MADISON, N.J., Oct. 23, 2014 /PRNewswire/ --


    --  Revenues from continuing operations of $1.9 billion, up 6.5% versus
        prior year
    --  Adjusted diluted EPS from continuing operations of $1.10, up 7.8% versus
        prior year
    --  Reported diluted EPS from continuing operations of $0.88, compared to
        $2.66 in 2013, which included a net gain of $1.80 per diluted share from
        asset sales
    --  Full year 2014 revenues now expected to grow approximately 3.5%, versus
        2.5% to 3.5% previously
    --  Full year 2014 adjusted diluted EPS range narrowed to $4.03 to $4.07,
        from $4.00 to $4.10 previously

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Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today that for the third quarter ended September 30, 2014, adjusted income from continuing operations grew to $161 million, or $1.10 per diluted share, compared to $154 million, or $1.02 per diluted share, for 2013.

For the third quarter of 2014, reported income from continuing operations was $129 million, or $0.88 per diluted share. Income from continuing operations in the third quarter of 2014 was negatively impacted by $32 million after tax, or $0.22 per diluted share, primarily related to restructuring and integration costs associated with recent acquisitions and the company's ongoing efforts to drive operational excellence and simplify the organization.

Third quarter 2013 results were favorably impacted by the gain on the sale of Ibrutinib royalty rights of approximately $300 million after tax, or $1.97 per diluted share. In addition, reported income from continuing operations was negatively impacted by a loss on sale of the Enterix business of approximately $25 million after tax, or $0.17 per diluted share, as well as by $24 million after tax, or $0.16 per diluted share, of restructuring and integration costs. In the third quarter of 2013, reported income from continuing operations was $403 million, or $2.66 per diluted share.

Revenues from continuing operations were $1.9 billion for the third quarter, 6.5% higher than the prior year. Diagnostic information services revenues increased 7.1% compared to a year ago. Volume, measured by the number of requisitions, increased 7.8% versus the prior year. Acquisitions contributed approximately 7% to revenues in the quarter and reduced revenue per requisition by approximately 1%. Excluding the mix effect of acquisitions, revenue per requisition was slightly favorable versus the prior year, and improved sequentially from the second quarter of 2014.

For the third quarter of 2014, adjusted operating income from continuing operations grew 3.4% to $304 million, or 16.0% of revenues, compared to $294 million, or 16.5% of revenues, for 2013. For the third quarter of 2014, reported operating income from continuing operations was $256 million, or 13.4% of revenues. For the third quarter of 2013, reported operating income from continuing operations was $689 million, or 38.6% of revenues, and included the net pre-tax gain of $434 million on the asset sales.

Cash provided by operations was $271 million, compared to $186 million in the third quarter of 2013. Capital expenditures were $102 million in the third quarter of 2014.

"Quest Diagnostics grew revenues 6.5% and increased EPS 8% in the third quarter of 2014, as we continued to see improvements in underlying trends in pricing, volume and revenue," said Steve Rusckowski, President and CEO. "We continued to make progress executing our five-point strategy. Earnings benefitted from the Invigorate cost reduction initiative, as well as synergies from integrations of recent acquisitions. I am pleased with the progress we're making, and I look forward to sharing more on our views and outlook at our upcoming Investor Day."

Year-to-Date Performance

Revenues from continuing operations were $5.6 billion for the first nine months of 2014, an increase of 3.0% compared to the prior year. Adjusted income from continuing operations was $440 million, or $3.02 per diluted share, compared to $461 million, or $2.97 per diluted share, in 2013.

On a reported basis, income from continuing operations for the first nine months of 2014 was $366 million, or $2.51 per diluted share. In 2013, on a reported basis, including the net gain on the asset sales, income from continuing operations was $671 million, or $4.32 per diluted share.

Adjusted operating income from continuing operations for the first nine months of 2014 was $836 million, or 15.1% of revenues, compared to $873 million, or 16.2% of revenues, for 2013. On a reported basis, operating income from continuing operations was $726 million, or 13.1% of revenues, compared to $1.2 billion, or 22.4% of revenues, in 2013. Cash provided by operations was $635 million, compared to $442 million in the first nine months of 2013.

