SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - -------------------------------------------------------------------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended June 30, 2003 Commission file number 1-12215 Quest Diagnostics Incorporated One Malcolm Avenue Teterboro, NJ 07608 (201) 393-5000 Delaware (State of Incorporation) 16-1387862 (I.R.S. Employer Identification Number) - -------------------------------------------------------------------------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [_] As of July 29, 2003, there were outstanding 105,178,601 shares of the registrant's common stock, $.01 par value. PART I - FINANCIAL INFORMATION Item 1. Financial Statements Index to consolidated financial statements filed as part of this report: Page ---- Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2003 and 2002 2 Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 3 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 4 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk See Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" Item 4. Controls and Procedures Controls and Procedures 23 1 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (in thousands, except per share data) (unaudited) Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Net revenues.............................. $1,219,935 $1,068,810 $2,312,732 $2,015,572 ---------- ---------- ---------- ---------- Costs and expenses: Cost of services....................... 703,124 630,258 1,351,221 1,187,996 Selling, general and administrative.... 296,062 276,821 575,261 535,224 Interest expense, net.................. 16,866 14,916 30,775 27,591 Amortization of intangible assets...... 2,068 2,065 4,091 4,220 Minority share of income............... 4,415 3,938 8,218 7,820 Other, net............................. (6,005) (5,660) (9,033) (6,274) ---------- ---------- ---------- ---------- Total.............................. 1,016,530 922,338 1,960,533 1,756,577 ---------- ---------- ---------- ---------- Income before taxes....................... 203,405 146,472 352,199 258,995 Income tax expense........................ 82,993 59,321 143,751 105,155 ---------- ---------- ---------- ---------- Net income................................ $ 120,412 $ 87,151 $ 208,448 $ 153,840 ========== ========== ========== ========== Basic earnings per common share: Net income................................ $ 1.15 $ 0.90 $ 2.03 $ 1.60 ========== ========== ========== ========== Diluted earnings per common share: Net income................................ $ 1.12 $ 0.87 $ 1.98 $ 1.54 ========== ========== ========== ========== Weighted average common shares outstanding - basic.................... 105,049 96,393 102,543 95,907 Weighted average common shares outstanding - diluted.................. 107,677 100,297 105,066 99,802 The accompanying notes are an integral part of these statements. 2 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2003 AND DECEMBER 31, 2002 (in thousands, except per share data) (unaudited) June 30, December 31, 2003 2002 ---------- ------------ Assets Current assets: Cash and cash equivalents........................................ $ 88,069 $ 96,777 Accounts receivable, net of allowance of $209,782 and $193,456 at June 30, 2003 and December 31, 2002, respectively.................................................. 628,404 522,131 Inventories...................................................... 68,482 60,899 Deferred income taxes............................................ 117,501 102,700 Prepaid expenses and other current assets........................ 50,676 41,936 ---------- ---------- Total current assets.......................................... 953,132 824,443 Property, plant and equipment, net.................................. 583,042 570,149 Goodwill............................................................ 2,519,292 1,788,850 Intangible assets, net.............................................. 19,500 22,083 Deferred income taxes............................................... 66,825 29,756 Other assets........................................................ 102,250 88,916 ---------- ---------- Total assets........................................................ $4,244,041 $3,324,197 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses............................ $ 594,440 $ 609,945 Short-term borrowings and current portion of long-term debt...... 74,393 26,032 ---------- ---------- Total current liabilities..................................... 668,833 635,977 Long-term debt...................................................... 1,065,171 796,507 Other liabilities................................................... 139,145 122,850 Commitments and contingencies Stockholders' equity: Common stock, par value $0.01 per share; 300,000 shares authorized; 105,575 and 97,963 shares issued at June 30, 2003 and December 31, 2002, respectively........................... 1,056 980 Additional paid-in capital....................................... 2,219,631 1,817,511 Retained earnings (accumulated deficit) ......................... 167,676 (40,772) Unearned compensation............................................ (5,072) (3,332) Accumulated other comprehensive loss............................. (2,334) (5,524) Treasury stock, at cost; 162 shares at June 30, 2003............. (10,065) -- ---------- ---------- Total stockholders' equity.................................... 2,370,892 1,768,863 ---------- ---------- Total liabilities and stockholders' equity.......................... $4,244,041 $3,324,197 ========== ========== The accompanying notes are an integral part of these statements. 3 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (in thousands) (unaudited) 2003 2002 --------- --------- Cash flows from operating activities: Net income............................................................ $ 208,448 $ 153,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................................... 74,972 63,815 Provision for doubtful accounts.................................... 113,543 110,477 Deferred income tax provision...................................... 5,891 17,563 Minority share of income........................................... 8,218 7,820 Stock compensation expense......................................... 2,876 4,953 Tax benefits associated with stock-based compensation plans........ 9,541 38,189 Other, net......................................................... 1,442 (2,056) Changes in operating assets and liabilities: Accounts receivable............................................. (157,996) (136,837) Accounts payable and accrued expenses........................... (63,821) (38,040) Integration, settlement and other special charges............... (9,283) (12,668) Income taxes payable............................................ 29,769 9,848 Other assets and liabilities, net............................... 4,078 1,042 --------- --------- Net cash provided by operating activities............................. 227,678 217,946 --------- --------- Cash flows from investing activities: Business acquisitions, net of cash acquired........................... (237,411) (333,512) Capital expenditures.................................................. (75,806) (83,390) Increase in investments and other assets.............................. (11,114) (2,917) Proceeds from disposition of assets................................... 3,402 1,043 Collection of note receivable ........................................ -- 10,660 --------- --------- Net cash used in investing activities................................. (320,929) (408,116) --------- --------- Cash flows from financing activities: Proceeds from borrowings.............................................. 450,000 475,237 Repayments of debt.................................................... (354,539) (333,265) Purchases of treasury stock........................................... (10,065) -- Exercise of stock options............................................. 9,207 22,103 Distributions to minority partners.................................... (6,262) (6,268) Financing costs paid.................................................. (4,227) -- Other................................................................. 429 (129) --------- --------- Net cash provided by financing activities............................. 84,543 157,678 --------- --------- Net change in cash and cash equivalents............................... (8,708) (32,492) Cash and cash equivalents, beginning of period........................ 96,777 122,332 --------- --------- Cash and cash equivalents, end of period.............................. $ 88,069 $ 89,840 ========= ========= Cash paid during the period for: Interest.............................................................. $ 32,545 $ 30,504 Income taxes.......................................................... 100,630 38,760 Businesses acquired: Fair value of assets acquired......................................... $ 977,866 $ 549,947 Fair value of liabilities assumed..................................... 279,510 204,490 The accompanying notes are an integral part of these statements. 4 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, unless otherwise indicated) (unaudited) 1. BASIS OF PRESENTATION Background Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") is the largest clinical laboratory testing business in the United States. As the nation's leading provider of diagnostic testing and related services for the healthcare industry, Quest Diagnostics offers a broad range of clinical laboratory testing services to physicians, hospitals, managed care organizations, employers, governmental institutions and other independent clinical laboratories. Quest Diagnostics is the leading provider of esoteric testing, including gene-based testing, and testing for drugs of abuse. The Company is also a leading provider of anatomic pathology services and testing to support clinical trials of new pharmaceuticals worldwide. Through the Company's national network of laboratories and patient service centers, and its esoteric testing laboratory and development facilities, Quest Diagnostics offers comprehensive and innovative diagnostic testing, information and related services used by physicians and other healthcare customers to diagnose, treat and monitor diseases and other medical conditions. On an annualized basis, Quest Diagnostics processes over 130 million requisitions through its extensive network of laboratories and patient service centers in virtually every major metropolitan area throughout the United States. Basis of Presentation The interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of financial condition and results of operations for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. The interim consolidated financial statements have been compiled without audit. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's 2002 Annual Report on Form 10-K. Earnings Per Share Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. The if-converted method is used in determining the dilutive effect of the Company's 1 3/4% contingent convertible debentures in periods when the holders of such securities are permitted to exercise their conversion rights. Potentially dilutive common shares include outstanding stock options and restricted common shares granted under the Company's Employees Equity Participation Program. These dilutive securities increased the weighted average number of common shares outstanding by 2.6 and 2.5 million shares for the three and six months ended June 30, 2003, respectively. For both the three and six months ended June 30, 2002, these dilutive securities increased the weighted average number of common shares outstanding by 3.9 million shares. Stock-Based Compensation The Company has chosen to adopt the disclosure only provisions of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123" ("SFAS 148") and continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under this approach, the cost of restricted stock awards is expensed over their vesting period, while the imputed cost of stock option grants and discounts offered under the Company's Employee Stock Purchase Plan ("ESPP") is disclosed, based on the vesting provisions of the individual grants, but not charged to expense. Stock-based compensation expense recorded in accordance with APB 25, related to restricted stock awards, was $1.3 million and $2.5 million for the three months ended June 30, 2003 and 2002, respectively, and $2.9 and $5.0 million for the six months ended June 30, 2003 and 2002, respectively. 5 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) The following table presents net income and basic and diluted earnings per common share, had the Company elected to recognize compensation cost based on the fair value at the grant dates for stock option awards and discount granted for stock purchases under the Company's ESPP, consistent with the method prescribed by SFAS 123, as amended by SFAS 148: Three Months Ended Six Months Ended June 30, June 30, ------------------- ------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Net income: Net income, as reported ........................ $120,412 $ 87,151 $208,448 $153,840 Add: Stock-based compensation under APB 25 ..... 1,340 2,496 2,876 4,953 Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects... (13,124) (12,405) (27,929) (22,906) -------- -------- -------- -------- Pro forma net income ........................... $108,628 $ 77,242 $183,395 $135,887 ======== ======== ======== ======== Earnings per common share: Basic - as reported ......................... $ 1.15 $ 0.90 $ 2.03 $ 1.60 -------- -------- -------- -------- Basic - pro forma ........................... $ 1.03 $ 0.80 $ 1.79 $ 1.42 -------- -------- -------- -------- Diluted - as reported ....................... $ 1.12 $ 0.87 $ 1.98 $ 1.54 -------- -------- -------- -------- Diluted - pro forma ......................... $ 1.02 $ 0.77 $ 1.77 $ 1.36 -------- -------- -------- -------- The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended Six Months Ended June 30, June 30, ------------------- ------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Dividend yield ................................. 0.0% 0.0% 0.0% 0.0% Risk-free interest rate ........................ 2.6% 4.3% 2.8% 4.2% Expected volatility ............................ 48.5% 45.2% 48.1% 45.2% Expected holding period, in years .............. 5 5 5 5 New Accounting Standards In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt" ("SFAS 4"), SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers" ("SFAS 44") and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" ("SFAS 64") and amends SFAS No. 13, "Accounting for Leases" ("SFAS 13"). This statement updates, clarifies and simplifies existing accounting pronouncements. As a result of rescinding SFAS 4 and SFAS 64, the criteria in APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", is used to classify gains and losses from extinguishment of debt. SFAS 44 was no longer necessary because the transitions under the Motor Carrier Act of 1980 were completed. SFAS 13 was amended to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions and makes technical corrections to existing pronouncements. The provisions of SFAS 145 are effective for fiscal years beginning after May 15, 2002. The Company adopted SFAS 145 effective January 1, 2003. The adoption of SFAS 145 did not have a material impact on the Company's financial position and had no impact on the Company's consolidated statements of operations for the periods presented. 6 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"), which addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities, and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). The principal difference between SFAS 146 and EITF 94-3 relates to the requirements for recognition of a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity, including those related to employee termination benefits and obligations under operating leases and other contracts, be recognized when the liability is incurred, and not necessarily the date of an entity's commitment to an exit plan, as under EITF 94-3. SFAS 146 also establishes that the initial measurement of a liability recognized under SFAS 146 be based on fair value. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS 146 effective January 1, 2003. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires a guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee and also include more detailed disclosures with respect to guarantees. FIN 45 is effective on a prospective basis for guarantees issued or modified starting January 1, 2003 and requires the additional disclosures in interim and annual financial statements effective for the period ended December 31, 2002. The Company's adoption of the initial recognition and measurement provisions of FIN 45 effective January 1, 2003, did not have a material impact on the Company's results of operations or financial position. In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. SFAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company will adopt SFAS 149 effective July 1, 2003, and does not expect that the provisions of SFAS 149 will have a material impact on the Company's results of operations or financial position. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"), which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company's adoption of the initial recognition and initial measurement provisions of SFAS 150 effective June 1, 2003, did not have a material impact on the Company's results of operations or financial position. 2. BUSINESS ACQUISITION Acquisition of Unilab Corporation On February 26, 2003, the Company accepted for payment more than 99% of the outstanding capital stock of Unilab Corporation ("Unilab"), the leading independent clinical laboratory in California. On February 28, 2003, the Company acquired the remaining shares of Unilab through a merger. In connection with the acquisition, the Company paid $297 million in cash and issued 7.1 million shares of Quest Diagnostics common stock to acquire all of the outstanding capital stock of Unilab. In addition, the Company reserved approximately 0.3 million shares of Quest Diagnostics common stock for outstanding stock options of Unilab which were converted upon the completion of the acquisition into options to acquire shares of Quest Diagnostics common stock (the "converted options"). The aggregate purchase price of $698 million included the cash portion of the purchase price of $297 million and transaction costs of approximately $20 million with the remaining portion of the purchase price paid through the issuance of 7.1 million shares of Quest Diagnostics common stock (valued at $372 million or $52.80 per share, based on the average closing stock price of Quest Diagnostics common stock for the five trading days ended March 4, 2003) and the issuance of approximately 0.3 million converted options (valued at approximately $9 million, based on the Black Scholes option-pricing model). Of the total transaction costs incurred, approximately $8 million was paid during fiscal 2002. 