0001022079false00010220792024-07-232024-07-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 23, 2024
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
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001-12215 | | | 16-1387862 |
(Commission File Number) | | | (I.R.S. Employer Identification No.) |
| | | | |
500 Plaza Drive | | | |
Secaucus, | NJ | | | 07094 |
(Address of principal executive offices) | | | (Zip Code) |
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| | (973) | 520-2700 | |
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 Par Value | DGX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On July 23, 2024, Quest Diagnostics Incorporated (the "Company") issued a press release announcing, among other things, its results for the quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
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d. | Exhibit | |
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| 99.1 | |
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| 104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 23, 2024
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QUEST DIAGNOSTICS INCORPORATED |
| |
By: | /s/ Sean D. Mersten |
| Sean D. Mersten |
| Vice President and Corporate Secretary |
Exhibit 99.1
Quest Diagnostics Reports Second Quarter 2024 Financial Results;
Raises Guidance for Full Year 2024
•Second quarter revenues of $2.40 billion, up 2.5% from 2023
•Second quarter reported diluted earnings per share ("EPS") of $2.03, down 1.0% from 2023; and adjusted diluted EPS of $2.35, up 2.2% from 2023
•Full year 2024 revenues now expected to be between $9.50 billion and $9.58 billion; reported diluted EPS now expected to be between $7.57 and $7.77; and adjusted diluted EPS expected to be between $8.80 and $9.00
SECAUCUS, N.J., July 23, 2024 - Quest Diagnostics Incorporated (NYSE: DGX), a leading provider of diagnostic information services, today announced financial results for the second quarter ended June 30, 2024.
"We delivered another strong quarter, with base business revenue growth of nearly 4% and total revenue growth of 2.5% as well as continued improvement in productivity and profitability in the base business,” said Jim Davis, Chairman, CEO and President. "This performance is due to growth of new physician and hospital customers, more favorable test mix that includes greater adoption of advanced diagnostics and continued strength in healthcare utilization. We also made progress improving our operational quality and efficiency through greater use of automation and AI.”
Mr. Davis added: “In addition, we are excited to announce four acquisitions that meet our criteria for growth, profitability and returns, and that will enable us to expand in strategic growth areas. Our planned acquisition of LifeLabs will position us to help this trusted lab leader grow and better serve Canada’s growing and aging population. The acquisitions we recently announced of select outreach lab assets of Allina Health in Minnesota and Wisconsin and OhioHealth in Ohio reflect our ability to partner with high-quality health systems and extend our presence in key geographies. Our recently completed PathAI Diagnostics acquisition positions us to rapidly scale digital pathology innovation to help health systems and other providers improve cancer diagnoses.”
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| Three Months Ended June 30, | | Six Months Ended June 30, | |
| 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change | |
| (dollars in millions, except per share data) | |
Reported: | | | | | | | | | | | | |
Net revenues | $ | 2,397 | | | $ | 2,338 | | | 2.5 | % | | $ | 4,763 | | | $ | 4,669 | | | 2.0 | % | |
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Diagnostic Information Services revenues | $ | 2,333 | | | $ | 2,268 | | | 2.8 | % | | $ | 4,631 | | | $ | 4,527 | | | 2.3 | % | |
Revenue per requisition | | | | | 1.6 | % | | | | | | 0.9 | % | |
Requisition volume | | | | | 1.1 | % | | | | | | 1.4 | % | |
Organic requisition volume | | | | | 0.7 | % | | | | | | 0.9 | % | |
Operating income (a) | $ | 355 | | | $ | 348 | | | 1.9 | % | | $ | 655 | | | $ | 653 | | | 0.2 | % | |
Operating income as a percentage of net revenues (a) | 14.8 | % | | 14.9 | % | | (0.1) | % | | 13.7 | % | | 14.0 | % | | (0.3) | % | |
Net income attributable to Quest Diagnostics (a) | $ | 229 | | | $ | 235 | | | (2.4) | % | | $ | 423 | | | $ | 437 | | | (3.1) | % | |