Outlook for 2014

For 2014, the company estimates results from continuing operations, before special items, as follows:


    --  Revenues expected to increase approximately 3.5% compared to the prior
        year, versus previous guidance of up 2.5% to 3.5%;
    --  Adjusted diluted EPS to be between $4.03 and $4.07, versus previous
        guidance of between $4.00 and $4.10;
    --  Cash provided by operations to approximate $900 million, unchanged; and
    --  Capital expenditures to approximate $300 million, unchanged

Note on Non-GAAP Financial Measures

As used in this press release, the term "adjusted" refers to the operating performance measures that exclude restructuring and integration charges, the gain on sale of Ibrutinib royalty rights, the loss on sale of the Enterix business and other charges. 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 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 888-566-0486 for domestic callers or 203-369-3611 for international callers. Telephone replays will be available from 10:30 a.m. Eastern Time today until midnight Eastern Time on November 20, 2014.

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 Wendy Bost (media) at 973-520-2800

TABLES FOLLOW




                                                                                                 Quest Diagnostics Incorporated and Subsidiaries

                                                                                                      Consolidated Statements of Operations

                                                                                         For the Three and Nine Months Ended September 30, 2014 and 2013

                                                                                               (in millions, except per share and percentage data)

                                                                                                                   (unaudited)


                                                                                                                             Three Months Ended September 30,       Nine Months Ended September 30,
                                                                                                                             --------------------------------       -------------------------------

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

    Net revenues                                                                                                                           $1,904                                    $1,788                 $5,552  $5,390


    Operating costs and expenses:

    Cost of services                                                                                                              1,178                        1,089                                 3,453    3,275

    Selling, general and administrative                                                                                             446                          423                                 1,301    1,289

    Amortization of intangible assets                                                                                                24                           20                                    71       59

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

    Other operating expense, net                                                                                                      -                          41                                     1       36
                                                                                                                                    ---                         ---                                   ---      ---

    Total operating costs and expenses                                                                                            1,648                        1,099                                 4,826    4,185
                                                                                                                                  -----                        -----                                 -----    -----


    Operating income                                                                                                                256                          689                                   726    1,205


    Other income (expense):

    Interest expense, net                                                                                                          (41)                        (40)                                (122)   (120)

    Equity in earnings of equity method investees                                                                                     7                            5                                    19       18

    Other (expense) income, net                                                                                                     (1)                           3                                     3        7

    Total non-operating expenses, net                                                                                              (35)                        (32)                                (100)    (95)
                                                                                                                                    ---                          ---                                  ----      ---


    Income from continuing operations before taxes                                                                                  221                          657                                   626    1,110

    Income tax expense                                                                                                               82                          245                                   234      413
                                                                                                                                    ---                          ---                                   ---      ---

    Income from continuing operations                                                                                               139                          412                                   392      697

    Income from discontinued operations, net of taxes                                                                                 -                           2                                     -      35
                                                                                                                                    ---                         ---                                   ---     ---

    Net income                                                                                                                      139                          414                                   392      732

    Less: Net income attributable to noncontrolling interests                                                                        10                            9                                    26       26

    Net income attributable to Quest Diagnostics                                                                                             $129                                      $405                   $366    $706
                                                                                                                                             ----                                      ----                   ----    ----



    Amounts attributable to Quest Diagnostics' common stockholders:

    Income from continuing operations                                                                                                        $129                                      $403                   $366    $671

    Income from discontinued operations, net of taxes                                                                                 -                           2                                     -      35

    Net income                                                                                                                               $129                                      $405                   $366    $706
                                                                                                                                             ----                                      ----                   ----    ----



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

    Income from continuing operations                                                                                                       $0.89                                     $2.68                  $2.52   $4.36

    Income from discontinued operations                                                                                               -                        0.02                                     -    0.23

