MADISON, N.J., Jan. 29, 2015 /PRNewswire/ --


    --  Fourth quarter revenues from continuing operations of $1.9 billion, up
        7.2% versus prior year
    --  Adjusted diluted EPS from continuing operations of $1.08, up 4.9% versus
        prior year
    --  Reported diluted EPS from continuing operations of $1.26, up 30% versus
        prior year
    --  Dividend increased 15% to $0.38 per quarter
    --  Full year 2015 revenues to grow 2% to 3%
    --  Full year 2015 adjusted diluted EPS excluding amortization expense
        expected to be between $4.70 and $4.85

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Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today that for the fourth quarter ended December 31, 2014, adjusted income from continuing operations grew to $158 million, or $1.08 per diluted share, compared to $151 million, or $1.03 per diluted share, for 2013.

For the fourth quarter of 2014, reported income from continuing operations was $185 million, or $1.26 per diluted share. Income from continuing operations in the fourth quarter of 2014 benefited from the favorable resolution of tax contingencies of $44 million, or $0.30 per diluted share. This benefit was partially offset by $17 million, or $0.12 per diluted share, of charges primarily related to restructuring and integration costs and ongoing efforts to drive operational excellence. In the fourth quarter of 2013, reported income from continuing operations was $143 million, or $0.97 per diluted share.

Revenues from continuing operations were $1.9 billion for the fourth quarter of 2014, 7.2% higher than the prior year. Organic revenues from continuing operations increased for the fourth quarter by 0.6% compared to the prior year. Diagnostic information services revenues increased 7.1% compared to a year ago; volume, measured by the number of requisitions, increased 8.8% versus a year ago; and revenue per requisition was 1.5% lower than a year ago. Excluding acquisitions, revenue per requisition for diagnostic information services was essentially unchanged from a year ago.

For the fourth quarter of 2014, adjusted operating income from continuing operations grew modestly to $283 million, or 15.0% of revenues, compared to $282 million, or 16.1% of revenues, for the fourth quarter of 2013. For the fourth quarter of 2014, reported operating income from continuing operations was $257 million, or 13.7% of revenues, compared to $270 million, or 15.3% of revenues in the fourth quarter of 2013. Cash provided by operations was $303 million in the fourth quarter of 2014.

"We ended 2014 strong, and in the fourth quarter generated growth in revenues and EPS," said Steve Rusckowski, President and CEO. "The 2015 outlook we are providing today is based on our expectations for strengthening operational performance and an improving business environment. Further, based on our ability to continue to generate strong cash flow, today we are announcing the fourth increase in our dividend since 2011."

Full Year 2014 Performance

Revenues from continuing operations were $7.4 billion for the full year 2014, an increase of 4% compared to the prior year. Adjusted income from continuing operations was $598 million, or $4.10 per diluted share, compared to $612 million, or $4.00 per diluted share, in 2013.

Reported income from continuing operations for the full year 2014 was $551 million, or $3.78 per diluted share. In 2013, reported income from continuing operations was $814 million, or $5.31 per diluted share, including a gain of approximately $300 million on the sale of ibrutinib royalty rights.

Adjusted operating income from continuing operations for the full year 2014 was $1.1 billion, or 15.0% of revenues, compared to $1.2 billion, or 16.2% of revenues, for 2013. Reported operating income from continuing operations was $983 million, or 13.2% of revenues, compared to $1.5 billion, or 20.6% of revenues, in 2013. Cash from operations was $938 million for the full year 2014. Capital expenditures for 2014 were $308 million.

Dividend Increased

Quest Diagnostics' Board of Directors authorized a 15% increase in its quarterly dividend from $0.33 to $0.38 per share, or $1.52 per share annually, payable on April 22, 2015, to shareholders of record of Quest Diagnostics common stock on April 8, 2015.

