SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1998
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)
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Registered
Common Stock New York Stock Exchange
with attached Preferred Share Purchase Right
10.75% Senior Subordinated Notes due 2006 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
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<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [x]
As of February 28, 1999, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant was approximately $636
million, based on the closing price on such date of the Company's Common Stock
on the New York Stock Exchange.
As of February 28, 1999, there were outstanding 30,044,753 shares of Common
Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K into
Document which incorporated
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Portions of the Registrant's Proxy
Statement to be filed by April 30,
1999............................................Part III
Such Proxy Statement, except for portions thereof which have been specifically
incorporated by reference, shall not be deemed "filed" as part of this report on
Form 10-K.
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PART I
Item 1. Business
Quest Diagnostics Incorporated, together with its subsidiaries, is one of
the largest clinical laboratory testing companies in the United States. Quest
Diagnostics offers a broad range of clinical laboratory testing services used by
physicians in the detection, diagnosis, evaluation, monitoring and treatment of
diseases and other medical conditions. These tests range from the routine (such
as blood cholesterol tests) to highly complex tests such as molecular
diagnostics testing. Quest Diagnostics currently processes over 50 million
requisitions each year. A requisition is an order form completed by a physician
that accompanies a patient specimen, indicating the tests to be performed and
the party to be billed for the tests. Quest Diagnostics' customers include
physician practices, managed care organizations, hospitals, employers and
institutions and other independent clinical laboratories.
Quest Diagnostics has a network of 14 regional laboratories located in
major metropolitan areas throughout the United States, several joint venture and
branch laboratories (including one in Mexico), approximately 140 smaller "stat"
laboratories and approximately 800 patient service centers. Quest Diagnostics
also has an esoteric testing laboratory and research and development facility
known as Nichols Institute located in San Juan Capistrano, California.
Quest Diagnostics Incorporated is a Delaware corporation. We refer to
Quest Diagnostics Incorporated and its subsidiaries as "Quest Diagnostics."
Quest Diagnostics is the successor to a New York corporation known as MetPath
Inc. that was organized in 1967. From 1982 to 1996, Quest Diagnostics was a
subsidiary of Corning Incorporated ("Corning"). On December 31, 1996, Corning
distributed all of the outstanding shares of common stock of Quest Diagnostics
to the stockholders of Corning. The principal executive offices of Quest
Diagnostics are located at One Malcolm Avenue, Teterboro, New Jersey 07608,
telephone number: (201) 393-5000.
Business Strategy
Quest Diagnostics' overall goal is to be recognized by its customers,
employees and competitors as the best provider of comprehensive and innovative
clinical testing, information and services.
Best Supplier. Quest Diagnostics seeks to be the supplier of the highest
quality and the lowest cost testing services.
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o Highest Quality Provider. All of Quest Diagnostics' regional laboratories are
accredited by the College of American Pathologists. In 1998, Nichols
Institute achieved ISO-9001 certification. Nichols Institute is the first
clinical laboratory in North America to meet the requirements of this
international standard for quality management systems. Several of Quest
Diagnostics' regional laboratories are currently pursuing ISO-900l
certification. Beginning in 1999, Quest Diagnostics will begin a new quality
initiative (six sigma quality) designed to dramatically improve process
effectiveness and efficiencies.
o Quest Diagnostics measures customer perceptions by extensive quarterly
satisfaction surveys. Each regional laboratory operates a comprehensive
total quality management system. All employees attend quality awareness
training programs. Quality control programs are supplemented by efforts to
identify and eliminate errors. Error rates are generally reported in parts
per million with aggressive goals set and progress monitored. Error rates
are improved primarily through process improvement, training and the
implementation of practices that Quest Diagnostics has identified as the
"best practices" used in its facilities.
o Lowest Cost Provider. Since 1996 Quest Diagnostics has made significant
reductions in operating costs by standardizing processes, systems, equipment
and supplies, as well as by consolidating laboratory facilities. Quest
Diagnostics expects to achieve additional cost savings by continuing these
activities during 1999 and 2000.*
Preferred Partner with Large Buyers. Large managed care organizations and other
health care networks are increasingly controlling the purchase of health care
services. Quest Diagnostics seeks to be the preferred provider of laboratory
testing services to these customers on a selective basis. To achieve this, Quest
Diagnostics identifies prospective customers on a national and regional basis
and seeks to efficiently allocate resources to support these efforts. Quest
Diagnostics also pursues innovative alliances to assist its partners in
achieving their business objectives. As described in "-Expansion Opportunities -
Hospital Alliances," during 1997 and 1998 Quest Diagnostics entered into joint
ventures with leading integrated hospital networks in the Phoenix, Pittsburgh
and St. Louis metropolitan areas and also entered into an agreement with an
affiliate of Premier Inc., one of the nation's largest group purchasing
organizations. Quest Diagnostics believes that it can become the preferred
partner to large health care networks as (1) large networks typically prefer to
use large independent clinical laboratories that can service them on a national
or regional basis and (2) Quest Diagnostics continues to pursue its goal of
becoming the highest quality, lowest cost provider. *
o Account Profitability. Since 1996, Quest Diagnostics has focused its sales
efforts on pursuing and keeping those accounts that generate an acceptable
profit. During 1997 and 1998, Quest Diagnostics implemented an active account
management process to evaluate the profitability of all of its accounts.
Where appropriate, Quest Diagnostics increased pricing, changed the service
levels or terminated accounts that were not profitable. As part of this
program, Quest Diagnostics has provided clear pricing and service offering
guidelines to its sales force. In addition, Quest Diagnostics is aligning the
compensation program for its sales force with the goal of profit growth
through the account management process, including reducing bad debt and
missing or incomplete billing information. As a result of implementing these
practices, average revenue per requisition increased in each of 1997 and
1998, following five years of decline.
o Regional Profitability. Quest Diagnostics believes that it is the
leading provider among independent clinical laboratories in most routine
testing markets of the northeast, mid-Atlantic and mid-west regions. In
most of these regions, Quest Diagnostics believes that it is also among the
lowest cost providers. Approximately two-thirds of Quest Diagnostics'
revenues are generated from these markets. For several years prior to 1998,
Quest Diagnostics incurred operating losses in most of its regional
laboratories that were located outside these regions. During 1997 and 1998
Quest Diagnostics took steps to eliminate excess capacity in the regional
laboratories that were not profitable.
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* These are forward-looking statements. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular see factors (c), (d), (f), (g), (j), (k) and (l).
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Leading Innovator. Quest Diagnostics intends to remain a leading innovator in
the clinical laboratory industry by continuing to develop and introduce new
tests, technology and services. Quest Diagnostics believes it is one of the
leaders in transferring innovative technologies from academic and biotechnology
laboratories to the market through its relationships with the academic community
and pharmaceutical and biotechnology firms, and through internal research and
development. For example, Nichols Institute recently became the first national
reference laboratory to commercially offer the HercepTest(R) assay (under
license from the DAKO Corporation). The HercepTest(R) assay is designed to
identify patients who are likely to benefit from Herceptin (trastuzumab), a new
monoclonal antibody therapy for metastatic breast cancer. Nichols Institute is
one of the leading esoteric testing laboratories in the world. Nichols Institute
serves over 1,000 of the estimated 6,000 hospitals in the United States and
counts among its largest customers other independent clinical laboratory
companies.
Acquisition Agreement with SmithKline Beecham plc
On February 9, 1999, Quest Diagnostics signed a definitive agreement with
SmithKline Beecham plc ("SmithKline Beecham") to purchase SmithKline Beecham's
clinical laboratory business for approximately $1.3 billion. The purchase price
will be paid through the issuance of approximately 12.6 million shares of common
stock of Quest Diagnostics and the payment of $1.025 billion of cash. Quest
Diagnostics expects to close the transaction by July 1999. As a result,
SmithKline Beecham will own approximately 29.5% of Quest Diagnostics'
outstanding common stock. Under the terms of a ten-year stockholder agreement,
SmithKline Beecham will have the right to designate two mutually agreeable
nominees to Quest Diagnostics' board of directors as long as SmithKline Beecham
owns at least 20% of the outstanding common stock. (As long as SmithKline
Beecham owns at least 10% but less than 20% of the outstanding common stock, it
will have the right to designate one nominee.) Quest Diagnostics' board of
directors is expected to expand to nine directors immediately following the
closing. The stockholder agreement will also impose limitations on the right of
SmithKline Beecham to sell or vote its shares and will prohibit SmithKline
Beecham from purchasing in excess of 29.5% of the outstanding common stock of
Quest Diagnostics.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on March 25, 1999. The issuance of 12.6 million shares of common stock
to SmithKline Beecham in the transaction will be submitted to the stockholders
of Quest Diagnostics for approval at the 1999 annual meeting of stockholders,
which is expected to be held on June 8, 1999. The acquisition is also subject to
the receipt of financing for the cash portion of the purchase price as well as
the satisfaction of other customary closing conditions. Quest Diagnostics has
received commitments for all of the financing necessary to complete the
acquisition.
SmithKline Beecham's clinical laboratory testing business is one of the
three largest clinical laboratory networks in the United States, with
approximately $1.6 billion in revenues from clinical laboratory testing during
1998. SmithKline Beecham has a strong presence in several regions in the United
States, particularly the southeastern and western states where Quest
Diagnostics' presence is more limited. The acquisition will result in Quest
Diagnostics being the leading clinical laboratory provider in the country. Quest
Diagnostics will have a much more extensive network of laboratories and patient
service centers, with facilities in substantially all of the country's major
metropolitan areas. After the acquisition, Quest Diagnostics also expects to
generate significant net cost savings through elimination of infrastructure
redundancies and sharing of core competencies. Management expects that these net
savings will exceed $100 million annually after three years.*
Quest Diagnostics believes that the acquisition will enhance its ability
to provide greater value for its customers in a cost-effective manner. Quest
Diagnostics also believes that the acquisition will provide a range of benefits,
including continued improvements in quality, improved customer service through
greater coverage and increased patient access. In addition, Quest Diagnostics
believes that it will have the largest clinical laboratory database in the
world, which Quest Diagnostics can use to help providers and insurers better
manage their patients' health. *
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* These are forward-looking statements. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (j) , (l), and (n).
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The United States Clinical Laboratory Testing Industry
Overview. Clinical laboratory testing is an essential element in the
delivery of quality health care service. Physicians use laboratory tests to
assist in the detection, diagnosis, evaluation, monitoring and treatment of
diseases and other medical conditions. Clinical laboratory testing is generally
categorized as clinical testing and anatomical pathology testing. Clinical
testing is performed on body fluids, such as blood and urine. Anatomical
pathology testing is performed on tissues and other samples, such as human
cells. Most clinical laboratory tests are considered routine and can be
performed by most independent clinical laboratories. Tests that are not routine
and that require more sophisticated equipment and personnel are considered
esoteric tests. Esoteric tests are generally referred to laboratories that
specialize in those tests.
Quest Diagnostics believes that the United States clinical laboratory
testing industry exceeds $30 billion in annual revenues. Most laboratory testing
is done by three types of providers: hospital-affiliated laboratories;
independent clinical laboratories such as those owned by Quest Diagnostics; and
physician-office laboratories. Quest Diagnostics believes that in 1998
hospital-affiliated laboratories performed over one-half of the clinical
laboratory tests in the United States, independent clinical laboratories
performed approximately one-third of those tests and physician-office
laboratories performed the balance.
During the last decade, the following factors have had a negative impact
on the clinical laboratory industry:
o excess capacity and intensified competition, including efforts by
hospital laboratories to expand their testing services to persons
who are not in- or out-patients;
o reductions in Medicare reimbursement rates and changes in government
and private payer reimbursement policies designed to reduce
utilization of tests; and
o growth of the managed care sector and other health care networks
with increased bargaining power.
Effect of the Growth of the Managed Care Sector. Over the last decade, the
managed care industry has been growing and undergoing rapid consolidation. The
growth of the managed care sector presents challenges to independent clinical
laboratories. These include:
o Shift Toward Capitated Payment Contracts. Managed care organizations
generally negotiate for capitated payment contracts, under which
clinical laboratories receive a fixed monthly fee per individual
enrolled with the managed care organization for all laboratory tests
performed during the month. Capitated payment contracts shift the
risk and cost of additional testing to the clinical laboratory.
Services such as esoteric tests and anatomic pathology services may
be excluded from a capitated rate and would be charged on a
fee-for-service basis. Some capitated payment contracts include
retroactive or future fee adjustments if the number of tests
performed for the managed care organization exceeds or is less than
the negotiated threshold levels.
o Responsibility for Charges for Out-of-Network Tests. Recently,
managed care organizations have begun to make their principal
laboratory providers responsible for all costs incurred by the
managed care organizations for clinical laboratory services provided
to their members. Under this type of contract, the principal
laboratory provider is responsible for the charges for tests
performed by other laboratory providers even though the principal
laboratory has no control over the physicians who ultimately
determine where to send the specimens for testing. The principal
provider attempts to reduce this risk by forming a network of other
subcontracted laboratories to reduce the amount of out-of-network
testing. Managed care organizations typically agree to seek to
influence their affiliated physicians to send tests to the principal
laboratory provider or to a network managed by the principal
laboratory provider, which generally receives an additional fee for
managing the laboratory network.
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o Aggressive Pricing. Agreements with managed care organizations have
historically been priced aggressively. This practice was due to
competitive pressures and the expectation that a laboratory can
capture not only the testing covered under the contract, but also
additional higher priced fee-for-service business from non-managed
care patients of participating physicians. As the number of patients
covered under managed care organizations increases, however, there
is less fee-for-service business, and therefore less profitable
business to offset the lower margin managed care business.
Furthermore, physicians are increasingly affiliated with more than
one managed care organization, and, therefore, a clinical laboratory
might receive little, if any, additional fee-for-service testing
from participating physicians.
Future Outlook. In the long term, Quest Diagnostics believes that, while
pricing pressures are likely to remain due to intense competition and third
party payers are likely to continue to control utilization, the following
factors will favorably impact testing volume:
o general aging of the United States population;
o development of more sophisticated and specialized tests for early
detection of disease and disease management;
o tests becoming more affordable due to advances in technology and
increased cost efficiencies;
o increased testing for substance abuse, occupational exposures and as
part of comprehensive wellness programs;
o increased testing for diagnosis and monitoring of infectious
diseases such as AIDS and hepatitis C; and
o an increase in the awareness of patients as to the value of clinical
laboratory testing and an increased willingness of patients to pay
for tests that may not be covered by third party payers.
Services
Quest Diagnostics' laboratory testing business consists of routine testing
and esoteric testing. Quest Diagnostics' management estimates that routine
testing currently generates approximately 84% of its net revenues and esoteric
testing generates approximately 13% of its net revenues. Quest Diagnostics
derives the balance of net revenues from the manufacture and sale of diagnostic
test systems, clinical trials and the provision of information derived from
clinical laboratory data to customers such as managed care organizations and
pharmaceutical companies.
Routine Testing. Routine tests measure various important bodily health
parameters such as the function of the kidney, heart, liver, thyroid and other
organs. Commonly ordered tests include:
o blood cholesterol level tests;
o complete blood cell counts;
o pap smears;
o HIV-related tests;
o urinalyses;
o pregnancy tests; and
o alcohol and other substance-abuse tests.
Quest Diagnostics performs routine testing through its network of
regional, joint venture, branch and stat laboratories and patient service
centers. It also performs routine testing at hospital laboratories it manages.
Regional laboratories offer a full line of routine clinical tests. Stat
laboratories are local facilities where Quest Diagnostics can quickly perform an
abbreviated line of routine tests for customers that require emergency testing
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services. Branch laboratories have a line of routine clinical tests that is more
limited than that of regional laboratories but more extensive than that of stat
laboratories. Patient service centers are facilities at which specimens are
collected. Patient services centers are typically located in or near a building
for medical professionals.
Quest Diagnostics operates 24 hours a day, 365 days a year. It performs
and reports most routine procedures within 24 hours. Most test results are
delivered electronically.
Esoteric Testing. Nichols Institute is one of the leading esoteric
clinical testing laboratories in the world. In 1998, Nichols Institute became
the first clinical laboratory in North America to achieve ISO-9001
certification.
Esoteric tests are those tests that are performed less frequently than
routine tests and/or require more sophisticated equipment and materials,
professional "hands-on" attention and more highly skilled personnel. As a
result, esoteric tests are generally priced substantially higher than routine
tests. Because it is not cost-effective for most clinical laboratories to
perform the low volume of esoteric tests in-house, they generally refer a
significant portion of esoteric tests to an esoteric clinical testing
laboratory.
Nichols Institute performs esoteric tests generally in the following
fields:
o endocrinology (the study of glands, their hormone secretions and
their effects on body growth and metabolism);
o genetics (the study of chromosomes, genes, and their protein
products and effects);
o immunology (the study of the immune system including antibodies,
immune system cells and their effects);
o microbiology (the study of microscopic forms of life including
bacteria, viruses, fungi and other infectious agents);
o molecular biology (a branch of biology dealing with the organization
of living matter, especially with the genetic and molecular basis of
inheritance);
o oncology (the study of abnormal cell growth including benign and
malignant cancer);
o serology (a science dealing with the body fluids and their analysis,
including antibodies, proteins and other characteristics);
o special chemistry; (more sophisticated testing requiring special
expertise and technology); and
o toxicology (the study of chemicals and drugs and their effects on
the body's metabolism).
Quest Diagnostics believes that it is one of the leaders in transferring
technological innovation from academic biotechnology laboratories to the
marketplace. Nichols Institute was the first private reference laboratory to
introduce a number of new tests, including tests to measure circulating hormone
levels and tests to predict breast cancer. Quest Diagnostics continues to
develop new and more sophisticated testing to monitor the success of therapy for
cancer and AIDS and to detect other diseases and disorders.
Quest Diagnostics uses complex technologies such as branched DNA and
polymerase chain reaction to detect lower levels of the AIDS virus than can be
achieved using other technologies. The concentration of the AIDS virus, also
referred to as viral load, can also be measured. The ability to measure the
viral load permits health care providers to better tailor drug therapies for
AIDS-infected patients.
Quest Diagnostics maintains a relationship with the academic community
through its Academic Associates program, under which approximately 60 scientists
from academia and biotechnology firms work directly with Quest Diagnostics'
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staff scientists to monitor and consult on existing test procedures and develop
new esoteric test methods. In addition, Quest Diagnostics enters into licensing
arrangements and co-development agreements with biotechnology companies and
academic medical centers.
Other Services and Products. Quest Diagnostics manufactures and markets
diagnostic test kits and systems primarily for esoteric testing. These are sold
principally to hospital and clinical laboratories both domestically and
internationally. Sales of diagnostic test kits and systems accounted for
approximately 2% of Quest Diagnostics' net revenues in 1998. In addition, Quest
Diagnostics performs clinical laboratory testing in connection with clinical
research trials on new drugs. This testing often involves periodic testing of
patients participating in a clinical trial over a period of several years.
Clinical trials testing accounted for less than 1% of Quest Diagnostics' net
revenues in 1998. Quest Diagnostics also provides information derived from
clinical laboratory data to customers such as managed care organizations and
pharmaceutical companies.
Customers
Quest Diagnostics provides testing services to a broad range of health
care providers. In 1998, no single customer or affiliated group of customers
accounted for more than 2% of Quest Diagnostics' net revenues. Quest Diagnostics
believes that the loss of any one of its customers would not have a material
adverse effect on its financial condition, results of operations or cash flow.
The primary types of customers are:
Physicians and Physician Groups. Physicians requiring testing for patients
who are not covered by a capitated managed care contract are one of the primary
sources of Quest Diagnostics' clinical laboratory business. Quest Diagnostics
bills its fees for testing services to the appropriate party, who may be (1) the
physician who requested the testing, (2) the patient, or (3) a third party who
pays the bill for the patient, such as an insurance company, Medicare or
Medicaid. Some states, including New York, New Jersey and Rhode Island, require
Quest Diagnostics to bill patients directly.
Quest Diagnostics typically bills its customers on a fee-for-service
basis. Fees that are billed to physicians are based on the laboratory's client
fee schedule and are typically negotiated. Fees billed to patients are based on
the laboratory's patient fee schedule, which may be subject to limitations on
fees imposed by third-party payers and negotiation by physicians on behalf of
their patients. Medicare and Medicaid billings are based on fee schedules set by
governmental authorities.
Managed Care Organizations. Managed care organizations typically contract
with a limited number of clinical laboratories and then agree to seek to
influence their participating physicians to use these laboratories. Larger
managed care organizations typically prefer to use large independent clinical
laboratories because they can provide services on a national or regional basis
and can manage networks of local or regional laboratories. In addition, larger
laboratories are better able to achieve the low-cost structures necessary to
profitably service large managed care organizations. Quest Diagnostics expects
the amount of its clinical laboratory testing performed for managed care
organizations under capitated payment contracts to continue to grow.* To achieve
a wider market presence, Quest Diagnostics has developed a centralized
organizational structure to ensure consistent standards of practice, uniform
approaches and better responses to the needs of national managed care
organizations. Recently, Quest Diagnostics has begun to develop and manage
laboratory networks for managed care organizations.
Quest Diagnostics closely reviews the pricing for managed care
organization agreements and intends not to enter into any agreements that are
not profitable. Quest Diagnostics cannot assure investors that it will not lose
market share in the managed care market to other clinical laboratories that
price their laboratory services agreements more aggressively.
While more than 20% of its volume is generated from capitated agreements
with managed care organizations, Quest Diagnostics currently is not the
principal network provider for any of the four largest national managed care
organizations. Quest Diagnostics does, however, perform work for several of
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* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (a), (b) and (f).
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the largest managed care organizations through subcontracting and secondary
provider arrangements.
Hospitals. Quest Diagnostics provides services to hospitals throughout the
United States that vary from esoteric testing to laboratory management.
Hospitals generally maintain an on-site laboratory to perform testing on
patients and refer less frequently needed and highly specialized procedures to
outside laboratories, which typically charge the hospitals on a negotiated
fee-for-service basis. Many hospitals compete with independent clinical
laboratories by encouraging community physicians to send their testing to the
hospital's laboratory. In addition, many hospitals have been purchasing
physicians' practices and requiring the physicians to send their tests to the
hospital's affiliated laboratory. Many hospitals have been seeking to expand
their testing business for non-patients. As a result, hospital-affiliated
laboratories can be both customers and competitors for independent clinical
laboratories.
Employers and Other Institutions. Quest Diagnostics provides testing
services to governmental agencies like the Department of Defense and state and
federal prison systems and to large employers. Services for these customers
typically involve testing for substance abuse, occupational exposures and
comprehensive wellness programs. Quest Diagnostics also performs esoteric
testing services for other independent clinical laboratories that do not have
the full range of Quest Diagnostics' testing capabilities. All of these
customers are charged on a fee-for-service basis.
Payers
Fees for many clinical laboratory tests are billed to a party other than
the patient or the physician who ordered the test. Tests performed may be billed
to third-party payers such as insurance companies, managed care organizations,
Medicare and Medicaid.
The following table shows current estimates of the breakdown of the
percentage of Quest Diagnostics' total volume of requisitions and total clinical
laboratory revenues in 1998 applicable to each payer group:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Revenue as % of Total
Requisition Volume as Clinical Laboratory
% of Total Volume Revenues
- -------------------------------------------------------------------------------
<S> <C> <C>
Patient 5%-10% 15%-20%
- -------------------------------------------------------------------------------
Medicare and Medicaid 15%-20% 15%-20%
- -------------------------------------------------------------------------------
Monthly Bill
(Physician, Hospital,
Employer, Other) 30%-35% 25%-30%
- -------------------------------------------------------------------------------
Third Party
Fee-for-Service 15%-20% 25%-30%
- -------------------------------------------------------------------------------
Managed Care-Capitated 20%-25% 5%-10%
- -------------------------------------------------------------------------------
</TABLE>
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Sales and Marketing
Quest Diagnostics markets to and services its customers through its direct
sales force of approximately 550 sales representatives, 850 customer service and
patient service representatives and 2,000 couriers.
Most sales representatives market routine laboratory services primarily to
physicians. The remaining sales representatives focus on particular market
segments or on testing niches. For example, some representatives concentrate on
market segments such as hospitals or managed care organizations, and others
concentrate on testing niches such as substance-abuse testing.
Customer service representatives perform a number of services for patients
and customers. They monitor services, answer questions and help resolve
problems. Quest Diagnostics' couriers pick up specimens from most clients daily.
Expansion Opportunities
Quest Diagnostics believes that it can take advantage of several expansion
opportunities without incurring significant capital expenditures or other costs.
Hospital Alliances. In response to the growth of the managed care sector,
many health care providers have established new alliances. Hospital-physician
networks are emerging in many markets to offer a comprehensive range of health
care services, either to managed care organizations or directly to employers.
Quest Diagnostics has historically received substantial esoteric testing
revenues from hospital referrals. It has established a hospital alliance group
to develop nontraditional hospital arrangements, including management and
consulting agreements, strategic services and joint ventures. Strategic services
are arrangements under which hospitals refer testing which is traditionally
performed in their own laboratories to independent clinical laboratories. Quest
Diagnostics believes that, in many cases, nontraditional hospital arrangements
can be economically advantageous for a hospital's laboratory by lowering costs
and capital requirements.
During 1997 and 1998, Quest Diagnostics established joint ventures with
three leading integrated health delivery networks: (1) UPMC Health System, based
in Pittsburgh, (2) Unity Health System, based in St. Louis, and (3) Samaritan
Health System, based in Phoenix. It also expanded an existing joint venture to
include approximately 20 hospitals in northwestern Pennsylvania and southwestern
New York. These joint venture arrangements, which provide testing for these
hospitals as well as for unaffiliated physicians and other health care providers
in their geographic areas, serve as four of Quest Diagnostics' laboratory
facilities. Quest Diagnostics also has outsource agreements with a group of
approximately 25 hospitals in eastern Nebraska and manages the laboratories of
those hospitals. In addition, Quest Diagnostics also manages the laboratories at
several other hospitals in the eastern United States.
Quest Diagnostics believes that most hospital laboratories perform
approximately 95% to 97% of their patients' clinical laboratory tests. Despite
potential cost savings that can be derived from outsourcing or strategic
services arrangements, Quest Diagnostics believes that only a small percentage
of the hospitals in the United States has entered into such arrangements.
Nonetheless, Quest Diagnostics is seeking to enter into alliances with
additional hospitals in the future.* As part of this strategy, Quest Diagnostics
entered into a ten-year agreement with an affiliate of Premier, Inc.
("Premier"). Premier is one of the largest group purchasing organizations in the
United States. Approximately 1,800 hospitals in the United States are affiliated
with Premier. Under this agreement, Quest Diagnostics is the only clinical
laboratory sponsored by Premier to negotiate strategic services arrangements
with hospitals affiliated with Premier. Strategic service arrangements may
include a variety of alternatives tailored to the needs of the hospital, ranging
from management of hospital laboratories to extended outsourcing arrangements.
Upon signing strategic services agreements with a Premier-affiliated hospital,
Quest Diagnostics will pay Premier a fee, which may include stock or warrants to
purchase common stock of Quest Diagnostics. Quest Diagnostics is also one of
three clinical laboratories sponsored by Premier to provide reference testing
- --------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (a) and (n).
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services to hospitals affiliated with Premier under a standard group purchasing
agreement.
Medical Information. The demand for comprehensive medical information
continues to grow. Large customers of clinical laboratories are increasingly
interested in integrating clinical laboratory data with other health care
information to answer financial, marketing and quality related questions.
Pharmaceutical customers are interested in using clinical data to expand their
drug sales and marketing efforts as well as to promote disease management
initiatives. To meet these emerging needs for medical information, the Quest
Informatics division of Quest Diagnostics has developed a portfolio of
information products based primarily upon Quest Diagnostics' extensive database
and core medical and analytical expertise. These products maintain patient
confidentiality and require patient consent if patient identifying information
is provided to a third party.
Information Systems
Information systems are used in laboratory testing, billing, customer
service, logistics, management of medical data, and other aspects of Quest
Diagnostics' business. Quest Diagnostics believes that the efficient handling of
information involving customers, patients, payers and other parties will be
critical to its future success.
During the 1980's and early 1990's, when Quest Diagnostics acquired most
of its laboratory facilities, regional laboratories were operated as local,
decentralized units. When it acquired the laboratories, Quest Diagnostics did
not make significant changes in their method of operations and did not
standardize their billing, laboratory and some other information systems. As a
result, by the end of 1995 Quest Diagnostics had many different information
systems for billing, test results reporting and other transactions. Over time,
the growth in the size and network of Quest Diagnostics' customers and the
increasing complexity of billing made clear a greater need for standardized
systems. In addition, under the corporate integrity agreement that Quest
Diagnostics entered into with the United States Government as described in
"--Compliance Programs", Quest Diagnostics is required to standardize its
billing and laboratory information systems. Quest Diagnostics is committed to
building a standardized company-wide information technology infrastructure,
including a Year 2000 compliant environment. Quest Diagnostics has a special
retention bonus plan for its key information systems employees, which is based
on success in making its systems Year 2000 compliant.
Quest Diagnostics has chosen its SYS system as its standard billing system
and its QuestLab system as its standard laboratory information system. The
QuestLab system is licensed from Antrim Corporation. Quest Diagnostics believes
that both of these systems are substantially Year 2000 compliant.
As a result of conversions during the last two years, Quest Diagnostics
expects that by August 31, 1999:
o billing sites representing approximately 75% of its 1998 net clinical
laboratory revenue will be utilizing its SYS system;
o laboratory sites accounting for approximately 65% of its 1998 net
clinical laboratory revenue will be utilizing an Antrim-based
laboratory information system; and
o its remaining non-standard billing and laboratory information systems
will have been made Year 2000 compliant.*
Quest Diagnostics does not plan any additional conversions during the last
several months of 1999, when its information technology employees are expected
to focus principally on testing its systems to confirm year 2000 compliance.
After January 1, 2000, Quest Diagnostics expects to resume converting the
remaining billing and laboratory information systems to the standard systems.
Conversion costs are expected to range between approximately $1 million to $3
million per billing system and $1 million to $3 million per laboratory
information system.* As more billing sites are converted to the standard billing
system, Quest Diagnostics expects to consolidate its billing sites, which will
improve billing. Conversion costs in 1999 are expected to be approximately
$10 million. In addition, Quest Diagnostics expects to spend additional
- ------------------------------
* These are forward-looking statements. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (d), (j), (l) and (n).
