SECAUCUS, N.J., Oct. 19, 2017 /PRNewswire/ -- Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today financial results for the third quarter ended September 30, 2017.

"We delivered another strong quarter of revenue growth in spite of weather challenges, completed two previously announced acquisitions, and agreed to purchase Shiel Medical Laboratory," said Steve Rusckowski, Chairman, President and CEO. "Yesterday we also announced a strategic relationship with Cleveland Clinic that includes the acquisition of Cleveland HeartLab. Our two-point strategy of accelerating growth and driving operational excellence is producing results. Our updated guidance for full year 2017 primarily reflects the impact of hurricanes in the third quarter which impacted geographies where we have a large presence as well as recently closed acquisitions."

In the third quarter the Centers for Medicare and Medicaid Services (CMS) published its draft Clinical Laboratory Fee Schedule for 2018 as mandated by the Protecting Access to Medicare Act (PAMA).

"We continue to urge CMS to delay the implementation of PAMA to take the time to get it right," said Mr. Rusckowski. "The preliminary rates that CMS released are not "market based" rates as Congress intended. Under the proposed fee schedule, less than 1% of all laboratories submitted data, and the vast majority of hospital and physician office laboratories were prohibited from reporting their rates, yet more than half of Medicare beneficiaries get their laboratory services in these settings. Instead of protecting access to essential laboratory testing, this flawed approach could greatly compromise Medicare beneficiaries' access to testing. Along with our trade association, we are exploring every option to ensure that Medicare beneficiaries have access to vital diagnostic information services."

Mr. Rusckowski continued, "In whatever form CMS might implement PAMA, we remain confident in our ability to meet the long-term commitments outlined at our 2016 Investor Day."



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

                                              2017                   2016                  Change                     2017                   2016       Change
                                              ----                   ----                  ------                     ----                   ----       ------

                                                                             (dollars in millions, except per share data)

    Reported:
    ---------

    Net revenues (a) (c)                             $1,931                                           $1,885                                2.4%                     $5,773           $5,654    2.1%

    Diagnostic Information Services revenues         $1,850                                           $1,800                                2.8%                     $5,517           $5,365    2.8%

    Revenue per requisition                                                                  1.2%                                                               0.5%

    Requisition volume                                                                       1.6%                                                               2.3%

    Operating income (b) (c)                           $298                                             $322                              (7.4)%                       $896           $1,001 (10.5)%

    Operating income as a percentage of net  15.5%                             17.1%                           (160) bps                 15.5%                 17.7%        (220) bps
     revenues (c)

    Net income attributable to Quest                   $161                                             $192                             (16.0)%                       $518             $490    5.8%
     Diagnostics (c) (d)

    Diluted EPS (c) (d)                               $1.15                                            $1.34                             (14.2)%                      $3.68            $3.42    7.6%

    Cash provided by operations (e)                    $362                                             $301                               20.5%                       $852             $765   11.5%

    Capital expenditures                                $63                                              $61                                2.5%                       $170             $165    2.7%


    Adjusted:
    ---------

    Revenues on an equivalent basis                  $1,931                                           $1,885                                2.4%                     $5,773           $5,628    2.6%

    Operating income (f)                               $325                                             $320                                1.6%                       $965             $925    4.3%

    Operating income as a percentage of net  16.8%                             17.0%                            (20) bps                 16.7%                 16.4%           30 bps
     revenues

    Net income attributable to Quest                   $181                                             $182                              (0.7)%                       $560             $509   10.1%
     Diagnostics (d)

    Diluted EPS excluding amortization (d)            $1.39                                            $1.37                                1.5%                      $4.27            $3.84   11.2%



    (a)              For the nine months ended September
                     30, 2016, net revenues include $26
                     million related to the Focus
                     Diagnostics products business,
                     which was sold on May 13, 2016.

    (b)              For the three months ended
                     September 30, 2016, reported
                     operating income includes a gain
                     on escrow recovery associated with
                     an acquisition.  For the nine
                     months ended September 30, 2016,
                     reported operating income includes
                     a gain on escrow recovery
                     associated with an acquisition and
                     $129 million related to the Focus
                     Diagnostics products business and
                     the gain from sale on May 13,
                     2016.

    (c)              For further details impacting the
                     year-over-year comparisons
                     related to net revenues, operating
                     income, operating income as a
                     percentage of net revenues, net
                     income attributable to Quest
                     Diagnostics, and diluted EPS, see
                     note 2 of the financial tables
                     attached below.