    Net income                                                                                                                              $0.89                                     $2.70                  $2.52   $4.59
                                                                                                                                            -----                                     -----                  -----   -----



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

    Income from continuing operations                                                                                                       $0.88                                     $2.66                  $2.51   $4.32

    Income from discontinued operations                                                                                               -                        0.02                                     -    0.23

    Net income                                                                                                                              $0.88                                     $2.68                  $2.51   $4.55
                                                                                                                                            -----                                     -----                  -----   -----



    Weighted average common shares outstanding:

    Basic                                                                                                                           145                          150                                   144      153

    Diluted                                                                                                                         145                          151                                   145      155



    Operating income as a percentage of net revenues                                                                              13.4%                       38.6%                                13.1%   22.4%



                          Quest Diagnostics Incorporated and Subsidiaries

                                    Consolidated Balance Sheets

                             September 30, 2014 and December 31, 2013

                               (in millions, except per share data)

                                            (unaudited)


                                     September 30,                   December 31,
                                              2014                            2013
                                              ----                            ----

    Assets
    ------

    Current assets:

    Cash and
     cash
     equivalents                                              $170                            $187

    Accounts
     receivable,
     net                                       953                                      852

    Inventories                                111                                       91

    Deferred
     income
     taxes                                     165                                      148

    Prepaid
     expenses
     and
     other
     current
     assets                                    164                                      105

    Total
     current
     assets                                  1,563                                    1,383

    Property,
     plant and
     equipment,
     net                                       888                                      805

    Goodwill                                 6,026                                    5,649

     Intangible
     assets,
     net                                     1,095                                      896

    Other
     assets                                    229                                      215

    Total
     assets                                                 $9,801                          $8,948
                                                            ------                          ------


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

    Current liabilities:

    Accounts
     payable
     and
     accrued
     expenses                                               $1,058                            $920

    Short-
     term
     borrowings
     and
     current
     portion
     of long-
     term
     debt                                      132                                      212

    Total
     current
     liabilities                             1,190                                    1,132

    Long-
     term
     debt                                    3,732                                    3,120

    Other
     liabilities                               669                                      723

    Stockholders' equity:

    Quest Diagnostics
     stockholders'
     equity:

    Common
     stock,                           September       issued
     par                              30, 2014        at
     value                            and             September
     $0.01                            December        30, 2014
     per                              31,              and
     share;                           2013;           December
     600                              216              31,
     shares                           shares          2013,
     authorized                       and 215         respectively
     at both                                     2                                        2

     Additional
     paid-in
     capital                                 2,406                                    2,379

    Retained
     earnings                                5,581                                    5,358

     Accumulated
     other
     comprehensive
     loss                                     (15)                                     (8)

    Treasury
     stock,
     at cost;
     71
     shares
     at both
     September
     30, 2014
     and
     December
     31, 2013                              (3,792)                                 (3,783)
                                            ------                                   ------

    Total
     Quest
     Diagnostics
     stockholders'
     equity                                  4,182                                    3,948

     Noncontrolling
     interests                                  28                                       25
                                               ---                                      ---

    Total
     stockholders'
     equity                                  4,210                                    3,973

    Total
     liabilities
     and
     stockholders'
     equity                                                 $9,801                          $8,948
                                                            ------                          ------


                              Quest Diagnostics Incorporated and Subsidiaries

                                   Consolidated Statements of Cash Flows

                           For the Nine Months Ended September 30, 2014 and 2013

                                               (in millions)

                                                (unaudited)


                                               Nine Months Ended
                                                 September 30,

                                                2014                              2013
                                                ----                              ----

    Cash flows from
     operating activities:

    Net income                                           $392                          $732

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

    Depreciation
     and
     amortization                                235                               211

    Provision for
     doubtful
     accounts                                    224                               204

    Deferred
     income tax
     benefit                                    (21)                              (3)

    Stock-based
     compensation
     expense                                      38                                24

    Excess tax
     benefits
     from stock-
     based
     compensation
     arrangements                                  -                              (3)