Diluted EPS (a) | $ | 2.03 | | | $ | 2.05 | | | (1.0) | % | | $ | 3.75 | | | $ | 3.83 | | | (2.1) | % | |
Cash provided by operations | $ | 360 | | | $ | 444 | | | (18.9) | % | | $ | 514 | | | $ | 538 | | | (4.4) | % | |
Capital expenditures | $ | 92 | | | $ | 104 | | | (10.8) | % | | $ | 196 | | | $ | 231 | | | (14.9) | % | |
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Adjusted (a): | | | | | | | | | | | | |
| | | | | | | | | | | | |
Operating income | $ | 398 | | | $ | 389 | | | 2.1 | % | | $ | 747 | | | $ | 739 | | | 1.0 | % | |
Operating income as a percentage of net revenues | 16.6 | % | | 16.7 | % | | (0.1) | % | | 15.7 | % | | 15.8 | % | | (0.1) | % | |
Net income attributable to Quest Diagnostics | $ | 266 | | | $ | 263 | | | 1.4 | % | | $ | 496 | | | $ | 495 | | | 0.2 | % | |
Diluted EPS | $ | 2.35 | | | $ | 2.30 | | | 2.2 | % | | $ | 4.39 | | | $ | 4.34 | | | 1.2 | % | |
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(a)For further details impacting the year-over-year comparisons related to operating income, operating income as a percentage of net revenues, net income attributable to Quest Diagnostics, and diluted EPS, see note 2 of the financial tables attached below.
Updated Guidance for Full Year 2024
The company updates its full year 2024 guidance as follows:
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| Updated Guidance | | Prior Guidance |
| Low | | High | | Low | | High |
Net revenues | $9.50 billion | | $9.58 billion | | $9.40 billion | | $9.48 billion |
Net revenues increase | 2.7% | | 3.5% | | 1.6% | | 2.5% |
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Reported diluted EPS | $7.57 | | $7.77 | | $7.57 | | $7.82 |
Adjusted diluted EPS | $8.80 | | $9.00 | | $8.72 | | $8.97 |
Cash provided by operations | Approximately $1.3 billion | | Approximately $1.3 billion |
Capital expenditures | Approximately $420 million | | Approximately $420 million |
The company's updated guidance does not include the impact of the pending LifeLabs acquisition given the uncertainty around when the transaction will close. The company continues to expect to complete the transaction by the end of the year, subject to certain customary closing conditions and approvals, including Canadian regulatory approvals.
Note on Non-GAAP Financial Measures
As used in this press release the term “reported” refers to measures under accounting principles generally accepted in the United States (“GAAP”). The term “adjusted” refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, amortization expense, excess tax benefits ("ETB") associated with stock-based compensation, gains and losses associated with changes in the carrying value of our strategic investments, and other items.
Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables attached below include reconciliations of non-GAAP adjusted measures to GAAP measures.
Conference Call Information
Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, passcode: 7895081; or via live webcast on our website at www.QuestDiagnostics.com/investor. We suggest participants dial in approximately 10 minutes before the call.
A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or, from approximately 10:30 a.m. Eastern Time on July 23, 2024 until midnight Eastern Time on August 6, 2024, by phone at 866-363-1805 for domestic callers or 203-369-0193 for international callers. Anyone listening to the call is encouraged to read our periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.
About Quest Diagnostics
Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time. We provide diagnostic insights from the results of our laboratory testing to empower people, physicians and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, Quest's diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. Quest Diagnostics annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our nearly 50,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world. www.QuestDiagnostics.com.
Forward Looking Statements
The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management’s current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government regulations, changing relationships with customers, payers, suppliers or strategic partners, acquisitions and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.
For further information: Wendy Bost, Quest Diagnostics (Media): 973-520-2800, Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900
This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.
