrument, maturity date | Apr. 1, 2021 | |
4.25% Senior Notes due April 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 324 | 313 |
Debt instrument, interest rate | 4.25% | |
Debt instrument, maturity date | Apr. 1, 2024 | |
3.50% Senior Notes due March 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 609 | 601 |
Debt instrument, interest rate | 3.50% | |
Debt instrument, maturity date | Mar. 30, 2025 | |
6.95% Senior Notes Due 2037 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 174 | 247 |
Debt instrument, interest rate | 6.95% | |
Debt instrument, maturity date | Jul. 1, 2037 | |
5.75% Senior Notes Due 2040 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 244 | 368 |
Debt instrument, interest rate | 5.75% | |
Debt instrument, maturity date | Jan. 30, 2040 | |
4.70% Senior Notes due March 2045 [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 300 | 300 |
Debt instrument, interest rate | 4.70% | |
Debt instrument, maturity date | Mar. 30, 2045 | |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Other | $ 19 | 22 |
Secured Receivables Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 410 | $ 0 |
Debt instrument, interest rate | 1.20% |
DEBT (Maturities of Long-Term D
DEBT (Maturities of Long-Term Debt) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instruments [Abstract] | ||
Remainder of 2016 | $ 156 | |
2,017 | 416 | |
2,018 | 4 | |
2,019 | 302 | |
2,020 | 801 | |
2,021 | 550 | |
Thereafter | 1,625 | |
Total maturities of debt | 3,854 | |
Unamortized discount | (12) | |
Debt issuance costs | (23) | $ (25) |
Fair value basis adjustments attributable to hedged debt | 79 | |
Total long-term debt | 3,898 | 3,651 |
Less: Current portion of long-term debt | 158 | 159 |
Total long-term debt, net of current portion | $ 3,740 | $ 3,492 |
FINANCIAL INSTRUMENTS (Narrativ
FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 18 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2014 | |
Retired in Q1 2016 [Member] | |||||||
Derivative [Line Items] | |||||||
Debt instrument, face amount | $ 200 | ||||||
Retired in Q1 and Q2 2015 [Member] | |||||||
Derivative [Line Items] | |||||||
Debt instrument, face amount | $ 1,300 | ||||||
Forward Starting Interest Rate Swaps [Member] | |||||||
Derivative [Line Items] | |||||||
Gain (loss) on derivatives | $ (17) | ||||||
Treasury Lock [Member] | |||||||
Derivative [Line Items] | |||||||
Gain (loss) on derivatives | $ 3 | ||||||
Cash Flow Hedging [Member] | |||||||
Derivative [Line Items] | |||||||
Accumulated net loss from designated or qualifying cash flow hedges | 11 | $ 12 | |||||
Net amount of deferred gains and losses on cash flow hedges that is expected to be reclassified within the next 12 months | 3 | ||||||
Cash Flow Hedging [Member] | Forward Starting Interest Rate Swaps [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of interest rate derivatives | $ 150 | ||||||
Cash Flow Hedging [Member] | Treasury Lock [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of interest rate derivatives | 350 | $ 350 | 350 | ||||
Economic Hedges [Member] | Reverse Treasury Locks [Member] | Not Designated as Hedging Instrument [Member] | |||||||
Derivative [Line Items] | |||||||
Notional amount of interest rate derivatives | $ 280 | 75 | 280 | $ 280 | |||
Economic Hedges [Member] | Reverse Treasury Locks [Member] | Not Designated as Hedging Instrument [Member] | Other Nonoperating Income (Expense) [Member] | |||||||
Derivative [Line Items] | |||||||
Gain on derivative | $ 1 | $ 3 |
FINANCIAL INSTRUMENTS (Summary
FINANCIAL INSTRUMENTS (Summary of Notional Amounts) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
4.75% Senior Notes due January 2020 [Member] | ||
Derivative [Line Items] | ||
Debt instrument, interest rate | 4.75% | |
Debt instrument, maturity date | Jan. 30, 2020 | |
4.75% Senior Notes due January 2020 [Member] | One-Month LIBOR [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 3.60% | |
4.70% Senior Notes due April 2021 [Member] | ||
Derivative [Line Items] | ||
Debt instrument, interest rate | 4.70% | |
Debt instrument, maturity date | Apr. 1, 2021 | |
4.70% Senior Notes due April 2021 [Member] | One-Month LIBOR [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 2.45% | |
4.70% Senior Notes due April 2021 [Member] | One-Month LIBOR [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 3.39% | |
4.25% Senior Notes due April 2024 [Member] | ||
Derivative [Line Items] | ||
Debt instrument, interest rate | 4.25% | |
Debt instrument, maturity date | Apr. 1, 2024 | |
4.25% Senior Notes due April 2024 [Member] | One-Month LIBOR [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 1.54% | |
4.25% Senior Notes due April 2024 [Member] | One-Month LIBOR [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 1.59% | |