    (d)              Excess tax benefit associated with
                     stock-based compensation
                     arrangements impacted income tax
                     expense and diluted EPS as
                     follows:



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

                2017                 2016                   2017             2016
                ----                 ----                   ----             ----

                      (dollars in millions, except per share data)

    Income tax
     benefit               $7                                         $3            $36    $7

    Diluted EPS         $0.04                                      $0.02          $0.25 $0.05



    (e)               For details impacting the year-
                      over-year comparisons related
                      to cash provided by operations,
                      see note 4 of the financial
                      tables attached below.

    (f)               For the nine months ended
                      September 30, 2016, adjusted
                      operating income includes $12
                      million related to the Focus
                      Diagnostics products business.

Updated Outlook for Full Year 2017

The company updates its full year 2017 outlook, primarily attributable to the impact of hurricanes in the third quarter, especially on the company's operations in Florida and Texas, states where the company has a large presence. The financial impact also includes the impact of disruptions related to Hurricane Maria in Puerto Rico, as well as recently closed acquisitions.



                                                      Current Outlook             Previous Outlook

                                                            Low                         High               Low                 High
                                                            ---                         ----               ---                 ----

    Revenues                                    Approximately $7.71 billion                 $7.69 billion      $7.74 billion

    Revenue increase on a reported basis                  Approximately 2.6%                        2.3%               3.1%

    Revenue increase on an equivalent basis (g)           Approximately 3.0%                        2.6%               3.4%

    Reported diluted EPS                                               $4.87                         $4.92               $4.90                $5.00

    Adjusted diluted EPS excluding amortization                        $5.62                         $5.67               $5.62                 5.72

    Cash provided by operations                 Approximately $1.2 billion   Approximately $1.2 billion

    Capital expenditures                                        $250 million                 $300 million       $250 million        $300 million



    (g)                 Reported revenues for full year 2016 were $7.52
                        billion.  Revenues on an equivalent basis for
                        full year 2016 were $7.49 billion which
                        represents the company's reported revenues,
                        excluding all Focus Diagnostics products
                        revenue.

Note on Non-GAAP Financial Measures

As used in this press release the term "reported" refers to measures under the accounting principles generally accepted in the United States ("GAAP"). The term "adjusted" refers to non-GAAP measures as follows: (i) for the purpose of income measures the term "adjusted" refers to operating performance measures that exclude special items such as the gain on sale of the Focus Diagnostics products business, the retirement of debt and related refinancing charges, restructuring and integration charges, and other items; (ii) the term "adjusted diluted EPS excluding amortization" represents the company's diluted EPS before the impact of special items and amortization; (iii) reference to "revenues on an equivalent basis" when comparing 2017 to 2016 represents 2016 reported revenues excluding all Focus Diagnostics products revenues.

Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables attached below include reconciliations of adjusted measures to GAAP measures.

Conference Call Information

Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can be accessed in listen-only mode by dialing 773-756-0467, 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 888-667-5784 for domestic callers or 402-220-6427 for international callers. Telephone replays will be available from approximately 10:30 a.m. Eastern Time on October 19, 2017 until midnight Eastern Time on November 2, 2017. 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 empowers people to take action to improve health outcomes. Derived from the world's largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management. Quest annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our 43,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com.

50th Anniversary: In 2017, Quest Diagnostics celebrates 50 years of life-changing results. To learn about our legacy of accomplishments and quest to improve healthcare in the future, visit www.QuestDiagnostics.com/50Years

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.

ADDITIONAL TABLES FOLLOW



                                                                               Quest Diagnostics Incorporated and Subsidiaries

                                                                                    Consolidated Statements of Operations

                                                                       For the Three and Nine Months Ended September 30, 2017 and 2016

                                                                                    (in millions, except per share data)

                                                                                                 (unaudited)


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

                                                                                                                  2017                 2016             2017              2016
                                                                                                                  ----                 ----             ----              ----

    Net revenues                                                                                                          $1,931                               $1,885           $5,773  $5,654


    Operating costs and expenses and other operating income:

    Cost of services                                                                                             1,190                      1,157                       3,525     3,456

    Selling, general and administrative                                                                            423                        409                       1,297     1,281

    Amortization of intangible assets                                                                               19                         18                          54        54

    Gain on disposition of business                                                                                  -                         -                          -    (118)