12
<PAGE>
funds in 1999 to make its systems Year 2000 compliant.* For a discussion of
Quest Diagnostics' year 2000 readiness, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Excluding the
acquisition of SmithKline Beecham's clinical laboratory business, Quest
Diagnostics anticipates that the cost of converting all of its current billing
and laboratory information systems in 2000 and later years will range between
$25 million and $30 million, depending on the number of billing consolidations
that occur.*
Following the acquisition of SmithKline Beecham's clinical laboratory
business, Quest Diagnostics will reassess its standard systems. SmithKline
Beecham's clinical laboratory business has standardized its billing and
laboratory information systems. SmithKline Beecham's laboratory information
system is also licensed from Antrim Corporation but its billing system is
different from the SYS billing system of Quest Diagnostics. The acquisition is
likely to increase the cost of conversions to standardize billing and
laboratory information systems.
Billing
Billing for laboratory services is complicated. Laboratories must bill
various payers, such as patients, insurance companies, Medicare, Medicaid,
doctors and employer groups, all of which have different requirements.
Most of Quest Diagnostics' bad debt expense is the result of several
non-credit related issues, primarily missing or incorrect billing information on
requisitions. Quest Diagnostics performs the requested tests and reports test
results regardless of incorrect or missing billing information. It subsequently
attempts to obtain any missing information and rectify incorrect billing
information received from the health care provider. Missing or incorrect
information on requisitions slows the billing process, creates backlogs of
unbilled requisitions and generally increases the aging of accounts receivable.
Among many other factors complicating billing are (1) pricing differences
between the fee schedules of Quest Diagnostics and the payer, (2) disputes
between payers as to which party is responsible for payment and (3) auditing for
specific compliance issues. Ultimately, if all issues are not resolved in a
timely manner, the related receivables are charged to the allowance for doubtful
accounts. Quest Diagnostics has implemented best billing practices that have
significantly reduced the percentage of requisitions with missing billing
information from approximately 16% at the beginning of 1996 to approximately 6%
at the end of 1998. These initiatives, together with progress in dealing with
Medicare medical necessity documentation requirements and standardizing billing
systems, have significantly reduced bad debt expense during 1997 and 1998.
Integration of a standardized billing system is a priority of Quest
Diagnostics. The use of a standard system will provide efficiency, as redundant
programming efforts are eliminated and the ability to consolidate billing sites
will become more feasible. Converting billing systems to the SYS system presents
conversion risks to Quest Diagnostics, as key databases and masterfiles are
transferred to the SYS system. In addition, the billing workflow is interrupted
during a conversion, which may cause backlogs. To reduce this risk, Quest
Diagnostics has retained key people who have been involved in prior conversions.
Quest Diagnostics has been unable to secure assurances from a number of
key payers that they will be in a position after January 1, 2000 to maintain
uninterrupted reimbursement to Quest Diagnostics. Failure of payers to maintain
uninterrupted reimbursement to Quest Diagnostics may have an adverse effect on
its financial condition, results of operations and cash flow. For a discussion
of Quest Diagnostics' year 2000 readiness, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Acquisitions and Consolidations
Quest Diagnostics has added most of its regional laboratories through
acquisitions. Apart from the planned acquisition of SmithKline Beecham's
clinical laboratory business, Quest Diagnostics expects to focus future clinical
laboratory acquisition efforts on smaller laboratories that can be integrated
into its existing laboratories. This strategy will enable Quest Diagnostics to
reduce costs and gain other benefits from the elimination of redundant
facilities and equipment, and reductions in personnel. Quest Diagnostics may
also consider acquisitions of ancillary businesses as part of its overall growth
strategy.
Quest Diagnostics believes that the clinical laboratory industry operates
significantly below capacity. Recently, Quest Diagnostics took several steps to
reduce its excess capacity. Since 1997 Quest Diagnostics has:
- ------------------------
* These are forward-looking statements. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (d), (j), (l) and (n).
13
<PAGE>
o substantially completed the conversion of two of its regional
laboratories in Atlanta and Tampa into stat laboratories;
o substantially completed the downsizing of the regional laboratory in
St. Louis and several branch laboratories in Indianapolis, Buffalo,
Columbus, Cleveland and Nashville; and
o formed a joint venture with Samaritan Health System, a leading
integrated health care delivery network in Arizona. Consolidation of
the laboratory operations of this joint venture has been difficult.
This is the only joint venture that Quest Diagnostics does not control.
Notwithstanding the joint venture's leading position in the Arizona
market and strong volume, the joint venture has incurred operating
losses that have resulted from difficulties in integrating facilities
and systems.
Quest Diagnostics believes that there is still significant excess capacity
in its system and is exploring other possible steps to reduce costs.*
- ------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (f) and (j).
14
<PAGE>
Competition
The clinical laboratory testing business is fragmented and highly
competitive. Quest Diagnostics competes with three types of providers:
hospital-affiliated laboratories, other independent clinical laboratories and
physician-office laboratories.
There are presently three major independent clinical laboratories: Quest
Diagnostics; Laboratory Corporation of America Holdings ("LabCorp"); and
SmithKline Beecham Clinical Laboratories, Inc. ("SBCL"). In 1998, Quest
Diagnostics had approximately $1.5 billion in revenues, LabCorp had
approximately $1.6 billion in revenues; and SBCL had approximately $1.6 billion
in revenues. The acquisition of SBCL will result in Quest Diagnostics becoming
the leading clinical laboratory provider in the United States with facilities in
substantially all of the country's major metropolitan areas. For a discussion of
the transaction and its effect on Quest Diagnostics, see "-Acquisition Agreement
with SmithKline Beecham plc."
In addition, Quest Diagnostics competes with many smaller regional and
local independent clinical laboratories, as well as laboratories owned by
physicians and hospitals. However, Quest Diagnostics believes that its
lower-cost structure and broader network permits it to compete more effectively
than smaller laboratories in servicing large managed care organizations.
Hospital laboratories have become more aggressive in providing services to
affiliated and unaffiliated physicians. Quest Diagnostics is the leading
provider for routine testing among independent clinical laboratories in most of
the northeast, mid-Atlantic and mid-west markets in the United States. Its
market presence in routine testing is much more limited in the rest of the
country.
Quest Diagnostics believes that health care providers often consider the
following factors, among others, in selecting a laboratory:
o accuracy, timeliness and consistency in reporting test results;
o number and type of tests performed by the laboratory;
o service capability and convenience offered by the laboratory;
o its reputation in the medical community; and
o pricing.
Quest Diagnostics believes that it competes favorably in each of these areas. As
described under "-Business Strategy," it is also implementing strategies to
improve its competitive position.
Quest Diagnostics believes that consolidation in the clinical laboratory
testing business will continue. It also believes large independent clinical
laboratories may be able to increase their penetration of the overall clinical
laboratory testing market due to their large service networks and lower cost
structures. These advantages should enable larger clinical laboratories to more
effectively serve growing managed care organizations and more effectively deal
with Medicare reimbursement reductions and utilization controls.*
Quality Assurance
Quest Diagnostics' goal is to continually improve processes for
collection, storage and transportation of patient specimens, as well as the
precision and accuracy of analysis and result reporting. Quest Diagnostics'
quality assurance efforts focus on proficiency testing, process audits,
statistical process control and personnel training for all of its laboratories
and patient service centers.
- ----------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (a), (b), (c), (d), (e), (f), (j),
(l) and (n).
15
<PAGE>
Internal Quality Control and Audits. Quality control samples are processed
in parallel with the analysis of patient specimens. The results of tests on
quality control samples are then monitored to identify drift, shift or
imprecision in the analytical processes. In addition, Quest Diagnostics
administers an extensive internal program of "blind" proficiency testing, where
quality control samples are processed through Quest Diagnostics' systems as
routine patient samples and reported. Quest Diagnostics also performs internal
process audits as part of its comprehensive quality assurance program.
External Proficiency Testing and Accreditation. All Quest Diagnostics'
laboratories participate in various blind sample quality surveillance programs
conducted externally. These programs supplement all other quality assurance
procedures. They include proficiency testing programs administered by the
College of American Pathologists ("CAP"), as well as many state agencies.
CAP is an independent non-governmental organization of board certified
pathologists. CAP is approved by the Health Care Financing Administration to
inspect clinical laboratories to determine compliance with the standards
required by the Clinical Laboratory Improvement Amendments of 1988. CAP offers
an accreditation program to which laboratories may voluntarily subscribe. All
Quest Diagnostics' regional laboratories are accredited by CAP. Accreditation
includes on-site inspections and participation in the CAP proficiency test
program.
Regulation of Clinical Laboratory Operations
The clinical laboratory industry is subject to significant federal and
state regulation. Governmental authorities may impose fines, criminal penalties
or take other enforcement actions to enforce laws and regulations, including
revoking a clinical laboratory's right to conduct business.
CLIA. All Quest Diagnostics laboratories and patient service centers are
licensed and accredited by applicable federal and state agencies. The Clinical
Laboratory Improvement Amendments of 1988 ("CLIA") regulates virtually all
clinical laboratories by requiring they be certified by the federal government
to ensure that all clinical laboratory testing services are uniformly accurate,
reliable and timely. CLIA permits states to adopt regulations that are more
stringent than federal law. For example, state laws may require additional
personnel qualifications, quality control, record maintenance and proficiency
testing.
Drug Testing. The Substance Abuse and Mental Health Services
Administration ("SAMHSA") regulates drug testing for public sector employees.
SAMHSA has established detailed performance and quality standards that
laboratories must meet to perform drug testing on federal employees and
contractors and other regulated entities. Quest Diagnostics' laboratories that
perform such testing must be certified as meeting SAMHSA standards. Seven of
Quest Diagnostics' laboratories are SAMHSA-certified, requiring on-site
inspections twice a year by SAMHSA and CAP.
Controlled Substances. The federal Drug Enforcement Administration (the
"DEA") regulates access to controlled substances in drug abuse testing. Quest
Diagnostics' laboratories that use controlled substances are licensed by the
DEA.
Medical Waste and Radioactive Materials. Clinical laboratories are also
subject to federal, state and local regulations relating to the handling and
disposal of medical specimens, hazardous waste and radioactive materials. Quest
Diagnostics uses outside suppliers for specimen disposal. Quest Diagnostics
believes that it currently complies with all laws in connection with the
disposal of medical waste and radioactive materials.
Occupational Safety. The federal Occupational Safety and Health
Administration has established extensive requirements relating specifically to
workplace safety for health care employers. This includes clinical laboratories
whose workers may be exposed to blood-borne or airborne viruses, such as HIV and
hepatitis B.
Specimen Transportation. Regulations of the Department of Transportation,
the Public Health Service and the United States Postal Service apply to surface
and air transportation of clinical laboratory specimens.
Regulation of Reimbursement for Clinical Laboratory Services.
Overview. The health care industry has been undergoing significant
changes. Governmental payers, such as Medicare (which principally serves
patients aged 65 years and older), Medicaid (which principally services indigent
patients), as well as private insurers and large employers have taken steps to
16
<PAGE>
control the cost, utilization and delivery of health care services. Principally
as a result of recent reimbursement reductions and measures adopted by the
Health Care Financing Administration ("HCFA") to reduce utilization described
below, the percentage of Quest Diagnostics' aggregate net revenues derived from
Medicare programs declined from 20% in 1995 to 14% in 1998. Revenues from
Medicaid as a percentage of Quest Diagnostics' aggregate net revenues have
declined from 3% in 1995 to 2% in 1998. Quest Diagnostics believes its other
business may significantly depend on continued participation in the Medicare and
Medicaid programs, because many clients may want a single laboratory to perform
all of their clinical laboratory testing services, regardless of whether
reimbursements are ultimately made by themselves, Medicare, Medicaid or other
payers.
Billing and reimbursement for clinical laboratory testing is subject to
significant federal and state regulation. Penalties for violations of laws
relating to billing federal healthcare programs and for violations of federal
fraud and abuse laws include: (1) exclusion from participation in
Medicare/Medicaid programs; (2) asset forfeitures; (3) civil and criminal
penalties and fines; and (4) the loss of various licenses, certificates and
authorizations necessary to operate some or all of a clinical laboratory's
business. Civil administrative penalties for a wide range of offenses are
$10,000 per offense plus three times the amount claimed.
Reduced Reimbursements. In 1984, Congress established a Medicare fee
schedule for clinical laboratory services performed for patients covered under
Part B of the Medicare program. Congress then imposed a ceiling on the amount
that would be paid under the Medicare schedule. Since then, Congress has
periodically reduced previous ceilings. The Medicare national fee schedule
limitations were reduced in 1996 to 76% of the 1984 national median and in 1998
to 74% of the 1984 national median. In addition, Congress also eliminated the
provision for annual fee schedule increases based on the consumer price index
through 2002. Currently, the Clinton Administration's proposed budget for fiscal
year 2000 seeks to further reduce the Medicare national fee schedule limitations
to 72% of the 1984 national median. Quest Diagnostics cannot predict if Congress
will implement the proposed reduction or any other reductions.
Laboratories must bill the Medicare program directly and must accept the
scheduled amount as payment in full for most tests performed on behalf of
Medicare beneficiaries. In addition, state Medicaid programs are prohibited from
paying more (and in most instances, pay significantly less) than Medicare. Major
clinical laboratories, including Quest Diagnostics, typically use two fee
schedules:
o "Client" fees charged to physicians, hospitals, and institutions to
which a laboratory supplies services on a wholesale basis. These are
generally subject to negotiation or discount.
o "Patient" fees charged to individual patients and third-party payers,
like Medicare and Medicaid. These generally require separate bills for
each requisition.
The fees established by Medicare are typically substantially lower than
patient fees otherwise charged by Quest Diagnostics, but are higher than Quest
Diagnostics' fees actually charged to many clients. Federal and some state
regulations prohibit clinical laboratories from charging government programs
more than what they charge other customers. During 1992, the Office of the
Inspector General (the "OIG") of the Department of Health and Human Services
("HHS") issued final regulations that prohibited charging Medicare fees
substantially in excess of a provider's usual charges. The OIG, however,
declined to provide any guidance concerning interpretation of these rules,
including whether or not discounts to non-governmental clients and payers or the
dual-fee structure might be inconsistent with these rules.
A proposed rule released in September 1997 would authorize the OIG to
exclude from participation in the Medicare program providers, including clinical
laboratories, that charge Medicare and other programs fees that are
"substantially in excess of . . . usual charges . . . to any of [their]
customers, clients or patients." This proposal was withdrawn by the OIG in 1998.
However, the 1997 Balanced Budget Act permits HCFA to adjust statutorily
prescribed fees for some medical services, including clinical laboratory
services, if the fees are "grossly excessive." In January 1998, HCFA issued an
interim final rule setting forth criteria to be used by HCFA in determining
whether to exercise this power. Among the factors listed in the rule are whether
the statutorily prescribed fees are "grossly higher or lower than the payment
made for the. . . services by other purchasers in the same locality." Quest
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Diagnostics cannot provide any assurances to investors that fees payable by
Medicare could not be reduced as a result of the application of this rule.
Reduced Utilization of Clinical Laboratory Testing. In recent years, HCFA
has taken several steps to reduce utilization of clinical laboratory testing.
Since 1995, Medicare carriers have adopted policies under which they do not pay
for many commonly ordered clinical tests unless the ordering physician has
provided an appropriate diagnostic code supporting the medical necessity of the
test. Physicians are required by law to provide diagnostic information when they
order clinical tests for Medicare and Medicaid patients. However, there is no
penalty prescribed for violations of this law.
In March 1996, HCFA eliminated its prior policy under which Medicare paid
for all tests contained in an automated chemistry panel when at least one of the
tests in the panel is medically necessary. HCFA indicated that under the new
policy, Medicare will only pay for those individual tests in a chemistry panel
that are medically necessary. Later in 1996, the American Medical Association
("AMA"), in conjunction with HCFA, designed four new panels of "clinically
relevant" automated chemistry panels. Each panel consists of between 4 and 12
tests. These four new panels replaced the previous automated chemistry test
panels, consisting of 19 to 22 tests. HCFA adopted these panels in early 1998.
Since then, Medicare carriers have focused limited coverage application to the
panel level and not to the test component level. However, Quest Diagnostics
cannot provide any assurances to investors that Medicare carriers will not focus
future limited coverage application to the test component level.
In response to these developments, in April 1998, Quest Diagnostics
implemented a Medicare/Medicaid-only order form. This form includes the four new
AMA chemistry test panels and highlights "limited coverage" tests for which
Medicare/Medicaid will pay. During the fourth quarter of 1998, Quest Diagnostics
also implemented a new general test billing form offering these new panels to
all patients. While Quest Diagnostics did not see a significant impact in 1998,
Quest Diagnostics believes that these panels are likely to result in fewer test
orders per requisition and may put additional pressure on revenues and earnings
in the future.*
Quest Diagnostics is generally permitted to bill patients directly for
some statutorily excluded clinical laboratory services. Quest Diagnostics is
also generally permitted to bill patients for clinical laboratory tests that
Medicare does not pay for due to "medical necessity" limitations (these tests
include limited coverage tests for which an approved diagnosis code is not
provided by the ordering physician) if the patient signs an advance beneficiary
notice on Quest Diagnostics' new Medicare/Medicaid-only requisition. Since
requisitions are filled out by physician clients, Quest Diagnostics cannot
control the proper use of the advance beneficiary notice, and may perform the
tests but cannot subsequently bill the patient for them.
Inconsistent Practices. Currently, over 20 local carriers administer
Medicare. They have inconsistent policies on matters such as: (1) test coverage;
(2) automated chemistry panels; (3) diagnostics coding; (4) claims
documentation; and (5) fee schedules (subject to the national limitations).
Inconsistent regulation has increased the complexity of the billing process for
clinical laboratories. As part of the 1997 Balanced Budget Act, HHS is required
to adopt uniform policies on the above matters by January 1, 1999 and replace
the current local carriers with no more than five regional carriers. In October
1998, HCFA announced that, despite the legislative mandate, HCFA will not
replace the local carriers with five regional carriers. The Clinton
Administration is expected to sponsor legislation to repeal the five carrier
mandate.
HCFA plans to achieve standardization through the help of a single claims
processing system for all carriers. This initiative, however, has been suspended
due to HCFA's Year 2000 compliance priorities. In a report in September 1998,
the General Accounting Office concluded that "HCFA and its contractors are
severely behind schedule in repairing, testing and implementing the
mission-critical systems supporting Medicare" and "it is highly unlikely that
all of the Medicare systems will be compliant in time to ensure the delivery of
uninterrupted benefits and services into the year 2000."
- --------------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform
Act of 1995." In particular, see factors (a), (b), (c), (d), (e), (f), (j)
and (m).
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<PAGE>
Competitive Bidding. The 1997 Balanced Budget Act requires HCFA to conduct
five Medicare bidding demonstrations involving various types of medical services
and complete them by 2002. HCFA is expected to include a clinical laboratory
demonstration project in a metropolitan statistical area as part of the
legislative mandate. The project is expected to begin in the second half of
1999. If competitive bidding were implemented on a regional or national basis
for clinical laboratory testing, it could materially adversely affect the
clinical laboratory industry and Quest Diagnostics.
Future Legislation. Future changes in federal, state and local regulations
(or in the interpretation of current regulations) affecting governmental
reimbursement for clinical laboratory testing could adversely affect Quest
Diagnostics. Quest Diagnostics cannot predict, however, whether and what type of
legislation will be enacted into law.
Fraud and Abuse Regulations. Medicare and Medicaid anti-kickback laws
prohibit clinical laboratories from making payments or furnishing other benefits
to influence the referral of tests billed to Medicare, Medicaid or other federal
programs.
Various federal enforcement agencies, including the Federal Bureau of
Investigations ("FBI") and the OIG, interpret liberally and enforce aggressively
statutory fraud and abuse provisions. According to public statements by the
Department of Justice ("DOJ"), during the last several years health care fraud
has been elevated to the second-highest priority of the DOJ, and FBI agents have
been transferred from investigating counterintelligence activities to health
care provider fraud. The OIG also is involved in investigations of health care
fraud and has, according to recent workplans, targeted certain laboratory
practices for study, investigation and prosecution. Many of the anti-fraud
statutes and regulations, including those relating to joint ventures and
alliances, are vague or indefinite and have not been interpreted by the courts.
In addition, regulators have generally offered little guidance to the clinical
laboratory industry. Despite several requests from the clinical laboratory
industry for clarification of the anti-fraud and abuse rules since 1992, the OIG
has issued only two fraud alerts regarding clinical laboratory practices.
Many states have anti-kickback, anti-rebate, anti-fee-splitting and other
laws that also affect Quest Diagnostics' relationships with clients who refer
non-government-reimbursed clinical laboratory testing business to Quest
Diagnostics.
In addition, since 1992, a federal anti-"self-referral" law, commonly
known as the "Stark" law, prohibits, with certain exceptions, Medicare payments
for laboratory tests referred by physicians who have, personally or through a
family member, an investment interest in, or a compensation arrangement with,
the testing laboratory. Since January 1995, these restrictions have also applied
to Medicaid-covered services. Many states have similar anti-"self-referral" and
other laws that also affect investment and compensation arrangements with
physicians who refer other than government-reimbursed laboratory testing to
Quest Diagnostics.
Government Investigations and Related Claims
Since 1993, Quest Diagnostics has settled various government and private
claims that primarily involved industry-wide billing and marketing practices
that Quest Diagnostics had substantially discontinued by early 1993. Other
independent clinical laboratories, including SBCL and LabCorp, have settled
similar claims.
Government Settlements
The MetPath Settlement. In September 1993, Quest Diagnostics entered into
a civil settlement agreement with the DOJ and the OIG, under which it paid a
total of approximately $36 million. The claims were that MetPath had wrongfully
induced physicians to order laboratory tests without their realizing that those
tests would be billed to Medicare at rates higher than those the physicians
believed were applicable.
The Damon Settlement. In October 1996, Damon Clinical Laboratories
("Damon"), which was purchased by Corning in 1993, entered into a plea agreement
and civil settlement agreement and release with the DOJ. Under these agreements,
Damon paid approximately $40 million in base recoupments for overcharges and an
additional $79 million in total criminal and civil payments. The Damon
settlement did not exclude Quest Diagnostics from participation in any federal
health care programs.
Damon Joint Venture Settlement. In August 1998, Quest Diagnostics entered
into a settlement with the DOJ for approximately $15 million. The settlement was
with respect to a joint venture that Damon had with Vivra Inc. and a predecessor
joint venture between Damon and Vivra's former parent. The joint venture was
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dissolved in May 1996. The government asserted, among other things, that the
joint ventures operated as a scheme to generate referrals for medically
unnecessary testing by providing unlawful kickbacks to Damon's joint venture
partners in the form of partnership profits. Corning reimbursed Quest
Diagnostics for the cost of the settlement.
Other Governmental Settlements. In addition, since 1992, Quest Diagnostics
has settled eight other federal and state billing-related claims for a total of
approximately $31 million.
Ongoing Government Investigations
The Nichols Institute Investigation. In August 1993, the federal
government issued a civil subpoena and began a formal investigation of Nichols
Institute, which remains open. The investigations relate to billing and
marketing practices of Nichols Institute's former routine regional laboratories,
which practices were substantially discontinued by the time that Quest
Diagnostics acquired Nichols in 1994. While Quest Diagnostics has established
reserves in respect of the Nichols Institute investigations, it cannot predict
the outcome of this investigation. At present, there are no settlement
discussions pending between the DOJ and Quest Diagnostics regarding Nichols
Institute. Remedies available to the government include exclusion from
participation in the Medicare and Medicaid programs. However, in light of the
corporate integrity agreement between Quest Diagnostics and the OIG discussed
below, Quest Diagnostics believes the prospect of any exclusion is remote. This
is because the matters being investigated were corrected with or before Quest
Diagnostics' acquisition of Nichols Institute, and Quest Diagnostics cooperated
in the investigation. While application of remedies and penalties could
materially and adversely affect Quest Diagnostics' business, financial condition
and prospects, management believes that the possibility of these effects is
likewise remote. As discussed below, Corning has agreed to indemnify Quest
Diagnostics against any monetary penalties, fines or settlements for any
governmental claims that may arise as a result of the Nichols Institute
investigations.
Other Investigations and Claims. Quest Diagnostics has been named in
several recent qui tam cases pending in different federal courts and involving a
variety of claims pertaining to its marketing and billing practices. At this
early stage, the Company cannot predict the outcome of these actions. They would
not, however, be covered by Quest Diagnostics' indemnity arrangement with
Corning.
The Damon Officer Indictments. In January 1998 the United States indicted
four former officers of Damon for alleged health care fraud committed during
their employment by Damon. Quest Diagnostics is obligated to indemnify these
Damon officers to the fullest extent permitted by Delaware law. Quest
Diagnostics' obligations consist primarily of advancing fees and expenses of
counsel in connection with the defense of these Damon officers. No trial date
has yet been scheduled.
Self-Reporting. During 1998, Quest Diagnostics voluntarily reported to the
federal government several isolated events that may have resulted in
overpayments by Medicare and Medicaid to Quest Diagnostics. Quest Diagnostics
internally investigates all such incidents and self-reports and reimburses
payers as appropriate. Quest Diagnostics has commenced internal investigations
to quantify the amounts that the government may recoup and has made repayments
and taken corrective action as to each event. Quest Diagnostics cannot predict,
however, the outcome of these disclosures.
Private Settlements and Claims
Quest Diagnostics has received notices of private claims relating to
billing issues similar to those that were the subject of the MetPath and Damon
settlements. Quest Diagnostics is presently negotiating with the claimants but
cannot predict the outcome of the actions.
In March 1997, a former subsidiary of Damon, together with SmithKline
Beecham and LabCorp, was served with a complaint in a purported class action.
The complaint asserts claims under the federal civil RICO statute relating to
private reimbursement of billings by Damon that are similar to those that were
part of the government settlement. Quest Diagnostics cannot predict the ultimate
outcome of the claim at present.
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Corning Indemnity
Corning, the former parent of Quest Diagnostics, has agreed to indemnify
Quest Diagnostics against all monetary penalties, fines or settlements for any
government claims that (1) arise out of alleged violations of applicable federal
fraud and health care statutes; (2) relate to billing practices of Quest
Diagnostics and its predecessors; and (3) were pending on December 31, 1996.
This includes the Nichols investigation described above.
Corning has also agreed to indemnify Quest Diagnostics in respect of
private claims relating to indemnified or previously settled government claims
that alleged overbillings by Quest Diagnostics or any of its existing
subsidiaries for services provided before January 1, 1997. Corning will
indemnify Quest Diagnostics for 50% of the aggregate of all judgment or
settlement payments made by December 31, 2001 that exceed $42 million. The 50%
share will be limited to a total amount of $25 million and will be reduced to
take into account any deductions or tax benefits realized by Quest Diagnostics
or a consolidated group of which Quest Diagnostics is a member, to the extent
that such deductions or tax benefits are deemed to reduce the tax liability of
Quest Diagnostics. Corning will not indemnify Quest Diagnostics against damages
suffered as a result of or incidental to, the billing claims and the fees and
expenses of litigation.
Quest Diagnostics will control the defense of any government claim or
investigation unless Corning elects to assume the defense. However, in the case
of all non-government claims related to indemnified government claims of alleged
overbillings, Quest Diagnostics will control the defense. All disputes relating
to the Corning indemnification agreement are subject to binding arbitration.
Quest Diagnostics' Reserves
Quest Diagnostics' aggregate reserves with respect to all government and
private claims were approximately $52.6 million at December 31, 1998. The
reserves represent amounts for future government and private settlements of
pending matters or matters anticipated as a result of the government and private
settlements and self-reporting. 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 Quest Diagnostics' results of
operations and cash flows in the period in which such claims are settled. Quest
Diagnostics does not believe that these issues will have a material adverse
effect on its overall financial condition.
Compliance Program
Compliance with all government rules and regulations has become a
significant concern throughout the clinical laboratory industry because of
evolving interpretations of regulations and the national debate over health
care. Quest Diagnostics began a compliance program early in 1993.
Quest Diagnostics emphasizes the development of training programs intended
to ensure the strict implementation and observance of all applicable rules and
regulations. Further, Quest Diagnostics conducts in-depth reviews of procedures,
personnel and facilities to assure regulatory compliance throughout its
operations. A compliance committee of the board of directors requires periodic
reporting of compliance operations from management. Government officials have
publicly cited this program as a model for the industry.
In connection with the Damon settlement, Quest Diagnostics signed a
five-year corporate integrity agreement with the OIG. Under the agreement, Quest
Diagnostics has agreed to take steps to demonstrate its integrity as a provider
of services to federally sponsored health care programs. These include steps to:
o maintain its corporate compliance program;
o adopt pricing guidelines;
o audit laboratory operations; and
21
<PAGE>
o investigate and report instances of noncompliance, including any
corrective actions and disciplinary steps.
This agreement also gives Quest Diagnostics the opportunity to seek clearer
guidance on matters of compliance and to resolve compliance issues directly with
the OIG.
None of the undertakings included in Quest Diagnostics' corporate
integrity agreement is expected to have any material adverse effect on Quest
Diagnostics' business, financial condition, results of operations, cash flow and
prospects. Quest Diagnostics believes it complies in all material respects with
all applicable statutes and regulations. However, Quest Diagnostics cannot
assure investors that no statute or regulations will be interpreted or applied
by a prosecutorial, regulatory or judicial authority in a manner that would
adversely affect Quest Diagnostics.
Insurance
Quest Diagnostics maintains liability insurance (subject to maximum limits
and self-insured retentions) for claims that could result from providing or
failing to provide clinical laboratory testing, including inaccurate testing
results. These claims could be substantial. Management believes that present
insurance coverage and reserves are adequate to cover currently estimated
exposures. Although Quest Diagnostics believes that it will be able to obtain
adequate insurance coverage in the future at acceptable costs, it cannot assure
investors that it will be able to do so, or obtain coverage at an acceptable
cost, or that Quest Diagnostics will not incur significant liabilities in excess
of policy limits.
Employees
At December 31, 1998, Quest Diagnostics employed approximately 15,000
people, as compared to 16,300 people at December 31, 1997. Approximately 13,500
of Quest Diagnostics' employees were full-time and approximately 1,500 were
part-time at December 31, 1998. These totals exclude employees of the Erie,
Pennsylvania and Phoenix, Arizona joint ventures.
Quest Diagnostics has no collective bargaining agreements with any unions,
and believes that its overall relations with its employees are good.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Some statements in this document are identified as forward-looking
statements. They involve risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking
statements to encourage companies to provide prospective information about their
companies without fear of litigation. Statements must be (1) identified as
forward-looking; and (2) accompanied by identification of important factors that
could cause actual results to differ materially from those projected in the
statements, which will serve as a meaningful caution to investors.
Quest Diagnostics 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 following important factors could
cause its actual financial results to differ materially from those projected,
forecast or estimated by it in forward-looking statements:
(a) Heightened competition, including increased pricing pressure and
competition from hospitals for testing for non-patients. See
"Business--Competition."
(b) Impact of changes in payer mix, including the shift from
traditional, fee-for-service medicine to managed-cost health care.