7 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) In conjunction with the acquisition of Unilab, the Company repaid $220 million of debt, representing substantially all of Unilab's then existing outstanding debt, and related accrued interest. Of the $220 million, $124 million represents payments related to the Company's cash tender offer which was completed on March 7, 2003, for all of the outstanding $100.8 million principal amount and related accrued interest of Unilab's 12 3/4% Senior Subordinated Notes due 2009 and $23 million of related tender premium and associated tender offer costs. The Company financed the cash portion of the purchase price and related transaction costs, and the repayment of substantially all of Unilab's outstanding debt and related accrued interest with the proceeds from a new $450 million amortizing term loan facility (the "term loan") and cash on-hand. The term loan carries interest at LIBOR plus an applicable margin that can fluctuate over a range of up to 80 basis points, based on changes in the Company's credit rating. At the option of the Company, it may elect to enter into LIBOR-based interest rate contracts for periods up to 180 days. Interest on any outstanding amounts not covered under the LIBOR-based interest rate contracts is based on an alternate base rate, which is calculated by reference to the prime rate or federal funds rate. As of June 30, 2003, the Company's borrowing rate for LIBOR-based loans was LIBOR plus 1.1875%. The term loan requires principal repayments of the initial amount borrowed equal to 16.25%, 20%, 20%, 21.25% and 22.5% in years one through five, respectively. The term loan is guaranteed by each of the Company's wholly owned subsidiaries that operate clinical laboratories in the United States. The term loan contains various covenants including the maintenance of certain financial ratios, which could impact the Company's ability to, among other things, incur additional indebtedness, repurchase shares of its outstanding common stock, make additional investments and consummate acquisitions. Through June 30, 2003, the Company has repaid $127 million of principal under the term loan. As part of the acquisition, Quest Diagnostics acquired all of Unilab's operations, including its primary testing facilities in Los Angeles, San Jose and Sacramento, California, and approximately 365 patient service centers and 35 rapid response laboratories and approximately 4,100 employees. The Company expects to realize significant benefits from the acquisition of Unilab. As the leading independent clinical laboratory in California, the acquisition of Unilab positions the Company to capitalize on its leading position within the laboratory testing industry, further enhancing its national network and access to its comprehensive range of services. In connection with the acquisition of Unilab, as part of a settlement agreement with the United States Federal Trade Commission, the Company entered into an agreement to sell to Laboratory Corporation of America Holdings, Inc., ("LabCorp"), certain assets in northern California, including the assignment of agreements with four independent physician associations ("IPA") and leases for 46 patient service centers (five of which also serve as rapid response laboratories) for $4.5 million (the "Divestiture"). Approximately $27 million in annual net revenues are generated by capitated fees under the IPA contracts and associated fee for service testing for physicians whose patients use these patient service centers, as well as from specimens received directly from the IPA physicians. During the second quarter of 2003, one of the IPA contracts was assigned to LabCorp. The Company expects to complete the transaction by August 2003. The acquisition of Unilab was accounted for under the purchase method of accounting. As such, the cost to acquire Unilab has been allocated on a preliminary basis to the assets and liabilities acquired based on estimated fair values as of the closing date. The consolidated financial statements include the results of operations of Unilab subsequent to the closing of the acquisition. The following table summarizes the Company's preliminary purchase price allocation related to the acquisition of Unilab based on the estimated fair value of the assets acquired and liabilities assumed on the acquisition date. The purchase price allocation will be finalized after completion of the valuation of certain assets and liabilities. 8 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) Estimated Fair Values as of February 28, 2003 ----------------- Current assets ...................................... $187,617 Property, plant and equipment ....................... 11,289 Goodwill ............................................ 732,619 Other assets ........................................ 44,845 -------- Total assets acquired ............................ 976,370 -------- Current liabilities ................................. 54,945 Long-term liabilities ............................... 2,513 Long-term debt ...................................... 221,291 -------- Total liabilities assumed ........................ 278,749 -------- Net assets acquired .............................. $697,621 ======== Based on management's review of the net assets acquired and consultations with third-party valuation specialists, no intangible assets meeting the criteria under SFAS No. 141, "Business Combinations", were identified. Of the $733 million allocated to goodwill, approximately $85 million is expected to be deductible for tax purposes. The following unaudited pro forma combined financial information for the three months ended June 30, 2002 and for the six months ended June 30, 2003 and 2002 assumes that Unilab and American Medical Laboratories, Incorporated, ("AML"), which the Company acquired on April 1, 2002, were acquired on January 1, 2002 (in thousands, except per share data): Six Months Ended June 30, Three Months Ended ------------------------- June 30, 2002 2003 2002 ------------------ ---------- ---------- Net revenues ................................... $1,182,482 $2,387,161 $2,313,708 Net income ..................................... 98,894 205,231 174,653 Basic earnings per common share: Net income ..................................... $ 0.96 $ 2.08 $ 1.70 Weighted average common shares outstanding - basic ..................................... 103,447 104,816 102,962 Diluted earnings per common share: Net income ..................................... $ 0.92 $ 2.03 $ 1.63 Weighted average common shares outstanding - diluted ................................... 107,453 107,360 106,950 The pro forma combined financial information presented above reflects certain reclassifications to the historical financial statements of Unilab and AML to conform the acquired companies' accounting policies and classification of certain costs and expenses to that of Quest Diagnostics. These adjustments had no impact on pro forma net income. No adjustment has been made to the pro forma combined financial information to reflect the impact of the Divestiture, which would not have a material impact on Quest Diagnostics' financial condition, results of operations or cash flow. Pro forma results for the six months ended June 30, 2003 exclude $14.5 million of direct transaction costs, which were incurred and 9 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) expensed by Unilab immediately prior to the closing of the Unilab acquisition. Pro forma results for the three and six months ended June 30, 2002 exclude $14.5 million of direct transaction costs, which were incurred and expensed by AML immediately prior to the closing of the AML acquisition. 3. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill, net for the period ended June 30, 2003 and for the year ended December 31, 2002 are as follows: June 30, 2003 December 31, 2002 ------------- ----------------- Balance at beginning of period .......... $1,788,850 $1,351,123 Goodwill acquired during the period ..... 730,442 437,727 ---------- ---------- Balance at end of period ................ $2,519,292 $1,788,850 ========== ========== Intangible assets at June 30, 2003 and December 31, 2002 consisted of the following: June 30, 2003 December 31, 2002 -------------------------------- -------------------------------- Weighted Average Accumulated Accumulated Amortization Period Cost Amortization Net Cost Amortization Net ------------------- ------- ------------ ------- ------- ------------ ------- Non-compete agreements .... 5 years $44,862 $(35,097) $ 9,765 $44,482 $(32,268) $12,214 Customer lists ............ 15 years 42,035 (34,660) 7,375 41,301 (33,751) 7,550 Other ..................... 10 years 4,775 (2,415) 2,360 4,580 (2,261) 2,319 ------- -------- ------- ------- -------- ------- Total ................ 10 years $91,672 $(72,172) $19,500 $90,363 $(68,280) $22,083 ======= ======== ======= ======= ======== ======= Amortization expense related to intangible assets was $2,068 and $2,065 for the three months ended June 30, 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002, amortization expense related to intangible assets was $4,091 and $4,220, respectively. The estimated amortization expense related to intangible assets for each of the five succeeding fiscal years and thereafter as of June 30, 2003 is as follows: Fiscal Year Ending December 31, - --------------------------- Remainder of 2003 ......... $ 4,136 2004 ...................... 6,268 2005 ...................... 2,844 2006 ...................... 1,664 2007 ...................... 912 2008 ...................... 768 Thereafter ................ 