    Other operating expense (income), net                                                                            1                       (21)                          1      (20)
                                                                                                                   ---                        ---                         ---       ---

    Total operating costs and expenses, net                                                                      1,633                      1,563                       4,877     4,653
                                                                                                                 -----                      -----                       -----     -----


    Operating income                                                                                               298                        322                         896     1,001


    Other income (expense):

    Interest expense, net                                                                                         (38)                      (37)                      (112)    (107)

    Other (expense) income, net                                                                                    (2)                         4                          12      (50)

    Total non-operating expenses, net                                                                             (40)                      (33)                      (100)    (157)
                                                                                                                   ---                        ---                        ----      ----


    Income before income taxes and equity in earnings of equity method                                             258                        289                         796       844
      investees

    Income tax expense                                                                                            (92)                      (95)                      (264)    (345)

    Equity in earnings of equity method investees, net of taxes                                                      9                         11                          25        30
                                                                                                                   ---                        ---                         ---       ---

    Net income                                                                                                     175                        205                         557       529

    Less: Net income attributable to noncontrolling interests                                                       14                         13                          39        39

    Net income attributable to Quest Diagnostics                                                                            $161                                 $192             $518    $490
                                                                                                                            ----                                 ----             ----    ----



    Earnings per share attributable to Quest Diagnostics' common
         stockholders:

    Basic                                                                                                                  $1.18                                $1.37            $3.77   $3.46
                                                                                                                           -----                                -----            -----   -----


    Diluted                                                                                                                $1.15                                $1.34            $3.68   $3.42
                                                                                                                           -----                                -----            -----   -----



    Weighted average common shares outstanding:

    Basic                                                                                                          137                        139                         137       141

    Diluted                                                                                                        140                        142                         140       143



                                                                                                 Quest Diagnostics Incorporated and Subsidiaries

                                                                                                           Consolidated Balance Sheets

                                                                                                    September 30, 2017 and December 31, 2016

                                                                                                      (in millions, except per share data)

                                                                                                                   (unaudited)


                                                                                                                                                 September 30,         December 31,
                                                                                                                                                          2017                  2016
                                                                                                                                                          ----                  ----

    Assets
    ------

    Current assets:

    Cash and cash equivalents                                                                                                                                     $350                           $359

    Accounts receivable, net                                                                                                                               960                            926

    Inventories                                                                                                                                            100                             82

    Prepaid expenses and other current assets                                                                                                              134                            164

    Total current assets                                                                                                                                 1,544                          1,531

    Property, plant and equipment, net                                                                                                                   1,097                          1,029

    Goodwill                                                                                                                                             6,164                          6,000

    Intangible assets, net                                                                                                                               1,029                            949

    Investment in equity method investees                                                                                                                  459                            443

    Other assets                                                                                                                                           146                            148

    Total assets                                                                                                                                               $10,439                        $10,100
                                                                                                                                                               -------                        -------


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

    Current liabilities:

    Accounts payable and accrued expenses                                                                                                                       $1,047                           $975

    Current portion of long-term debt                                                                                                                        5                              6

    Total current liabilities                                                                                                                            1,052                            981

    Long-term debt                                                                                                                                       3,759                          3,728

    Other liabilities                                                                                                                                      722                            654

    Redeemable noncontrolling interest                                                                                                                      78                             77

    Stockholders' equity:

    Quest Diagnostics stockholders' equity:

    Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2017                                                             2                              2
         and December 31, 2016; 216 shares issued as of both September 30, 2017 and December 31,
         2016

    Additional paid-in capital                                                                                                                           2,585                          2,545

    Retained earnings                                                                                                                                    6,946                          6,613

    Accumulated other comprehensive loss                                                                                                                  (48)                          (72)

    Treasury stock, at cost; 80 shares and 79 shares as of September 30, 2017 and December 31,                                                         (4,691)                       (4,460)
         2016, respectively


    Total Quest Diagnostics stockholders' equity                                                                                                         4,794                          4,628

    Noncontrolling interests                                                                                                                                34                             32
                                                                                                                                                           ---                            ---

    Total stockholders' equity                                                                                                                           4,828                          4,660

    Total liabilities and stockholders' equity                                                                                                                 $10,439                        $10,100
                                                                                                                                                               -------                        -------



                                                                                              Quest Diagnostics Incorporated and Subsidiaries

                                                                                                   Consolidated Statements of Cash Flows

                                                                                           For the Nine Months Ended September 30, 2017 and 2016

                                                                                                               (in millions)