Outlook for Full Year 2015

At its November 5, 2014 Investor Day the company indicated it would begin to present adjusted diluted EPS excluding amortization expense, which the company believes provides investors with better insight into its underlying operating performance. As a result, the company's presentation of 2015 adjusted diluted EPS guidance described below excludes the impact of special items and amortization expense. For the full year 2014, adjusted diluted EPS excluding amortization expense was $4.50.

For 2015, the company estimates results from continuing operations, before special items as follows:


    --  Revenues to increase approximately 2% to 3%, compared to 2014;
    --  Adjusted diluted EPS excluding amortization expense to be between $4.70
        and $4.85;
    --  Cash provided by operations to approximate $850 million; and
    --  Capital expenditures to approximate $300 million

Note on Non-GAAP Financial Measures

As used in this press release, for the purpose of earnings the term "adjusted" refers to the operating performance measures that exclude the gain on sale of ibrutinib royalty rights, restructuring and integration charges, favorable resolution of tax contingencies, loss on sale of the Enterix business and other items. For 2015 guidance and the presentation of 2014 full year results, adjusted diluted EPS excluding amortization expense represents the Company's results before the impact of special items and amortization expense. Adjusted measures are presented because management believes those measures are useful adjuncts to reported results under accounting principles generally accepted in the United States. Adjusted measures should not be considered as an alternative to the corresponding measures determined under accounting principles generally accepted in the United States.

The attached tables include reconciliations of adjusted operating performance measures to measures reported under accounting principles generally accepted in the United States.

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 also be accessed in listen-only mode by dialing 415-228-4961, passcode 3214469. The company suggests participants dial in approximately 10 minutes before the call. A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or by phone at 866-498-3465 for domestic callers or 203-369-1791 for international callers. Telephone replays will be available from approximately 10:30 a.m. Eastern Time today until midnight Eastern Time on March 1, 2015.

Anyone listening to the call is encouraged to read the company's periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

About Quest Diagnostics

Quest Diagnostics is the world's leading provider of diagnostic information services needed to make better healthcare decisions. The company offers the broadest access to diagnostic testing services through its network of laboratories and patient service centers, and provides interpretive consultation through its extensive medical and scientific staff. Quest Diagnostics is a pioneer in developing innovative diagnostic tests and advanced healthcare information technology solutions that help improve patient care. Additional company information is available at QuestDiagnostics.com.

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect 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, changes in government regulations, changing relationships with customers, payers, suppliers or strategic partners and other factors discussed in the Company's most recently filed Annual Report on Form 10-K and in any of the Company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the "Business," "Risk Factors," "Cautionary Factors that May Affect Future Results" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of those reports. This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.

Contacts: Dan Haemmerle (investors) at 973-520-2900 and Dennis Moynihan (media) at 973-520-2800

TABLES FOLLOW





                                                                                                  Quest Diagnostics Incorporated and Subsidiaries

                                                                                                       Consolidated Statements of Operations

                                                                                         For the Three and Twelve Months Ended December 31, 2014 and 2013

                                                                                                       (in millions, except per share data)

                                                                                                                    (unaudited)



                                                                                                                        Three Months Ended                       Twelve Months Ended
                                                                                                                           December 31,                             December 31,
                                                                                                                           ------------                             ------------

                                                                                                                         2014                               2013                         2014     2013
                                                                                                                         ----                               ----                         ----     ----

    Net revenues                                                                                                                 $1,883                                        $1,756          $7,435  $7,146


    Operating costs and expenses:

    Cost of services                                                                                                    1,184                              1,051                        4,637    4,326

    Selling, general and administrative                                                                                   427                                415                        1,728    1,704

    Amortization of intangible assets                                                                                      23                                 20                           94       79

    Gain on sale of royalty rights                                                                                          -                                 -                           -   (474)

    Other operating (income) expense, net                                                                                 (8)                                 -                         (7)      36
                                                                                                                          ---                                ---                         ---      ---

    Total operating costs and expenses                                                                                  1,626                              1,486                        6,452    5,671
                                                                                                                        -----                              -----                        -----    -----