2,908 ------- Total ................. $19,500 ======= 10 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) 4. COMMITMENTS AND CONTINGENCIES The Company has standby letters of credit issued under its unsecured revolving credit facility to ensure its performance or payment to third parties, which amounted to $42 million and $33 million at June 30, 2003 and December 31, 2002, respectively. The letters of credit, which are renewed annually, primarily represent collateral for current and future automobile liability and workers' compensation loss payments. The Company has entered into several settlement agreements with various governmental and private payers during recent years relating to industry-wide billing and marketing practices that had been substantially discontinued by early 1993. In addition, the Company is aware of several pending lawsuits filed under the qui tam provisions of the civil False Claims Act and has received notices of private claims relating to billing issues similar to those that were the subject of prior settlements with various governmental payers. Some of the proceedings against the Company involve claims that are substantial in amount. Some of the cases involve the operations of Unilab prior to the closing of the Unilab acquisition. Although management believes that established reserves for both indemnified and non-indemnified claims are sufficient, it is possible that additional information (such as the indication by the government of criminal activity, additional tests being questioned or other changes in the government's or private claimants' theories of wrongdoing) may become available which may cause the final resolution of these matters to exceed established reserves by an amount which could be material to the Company's results of operations and cash flows in the period in which such claims are settled. The Company does not believe that these issues will have a material adverse effect on its overall financial condition. In addition to the billing-related settlement reserves discussed above, the Company is involved in various legal proceedings arising in the ordinary course of business. Some of the proceedings against the Company involve claims that are substantial in amount. Although management cannot predict the outcome of such proceedings or any claims made against the Company, management does not anticipate that the ultimate outcome of the various proceedings or claims will have a material adverse effect on the Company's financial position but may be material to the Company's results of operations and cash flows in the period in which such claims are resolved. As a general matter, providers of clinical laboratory testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company's client base and reputation. The Company maintains various liability insurance programs for claims that could result from providing or failing to provide clinical laboratory testing services, including inaccurate testing results and other exposures. The Company's insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims. The basis for claims reserves incorporates actuarially determined losses based upon the Company's historical and projected loss experience. Management believes that present insurance coverage and reserves are sufficient to cover currently estimated exposures. Although management cannot predict the outcome of any claims made against the Company, management does not anticipate that the ultimate outcome of any such proceedings or claims will have a material adverse effect on the Company's financial position but may be material to the Company's results of operations and cash flows in the period in which such claims are resolved. 11 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) 5. STOCKHOLDERS' EQUITY Changes in stockholders' equity for the six months ended June 30, 2003 were as follows: Retained Accumulated Additional Earnings Other Compre Common Paid-In (Accumulated Unearned Comprehensive Treasury -hensive Stock Capital Deficit) Compensation Income (Loss) Stock Income ------ ---------- ------------ ------------ ------------- -------- -------- Balance, December 31, 2002............... $ 980 $1,817,511 $(40,772) $(3,332) $(5,524) $ -- Net income............................... 208,448 $208,448 Other comprehensive income............... 3,190 3,190 -------- Comprehensive income.................. $211,638 ======== Shares issued to acquire Unilab (7,055 common shares)................. 71 372,393 Fair value of Unilab converted options............................... 8,452 Issuance of common stock under benefit plans (274 common shares)............. 3 11,630 (5,041) Exercise of options (453 common shares).. 4 9,203 Shares to cover employee payroll tax withholdings on stock issued under benefit plans (170 common shares)..... (2) (9,099) Tax benefits associated with stock-based compensation plans........ 9,541 Amortization of unearned compensation.... 3,301 Purchases of treasury stock (162 common shares)................... (10,065) ------ ---------- -------- ------- ------- -------- Balance, June 30, 2003................... $1,056 $2,219,631 $167,676 $(5,072) $(2,334) $(10,065) ====== ========== ======== ======= ======= ======== During the six months ended June 30, 2003, 170 thousand shares were surrendered to cover employee payroll tax withholdings related to the vesting of restricted stock. For reporting purposes, these shares were accounted for as treasury shares and were immediately retired. In May 2003, the Company's Board of Directors authorized a share repurchase program which permits the Company to purchase up to $300 million of its common stock. Cumulative purchases under the program through June 30, 2003 totaled $10 million. All shares were purchased at prevailing market prices. 12 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) Changes in stockholders' equity for the six months ended June 30, 2002 were as follows: Accumulated Additional Other Compre Common Paid-In Accumulated Unearned Comprehensive -hensive Stock Capital Deficit Compensation Income (Loss) Income ------ ---------- ----------- ------------ ------------- -------- Balance, December 31, 2001................... $960 $1,714,676 $(362,926) $(13,253) $(3,470) Net income................................... 153,840 $153,840 Other comprehensive income................... 1,215 1,215 -------- Comprehensive income...................... $155,055 ======== Issuance of common stock under benefit plans (214 common shares)................. 2 13,523 Exercise of options (1,186 common shares).... 12 22,091 Tax benefits associated with stock-based compensation plans........................ 38,189 Amortization of unearned compensation........ 5,135 ---- ---------- --------- -------- ------- Balance, June 30, 2002....................... $974 $1,788,479 $(209,086) $ (8,118) $(2,255) ==== ========== ========= ======== ======= 6. SUMMARIZED FINANCIAL INFORMATION The Company's 6 3/4% senior notes due 2006, 7 1/2% senior notes due 2011 and 1 3/4% contingent convertible debentures due 2021 are guaranteed by each of the Company's wholly owned subsidiaries that operate clinical laboratories in the United States (the "Subsidiary Guarantors"). With the exception of Quest Diagnostics Receivables Incorporated (see paragraph below), the non-guarantor subsidiaries are primarily foreign and less than wholly owned subsidiaries. In conjunction with the Company's receivables financing in July 2000, the Company formed a new wholly owned non-guarantor subsidiary, Quest Diagnostics Receivables Incorporated ("QDRI"). The Company and the Subsidiary Guarantors, with the exception of AML and Unilab, transfer all private domestic receivables (principally excluding receivables due from Medicare, Medicaid and other federal programs, and receivables due from customers of its joint ventures) to QDRI. QDRI utilizes the transferred receivables to collateralize the Company's secured receivables credit facility. The Company and the Subsidiary Guarantors provide collection services to QDRI. QDRI uses cash collections principally to purchase new receivables from the Company and the Subsidiary Guarantors. The following condensed consolidating financial data illustrates the composition of the combined guarantors. Investments in subsidiaries are accounted for by the parent using the equity method for purposes of the supplemental consolidating presentation. Earnings (losses) of subsidiaries are therefore reflected in the parent's investment accounts and earnings. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. On April 1, 2002, Quest Diagnostics acquired AML, which has been included in the accompanying condensed consolidating financial data, subsequent to the closing of the acquisition, as a Subsidiary Guarantor. On February 28, 2003, Quest Diagnostics acquired Unilab, which has been included in the accompanying condensed consolidating financial data, subsequent to the closing of the acquisition, as a Subsidiary Guarantor. 13 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2003 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated --------- ---------- ------------- ------------ ------------ Net revenues .............................. $ 395,280 $1,806,325 $235,709 $(124,582) $2,312,732 Costs and expenses: Cost of services ....................... 229,370 1,044,281 77,570 -- 1,351,221 Selling, general and administrative .... 37,272 432,808 112,967 (7,786) 575,261 Interest, net .......................... 35,504 108,872 3,195 (116,796) 30,775 Amortization of intangible assets ...... 1,110 2,981 -- -- 4,091 Royalty (income) expense ............... (139,965) 139,965 -- -- -- Other, net ............................. (665) (14) (136) -- (815) --------- ---------- -------- --------- ---------- Total ............................... 162,626 1,728,893 193,596 (124,582) 1,960,533 --------- ---------- -------- --------- ---------- Income before taxes ....................... 232,654 77,432 42,113 -- 352,199 Income tax expense ........................ 95,119 30,972 17,660 -- 143,751 --------- ---------- -------- --------- ---------- Income before equity earnings ............. 137,535 46,460 24,453 -- 208,448 Equity earnings from subsidiaries ......... 70,913 -- -- (70,913) -- --------- ---------- -------- --------- ---------- Net income ................................ $ 208,448 $ 46,460 $ 24,453 $ (70,913) $ 208,448 ========= ========== ======== ========= ========== Condensed Consolidating Statement of Operations Six Months Ended June 30, 2002 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated --------- ---------- ------------- ------------ ------------ Net revenues .............................. $ 363,269 $1,545,617 $254,858 $(148,172) $2,015,572 Costs and expenses: Cost of services ....................... 244,113 867,811 76,072 -- 1,187,996 Selling, general and administrative .... 84,571 327,658 130,633 (7,638) 535,224 Interest, net .......................... 40,409 122,626 5,090 (140,534) 27,591 Amortization of intangible assets ...... 996 3,224 -- -- 4,220 Royalty (income) expense ............... (124,157) 124,157 -- -- -- Other, net ............................. 1,687 (693) 552 -- 1,546 --------- ---------- -------- --------- ---------- Total ............................... 