See "Business--The United States Clinical Laboratory Testing
Industry -- Effect of the Growth of the Managed Care Sector."
(c) Adverse actions by government or other third-party payers, including
unilateral reduction of fee schedules payable to Quest Diagnostics.
See "Business--Regulation of Reimbursement for Clinical Laboratory
Services."
(d) The impact upon Quest Diagnostics' volume and collected revenue or
general or administrative expenses resulting from its compliance
22
<PAGE>
with Medicare administrative policies and requirements of
third-party payers. These include:
(1) the requirements of Medicare carriers to provide diagnosis
codes for many commonly ordered tests;
(2) the policy of HCFA to limit Medicare reimbursement for tests
contained in automated chemistry panels to the amount that
would have been paid if only the covered tests, determined on
the basis of demonstrable "medical necessity," had been
ordered;
(3) the recent introduction of four new panels of "clinically
relevant" automated chemistry panels (each consisting of
between 4 and 12 tests) to replace the previous automated
chemistry test panels consisting of 19 to 22 tests; and
(4) the likelihood that third-party payers will adopt similar
requirements. See "Business--Regulation of Reimbursement for
Clinical Laboratory Services."
(e) Adverse results from pending or future government investigations.
These include, in particular:
(1) significant monetary damages and/or exclusion from the
Medicare and Medicaid programs and/or other significant
litigation matters; and
(2) the absence of indemnification from Corning for private claims
unrelated to the indemnified government claims or
investigations and for private claims that are not settled by
December 31, 2001. See "Business--Government Investigations
and Related Claims."
(f) Failure to obtain new customers at profitable pricing or failure to
retain existing customers, and reduction in tests ordered or
specimens submitted by existing customers.
(g) Inability to obtain professional liability insurance coverage or a
material increase in premiums for such coverage. See
"Business--Insurance."
(h) Denial of CLIA certification or other license for any of Quest
Diagnostics' clinical laboratories under the CLIA standards, by HCFA
for Medicare and Medicaid programs or other federal, state and local
agencies. See "Business--Regulation of Clinical Laboratory
Operations."
(i) Adverse publicity and news coverage about Quest Diagnostics or the
clinical laboratory industry.
(j) Computer or other system failures that affect Quest Diagnostics'
ability to perform tests, report test results or properly bill
customers, including potential failures resulting from systems
conversions or from the Year 2000 problem. See
"Business--Information Systems" and "--Billing."
(k) Failure of third-party payers, including Medicare carriers and
suppliers, to adequately address the Year 2000 problem, which could
lead to delays in reimbursement for clinical laboratory testing
performed by Quest Diagnostics. See "Business--Billing" and
"--Regulation of Reimbursement for Clinical Laboratory Services --
Inconsistent Practices."
(l) Development of technologies that substantially alter the practice of
laboratory medicine.
(m) Changes in interest rates causing a substantial increase in Quest
Diagnostics' effective borrowing rate.
(n) The inability of Quest Diagnostics to efficiently integrate acquired
clinical laboratory businesses, particularly SBCL's, or to
efficiently integrate clinical laboratory businesses from joint
ventures and alliances with hospitals, and the costs related to any
such integration.
23
<PAGE>
Item 2. Properties
Quest Diagnostics' principal laboratories (listed alphabetically by state)
are located in the following metropolitan areas:
<TABLE>
<CAPTION>
Location Type of Laboratory Leased or Owned
- -------- ------------------ ---------------
<S> <C> <C>
Phoenix, Arizona Joint Venture Leased by Joint Venture
San Diego, California Regional Leased
San Juan Capistrano, California Esoteric Owned
Denver, Colorado Regional Leased
New Haven, Connecticut Regional Owned
Fort Lauderdale, Florida Regional Leased
Chicago, Illinois Regional Leased
Baltimore, Maryland Regional Owned
Boston, Massachusetts Regional Leased
Detroit, Michigan Regional Leased
Grand Rapids, Michigan Branch Leased
St. Louis, Missouri Joint Venture Leased
Lincoln, Nebraska Regional Leased
New York, New York (Teterboro, New Jersey) Regional Owned
Long Island, New York Branch Leased
Portland, Oregon Regional Leased
Erie, Pennsylvania Joint Venture Leased by Joint Venture
Philadelphia, Pennsylvania Regional Leased
Pittsburgh, Pennsylvania Regional/Joint Venture Leased
Dallas, Texas Regional Leased
</TABLE>
Quest Diagnostics' executive offices are located in Teterboro, New Jersey,
in the facility that also serves as Quest Diagnostics' regional laboratory in
the New York City metropolitan area. Quest Diagnostics owns its branch
laboratory facility in Mexico City. Quest Diagnostics believes that, in general,
its laboratory facilities are suitable and adequate for its current and
anticipated future levels of operation. Quest Diagnostics believes that if it
were unable to renew the lease on any of its testing facilities, it could find
alternative space at competitive market rates and relocate its operations to
such new location.
Item 3. Legal Proceedings
In addition to the investigations described in "Business--Government
Investigations and Related Claims," Quest Diagnostics (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 it is not feasible to predict the outcome of
such proceedings or any claims made against the Company, it does not anticipate
that the ultimate liability of such proceedings or claims will have a material
adverse effect on the Company's financial position or results of operations as
they primarily relate to professional liability for which the Company believes
it has adequate insurance coverage. See "Business-Insurance."
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holder
Matters
The common stock of the Company is listed and traded on the New York Stock
Exchange under the symbol "DGX." The following table sets forth, for the periods
indicated, the high and low sales price per share as reported on the New York
Stock Exchange Consolidated Tape:
1997: High Low
First Calendar Quarter $17.875 $14.625
Second Calendar Quarter $20.875 $14.25
Third Calendar Quarter $20.3125 $16.25
Fourth Calendar Quarter $17.375 $16.125
1998: High Low
First Calendar Quarter $17.125 $15.0625
Second Calendar Quarter $23.0625 $16.125
Third Calendar Quarter $22.00 $16.00
Fourth Calendar Quarter $18.625 $14.50
24
<PAGE>
As of February 28, 1999, the Company had approximately 7,867 record holders of
its common stock.
The Company has not paid dividends in 1998 and 1997, and does not expect
to pay dividends on its common stock in the foreseeable future. The bank credit
facility prohibits the Company from paying cash dividends on its common stock.
The Indenture relating to the Company's 10.75% senior subordinated notes due
2006 restricts the ability of the Company to pay cash dividends based primarily
on a percentage of the Company's earnings, as defined.
25
<PAGE>
Item 6. Selected Financial Data
See page 32.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
See pages 33-44.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 8. Financial Statements and Supplementary Data
See Item 14 (a)1 and 2.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the directors of the Company is incorporated by
reference to the information in the Company's Proxy Statement to be filed on or
before April 30, 1999 (the "Proxy Statement") appearing under the caption
"Election of Directors."
Executive Officers of the Registrant
Officers of the Company are elected by the Board of Directors and hold
office until their respective successors are elected and qualified. In addition
to Mr. Freeman, the following persons serve as executive officers of the
Company:
James D. Chambers (42) is Senior Vice President and Chief Growth Officer.
Mr. Chambers joined Corning in 1986 and served in a variety of managerial and
financial positions for Corning and its subsidiaries, becoming Assistant
Treasurer in 1991. Mr. Chambers joined the Company in 1992 as Treasurer and
served as Chief Financial Officer from 1994 through 1995. In 1995 he assumed
responsibilities for overseeing the Company's billing process; in January 1997
he was named Chief Administrative Officer with additional responsibilities for
Information Systems, Communications and Investor Relations; and in February 1998
he was named Marketing and Business Development Leader. In January 1999, Mr.
Chambers assumed his present responsibility for Growth.
Kurt R. Fischer (44) is Vice President-Human Resources. Mr. Fischer
joined Corning in 1976 and served in a variety of Human Resources positions. He
was appointed Human Resource Manager for the Research, Development and
Engineering Group in 1986 and Director-Quality and Performance Management for
the Specialty Materials Group in 1991. Mr. Fischer assumed his present
responsibilities with the Company in December 1995.
Robert A. Hagemann (42) is Vice President and Chief Financial Officer.
He joined the Company's predecessor entity, Corning Life Sciences, Inc. in 1992
where he held a variety of senior financial positions before being named Vice
President and Corporate Controller of the Company in 1996. Prior to joining
the Company, Mr. Hagemann was employed by Prime Hospitality, Inc. and Crompton
& Knowles, Inc. in senior financial positions. He was also previously
associated with Ernst & Young. Mr. Hagemann assumed his present
responsibilities with the Company in August 1998.
Bernard L. Kasten, M.D., FCAP, (52), is Vice President and Chief
Laboratory Officer. Dr. Kasten joined the Company in July 1996 as Medical
Director of the Teterboro regional laboratory and assumed his current position
in 1998. Dr. Kasten is a member of the College of American Pathologists, in
which he participates in the Inspection and Accreditation Program, Strategic
Planning and Management Resource Committees and chairs their World Wide Web
26
<PAGE>
Editorial Board. From 1987 through 1996, Dr. Kasten was Associate Director of
Pathology and Laboratory Services for Bethesda Hospitals, Inc. and TriState
Pathology Associates of Cincinnati, Ohio.
Raymond C. Marier (54) is Vice President and General Counsel. Mr. Marier
joined Corning's Legal Department in 1973 as an Assistant Counsel, where he
worked with a number of Corning's operating units, including its Medical and
Science Products Divisions. He has held his present position since 1992.
Gerald C. Marrone (56) is Senior Vice President and Chief Information
Officer. Prior to joining the Company in November 1997, Mr. Marrone was with
Citibank, N.A. for 12 years. During his tenure he was most recently Vice
President, Division Executive for Citibank's Global Production Support Division.
While at Citibank, he was also the Chief Information Officer of Citibank's
Global Cash Management business. Prior to joining Citibank, he was the Chief
Information Officer for Memorial Sloan-Kettering Cancer Center in New York for 5
years.
C. Kim McCarthy (43) is Vice President, Government Relations and Services.
In this capacity she directs the development of the Company's legislative,
regulatory and public policy initiatives and related issues at both the state
and federal levels. Ms. McCarthy joined Corning in 1987 as Director of Federal
Government Affairs and Legislative Counsel and became Vice President of Public
Affairs of the Company in 1992. From May 1996 through May 1998, she directed the
Company's compliance program. Ms. McCarthy assumed her present responsibilities
in May 1998 and also is currently involved in the marketing and sale of
compliance services.
Surya N. Mohapatra, Ph. D. (49) is Senior Vice President and Chief
Operating Officer. In this newly-created position, Dr. Mohapatra is
responsible for all aspects of the Company's core clinical laboratory testing,
including its medical, operations and commercial functions. Prior to joining
the Company in February 1999, he was senior vice president of Picker
International, a worldwide leader in advanced medical imaging technologies,
where he served in various executive positions during his 18-year tenure.
Alister W. Reynolds (41) is Vice President-Strategic Planning. Mr.
Reynolds joined the Company in 1982 and has served in a variety of staff,
general management and executive positions. Mr. Reynolds assumed his current
responsibilities in 1995.
Paul J. Traina (40) is Vice President, Compliance. In this capacity, Mr.
Traina has responsibility for the ongoing management of the corporate integrity
agreement, as well as internal compliance audits, management of external audits
and reimbursement issues and practices. Mr. Traina joined the Company in 1989 as
Associate General Counsel and became Chief Compliance Officer in 1992. He
assumed his present position in May 1998.
David M. Zewe (47) is Vice President-Sales. Mr. Zewe joined the Company
in 1994 as General Manager of the Philadelphia regional laboratory and became
Regional Vice President Sales and Marketing for the mid-Atlantic region in
August 1996. Mr. Zewe assumed company-wide responsibility for sales in
traditional market segments in October 1997. Prior to joining the Company, Mr.
Zewe was with the Squibb Diagnostics Division of Bristol Myers Squibb, most
recently serving as Vice President of Sales.
Each executive officer of the Company is elected annually by the Board of
Directors and serves at the discretion of the Board of Directors.
Item 11. Executive Compensation
The information called for by this Item is incorporated by reference to
the information under the caption "Executive Compensation" appearing in the
Proxy Statement. The information contained in the Proxy Statement under the
captions "Compensation Committee Report"and "Performance Graph" is not
incorporated herein by reference.
Item 12. Security Ownership by Certain Beneficial Owners and Management
The information called for by this Item is incorporated by reference to
the information under the caption "Security Ownership of Certain Beneficial
Owners and Management" appearing in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
27
<PAGE>
The information called for by this Item is incorporated by reference to
the information under the caption "Certain Relationships and Related
Transactions" appearing in the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
1. Index to financial statements and supplementary data filed as part of this
report:
Item Page
Report of Independent Accountants F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Cash Flows F-4
Consolidated Statements of Stockholders' Equity F-5
Notes to Consolidated Financial Statements F-6
Supplementary Data: Quarterly Operating Results F-28
(unaudited)
2. Financial Statement Schedule:
Schedule II - Valuation Accounts and Reserves F-29
3. Exhibits filed as part of this report:
See (c) below.
(b) Reports on Form 8-K filed during the last quarter of 1998:
None.
28
<PAGE>
(c) Exhibits filed as part of this report:
Exhibit Description
Number
2.1 Form of Transaction Agreement among Corning Incorporated, Corning
Life Sciences Inc., Corning Clinical Laboratories Inc. (Delaware),
Covance Inc. and Corning Clinical Laboratories Inc. (Michigan),
dated as of November 22, 1996 (filed as an exhibit to Corning
Clinical Laboratories Inc.'s ("CCL") Registration Statement on Form
10 (File No. 1-12215) and incorporated herein by reference)
3.1 Certificate of Incorporation of the Registrant (filed as an exhibit
to CCL's Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
3.2 Amended and Restated By-Laws of the Registrant
4.1 Form of Rights Agreement dated December 31, 1996 between Corning
Clinical Laboratories Inc. and Harris Trust and Savings Bank as
Rights Agent(filed as an Exhibit to CCL's Registration Statement on
Form 10 (File No. 1-12215) and incorporated herein by reference)
10.1 Form of Tax Sharing Agreement among Corning Incorporated, Corning
Clinical Laboratories Inc. and Covance Inc. (filed as an Exhibit to
CCL's Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.2 Form of Spin-Off Distribution Tax Indemnification Agreement between
Corning Incorporated and Corning Clinical Laboratories Inc. (filed
as an Exhibit to CCL's Registration Statement on Form 10 (File No.
1-12215) and incorporated herein by reference)
10.3 Form of Spin-Off Distribution Tax Indemnification Agreement between
Corning Clinical Laboratories Inc. and Covance Inc. (filed as an
Exhibit to CCL's Registration Statement on Form 10 (File No.
1-12215) and incorporated herein by reference)
10.4 Form of Spin-Off Distribution Tax Indemnification Agreement between
Covance Inc. and Corning Clinical Laboratories Inc. (filed as an
Exhibit to CCL's Registration Statement on Form 10 (File No.
1-12215) and incorporated herein by reference)
10.5 Form of Executive Retirement Supplemental Plan (filed as an Exhibit
to CCL's Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.6 Form of Variable Compensation Plan (filed as an Exhibit to CCL's
Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.7 Form of Employees Stock Purchase Plan (filed as an Exhibit to CCL's
Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.8 Form of Employee Equity Participation Program (filed as an Exhibit
to CCL's Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.9 Form of Profit Sharing Plan (filed as an Exhibit to CCL's
Registration Statement on Form 10 (File No. 1-12215) and
incorporated herein by reference)
10.10 Form of Stock Option Plan for Non-Employee Directors
10.11 Employment Agreement between Corning Clinical Laboratories Inc. and
Kenneth W. Freeman (filed as an Exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 and
incorporated herein by reference)
10.12 Form of Supplemental Deferred Compensation Plan
10.13 Form of Credit Agreement among Corning Clinical Laboratories Inc.,
the Banks named therein, NationsBank N.A., as Issuing Bank,
Wachovia Bank of Georgia, N.A., as Swingline Bank, Morgan Guaranty
Trust Company of New York, as Administrative Agent, and Morgan
Guaranty Trust Company of New York, NationsBank, N.A. and Wachovia
Bank of Georgia, N.A., as Arranging Agents, dated December 5, 1996
(filed as an Exhibit to CCL's Registration Statement on Form S-1
(File No. 333-15867) and incorporated herein by reference)
29
<PAGE>
10.14 Form of Amendment No. 1 to the Credit Agreement referred to in
Exhibit 10.13(filed as an Exhibit to the Annual Report on Form 10-K
for the year ended December 31, 1997)
10.15 Form of Amendment No. 2 to the Credit Agreement referred to in
Exhibit 10.13
10.16 Form of 10.75% Senior Subordinated Notes due 2006 (filed as an
Exhibit to CCL's Registration Statement on Form S-1
(File No. 333-15867) and incorporated herein by reference)
10.17 Form of Indenture between Corning Clinical Laboratories Inc. and
The Bank of New York, as Trustee, dated December 16, 1996 (filed as
an Exhibit to CCL's Registration Statement on Form S-1 (File
No.333-15867) and incorporated herein by reference)
10.18 Form of Stock and Asset Purchase Agreement among SmithKline Beecham
plc; SmithKline Beecham Corporation and Quest Diagnostics
Incorporated (to be filed as an exhibit to the Company's Proxy
Statement for the 1999 annual meeting of shareholders)
21. Subsidiaries of Quest Diagnostics Incorporated
23. Consent of PricewaterhouseCoopers LLP
27. Financial Data Schedule
30
<PAGE>
Signatures
Pursuant to the requirements of Sections 13 or 15(d) 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.
Quest Diagnostics Incorporated
By /s/ Kenneth W. Freeman Chairman of the Board, March 23, 1999
------------------------- President and
Kenneth W. Freeman Chief Executive Officer
By /s/ Robert A. Hagemann Vice President and March 23, 1999
------------------------- Chief Financial Officer
Robert A. Hagemann
By /s/ Catherine T. Doherty Chief Accounting Officer March 23, 1999
-------------------------
Catherine T. Doherty
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and on the dates indicated.
Capacity Date
-------- ----
/s/ Kenneth W. Freeman Chairman of the Board, March 23, 1999
- ---------------------------- President and
Kenneth W. Freeman Chief Executive Officer
/s/ Kenneth D. Brody Director March 23, 1999
- ----------------------------
Kenneth D. Brody
/s/ William F. Buehler Director March 23, 1999
- ----------------------------
William F. Buehler
/s/ Van C. Campbell Director March 23, 1999
- ----------------------------
Van C. Campbell
/s/ Mary A. Cirillo Director March 23, 1999
- ----------------------------
Mary A. Cirillo
/s/ Dan C. Stanzione Director March 23, 1999
- ----------------------------
Dan C. Stanzione
/s/ Gail R. Wilensky Director March 23, 1999
- ----------------------------
Gail R. Wilensky
31
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
SELECTED HISTORICAL FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------
1998 1997 1996 1995 1994
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Operations Data:
Net revenues .............. $ 1,458,607 $ 1,528,695 $ 1,616,296 $ 1,629,388 $ 1,633,699
Provisions for
restructuring and other
special charges ......... -- 48,688(a) 668,544(b) 50,560 79,814
Net income (loss) ......... 26,885 (22,260) (625,960) (52,052)(c) 28,345
Basic net income (loss)
per common share (d)..... $ 0.90 $ (0.77) $ (21.72) $ (1.81) $ 0.98
Diluted net income (loss)
per common share (d)(e).. $ 0.89 $ (0.77) $ (21.72) $ (1.81) $ 0.98
Balance Sheet Data
(at end of period):
Accounts receivable, net .. $ 220,861 $ 238,369 $ 297,743 $ 318,252 $ 360,410
Total assets .............. 1,360,240 1,400,928 1,395,066 1,853,385 1,882,663
Long-term debt ............ 413,426 482,161 515,008 1,195,566 1,153,054
Preferred stock ........... 1,000 1,000 1,000 -- --
Common stockholders' equity 566,930 540,660 537,719 295,801 386,812
Other Data:
Net cash provided by (used
in) operating activities. $ 141,382 $ 176,267 $(88,486)(f) $ 85,828 $ 37,963
Net cash used in investing
activities .............. (39,720) (35,101) (63,674) (93,087) (46,186)
Net cash (used in)
provided by financing
activities .............. (60,415) (21,465) 157,674 4,986 7,532
Adjusted EBITDA (g) ....... 158,609 153,800 166,358 176,521(c) 295,381
Bad debt expense .......... 89,428 118,223(h) 111,238 152,590(c) 59,480
Rent expense .............. 46,259 47,940 49,713 46,900 49,400
Capital expenditures ...... 39,575 30,836 70,396 74,045 93,354
</TABLE>
(a) Includes a charge of $16 million to write-down intangible assets as
discussed in Note 5 to the Consolidated Financial Statements.
(b) Includes a charge of $445 million to write-down intangible assets as
discussed in Note 2 to the Consolidated Financial Statements.
(c) Includes a charge of $62 million to increase the provision for doubtful
accounts resulting from billing systems implementation and integration
problems at certain laboratories and increased regulatory requirements.
(d) Historical earnings per share data for periods prior to 1997 have been
restated to reflect common shares outstanding as a result of the Company's
recapitalization in 1996. In December 1996, 28.8 million common shares
were issued to effectuate the Spin-Off Distribution and establish the
Company's employee stock ownership plan.
(e) Potentially dilutive common shares primarily represent stock options.
(f) Includes the payment of Damon and other billing related settlements
totaling approximately $144 million and the settlement of amounts owed to
Corning of $45 million.
(g) Adjusted EBITDA represents income (loss) before income taxes plus net
interest expense, depreciation and amortization and special charges.
Adjusted EBITDA excluded charges of $2.5 million in 1998 and $6.8 million
in 1997 that were included in selling, general and administrative
expenses, related to the Company's consolidation of its laboratory
network. Adjusted EBITDA is presented and discussed because management
believes that Adjusted EBITDA is a useful adjunct to net income and other
measurements under generally accepted accounting principles since it is a
meaningful measure of a leveraged company's performance and ability to
meet its future debt service requirements, fund capital expenditures and
meet working capital requirements. Adjusted EBITDA is not a measure of
financial performance under generally accepted accounting principles and
should not be considered as an alternative to (i) net income (or any other
measure of performance under generally accepted accounting principles) as
a measure of performance or (ii) cash flows from operating, investing or
financing activities as an indicator of cash flows or as a measure of
liquidity.
(h) Includes a fourth quarter charge of $5.3 million, which was part of the
$6.8 million charge recorded in the same quarter, to increase the
provision for doubtful accounts to recognize the reduced recoverability of
certain receivables from accounts which will no longer be served as a
result of the Company's consolidation plan.
32
<PAGE>
Quest Diagnostics Incorporated
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Overview
Since the early 1990's, the clinical laboratory testing industry has been
negatively impacted by significant government regulation, price competition and
rapid change resulting from payers' efforts to control cost, utilization and
delivery of health care services. As a result of these factors, Quest
Diagnostics' profitability has been impacted by changes in the volume of testing
and mix of payers. Increased government regulation focusing on health care cost
containment has reduced testing and reimbursements and added costs for the
clinical laboratory industry by increasing complexity and adding new regulatory
requirements. In response to these changes, Quest Diagnostics has acted to
reduce its costs by standardizing on best practices throughout its operations
and adjusting capacity to better match lower volume levels.
Payments for clinical laboratory services are made by the government, managed
care organizations, insurance companies, physicians, hospitals, employers and
patients. In recent years, there has been a significant shift away from
traditional fee-for-service health care to managed health care, as employers and
other payers of health care costs aggressively move the populations they control
into lower cost plans. The growth and consolidation of the managed care industry
has created large managed care companies that control the delivery of health
care services for millions of people, and have significant bargaining power in
negotiating fees with providers, including clinical laboratories. Managed care
organizations generally negotiate for capitated payment contracts, under which
clinical laboratories receive a fixed monthly fee per individual enrolled with
the managed care organization for all laboratory tests performed during the
month. Capitated payment contracts shift the risk and cost of increased testing
to the clinical laboratories. Services such as esoteric tests and anatomic
pathology services may be excluded from a capitated rate and would then be
charged on a fee-for-service basis. Quest Diagnostics expects the use of
capitated agreements will continue for the foreseeable future. Quest Diagnostics
aggressively reviews the profitability of its existing and new business,
including capitated agreements. Business that does not meet profitability
guidelines is subject to pricing and service level adjustments to ensure an
adequate profit level is achieved. These actions favorably impacted prices but
unfavorably impacted volume in 1998 and 1997.
The clinical laboratory industry is subject to seasonal fluctuations in
operating results and cash flows. During the summer months, year-end holiday
periods and other major holidays, volume of testing declines, reducing net
revenues and resulting cash flows below annual averages. Testing volume is also
subject to declines in winter months due to inclement weather, which varies in
severity from year to year.
The clinical laboratory industry is labor intensive. Employee compensation
and benefits constitute approximately half of the Company's total costs and
expenses. Cost of services, which has approximated sixty percent of net revenues
over each of the past several years, consists principally of costs for
obtaining, transporting and testing specimens. Selling, general and
administrative expenses consist principally of the costs of the sales force,
billing operations (including bad debt expense), and general management and
administrative support. Additionally, costs to address Year 2000 issues have
been principally included in selling, general and administrative expenses.
Spin-Off from Corning. On December 31, 1996, Corning distributed to its
stockholders on a pro rata basis all of the shares of common stock of Quest
Diagnostics (the "Spin-Off Distribution"). In conjunction with the Spin-Off
Distribution, Quest Diagnostics was recapitalized by borrowing $500 million in
long-term debt to repay Corning for certain intercompany borrowings. The
33
<PAGE>
remaining intercompany borrowings were contributed by Corning to Quest
Diagnostics' capital. This recapitalization had the effect of reducing Quest
Diagnostics' total debt by approximately $700 million. Additionally, coincident
with the Spin-Off Distribution, Quest Diagnostics adopted a new accounting
policy for evaluating the recoverability of intangible assets and measuring
possible impairment, which resulted in a $445.0 million reduction in the
carrying value of intangible assets.
Results of Operations
Year Ended December 31, 1998 Compared with Year Ended December 31, 1997.
Reported earnings improved from the prior year principally as a result of
operating cost and interest expense reductions coupled with improved pricing and
a reduced level of special charges. These increases were partially offset by
lower volume resulting from intensified competition, primarily from hospital
out-reach programs, changes in physician ordering patterns, actions taken on
unprofitable accounts, and the consolidation of certain underperforming
laboratories announced in December 1997. Physician ordering patterns were
impacted by the implementation, in April 1998, of a new test requisition
designed to comply with government regulations for disease-oriented test panels
recommended by the American Medical Association for Medicare and Medicaid
patients.
Net Revenues
Net revenues decreased by $70.1 million from the prior year, principally due
to declines in base clinical testing volume of 7.2%, partially offset by a 2.5%
improvement in average revenue per requisition. The volume decline is primarily
attributable to the factors discussed above, including the impact of
consolidating certain underperforming laboratories announced in December 1997
which reduced volume by approximately 2% during 1998.
Costs and Expenses
Total operating costs declined $87.3 million from the prior year. Included in
the prior year expense was a $6.8 million charge in selling, general and
administrative expenses related to the Company's consolidation of its laboratory
network. The Company's efforts to reduce its fixed operating cost structure have
had a favorable impact on costs as a percentage of net revenues. However, this
benefit was partially offset by lower volume, increased spending on information
technologies and a $2.5 million charge in the first quarter of 1998 representing
the final costs associated with the Company's consolidation of its laboratory
network announced in the fourth quarter of 1997. Additional measures are being
implemented to further reduce the Company's cost structure. *
Cost of services, as a percentage of net revenues, decreased to 59.0% from
60.7% in the prior year, reflecting the Company's progress in reducing its cost
structure. Selling, general and administrative expenses, as a percentage of net
revenues, increased slightly to 33.0% from 32.8% in the prior year. Factors
which increased the percentage were the effect of reduced revenues without a
proportionate cost decrease, increased spending related to information
technology and a special charge of $2.5 million related to the Company's
consolidation of its laboratory network. These factors were principally offset
by reduced bad debt expense and the $6.8 million charge recorded in 1997 related
to the Company's consolidation of its laboratory network. The $6.8 million
charge consisted primarily of additional provisions for doubtful accounts and
recognized the Company's estimate, based on prior experience, of the reduced
recoverability of certain receivables from accounts which would no longer be
served as a result of the consolidation plan. Bad debt expense was 6.1% of
- ---------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (a), (c), (d), (e), (g), (j) and (l).
34
<PAGE>
net revenues for 1998 compared to 7.4%, excluding the special charge, in the
prior year. The improvement in bad debt expense reflects the Company's progress
in dealing with Medicare medical necessity documentation requirements,
improvements in its billing processes, and further progress in standardizing its
billing systems. Additional efforts to improve billing operations are being made
and are expected to lower bad debt expense below the 1998 rate in 1999. *
Net interest expense decreased from the prior year by $7.6 million primarily
due to reduced debt levels and an increase in interest income resulting from
higher average cash balances.
Amortization of intangible assets decreased from the prior year by $2.3
million principally due to certain intangible assets having become fully
amortized.
In the fourth quarter of 1997, the Company recorded special charges totaling
$55.5 million in connection with a series of actions designed to reduce excess
capacity in its network of clinical laboratories. As noted earlier, $6.8 million
of the charges were included in selling, general and administrative expenses.
The remaining $48.7 million was presented separately and consisted primarily of
workforce reduction programs, costs associated with exiting a number of leased
facilities, the write-off of certain assets and a $16.0 million write-down of
intangible assets to reflect the estimated impairment as a result of the
Company's consolidation activities.
The change in other, net compared with the prior year is primarily the result
of increased equity losses from a joint venture in Arizona in which the Company
holds a 49% ownership interest. The increased equity losses resulted from
difficulties in systems and facility conversions. Partially offsetting the
increase in equity losses was a reduction in other charges, principally related
to forming the joint venture and integrating a small, strategic acquisition in
Connecticut, both of which occurred in 1997.
The Company's effective tax rate is significantly impacted by goodwill
amortization, a majority of which is not deductible for tax purposes, and has
the effect of increasing the overall tax rate or reducing the tax benefit rate.
The Company's 1997 tax rate was also impacted by the write-down of intangible
assets which was not deductible for tax purposes.
Year Ended December 31, 1997 Compared with Year Ended December 31, 1996.
Reported earnings improved from the prior year principally due to a reduced
level of special charges and lower interest and amortization expense in 1997.
Improved pricing and ongoing cost reduction efforts principally offset the
impact on operating earnings of lower volume.