    Operating income                                                                                                      257                                270                          983    1,475


    Other income (expense):

    Interest expense, net                                                                                                (42)                              (39)                       (164)   (159)

    Equity in earnings of equity method investees                                                                           7                                  6                           26       24

    Other income, net                                                                                                       1                                  1                            4        8

    Total non-operating expenses, net                                                                                    (34)                              (32)                       (134)   (127)
                                                                                                                          ---                                ---                         ----     ----


    Income from continuing operations before taxes                                                                        223                                238                          849    1,348

    Income tax expense                                                                                                     28                                 87                          262      500
                                                                                                                          ---                                ---                          ---      ---

    Income from continuing operations                                                                                     195                                151                          587      848

    Income (loss) from discontinued operations, net of taxes                                                                5                                  -                           5       35
                                                                                                                          ---                                ---                         ---      ---

    Net income                                                                                                            200                                151                          592      883

    Less: Net income attributable to noncontrolling interests                                                              10                                  8                           36       34

    Net income attributable to Quest Diagnostics                                                                                   $190                                          $143            $556    $849
                                                                                                                                   ----                                          ----            ----    ----



    Amounts attributable to Quest Diagnostics' common stockholders:

    Income from continuing operations                                                                                              $185                                          $143            $551    $814

    Income (loss) from discontinued operations, net of taxes                                                                5                                  -                           5       35

    Net income                                                                                                                     $190                                          $143            $556    $849
                                                                                                                                   ----                                          ----            ----    ----



    Earnings per share attributable to Quest Diagnostics' common stockholders - basic:

    Income from continuing operations                                                                                             $1.27                                         $0.98           $3.80   $5.35

    Income (loss) from discontinued operations                                                                           0.03                             (0.01)                        0.03     0.23

    Net income                                                                                                                    $1.30                                         $0.97           $3.83   $5.58
                                                                                                                                  -----                                         -----           -----   -----



    Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:

    Income from continuing operations                                                                                             $1.26                                         $0.97           $3.78   $5.31

    Income (loss) from discontinued operations                                                                           0.03                                  -                        0.03     0.23

    Net income                                                                                                                    $1.29                                         $0.97           $3.81   $5.54
                                                                                                                                  -----                                         -----           -----   -----



    Weighted average common shares outstanding:

    Basic                                                                                                                 145                                146                          145      152

    Diluted                                                                                                               146                                146                          145      153




                          Quest Diagnostics Incorporated and Subsidiaries

                                    Consolidated Balance Sheets

                                     December 31, 2014 and 2013

                                (in millions, except per share data)

                                            (unaudited)



                                        December 31,                December 31,
                                             2014                        2013
                                       -------------                -------------

    Assets
    ------

    Current assets:

    Cash and
     cash
     equivalents                                            $192                             $187

    Accounts
     receivable,
     net                                         932                                   852

    Inventories                                  110                                    91

    Deferred
     income
     taxes                                       169                                   148

    Prepaid
     expenses
     and
     other
     current
     assets                                      200                                   105

    Total
     current
     assets                                    1,603                                 1,383

    Property,
     plant and
     equipment,
     net                                         933                                   805

    Goodwill                                   6,032                                 5,649

     Intangible
     assets,
     net                                       1,071                                   896

    Other
     assets                                      238                                   215

    Total
     assets                                               $9,877                           $8,948
                                                          ------                           ------


    Liabilities and
     Stockholders' Equity
    ---------------------

    Current liabilities:

    Accounts
     payable
     and
     accrued
     expenses                                             $1,191                             $920

    Current
     portion
     of long-
     term
     debt                                        518                                   212

    Total
     current
     liabilities                               1,709                                 1,132

    Long-
     term
     debt                                      3,244                                 3,120

    Other
     liabilities                                 594                                   723

    Stockholders' equity:

    Quest Diagnostics
     stockholders'
     equity:

    Common
     stock,                             December        and 2013
     par                                31, 2014
     value                              and
     $0.01                              2013;
     per                                215
     share;                             shares
     600                                issued
     shares                             at both
     authorized                         December
     at both                                       2                                     2

     Additional
     paid-in
     capital                                   2,418                                 2,379

    Retained
     earnings                                  5,723                                 5,358

     Accumulated
     other
     comprehensive
     loss                                       (27)                                  (8)

    Treasury
     stock,
     at cost;
     71
     shares
     at both
     December
     31, 2014
     and 2013                                (3,815)                              (3,783)
                                              ------                                ------

    Total
     Quest
     Diagnostics
     stockholders'
     equity                                    4,301                                 3,948

     Noncontrolling
     interests                                    29                                    25
                                                 ---                                   ---

    Total
     stockholders'
     equity                                    4,330                                 3,973

    Total
     liabilities
     and
     stockholders'
     equity                                               $9,877                           $8,948
                                                          ------                           ------


                             Quest Diagnostics Incorporated and Subsidiaries

                                  Consolidated Statements of Cash Flows

                          For the Twelve Months Ended December 31, 2014 and 2013

                                              (in millions)

                                               (unaudited)



                                             Twelve Months Ended
                                                 December 31,
                                                 ------------

                                               2014                              2013
                                               ----                              ----

    Cash flows from operating
     activities:

    Net income                                          $592                          $883

    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities:

    Depreciation and
     amortization                               314                               283

    Provision for
     doubtful
     accounts                                   296                               270

    Deferred income
     tax provision                               23                                19

    Stock-based
     compensation
     expense                                     51                                28

    Excess tax
     benefits from
     stock-based
     compensation
     arrangements                                 -                              (4)

    Gain on sale of
     royalty rights                               -                            (474)

    Asset impairment
     and loss on
     sale of
     businesses, net                              -                               17

    Other, net                                 (12)                                2

    Changes in operating
     assets and liabilities:

    Accounts
     receivable                               (312)                            (247)

    Accounts payable
     and accrued
     expenses                                    68                              (21)

    Income taxes
     payable                                   (84)                             (93)

    Other assets and
     liabilities,
     net                                          2                              (11)

    Net cash
     provided by
     operating
     activities                                 938                               652
                                                ---                               ---

    Cash flows from investing
     activities:

    Business
     acquisitions,
     net of cash
     acquired                                 (728)                            (213)

    Proceeds from
     sale of
     businesses                                   -                              296

    Proceeds from
     sale of royalty
     rights                                       -                              474

    Capital
     expenditures                             (308)                            (231)

    Decrease in
     investments and
     other assets                                11                                 2

    Net cash (used
     in) provided by
     investing
     activities                             (1,025)                              328
                                             ------                               ---

    Cash flows from financing
     activities:

    Proceeds from
     borrowings                               2,018                               896

    Repayments of
     debt                                   (1,647)                            (900)

    Purchases of
     treasury stock                           (132)                          (1,037)

    Exercise of
     stock options                               78                               138

    Excess tax
     benefits from
     stock-based
     compensation
     arrangements                                 -                                4

    Dividends paid                            (187)                            (185)

    Distributions to
     noncontrolling
     interests                                 (31)                             (32)

    Other financing
     activities, net                            (7)                               10

    Net cash
     provided by
     (used in)
     financing
     activities                                  92                           (1,106)
                                                ---                            ------

    Net change in
     cash and cash
     equivalents                                  5                             (126)

    Change in cash
     and cash
     equivalents
     included in
     assets held for
     sale                                         -                               17

    Cash and cash
     equivalents,
     beginning of
     period                                     187                               296
                                                ---                               ---

    Cash and cash
     equivalents,
     end of period                                      $192                          $187
                                                        ----                          ----


    Cash paid during the
     period for:

    Interest                                            $170                          $167

    Income taxes                                        $327                          $568


    Notes to Financial Tables

    1) The computation of basic
     and diluted earnings per
     common share is as follows:


                                                                                          Three Months Ended                           Twelve Months Ended
                                                                                             December 31,                                  December 31,
                                                                                             ------------                                  ------------

                                                                                         2014                              2013                             2014   2013
                                                                                         ----                              ----                             ----   ----

                                                                                                      (in millions, except per share data)

    Amounts attributable to Quest Diagnostics' common stockholders:

    Income from continuing operations                                                             $185                                           $143             $551   $814

    Income (loss) from discontinued operations, net of taxes                                5                                 -                               5     35

    Net income available to common stockholders                                                   $190                                           $143             $556   $849
                                                                                                  ----                                           ----             ----   ----


    Income from continuing operations                                                             $185                                           $143             $551   $814

    Less: Earnings allocated to participating securities                                    -                                1                                2      3

    Earnings available to Quest Diagnostics' common stockholders - basic and diluted              $185                                           $142             $549   $811
                                                                                                  ----                                           ----             ----   ----


    Weighted average common shares outstanding - basic                                    145                               146                              145    152

    Effect of dilutive securities:

    Stock options and performance share units                                               1                                 -                               -     1

    Weighted average common shares outstanding - diluted                                  146                               146                              145    153
                                                                                          ---                               ---                              ---    ---


    Earnings per share attributable to Quest Diagnostics' common stockholders - basic:

    Income from continuing operations                                                            $1.27                                          $0.98            $3.80  $5.35

    Income (loss) from discontinued operations                                           0.03                            (0.01)                            0.03   0.23

    Net income                                                                                   $1.30                                          $0.97            $3.83  $5.58
                                                                                                 -----                                          -----            -----  -----


    Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:

    Income from continuing operations                                                            $1.26                                          $0.97            $3.78  $5.31

    Income (loss) from discontinued operations                                           0.03                                 -                            0.03   0.23

    Net income                                                                                   $1.29                                          $0.97            $3.81  $5.54
                                                                                                 -----                                          -----            -----  -----


    Earnings per common share are
     computed independently for each
     quarterly period.  Therefore,
     the sum of quarterly earnings
     per common share may not equal
     earnings per common share for
     the twelve months ended December
     31, 2014 and 2013.


    2)       Adjusted amounts for
     operating income, income from
     continuing operations
     attributable to Quest
     Diagnostics' stockholders, and
     diluted EPS represent the
     Company's results before the
     impact of the gain on sale of
     ibrutinib royalty rights,
     restructuring and integration
     charges, favorable resolution of
     tax contingencies, loss on sale
     of the Enterix business and
     other.  Adjusted diluted EPS
     excluding amortization expense
     represents the Company's results
     before the impact of special
     items and amortization expense.
     Adjusted measures are presented
     because management believes those
     measures are useful adjuncts to
     reported results under accounting
     principles generally accepted in
     the United States when comparing
     results of operations from period
     to period.  Adjusted measures
     should not be considered as an
     alternative to the corresponding
     measures determined under
     accounting principles generally
     accepted in the United States.
     The following tables reconcile
     reported results to adjusted
     results:


                                                                            Three Months Ended                             Twelve Months Ended
                                                                               December 31,                                    December 31,
                                                                               ------------                                    ------------

                                                                           2014                               2013                                 2014      2013
                                                                           ----                               ----                                 ----      ----

                                                                                     (dollars in millions, except per share data)

    Adjusted operating income:
    --------------------------

    Operating income                                                                $257                                            $270                    $983  $1,475

    Gain on sale of ibrutinib royalty rights (a)                              -                                 -                                   -    (474)

    Restructuring and integration charges (b)                                30                                 12                                  121       115

    Loss on sale of Enterix                                                   -                                 -                                   -       40

    Other (c)                                                               (4)                                 -                                  15         -


    Adjusted operating income                                                       $283                                            $282                  $1,119  $1,156
                                                                                    ----                                            ----                  ------  ------


    Adjusted operating income as a percentage of net revenues:
    ----------------------------------------------------------