247,619 1,444,783 212,347 (148,172) 1,756,577 --------- ---------- -------- --------- ---------- Income before taxes ....................... 115,650 100,834 42,511 -- 258,995 Income tax expense ........................ 45,094 40,511 19,550 -- 105,155 --------- ---------- -------- --------- ---------- Income before equity earnings ............. 70,556 60,323 22,961 -- 153,840 Equity earnings from subsidiaries ......... 83,284 -- -- (83,284) -- --------- ---------- -------- --------- ---------- Net income ................................ $ 153,840 $ 60,323 $ 22,961 $ (83,284) $ 153,840 ========= ========== ======== ========= ========== 14 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) Condensed Consolidating Balance Sheet June 30, 2003 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated ---------- ---------- ------------- ------------ ------------ Assets Current assets: Cash and cash equivalents ......................... $ 70,670 $ 8,409 $ 8,990 $ -- $ 88,069 Accounts receivable, net .......................... 18,296 169,788 440,320 -- 628,404 Other current assets .............................. 57,701 99,274 79,684 -- 236,659 ---------- ---------- --------- ----------- ---------- Total current assets ........................... 146,667 277,471 528,994 -- 953,132 Property, plant and equipment, net ................ 228,838 327,439 26,765 -- 583,042 Intangible assets, net ............................ 158,321 2,335,043 45,428 -- 2,538,792 Intercompany receivable (payable) ................. 686,690 (259,810) (426,880) -- -- Investment in subsidiaries ........................ 1,857,294 -- -- (1,857,294) -- Other assets ...................................... 60,809 75,279 32,987 -- 169,075 ---------- ---------- --------- ----------- ---------- Total assets ................................... $3,138,619 $2,755,422 $ 207,294 $(1,857,294) $4,244,041 ========== ========== ========= =========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses ............. $ 403,073 $ 163,269 $ 28,098 $ -- $ 594,440 Short-term borrowings and current portion of long-term debt ................................. -- 74,050 343 -- 74,393 ---------- ---------- --------- ----------- ---------- Total current liabilities ...................... 403,073 237,319 28,441 -- 668,833 Long-term debt .................................... 315,663 747,553 1,955 -- 1,065,171 Other liabilities ................................. 48,991 69,841 20,313 -- 139,145 Stockholders' equity .............................. 2,370,892 1,700,709 156,585 (1,857,294) 2,370,892 ---------- ---------- --------- ----------- ---------- Total liabilities and stockholders' equity ..... $3,138,619 $2,755,422 $ 207,294 $(1,857,294) $4,244,041 ========== ========== ========= =========== ========== Condensed Consolidating Balance Sheet December 31, 2002 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated ---------- ---------- ------------- ------------ ------------ Assets Current assets: Cash and cash equivalents ......................... $ 79,015 $ 7,377 $ 10,385 $ -- $ 96,777 Accounts receivable, net .......................... 15,032 89,626 417,473 -- 522,131 Other current assets .............................. 52,952 63,148 89,435 -- 205,535 ---------- ---------- --------- ----------- ---------- Total current assets ........................... 146,999 160,151 517,293 -- 824,443 Property, plant and equipment, net ................ 227,263 317,243 25,643 -- 570,149 Intangible assets, net ............................ 159,293 1,607,767 43,873 -- 1,810,933 Intercompany receivable (payable) ................. 194,874 236,752 (431,626) -- -- Investment in subsidiaries ........................ 1,631,868 -- -- (1,631,868) -- Other assets ...................................... 61,653 26,905 30,114 -- 118,672 ---------- ---------- --------- ----------- ---------- Total assets ................................... $2,421,950 $2,348,818 $ 185,297 $(1,631,868) $3,324,197 ========== ========== ========= =========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses ............. $ 295,479 $ 287,539 $ 26,927 $ -- $ 609,945 Current portion of long-term debt ................. -- 25,689 343 -- 26,032 ---------- ---------- --------- ----------- ---------- Total current liabilities ...................... 295,479 313,228 27,270 -- 635,977 Long-term debt .................................... 315,109 478,863 2,535 -- 796,507 Other liabilities ................................. 42,499 62,339 18,012 -- 122,850 Stockholders' equity .............................. 1,768,863 1,494,388 137,480 (1,631,868) 1,768,863 ---------- ---------- --------- ----------- ---------- Total liabilities and stockholders' equity ..... $2,421,950 $2,348,818 $ 185,297 $(1,631,868) $3,324,197 ========== ========== ========= =========== ========== 15 QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (in thousands, unless otherwise indicated) (unaudited) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2003 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated --------- ---------- ------------- ------------ ------------ Cash flows from operating activities: Net income............................................ $ 208,448 $ 46,460 $ 24,453 $(70,913) $ 208,448 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................... 27,165 43,502 4,305 -- 74,972 Provision for doubtful accounts.................... 2,943 29,917 80,683 -- 113,543 Other, net......................................... (44,043) (12,476) 13,574 70,913 27,968 Changes in operating assets and liabilities........ (33,699) (78,008) (85,546) -- (197,253) --------- -------- -------- -------- --------- Net cash provided by operating activities............. 160,814 29,395 37,469 -- 227,678 Net cash used in investing activities................. (260,004) (39,305) (6,306) (15,314) (320,929) Net cash provided by (used in) financing activities... 90,845 10,942 (32,558) 15,314 84,543 --------- -------- -------- -------- --------- Net change in cash and cash equivalents............... (8,345) 1,032 (1,395) -- (8,708) Cash and cash equivalents, beginning of period........ 79,015 7,377 10,385 -- 96,777 --------- -------- -------- -------- --------- Cash and cash equivalents, end of period.............. $ 70,670 $ 8,409 $ 8,990 $ -- $ 88,069 ========= ======== ======== ======== ========= Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2002 Subsidiary Non-Guarantor Parent Guarantors Subsidiaries Eliminations Consolidated --------- ---------- ------------- ------------ ------------ Cash flows from operating activities: Net income............................................ $ 153,840 $ 60,323 $ 22,961 $ (83,284) $ 153,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................... 22,605 37,647 3,563 -- 63,815 Provision for doubtful accounts.................... 2,460 15,679 92,338 -- 110,477 Other, net......................................... (29,804) (2,787) 15,776 83,284 66,469 Changes in operating assets and liabilities........ 31,859 (89,358) (119,156) -- (176,655) --------- -------- --------- --------- --------- Net cash provided by operating activities............. 180,960 21,504 15,482 -- 217,946 Net cash used in investing activities................. (205,897) (54,056) (1,930) (146,233) (408,116) Net cash provided by (used in) financing activities... 24,937 4,939 (18,431) 146,233 157,678 --------- -------- --------- --------- --------- Net change in cash and cash equivalents............... -- (27,613) (4,879) -- (32,492) Cash and cash equivalents, beginning of period........ -- 110,571 11,761 -- 122,332 --------- -------- --------- --------- --------- Cash and cash equivalents, end of period.............. $ -- $ 82,958 $ 6,882 $ -- $ 89,840 ========= ======== ========= ========= ========= 16 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. While many operational aspects of our business are subject to complex federal, state and local regulations, the accounting for our business is generally straightforward with net revenues primarily recognized upon completion of the testing process. Our revenues are primarily comprised of a high volume of relatively low dollar transactions, and about half of all our costs and expenses consist of employee compensation and benefits. Due to the nature of our business, several of our accounting policies involve significant estimates and judgments. These accounting policies have been described in our 2002 Annual Report on Form 10-K. Acquisition of Unilab Corporation On February 26, 2003, we accepted for payment more than 99% of the outstanding capital stock of Unilab Corporation ("Unilab"), the leading independent clinical laboratory in California. On February 28, 2003, we acquired the remaining shares of Unilab through a merger. In connection with the acquisition, we paid $297 million in cash and issued 7.1 million shares of Quest Diagnostics common stock to acquire all of the outstanding capital stock of Unilab. In addition, we reserved approximately 0.3 million shares of Quest Diagnostics common stock for outstanding stock options of Unilab which were converted upon the completion of the acquisition into options to acquire shares of Quest Diagnostics common stock. See Note 2 to the interim consolidated financial statements for a full discussion of the Unilab acquisition. We estimate that we will incur up to $20 million of costs to integrate Quest Diagnostics and Unilab. A significant portion of these costs is expected to require cash outlays and is expected to primarily relate to severance and other integration-related costs through 2005, including the elimination of excess capacity and workforce reductions. These estimates are preliminary and will be subject to revisions as detail integration plans are developed and implemented. To the extent that the costs relate to actions that impact the employees and operations of Unilab, such costs will be accounted for as a cost of the Unilab acquisition and included in goodwill. To the extent that the