                                                                                                                (unaudited)


                                                                                                                                                 Nine Months Ended
                                                                                                                                                   September 30,

                                                                                                                                                  2017             2016
                                                                                                                                                  ----             ----

    Cash flows from operating activities:

    Net income                                                                                                                                             $557                  $529

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

    Depreciation and amortization                                                                                                                  197                       186

    Provision for doubtful accounts                                                                                                                241                       242

    Deferred income tax provision                                                                                                                   90                        19

    Stock-based compensation expense                                                                                                                54                        52

    Gain on disposition of business                                                                                                                  -                    (118)

    Other, net                                                                                                                                     (5)                     (15)

    Changes in operating assets and liabilities:

    Accounts receivable                                                                                                                          (265)                    (316)

    Accounts payable and accrued expenses                                                                                                          (3)                       43

    Income taxes payable                                                                                                                             -                       74

    Termination of interest rate swap agreements                                                                                                     -                       54

    Other assets and liabilities, net                                                                                                             (14)                       15

    Net cash provided by operating activities                                                                                                      852                       765
                                                                                                                                                   ---                       ---


    Cash flows from investing activities:

    Business acquisitions, net of cash acquired                                                                                                  (299)                    (139)

    Proceeds from disposition of business                                                                                                            1                       270

    Escrow proceeds associated with disposition of business                                                                                         25                         -

    Capital expenditures                                                                                                                         (170)                    (165)

    Decrease (increase) in investments and other assets                                                                                              4                      (11)

    Net cash used in investing activities                                                                                                        (439)                     (45)
                                                                                                                                                  ----                       ---


    Cash flows from financing activities:

    Proceeds from borrowings                                                                                                                         -                    1,869

    Repayments of debt                                                                                                                             (5)                  (1,722)

    Purchases of treasury stock                                                                                                                  (350)                    (440)

    Exercise of stock options                                                                                                                      125                        63

    Employee payroll tax withholdings on stock issued under stock-based compensation plans                                                        (23)                     (10)

    Dividends paid                                                                                                                               (186)                    (168)

    Distributions to noncontrolling interests                                                                                                     (38)                     (31)

    Other financing activities, net                                                                                                                 55                       (8)

    Net cash used in financing activities                                                                                                        (422)                    (447)
                                                                                                                                                  ----                      ----


    Net change in cash and cash equivalents                                                                                                        (9)                      273

    Cash and cash equivalents, beginning of period                                                                                                 359                       133
                                                                                                                                                   ---                       ---

    Cash and cash equivalents, end of period                                                                                                               $350                  $406
                                                                                                                                                           ----                  ----


    Cash paid during the period for:

    Interest                                                                                                                                               $104                  $116

    Income taxes                                                                                                                                           $177                  $262

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,

                                                                                      2017                2016                   2017             2016
                                                                                      ----                ----                   ----             ----

                                                                                                (in millions, except per share data)

    Amounts attributable to Quest Diagnostics' common stockholders:

    Net income attributable to Quest Diagnostics                                               $161                                      $192           $518   $490

    Less: earnings allocated to participating securities                                 1                             2                            2       3

    Earnings available to Quest Diagnostics' common stockholders - basic and                   $160                                      $190           $516   $487
      diluted



    Weighted average common shares outstanding - basic                                 137                           139                          137     141

    Effect of dilutive securities:

    Stock options and performance share units                                            3                             3                            3       2

    Weighted average common shares outstanding - diluted                               140                           142                          140     143
                                                                                       ---                           ---                          ---     ---


    Earnings per share attributable to Quest Diagnostics' common
      stockholders:

    Basic                                                                                     $1.18                                     $1.37          $3.77  $3.46
                                                                                              -----                                     -----          -----  -----


    Diluted                                                                                   $1.15                                     $1.34          $3.68  $3.42
                                                                                              -----                                     -----          -----  -----



    2)  The following tables reconcile reported GAAP results to non-GAAP adjusted results:


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

                                                                                            2017                    2016                      2017                  2016
                                                                                            ----                    ----                      ----                  ----

                                                                                                       (dollars in millions, except per share data)

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

    Operating income                                                                                  $298                                             $322                  $896  $1,001

    Gain on disposition of business (a)                                                        -                                  -                                 -     (118)

    Restructuring and integration charges (b)                                                 23                                  18                                 63         55