Net Revenues
Net revenues decreased by $87.6 million from the prior year, principally due
to declines in base clinical testing volume of 7.3%, the sale in November 1996
of a majority share of the Company's imaging business and the July 1997
contribution of the Company's Arizona operations to a joint venture. These
decreases were partially offset by a 2.9% improvement in average revenue per
requisition and a small, strategic acquisition in Connecticut in May 1997. The
clinical testing volume decline was primarily attributable to intense
competition for existing business, changes in physician ordering patterns
resulting from government regulations requiring documentation of the medical
necessity of testing, and the Company's increased selectiveness in retaining and
pursuing new business. The increase in revenue per requisition is the result of
the Company's increased selectiveness in retaining and pursuing new business.
- ------------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (c), (d), (f), (j) and (k).
35
<PAGE>
Costs and Expenses
Total operating costs declined $76.2 million from the prior year.
Approximately $34 million of the decline was attributable to the sale of a
majority share of the Company's imaging business and the July 1997 contribution
of the Company's Arizona operations to a non-consolidated joint venture. The
Company's efforts to reduce its operating cost structure also had a favorable
impact on costs as a percentage of net revenues. However, this benefit was
principally offset by lower volume and a $6.8 million charge included in
selling, general and administrative expenses related to the Company's
consolidation of its laboratory network.
Cost of services, as a percentage of net revenues, decreased to 60.7% from
62.5% in the prior year, reflecting the Company's progress in reducing its cost
structure and the sale of a majority share of its imaging business. Selling,
general and administrative expenses, as a percentage of net revenues, increased
to 32.8% from 30.6% in the prior year. The increase was primarily the result of
reduced revenues without a proportionate cost decrease, the special charge of
$6.8 million related to the Company's consolidation of its laboratory network
and an increase in bad debt expense. The $6.8 million charge consisted primarily
of additional provisions for doubtful accounts and recognized the Company's
estimate, based on prior experience, of the reduced recoverability of certain
receivables from accounts which will no longer be served as a result of the
consolidation plan. Excluding the charge, bad debt expense was 7.4% of net
revenues compared to 6.9% in the prior year. While bad debt expense was above
the prior year level for the first half of the year, excluding the charge, it
was below the prior year level during the second half of the year, reflecting
progress made in dealing with the Medicare medical necessity documentation
requirements enforced during 1997. These requirements, when initially imposed or
subsequently expanded, increased the backlog of unbilled requisitions and
further complicated the billing process. The Company has successfully dealt with
these requirements in most of its billing sites where they were imposed earlier,
and is applying the processes and experiences from those locations in addressing
the additional requirements at its billing sites which have not been fully
impacted.
Net interest expense decreased from the prior year by $33.9 million primarily
due to reduced debt levels as a result of Corning forgiving in excess of $700
million of intercompany debt in connection with the Spin-Off Distribution.
Amortization of intangible assets decreased from the prior year by $17.7
million principally due to the write-down of intangible assets coincident with
the Spin-Off Distribution, as well as certain other intangible assets having
become fully amortized.
As noted earlier, in the fourth quarter of 1997, the Company recorded special
charges totaling $55.5 million in connection with a series of actions designed
to reduce excess capacity in its network of clinical laboratories through
facility reductions and consolidations. Selling, general and administrative
expenses included $6.8 million of these charges. The remaining $48.7 million was
presented separately and consisted primarily of workforce reduction programs,
costs associated with exiting a number of leased facilities, the write-off of
certain assets and a $16.0 million write-down of intangible assets to reflect
the estimated impairment as a result of the Company's consolidation activities.
During 1996, the Company recorded special charges totaling $668.5 million.
These charges consisted primarily of a $445.0 million write-down of intangible
assets associated with the Company's adoption of a new accounting policy; $188.0
million to establish additional reserves associated with government and other
claims primarily related to billing activities at certain laboratories of Damon
and Nichols prior to their acquisition by the Company; and $21.9 million
associated with the Company's spin-off from Corning.
36
<PAGE>
The change in other, net compared with the prior year was primarily the
result of 1997 including charges related to the integration of a small,
strategic acquisition completed in Connecticut and the Company's contribution of
its Arizona business to a joint venture, while the prior year included gains on
the sale of several small investments and the favorable settlement of a
contractual obligation.
The Company's effective tax rate is significantly impacted by goodwill
amortization, a majority of which is not deductible for tax purposes, and has
the effect of increasing the overall tax rate or reducing the tax benefit rate.
The Company's 1997 tax rate was also impacted by the write-down of intangible
assets which was not deductible for tax purposes. The effect of this
non-deductibility is particularly pronounced when amortization and other
non-deductible charges increase in proportion to pre-tax earnings, as was the
case in both 1997 and 1996.
Quantitative and Qualitative Disclosures About Market Risk
The Company is primarily exposed to the market risk of changes in interest
rates. The Company does not believe that its foreign exchange exposure and
related hedging program are material to the Company's financial position or
results of operations. The Company addresses its risks through a controlled
program of risk management that includes the use of derivative financial
instruments. The Company does not hold or issue derivative financial instruments
for trading purposes. See Note 2 to the Consolidated Financial Statements for
additional discussion of the Company's financial instruments and hedging
activities.
Interest Rates
At December 31, 1998, the fair value of the Company's debt was estimated at
approximately $480 million, using quoted market prices and yields for the same
or similar types of borrowings, taking into account the underlying terms of the
debt instruments. Such fair values exceeded the carrying value of the debt at
December 31, 1998 by approximately $15 million. An assumed 10% increase in
interest rates would potentially reduce the fair value of the Company's debt by
approximately $9 million.
The Company has $304 million of variable interest rate debt outstanding at
December 31, 1998. An assumed 10% increase in interest rates would result in a
$1.0 million reduction in the Company's after-tax earnings and cash flows based
on year-end debt levels. The primary interest rate exposures on the variable
interest rate debt are with respect to interest rates on United States dollars
as quoted in the London interbank market.
Liquidity and Capital Resources
Cash and cash equivalents at December 31, 1998 totaled $202.9 million, an
increase of $41.2 million from the prior year-end balance. The increase resulted
from operating activities which provided cash of $141.4 million, partially
offset by investing and financing activities which required cash of $100.2
million. Cash and cash equivalents at December 31, 1997 increased from 1996 by
$119.7 million due to operating activities which provided cash of $176.3
million, partially offset by investing and financing activities which used cash
of $56.6 million.
Net cash from operating activities for 1998 was below the 1997 level,
primarily due to a smaller reduction in accounts receivable and increased
payments associated with restructuring and other special charges. Net cash from
operating activities for 1997 was above the 1996 level, primarily due to a
reduction in payments associated with restructuring and other special charges,
improvements in billing operations, and changes in accounts payable and accrued
expense levels. Improvements in the billing operations during 1998 and 1997 have
led to an improvement in the number of days sales outstanding. The number of
37
<PAGE>
days sales outstanding, a measure of billing and collection efficiency, was 58
days at December 31, 1998 compared to 63 days at December 31, 1997 and 73 days
at December 31, 1996.
Net cash used for investing activities during 1998 consisted primarily of
capital expenditures. Net cash used for investing activities during 1997
consisted primarily of capital expenditures and the payment for a small,
strategic acquisition, offset by proceeds from the disposition of assets. Net
cash used for investing activities during 1996 consisted primarily of capital
expenditures, offset by proceeds from the disposition of assets.
Net cash used for financing activities during 1998 consisted primarily of the
Company's repayment of debt (including approximately $20 million of
prepayments), and the purchase of approximately 687 thousand shares of treasury
stock. Net cash used in financing activities during 1997 consisted primarily of
the Company's repayment of $19.3 million on its revolving Credit Facility, as
defined in Note 9 to the Consolidated Financial Statements. Net cash provided by
financing activities during 1996 consisted primarily of Corning's capital
contribution of $119.1 million to fund the Damon settlement, and borrowings
under the Credit Facility used to repay debt owed to Corning.
The Company estimates that it will invest approximately $60 million during
1999 for capital expenditures to support its existing operations, principally
related to investments in information technology and equipment and facility
upgrades.* The Company expects to expand its operations through internal growth
and accelerated growth in strategic markets and related lines of business.* The
Company expects such activities and all other cash requirements will be funded
from existing cash and cash equivalents, cash flow from operations, and, if
necessary, borrowings under the Working Capital Facility.* Other than for the
reduction for outstanding letters of credit, which currently approximate $5.4
million, all of the revolving Working Capital Facility is currently available
for borrowing.
Additionally, the Company plans to acquire the clinical laboratory business
of SmithKline Beecham plc ("SmithKline Beecham") as discussed under "Outlook".
The Company is currently finalizing the terms of the external financing
necessary to complete the pending acquisition and has received a joint
commitment letter from two financial institutions. The financing commitment is
sufficient to fund the cash portion of the purchase price and refinance the
Credit Facility and, if necessary, the existing senior subordinated notes.* The
final structure of the debt will depend upon market conditions at the time of
closing. The Company believes that its debt will approximate $1.4 billion upon
the closing of the acquisition, which is expected to occur by July 1999.* The
Company believes the financing under the joint commitment letter will also
provide sufficient financial flexibility and access to funds to meet seasonal
working capital requirements, to fund capital expenditures and to fund
additional growth opportunities for the foreseeable future.*
During February 1998, Quest Diagnostics' Board of Directors authorized a
limited share purchase program which permits the Company to purchase up to $27
million of its outstanding common stock through 1999, of which $13.0 million
- ------------------------------
* This is a forward looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (a), (b), (c), (d), (e), (f), (g), (j), (k),
(l) and (m).
38
<PAGE>
was purchased in 1998. The program is intended to mitigate the dilutive impact
to earnings per share of issuing new shares for the Company's employee benefit
plans. These limited purchases are permitted under both the Credit Agreement and
the existing Notes, defined in Note 9 to the Consolidated Financial Statements.
The Company has suspended purchases of its shares since the announcement of the
transaction with SmithKline Beecham.
The Company does not anticipate paying dividends on its common stock in the
foreseeable future. The Credit Agreement prohibits the payment of cash dividends
and the Notes restrict the Company's ability to pay cash dividends on its common
stock. These restrictions are primarily based on a percentage of the Company's
earnings as defined in its current debt agreements. Additionally, the Credit
Agreement contains various customary affirmative and negative covenants,
including the maintenance of certain financial ratios and tests, and limitations
on common stock repurchases. Quest Diagnostics anticipates that the new
financing to be put in place in connection with the acquisition of SmithKline
Beecham's clinical laboratory business will contain similar covenants and
restrictions.*
Management believes that Quest Diagnostics' successful integration of
SmithKline Beecham's clinical laboratory business and implementation of its
business strategy, together with the indemnification by Corning against monetary
fines, penalties or losses from outstanding government claims, will enable it to
generate strong cash flows.* Additionally, management believes that these
actions will aid the Company in meeting the ongoing challenges in the clinical
laboratory industry brought on by the growth in managed care and increased
regulatory complexity.*
Adjusted EBITDA
Adjusted EBITDA represents income (loss) before income taxes plus net
interest expense, depreciation, amortization and special charges, including a
$2.5 million charge and a $6.8 million charge included in selling, general and
administrative expenses in 1998 and 1997, respectively, related to the Company's
consolidation of its laboratory network. Adjusted EBITDA is presented and
discussed because management believes it is a useful adjunct to net income and
other measurements under generally accepted accounting principles. Additionally,
management believes it is a meaningful measure of a leveraged company's
performance and ability to meet its future debt service requirements, fund
capital expenditures and meet working capital requirements. Adjusted EBITDA is
not a measure of financial performance under generally accepted accounting
principles and should not be considered as an alternative to (i) net income (or
any other measure of performance under generally accepted accounting principles)
as a measure of performance or (ii) cash flows from operating, investing or
financing activities as an indicator of cash flows or as a measure of liquidity.
Adjusted EBITDA for 1998 was $158.6 million, or 10.9% of net revenues.
Adjusted EBITDA for 1997 was $153.8 million, or 10.1% of net revenues. The
improvement in adjusted EBITDA resulted from an increase in average revenue per
requisition and the Company's continued progress in reducing its cost structure
to better match a lower volume level. This improvement was partially offset by
increased spending related to information technology, including preparation for
the Year 2000.
Adjusted EBITDA for 1997 was $153.8 million, or 10.1% of net revenues.
Adjusted EBITDA for 1996 was $166.4 million, or 10.3% of net revenues. The
decline was principally due to changes in physician ordering patterns, intense
competition for existing business and the Company's increased selectiveness in
retaining and pursuing new business, which have reduced volume at a rate greater
than costs have been reduced.
- ------------------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (a), (b), (c), (d), (e), (f), (g), (j), (k),
(l) and (m).
39
<PAGE>
Outlook
During the fourth quarter of 1998, the Company implemented a new general test
requisition form, offering new disease-oriented test panels recommended by the
American Medical Association. The new general test requisition and the
Medicare/Medicaid requisition, implemented earlier in the year, are now
available to all physicians. While the Company did not experience a significant
impact in 1998, the Company believes these panels may result in fewer tests
ordered per requisition and may put additional pressure on revenues and
earnings.*
The Company has developed a new service offering to large buyers (typically
managed care organizations) of clinical laboratory services known as
QuestNet(R). Through "QuestNet"(R) the Company will assume responsibility for
establishing and managing networks of clinical laboratory service providers
in order to serve the members of such buyers. The initial contracts for
"QuestNet" (R) services became effective in January 1999. Contract revenues are
generally shared among providers within the networks. Additionally, the costs,
if any, associated with testing performed by providers outside the established
network, are shared among the network of providers. Because it is responsible
for the cost of providing service to all contracted members, the Company will
include in its net revenues and cost of services amounts paid to all service
providers, including those outside the network. This method of accounting will
result in an increase in both net revenues and cost of services and have the
effect of decreasing gross margins as a percentage of net revenues.
Additionally, while the start up costs associated with the introduction of
network management services may initially have an adverse impact on
profitability, the Company believes that these services will favorably impact
profitability by the end of 1999.*
Acquisition Commitment. On February 9, 1999, the Company signed a definitive
agreement to acquire the clinical laboratory business of SmithKline Beecham for
approximately $1.3 billion. The purchase price will be paid through the issuance
of approximately 12.6 million shares of common stock of Quest Diagnostics and
the payment of $1.025 billion of cash. The acquisition will be accounted for
under the purchase method of accounting. Quest Diagnostics expects to close the
transaction by July 1999. As a result, SmithKline Beecham will own approximately
29.5% of Quest Diagnostics' outstanding common stock. Under the terms of a
ten-year stockholder agreement, SmithKline Beecham will have the right to
designate two mutually agreeable nominees to Quest Diagnostics' board of
directors as long as SmithKline Beecham owns at least 20% of the outstanding
common stock. (As long as SmithKline Beecham owns at least 10% but less than 20%
of the outstanding common stock, it will have the right to designate one
nominee.) Quest Diagnostics' board of directors is expected to expand to nine
directors immediately following the closing. The stockholder agreement will also
impose limitations on the right of SmithKline Beecham to sell or vote its shares
and will prohibit SmithKline Beecham from purchasing in excess of 29.5% of the
outstanding common stock of Quest Diagnostics.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on March 25, 1999. The issuance of 12.6 million shares of common stock
to SmithKline Beecham in the transaction will be submitted to the stockholders
of Quest Diagnostics for approval at the 1999 annual meeting of stockholders,
which is expected to be held on June 8, 1999. The acquisition is also subject to
the receipt of financing for the cash portion of the purchase price as well as
the satisfaction of other customary closing conditions. Quest Diagnostics has
received commitments for all of the financing necessary to complete the
acquisition.
- --------------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (a), (b), (c), (d), (j), (l) and (m).
40
<PAGE>
Under the terms of the agreement, Quest Diagnostics will acquire SmithKline
Beecham's clinical laboratory testing business including its clinical testing
operations, clinical trials testing, corporate health services, and laboratory
information products businesses. SmithKline Beecham's national testing and
service network consists of regional laboratories, specialty testing operations
and its Genetics Testing Center, as well as a number of rapid-turnaround or
"stat" laboratories, and patient service centers. As part of the transaction,
SmithKline Beecham and Quest Diagnostics will enter into a long-term contract
under which Quest Diagnostics will be the exclusive provider of testing to
support SmithKline Beecham's clinical trials testing requirements worldwide.
SmithKline Beecham will also indemnify Quest Diagnostics for potential liability
arising from certain government and private claims.
SmithKline Beecham's clinical laboratory testing business is one of the three
largest clinical laboratory networks in the United States, with approximately
$1.6 billion in revenues from clinical laboratory testing during 1998.
SmithKline Beecham has a strong presence in several regions in the United
States, particularly the southeastern and western states where Quest
Diagnostics' presence is more limited. The acquisition will result in Quest
Diagnostics being the leading clinical laboratory provider in the country. Quest
Diagnostics will have a much more extensive network of laboratories and patient
service centers, with facilities in substantially all of the country's major
metropolitan areas. After the acquisition, Quest Diagnostics also expects to
generate significant net cost savings through elimination of infrastructure
redundancies and sharing of core competencies. While management believes the
acquisition will accelerate Quest Diagnostics' earnings growth rate, generate
savings exceeding $100 million annually after three years, and be accretive to
earnings in 2000 before anticipated charges related to the transaction, it is
expected to have an adverse impact on profitability during the second half of
1999.*
Management believes that the acquisition will enhance Quest Diagnostics'
ability to provide higher value for its customers in a cost-effective manner.
The acquisition will provide a broad range of benefits for customers, including:
continued improvements in quality, convenience and accessibility; expanded test
development for healthcare consumers; and more dynamic laboratory data and
information products to help providers and insurers better manage their
patients' health.
Year 2000 Readiness Disclosure
The Year 2000 issue concerns the ability of computer systems and programs to
properly recognize dates beginning January 1, 2000 and beyond. Also, the Year
2000 issue affects systems and equipment, such as security systems and
elevators, that contain imbedded hardware or software that may be similarly date
sensitive. As a result, business and governmental entities are at risk for
possible miscalculations or system failures resulting from Year 2000 problems
that may disrupt their operations.
The Company commenced its Year 2000 readiness program in 1997 and has
established a dedicated project team to implement the program. In order to
address the Year 2000 issue, the Company has adopted a six-phase plan which
includes: (1) inventory; (2) assessment; (3) repair/replace/upgrade; (4)
testing; (5) implementation; and (6) contingency planning. This plan is common
for each of the following seven major areas:
- -----------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes of
the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act of
1995." In particular, see factors (a), (b), (c), (d), (e), (f), (g), (j), (k),
(l) and (m).
41
<PAGE>
Infrastructure - Includes computer hardware, systems software (other than
application software) and voice and data network components. The inventory phase
and the assessment phase, for all equipment and software supplied by vendors who
have responded to Company inquiries, is complete. Also, there has been progress
made with regard to phases three and four of the Company's Year 2000 plan.
Applications - Includes all applications software including, but not limited to,
the Company's clinical laboratory systems, financial systems, billing systems,
human resources systems, purchasing systems and customer interface systems. The
inventory phase and the assessment phase for all applications are complete. The
Company is in the process of repairing, replacing or upgrading non-compliant
code and testing for compliance.
Laboratory Instruments - Includes all clinical diagnostic instrumentation in the
testing facilities. The inventory phase and the assessment phase, for all vendor
responses received, is complete. The Company is in the process of repairing,
replacing or upgrading non-compliant instrumentation and testing for compliance.
Facilities - Includes all building facilities (e.g. air conditioning units,
generators), property owners and building service providers (e.g. waste
management, public utilities). The inventory phase and assessment phase, for all
vendor responses received, is complete and action plans are being developed to
address required upgrades and testing.
Desktop Environment - Includes the personal computer hardware and operating
systems. The inventory and assessment phases are complete and the replacement
platform has been identified. An outside vendor has been selected, and is being
retained, to coordinate the desktop replacement program.
External Providers - Includes the process of identifying and prioritizing
critical suppliers and communicating with them about their plans and progress in
addressing the Year 2000 problem. The inventory phase and the assessment phase,
for all vendor responses received, is complete. All critical suppliers have been
identified and the Company is in the process of developing contingency plans for
each of these suppliers.
Payers - Includes the process of contacting each critical payer (e.g. Medicare,
Medicaid, commercial insurance carriers) regarding their plans and progress in
addressing the Year 2000 problem. All critical payers have been identified and
the Company is in the process of assessing the state of readiness, for all
responses received, and is in the process of developing contingency plans for
the critical payers.
Although each of the above seven areas is at a different stage of readiness,
the Company has completed the inventory phase, and has largely completed the
assessment phase, for all areas. The assessment phase will be an ongoing process
until all contacted parties have responded to our requests for Year 2000
information. The Company is continuing to work internally and with external
contractors, as needed, to complete the final phases of the program. The Company
also continues to work with its external vendors, whose readiness is vital for a
smooth transition into the Year 2000. In addition to the phases outlined above,
the Company's plan also includes regular status presentations to the Audit and
Finance Committee of the Board of Directors, and a special retention bonus plan
for its key information systems employees, which is based on the success in
making Quest Diagnostics' systems Year 2000 compliant. The Company's goal is to
have all significant systems properly functioning and certified with respect to
the Year 2000 during the third quarter of 1999.
Due to the general uncertainty inherent in the Year 2000 problem, resulting
in part from the uncertainty of the Year 2000 readiness of third-party vendors
42
<PAGE>
and payers, the Company is unable to determine at this time whether the
consequences of potential Year 2000 business disruptions will have a material
impact on the Company's results of operations, liquidity and financial
condition. The most reasonably likely worst case consequences of the Company or
key vendors or payers not being ready by January 1, 2000 include, among other
things, temporary business unit closures, delays in laboratory testing or
delivery of laboratory testing results, inventory shortages and delays in
collecting accounts receivable. Approximately 14% of the Company's revenues are
received from Medicare carriers. The Company could experience collection delays
if Medicare or other large third party payers (such as insurance companies)
experience Year 2000 problems. Medicare carriers are being required to implement
new programs required by the 1997 Balanced Budget Act at the same time that they
are attempting to make their systems Year 2000 compliant. In September 1998, the
General Accounting Office reported that "HCFA and its contractors are severely
behind schedule in repairing, testing and implementing the mission-critical
systems supporting Medicare" and concluded that "it is highly unlikely that all
of the Medicare systems will be compliant in time to ensure the delivery of
uninterrupted benefits and services into the year 2000." However, HCFA is
expected to develop contingency plans that may include making estimated payments
to providers based on historical claims experience in the event of a system
failure during the Year 2000.*
While the Company believes that its Year 2000 readiness program significantly
reduces the potential adverse effect of any such disruptions, Quest Diagnostics
cannot guarantee that the Year 2000 problem will not result in significant
business disruptions. Specific factors that give rise to this uncertainty
include the possible loss of technical resources to perform the remediation
work, failure to identify all susceptible systems, non-compliance by
third-parties whose systems impact the Company, and other similar uncertainties.
Concurrent with the plans described above, the Company is in the process of
developing detailed contingency plans for each major area to mitigate the
possible disruption in business operations. Contingency plans may include
accepting estimated payments from customers and payers, making use of
alternative vendors, stockpiling inventory and temporarily moving laboratory
testing services. Most of the Company's regional laboratories have similar test
menus and, with the adoption of standardized test codes and progress in other
standardization initiatives (including billing and lab information systems), the
Company has improved its ability to move laboratory specimens to an alternative
site in the event that a regional laboratory experiences disruptions. Once
developed, contingency plans and related cost estimates will be continually
refined as additional information becomes available. The Company's goal is to
have contingency plans finalized by mid-1999.*
Costs incurred in 1998 related to the Company's Year 2000 readiness program
approximated $22 million, of which approximately $7 million was capitalized.
Current estimates of the remaining costs are approximately $40 million to $60
million, of which approximately 50% to 60% will be capitalized. Capitalized
costs principally represent the purchase of new software and hardware. These
estimates are subject to potentially significant revisions as additional
information, including vendor responses, becomes available. Costs related to the
Company's Year 2000 readiness program have been, and are expected to continue
being, funded by cash from operations.*
- -------------------------------
* This is a forward-looking statement. See "Cautionary Statement for Purposes
of the `Safe Harbor' Provisions of the Private Securities Litigation Reform Act
of 1995." In particular, see factors (j), (k) and (l).
43
<PAGE>
Inflation
The Company believes that inflation generally does not have a material
adverse effect on its operations or financial condition because the majority of
its contracts are short-term.
44
<PAGE>
Report of Independent Accountants
To the Board of Directors and Stockholders of
Quest Diagnostics Incorporated
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a) 1. present fairly, in all material respects, the
financial position of Quest Diagnostics Incorporated and its subsidiaries at
December 31, 1998 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule listed in the index appearing under
Item 14 (a) 2. presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 2, the Company adopted a new accounting policy for
evaluating the recoverability of intangible assets during 1996.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
January 25, 1999, except as to Note 15, which is as of February 9, 1999
F-1
<PAGE>
<TABLE>
<CAPTION>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 and 1997
(in thousands, except per share data)
1998 1997
---- ----
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents......................................................... $ 202,908 $ 161,661
Accounts receivable, net of allowance of $70,701 and $89,870
at December 31, 1998 and 1997, respectively................................. 220,861 238,369
Inventories....................................................................... 31,164 30,360
Deferred taxes on income.......................................................... 94,441 97,471
Due from Corning Incorporated..................................................... 16,000 31,600
Prepaid expenses and other assets................................................. 12,813 12,423
---------- ----------
Total current assets......................................................... 578,187 571,884
Property, plant and equipment, net...................................................... 240,389 250,223
Intangible assets, net.................................................................. 494,721 513,779
Deferred taxes on income................................................................ 13,342 23,182
Other assets............................................................................ 33,601 41,860
---------- ----------
Total assets............................................................................ $1,360,240 $1,400,928
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses............................................. $ 242,285 $ 244,885
Current portion of long-term debt................................................. 51,444 32,648
Income taxes payable.............................................................. 15,736 17,613
---------- ----------
Total current liabilities.................................................... 309,465 295,146
Long-term debt.......................................................................... 413,426 482,161
Other liabilities....................................................................... 69,419 81,961
Commitments and contingencies
Preferred stock ........................................................................ 1,000 1,000
Common stockholders' equity:
Common stock, par value $0.01 per share; 100,000 shares
authorized; 30,241 and 29,986 shares issued at December 31,
1998 and 1997, respectively.................................................. 302 300
Additional paid-in capital........................................................ 1,201,006 1,198,194
Accumulated deficit............................................................... (623,514) (650,281)
Unearned compensation............................................................. (3,895) (5,038)
Accumulated other comprehensive loss.............................................. (3,038) (2,515)
Common stock in treasury, at cost; 214 shares at December 31, 1998................ (3,931) --
---------- ----------
Total common stockholders' equity............................................ 566,930 540,660
---------- ----------
Total liabilities and stockholders' equity.............................................. $1,360,240 $1,400,928
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(in thousands, except per share data)
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net revenues.................................................................. $ 1,458,607 $ 1,528,695 $ 1,616,296
Costs and expenses:
Cost of services........................................................... 861,044 927,864 1,010,875
Selling, general and administrative........................................ 481,634 502,123 495,323
Interest expense, net...................................................... 33,403 40,996 74,918
Amortization of intangible assets.......................................... 21,697 23,951 41,625
Provisions for restructuring and other special charges..................... -- 48,688 668,544
Other, net................................................................. 6,968 4,131 1,213
----------- ----------- -----------
Total.................................................................... 1,404,746 1,547,753 2,292,498
----------- ----------- -----------
Income (loss) before taxes.................................................... 53,861 (19,058) (676,202)
Income tax expense (benefit).................................................. 26,976 3,202 (50,242)
----------- ----------- -----------
Net income (loss)............................................................. $ 26,885 $ (22,260) $ (625,960)
=========== =========== ===========
Basic net income (loss) per common share...................................... $ 0.90 $ (0.77) $ (21.72)
=========== =========== ===========
Diluted net income (loss) per common share.................................... $ 0.89 $ (0.77) $ (21.72)
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(in thousands)
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).......................................................... $ 26,885 $ (22,260) $ (625,960)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization........................................ 68,845 76,397 99,098
Provision for doubtful accounts...................................... 89,428 118,223 111,238
Provisions for restructuring and other special charges............... -- 48,688 668,544
Deferred income tax provision........................................ 12,290 (1,090) (4,472)
Other, net........................................................... 11,032 6,117 558
Changes in operating assets and liabilities:
Accounts receivable............................................. (71,920) (63,865) (94,657)
Accounts payable and accrued expenses........................... 40,070 27,835 (16,671)
Restructuring, settlement and other special charges............. (39,518) (16,703) (160,627)
Due from/to Corning Incorporated and affiliates................. 14,890 8,755 (44,729)
Other assets and liabilities, net............................... (10,620) (5,830) (20,808)
------------- ------------ ------------
Net cash provided by (used in) operating activities........................ 141,382 176,267 (88,486)
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures................................................. (39,575) (30,836) (70,396)
Proceeds from disposition of assets.................................. 3,035 10,397 11,989
Business acquisitions................................................ (948) (16,000) --
(Increase) decrease in investments................................... (2,232) 1,338 (5,267)
------------ ------------ ------------
Net cash used in investing activities...................................... (39,720) (35,101) (63,674)
------------ ------------ ------------
Cash flows from financing activities:
Repayment of long-term debt.......................................... (54,153) (2,067) (528,178)
Proceeds from borrowings............................................. 4,300 -- 559,342
Net (repayments) borrowings under Working Capital Facility........... -- (19,300) 19,300
Payment of debt issuance costs....................................... -- -- (10,681)
Purchase of treasury stock........................................... (13,032) -- --
Contributions from minority partners................................. 2,443 -- --
Contribution of capital from Corning Incorporated.................... -- -- 119,063
Exercise of stock options............................................ 145 -- --
Dividends paid....................................................... (118) (98) (1,172)
------------ ------------ ------------
Net cash (used in) provided by financing activities........................ (60,415) (21,465) 157,674
------------- ------------ ------------
Net change in cash and cash equivalents.................................... 41,247 119,701 5,514
Cash and cash equivalents, beginning of year............................... 161,661 41,960 36,446
------------ ------------ ------------
Cash and cash equivalents, end of year..................................... $ 202,908 $ 161,661 $ 41,960
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(in thousands)
Accumulated
Other
Additional Unearned Comprehensive Comprehensive
Common Paid-In Accumulated Compen- Income Treasury Income
Stock Capital Deficit sation (Loss) Stock (Loss)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1995 $ -- $ 297,823 $ (3,118) $ -- $ 1,096 $ -- $ --
Net loss (625,960) (625,960)
Other comprehensive loss 2,358 (5,925) (3,567)
Dividends paid to Corning
Incorporated (1,172)
Issuance of preferred stock (1,000)
Capital contribution and
Spin-Off Distribution
(28,043 shares) 280 861,683
Establishment of employee stock
ownership plan
(779 shares) 8 11,646
- --------------------------------------------------------------------------------------------------------------------------------
Balance,
December 31, 1996 288 1,170,152 (627,892) -- (4,829) -- (629,527)
=========
Net loss (22,260) (22,260)
Other comprehensive income 2,314 2,314
Preferred dividends declared (129)
Issuance of common stock under
benefit plans (1,164 shares) 12 18,501 (6,975)
Capital adjustment 9,541
Amortization of unearned
compensation 1,937
- --------------------------------------------------------------------------------------------------------------------------------
Balance,
December 31, 1997 300 1,198,194 (650,281) (5,038) (2,515) -- (19,946)
=========
Net income 26,885 26,885
Other comprehensive loss (523) (523)
Preferred dividends declared (118)
Purchase of treasury stock
(687 shares) (13,032)
Issuance of common stock under
benefit plans (255 common
shares and 473 treasury shares) 2 3,522 (970) 9,101
Capital adjustment (710)
Amortization of unearned
compensation 2,113
- --------------------------------------------------------------------------------------------------------------------------------
Balance,
December 31, 1998 $ 302 $1,201,006 $ (623,514) $ (3,895) $(3,038) $ (3,931) $ 26,362
================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands unless otherwise indicated)
1. BASIS OF PRESENTATION
Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics"
or the "Company") is one of the largest clinical laboratory testing businesses
in the United States. Prior to January 1, 1997, Quest Diagnostics was a
wholly-owned subsidiary of Corning Incorporated ("Corning"). On December 31,
1996, Corning distributed all of the outstanding shares of common stock of the
Company to the stockholders of Corning, with one share of common stock of the
Company being distributed for each eight shares of outstanding common stock of
Corning. This distribution was followed immediately by the distribution to the
stockholders of the Company of all the outstanding common stock of Covance Inc.