costs relate to actions that impact Quest Diagnostics' employees and operations, such costs will be accounted for as a charge to earnings in the periods that the related actions are taken. Upon completion of the Unilab integration, we expect to realize approximately $25 million to $30 million of annual synergies and we expect to achieve this annual rate of synergies by the end of 2005. Results of Operations Three and Six Months Ended June 30, 2003 Compared with Three and Six Months Ended June 30, 2002 Net income for the three months ended June 30, 2003 increased to $120 million from $87 million for the prior year period. For the six months ended June 30, 2003, net income increased to $208 million from $154 million for the prior year period. These increases in earnings were primarily attributable to revenue growth and improved efficiencies generated from our Six Sigma and standardization initiatives. These improvements were partially offset by increases in employee compensation and benefit costs, investments in our information technology strategy and, for the six months ended June 30, 2003, the impact of severe winter weather and the strike by New Jersey physicians during the first quarter of 2003. Net Revenues Net revenues for the three months ended June 30, 2003 grew by 14.1% over the prior year level, driven by the acquisition of Unilab and by continued strength in average revenue per requisition. Net revenues for the six months ended June 30, 2003 grew by 14.7% over the prior year level and include the results of Unilab for four months and American Medical Laboratories, Incorporated ("AML"), which was acquired on April 1, 2002, for six months. Pro forma revenue growth, assuming that both Unilab and AML had been part of Quest Diagnostics since January 1, 2002, was 3.4% and 3.3% for the three and six months ended June 30, 2003, respectively, compared to the prior year periods. 17 For the three and six months ended June 30, 2003, clinical testing volume, measured by the number of requisitions, increased 9.9% and 10.8%, respectively, compared to the prior year periods. The acquisition of Unilab contributed about 12.5% and 9% to the overall volume growth during the three and six months ended June 30, 2003, respectively. The acquisition of AML contributed about 3.5% to the overall volume growth during the six months ended June 30, 2003. Volume for the second quarter of 2003 also reflects the timing of the Easter and Passover holidays, which reduced volume by 1%, compared to the prior year period. Severe winter storms and the New Jersey physicians' strike during the first quarter of 2003, reduced year-to-date volume by approximately 0.8% for the six months ended June 30, 2003, compared to the prior year period. In addition, our drugs-of-abuse testing business, which is most directly impacted by economic conditions, declined during the three and six months ended June 30, 2003, reducing company-wide volume growth by approximately half a percentage point for both periods. The remainder of the volume reduction for the three and six months ended June 30, 2003, is primarily attributable to general economic conditions, which we believe are impacting patient spending behaviors, and reducing utilization of healthcare services. Pro forma testing volume, assuming that both Unilab and AML had been part of Quest Diagnostics since January 1, 2002, declined approximately 2.3% and 1.6% for the three and six months ended June 30, 2003, respectively, compared to the prior year periods. The timing of the holidays also reduced pro forma volume in the second quarter of 2003 by 1%. Pro forma testing volume for the three and six months ended June 30, 2003 was impacted by continued economic uncertainty, the severe winter storms and the physicians' strike during the first quarter of 2003 and continued softness in the drugs-of-abuse testing business. Average revenue per requisition improved 3.5% and 3.6% for the three and six months ended June 30, 2003, compared to the prior year periods, primarily attributable to a continuing shift in test mix to higher value testing, including gene-based testing, which continued to grow at a rate greater than 20% over the prior year level. In addition, a shift in payer mix contributed a portion of the increase in average revenue per requisition. The inclusion of Unilab's results as of February 28, 2003 reduced average revenue per requisition by approximately 1.5% and 1% for the three and six months ended June 30, 2003, respectively, since Unilab's business has lower revenue per requisition than the rest of our business. Operating Costs and Expenses Total operating costs for the three and six months ended June 30, 2003 increased $92 million and $203 million, respectively, from the prior year periods primarily due to increases in our clinical testing volume, largely as a result of the Unilab acquisition, employee compensation and benefits, supply costs and depreciation expense; partially offset by a reduction in bad debt expense. Total operating costs for the six months ended June 30, 2003 were also impacted by the AML acquisition. While our cost structure has been favorably impacted by the improved efficiencies generated from our Six Sigma and standardization initiatives, we continue to make investments to enhance our infrastructure to pursue our overall business strategy. Cost of services, which includes the costs of obtaining, transporting and testing specimens was 57.6% of net revenues for the three months ended June 30, 2003, decreasing from 59.0% of net revenues in the prior year period. For the six months ended June 30, 2003, cost of services, as a percentage of net revenues, decreased to 58.4% from 58.9% a year ago. These improvements were primarily the result of efficiency gains resulting from our Six Sigma and standardization efforts and the increase in average revenue per requisition. These improvements were partially offset by one-time installation costs of deploying our Internet-based orders and results systems in physicians' offices. The increase in ordering and obtaining test results via our Internet-based systems is improving the initial collection of billing information and generating savings in the cost of billing and bad debt expense, both of which are components of selling, general and administrative expenses. At June 30, 2003, excluding Unilab where our Internet connectivity is not yet available, approximately 20% of our orders and approximately 25% of our test results were Internet-based. Selling, general and administrative expenses, which include the costs of the sales force, billing operations, bad debt expense and general management and administrative support, decreased during the three months ended June 30, 2003 as a percentage of net revenues to 24.3% from 25.9% in the prior year period. For the six months ended June 30, 2003, selling, general and administrative expenses decreased as a percentage of net revenues to 24.9% from 26.6% in the prior year period. These improvements were primarily due to efficiencies from our Six Sigma and standardization efforts, in particular bad debt expense, and the improvement in average revenue per requisition. During the second quarter of 2003, bad debt expense improved to 4.8% of net revenues, compared to 5.2% of net revenues in the prior year period. For the six months ended June 30, 2003, bad debt expense was 4.9% of net revenues, compared to 5.5% of net revenues in the prior year period. The improvement in bad debt expense was principally attributable to the continued progress that we have made in our overall collection experience through process improvements, driven by our Six Sigma and standardization initiatives. The reduction in bad debt as a percentage of net revenues occurred despite the addition of 18 Unilab, which has higher levels of bad debt than the rest of Quest Diagnostics. These improvements primarily relate to the collection of diagnosis, patient and insurance information necessary to effectively bill for services performed. We believe that our Six Sigma and standardization initiatives will provide additional opportunities to further improve our overall collection experience and cost structure. Interest, Net Net interest expense for the three and six months ended June 30, 2003 increased from the prior year periods by $2.0 million and $3.2 million, respectively, and was primarily attributable to the amounts borrowed to finance the acquisition of Unilab and to repay substantially all of Unilab's outstanding debt. Amortization of Intangible Assets Amortization of intangible assets for the three months ended June 30, 2003 was comparable to the prior year period. Amortization of intangible assets for the six months ended June 30, 2003 decreased slightly from the prior year period principally as the result of certain intangible assets becoming fully amortized during the remainder of 2002. Other, Net "Other, net", which represents income for each of the periods presented, and includes equity earnings from our unconsolidated joint ventures and miscellaneous gains and losses, increased $0.3 million and $2.8 million for the three and six months ended June 30, 2003, respectively, compared to the prior year periods. The increase for the three and six months ended June 30, 2003 reflects investment gains and an increase in equity earnings from our unconsolidated joint ventures in 2003, offset in part by miscellaneous real estate gains and investment losses in 2002. The increase for the six months ended June 30, 2003 also reflects the costs of a contract settlement, which was recorded in 2002. Impact of Contingent Convertible Debentures on Diluted Earnings per Common Share The if-converted method is used in determining the dilutive effect of our 1 3/4% contingent convertible debentures due 2021 (the "Debentures") in periods when the holders of such securities are permitted to exercise their conversion rights. As of and for the three and six months ended June 30, 2003, the holders of the Debentures did not have the ability