    Operating income as a percentage of net revenues                      13.7%                             15.3%                               13.2%    20.6%

    Gain on sale of ibrutinib royalty rights (a)                              -                                 -                                   -    (6.6)

    Restructuring and integration charges (b)                               1.5                                0.8                                  1.6       1.6

    Loss on sale of Enterix                                                   -                                 -                                   -      0.6

    Other (c)                                                             (0.2)                                 -                                 0.2         -


    Adjusted operating income as a percentage of net revenues             15.0%                             16.1%                               15.0%    16.2%
                                                                           ----                               ----                                 ----      ----


    Adjusted income from continuing operations:
    -------------------------------------------

    Income from continuing operations attributable to Quest Diagnostics'
     stockholders                                                                   $185                                            $143                    $551    $814

    Gain on sale of ibrutinib royalty rights (d)                              -                                 -                                   -    (298)

    Restructuring and integration charges (d)                                18                                  8                                   77        71

    Favorable resolution of tax contingencies                              (44)                                 -                                (44)        -

    Loss on sale of Enterix (d)                                               -                                 -                                   -       25

    Other (d)                                                               (1)                                 -                                  14         -


    Adjusted income from continuing operations                                      $158                                            $151                    $598    $612
                                                                                    ----                                            ----                    ----    ----


    Adjusted diluted EPS:
    ---------------------

    Diluted earnings per common share                                              $1.26                                           $0.97                   $3.78   $5.31

    Gain on sale of ibrutinib royalty rights (a)                              -                                 -                                   -   (1.95)

    Restructuring and integration charges (b)                              0.13                               0.06                                 0.53      0.47

    Favorable resolution of tax contingencies                            (0.30)                                 -                              (0.30)        -

    Loss on sale of Enterix                                                   -                                 -                                   -     0.17

    Other (c)                                                            (0.01)                                 -                                0.09         -


    Adjusted diluted EPS                                                   1.08                               1.03                                 4.10      4.00

    Amortization expense (e)                                               0.10                               0.08                                 0.40      0.32


    Adjusted diluted EPS excluding amortization expense                            $1.18                                           $1.11                   $4.50   $4.32
                                                                                   -----                                           -----                   -----   -----


    (a)                      Represents the gain, net of
                             transaction costs, associated
                             with the sale of the Company's
                             ibrutinib royalty rights.


    (b)                      Represents costs primarily
                             associated with workforce
                             reductions and professional
                             fees incurred in connection
                             with further restructuring and
                             integrating our business.


     (c)                     For the three months ended
                             December 31, 2014, represents a
                             gain of $9 million associated
                             with a decrease in the fair
                             value of the contingent
                             consideration accrual
                             associated with the Summit
                             Health acquisition, partially
                             offset by costs incurred
                             related to legal matters. For
                             the twelve months ended
                             December 31, 2014, represents
                             costs incurred related to legal
                             matters, partially offset by a
                             gain of $9 million associated
                             with a decrease in the fair
                             value of the contingent
                             consideration accrual
                             associated with the Summit
                             Health acquisition.


    (d)                      For the gain on sale of
                             ibrutinib royalty rights,
                             income tax expense was
                             calculated using a combined
                             federal and state rate of
                             37.1%.  For the restructuring
                             and integration charges and
                             other, income tax impacts,
                             where recorded, were calculated
                             using a combined federal and
                             state rate of 38.2%.  For the
                             loss on sale of Enterix, income
                             tax benefits were calculated
                             using combined federal and
                             state rates of 35.9%.


    (e)                      Represents the impact of
                             amortization expense, net of
                             the estimated tax benefit, on
                             diluted EPS. The income tax
                             benefit was calculated using a
                             combined federal and state rate
                             of 38.2%.


    3)       For the twelve months
     ended December 31, 2013, gain on
     sale of royalty rights represents
     the sale of the Company's
     ibrutinib royalty rights for $474
     million, net of transaction costs.
      For the twelve months ended
      December 31, 2013, income tax
     expense includes $176 million
     associated with the gain on sale
     of royalty rights.