("Covance") (formerly Corning Pharmaceutical Services Inc.), with one share of
common stock of Covance being distributed for each four shares of outstanding
common stock of Corning. These two distributions are collectively referred to as
the "Spin-Off Distribution." The result was the creation of two new independent,
publicly-owned companies. Prior to the Spin-Off Distribution, Corning received a
ruling from the Internal Revenue Service that the Spin-Off Distribution would be
tax-free. In conjunction with the Spin-Off Distribution, Corning, Quest
Diagnostics and Covance entered into a transaction agreement and tax
indemnification and tax sharing agreements. The transaction agreement provides
for, among other things, Corning to indemnify the Company against all
settlements for government claims pending at December 31, 1996 (see Note 14).
Additionally, in conjunction with the Spin-Off Distribution, the Company
borrowed $500 million in long-term debt to repay Corning for certain
intercompany borrowings. The remaining intercompany debt was contributed by
Corning to the Company's equity.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of all
entities controlled by the Company. The equity method of accounting is used for
investments in affiliates which are not Company controlled and in which the
Company's interest is generally between 20 and 50 percent. The Company's share
of the net loss of its equity investments, which totaled $5.2 million and $1.2
million for 1998 and 1997, respectively, is included in other, net in the
consolidated statement of operations. All significant intercompany accounts and
transactions are eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
Revenue Recognition
The Company generally recognizes revenue for services rendered upon
completion of the testing process. Billings for services under third-party payer
programs, including Medicare and Medicaid, are recorded as revenues net of
allowances for differences between amounts billed and the estimated receipts
under such programs. Adjustments to the estimated receipts, based on final
settlement with the third-party payers, are recorded upon settlement. In 1998,
1997 and 1996, approximately 16%, 20% and 21%, respectively, of net revenues
were generated by Medicare and Medicaid programs.
Taxes on Income
The Company uses the asset and liability approach to account for income
taxes. Under this method, deferred tax assets and liabilities are recognized for
the expected future tax consequences of differences between the carrying amounts
of assets and liabilities and their respective tax bases using tax rates in
effect for the year in which the differences are expected to reverse. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period when the change is enacted.
F-6
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Earnings Per Share
Basic net income (loss) per common share is calculated by dividing net
income (loss), less preferred stock dividends, by the weighted average number of
common shares outstanding. Diluted net income per common share is calculated by
dividing net income (loss), less preferred stock dividends, 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 outstanding stock options and restricted common
shares granted under the Company's Employees Equity Participation Program.
Historical earnings per share data for 1996 has been restated to reflect common
shares outstanding as a result of the Company's recapitalization in 1996. In
December 1996, 28.8 million common shares were issued to effectuate the Spin-Off
Distribution and establish the Company's employee stock ownership plan.
The computation of basic and diluted net income (loss) per common share is
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net income (loss)............................................. $ 26,885 $ (22,260) $(625,960)
Less: Preferred stock dividends............................... 118 129 --
--------- --------- ---------
Income (loss) available to common stockholders - basic and
diluted ................................................... $ 26,767 $ (22,389) $(625,960)
========= ========= =========
Weighted average number of common shares outstanding - basic
(in thousands)............................................. 29,684 29,188 28,822
Effect of dilutive securities:
Stock options (in thousands).................................. 401 -- --
Restricted common stock (in thousands) ....................... 144 -- --
--------- --------- ---------
Weighted average number of common shares outstanding - diluted
(in thousands) ............................................ 30,229 29,188 28,822
========= ========= =========
Basic net income (loss) per common share...................... $ 0.90 $ (0.77) $ (21.72)
========= ========= =========
Diluted net income (loss) per common share.................... $ 0.89 $ (0.77) $ (21.72)
========= ========= =========
</TABLE>
The following securities are not included in the diluted net income (loss)
per share calculation due to their antidilutive effect.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Stock options (in thousands).................................. 107 1,896
Restricted common stock (in thousands)........................ -- 422
</TABLE>
Stock-Based Compensation
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), encourages, but does not require
companies to record compensation cost for stock-based compensation plans at fair
value. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25"), and related interpretations.
F-7
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Foreign Currency
Assets and liabilities of foreign subsidiaries are translated into U.S.
dollars at year-end exchange rates. Income and expense items are translated at
average exchange rates prevailing during the year. The translation adjustments
are recorded as a component of accumulated other comprehensive income (loss)
within stockholders' equity. Gains and losses from foreign currency transactions
are included in consolidated income. Transaction gains and losses have not been
material.
Cash and Cash Equivalents
Cash and cash equivalents include all highly-liquid investments with
maturities, at the time acquired by the Company, of three months or less.
Concentrations of Credit Risk
Concentrations of credit risk with respect to accounts receivable are
limited due to the diversity of the Company's clients as well as their
dispersion across many different geographic regions.
Inventories
Inventories, which consist principally of supplies, are valued at the lower
of cost (first in, first out method) or market.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation and
amortization are provided on the straight-line method over expected useful asset
lives as follows: buildings and improvements, ranging from ten to thirty years;
laboratory equipment and furniture and fixtures, ranging from three to seven
years; and leasehold improvements, the lesser of the useful life of the
improvement or the remaining life of the building or lease, as applicable.
Long-Lived Assets
The Company reviews the recoverability of its long-lived assets when events
or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. Evaluation of possible impairment is based on the
Company's ability to recover the asset from the expected future pre-tax cash
flows (undiscounted and without interest charges) of the related operations. If
the expected undiscounted pre-tax cash flows are less than the carrying value of
such asset, an impairment loss would be recognized for the difference between
estimated fair value and carrying value.
Accounting for Intangible Assets
Acquisition costs in excess of the fair value of net tangible assets
acquired are capitalized and amortized on the straight-line method over periods
not exceeding forty years. Other intangible assets are recorded at cost and
amortized on the straight-line method over periods not exceeding fifteen years.
Coincident with the Spin-Off Distribution, management adopted a new
accounting policy for evaluating the recoverability of intangible assets and
measuring possible impairment under Accounting Principles Board Opinion No. 17,
"Intangible Assets". Most of the Company's intangible assets resulted from
purchase business combinations in 1993. Significant changes in the clinical
laboratory and health care industries subsequent to 1993, including increased
government regulation and movement from traditional fee-for-service care to
managed cost health care, had caused the fair value of the intangible assets to
be significantly less than historical carrying value. Management believes that a
valuation of intangible assets based on the amount for which each regional
laboratory could be sold in an arm's-length transaction is preferable to using
projected undiscounted pre-tax cash flows. The Company believes fair value is a
better indicator of the extent to which the intangible assets may be recoverable
and, therefore, may be impaired. This change in method of evaluating the
recoverability of intangible assets resulted in a charge of $445.0 million to
F-8
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
operations in 1996 to reflect the impairment of intangible assets, which is
included in provisions for restructuring and other special charges.
The fair value method is applied to each of the regional laboratories.
Management's estimate of fair value is primarily based on multiples of
forecasted revenue or multiples of forecasted earnings before interest, taxes,
depreciation and amortization ("EBITDA"). The multiples are primarily determined
based upon publicly available information regarding comparable publicly-traded
companies in the industry, but also consider (i) the financial projections of
each regional laboratory, (ii) the future prospects of each regional laboratory,
including its growth opportunities, managed care concentration and likely
operational improvements, and (iii) comparable sales prices, if available.
Multiples of revenues are used to estimate fair value in cases where the Company
believes that the likely acquirer of a regional laboratory would be a strategic
buyer within the industry which would realize synergies from such an
acquisition. In regions where management does not believe there is a potential
strategic buyer within the industry, and, accordingly, believes the likely buyer
would not have synergy opportunities, multiples of EBITDA are used for
estimating fair value. Regional laboratories with lower levels of profitability
valued using revenue multiples would generally be ascribed a higher value than
if multiples of EBITDA were used, due to assumed synergy opportunities.
Management's estimate of fair value is currently based on multiples of revenue
primarily ranging from 0.5 to 0.7 times revenue and on multiples of EBITDA
primarily ranging from 5 to 6 times EBITDA. While management believes the
estimation methods are reasonable and reflective of common valuation practices,
there can be no assurance that a sale to a buyer for the estimated value
ascribed to a regional laboratory could be completed. Changes to the method of
valuing regional laboratories will be made only when there is a significant and
fundamental change in facts and circumstances, such as significant changes in
market position or the entrance or exit of a significant competitor from a
regional market. No changes were made to the method of valuing regional
laboratories in 1998.
On a quarterly basis, management performs a review of each regional
laboratory to determine if events or changes in circumstances have occurred
which could have a material adverse effect on the fair value of the business and
its intangible assets. If such events or changes in circumstances were deemed to
have occurred, management would consult with one or more of its advisors in
estimating the impact on fair value of the regional laboratory. Should the
estimated fair value of a regional laboratory be less than the net book value
for such laboratory at the end of a quarter, the Company will record a charge to
operations to recognize an impairment of its intangible assets for such
difference. During 1997, the Company recorded a charge of $16.0 million related
to the impairment of intangible assets (see Note 5).
Investments
The Company accounts for investments in equity securities, which are
included in other assets, in conformity with Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"), which requires the use of fair value accounting for
trading or available-for-sale securities. Unrealized gains and losses for
available-for-sale securities are recorded as a component of accumulated other
comprehensive income (loss) within stockholders' equity. Investments in equity
securities are not material to the Company.
Financial Instruments
The Company's policy is to use financial instruments only to manage
exposure to market risks. The Company has established a control environment that
includes 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 trading
purposes.
The Company defers the impact of changes in the market value of these
contracts until such time as the hedged transaction is completed. The Company
may also, from time to time, enter into interest rate and foreign currency swaps
to manage interest rates and foreign currency risk. Income and expense related
to interest rate swaps is accrued as interest rates change and is recognized in
F-9
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
income over the life of the agreement. Gains or losses realized and premiums
paid on foreign currency options are deferred and are recognized as payments are
made on the related foreign currency denominated debt, or immediately if the
obligation instrument is settled.
During 1998, the Company entered into foreign exchange contracts to manage
foreign currency risk. The terms of these exchange contracts are generally one
year or less. The primary purpose of the foreign currency hedging activities is
to protect the Company from the risk that the eventual cash outflows to settle
foreign currency denominated liabilities will be adversely affected by changes
in exchange rates. The unrealized gain related to an outstanding contract at
December 31, 1998 is immaterial.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and
accounts payable and accrued expenses approximate fair value based on the short
maturity of these instruments. As of December 31, 1998 and 1997, the fair value
of the Company's debt is estimated at approximately $480 million and $530
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. Such fair values exceeded the carrying value of the debt at
both December 31, 1998 and 1997 by approximately $15 million.
Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This statement
establishes standards for the reporting and display of comprehensive income and
its components in the financial statements. Comprehensive income encompasses all
changes in stockholders' equity (except those arising from transactions with
stockholders) and includes net income (loss), net unrealized capital gains or
losses on available-for-sale securities and foreign currency translation
adjustments.
Segment Reporting
In 1998, the Company adopted Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information".
This statement establishes standards for reporting segments using the
"management approach," or the internal organization that is used by management
for making operating decisions and assessing performance, as the source of a
company's reportable segments. The adoption of this statement did not affect
results of operations, financial position or disclosures.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999 (2000 for the
Company). SFAS 133 requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. Management of the Company
anticipates that, due to its limited use of derivative instruments, the adoption
of SFAS 133 will not have a significant effect on the Company's results of
operations or its financial position.
3. TAXES ON INCOME
For periods prior to the Spin-Off Distribution, the Company was included in
the consolidated federal income tax returns filed by Corning and had a tax
sharing agreement with Corning, pursuant to which the Company was required to
compute its provision for income taxes on a separate return basis and pay to
Corning the separate federal income tax return liability so computed. In
conjunction with the Spin-Off Distribution, the Company, Corning, and Covance
entered into a tax sharing agreement which allocates among them responsibility
F-10
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
for federal, state and local taxes relating to taxable periods before and after
the Spin-Off Distribution and provides for computing and apportioning tax
liabilities and tax benefits for such periods among the parties.
The Company, Corning, and Covance also entered into tax indemnification
agreements that generally restrict the Company and Covance for a period of two
years after the Spin-Off Distribution from taking certain actions that might
jeopardize the favorable tax treatment of the Spin-Off Distribution and that
provide Corning with certain rights of indemnification against the Company and
Covance. Additionally, the tax indemnification agreements provide the Company
and Covance with certain rights of indemnification against each other. The tax
indemnification agreements also require the Company and Covance to take such
actions as Corning may reasonably request to preserve the favorable tax
treatment provided for in any rulings obtained from the Internal Revenue Service
in respect of the Spin-Off Distribution.
The Company's pre-tax income (loss) consisted of approximately $52.7
million and $(16.7) million from U.S. operations and approximately $1.2 million
and $(2.4) million from foreign operations for the years ended December 31, 1998
and 1997, respectively. The Company's pre-tax loss from foreign operations was
immaterial for 1996.
The components of the provision (benefit) for income taxes for 1998, 1997
and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current:
Federal............................... $ 8,754 $ 3,904 $(47,429)
State and local....................... 4,861 223 765
Foreign............................... 1,071 165 894
Deferred:
Federal............................... 14,728 (885) 2,524
State and local....................... (2,438) (205) (6,996)
------- ------- --------
Total............................... $26,976 $ 3,202 $(50,242)
======= ======= ========
A reconciliation of the federal statutory rate to the Company's effective tax
rate for 1998, 1997 and 1996 is as follows:
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Tax provision (benefit) at statutory rate.................. 35.0% (35.0%) (35.0%)
State and local income taxes, net of federal benefit....... 3.4% 0.1% (0.6%)
Non-deductible goodwill amortization....................... 9.3% 25.8% 1.4%
Non-deductible write-down of intangible assets............. -- 29.4% 23.0%
Adjustment of prior years tax liabilities.................. -- (10.9%) --
Impact of foreign operations............................... 1.2% 5.3% 0.2%
Other non-deductible items................................. 1.2% 2.1% 3.7%
Other, net................................................. -- -- (0.1%)
---- ---- ----
Effective tax rate.................................... 50.1% 16.8% (7.4%)
==== ==== ====
</TABLE>
F-11
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1998 and
1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Current deferred tax asset:
Accounts receivable reserve ...................... $ 20,765 $ 24,193
Liabilities not currently deductible ............. 65,394 64,532
Net operating losses ............................. 7,797 8,549
Other ............................................ 485 197
-------- --------
Total .......................................... $ 94,441 $ 97,471
======== ========
Non-current deferred tax asset (liability):
Liabilities not currently deductible ............. $ 26,969 $ 34,763
Depreciation and amortization .................... (13,627) (11,581)
-------- --------
Total .......................................... $ 13,342 $ 23,182
======== ========
</TABLE>
The Company had net operating losses for state income tax purposes with
expiration dates through 2011 of approximately $182 million at December 31,
1998.
Income taxes payable at December 31, 1998 and 1997 were $15.7 million and
$17.6 million, respectively, and consist primarily of federal income taxes
payable of $14.0 million and $17.0 million, respectively.
4. SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Depreciation expense .............. $ 47,148 $ 52,446 $ 57,473
Interest expense .................. $ 43,977 $ 46,040 $ 77,691
Interest income ................... (10,574) (5,044) (2,773)
-------- -------- --------
Interest expense, net ............. $ 33,403 $ 40,996 $ 74,918
Interest paid ..................... $ 41,243 $ 41,622 $ 91,026
Income taxes paid ................. $ 16,269 $ 10,788 $ 13,102
</TABLE>
5. PROVISIONS FOR RESTRUCTURING AND OTHER SPECIAL CHARGES
In the fourth quarter of 1997, the Company recorded provisions for
restructuring and other special charges totaling $48.7 million in connection
with a series of actions aimed at reducing excess capacity in its network of
clinical laboratories through facility reductions and consolidations. The
charges consisted primarily of workforce reduction programs, costs associated
with exiting a number of leased facilities, the write-off of certain assets, the
write-down of a non-strategic investment and a charge of $16.0 million to
write-down intangible assets reflecting the estimated impairment as a result of
the Company's actions. In addition to the restructuring and other special
charges, the Company recorded $6.8 million in selling, general and
administrative expenses. These expenses consisted primarily of additional
provisions for doubtful accounts to recognize the reduced recoverability of
certain receivables from accounts which will no longer be served as a result of
the consolidation plan.
Coincident with the Spin-Off Distribution, the Company recorded special
charges totaling $466.8 million. The charges consisted primarily of $445.0
million related to the change in accounting policy discussed in Note 2
F-12
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
and the cost associated with the funding of an employee stock ownership plan
($11.7 million), as well as the costs for advisors and other expenses associated
with establishing the Company as a separate publicly-traded entity.
As discussed in Note 14, in 1996, the Company recorded charges totaling
$188.0 million to increase its reserves related to claims by the Civil Division
of the U.S. Department of Justice ("DOJ") for certain payments received by Damon
Corporation ("Damon") prior to its acquisition by the Company, and other related
and similar claims. Additionally, in the third quarter of 1996, the Company
recorded a special charge of $13.7 million to write-off capitalized software as
a result of its decision to abandon what had been intended as its standard
company-wide billing system. Management is now standardizing billing systems
using a system already implemented at several of its sites.
The following table summarizes the Company's accruals for restructuring (in
millions):
<TABLE>
<CAPTION>
Balance at Amounts Balance at Amounts Balance at
Dec. 31, 1997 Utilized in Dec. 31, Utilized in Dec. 31,
1996 Provision 1997 1997 1998 1998
---- --------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Employee termination costs................ $ 7.5 $17.8 $ 6.8 $18.5 $13.4 $ 5.1
Write-off of fixed assets................. 1.0 7.5 5.3 3.2 1.1 2.1
Costs of exiting leased facilities........ 5.5 3.4 2.3 6.6 2.5 4.1
Other..................................... 2.1 4.0 1.0 5.1 2.8 2.3
----- ----- ----- ----- ----- -----
Total................................ $16.1 $32.7 $15.4 $33.4 $19.8 $13.6
===== ===== ===== ===== ===== =====
</TABLE>
The 1997 provision included estimated severance benefits related to the
termination of approximately 1,300 employees. Approximately 700 employees have
been terminated as of December 31, 1998. The actual number of employees to be
terminated is less than initially anticipated, primarily due to higher than
expected attrition. In the fourth quarter of 1998, the Company determined that
reserves established in the fourth quarter of 1997, primarily related to
employee termination costs, were in excess of what would ultimately be required
by approximately $3.0 million. Also, in the fourth quarter of 1998, the Company
determined that the write-down of a non-strategic investment, recorded in the
fourth quarter of 1997 and included in restructuring and other special charges,
should be increased by approximately $3.0 million. The effect of these
adjustments, which are included in the amounts utilized in 1998 above, was to
reallocate the remaining reserves associated with the 1997 fourth quarter
charge. Certain severance and facility exit costs included in the 1997 plan have
payment terms extending beyond 1999. All prior restructuring plans are
substantially completed.
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 1998 and 1997 consist of the
following:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Land ............................................... $ 14,827 $ 14,995
Buildings and improvements ......................... 179,906 178,100
Laboratory equipment, furniture and fixtures ....... 336,843 329,729
Leasehold improvements ............................. 45,059 49,474
Construction-in-progress ........................... 12,895 4,120
--------- ---------
589,530 576,418
Less: accumulated depreciation and amortization .... (349,141) (326,195)
--------- ---------
Total ......................................... $ 240,389 $ 250,223
========= =========
</TABLE>
F-13
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
7. INTANGIBLE ASSETS
Intangible assets at December 31, 1998 and 1997 consist of the following:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Goodwill ......................................... $ 567,295 $ 567,381
Customer lists ................................... 38,590 65,472
Other (principally non-compete covenants) ........ 18,956 44,602
--------- ---------
624,841 677,455
Less: accumulated amortization ................... (130,120) (163,676)
--------- ---------
Total ....................................... $ 494,721 $ 513,779
========= =========
</TABLE>
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at December 31, 1998 and 1997 consist
of the following:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Accrued wages and benefits ......................... $ 107,869 $ 81,375
Accrued expenses ................................... 68,649 60,922
Restructuring and settlement provisions ............ 40,822 78,311
Trade accounts payable ............................. 24,945 24,277
--------- ---------
Total ......................................... $ 242,285 $ 244,885
========= =========
</TABLE>
9. LONG-TERM DEBT
Current portion of long-term debt at December 31, 1998 and 1997 consists of
the following:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Current portion of long-term debt ..................... $ 51,444 $ 32,648
-------- --------
</TABLE>
Long-term debt, exclusive of current maturities, at December 31, 1998 and
1997 consists of the following:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Variable rate bank term loans ............................ $ 248,000 $ 319,000
10.75% senior subordinated notes due 2006 ................ 150,000 150,000
Mortgage note payable through 2011, interest at 9.25% .... 5,404 5,672
Note payable denominated in pounds Sterling, interest at
The London Interbank Sterling Rate minus 1%, due 2002 . 4,953 6,589
Other .................................................... 5,069 900
--------- ---------
Total ............................................... $ 413,426 $ 482,161
========= =========
</TABLE>
On December 6, 1996, in connection with the Spin-Off Distribution, Quest
Diagnostics entered into a credit agreement (the "Credit Agreement") with
several banks providing for a $450.0 million credit facility (the "Credit
Facility"). The $450.0 million commitment under the Credit Facility is comprised
F-14
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
of three sub-facilities: (i) a $300.0 million six-year amortizing term loan,
(ii) a $50.0 million seven-year term loan with minimal amortization until the
seventh year and (iii) a $100.0 million six-year revolving working capital
credit facility (the "Working Capital Facility"). Under the Working Capital
Facility, up to $20 million may be used for letters of credit. At December 31,
1998, approximately $5.4 million in letters of credit were outstanding, which
reduced the amount available under the Working Capital Facility. The Credit
Facility is secured by substantially all of the Company's accounts receivable
and by a guaranty from, and a pledge of all capital stock, accounts receivable
and intercompany loans of, substantially all of the Company's domestic
subsidiaries. The borrowings under the Credit Facility rank senior in priority
of repayment to any Permitted Subordinated Debt (as defined in the Credit
Agreement), including the senior subordinated notes discussed below. Interest is
based on certain published rates plus an applicable margin which will vary
depending on the financial performance of the Company. The weighted average
interest rate at December 31, 1998 and 1997 was 7.0% and 7.7%, respectively, for
the term loans. At December 31, 1998, $253.0 million and $46.0 million were
outstanding under the six-year and seven-year term loans, respectively.
On December 16, 1996, the Company issued $150.0 million of 10.75% senior
subordinated notes due 2006 (the "Notes"). The Notes are general unsecured
obligations of the Company and are subordinated in right of payment to all
existing and future senior debt (as defined in the indenture relating to the
Notes (the "Indenture")), including all indebtedness of the Company under the
Credit Facility. Interest is payable on June 15 and December 15. The Notes will
be redeemable, in whole or in part, at the option of the Company at any time on
or after December 15, 2001, at specified redemption prices. The Notes are
guaranteed, fully, jointly and severally, and unconditionally, on a senior
subordinated basis by substantially all of the Company's wholly-owned, domestic
subsidiaries.
The Credit Agreement and the Indenture contain various customary
affirmative and negative covenants, including, in the case of the Credit
Agreement, the maintenance of certain financial ratios and tests. The Credit
Agreement prohibits the Company from paying cash dividends on its common stock.
The Indenture restricts the Company's ability to pay cash dividends based,
primarily, on a percentage of the Company's earnings, as defined. Additionally,
the Company will be required to offer to purchase the Notes and repay amounts
borrowed under the Credit Facility upon a change of control, as defined, and in
the event of certain asset sales. The Credit Agreement covenant ratios were
amended in 1997 in conjunction with the fourth quarter restructuring and other
special charges discussed in Note 5.
Long-term debt, including capital leases, maturing in each of the years
subsequent to December 31, 1999 is as follows:
<TABLE>
<S> <C>
Year ending December 31
2000....................................... $ 71,471
2001....................................... 76,506
2002....................................... 68,785
2003....................................... 42,588
2004 and thereafter........................ 154,076
---------
Total long-term debt....................... $ 413,426
=========
</TABLE>
F-15
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
10. PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY
Series Preferred Stock
Quest Diagnostics is authorized to issue up to 10 million shares of Series
Preferred Stock, par value $1.00 per share. The Company's Board of Directors has
the authority to issue such shares without stockholder approval and to determine
the designations, preferences, rights, and restrictions of such shares. Of the
authorized shares, 600,000 shares have been designated Series A Preferred Stock
and 1,000 shares have been designated Voting Cumulative Preferred Stock. No
shares have been issued, other than the Voting Cumulative Preferred Stock.
Voting Cumulative Preferred Stock
In conjunction with the Spin-Off Distribution, Quest Diagnostics issued to
Corning 1,000 shares of Voting Cumulative Preferred Stock, which have a $1.0
million aggregate liquidation preference. Dividends are at an annual rate of
11.75% and are payable quarterly. The Voting Cumulative Preferred Stock is
generally entitled to one vote per share, voting together as one class with the
Company's common stock. Whenever dividends on the Voting Cumulative Preferred
Stock are in arrears, no dividends or redemptions or purchases of shares may be
made with respect to any stock ranking junior as to dividends or liquidation to
the Voting Cumulative Preferred Stock until all such amounts have been paid. The
Voting Cumulative Preferred Stock is not convertible into shares of any other
class or series of stock of the Company and will be redeemable in whole or in
part, at the option of the Company at any time on or after December 31, 2002, at
specified redemption prices. On January 1, 2022, the Company must redeem all of
the then outstanding shares of the Voting Cumulative Preferred Stock at a
redemption price equal to the liquidation preference plus any unpaid dividends.
The Voting Cumulative Preferred Stock ranks senior to the Quest Diagnostics
common stock and the Series A Preferred Stock.
Preferred Share Purchase Rights
Each share of Quest Diagnostics common stock trades with a preferred share
purchase right which entitles stockholders to purchase one-hundredth of a share
of Series A Preferred Stock upon the occurrence of certain events. In addition,
the rights entitle stockholders to purchase shares of common stock at a
predefined price in the event a person or group acquires 20% or more of the
Company's outstanding common stock. The preferred share purchase rights expire
December 31, 2006.
Common Stock Purchase Program
In February 1998, the Board of Directors authorized the Company to
repurchase up to $27 million of its common stock through 1999. During 1998, the
Company paid approximately $13 million for approximately 687 thousand shares
under the program. During 1998, approximately 473 thousand shares were reissued
in connection with the Company's benefit plans. The remaining shares held in
treasury at December 31, 1998 are expected to be reissued in connection with
certain employee benefit plans.
F-16
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss) for 1998,
1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Foreign Accumulated
Currency Other
Translation Market Value Comprehensive
Adjustment Adjustment Income (Loss)
------- ------- -------
<S> <C> <C> <C>
Balance, December 31, 1995 ......... $ 2,325 $(1,229) $ 1,096
Translation adjustment ............. (2,944) -- (2,944)
Market value adjustment,
net of tax benefit of
$1,946 ......................... -- (2,981) (2,981)
------- ------- -------
Balance, December 31, 1996 ......... (619) (4,210) (4,829)
Translation adjustment ............. (551) -- (551)
Market value adjustment,
net of tax of $1,871 ............. -- 2,865 2,865
------- ------- -------
Balance, December 31, 1997 ......... (1,170) (1,345) (2,515)
Translation adjustment ............. (924) -- (924)
Market value adjustment,
net of tax of $262 ............... -- 401 401
------- ------- -------
Balance, December 31, 1998 ......... $(2,094) $ (944) $(3,038)
======= ======= =======
</TABLE>
11. STOCK OWNERSHIP AND COMPENSATION PLANS
Employee and Non-employee Directors Stock Ownership Programs
In conjunction with the Spin-Off Distribution, the Company established the
Employees Equity Participation Program (the "EEPP") which consists of two plans:
(a) a stock option plan and (b) an incentive stock plan. The EEPP provides for
the grant to eligible employees of either non-qualified or incentive stock
options, or both, to purchase shares of Quest Diagnostics' common stock at no
less than fair market value on the date of grant. Stock options expire ten years
from date of grant and vest over two to three years. The EEPP also allows for
awards to eligible employees of shares, or the right to receive shares, of Quest
Diagnostics' common stock, the equivalent value in cash or a combination
thereof. Key executive, managerial and technical employees are eligible to
participate in the plan.
Under the EEPP, the maximum number of shares of Quest Diagnostics' common
stock that may be optioned or granted is 3 million, excluding the Substitute
Options discussed below. In addition to the options granted under the stock
option plan, approximately 300 thousand and 400 thousand shares of restricted
stock were granted in 1998 and 1997, respectively, under the incentive stock
plan, primarily to executive employees. The weighted average grant date fair
value of the shares issued during the period was $16.06 and $16.14 per share for
1998 and 1997, respectively. These shares are earned on achievement of financial
performance goals and are subject to forfeiture if employment terminates prior
to the end of the prescribed vesting period, which ranges primarily from three
to four years. The market value of the shares awarded under the plan is recorded
as unearned compensation. The amount of unearned compensation is subject to
adjustment based upon changes in earnings estimates during the initial year of
grant and is amortized to compensation expense over the prescribed vesting
period. During 1998, 317 thousand previously granted shares were forfeited and
33 thousand shares were earned. As of December 31, 1998, 370 thousand shares of
restricted stock were granted but not yet earned.