ADDITIONAL TABLES FOLLOW
Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2024 and 2023
(in millions, except per share data)
(unaudited)
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net revenues | $ | 2,397 | | | $ | 2,338 | | | $ | 4,763 | | | $ | 4,669 | |
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Operating costs and expenses and other operating income: | | | | | | | |
Cost of services | 1,593 | | | 1,546 | | | 3,188 | | | 3,106 | |
Selling, general and administrative | 416 | | | 416 | | | 856 | | | 855 | |
Amortization of intangible assets | 29 | | | 28 | | | 58 | | | 54 | |
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Other operating expense, net | 4 | | | — | | | 6 | | | 1 | |
Total operating costs and expenses, net | 2,042 | | | 1,990 | | | 4,108 | | | 4,016 | |
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Operating income | 355 | | | 348 | | | 655 | | | 653 | |
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Other income (expense): | | | | | | | |
Interest expense, net | (44) | | | (37) | | | (87) | | | (72) | |
Other income, net | 3 | | | 6 | | | 12 | | | 13 | |
Total non-operating expense, net | (41) | | | (31) | | | (75) | | | (59) | |
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Income before income taxes and equity in earnings of equity method investees | 314 | | | 317 | | | 580 | | | 594 | |
Income tax expense | (74) | | | (75) | | | (140) | | | (140) | |
Equity in earnings of equity method investees, net of taxes | — | | | 7 | | | 8 | | | 12 | |
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Net income | 240 | | | 249 | | | 448 | | | 466 | |
Less: Net income attributable to noncontrolling interests | 11 | | | 14 | | | 25 | | | 29 | |
Net income attributable to Quest Diagnostics | $ | 229 | | | $ | 235 | | | $ | 423 | | | $ | 437 | |
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Earnings per share attributable to Quest Diagnostics’ common stockholders: | | | | | | | |
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Basic | $ | 2.05 | | | $ | 2.08 | | | $ | 3.79 | | | $ | 3.88 | |
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Diluted | $ | 2.03 | | | $ | 2.05 | | | $ | 3.75 | | | $ | 3.83 | |
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Weighted average common shares outstanding: | | | | | | | |
Basic | 111 | | | 112 | | | 111 | | | 112 | |
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Diluted | 112 | | | 114 | | | 112 | | | 114 | |
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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Balance Sheets
June 30, 2024 and December 31, 2023
(in millions, except per share data)
(unaudited)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 271 | | | $ | 686 | |
Accounts receivable, net | 1,319 | | | 1,210 | |
Inventories | 182 | | | 190 | |
Prepaid expenses and other current assets | 245 | | | 286 | |
| | | |
Total current assets | 2,017 | | | 2,372 | |
Property, plant and equipment, net | 1,832 | | | 1,816 | |
Operating lease right-of-use assets | 603 | | | 602 | |
Goodwill | 7,885 | | | 7,733 | |
Intangible assets, net | 1,202 | | | 1,166 | |
Investments in equity method investees | 126 | | | 135 | |
Other assets | 216 | | | 198 | |
| | | |
Total assets | $ | 13,881 | | | $ | 14,022 | |
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Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable and accrued expenses | $ | 1,247 | | | $ | 1,359 | |
Current portion of long-term debt | 606 | | | 303 | |
Current portion of long-term operating lease liabilities | 159 | | | 153 | |
| | | |
Total current liabilities | 2,012 | | | 1,815 | |
Long-term debt | 3,816 | | | 4,410 | |
Long-term operating lease liabilities | 507 | | | 503 | |
Other liabilities | 811 | | | 876 | |
| | | |
Redeemable noncontrolling interest | 79 | | | 76 | |
Stockholders’ equity: | | | |
Quest Diagnostics stockholders’ equity: | | | |