to exercise their conversion rights. Had the requirements to allow the holders to exercise their conversion rights been met and the Debentures remained outstanding for the entire period, diluted earnings per common share would have been reduced by approximately 2% during the three and six months ended June 30, 2003. See Note 12 to the Consolidated Financial Statements contained in our 2002 Annual Report on Form 10-K for a further discussion of the Debentures. Quantitative and Qualitative Disclosures About Market Risk We address our exposure to market risks, principally the market risk of changes in interest rates, through a controlled program of risk management that may include the use of derivative financial instruments. We do not hold or issue derivative financial instruments for trading purposes. We do not believe that our foreign exchange exposure is material to our financial position or results of operations. See Note 2 to the Consolidated Financial Statements contained in our 2002 Annual Report on Form 10-K for additional discussion of our financial instruments and hedging activities. At June 30, 2003 and December 31, 2002, the fair value of our debt was estimated at approximately $1.2 billion and $899 million, respectively, using quoted market prices and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. At June 30, 2003 and December 31, 2002, the estimated fair value exceeded the carrying value of the debt by approximately $90 million and $77 million, respectively. An assumed 10% increase in interest rates (representing approximately 50 and 60 basis points at June 30, 2003 and December 31, 2002, respectively) would potentially reduce the estimated fair value of our debt by approximately $18 million and $21 million at June 30, 2003 and December 31, 2002, respectively. The Debentures have a contingent interest component that will require us to pay contingent interest based on certain thresholds, as outlined in the indenture governing the Debentures. The contingent interest component, which is more fully described in Note 12 to the Consolidated Financial Statements contained in our 2002 Annual Report on Form 10-K, is considered to be a derivative instrument subject to Statement of Financial Accounting Standards ("SFAS") No. 133, 19 "Accounting for Derivative Instruments and Hedging Activities", as amended. As such, the derivative was recorded at its fair value in the consolidated balance sheet and was not material at June 30, 2003 and December 31, 2002. Borrowings under our unsecured revolving credit facility under our credit agreement, our term loan and our secured receivables credit facility are subject to variable interest rates, unless fixed through interest rate swap or other agreements. Interest rates on our unsecured revolving credit facility and term loan are subject to a pricing schedule that can fluctuate over a range of up to 80 basis points, based on changes in our credit rating. As such, our borrowing cost under these credit arrangements will be subject to both fluctuations in interest rates and changes in our credit rating. As of June 30, 2003, our borrowing rate for LIBOR-based loans was LIBOR plus 1.1875%. At June 30, 2003, there was $323 million outstanding under our term loan and there were no borrowings outstanding under our unsecured revolving credit facility or secured receivables credit facility. Based on our net exposure to interest rate changes, an assumed 10% change in interest rates on our variable rate indebtedness (representing approximately 15 basis points) would impact annual net interest expense by approximately $0.4 million, assuming no changes to the debt outstanding at June 30, 2003. Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents at June 30, 2003 totaled $88 million, compared to $97 million at December 31, 2002. Cash flows from operating activities in 2003 provided cash of $228 million, which along with cash flows from financing activities of $85 million, were used to fund investing activities, which required cash of $321 million. Cash and cash equivalents at June 30, 2002 totaled $90 million, a decrease of $32 million from December 31, 2001. Cash flows from operating activities in 2002 provided cash of $218 million, which along with cash flows from financing activities of $158 million, were used to fund investing activities, which required cash of $408 million. Cash Flows From Operating Activities Net cash provided by operating activities for the six months ended June 30, 2003 was $228 million compared to $218 million in the prior year period. This increase was primarily due to improved operating performance and efficiencies in our billing and collection processes, partially offset by an increase in income tax payments and a decrease in the tax benefits realized associated with the exercise of employee stock options. Days sales outstanding, a measure of billing and collection efficiency, improved to 47 days at June 30, 2003 from 52 days at June 30, 2002. Cash Flows From Investing Activities Net cash used in investing activities for the six months ended June 30, 2003 was $321 million, consisting primarily of acquisition and related transaction costs of $237 million to acquire the outstanding capital stock of Unilab, and capital expenditures of $76 million. The acquisition and related transaction costs included the cash portion of the Unilab purchase price of $297 million and approximately $12 million of transaction costs paid in 2003, partially offset by $72 million of cash acquired from Unilab. Net cash used in investing activities for the six months ended June 30, 2002 was $408 million, consisting primarily of acquisition and related costs of $334 million to acquire the outstanding voting stock of AML, and capital expenditures of $83 million. Cash Flows From Financing Activities Net cash provided by financing activities for the six months ended June 30, 2003 was $85 million, consisting primarily of $450 million of borrowings under our term loan facility, partially offset by debt repayments totaling $355 million. Borrowings under our term loan facility were used to finance the cash portion of the purchase price and related transaction costs associated with the acquisition of Unilab, and to repay $220 million of debt, representing substantially all of Unilab's then existing outstanding debt, and related accrued interest. Of the $220 million, $124 million represents payments related to our cash tender offer which was completed on March 7, 2003, for all of the outstanding $100.8 million principal amount of Unilab's 12 3/4% Senior Subordinated Notes due 2009 and $23 million of related tender premium and associated tender offer costs. The remaining debt repayments in 2003 consisted primarily of $127 million of repayments under our term loan facility and a $6 million capital lease repayment. During the six months ended June 30, 2003, we repurchased $10 million of our common stock. 20 Net cash provided by financing activities for the six months ended June 30, 2002 was $158 million, consisting primarily of the net cash activity associated with our acquisition of AML and proceeds from the exercise of stock options. AML's all-cash purchase price of approximately $335 million and related transaction costs, together with the repayment of approximately $150 million of acquired AML debt and accrued interest was financed by us with cash on-hand and $300 million of borrowings under our existing secured receivables credit facility and $175 million of borrowings under our existing unsecured revolving credit facility. During the second quarter of 2002, we repaid all of the $175 million borrowed under our unsecured revolving credit facility. Dividend Policy We have never declared or paid cash dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. Share Repurchase Plan In May 2003, our Board of Directors authorized a share repurchase program, which permits us to purchase up to $300 million of our common stock. Cumulative purchases under the program through June 30, 2003 totaled $10 million. We expect to fund the share repurchase program through cash flows from operations and we expect to increase the rate of share repurchases under the program during the second half of 2003. We do not expect the share repurchase program to have a material impact on our ability to finance future growth. Contractual Obligations and Commitments A description of the terms of our indebtedness, related debt service requirements and our future payments under certain of our contractual obligations is contained in Note 12 to the Consolidated Financial Statements in our 2002 Annual Report on Form 10-K. A discussion of our acquisition of Unilab, including the terms of our term loan facility used to finance the acquisition of Unilab and repayment of substantially all of Unilab's outstanding debt, is contained in Note 2 to the interim consolidated financial statements. On June 27, 2003, we extended the expiration date of the back-up facilities of our secured receivables credit facility from July 21, 2003 to April 21, 2004. A discussion and analysis regarding our minimum rental commitments under noncancelable operating leases, noncancelable commitments to purchase products or services, and reserves with respect to insurance claims at December 31, 2002 is contained in Note 17 to the Consolidated Financial Statements in our 2002 Annual Report on Form 10-K. See Note 4 to the interim consolidated financial statements for information regarding the status of our remaining contractual obligations and commitments, including billing-related claims. Our credit agreements relating to our unsecured revolving credit facility and our term loan facility contain various covenants and conditions, including the maintenance of certain financial ratios, that could impact our ability to, among other things, incur additional indebtedness, repurchase shares of our outstanding common stock, make additional investments and consummate acquisitions. We do not expect these covenants to adversely impact our ability to execute our growth strategy or conduct normal business operations. Unconsolidated Joint Ventures At June 30, 2003 and December 31, 2002, we had investments in unconsolidated joint ventures in Phoenix, Arizona; Indianapolis, Indiana; Dayton, Ohio; and Chesapeake, Virginia, which are accounted for under the equity method of accounting. We believe that our transactions with our joint ventures are conducted at arm's length, reflecting current market conditions and pricing. Total net revenues of our unconsolidated joint ventures, on a combined basis, are less than 6% of our consolidated net revenues. Total assets associated with our unconsolidated joint ventures are less than 3% of our consolidated total assets. We have no material unconditional obligations or guarantees to, or in support of, our unconsolidated joint ventures and their operations. Requirements and Capital Resources We estimate that we will invest approximately $170 million to $180 million during 2003 for capital expenditures to support and expand our existing operations, principally related to investments in information technology, equipment, and facility upgrades. Other than the reduction for outstanding letters of credit, which approximated $42 million at June 30, 2003, all of the $325 million revolving credit facility under the credit agreement and all of the $250 million secured receivables credit facility remained available to us for future borrowing at June 30, 2003. 