In 1998, the Company established the Quest Diagnostics Incorporated Stock
Option Plan for Non-employee Directors (the "Director Option Plan"). The
Director Option Plan provides for the grant to non-employee directors of
non-qualified stock options to purchase shares of Quest Diagnostics' common
F-17
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
stock at no less than fair market value on the date of grant. The maximum number
of shares that may be issued under the Director Option Plan is 500 thousand.
Stock options expire ten years from date of grant and vest over two to three
years. As of December 31, 1998, grants under the Director Option Plan totaled 52
thousand shares, leaving 448 thousand shares available for future grants.
Transactions under the stock option plans were as follows (options in
thousands):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Options outstanding, beginning of year ........... 1,896 --
Substitute Options granted ....................... -- 725
Options granted .................................. 1,336 1,209
Options exercised ................................ 27 --
Options terminated ............................... 255 38
----- -----
Options outstanding, end of year ................. 2,950 1,896
===== =====
Exercisable ...................................... 405 --
Average price:
Substitute Options granted .................. -- $10.56
Options granted ............................. $16.39 $16.48
Options exercised ........................... $16.36 --
Options terminated .......................... $14.65 $16.40
Options outstanding, end of year ............ $15.14 $14.22
Exercisable, end of year .................... $16.50 --
Weighted average grant date
fair value of options ....................... $ 7.31 $ 7.58
</TABLE>
The following relates to options outstanding at December 31, 1998:
<TABLE>
<CAPTION>
Shares Weighted Average Weighted Average
Range of exercise price (in thousands) Remaining Contractual Life Exercise Price
----------------------- -------------- -------------------------- --------------
<S> <C> <C> <C>
$10.51 to $11.33 652 6.9 $10.57
$15.88 to $17.94 2,196 8.6 $16.26
$20.31 to $22.69 102 9.5 $20.44
</TABLE>
Prior to the Spin-Off Distribution, certain employees of Quest Diagnostics
were granted stock awards, including stock options to acquire Corning common
stock and restricted shares of Corning common stock, under various Corning
compensation programs. Company employees were also eligible to participate in
the Corning Employee Stock Purchase Plan. Expenses related to these programs
have been included in the Company's financial statements.
Coincident with the Spin-Off Distribution, with the exception of certain
options granted in 1995 and 1996, the number and exercise price of the Corning
options outstanding were adjusted and will remain options to purchase Corning
common stock. Additionally, certain Corning options outstanding and held by
Company employees which were granted in 1995 and 1996 were canceled. On January
1, 1997, the Company issued, in substitution for two-thirds of the canceled
options, approximately 725 thousand options to purchase its common stock under
the EEPP (the "Substitute Options"). The Substitute Options become exercisable
in installments from four to five years from their original grant dates in 1995
and 1996. The adjusted Corning stock options and the Substitute Options have the
F-18
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
same vesting provisions, option periods, and other terms and conditions as the
awards they replaced. Additionally, the adjusted Corning stock options and the
Substitute Options have the same ratio of the exercise price per share to the
market value per share, and the same aggregate difference between market value
and exercise price as the stock options they replaced.
Quest Diagnostics has adopted the disclosure-only provisions of SFAS 123,
but follows APB 25 and related interpretations to account for its stock-based
compensation plans. Stock-based compensation expense recorded in accordance with
APB 25 was $2.1 million and $1.9 million in 1998 and 1997, respectively, and was
immaterial for 1996.
If the Company had elected to recognize compensation cost based on the fair
value at the grant dates for awards under its stock-based compensation plans
(including the adjusted awards), consistent with the method prescribed by SFAS
123, the pro forma impact on the Company's net loss in 1996 would have been
immaterial. The Company's pro forma net income (loss) would have been $21.4
million and $(26.1) million for 1998 and 1997, respectively. Pro forma basic net
income (loss) per common share would have been $0.72 per common share and
$(0.90) per common share for 1998 and 1997, respectively. Pro forma diluted net
income (loss) per common share would have been $0.71 per common share and
$(0.90) per common share for 1998 and 1997, respectively.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
Adjusted
Corning Substitute
1998 1997 Options Options
---- ---- -------- -------
<S> <C> <C> <C> <C>
Dividend yield 0.0% 0.0% 2.3% 0.0%
Risk-free interest rate 5.3% 6.3% 6.5% 5.5%
Expected volatility 42.0% 55.0% 24.5% 38.0%
Expected holding period,
in years 5 5 7 7
</TABLE>
Employee Stock Purchase Plan
Under the Company's Employee Stock Purchase Plan ("ESPP"), substantially
all employees can elect to have up to 10% of their annual wages withheld to
purchase Quest Diagnostics' common stock. The purchase price of the stock is 85%
of the lower of its beginning-of-quarter or end-of-quarter market price. Under
the ESPP, the maximum number of shares of Quest Diagnostics' common stock which
may be purchased by eligible employees is 2 million. Approximately 232 and 200
thousand shares of common stock were purchased by eligible employees in 1998 and
1997, respectively. No purchases were made in 1996.
Employee Stock Ownership Plan
Under the Company's employee stock ownership plan ("ESOP"), approximately
800 thousand shares of Quest Diagnostics' common stock were issued for the
account of all active regular employees as of December 31, 1996.
No contributions were made to the ESOP in 1998 or 1997.
F-19
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
12. EMPLOYEE RETIREMENT PLANS
Defined Contribution Plan
The Company maintains a defined contribution plan covering substantially
all of its employees. The Company's expense for its contributions to this plan
aggregated $15.5 million, $16.9 million and $14.1 million for 1998, 1997 and
1996, respectively.
Defined Benefit Plan
An acquired entity had a defined benefit pension plan which in 1990 was
frozen as to the further accrual of benefits. At December 31, 1997, the
estimated settlement obligation was $26.6 million and the fair value of the plan
assets was $24.5 million. The unfunded settlement obligation was recorded at
December 31, 1997. During 1998, the participants received lump-sum cash payments
or annuity contracts in settlement of their rights to receive pension benefits.
13. RELATED PARTY TRANSACTIONS
The Company, in the ordinary course of business, conducted a number of
transactions with Corning and its affiliates. The significant transactions
occurring during the year ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
1996
-------
<S> <C>
Interest expense on borrowings ....................................... $72,861
Purchase of laboratory supplies ...................................... 8,893
Corporate fees ....................................................... 2,695
</TABLE>
During 1996, Corning contributed capital to the Company in the amount of
$862.0 million. Of this amount, $712.0 million was contributed primarily through
the forgiveness of certain intercompany indebtedness, $119.1 million through the
funding of the Damon settlement (see Note 14) and $30.9 million primarily
related to Corning's indemnification of government claims. In addition to cash
received from Corning during 1998 and 1997, the receivable from Corning was
(decreased) increased by $(0.7) million and $9.5 million, respectively, and
recorded through an adjustment to additional paid-in capital, based on
management's best estimate of amounts which are probable of being received from
Corning to satisfy the remaining indemnified government claims (see Note 14).
14. COMMITMENTS AND CONTINGENCIES
Minimum rental commitments under noncancelable operating leases, primarily
real estate, in effect at December 31, 1998 are as follows:
<TABLE>
Year ending December 31
<S> <C> <C>
1999.......................................... $ 48,619
2000.......................................... 36,936
2001.......................................... 29,330
2002.......................................... 21,632
2003.......................................... 16,716
2004 and thereafter........................... 69,699
---------
Minimum lease payments........................ 222,932
Noncancelable sub-lease payments.............. (45,328)
---------
Net minimum lease payments.................... $ 177,604
=========
</TABLE>
F-20
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Operating lease rental expense for 1998, 1997 and 1996 aggregated $46.3
million, $47.9 million and $49.7 million, respectively.
The Company is substantially self-insured for all casualty losses and
maintains excess coverage primarily on a claims made basis. The basis for the
insurance reserve at December 31, 1998 and 1997 is the actuarially determined
projected losses for each program (limited by its self-insured retention) based
upon the Company's loss experience.
At December 31, 1998, the Company has provided financial guarantees
aggregating approximately $8 million, primarily in support of outstanding debt
of affiliated companies. The guarantees have terms ranging through 2004.
At present, government investigations of certain practices by Nichols
Institute, a clinical laboratory company acquired in 1994, are ongoing. During
1996, the Company entered into several settlement agreements with various
governmental and private payers. The largest of these settlements involved
Damon, an independent clinical laboratory acquired by Corning and contributed to
the Company in 1993. The settlement included base recoupments of approximately
$40 million and total criminal and civil payments in excess of base recoupments
of approximately $79 million. This settlement concluded all federal and Medicaid
civil claims relating to the billing by Damon of certain blood tests to Medicare
and Medicaid patients and all criminal matters relating to Damon being
investigated by the DOJ. Additionally, in 1996 the Company entered into a
separate settlement agreement with the DOJ totaling $6.9 million related to
billings of hematology indices provided with hematology test results.
As a result of the ongoing claims and the above mentioned settlement
agreements, management reassessed the level of reserves recorded for other
asserted and unasserted claims and recorded charges totaling $188.0 million in
1996 to establish additional reserves to provide for the settlement agreements
and management's best estimate of potential amounts which could be required to
satisfy the remaining claims. During the fourth quarter of 1996, Corning
contributed $119.1 million to the Company's capital to fund the Damon
settlement.
The Company has received notices of private claims relating to billing
issues similar to those that were the subject of prior settlements with various
governmental payers. In March 1997, a former subsidiary of Damon was served a
compliant in a purported class action. The complaint asserts claims relating to
private reimbursement of billings by Damon that are similar to those that were
part of the government settlement. While the ultimate outcome of these claims
cannot be predicted, based on information currently available to the Company,
management does not believe that exposure related to these claims or the
remaining government investigations in excess of recorded reserves is material.
In April 1998, the Company entered into a settlement agreement with the
U.S. Attorney's office in Baltimore for approximately $6.9 million related to
the billing of certain tests performed for which the Company had incomplete or
missing order forms from the physician. The occurrence of this practice was
relatively rare and was engaged in primarily to preserve the integrity of test
results from specimens subject to rapid deterioration. In August 1998, the
Company entered into a settlement agreement with the Office of Inspector General
of the Department of Health and Human Services for $15.0 million related to
overcharges for medically unnecessary testing for end stage renal dialysis
patients. The settlements do not constitute an admission with respect to any
issue arising from these actions. These settlements were covered by the
indemnification from Corning discussed below.
Corning has agreed to indemnify the Company against all monetary
settlements for any governmental claims relating to the billing practices of the
Company and its predecessors based on investigations that were pending
F-21
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
on December 31, 1996. Corning also agreed to indemnify the Company in respect of
private claims relating to indemnified or previously settled government claims
that alleged overbillings by Quest Diagnostics or any of its existing
subsidiaries for services provided before January 1, 1997. Corning will
indemnify Quest Diagnostics for 50% of the aggregate of all judgment or
settlement payments made by December 31, 2001 that exceed $42 million. The 50%
share will be limited to a total amount of $25 million and will be reduced to
take into account any deductions or tax benefits realized by Quest Diagnostics.
Coincident with the Spin-Off Distribution, the Company recorded a receivable for
indemnified claims and a contribution of capital from Corning of $22.4 million.
At December 31, 1998, the receivable from Corning totaled $16 million, which is
management's best estimate of amounts which are probable of being received from
Corning to satisfy the remaining indemnified governmental claims on an after-tax
basis.
At December 31, 1998, recorded reserves approximated $52.6 million,
including $27.5 million in other long-term liabilities. 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.
15. SUBSEQUENT EVENT
On February 9, 1999, the Company signed a definitive agreement to acquire
the clinical laboratory operations of SmithKline Beecham plc ("SmithKline") for
approximately $1.3 billion in cash and stock. Pursuant to the agreement,
SmithKline will receive approximately $1.0 billion in cash and 12.6 million
newly issued shares of Quest Diagnostics' common stock. At closing, SmithKline
will hold approximately 29.5% of the then outstanding shares of Quest
Diagnostics. The acquisition will be accounted for under the purchase method of
accounting. The transaction, which is expected to be completed early in the
second half of 1999, is subject to the satisfaction of customary conditions,
including approval by Quest Diagnostics' stockholders, regulatory review, and
receipt of financing for the cash portion of the purchase price. As part of the
transaction, SmithKline will initially receive two seats on the Quest
Diagnostics Board of Directors and has agreed to certain standstill provisions
in connection with its ownership of the Quest Diagnostics common stock. In
conjunction with this transaction, the Board of Directors of Quest Diagnostics
approved an amendment to the preferred share purchase rights of the Company's
common stock. The amendment would preclude stockholders from exercising their
rights to purchase shares of common stock as a result of this transaction, and
would grant stockholders with the right to purchase shares of common stock at a
predefined price in the event that SmithKline and its affiliates acquire shares
representing more than 29.5% of the Company's outstanding common stock.
F-22
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
16. SUMMARIZED FINANCIAL INFORMATION
The Notes described in Note 9 are guaranteed, fully, jointly and severally,
and unconditionally, on a senior subordinated basis by substantially all of the
Company's wholly-owned, domestic subsidiaries ("Subsidiary Guarantors"). The
non-guarantor subsidiaries are foreign and less than wholly-owned subsidiaries.
The following condensed consolidating financial data illustrates the
financial condition of the combined guarantors. The Company believes that
separate complete financial statements of the respective guarantors would not
provide additional material information which would be useful in assessing the
financial composition of the Subsidiary Guarantors.
Investments in subsidiaries are accounted for by the parent on 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 eliminate investments
in subsidiaries and intercompany balances and transactions. During 1998 and
1997, two subsidiaries and one subsidiary, respectively, ceased to be
wholly-owned and, as of the date the ownership interest was reduced, are
included as non-guarantor subsidiaries.
Condensed Consolidating Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
------ ---------- ------------ ------------ ------------
Assets
- ------
Current assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents ........................... $ 190,606 $ 8,206 $ 4,096 $ -- $ 202,908
Accounts receivable, net ............................ 58,956 152,252 9,653 -- 220,861
Other current assets ................................ 83,644 65,771 5,003 -- 154,418
---------- -------- --------- --------- ----------
Total current assets ............................. 333,206 226,229 18,752 -- 578,187
Property, plant and equipment, net .................. 94,042 137,352 8,995 -- 240,389
Intangible assets, net .............................. 168,781 325,665 275 -- 494,721
Intercompany (payable) receivable ................... (35,853) 48,308 (12,455) -- --
Investment in subsidiaries .......................... 412,283 -- -- (412,283) --
Other assets ........................................ 31,470 4,658 10,815 -- 46,943
---------- -------- --------- --------- ----------
Total assets ..................................... $1,003,929 $742,212 $ 26,382 $(412,283) $1,360,240
========== ======== ========= ========= ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued expenses ............... $ 171,206 $ 82,475 $ 4,340 $ -- $ 258,021
Current portion of long-term debt ................... 23,654 27,280 510 -- 51,444
---------- -------- --------- --------- ----------
Total current liabilities ........................ 194,860 109,755 4,850 -- 309,465
Long-term debt ...................................... 190,712 214,557 8,157 -- 413,426
Other liabilities ................................... 50,427 13,645 5,347 -- 69,419
Preferred stock ..................................... 1,000 -- -- -- 1,000
Common stockholders' equity ......................... 566,930 404,255 8,028 (412,283) 566,930
---------- -------- --------- --------- ----------
Total liabilities and stockholders' equity ....... $1,003,929 $742,212 $ 26,382 $(412,283) $1,360,240
========== ======== ========= ========= ==========
</TABLE>
F-23
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Condensed Consolidating Balance Sheet
December 31, 1997
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
---------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets
- ------
Current assets:
Cash and cash equivalents ............................ $ 123,052 $ 35,527 $ 3,082 $ -- $ 161,661
Accounts receivable, net ............................. 87,231 148,618 2,520 -- 238,369
Other current assets ................................. 119,751 48,865 3,238 -- 171,854
---------- -------- --------- --------- ----------
Total current assets .............................. 330,034 233,010 8,840 -- 571,884
Property, plant and equipment, net ................... 101,700 144,849 3,674 -- 250,223
Intangible assets, net ............................... 165,068 348,391 320 -- 513,779
Intercompany (payable) receivable .................... (14,134) 24,103 (9,969) -- --
Investment in subsidiaries ........................... 412,413 -- -- (412,413) --
Other assets ......................................... 40,474 9,290 15,278 -- 65,042
---------- -------- --------- --------- ----------
Total assets ...................................... $1,035,555 $759,643 $ 18,143 $(412,413) $1,400,928
========== ======== ========= ========= ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued expenses ................ $ 188,966 $ 70,542 $ 2,990 $ -- $ 262,498
Current portion of long-term debt .................... 15,688 16,640 320 -- 32,648
---------- -------- --------- --------- ----------
Total current liabilities ......................... 204,654 87,182 3,310 -- 295,146
Long-term debt ....................................... 225,145 252,480 4,536 -- 482,161
Other liabilities .................................... 64,096 15,568 2,297 -- 81,961
Preferred stock ...................................... 1,000 -- -- -- 1,000
Common stockholders' equity .......................... 540,660 404,413 8,000 (412,413) 540,660
---------- -------- --------- --------- ----------
Total liabilities and stockholders' equity ........ $1,035,555 $759,643 $ 18,143 $(412,413) $1,400,928
========== ======== ========= ========= ==========
</TABLE>
F-24
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands unless otherwise indicated)
Condensed Consolidating Statement of Operations
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues ......................................... $ 594,544 $ 828,119 $ 35,944 $ -- $ 1,458,607
Costs and expenses:
Cost of services .................................. 348,973 492,096 19,975 -- 861,044
Selling, general and administrative ............... 255,421 215,833 10,380 -- 481,634
Interest expense, net ............................. 8,608 24,190 605 -- 33,403
Amortization of intangible assets ................. 7,538 13,766 393 -- 21,697
Royalty (income) expense .......................... (73,138) 73,138 -- -- --
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Other, net ........................................ (219) 6 7,181 -- 6,968
----------- --------- ----------- ----------- -----------
Total ............................................. 547,183 819,029 38,534 -- $ 1,404,746
----------- --------- ----------- ----------- -----------
Income (loss) before taxes ........................... 47,361 9,090 (2,590) -- 53,861
Income tax expense (benefit) ......................... 18,961 9,248 (1,233) -- 26,976
Equity loss from affiliates .......................... 1,515 -- -- 1,515 --
----------- --------- ----------- ----------- -----------
Net income (loss) ................................. $ 26,885 $ (158) $ (1,357) $ 1,515 $ 26,885
=========== ========= =========== =========== ===========
</TABLE>
Condensed Consolidating Statement of Operations
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues ......................................... $ 658,383 $ 847,348 $ 22,964 $ -- $ 1,528,695
Costs and expenses:
Cost of services .................................. 386,605 529,534 11,725 -- 927,864
Selling, general and administrative ............... 283,607 208,157 10,359 -- 502,123
Interest expense, net ............................. 15,514 24,891 591 -- 40,996
Amortization of intangible assets ................. 8,402 15,375 174 -- 23,951
Provisions for restructuring and other
special charges ................................ 42,986 5,702 -- -- 48,688
Royalty (income) expense .......................... (71,073) 71,073 -- -- --
Other, net ........................................ 1,214 221 2,696 -- 4,131
----------- --------- ----------- ----------- -----------
Total ............................................. 667,255 854,953 25,545 -- 1,547,753
----------- --------- ----------- ----------- -----------
Loss before taxes .................................... (8,872) (7,605) (2,581) -- (19,058)
Income tax expense (benefit) ......................... 7,006 (3,857) 53 -- 3,202
Equity loss from affiliates .......................... 6,382 -- -- (6,382) --
----------- --------- ----------- ----------- -----------
Net loss .......................................... $ (22,260) $ (3,748) $ (2,634) $ 6,382 $ (22,260)
=========== ========= =========== =========== ===========
</TABLE>
F-25
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands unless otherwise indicated)
Condensed Consolidating Statement of Operations
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues ......................................... $ 685,671 $ 892,805 $ 37,820 $ -- $ 1,616,296
Costs and expenses:
Cost of services .................................. 418,435 566,126 26,314 -- 1,010,875
Selling, general and administrative ............... 260,307 220,951 14,065 -- 495,323
Interest expense, net ............................. 27,766 46,295 857 -- 74,918
Amortization of intangible assets ................. 15,573 25,373 679 -- 41,625
Provisions for restructuring and other
special charges ................................ 363,152 294,146 11,246 -- 668,544
Royalty (income) expense .......................... (70,043) 70,043 -- -- --
Other, net ........................................ 309 (46) 950 -- 1,213
----------- --------- ----------- ----------- -----------
Total ............................................. 1,015,499 1,222,888 54,111 -- 2,292,498
----------- --------- ----------- ----------- -----------
Loss before taxes .................................... (329,828) (330,083) (16,291) -- (676,202)
Income tax expense (benefit) ......................... (42,993) (7,302) 53 -- (50,242)
Equity loss from affiliates .......................... 339,125 -- -- (339,125) --
----------- --------- ----------- ----------- -----------
Net loss .......................................... $ (625,960) $(322,781) $ (16,344) $ 339,125 $ (625,960)
=========== ========= =========== =========== ===========
</TABLE>
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net income (loss) .................................... $ 26,885 $ (158) $ (1,357) $ 1,515 $ 26,885
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization ..................... 31,749 35,339 1,757 -- 68,845
Provision for doubtful accounts ................... 48,246 39,935 1,247 -- 89,428
Other, net ........................................ 29,691 (7,390) 2,536 (1,515) 23,322
Changes in operating assets and liabilities ....... (9,672) (50,640) (6,786) -- (67,098)
----------- --------- ----------- ----------- -----------
Net cash provided by (used in) operating activities... 126,899 17,086 (2,603) -- 141,382
Net cash used in investing activities ................ (20,194) (17,124) (2,402) -- (39,720)
Net cash provided by (used in) financing activities .. (39,151) (27,283) 6,019 -- (60,415)
----------- --------- ----------- ----------- -----------
Net change in cash and cash equivalents .............. 67,554 (27,321) 1,014 -- 41,247
Cash and cash equivalents, beginning of year ......... 123,052 35,527 3,082 -- 161,661
----------- --------- ----------- ----------- -----------
Cash and cash equivalents, end of year ............... $ 190,606 $ 8,206 $ 4,096 $ -- $ 202,908
=========== ========= =========== =========== ===========
</TABLE>
F-26
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands unless otherwise indicated)
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net loss ............................................. $ (22,260) $ (3,748) $ (2,634) $ 6,382 $ (22,260)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation and amortization ..................... 33,313 41,953 1,131 -- 76,397
Provision for doubtful accounts ................... 69,368 48,211 644 -- 118,223
Provisions for restructuring and other
special charges ................................. 42,986 5,702 -- -- 48,688
Other, net ........................................ 3,264 (2,927) 4,690 -- 5,027
Changes in operating assets and liabilities .......... (14,848) (33,372) (2,292) 704 (49,808)
----------- --------- ----------- ----------- -----------
Net cash provided by operating activities ............ 111,823 55,819 1,539 7,086 176,267
Net cash used in investing activities ................ (3,486) (24,422) (107) (7,086) (35,101)
Net cash used in financing activities ................ (12,260) (8,752) (453) -- (21,465)
----------- --------- ----------- ----------- -----------
Net change in cash and cash equivalents .............. 96,077 22,645 979 -- 119,701
Cash and cash equivalents, beginning of year ......... 26,975 12,882 2,103 -- 41,960
----------- --------- ----------- ----------- -----------
Cash and cash equivalents, end of year ............... $ 123,052 $ 35,527 $ 3,082 $ -- $ 161,661
=========== ========= =========== =========== ===========
</TABLE>
Condensed Consolidating Statement of Cash Flows
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Subsidiary Non-Guarantor
Parent Guarantors Subsidiaries Eliminations Consolidated
----------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net loss ............................................. $ (625,960) $(322,781) $ (16,344) $ 339,125 $ (625,960)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization ..................... 42,312 55,128 1,658 -- 99,098
Provision for doubtful accounts ................... 61,032 49,615 591 -- 111,238
Provisions for restructuring and other
special charges ................................. 363,152 294,146 11,246 -- 668,544
Other, net ........................................ (14,864) 11,836 (886) -- (3,914)
Changes in operating assets and liabilities .......... 113,155 (49,053) 1,883 (403,477) (337,492)
----------- --------- ----------- ----------- -----------
Net cash provided by (used in) operating activities... (61,173) 38,891 (1,852) (64,352) (88,486)
Net cash used in investing activities ................ (83,939) (43,468) (619) 64,352 (63,674)
Net cash provided by financing activities ............ 149,012 5,750 2,912 -- 157,674
----------- --------- ----------- ----------- -----------
Net change in cash and cash equivalents .............. 3,900 1,173 441 -- 5,514
Cash and cash equivalents, beginning of year ......... 23,075 11,709 1,662 -- 36,446
----------- --------- ----------- ----------- -----------
Cash and cash equivalents, end of year ............... $ 26,975 $ 12,882 $ 2,103 $ -- $ 41,960
=========== ========= =========== =========== ===========
</TABLE>
F-27
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
(in thousands, except per share data)
Quarterly Operating Results (unaudited)
<TABLE>
<CAPTION>
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
-------- -------- -------- --------- -----------
1998
- ----
<S> <C> <C> <C> <C> <C>
Net revenues ................................... $367,875 $366,739 $360,713 $363,280 $1,458,607
Gross profit ................................... 149,835 148,933 149,849 148,946 597,563
Income before taxes ............................ 13,670 18,259 12,043 9,889 53,861
Net income ..................................... 6,631 8,854 6,061 5,339 26,885
Basic net income
per common share ............................ $ 0.22 $ 0.30 $ 0.20 $ 0.18 $ 0.90
Diluted net income
per common share ............................ $ 0.22 $ 0.29 $ 0.20 $ 0.18 $ 0.89
1997
- ----
Net revenues ................................... $388,103 $401,523 $373,633 $365,436 $1,528,695
Gross profit ................................... 148,789 161,930 144,469 145,643 600,831
Income (loss) before taxes ..................... 8,417 16,444 6,266 (50,185)(a) (19,058)
Net income (loss) .............................. 4,047 8,088 2,993 (37,388) (22,260)
Basic and diluted net income (loss)
per common share ............................ $ 0.14 $ 0.28 $ 0.10 $ (1.29) $ (0.77)
</TABLE>
(a) Includes impact of charges totaling $48.7 million discussed in Note 5. In
addition to these charges, the Company recorded $6.8 million in selling,
general and administrative expenses, primarily for additional provisions
for doubtful accounts, to recognize the reduced recoverability of certain
receivables from accounts which will no longer be served as a result of
the Company's consolidation of its laboratory network.
F-28
<PAGE>
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
SCHEDULE II - VALUATION ACCOUNTS AND RESERVES
(in thousands)
<TABLE>
<CAPTION>
Balance at Net Deductions Balance at
1-1-98 Additions and Other 12-31-98
------ --------- --------- --------
<S> <C> <C> <C> <C>
Year ended December 31, 1998
Doubtful accounts and allowances............. $ 89,870 $ 89,428 $108,597 $ 70,701
Balance at Net Deductions Balance at
1-1-97 Additions and Other 12-31-97
------ --------- --------- --------
Year ended December 31, 1997
Doubtful accounts and allowances............. 115,018 118,223 143,371 89,870
Balance at Net Deductions Balance at
1-1-96 Additions and Other 12-31-96
------ --------- --------- --------
Year ended December 31, 1996
Doubtful accounts and allowances............. 147,947 111,238 144,167 115,018
</TABLE>
F-29
Exhibit 3.2
QUEST DIAGNOSTICS INCORPORATED
A Delaware corporation (formerly known as Corning Clinical Laboratories Inc.,
MetPath Inc. and Corning Lab Services Inc.)
AMENDED AND RESTATED BY-LAWS
Effective December 31, 1996
<PAGE>
QUEST DIAGNOSTICS INCORPORATED
A Delaware corporation
AMENDED AND RESTATED BY-LAWS
TABLE OF CONTENTS
ARTICLE I
STOCKHOLDERS
Page
----
Section 1.01 Annual Meetings.......................................... 1
Section 1.02 Special Meetings......................................... 1
Section 1.03 Notice of Meetings....................................... 1
Section 1.04 Business Transacted at Special
Meetings of Stockholders................................. 1
Section 1.05 Quorum................................................... 1
Section 1.06 Nominations and Stockholder
Business................................................. 2
ARTICLE II
BOARD OF DIRECTORS
Section 2.01 General Powers........................................... 4
Section 2.02 Number and Term of Office................................ 4
Section 2.03 Annual and Regular Meetings.............................. 4
Section 2.04 Special Meetings; Notice................................. 4
Section 2.05 Telephonic Meetings...................................... 5
Section 2.06 Quorum and Vote.......................................... 5
Section 2.07 Action Without a Meeting................................. 5
Section 2.08 Manner of Acting......................................... 5
Section 2.09 Resignations............................................. 5
Section 2.10 Reliance on Accounts and
Reports, etc............................................. 5
Section 2.11 Committees............................................... 5
ARTICLE III
OFFICERS
Section 3.01 Number and Designation................................... 6
Section 3.02 Additional Officers...................................... 6
(i)
<PAGE>
Page
----
Section 3.03 Election................................................. 6
Section 3.04 Removal and Vacancies.................................... 6
Section 3.05 Duties of the Chairman of
the Board of Directors................................... 6
Section 3.06 Duties of the President.................................. 6
Section 3.07 Duties of the Vice President ............................ 7
Section 3.08 Duties of the Secretary.................................. 7
Section 3.09 Duties of the Treasurer.................................. 7
Section 3.10 Duties of the Controller................................. 7
Section 3.11 Duties of the Assistant Secretary........................ 7
Section 3.12 Duties of the Assistant Controller....................... 8
Section 3.13 Duties of the Assistant Treasurer........................ 8
ARTICLE IV
EXECN OF INSTRUMENTS; DEPOSITS; FINANCES
Section 4.01 General.................................................. 8
Section 4.02 Corporate Indebtedness................................... 8
Section 4.03 Checks, Drafts, etc...................................... 8
Section 4.04 Deposits................................................. 9
Section 4.05 Dividends................................................ 9
Section 4.06 Fiscal Year.............................................. 9
ARTICLE V
CAPITAL STOCK
Section 5.01 Certificates of Stock.................................... 9
ARTICLE VI
SEAL; OFFICES
Section 6.01 Seal..................................................... 9
Section 6.02 Offices................................................. 10
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification......................................... 10
ARTICLE VIII
AMENDMENTS
Section 8.01 Amendments.............................................. 12
(ii)
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF
QUEST DIAGNOSTICS INCORPORATED
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as properly may come before such meeting shall be held at such place
either within or outside the State of Delaware, at such time and date as shall
be fixed from time to time by resolution of the Board of Directors and as set
forth in the notice of the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders may be
called at any time by the Chairman of the Board of Directors, if any, or by the
President (or, in the absence or disability of the Chairman of the Board and the
President, by any Vice President), or by the Board of Directors. Such special
meetings of the stockholders shall be held at such places, within or outside the
State of Delaware, as shall be specified in the respective notices or waivers of
notice thereof.