    4)       Other operating (income)
     expense, net includes
     miscellaneous income and expense
     items related to operating
     activities.  For the three and
     twelve months ended December 31,
     2014, other operating (income)
     expense, net includes a gain of $9
     million associated with a decrease
     in the fair value of the
     contingent consideration accrual
     associated with the Summit Health
     acquisition.  For the twelve
     months ended December 31, 2013,
     other operating (income) expense,
     net includes the pre-tax loss on
     sale of Enterix of $40 million.
     In addition, other operating
     (income) expense, net, for the
     twelve months ended December 31,
     2013, includes a gain of $6
     million resulting from
     consideration associated with
     certain non-compete agreements.


    5)       Other income, net
     represents miscellaneous income
     and expense items related to non-
     operating activities, such as
     gains and losses associated with
     investments and other non-
     operating assets. For the three
     months ended December 31, 2014 and
     2013, other income, net includes
     gains of $2 million and $4
     million, respectively, associated
     with investments held in trusts
     pursuant to our supplemental
     deferred compensation plans.
     Other income, net for the twelve
     months ended December 31, 2014 and
     2013, includes gains of $4 million
     and $10 million, respectively,
     associated with investments held
     in trusts pursuant to our
     supplemental deferred compensation
     plans.


    6)       On April 9, 2013, the
     Company completed the sale of its
     HemoCue diagnostic products
     business.  As a result, income
     (loss) from discontinued
     operations, net of taxes, for the
     twelve months ended December 31,
     2013, includes a gain of $14
     million (including foreign
     currency translation adjustments,
     partially offset by income tax
     expense and transaction costs)
     associated with the sale of
     HemoCue.  In addition, income
     (loss) from discontinued
     operations, net of taxes for the
     twelve months ended December 31,
     2013, includes discrete tax
     benefits of $20 million associated
     with favorable resolution of
     certain tax contingencies related
     to our NID business, which was
     wound down in 2006.


    7)       For the three months ended
     December 31, 2014, the Company
     repurchased 0.8 million shares of
     its common stock at an average
     price of $64.44 per share for a
     total of $50 million.  For the
     twelve months ended December 31,
     2014, the Company repurchased 2.2
     million shares of its common stock
     at an average price of $59.49 per
     share for a total of $132 million.
      At December 31, 2014, $696
      million remained available under
     the Company's share repurchase
     authorizations.


    8)       The outlook for adjusted
     diluted EPS excluding amortization
     expense represents management's
     estimates for the full year 2015
     before the impact of special items
     and amortization expense. This
     measure is presented because
     management believes it is a useful
     adjunct to the corresponding
     amount determined under accounting
     principles generally accepted in
     the United States since it is
     meaningful to evaluate the
     Company's ongoing operating
     performance. Adjusted diluted EPS
     excluding amortization expense is
     not a measure of financial
     performance under accounting
     principles generally accepted in
     the United States and should not
     be considered as an alternative to
     the corresponding amount
     determined under accounting
     principles generally accepted in
     the United States.


    The following table reconciles our 2015 outlook for adjusted diluted
     EPS excluding amortization expense to the corresponding amount
     determined under accounting principles generally accepted in the
     United States.

                                         Low                High
                                         ---                ----

     Diluted
     earnings
     per
     common
     share                                        $4.34                       $4.49

     Amortization
     expense,
     net
     of
     tax
     (a)                                  0.36                           0.36
                                          ----                           ----


     Adjusted
     diluted
     EPS
     excluding
     amortization
     expense                                      $4.70                       $4.85
                                                  -----                       -----



    (a)                      Represents the impact of
                             amortization expense, estimated
                             at approximately $85 million or
                             $52 million, net of an estimated
                             tax benefit, on diluted earnings
                             per common share.

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SOURCE Quest Diagnostics Incorporated