3.50% Senior Notes due March 2025 [Member] | ||
Derivative [Line Items] | ||
Debt instrument, interest rate | 3.50% | |
Debt instrument, maturity date | Mar. 30, 2025 | |
3.50% Senior Notes due March 2025 [Member] | One-Month LIBOR [Member] | ||
Derivative [Line Items] | ||
Floating Rate | 1.44% | |
Fair Value Hedging [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,200 | $ 1,200 |
Fair Value Hedging [Member] | 4.75% Senior Notes due January 2020 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | 350 | 350 |
Fair Value Hedging [Member] | 4.70% Senior Notes due April 2021 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | 400 | 400 |
Fair Value Hedging [Member] | 4.25% Senior Notes due April 2024 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | 250 | 250 |
Fair Value Hedging [Member] | 3.50% Senior Notes due March 2025 [Member] | ||
Derivative [Line Items] | ||
Notional Amount | $ 200 | $ 200 |
FINANCIAL INSTRUMENTS (Summar47
FINANCIAL INSTRUMENTS (Summary of Fair Value of Derivatives) (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Total Net Derivatives Assets | $ 53 | $ 17 |
Designated as Hedging Instrument [Member] | Other Assets [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Asset Derivatives | 53 | 23 |
Designated as Hedging Instrument [Member] | Other Liabilities [Member] | Interest Rate Swaps [Member] | ||
Derivative [Line Items] | ||
Liability Derivatives | $ 0 | $ 6 |
STOCKHOLDERS_ EQUITY AND REDE48
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jul. 01, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 |
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items] | ||||||
Dividends per common share | $ 0.40 | $ 0.38 | $ 0.38 | $ 0.38 | $ 0.38 | |
Share repurchase authorization remaining available | $ 857 | |||||
Reissuance of shares for employee benefit plan | 0.2 | 0.7 | ||||
Redeemable noncontrolling interest | $ 72 | $ 70 | ||||
UMass [Member] | ||||||
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 18.90% | |||||
UMass Joint Venture [Member] | ||||||
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items] | ||||||
Redeemable noncontrolling interest, consideration | $ 68 | |||||
Proceeds from noncontrolling interests | $ 50 |
SUPPLEMENTAL CASH FLOW & OTHE49
SUPPLEMENTAL CASH FLOW & OTHER DATA (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Depreciation expense | $ 43 | $ 57 |
Amortization expense | 19 | 21 |
Depreciation and amortization expense | 62 | 78 |
Interest expense | (36) | (45) |
Interest paid | 53 | 54 |
Income taxes paid | 4 | 19 |
Accounts payable associated with capital expenditures | 13 | 11 |
Dividends payable | 57 | 55 |
Fair value of assets acquired | 135 | |
Fair value of liabilities assumed | 0 | 0 |
Fair value of net assets acquired | 135 | |
Merger consideration paid (payable), net | 0 | 0 |
Cash paid for business acquisitions | 135 | 0 |
Less: Cash acquired | 0 | 0 |
Business acquisitions, net of cash acquired | $ 135 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | $ 68 | |
Litigation reserves | 3 | $ 9 |
Self-insurance reserves | 129 | $ 124 |
Letter of Credit [Member] | Secured Receivables Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility capacity | 100 | |
Letter of Credit [Member] | Senior Unsecured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility capacity | $ 150 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Percentage of net revenues from Diagnostic Information Services business | 90.00% | 90.00% |
Total net revenues | $ 1,863 | $ 1,839 |
Total operating income | 257 | 228 |
Non-operating expenses, net | (85) | (123) |
Income before income taxes and equity in earnings of equity method investees | 172 | 105 |
Income tax expense | (68) | (42) |
Equity in earnings of equity method investees, net of taxes | 10 | 7 |
Net income | 114 | 70 |
Less: Net income attributable to noncontrolling interests | 12 | 9 |
Net income attributable to Quest Diagnostics | 102 | 61 |
DIS business [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 1,756 | 1,692 |
Total operating income | 278 | 242 |
All other operating segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 107 | 147 |
Total operating income | 21 | 26 |
General corporate activities [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating income | $ (42) | $ (40) |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - Equity Method Investee [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 8 | $ 7 | |
Receivables | 6 | $ 5 | |
Accounts payable, related parties | 11 | 9 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Related Party Transaction [Line Items] | |||
Other receivables | 15 | $ 32 | |
Selling, General and Administrative Expenses [Member] | |||
Related Party Transaction [Line Items] | |||
Income from related party recognized | $ 5 | $ 2 |