Common stock, par value $0.01 per share; 600 shares authorized as of both June 30, 2024 and December 31, 2023; 162 shares issued as of both June 30, 2024 and December 31, 2023 | 2 | | | 2 | |
Additional paid-in capital | 2,314 | | | 2,320 | |
Retained earnings | 9,080 | | | 8,825 | |
Accumulated other comprehensive loss | (19) | | | (14) | |
Treasury stock, at cost; 51 shares as of both June 30, 2024 and December 31, 2023 | (4,760) | | | (4,826) | |
Total Quest Diagnostics stockholders’ equity | 6,617 | | | 6,307 | |
Noncontrolling interests | 39 | | | 35 | |
Total stockholders’ equity | 6,656 | | | 6,342 | |
Total liabilities and stockholders’ equity | $ | 13,881 | | | $ | 14,022 | |
Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2024 and 2023
(in millions)
(unaudited)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income | $ | 448 | | | $ | 466 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 233 | | | 219 | |
Provision (credit) for credit losses | 3 | | | (1) | |
Deferred income tax benefit | (36) | | | (16) | |
Stock-based compensation expense | 42 | | | 40 | |
| | | |
| | | |
Other, net | 16 | | | 1 | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (113) | | | (38) | |
Accounts payable and accrued expenses | (111) | | | (156) | |
Income taxes payable | 20 | | | 5 | |
| | | |
Other assets and liabilities, net | 12 | | | 18 | |
Net cash provided by operating activities | 514 | | | 538 | |
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Cash flows from investing activities: | | | |
Business acquisitions, net of cash acquired | (248) | | | (609) | |
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Capital expenditures | (196) | | | (231) | |
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Other investing activities, net | 31 | | | — | |
Net cash used in investing activities | (413) | | | (840) | |
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Cash flows from financing activities: | | | |
Proceeds from borrowings | — | | | 1,147 | |
Repayments of debt | (301) | | | (828) | |
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Exercise of stock options | 28 | | | 47 | |
Employee payroll tax withholdings on stock issued under stock-based compensation plans | (23) | | | (28) | |
Dividends paid | (163) | | | (154) | |
Distributions to noncontrolling interest partners | (18) | | | (28) | |
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Other financing activities, net | (39) | | | (43) | |
Net cash (used in) provided by financing activities | (516) | | | 113 | |
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Net change in cash and cash equivalents and restricted cash | (415) | | | (189) | |
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Cash and cash equivalents and restricted cash, beginning of period | 686 | | | 315 | |
Cash and cash equivalents and restricted cash, end of period | $ | 271 | | | $ | 126 | |
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Cash paid during the period for: | | | |
Interest | $ | 105 | | | $ | 80 | |
Income taxes | $ | 118 | | | $ | 134 | |
Notes to Financial Tables
1)The computation of basic and diluted earnings per common share is as follows:
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in millions, except per share data) |
Amounts attributable to Quest Diagnostics' common stockholders: | | | | | | | |
| | | | | | | |
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Net income attributable to Quest Diagnostics | $ | 229 | | | $ | 235 | | | $ | 423 | | | $ | 437 | |
| | | | | | | |
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Less: earnings allocated to participating securities | 1 | | | 1 | | | 2 | | | 2 | |
Earnings available to Quest Diagnostics' common stockholders - basic and diluted | $ | 228 | | | $ | 234 | | | $ | 421 | | | $ | 435 | |
| | | | | | | |
Weighted average common shares outstanding - basic | 111 | | | 112 | | | 111 | | | 112 | |
Effect of dilutive securities: | | | | | | | |
Stock options and performance share units | 1 | | | 2 | | | 1 | | | 2 | |