    Gain on sale
     of royalty
     rights                                        -                            (474)

    Loss on sale
     of
     businesses,
     net                                           -                               17

    Other, net                                   (5)                              (1)

    Changes in operating
     assets and
     liabilities:

    Accounts
     receivable                                (260)                            (252)

    Accounts
     payable and
     accrued
     expenses                                     20                              (77)

    Income taxes
     payable                                      22                                77

    Other assets
     and
     liabilities,
     net                                        (10)                             (13)

    Net cash
     provided by
     operating
     activities                                  635                               442
                                                 ---                               ---


    Cash flows from
     investing activities:

    Business
     acquisitions,
     net of cash
     acquired                                  (725)                            (180)

    Proceeds from
     sale of
     businesses                                    -                              296

    Proceeds from
     sale of
     royalty
     rights                                        -                              474

    Capital
     expenditures                              (219)                            (155)

    Decrease
     (increase)
     in
     investments
     and other
     assets                                       10                               (2)

    Net cash
     (used in)
     provided by
     investing
     activities                                (934)                              433
                                                ----                               ---


    Cash flows from
     financing activities:

    Proceeds from
     borrowings                                1,953                               790

    Repayments of
     debt                                    (1,466)                            (757)

    Purchases of
     treasury
     stock                                      (82)                            (994)

    Exercise of
     stock
     options                                      55                                98

    Excess tax
     benefits
     from stock-
     based
     compensation
     arrangements                                  -                                3

    Dividends
     paid                                      (139)                            (141)

    Distributions
     to
     noncontrolling
     interests                                  (23)                             (21)

    Other
     financing
     activities,
     net                                        (16)                              (8)

    Net cash
     provided by
     (used in)
     financing
     activities                                  282                           (1,030)
                                                 ---                            ------


    Net change in
     cash and
     cash
     equivalents                                (17)                            (155)


    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                                              $170                          $158
                                                         ----                          ----


    Cash paid during the
     period for:

    Interest                                             $133                          $136

    Income taxes                                         $236                          $332


    Notes to Financial Tables


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


                                                                                                                                                                             Three Months Ended                        Nine Months Ended
                                                                                                                                                                                September 30,                            September 30,
                                                                                                                                                                                -------------                            -------------

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

                                                                                                                                                                                   (in millions, except per share data)

    Amounts attributable to Quest Diagnostics' common stockholders:

    Income from continuing operations                                                                                                                                                 $129                                      $403             $366   $671

    Income from discontinued operations, net of taxes                                                                                                                           -                            2                               -    35

    Net income attributable to Quest Diagnostics' common stockholders                                                                                                                 $129                                      $405             $366   $706
                                                                                                                                                                                      ----                                      ----             ----   ----


    Income from continuing operations                                                                                                                                                 $129                                      $403             $366   $671

    Less: Earnings allocated to participating securities                                                                                                                        1                             1                               2      2

    Earnings available to Quest Diagnostics' common stockholders - basic and diluted                                                                                                  $128                                      $402             $364   $669
                                                                                                                                                                                      ----                                      ----             ----   ----


    Weighted average common shares outstanding - basic                                                                                                                        145                           150                             144    153

    Effect of dilutive securities:

    Stock options and performance share units                                                                                                                                   -                            1                               1      2

    Weighted average common shares outstanding - diluted                                                                                                                      145                           151                             145    155
                                                                                                                                                                              ---                           ---                             ---    ---


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

    Income from continuing operations                                                                                                                                                $0.89                                     $2.68            $2.52  $4.36

    Income from discontinued operations                                                                                                                                         -                         0.02                               -  0.23

    Net income                                                                                                                                                                       $0.89                                     $2.70            $2.52  $4.59
                                                                                                                                                                                     -----                                     -----            -----  -----


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

    Income from continuing operations                                                                                                                                                $0.88                                     $2.66            $2.51  $4.32

    Income from discontinued operations                                                                                                                                         -                         0.02                               -  0.23

    Net income                                                                                                                                                                       $0.88                                     $2.68            $2.51  $4.55
                                                                                                                                                                                     -----                                     -----            -----  -----



    Earnings per common share are computed independently for each quarterly period. Therefore, the sum of quarterly earnings per common share will not equal earnings per common share for the nine months ended September 30, 2014 and 2013.