Section 1.03. Notice of Meetings. The Secretary or any Assistant Secretary shall
cause written notice of the date, time and place of each meeting of the
stockholders to be given, at least ten but not more than fifty days prior to the
meeting, to each stockholder of record entitled to vote. Such notice shall be
given either personally or by mail or other means of written communication,
addressed to each stockholder at the address of such stockholder appearing on
the books of the Corporation at the time such notice is dispatched. Such further
notice shall be given as may be required by law. Notice of any meeting of
stockholders need not be given to any stockholder who shall sign a waiver of
such notice in writing, whether before or after the time of such meeting. Notice
of any adjourned meeting of the stockholders of the Corporation need not be
given.
Section 1.04. Business Transacted at Special Meetings of Stockholders.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice thereof.
Section 1.05 Quorum. Except as at the time otherwise required by statute or by
the Certificate of Incorporation, the presence at any stockholders meeting, in
person or by proxy, of the holders of record of shares of stock (of any class)
entitled to vote at the meeting, aggregating a majority of the total number of
shares of stock of all classes then issued and outstanding and entitled to vote
at the meeting, shall be necessary and sufficient to constitute a quorum for the
transaction of business.
<PAGE>
2
Section 1.06. Nominations and Stockholder Business.
(a) Annual Meeting of Stockholders.
(1) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of notice provided for in this Section 1.06, who
is entitled to vote at the meeting and who complied with the notice procedures
set forth in this Section 1.06.
(2) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 1.06, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (B) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.
(3) Notwithstanding, anything in the second sentence of paragraph (a)(2) of this
Section 1.06 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is
no public announcement naming all of the nominees for Director or specifying the
size of the increased Board of Directors made by the Corporation at least 70
days prior to the first anniversary of the preceding
<PAGE>
3
year's annual meeting, a stockholder's notice required by this Section 1.06
shall also be considered timely, but only with respect to nominees for any new
position created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is a stockholder of record at the time
of giving of notice provided for in this Section 1.06, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section 1.06. Nominations by stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by paragraph (a)(2) of this Section 1.06 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the 90th day prior to such special meeting, and not later than
the close of business on the later of the 60th day prior to such special meeting
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(c) General.
(1) Only such persons who are nominated in accordance with the procedures set
forth in this Section 1.06 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 1.06. The Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting, was made in accordance with the procedures set forth in this Section
1.06 and, if any proposed nomination or business is not in compliance with this
Section 1.06, to declare that such defective proposal shall be disregarded.
(2) For purposes of this Section 1.06, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 1.06, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section 1.06. Nothing in this Section 1.06 shall be deemed to affect any rights
of stockholders to request
<PAGE>
4
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01 General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all the powers of the Corporation, whether derived from law or the
Certificate of Incorporation, except such powers as are, by statute, by the
Certificate of Incorporation or by these By-Laws, vested solely in the
stockholders of the Corporation. No Director need be a stockholder of the
Corporation.
Section 2.02 Number and Term of Office. The Board of Directors shall consist of
such number (but in no event less than three nor more than twelve) of Directors
as may be determined from time to time by resolution adopted by affirmative vote
of a majority of the whole Board of Directors. Each Director (whenever elected)
shall hold office until his or her successor shall have been elected and shall
have qualified, or until his or her death, or until he or she shall have
resigned in the manner provided in Section 2.09 hereof or shall have been
removed in accordance with the Certificate of Incorporation.
Section 2.03 Annual and Regular Meetings. The annual meeting of the Board of
Directors, for the choosing of officers and for the transaction of such other
business as may come before the meeting, shall be held in each year as soon as
possible after the annual meeting of the stockholders at the place of such
annual meeting of the stockholders, and notice of such annual meeting of the
Board of Directors shall not be required to be given. The Board of Directors
from time to time may provide by resolution for the holding of regular meetings
and fix the time and place (which may be within or outside the State of
Delaware) thereof. Notice of such regular meetings need not be given; provided,
however, that in case the Board of Directors shall fix or change the time or
place of regular meetings, notice of such action shall be given personally or by
mail, facsimile or similar means of communication promptly to each Director who
shall not have been present at the meeting at which such action was taken.
Section 2.04 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, if any, or
by the President (or, in the absence or disability of the Chairman of the Board
and the President, by any Vice President), or by any two Directors, at such time
and place (which may be within or outside of the State of Delaware) as may be
specified in the respective notices or waivers of notice thereof. Special
meetings of the Board of Directors may be called on two days' notice to each
Director, personally or by telephone or facsimile or on four days' notice by
mail. Notice of any special meeting need not be given to any Director who shall
be present at such meeting, or to any Director who shall waive notice of such
meeting in
<PAGE>
5
writing, whether before or after the time of such meeting, and any business may
be transacted thereat. No notice need be given of any adjourned meeting.
Section 2.05 Telephonic Meetings. Directors may participate in a meeting of the
Board of Directors, or a meeting of any committee designated by the Board, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this By-Law shall constitute presence in
person at such meeting.
Section 2.06 Quorum and Vote. At all meetings of the Board of Directors, the
presence of a majority of the total authorized number of Directors under Section
2.02 hereof shall be necessary and sufficient to constitute a quorum for the
transaction of business. Except when otherwise required by statute, the vote of
a majority of the total number of Directors present and acting at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the Directors present may adjourn the meeting
from time to time, until a quorum shall be present.
Section 2.07 Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or any meeting of a Committee of
the Board of Directors may be taken without a meeting, if written consents
thereto are signed by all members of the Board or Committee and such written
consents are filed with the minutes of proceedings of the Board.
Section 2.08 Manner of Acting. The Directors shall act only as a Board, and the
individual Directors shall have no power as such, except as permitted by
statute.
Section 2.09 Resignations. Any Director may resign at any time by delivering
a written resignation to the Chairman of the Board, if any, the President, a
Vice President, the Secretary or any Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 2.10 Reliance on Accounts and Reports, etc. A Director, or a member of
any committee designated by the Board of Directors, in the performance of his or
her duties, shall be fully protected in relying in good faith on the records of
the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors or by any other person as to matters the Director or
member reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.
Section 2.11 Committees. The Board may establish such committees having such
responsibilities and composition as it shall from time to time by resolution
determine.
<PAGE>
6
ARTICLE III
OFFICERS
Section 3.01 Number and Designation. The officers of the Corporation shall be
chosen by the Board of Directors and may include a Chairman of the Board, a
President, a Vice President, a Secretary, a Controller and a Treasurer who shall
hold office until their successors are chosen and qualify or their earlier
resignation or removal. The Board of Directors may also choose additional Vice
Presidents, and one or more Assistant Secretaries, Assistant Controllers and
Assistant Treasurers. Any one or more of such Vice Presidents may be designated
as Executive or Senior Vice President. Any number of offices may be held by the
same person, except that no person shall simultaneously hold the offices of
Chairman or President and Secretary, Treasurer or Controller. The Chairman shall
be a member of the Board of Directors. The Board may also designate any Vice
Presidents as Chief Financial Officer and as General Counsel.
Section 3.02 Additional Officers. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors. The Board of Directors
may also delegate its Chairman or the President to appoint and remove such
additional officers as the Chairman or the President, as the case may be, shall
designate in writing, with such limited authority as shall be set forth in
writing, and such appointments shall be reported to the Board of Directors.
Section 3.03 Election. The Board of Directors at its first meeting or such
subsequent meetings as shall be held prior to its first annual meeting, and
thereafter annually at its annual meeting, shall choose the officers of the
Corporation. If any officers are not chosen at an annual meeting, such officers
may be chosen at any subsequent regular or special meeting.
Section 3.04 Removal and Vacancies. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors, either with or without cause. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors.
Section 3.05 Duties of the Chairman of the Board of Directors. The Chairman of
the Board of Directors, if present, shall preside at all stockholders' meetings
and all meetings of the Board at which he is present and shall have such other
duties as shall be assigned to him or her by the Board of Directors. The
Chairman may be the Chief Executive Officer of the Corporation.
Section 3.06 Duties of the President. The President shall have direct charge of
the business of the Corporation, subject to the general control of the Board of
Directors, and may be the Chief Executive Officer and/or the Chief Operating
Officer of the
<PAGE>
7
Corporation. In the absence of the Chairman of the Board or if no Chairman of
the Board has been chosen, the President shall also have the duties of the
Chairman of the Board.
Section 3.07 Duties of the Vice President. In the event of the absence or
disability of the Chairman of the Board and the President, the Executive or
Senior Vice President, if any, or if absent, any Vice President designated by
the Board of Directors, shall perform all the duties of the President, and when
so acting, shall have all the powers of, and be subject to all the restrictions
upon, the President. Except where by law the signature of the President is
required, each of the Vice Presidents shall possess the same power as the
President to sign all certificates, contracts, obligations and other instruments
of the Corporation. Any Vice President shall perform such other duties and may
exercise such other powers as from time to time may be assigned to him or her by
these By-Laws or by the Board of Directors or the President. An Executive Vice
President may be the Chief Operating Officer of the Corporation.
Section 3.08 Duties of the Secretary. The Secretary shall, if present, act as
Secretary of, and keep the minutes of, all the proceedings of the meetings of
the stockholders and of the Board of Directors and of any committee of the Board
of Directors in one or more books to be kept for that purpose; shall perform
such other duties as shall be assigned to him or her by the President or the
Board of Directors; and, in general, shall perform all duties incident to the
office of Secretary.
Section 3.09 Duties of the Treasurer. The Treasurer shall keep or cause to be
kept full and accurate records of all receipts and disbursements in the books of
the Corporation and shall have the care and custody of all funds and securities
of the Corporation. He or she shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, shall render to the President and the
Board of Directors, whenever they request it, an account of all of his or her
transactions as Treasurer and shall perform such other duties as may be assigned
to him or her by the President or the Board of Directors; and, in general, shall
perform all duties incident to the office of Treasurer.
Section 3.10 Duties of the Controller. The Controller shall be the chief
accounting officer of the Corporation. The Controller shall keep or cause to be
kept all books of account and accounting records of the Corporation and shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the Corporation. The
Controller shall prepare or cause to be prepared appropriate financial
statements for the Corporation and shall perform such other duties as may be
assigned to him or her by the President or the Board of Directors; and, in
general, shall perform all duties incident to the office of Controller.
Section 3.11 Duties of the Assistant Secretary. The Assistant Secretary, if any,
shall, in the absence or disability of the Secretary, exercise the powers and
perform the duties of the Secretary, and shall perform such other duties as
shall be assigned to him or her by the President or the Board of Directors.
<PAGE>
8
Section 3.12 Duties of the Assistant Controller. The Assistant Controller, if
any, shall, in the absence or disability of the Controller, exercise the powers
and perform the duties of the Controller, and shall perform such other duties as
shall be assigned to him or her by the President or the Board of Directors.
Section 3.13 Duties of the Assistant Treasurer. The Assistant Treasurer, if any,
shall, in the absence or disability of the Treasurer, exercise the powers and
perform the duties of the Treasurer, and shall perform such other duties as
shall be assigned to him or her by the President or the Board of Directors.
ARTICLE IV
EXECUTION OF INSTRUMENTS; DEPOSITS; FINANCES
Section 4.01 General. Subject to the provisions of Sections 4.02, 4.03 and 4.04
hereof, all deeds, documents, transfers, contracts, and agreements and other
instruments requiring execution by the Corporation shall be signed by the
Chairman of the Board, the President, a Vice President or the Treasurer, or as
the Board of Directors may otherwise from time to time authorize by resolution.
Any such authorization may be general or confined to specific instances.
Section 4.02 Corporate Indebtedness. No loan shall be contracted on behalf of
the Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by the Board of Directors. Such authorizations of the Board
may be general or confined to specific instances. Loans authorized by the Board
of Directors may be effected at any time for the Corporation from any bank,
trust company or other institution, or from any firm, corporation or individual.
All bonds, debentures, notes and other obligations or evidences of indebtedness
of the Corporation issued for such loans as the Board shall authorize shall be
made, executed and delivered as the Board of Directors shall authorize. All
notes and other obligations or evidences of indebtedness permitted hereunder
without authorization of the Board of Directors shall be signed by the
President, a Vice President or the Treasurer. When so authorized by the Board of
Directors, any part of or all the properties, including contract rights, assets,
business or goodwill of the Corporation, whether then owned or thereafter
acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in
trust as security for the payment of such bonds, debentures, notes and other
obligations or evidences of indebtedness to the Corporation, and of the interest
thereon, by instruments executed and delivered in the name of the Corporation.
Section 4.03 Checks, Drafts, etc. All checks, drafts, bills of exchange or
orders for the payment of money, issued in the name of the Corporation, shall be
signed only by the Treasurer or such other person or persons and in such manner
as may from time to time be designated by the Board of Directors, which
designation may be general or confined to
<PAGE>
9
specific instances; and unless so designated, no person shall have any power or
authority thereby to bind the Corporation or to pledge its credit or to render
it liable.
Section 4.04 Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select. The
Board of Directors may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these By-Laws, as it
may deem expedient. For the purpose of deposit and for the purpose of collection
for the account of the Corporation, checks, drafts and other orders for the
payment of money which are payable to the order of the Corporation shall be
endorsed, assigned and delivered by the Treasurer or such other person or
persons and in such manner as may from time to time be designated by the Board
of Directors.
Section 4.05 Dividends. Dividends upon the stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law. Such
declaration may be continuing or limited to a specific payment or distribution.
Dividends may be paid in cash, in property, or in shares of stock, subject to
the provisions of the Certificate of Incorporation.
Section 4.06 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year, unless otherwise fixed by resolution of the Board of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.01 Certificates of Stock. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or by the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation.
ARTICLE VI
SEAL; OFFICES
Section 6.01 Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its incorporation and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
<PAGE>
10
Section 6.02 Offices. The Corporation may have offices at such other places both
within or outside the State of Delaware as the Board of Directors may from time
to time determine or as the business of the Corporation may require.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. (a) No director of the Corporation shall have any
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.
(b) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action either in an official
capacity as a director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expenses,
liability and loss (including attorneys' fees, judgments, fines, excise taxes
pursuant to the Employee Retirement Income Security Act of 1974, as amended, or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to be indemnified conferred in
this Section 7.01 shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, the payment of
such expenses incurred by the director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is to
be rendered by such person while a director or
<PAGE>
11
officer, including, without limitation, service to an employee benefit plan), in
advance of the final disposition of proceeding, shall be made only upon delivery
to the Corporation of an undertaking, by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Article or otherwise. The Corporation may, by action of its Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
(c) The indemnification provided by this Section 7.01 shall not limit
or exclude any rights, indemnities or limitations of liability to which any
person may be entitled, whether as a matter of law, under the Certificate of
Incorporation of the Corporation, by agreement, vote of the stockholders or
disinterested directors of the Corporation or otherwise.
(d) If a claim under paragraph (b) of this Section 7.01 is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard or conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the Corporation
(including its Board, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall create a
presumption that the claimant has not met the applicable standard of conduct.
(e) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.
<PAGE>
12
ARTICLE VIII
AMENDMENTS
Section 8.01 Amendments. These By-Laws may only be altered or repealed and new
By-Laws adopted by resolution of the Board of Directors.
Exhibit 10.10
QUEST DIAGNOSTICS INCORPORATED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Section 1. Purpose. The purpose of the Quest Diagnostics Incorporated Stock
Option Plan for Non-Employee Directors is to secure for the Company and its
stockholders the benefits of the incentive inherent in increased common stock
ownership by the members of the Board of Directors who are not employees of the
Company or any of its subsidiaries.
Section 2. Definitions. When used herein, the following terms shall have the
following meanings:
"Administrator" means the Board, or a committee of the Board, duly
appointed to administer the Plan.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means ($.01 par value) common stock of the Corporation.
"Corporation" means Quest Diagnostics Incorporated, a Delaware
corporation.
"Effective Date" shall mean January 13, 1998.
"Exercise Price" means the price per share specified in the Option
agreement at which the Participant may purchase Common Stock through the
exercise of his/her Option, as the same may be adjusted in accordance with
Section 7(h).
"Fair Market Value" means, as of any date, the mean of the high and low
sales price of a share of Common Stock on The New York Stock Exchange Composite
list on such date (or if no sale took place on such exchange on such date, the
mean between the high and the low on such exchange on the most recent preceding
date on which a sale took place).
"Option" means a right granted under the Plan to a Participant to purchase
shares of Common Stock as a Nonqualified Stock Option which is not intended to
qualify as an Incentive Stock Option under Section 422 of the Code.
"Option Period" means the period within which the Option may be exercised
pursuant to the Plan.
"Participant" means a member of the Board of Directors of Quest
Diagnostics Incorporated who is not an employee of Quest Diagnostics
Incorporated or any subsidiary thereof.
"Plan" means the Quest Diagnostics Incorporated Stock Option Plan for
Non-Employee Directors.
Section 3. Administration. The Plan shall be administered by the Administrator
who shall establish from time to time regulations for the administration of the
Plan, interpret the Plan, delegate in writing administrative matters to
committees of the Board or to other persons, and make such other determinations
and take such other action as it deems necessary or advisable for the
administration of the Plan.
All decisions, actions and interpretations of the Administrator shall be
final, conclusive and binding upon all parties.
Section 4. Participation. All Non-Employee Directors who become members of the
Board shall automatically be participants in the Plan.
Section 5. Shares Subject to the Plan. (a) Participants shall receive under the
Plan grants of Options to purchase not more than an aggregate of 500,000 shares
of Common Stock and 500,000 shares shall be reserved for Options granted under
the Plan (subject to adjustment as provided in Section 7(h)). The shares issued
upon the exercise of Options granted under the Plan may be authorized and
unissued shares or shares held in the treasury of the Corporation including
shares purchased on the open market by the Corporation (at such time or times
and in such manner as it may determine). The Corporation shall be under no
obligation to acquire Common Stock for distribution to Participants before
payment in shares of Common Stock is due. If any Option granted under the Plan
shall be canceled or expire, new options may thereafter be granted covering
such shares.
Section 6. Grants of Options.
(a) On the Effective Date and on the date of the Annual Meeting of
Shareholders of each year commencing on January 1, 1999, each Participant shall
be granted an Option to acquire 9,000 shares of Common Stock. In the event that
a Participant is elected as a director of the Company other than on the date of
the Annual Meeting of Shareholders, the Board may grant to such director, on
his/her election, an option to acquire a number of shares (not to exceed 9,000)
that is proportional to the fraction of a year remaining until the next Annual
Meeting of Shareholders.
(b) Each Participant may elect to receive an Option in lieu of the cash
compensation payable to such director in any year. The number of shares of
Common Stock underlying the Option available to such director shall be computed
using the same Black-Scholes methodology as is used for the Quest Diagnostics
Employees Equity Participation Program (or any successor plan) so as to achieve
a value equal to the cash compensation that would otherwise have been paid. Any
such election shall be irrevocable and shall be made by December 31, effective
for the fees payable during the following year and with an Option
18
<PAGE>
being granted on each day on which the fees would otherwise have been payable
(generally expected to be the first day of each calendar quarter). However, for
1998 such election may be made by March 31, 1998 for fees payable on or after
April 1, 1998.
Section 7. Terms and Conditions of Options. Each Option granted under the Plan
shall be evidenced by a written agreement, in form approved by the
Administrator and executed by the Chairman of the Board, President or Senior
Vice President of the Corporation, which shall be subject to the following
express terms and conditions and to such other terms and conditions as the
Administrator may deem appropriate.
(a) Option Period. Each Option agreement shall specify that the Option
granted thereunder is granted for a period of ten (10) years from the date of
grant and shall provide that the Option shall expire on such ten year
anniversary.
(b) Exercise Price. The Exercise Price per share shall be the Fair Market
Value at the time the Option is granted.
(c) Exercise of Option. Subject to Section 7(e), Options granted under
Section 6(a) hereof shall become exercisable in three equal annual installments
beginning on the first anniversary of the date of grant. Options granted under
Section 6(b) vest and become exercisable immediately on the date of grant.
(d) Payment of Exercise Price Upon Exercise. The Exercise Price of the
shares as to which an Option shall be exercised shall be paid to the Corporation
at the time of exercise in cash. The Administrator may authorize in its sole
discretion, the payment of the Option Price by (i) delivering Common Stock of
the Corporation already owned by the Participant and having a total Fair Market
Value on the date of such delivery equal to the Option Price, (ii) delivering a
combination of cash and Common Stock of the Corporation having a total Fair
Market Value on the date of such delivery equal to the Exercise Price, or (iii)
by delivery of a notice of cancellation of vested Options held by the
participant having a spread equal to the Exercise Price of the number of shares
being exercised, including any taxes required to be withheld by the corporation
in connection with such exercise. For purposes of the preceding sentence
"spread" shall mean the difference between the Fair Market Value of the Common
Stock on the date of exercise and the Exercise Price multiplied by the number of
shares covered by the vested Options being canceled.
(e) Termination of Service on the Board. In the event service on the Board
of a Participant terminates for any reason, all Options previously granted to
such Participant under the Plan may be exercised by the Participant (or, if the
Participant is deceased, by his/her representative) at any time, from time to
time, through the tenth anniversary of the date of grant on the terms set forth
herein. Notwithstanding the foregoing, any options granted on the Effective
Date shall be forfeited in the event that the Participant ceases to be a member
of the Board of Directors on the date of the 1998 Annual Meeting.
(f) Transferability of Options. No Option granted under the Plan and no
right arising under such Option shall be transferable other than by will or by
the laws of descent and distribution. During the lifetime of the optionee, an
Option shall be exercisable only by him/her.
(g) Investment Representation. Each Option agreement may contain an
undertaking that, upon demand by the administrator for such a representation,
the optionee (or any person acting under Section 7(e)) shall deliver to the
Administrator at the time of any exercise of an Option a written representation
that the shares to be acquired upon such exercise are to be acquired for
investment and not for resale or with a view to the distribution thereof. Upon
such demand, delivery of such representation prior to the delivery of any shares
issued upon exercise of an Option shall be a condition precedent to the right of
the optionee or such other person to purchase any shares.
(h) Adjustments in Event of Change in Common Stock. In the event of any
change in the Common Stock by reason of any stock dividend recapitalization,
reorganization, merger, consolidation, split-up, combination or exchange of
shares, or of any similar change affecting the Common Stock, the number and kind
of shares which thereafter be optioned and sold under the Plan and the number
and kind of shares subject to Option in outstanding Option agreements and the
Exercise Price per share thereof shall be appropriately adjusted consistent with
such change in such manner as the administrator may deem equitable to prevent
substantial dilution or enlargement of the right granted to, or available for,
Participants in the Plan.
(i) Participants to Have No Rights as Stockholders. No Participant shall
have any rights as a stockholder with respect to any shares subject to his or
her Option prior to the date on which he or she is recorded as the holder of
such shares on the records of the Corporation.
(j) Other Option Provisions. The form of Option agreement authorized by the
Plan may contain such other provisions as the Board may, from time to time,
determine.
Section 8. Listing and Qualification of Shares. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Corporation, in its
discretion, may postpone the issuance or delivery of shares upon any exercise
of an Option until completion of any stock
19
<PAGE>
exchange listing, or other qualification of such shares under any state or
federal law, rule or regulation as the Corporation may consider appropriate,
and may require any Participant, beneficiary or legal representative to make
such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares in
compliance with applicable laws, rules and regulations.
Section 9. Taxes. The Corporation may make such provisions and take such steps
as it may deem necessary or appropriate for the withholding of all federal,
state, local and other taxes required by law to be withheld with respect to
Options under the Plan including, but not limited to (a) reducing the number of
shares of Common Stock otherwise deliverable, based upon their Fair Market
Value on the date of exercise, to permit deduction of the amount of any such
withholding taxes from the amount otherwise payable under the Plan, (b)
deducting the amount of any such withholding taxes from any other amount then
or thereafter payable to a Participant, or (c) requiring a participant,
beneficiary or legal representative to pay in cash to the Corporation the
amount required to be withheld or to execute such documents as the Corporation
deems necessary or desirable to enable it to satisfy its withholding
obligations as a condition of releasing the Common Stock.
Section 10. No Liability of Board Members. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his/her capacity as a member of the Board or
the Administrator nor for any mistake of judgment made in good faith, and the
Corporation shall indemnify and hold harmless to the fullest extent permitted
by the Corporation's Restated Certificate of Incorporation and By-Laws and
Delaware General Corporation Law, each employee, officer or director of the
Corporation to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with the Plan.
Section 11. Amendment or Termination. The Board may, with prospective or
retroactive effect, amend, suspend or terminate the Plan or any portion thereof
at any time; provided, however, that no amendment, suspension or termination of
the Plan shall deprive any Participant of any right with respect to any Option
granted under the Plan without his written consent; and provided, further, that
unless duly approved by the holders of stock entitled to vote thereon at a
meeting (which may be the annual meeting) duly called and held for such
purpose, except as provided in paragraph 7(h), no amendment or change shall be
made in the Plan (i) increasing the total number of shares which may be issued
or transferred under the Plan; (ii) changing the exercise price specified for
the shares subject to Options; (iii) changing the maximum period during which
Options may be exercised; (iv) extending the period during which Options may be
granted under the Plan; or (v) expanding the class of individuals eligible to
receive Options under the Plan.
Section 12. Captions. The captions preceding the sections of the Plan have been
inserted solely as a matter of convenience and shall not in any manner define
or limit the scope or intent of any provisions of the Plan.
Section 13. Governing Law. The Plan and all rights thereunder shall be governed
by and construed in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed entirely within such State.
Section 14. Effective Date and Duration of Plan. The Plan shall, subject to
approval of the stockholders of the Company at the 1998 Annual Meeting, become
effective as of the Effective Date. This Plan shall terminate at the close of
business on the last day of January 2008, and no Option may be granted under
the Plan after such date, but such termination shall not affect any Option
previously granted.
20
Exhibit 10.12
QUEST DIAGNOSTICS
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
(Effective January 1, 1999)
<PAGE>
11/2/98
PREAMBLE
This Quest Diagnostics Supplemental Deferred Compensation Plan is
adopted by Quest Diagnostics Incorporated for the benefit of certain of
its Employees, effective as of January 1, 1999. The purpose of the Plan
is to provide supplemental retirement income and to permit eligible
Employees the option to defer receipt of Compensation, pursuant to the
terms of the Plan. The Plan is intended to be an unfunded deferred
compensation plan maintained for the benefit of a select group of
management or highly compensated employees under sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.
<PAGE>
TABLE of CONTENTS
ARTICLE 1.............................................................1
DEFINITIONS
1.1- Definitions......................................................1
ARTICLE 2.............................................................4
PARTICIPATION
2.1- Date of Participation............................................4
2.2- Resumption of Participation Following Reemployment...............4
2.3- Change in Employment Status......................................4
ARTICLE 3.............................................................5
CONTRIBUTIONS
3.1- Deferral Contributions...........................................5
3.2- Employer Contributions...........................................5
3.3- Transfer of Assets...............................................5
ARTICLE 4.............................................................6
PARTICIPANTS' ACCOUNTS
4.1- Individual Accounts..............................................6
4.2- Accounting for Distributions.....................................6
4.3- Separate Accounts................................................6
ARTICLE 5.............................................................7
INVESTMENT OF CONTRIBUTIONS
5.1- Manner of Investment.............................................7
5.2- Investment Decisions.............................................7
ARTICLE 6.............................................................8
RIGHT TO BENEFITS
6.1- Retirement.......................................................8
6.2- Termination of Employment........................................8
6.3- Death............................................................8
6.4- Adjustment for Investment Experience.............................8
6.5- Distributions Due to an Unforeseen Emergency.....................8
<PAGE>
ARTICLE 7.............................................................9
DISTRIBUTION OF BENEFITS
7.1- Distribution of Benefits to Participants and Beneficiaries.......9
7.2- Determination of Method of Distribution..........................9
7.3- Notice to Trustee................................................9
ARTICLE 8............................................................10
AMENDMENT AND TERMINATION
8.1- Amendment by Employer...........................................10
8.2- Retroactive Amendments..........................................10
8.3- Plan Termination................................................10
8.4- Distribution Upon Termination of the Plan.......................10
ARTICLE 9............................................................11
THE TRUST
9.1- Establishment of Trust..........................................11
ARTICLE 10...........................................................12
MISCELLANEOUS
10.1- Communication to Participants..................................12
10.2- Limitation of Rights...........................................12
10.3- Spendthrift Provision..........................................12
10.4- Facility of Payment............................................12
10.5- Information between Employer and Trustee.......................12
10.6- Notices........................................................12
10.7- Governing Law..................................................13
ARTICLE 11...........................................................14
PLAN ADMINISTRATION
11.1- Powers and Responsibilities of the Administrator...............14
11.2- Nondiscriminatory Exercise of Authority........................14
11.3- Claims and Review Procedures...................................14
11.4- Plan's Administrative Costs....................................15
<PAGE>
Article 1. Definitions.
1.1. Definitions. Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.
Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:
(a) "Account" means an account established on the books of the Employer for the
purpose of recording Deferral Contributions and Employer Contributions credited
on behalf of a Participant and any income, expenses, gains or losses included
thereon. For each Participant who was a participant in the MetPath Inc. Deferred
Compensation Plan, a MetPath Plan Subaccount will be established as part of the
Participant's Account.
(b) "Administrator" means the Quest Diagnostics Benefits Administration
Committee, which has been designated by the Employer to be responsible for the
administration of the Plan.
(c) "Beneficiary" means the person or persons entitled under Section 6.3 to
receive benefits under the Plan upon the death of a Participant.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(e) "Compensation" shall mean wages as defined in Section 3401(a) of the Code
and all other payments of compensation paid to an Employee by the Employer (in
the course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under Sections 6041(d) and
6051(a)(3) of the Code, excluding reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred compensation and
welfare benefits, but including amounts that are otherwise excludable from the
gross income of the Participant under a salary reduction agreement by reason of
the application of Sections 125 or 402(e)(3) of the Code.