Weighted average common shares outstanding - diluted | 112 | | | 114 | | | 112 | | | 114 | |
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Earnings per share attributable to Quest Diagnostics' common stockholders: | | | | | | | |
| | | | | | | |
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Basic | $ | 2.05 | | | $ | 2.08 | | | $ | 3.79 | | | $ | 3.88 | |
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Diluted | $ | 2.03 | | | $ | 2.05 | | | $ | 3.75 | | | $ | 3.83 | |
2)The following tables reconcile reported GAAP results to non-GAAP adjusted results:
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| Three Months Ended June 30, 2024 |
| (dollars in millions, except per share data) |
| Operating income | | Operating income as a percentage of net revenues | | Income tax expense (d) | | Equity in earnings of equity method investees, net of taxes | | Net income attributable to Quest Diagnostics | | Diluted EPS |
As reported | $ | 355 | | | 14.8 | % | | $ | (74) | | | $ | — | | | $ | 229 | | | $ | 2.03 | |
Restructuring and integration charges (a) | 10 | | | 0.4 | | | (3) | | | — | | | 7 | | | 0.06 | |
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Other (b) | 4 | | | 0.2 | | | — | | | — | | | 4 | | | 0.03 | |
Gains and losses on investments (c) | — | | | — | | | (3) | | | 9 | | | 6 | | | 0.05 | |
| | | | | | | | | | | |
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Amortization expense | 29 | | | 1.2 | | | (8) | | | — | | | 21 | | | 0.19 | |
ETB | — | | | — | | | (1) | | | — | | | (1) | | | (0.01) | |
As adjusted | $ | 398 | | | 16.6 | % | | $ | (89) | | | $ | 9 | | | $ | 266 | | | $ | 2.35 | |
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| Six Months Ended June 30, 2024 |
| (dollars in millions, except per share data) |
| Operating income | | Operating income as a percentage of net revenues | | Income tax expense (d) | | Equity in earnings of equity method investees, net of taxes | | Net income attributable to Quest Diagnostics | | Diluted EPS |
As reported | $ | 655 | | | 13.7 | % | | $ | (140) | | | $ | 8 | | | $ | 423 | | | $ | 3.75 | |
Restructuring and integration charges (a) | 27 | | | 0.6 | | | (7) | | | — | | | 20 | | | 0.17 | |
| | | | | | | | | | | |
Other (b) | 7 | | | 0.2 | | | — | | | — | | | 7 | | | 0.06 | |
Gains and losses on investments (c) | — | | | — | | | (3) | | | 9 | | | 6 | | | 0.05 | |
| | | | | | | | | | | |
Amortization expense | 58 | | | 1.2 | | | (15) | | | — | | | 43 | | | 0.39 | |
ETB | — | | | — | | | (3) | | | — | | | (3) | | | (0.03) | |
As adjusted | $ | 747 | | | 15.7 | % | | $ | (168) | | | $ | 17 | | | $ | 496 | | | $ | 4.39 | |
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| Three Months Ended June 30, 2023 |
| (dollars in millions, except per share data) |
| Operating income | | Operating income as a percentage of net revenues | | Income tax expense (d) | | Equity in earnings of equity method investees, net of taxes | | Net income attributable to Quest Diagnostics | | Diluted EPS |
As reported | $ | 348 | | | 14.9 | % | | $ | (75) | | | $ | 7 | | | $ | 235 | | | $ | 2.05 | |
Restructuring and integration charges (a) | 7 | | | 0.3 | | | (2) | | | — | | | 5 | | | 0.05 | |
Other (b) | 6 | | | 0.3 | | | (2) | | | — | | | 4 | | | 0.04 | |
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Amortization expense | 28 | | | 1.2 | | | (7) | | | — | | | 21 | | | 0.18 | |
ETB | — | | | — | | | (2) | | | — | | | (2) | | | (0.02) | |
As adjusted | $ | 389 | | | 16.7 | % | | $ | (88) | | | $ | 7 | | | $ | 263 | | | $ | 2.30 | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2023 |
| (dollars in millions, except per share data) |
| Operating income | | Operating income as a percentage of net revenues | | Income tax expense (d) | | Equity in earnings of equity method investees, net of taxes | | Net income attributable to Quest Diagnostics | | Diluted EPS |
As reported | $ | 653 | | | 14.0 | % | | $ | (140) | | | $ | 12 | | | $ | 437 | | | $ | 3.83 | |