    2) Adjusted amounts for operating income, operating income as a percentage of net revenues, income from continuing operations attributable to Quest Diagnostics' stockholders, and diluted earnings per common share represent the Company's results before the impact of
     restructuring and integration charges, the gain on sale of Ibrutinib royalty rights, the loss on sale of the Enterix business, and other charges. 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 September 30, 2014

                                                                                                                                             (dollars in millions, except per share data)
                                                                                                                                              -------------------------------------------

                                                                                                                                                                 Restructuring
                                                                                                                                                                         and
                                                                                                                                                                    Integration
                                                                                                                                                                      Charges                  Other

                                                                                                                             As Reported                (a)                           (b)               As Adjusted
                                                                                                                             -----------                ---                           ---               -----------

    Operating income                                                                                                                         $256                                                  $40                                             $8                                $304

    Operating income as a % of net revenues                                                                                        13.4%                                    2.1%                                0.5%                          16.0%

    Income from continuing operations attributable to Quest                                                                                  $129                                                  $25                                             $7                                $161
        Diagnostics' stockholders (c)

    Diluted earnings per common share                                                                                                       $0.88                                                $0.17                                          $0.05                               $1.10



    (a)  Represents costs primarily associated with workforce reductions and professional fees incurred in connection with further restructuring and integrating our business ($14 million in cost of services, $25 million in selling, general and
          administrative expenses and $1 million in other operating expense, net).



    (b) Principally represents costs incurred related to legal matters.



    (c) For the restructuring, integration and other charges, income tax benefits, where recorded, were calculated using a
         combined federal and state rate of 38.2%.


                                                                            Nine Months Ended September 30, 2014

                                                                        (dollars in millions, except per share data)
                                                                         -------------------------------------------

                                                                                              Restructuring
                                                                                                     and
                                                                                                Integration
                                                                                                  Charges             Other

                                                            As Reported             (d)                           (e)         As Adjusted
                                                            -----------             ---                           ---         -----------

    Operating income                                                     $726                                             $91                  $19  $836

    Operating income as a % of net revenues                       13.1%                                 1.6%                          0.4% 15.1%

    Income from continuing operations attributable to Quest              $366                                             $59                  $15  $440
       Diagnostics' stockholders (f)

    Diluted earnings per common share                                   $2.51                                           $0.41                $0.10 $3.02



    (d)  Represents costs primarily associated with workforce reductions and professional fees incurred in connection with further restructuring and integrating our business ($37 million in cost of services, $53 million in selling, general and
          administrative expenses and $1 million in other operating expense, net).



    (e) Principally represents costs incurred related to legal matters.



    (f) For the restructuring, integration and other charges, income tax benefits, where recorded, were calculated using a
         combined federal and state rate of 38.2%.


                                                                      Three Months Ended September 30, 2013

                                                                   (dollars in millions, except per share data)

                                                                      Gain on Sale of                  Restructuring      Loss on Sale of
                                                                                                                              Enterix
                                                                         Ibrutinib                           and
                                                                      Royalty Rights                    Integration
                                                                                                          Charges

                                            As Reported        (g)                          (h)                                           As Adjusted
                                            -----------        ---                          ---                                           -----------

    Operating income                                      $689                                                $(474)                               $39         $40  $294

    Operating income as a % of net revenues        38.6%                     (26.5)%                                 2.2%                        2.2%  16.5%

    Income from continuing operations                     $403                                                $(298)                               $24         $25  $154
       attributable to Quest Diagnostics'
       stockholders (i)

    Diluted earnings per common share                    $2.66                                               $(1.97)                             $0.16       $0.17 $1.02



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



    (h)  Represents costs primarily associated with workforce reductions and professional fees incurred in connection with further restructuring and integrating our business ($11 million in cost of services and $28 million in selling,
          general and administrative expenses).