21 We believe that cash from operations and our borrowing capacity under our unsecured revolving credit facility and secured receivables credit facility will provide sufficient financial flexibility to meet seasonal working capital requirements and to fund capital expenditures, debt service requirements and additional growth opportunities for the foreseeable future, exclusive of any potential temporary impact of the Health Insurance Portability and Accountability Act of 1996, as discussed below. Improvements in our industry and in particular our financial performance have resulted in improvements to our credit ratings from both Standard & Poor's and Moody's Investor Services. Our investment grade credit ratings have had a favorable impact on our cost of and access to capital. We believe that our improved financial performance should provide us with access to additional financing, if necessary, to fund growth opportunities that cannot be funded from existing sources. Health Insurance Portability and Accountability Act of 1996 The Secretary of the Department of Human Health and Services, or HHS, has issued final regulations under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), designed to improve the efficiency and effectiveness of the health care system by facilitating the electronic exchange of information in health care transactions while protecting the privacy and security of the information exchanged. Three principal regulations have been issued: privacy regulations, security regulations, and standards for electronic transactions. We implemented the HIPAA privacy regulations by April 2003, as required, and are evaluating the costs of enhancing our systems and procedures when necessary to comply with the security regulations by the compliance deadline of April 20, 2005. The HIPAA transaction regulations provide uniform standards for electronic transactions and code sets, including the code set used for billing and electronic transactions for claims, remittance advices, enrollment, and eligibility. Payers were supposed to be ready to test with providers beginning April 16, 2003. We are testing claims submissions with many of our payers, but many payers are behind in being ready to test. It is unlikely that all payers will be ready by the compliance deadline of October 16, 2003. There is a divergence of interpretation on how the new standards for electronic transactions are to be implemented such as whether payers may require us to provide information we may not readily obtain from physicians today (for example certain demographic information not usually provided by physicians). In addition, it is possible that providers may have to bill some payers using paper claims until such payers are ready to implement the new requirements. As a result, we could face increased costs and complexity, as well as a temporary disruption in receipts and ongoing reductions in reimbursements and net revenues. We are working closely with our payers and our trade association to present issues and problems as they arise to the proper regulators and standards setting organizations. The Centers for Medicare and Medicaid Services (CMS) issued Guidance on July 24, 2003 that it will not penalize a covered entity for post-implementation date transactions that are not fully compliant with the transactions standards, if the covered entity can demonstrate its good faith efforts to comply with the standards. CMS' stated purpose for this flexible enforcement position is to "permit health plans to mitigate unintended adverse effects on covered entities' cash flow and business operations during the transition to the standards, as well as on the availability and quality of patient care." Quest Diagnostics is working with its payers in good faith to reach agreement on each payer's data requirements and to test claims submissions, while, at the same time, developing contingency plans to minimize the potential impact in the event payers are not ready. At this time, we cannot estimate the potential impact of implementing the HIPAA transaction standards. Impact of New Accounting Standards In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities". In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Instruments with Characteristics of both Liabilities and Equity". The impact of the above referenced accounting standards is discussed in Note 1 to the interim consolidated financial statements. 22 Forward-Looking Statements Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as "may", "believe", "will", "expect", "project", "estimate", "anticipate", "plan" or "continue". These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could significantly cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act") provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation. We would like to take advantage of the "safe harbor" provisions of the Litigation Reform Act in connection with the forward-looking statements included in this document. The risks and other factors that could cause our actual financial results to differ materially from those projected, forecasted or estimated by us in forward-looking statements may include, but are not limited to, unanticipated expenditures, changing relationships with customers, payers, suppliers and strategic partners, competitive environment, changes in government regulations, conditions of the economy and other factors described in our 2002 Annual Report on Form 10-K and subsequent filings. Item 4. Controls and Procedures (a) Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective. (b) During the quarterly period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 23 PART II - OTHER INFORMATION Item 1. Legal Proceedings See Note 4 to the interim consolidated financial statements for information regarding the status of government investigations and private claims. Item 4. Submission of Matters to a Vote of Security Holders (a) The annual meeting of stockholders of the Company was held on May 13, 2003. At the meeting the matters described below were approved by the stockholders. (b-c) The following nominees for the office of director were elected for terms expiring at the 2006 annual meeting of stockholders, by the following votes: For Withheld ---------- --------- James F. Flaherty III 93,134,122 1,182,576 Kenneth W. Freeman 92,408,602 1,908,096 Gail R. Wilensky 93,143,354 1,173,344 John B. Ziegler 93,043,395 1,273,303 24 The following persons continue as directors: Kenneth D. Brody William F. Buehler Mary A. Cirillo William R. Grant Rosanne Haggerty Surya N. Mohapatra Dan C. Stanzione The appointment of the PricewaterhouseCoopers LLP as independent accountants to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2003, was approved by the following number of stockholder votes for, against, and abstained: For: 91,975,247 Against: 1,636,188 Abstained: 705,263 The Senior Management Incentive Plan was approved by the following number of stockholder votes for, against, and abstained: For: 83,870,530 Against: 8,191,360 Abstained: 2,254,808 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.1 Amendment No. 6 to the Amended and Restated Credit and Security Agreement dated as of June 27, 2003 among Quest Diagnostics Receivables Inc., as Borrower, the Company, as Initial Servicer, each of the lenders party thereto and Wachovia Bank, National Association, as Administrative Agent 10.2 The Quest Diagnostics Incorporated Amended and Restated Deferred Compensation Plan For Directors 10.3 Quest Diagnostics Incorporated Procedures for the Exercise of Designated Options by Covered Employees 10.4 Quest Diagnostics Incorporated 1999 Employee Equity Participation Program, as amended as of July 31, 2003 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. 'SS' 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. 'SS' 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Report on Form 8-K filed during the second quarter of 2003: On May 1, 2003, the Company filed an amended current report on Form 8-K (Date of Report: February 26, 2003) reporting under Item 2 on the acquisition of the outstanding capital stock of Unilab Corporation. 25 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. July 31, 2003 Quest Diagnostics Incorporated By /s/ Kenneth W. Freeman ------------------------------ Kenneth W. Freeman Chairman of the Board and Chief Executive Officer By /s/ Robert A. Hagemann ------------------------------ Robert A. Hagemann Vice President and Chief Financial Officer 26 STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as............................... 'SS'