Restructuring and integration charges (a) | 26 | | | 0.5 | | | (7) | | | — | | | 19 | | | 0.17 | |
Other (b) | 6 | | | 0.1 | | | (2) | | | — | | | 4 | | | 0.04 | |
Gains and losses on investments (c) | — | | | — | | | (1) | | | 3 | | | 2 | | | 0.02 | |
| | | | | | | | | | | |
Amortization expense | 54 | | | 1.2 | | | (14) | | | — | | | 40 | | | 0.35 | |
ETB | — | | | — | | | (7) | | | — | | | (7) | | | (0.07) | |
As adjusted | $ | 739 | | | 15.8 | % | | $ | (171) | | | $ | 15 | | | $ | 495 | | | $ | 4.34 | |
| | | | | | | | | | | |
(a)For both the three and six months ended June 30, 2024 and 2023, the pre-tax impact represents costs primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. The following table summarizes the pre-tax impact of restructuring and integration charges on our consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (dollars in millions) |
Cost of services | $ | 1 | | | $ | — | | | $ | 14 | | | $ | 10 | |
Selling, general and administrative | 9 | | | 7 | | | 13 | | | 16 | |
| | | | | | | |
Operating income | $ | 10 | | | $ | 7 | | | $ | 27 | | | $ | 26 | |
| | | | | | | |
| | | | | | | |
(b)For the three and six months ended June 30, 2024, the pre-tax impact primarily represents a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions. For both the three and six months ended June 30, 2023, the pre-tax impact primarily represents the impairment of a corporate facility that was held for sale. The following table summarizes the pre-tax impact of these other items on our consolidated statements of operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (dollars in millions) |
Selling, general and administrative | $ | 1 | | | $ | 6 | | | $ | 1 | | | $ | 6 | |
Other operating expense, net | 3 | | | — | | | 6 | | | — | |
| | | | | | | |
Operating income | $ | 4 | | | $ | 6 | | | $ | 7 | | | $ | 6 | |
| | | | | | | |
| | | | | | | |
(c)For each of the three and six months ended June 30, 2024 and the six months ended June 30, 2023, the pre-tax impact represents gains and losses associated with changes in the carrying value of our strategic investments, recorded in equity in earnings of equity method investees, net of taxes.
(d)For restructuring and integration charges, gains and losses on investments, other items and amortization expense, income tax impacts, where recorded, were primarily calculated using combined statutory income tax rates of 25.5% for both 2024 and 2023.
3)The outlook for adjusted diluted EPS represents management’s estimates for the full year 2024 before the impact of special items. Further impacts to earnings related to special items may occur throughout 2024. Additionally, the amount of ETB is dependent upon employee stock option exercises and our stock price, which are difficult to predict. The following table reconciles our 2024 outlook for diluted EPS under GAAP to our outlook for adjusted diluted EPS:
| | | | | | | | | | | |
| Low | | High |
Diluted EPS | $ | 7.57 | | | $ | 7.77 | |
Restructuring and integration charges (a) | 0.30 | | | 0.30 | |
| | | |
| | | |
| | | |
Amortization expense (b) | 0.81 | | | 0.81 | |
Other (c) | 0.11 | | | 0.11 | |
Gains and losses on investments (d) | 0.05 | | | 0.05 | |
| | | |
ETB | (0.04) | | | (0.04) | |
Adjusted diluted EPS | $ | 8.80 | | | $ | 9.00 | |
(a)Represents estimated pre-tax charges of $45 million primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.
(b)Represents estimated pre-tax amortization expenses of $123 million. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.
(c)Represents estimated pre-tax losses of $13 million primarily associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions. No income tax benefits are recorded on the losses.
(d)Represents $9 million of pre-tax losses associated with changes in the carrying value of our strategic investments. Income tax impacts were calculated using a combined statutory income tax rate of 25.5%.
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