(f) "Deferral Contributions" means those amounts credited to a Participant's
Account pursuant to Section 3.1.
(g) "Effective Date" means January 1, 1999.
(h) "Eligible Employee" means an Employee of the Employer who is determined by
the Employer to be among a select group of management or highly compensated
Employees and who is designated as an Eligible Employee for purposes of the
Plan.
(i) "Employee" means any employee of the Employer.
1
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(j) "Employer" means Quest Diagnostics Incorporated and any successors and
assigns unless otherwise provided herein, and shall include any Related Employer
or other affiliated employer adopting this Plan.
(k) "Employer Contributions" means amounts credited to a Participant's Account
pursuant to Section 3.2.
(l) "Employer Stock" means any class of common stock of Quest Diagnostics
Incorporated or the preferred stock of Quest Diagnostics Incorporated that is
convertible into common stock.
(m) "Entry Date" means the first day of the Plan Year after the Employee becomes
an Eligible Employee.
(n) "ERISA" means the Employee Retirement Income Security Act of 1974, as from
time to time amended.
(o) "MetPath Plan Subaccount" means the subaccount established and maintained by
the Administrator pursuant to Section 4.1 on behalf of each Participant who was
a participant in the MetPath Inc. Deferred Compensation Plan.
(p) "Normal Retirement Age" means age sixty-five (65).
(q) "Participant" means any Employee who participates in the Plan in accordance
with Article 2 hereof.
(r) "Plan" means the plan established by the Employer as set forth herein as a
new plan or as an amendment to an existing plan
(s) "Plan Year" means the 12-consecutive month period beginning January 1 and
ending December 31.
(t) "Related Employer" means any employer other than the Employer named herein,
if the Employer and such other employer are members of a controlled group of
corporations (as defined in Section 414(b) of the Code) or an affiliated service
group (as defined in Code Section 414(m)), or are trades or businesses (whether
or not incorporated) which are under common control (as defined in Section
414(c)), or such other employer is required to be aggregated with the Employer
pursuant to regulations issued under Code Section 414(o).
(u) "Section 401(a)(17) Limit" means the maximum amount of compensation on which
qualified retirement plan contributions can be made pursuant to Code Section
401(a)(17).
(v) "Trust" means the trust fund established pursuant to the terms of the Plan.
2
<PAGE>
(w) "Trustee" means the corporation or individuals named in the agreement
establishing the Trust and such successor and/or additional trustees as may be
named in accordance with the Trust Agreement.
(x) "Valuation Date" means the last day of the Plan Year and such other date(s)
as designated by the Employer.
3
<PAGE>
Article 2. Participation.
2.1. Date of Participation. Each Eligible Employee on the Effective Date who has
been a participant in the MetPath Inc. Deferred Compensation Plan shall become a
Participant in this Plan (i) as of the Effective Date, provided he has filed an
election to defer Compensation in accordance with Section 3.1, or (ii) as of the
date a MetPath Plan Subaccount is established on his behalf, if he has not filed
an election to defer Compensation in accordance with Section 3.1. Each Eligible
Employee on the Effective Date who has not been a participant in the MetPath
Inc. Deferred Compensation Plan shall become a Participant in this Plan as of
the Effective Date, provided he has filed an election to defer Compensation in
accordance with Section 3.1. Each other Eligible Employee shall become a
Participant in this Plan on the first Entry Date after which he becomes an
Eligible Employee if he has filed an election to defer Compensation pursuant to
Section 3.1 prior to such Entry Date. Notwithstanding the preceding sentence, an
individual who is not an Eligible Employee on the Effective Date but first
becomes an Eligible Employee during the first sixty (60) days of a Plan Year
shall become a Participant in this Plan on the date he first becomes an Eligible
Employee, provided he has filed an election to defer Compensation pursuant to
Section 3.1 prior to the January 1 immediately preceding the date he first
becomes an Eligible Employee. If an Eligible Employee does not file an election
pursuant to Section 3.1 prior to his first Entry Date (or prior to the January 1
immediately preceding the date he first becomes an Eligible Employee in the case
of an Eligible Employee described in the preceding sentence), then the Eligible
Employee will become a Participant in this Plan as of the first day of the Plan
Year for which he has filed an election to defer Compensation (as long as he
remains an Eligible Employee).
2.2. Resumption of Participation Following Reemployment. If a Participant ceases
to be an Employee and thereafter returns to the employ of the Employer, he will
again become a Participant as of an Entry Date following the date on which he
completes an hour of service for the Employer following his reemployment,
provided he is an Eligible Employee and has filed an election to defer
Compensation pursuant to Section 3.1.
2.3. Change in Employment Status. If any Participant continues in the employ of
the Employer or Related Employer but ceases to be an Eligible Employee, the
individual shall continue to be a Participant until he is eligible to receive a
distribution and until the entire amount of his benefit is distributed;
provided, however, the individual shall not be entitled to make Deferral
Contributions or receive an allocation of Employer Contributions during the
period that he is not an Eligible Employee. In the event that the individual
subsequently again becomes an Eligible Employee, the individual shall resume
full participation in accordance with the last two sentences of Section 2.1.
4
<PAGE>
Article 3. Contributions.
3.1. Deferral Contributions. Each Participant may elect to execute a salary
reduction agreement with the Employer to reduce his Compensation in excess of
the Section 401(a)(17) Limit by a specified percentage not exceeding twelve (12)
percent, equal to a whole number multiple of one (1) percent. Notwithstanding
the preceding sentence, the amount of Compensation in excess of the Section
401(a)(17) Limit deferred under this Plan, when added to the amount of
Compensation deferred under the Profit Sharing Plan of Quest Diagnostics
Incorporated, may not exceed eight (8) percent of Compensation. A salary
reduction agreement shall become effective on the first day of the period as set
forth in the Participant's election. The election will be effective to defer
Compensation relating to all services performed in the Plan Year subsequent to
the filing of such an election. Any subsequent election will be effective as of
the first day of the following Plan Year and will apply only to Compensation
payable with respect to services rendered after such date. Amounts credited to a
Participant's Account prior to the effective date of any subsequent election
will not be affected. A Participant shall have a nonforfeitable right to his
Deferral Contributions.
The Employer shall credit an amount to the Account maintained on behalf of the
Participant corresponding to the amount of said reduction. Under no
circumstances may an election to defer Compensation be adopted retroactively. A
Participant may not revoke or change an election to defer Compensation for a
Plan Year during that year; provided, however, that a Participant who has made a
hardship withdrawal under the Profit Sharing Plan of Quest Diagnostics
Incorporated may not defer Compensation under this Plan for a period of 12
months from the date of the withdrawal.
3.2. Employer Contributions. The Employer shall credit an Employer Contribution
to the Account maintained on behalf of each Participant who had Deferral
Contributions made on his behalf during a calendar month. Notwithstanding the
preceding sentence, no Employer Contribution shall be credited to a Participant
who is also a participant in the Quest Diagnostics Transferee Pension Plan. The
amount of the Employer Contribution to be credited shall be equal to 107.5% of
the Deferral Contributions made on behalf of the Participant with respect to
such calendar month, but taking into account only those Deferral Contributions
made at a rate that does not exceed four (4) percent of the Participant's
Compensation in excess of the Section 401(a)(17) Limit. A Participant shall have
a nonforfeitable right to Employer Contributions made on his behalf.
3.3. Transfer of Assets. The Employer will, on a monthly basis, make a transfer
of assets to the Trustee. The Employer shall provide the Trustee with
information on the amount to be credited to each Participant's Account.
5
<PAGE>
Article 4. Participants' Accounts.
4.1. Individual Accounts. The Administrator will establish and maintain an
Account for each Participant which will reflect Deferral Contributions and
Employer Contributions credited to the Account on behalf of the Participant with
earnings, expenses, gains and losses credited thereto, attributable to the
investments made with the amounts in the Participant's Account. For each
Participant who was a participant in the MetPath Inc. Deferred Compensation
Plan, the Administrator will establish and maintain, as part of such
Participant's Account, a subaccount (the "MetPath Plan Subaccount") to reflect
his participation in the MetPath Inc. Deferred Compensation Plan. The MetPath
Plan Subaccount shall have an opening balance equal to the balance of the
Participant's account under the MetPath Inc. Deferred Compensation Plan on the
date the Participant's balance under the MetPath Inc. Deferred Compensation Plan
is transferred to this Plan (with interest credited, pursuant to the terms of
the MetPath Inc. Deferred Compensation Plan, from December 31, 1998 to the asset
transfer date). The Administrator will establish and maintain such other
accounts and records as it decides in its discretion to be reasonably required
or appropriate in order to discharge its duties under the Plan. Participants
will be furnished statements of their Account values at least once each Plan
Year.
4.2. Accounting for Distributions. As of any date of a distribution to a
Participant or a Beneficiary hereunder, the distribution to the Participant or
to the Participant's Beneficiary(ies) shall be charged to the Participant's
Account.
4.3. Separate Accounts. A separate account under the Plan shall be established
and maintained to reflect the Account for each Participant with subaccounts to
show separately the earnings, expenses, gains and losses credited or debited to
that Account.
6
<PAGE>
Article 5. Investment of Contributions.
5.1. Manner of Investment. All amounts credited to the Accounts of Participants
shall be treated as though invested and reinvested only in eligible investments
selected by the Employer.
5.2. Investment Decisions. Investments in which the Accounts of Participants
shall be treated as invested and reinvested shall be directed by the Employer or
by each Participant, or both. Notwithstanding the preceding sentence, an amount
equal to a fraction, the numerator of which is 2.3 and the denominator of which
is 4.3, of the Employer Contribution credited to a Participant's Account shall
be treated as though invested in Employer Stock.
All dividends, interest, gains and distributions of any nature earned in respect
of an investment alternative in which the Account is treated as investing shall
be credited to the Account in an amount equal to the net increase or decrease in
the net asset value of each investment option since the preceding Valuation Date
in accordance with the ratio that the portion of the Account of each Participant
that is treated as invested in the designated investment option bears to the
aggregate of all amounts invested (or treated as invested) in the same
investment option.
7
<PAGE>
Article 6. Right to Benefits.
6.1. Retirement. If a Participant retires on or after attainment of Normal
Retirement Age, the balance of the Participant's Account, plus any amounts
thereafter credited to his Account, will be distributed to him in accordance
with Article 7.
6.2. Termination of Employment. If a Participant terminates his employment for
any reason, the balance of the Participant's Account, plus any amounts
thereafter credited to his Account, will be distributed in accordance with
Article 7.
6.3. Death. If a Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his designated
Beneficiary or Beneficiaries will be entitled to receive the balance or
remaining balance of his Account, plus any amounts thereafter credited to his
Account. Distribution to the Beneficiary or Beneficiaries will be made in
accordance with Article 7.
A Participant may designate a Beneficiary or Beneficiaries, or change any prior
designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.
A copy of the death notice or other sufficient documentation must be filed with
and approved by the Administrator. If upon the death of the Participant there
is, in the opinion of the Administrator, no designated Beneficiary for part or
all of the Participant's Account, such amount will be paid to his surviving
spouse or, if none, to his estate (such spouse or estate shall be deemed to be
the Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits
to such Beneficiary have commenced, but before they have been completed, and, in
the opinion of the Administrator, no person has been designated to receive such
remaining benefits, then such benefits shall be paid to the deceased
Beneficiary's estate.
6.4. Adjustment for Investment Experience. If any distribution under this
Article 6 is not made in a single payment, the amount remaining in the Account
after the distribution will be treated as invested in an interest-bearing money
market account and will be subject to adjustment until distributed to reflect
the income and gain or loss on such deemed investment.
6.5. Distributions Due to an Unforeseen Emergency. Subject to the provisions of
Article 7, a Participant shall not be permitted to withdraw his Account (and
earnings thereon) prior to retirement or termination of employment, except a
Participant may apply to the Administrator to withdraw some or all of his
Account if such withdrawal is made on account of a financial hardship resulting
from an unforeseen emergency in accordance with procedures set forth by the
Administrator. The Administrator shall establish criteria to determine what
constitutes financial hardship. Withdrawals made on account of financial
hardship shall be made in a lump sum payment.
8
<PAGE>
Article 7. Distribution of Benefits.
7.1. Distribution of Benefits to Participants and Beneficiaries. (a)
Distributions under the Plan to a Participant or to the Beneficiary of the
Participant shall be made in a lump sum in cash or, if elected by the Employer
and specified in the Participant's election to defer Compensation, under a
systematic withdrawal plan, (installment(s)) not exceeding 5 years, upon
retirement, death or other termination of employment. Notwithstanding the
preceding sentence, distributions attributable to that portion of the Employer
Contribution credited to a Participant's Account treated as though invested in
Employer Stock pursuant to the second sentence of Section 5.2 shall be paid in
Employer Stock, and distributions attributable to other amounts credited to a
Participant's Account treated as though invested in Employer Stock shall be paid
in cash or Employer Stock, as elected by the Participant.
(b) Distributions under a systematic withdrawal plan must be made in
substantially equal annual installments, in cash, over a period certain which
does not extend 5 years.
7.2. Determination of Method of Distribution. The Participant will determine the
method of distribution of benefits to himself and the method of distribution to
his Beneficiary. Such determination will be made at least two (2) years prior to
the date on which a distribution is made pursuant to Section 6.1, 6.2 or 6.3. If
the Participant does not determine the method of distribution to him or his
Beneficiary within the time frame set forth in the preceding sentence, the
method shall be a lump sum.
7.3. Notice to Trustee. The Administrator will notify the Trustee in writing
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan. The Administrator's notice shall indicate the form, amount and
frequency of benefits that such Participant or Beneficiary shall receive.
9
<PAGE>
Article 8. Amendment and Termination.
8.1. Amendment by Employer. The Employer reserves the authority to amend the
Plan by filing with the Trustee an amendment or a restated Plan document,
executed by the Employer only, in which the Employer has indicated a change or
changes in provisions previously elected by it. Such changes are to be effective
on the effective date of such amendment or restated Plan document. Any such
change notwithstanding, no Participant's Account shall be reduced by such change
below the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section.
8.2. Retroactive Amendments. An amendment made by the Employer in accordance
with Section 8.1 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if such amendment is necessary or appropriate
to enable the Plan and Trust to satisfy the applicable requirements of the Code
or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 8.1.
8.3. Plan Termination. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.
8.4. Distribution upon Termination of the Plan. Upon termination of the Plan, no
further Deferral Contributions or Employer Contributions shall be made under the
Plan, but Accounts of Participants maintained under the Plan at the time of
termination shall continue to be governed by the terms of the Plan until paid
out in accordance with the terms of the Plan.
10
<PAGE>
Article 9. The Trust
9.1. Establishment of Trust. The Employer shall establish the Trust between the
Employer and the Trustee, in accordance with the terms and conditions as set
forth in a separate agreement, under which assets are held, administered and
managed, subject to the claims of the Employer's creditors in the event of the
Employer's insolvency, until paid to Participants and their Beneficiaries as
specified in the Plan. The Trust is intended to be treated as a grantor trust
under the Code, and the establishment of the Trust is not intended to cause
Participants to realize current income on amounts contributed thereto.
11
<PAGE>
Article 10. Miscellaneous.
10.1. Communication to Participants. A summary of the Plan will be communicated
to all Participants by the Employer promptly after the Plan is adopted.
10.2. Limitation of Rights. Neither the establishment of the Plan and the Trust,
nor any amendment thereof, nor the creation of any fund or account, nor the
payment of any benefits, will be construed as giving to any Participant or other
person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.
10.3. Spendthrift Provision. The benefits provided hereunder will not be subject
to alienation, assignment, garnishment, attachment, execution or levy of any
kind, either voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except to such extent as may
be required by law.
10.4. Facility of Payment. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments therefore, and any such payment to
the extent thereof, shall discharge the liability of the Trust for the payment
of benefits hereunder to such recipient.
10.5. Information between Employer and Trustee. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.
10.6. Notices. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:
(a) If it is sent to the Employer or Administrator, it will be at the address
specified by the Employer;
(b) If it is sent to the Trustee, it will be sent to the address set forth in
the Trust Agreement; or, in each case at such other address as the addressee
shall have specified by written notice delivered in accordance with the
foregoing to the addresser's then effective notice address.
12
<PAGE>
10.7. Governing Law. The Plan will be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
Commonwealth of Massachusetts.
13
<PAGE>
Article 11. Plan Administration.
11.1. Powers and Responsibilities of the Administrator. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:
(a) To make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of the Plan;
(b) To interpret the Plan,
its interpretation thereof in good faith to be final and conclusive on all
persons claiming benefits under the Plan;
(c) To decide all questions concerning the Plan and the eligibility of any
person to participate in the Plan;
(d) To administer the claims and review procedures specified in Section 11.3;
(e) To compute the amount of benefits which will be payable to any Participant,
former Participant or Beneficiary in accordance with the provisions of the Plan;
(f) To determine the person or persons to whom such benefits will be paid;
(g) To authorize the payment of benefits;
(h) To comply with the reporting and disclosure requirements of Part 1 of
Subtitle B of Title I of ERISA; and
(i) To appoint such agents, counsel, accountants, and consultants as may be
required to assist in administering the Plan.
11.2. Nondiscriminatory Exercise of Authority. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.
11.3. Claims and Review Procedures.
Claims Procedure. If any person believes he is being denied any rights or
benefits under the Plan, such person may file a claim in writing with the
Administrator. If any such claim is wholly or partially denied, the
Administrator will notify such person of its decision in writing. Such
notification will contain (i) specific reasons for the denial, (ii) specific
reference to pertinent Plan provisions, (iii) a description of any additional
material or information necessary for such person to perfect such claim and an
explanation of why such material or information is necessary, and (iv)
information as to the steps to be taken if the person wishes to submit a request
for review. Such notification will be given within 90 days after the claim is
received by the Administrator (or within 180 days, if special circumstances
require an extension of time for processing the claim, and if written notice of
such extension and circumstances is given to such person within the initial
90-day period). If such notification is not given within such period, the claim
will be considered denied as of the last day of such period and such person may
request a review of his claim.
14
<PAGE>
(b) Review Procedure. Within 60 days after the date on which a person receives
written notice of a denied claim (or, if applicable, within 60 days after the
date on which such denial is considered to have occurred), such person (or his
duly authorized representative) may (i) file a written request with the
Administrator for a review of his denied claim and of pertinent documents and
(ii) submit issues and comments to the Administrator. The Administrator will
notify such person of its decision in writing. Such notification will be written
in a manner calculated to be understood by such person and will contain specific
reasons for the decision as well as specific references to pertinent Plan
provisions. The decision on review will be made within 60 days after the request
for review is received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request, such as
an election by the Administrator to hold a hearing, and if written notice of
such extension and circumstances is given to such person within the initial
60-day period). If the decision on review is not made within such period, the
claim will be considered denied.
11.4. Plan's Administrative Costs
The Employer shall pay all reasonable costs and expenses (including legal,
accounting, and employee communication fees) incurred by the Administrator and
the Trustee in administering the Plan and Trust.
IN WITNESS WHEREOF, the Employer by its duly authorized officer(s), has caused
this Plan to be adopted on ____day of _____________________, 1998.
EMPLOYER
By:_____________________________
(Title)
15
EXHIBIT 10.15
AMENDMENT dated as of May 15, 1998, to the
Credit Agreement dated as of December 5, 1996 (as amended,
the "Credit Agreement"), among QUEST DIAGNOSTICS
INCORPORATED (formerly known as Corning Clinical
Laboratories Inc.), the BANKS listed on the signature
pages thereof, NATIONSBANK, N.A., as Issuing Bank,
WACHOVIA BANK OF GEORGIA, N.A., as Swingline Bank, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
NATIONSBANK, N.A. and WACHOVIA BANK OF GEORGIA, N.A., as
Arranging Agents.
WHEREAS, the Borrower has requested that the Banks agree to amend the
Credit Agreement as set forth herein;
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the Amendment
Effective Date (as defined below) refer to the Credit Agreement as amended
hereby.
SECTION 2. Amendment to Section 1.01 of the Credit Agreement. Section
1.01 is hereby amended by the addition of the following definition in the
appropriate alphabetical order:
"Premier" means Premier Clinical Laboratory Services, L.P., a North
Carolina limited partnership of which the general partner is Premier Clinical
Laboratory Services, Inc., a North Carolina corporation and a subsidiary of
Premier, Inc., a Delaware corporation.
SECTION 3. Amendment to Section 5.09 of the Credit Agreement.
Section 5.09 of the Credit Agreement is hereby amended by:
(a) deleting at the end of clause (g) thereof the word "and";
(b) deleting from clause (h) thereof the words "the foregoing
clauses of";
(c) deleting the period at the end of clause (h) thereof and
substituting therefor "; and"; and
(d) adding at the end thereof the following clause:
(i) an Investment consisting of the contribution by the
Borrower to a joint venture with a subsidiary of UPMC Health
System of accounts receivable, customer lists, goodwill, and
other assets that relate primarily to the Borrower's business in
an area not greater than a 150-mile
<PAGE>
2
radius from Four Parkway Center, 875 Greentree Road, Pittsburgh,
Pennsylvania.
SECTION 4. Amendment to Section 5.11(c) of the Credit Agreement.
Clause (ii) of the first proviso to Section 5.11(c) of the Credit Agreement is
hereby amended by:
(a) deleting in subclause (A) thereof "$5,000,000" and
substituting therefor "$25,000,000";
(b) deleting in subclause (A) thereof "(or $25,000,000, in the
case of any such acquisition or series of acquisition of any Quadrant
One Property)";
(c) deleting in subclause (B) thereof "$50,000,000" and
substituting therefor "$75,000,000";
(d) deleting in subclause (B) thereof "the Effective Date" and
substituting therefor "May 15, 1998"; and
(e) inserting at the end of such clause (ii) the following: ",
provided that consideration in an aggregate amount not to exceed
$22,000,000 may be paid by the Borrower or any Subsidiary to acquire the
clinical laboratory assets of Universal Standard Healthcare Inc. without
regard to the limitations set forth in this clause (ii) and such
consideration shall not count towards the limitations set forth in this
clause (ii),"
Section 5.11(c) is further amended by adding at the end thereof the following
sentence:
For purposes of this Section 5.11(c), neither reference nor outsourcing
arrangements (arrangements for referrals of clinical labatory testing
and anatomical pathology services by hospitals to the Borrower or its
Subsidiaries) nor laboratory management contracts shall constitute the
acquisition of assets constituting a going concern business, but the
acquisition of a hospital's outreach business (the acquisition of
customer lists from a hospital pursuant to arrangements that restrict
competition by such hospital with the Borrower or its Subsidiaries)
shall be treated as an acquisition of assets constituting a going
concern business.
SECTION 5. Amendment to Section 6.01(k) of the Credit Agreement. Clause
(k) of Section 6.01 of the Credit Agreement is hereby amended by:
(a) adding before the words "any person" in the second line
thereof "(i)";
(b) adding before the words "shall have acquired" in the fourth
line thereof the words ", other than Premier,"; and
(c) adding after the words "stock of the Borrower" in the eighth
line thereof the words "or (ii) Premier shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended) of 33% or more of the outstanding shares of common
stock of the Borrower"
<PAGE>
3
SECTION 6. Representations and Warranties. The Borrower represents
and warrants to each of the Banks that:
(a) The representations and warranties set forth in the Loan Documents
after giving effect to this Amendment are true and correct in all material
respects with the same effect as if made on the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date.
(b) After giving effect to this Amendment, the Borrower is in compliance
in all material respects with all the terms and provisions contained in the
Credit Agreement and in the other Loan Documents required to be observed or
performed.
(c) After giving effect to this Amendment, no Default has occurred and
is continuing.
SECTION 7. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") on which the Agent has received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower and the Required Banks.
The Agent shall promptly notify the Borrower and the Banks of the
Amendment Effective Date, and such notice shall be conclusive and binding on all
parties hereto.
SECTION 10. Miscellaneous. (a) Except as expressly set forth herein,
the Credit Agreement shall continue in full force and effect in accordance with
the terms and provisions thereof on the date hereof.
(b) Section headings used herein are for convenience of reference only
and are not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be an original but all of which, when taken together, shall
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.
QUEST DIAGNOSTICS INCORPORATED,
by
/s/ Robert A. Carothers
---------------------------
Name: Robert A. Carothers
Title: Vice President and
Chief Financial Officer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK,
<PAGE>
4
by
/s/ Douglas Maher
-------------------------
Name: Douglas Maher
Title: Vice President
BANK OF AMERICA ILLINOIS,
by
/s/ Wendy L. Loring
-------------------------
Name: Wendy L. Loring
Title: Vice President
BANK OF MONTREAL,
by
/s/ Brian L. Banke
-------------------------
Name: Brian L. Banke
Title: Director
THE BANK OF NEW YORK,
by
/s/ Ernest Fung
-------------------------
Name: Ernest Fung
Title: Vice President
BANQUE PARIBAS,
by
/s/ David I. Canavan
-------------------------
Name: David I. Canavan
Title: Director
by /s/ Brett J. Mehlman
-------------------------
Name: Brett J. Mehlman
Title: Vice President
CIBC INC.
by
/s/ William M. Swenson
-------------------------
Name: William M. Swenson
Title: Authorized Signatory
CITY NATIONAL BANK,
by
/s/ George Hayrapetian
-------------------------
Name: George Hayrapetian
Title: Vice President
<PAGE>
5
CONTINENTAL ASSURANCE COMPANY SEPARATE
ACCOUNT,
by PROTECTIVE ASSET MANAGEMENT
COMPANY, as Attorney-in-Fact,
by
/s/ Mark K. Okada
-------------------------
Name: Mark K. Okada, CFA
Title: Executive Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
by
/s/ Farboud Tavangar
-------------------------
Name: Farboud Tavangar
Title: First Vice President
CYPRESS TREE INVESTMENT PARTNERS I LTD.,
by CYPRESS INVESTMENT
MANAGEMENT CO. INC., as
Portfolio Manager,
by
/s/ Catherine C. McDermott
-------------------------
Name: Catherine C. McDermott
Title: Principal
THE FUJI BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Raymond Ventura
-------------------------
Name: Raymond Ventura
Title: Vice President and
Manager
KZH-CNC CORPORATION,
by
/s/ Virginia Conway
-------------------------
Name:Virginia Conway
Title: Authorized Agent
KZH-PAMCO CORPORATION,
by
Name:
-------------------------
Title:
MERRILL LYNCH SENIOR FLOATING RATE FUND,
INC.,
<PAGE>
6
by
/s/ Gilles Marchand
-------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MORGAN STANLEY SENIOR FUNDING, INC.
by
-------------------------
Name:
Title:
NATIONSBANK, N.A.,
by
/s/ Michael Audry
-------------------------
Name: Michael Audry
Title: Senior Vice President
PAMCO CAYMAN LTD.,
by PROTECTIVE ASSET MANAGEMENT
COMPANY, as
Collateral Manager,
by
/s/ Mark K. Okada
-------------------------
Name: Mark K. Okada, CFA
Title: Executive Vice President
THE SANWA BANK, LIMITED, NEW YORK BRANCH,
by
/s/ Subha Pasumarti
-------------------------
Name: Subha Pasumarti
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ Lynn E. Vine
-------------------------
Name: Lynn E. Vine
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL PRIME RATE
INCOME TRUST,
by
/s/ Jeffrey W. Maillet
-------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President
and Director
<PAGE>
7
THE TORONTO-DOMINION BANK,
by
/s/ David G. Parker
-------------------------
Name: David G. Parker
Title: Manager
WACHOVIA BANK OF GEORGIA, N.A.,
by
/s/ Jane C. Deaver
-------------------------
Name: Jane C. Deaver
Title: Senior Vice President
Exhibit 21
Subsidiaries of the Company
100% Quest Diagnostics Incorporated (MI)
100% Quest Holdings Incorporated (DE)
51% Quest Diagnostics of Missouri LLC (MO)
100% Quest Holdings Incorporated (MI)
100% Quest Diagnostics Incorporated (CA)
100% Quest Diagnostics LLC (IL)
100% Laboratory Holdings Incorporated (MA)
100% Quest Diagnostics Incorporated (CT)
100% Quest Diagnostics Incorporated (MA)
100% Quest Diagnostics of Pennsylvania Inc. (DE)
100% Quest Diagnostics Incorporated (OH)
100% Medical Management Systems, Inc. (PA)
51% Quest Diagnostics Venture LLC (PA)
53.5% Associated Clinical Laboratories (PA)
50% Surgical Eye Enterprise L.P. (PA)
50% Surgical Eye Institute L.P. (PA)
100% Quest MRL Inc. (DE)
100% DPD Holdings, Inc. (DE)
100% MetWest Inc. (DE)
100% Quest Diagnostics of Arizona Incorporated (DE)
49% Sonora Quest Laboratories LLC (AZ)
100% Quest Holdings Incorporated (MD)
100% Quest Diagnostics Incorporated (MD)
100% Diagnostic Reference Services Inc. (MD)
50% Pathology Building Partnership (MD)
100% Nichols Institute Diagnostics (CA)
100% Nichols Institute Sales Corporation (U.S.V.I.)
100% Nichols Institute Diagnostics Limited (U. K.)
100% Nichols Institute Diagnostics Trading S.A. (Switzerland)
100% Nichols Institute Diagnostika GMBH (Germany)
100% Nichols Institute Diagnostika GMBH (Austria)
100% Nichols Institute International Holding B.V. (Netherlands)
100% Nichols Institute Diagnostics B.V. (Netherlands)
100% Nichols Institute Diagnostics SARL (France)
100% Quest Diagnostics do Brasil Ltda. S.C. (Brazil)
100% Quest Diagnostics Investments Incorporated
100% Damon Investment Holdings, Inc. (DE)
100% Nomad-Massachusetts, Inc. (MA)
100% Corning Laboratories Clinicos, S.A. de C.V. (Mexico)
100% Analisis, S.A. (Mexico)
100% Laboratorios Clinicos de Mexico, S.A. de C.V. (Mexico)
100% Servicios de Laboratorio, S.A. de C.V. (Mexico)
100% Laboratorios de Frontera Polanco, S.A. de C.V. (Mexico)
100% Laboratorio de Analisis Biomedicos, S.A. (Mexico)
100% New England Medical Laboratory Inc.
100% Stat Toxicology Service of Boston Inc.
100% MetPath Europe Limited (U.K.)
100% Trans United Casualty and Indemnity Insurance Company (Cayman
Islands)
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-17077, 333-17079, 333-17083, 333-60477,
333-66177 and 333-74103) of Quest Diagnostics Incorporated of our report dated
January 25, 1999 appearing on page F-1 of this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
March 31, 1999
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<CHANGES> 0
<NET-INCOME> 26,885
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0.89
</TABLE>