    (i)  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 loss on sale of Enterix, income tax benefits
          were calculated using combined federal and state rates of 38.4% and 35.9%, respectively.



                                                                        Nine Months Ended September 30, 2013

                                                                    (dollars in millions, except per share data)
                                                                     -------------------------------------------

                                                                          Gain on Sale                  Restructuring and       Loss on Sale
                                                                          of Ibrutinib                      Integration
                                                                                                             Charges           of Enterix
                                                                            Royalty
                                                                             Rights

                                            As Reported         (j)                          (k)                                             As Adjusted
                                            -----------         ---                          ---                                             -----------

    Operating income                                     $1,205                                                    $(474)                            $102         $40  $873

    Operating income as a % of net revenues        22.4%                       (8.8)%                                     1.9%                      0.7%  16.2%

    Income from continuing operations                      $671                                                    $(298)                             $63         $25  $461
       attributable to Quest Diagnostics'
       stockholders (l)

    Diluted earnings per common share                     $4.32                                                   $(1.92)                           $0.41       $0.16 $2.97



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



    (k)  Represents costs primarily associated with workforce reductions and professional fees incurred in connection with further restructuring and integrating our business ($36 million in cost of services and $66 million in selling,
          general and administrative expenses).



    (l)  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 loss on sale of Enterix, income tax benefits
          were calculated using combined federal and state rates of 38.4% and 35.9%, respectively.

3) For both the three and nine months ended September 30, 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 three and nine months ended September 30, 2013, income tax expense includes $176 million associated with the gain on sale of royalty rights.

4) Other operating expense, net includes miscellaneous income and expense items related to operating activities. For the three and nine months ended September 30, 2013, other operating expense, net includes the pre-tax loss on sale of Enterix of $40 million. In addition, other operating expense, net, for the nine months ended September 30, 2013, includes a gain of $6 million resulting from consideration associated with certain non-compete agreements.

5) Other (expense) 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 September 30, 2014 and 2013, other (expense) income, net includes (losses)/gains of $(1) million and $3 million, respectively, associated with investments held in trusts pursuant to our supplemental deferred compensation plans. Other (expense) income, net for the nine months ended September 30, 2014 and 2013, includes gains of $3 million and $6 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 from discontinued operations, net of taxes, for the nine months ended September 30, 2013, include a gain of $14 million associated with the sale of HemoCue. In addition, income from discontinued operations, net of taxes for the nine months ended September 30, 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 September 30, 2014, the Company repurchased 0.4 million shares of its common stock at an average price of $62.03 per share for $25 million. For the nine months ended September 30, 2014, the Company repurchased 1.5 million shares of its common stock at an average price of $56.84 per share for $82 million. At September 30, 2014, $746 million remained available under the Company's share repurchase authorizations.

8) The outlook for adjusted diluted earnings per common share represents management's estimates for the full year 2014 before the impact of restructuring, integration and other charges. 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 and is on a basis consistent with previous estimates of diluted earnings per common share. Adjusted diluted earnings per common share 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 2014 diluted earnings per common share outlook, on an adjusted basis, to the corresponding amount determined under accounting principles generally accepted in the United States. The outlook, on an adjusted basis, excludes the impact of restructuring, integration and other charges.


              Outlook for 2014 Before Special Items
              -------------------------------------

                                                    Restructuring       Other
                                                         and
                                                     Integration
                                                       Charges

                      As Reported                       (a)             (b)         As Adjusted
                      -----------                       ---             ---         -----------

     Diluted
     earnings
       per
      common
      share                 $3.52 - $3.56                         $0.41       $0.10         $4.03 - $4.07



    (a) Represents pre-tax costs of $91
         million primarily associated
         with workforce reductions and
         professional fees incurred in
         connection with further
         restructuring and integrating
         our business.



    (b) Represents pre-tax costs of $19
         million principally related to
         legal matters.

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SOURCE Quest Diagnostics Incorporated