    Other (c)                                                                                  4                                (20)                                 6       (13)
                                                                                             ---                                 ---                                ---        ---

    Adjusted operating income                                                                         $325                                             $320                  $965    $925
                                                                                                      ----                                             ----                  ----    ----


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

    Operating income as a percentage of net revenues                                       15.5%                              17.1%                             15.5%     17.7%

    Gain on disposition of business (a)                                                        -                                  -                                 -     (2.1)

    Restructuring and integration charges (b)                                                1.2                                 1.0                                1.1        1.0

    Other (c)                                                                                0.1                               (1.1)                               0.1      (0.2)
                                                                                             ---                                ----                                ---       ----

    Adjusted operating income as a percentage of net revenues                              16.8%                              17.0%                             16.7%     16.4%
                                                                                            ----                                ----                               ----       ----


    Adjusted net income:
    --------------------

    Net income attributable to Quest Diagnostics                                                      $161                                             $192                  $518    $490

    Gain on disposition of business (a)                                                        -                                  -                                 -     (118)

    Retirement of debt and related refinancing charges (d)                                     -                                  -                                 -        48

    Restructuring and integration charges (b)                                                 23                                  18                                 64         58

    Other (c)                                                                                  9                                (20)                                 4        (6)

    Income tax (benefit) expense associated with the special                                (12)                                (8)                              (26)        37
    items above (e)


    Adjusted net income                                                                               $181                                             $182                  $560    $509
                                                                                                      ----                                             ----                  ----    ----


    Adjusted diluted EPS excluding amortization expense:
    ----------------------------------------------------

    Diluted earnings per common share                                                                $1.15                                            $1.34                 $3.68   $3.42

    Gain on disposition of business (a) (e)                                                    -                                  -                                 -    (0.24)

    Retirement of debt and related refinancing charges (d) (e)                                 -                                  -                                 -      0.21

    Restructuring and integration charges (b) (e)                                           0.10                                0.08                               0.28       0.25

    Other (c) (e)                                                                           0.04                              (0.15)                              0.02     (0.09)

    Amortization expense (f)                                                                0.10                                0.10                               0.29       0.29
                                                                                            ----                                ----                               ----       ----

    Adjusted diluted EPS excluding amortization expense                                              $1.39                                            $1.37                 $4.27   $3.84
                                                                                                     -----                                            -----                 -----   -----


    Revenue on an equivalent basis:
    -------------------------------

    Net revenues                                                                                    $1,931                                           $1,885                $5,773  $5,654

    Excluded revenue (g)                                                                       -                                  -                                 -      (26)
                                                                                             ---                                ---                               ---       ---

    Revenue on an equivalent basis                                                                  $1,931                                           $1,885                $5,773  $5,628
                                                                                                    ------                                           ------                ------  ------



               (a)              For the nine months ended September
                                          30, 2016, represents the pre-tax
                                          gain on the sale of our Focus
                                          Diagnostics products business to
                                          DiaSorin S.p.A.


               (b)              For the three and nine months ended
                                          September 30, 2017 and 2016,
                                          represents costs primarily
                                          associated with systems
                                          conversions and integration
                                          incurred in connection with
                                          further restructuring and
                                          integrating our business.  The
                                          following table summarizes the
                                          pre-tax impact of restructuring
                                          and integration charges on the
                                          company's consolidated statements
                                          of operations:



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

                                                                 2017              2016                 2017            2016
                                                                 ----              ----                 ----            ----

                                                                                (dollars in millions)

    Cost of services                                                     $12                                    $8             $31    $25

    Selling, general and administrative                            11                          10                        32      30
                                                                  ---                         ---                       ---     ---

    Operating income                                                     $23                                   $18             $63    $55
                                                                         ---                                   ---             ---    ---


    Equity in earnings of equity method investees, net of taxes     $      -                             $      -             $1     $3
                                                                  ---    ---                           ---    ---            ---    ---



               (c)              For the three months ended
                                          September 30, 2017, primarily
                                          represents non-cash asset
                                          impairment charges and
                                          incremental costs incurred as a
                                          result of the hurricanes.  For
                                          the nine months ended September
                                          30, 2017, primarily represents
                                          non-cash asset impairment
                                          charges, incremental costs
                                          incurred as a result of
                                          hurricanes and costs incurred
                                          related to certain legal
                                          matters, partially offset by
                                          gain on the sale of an interest
                                          in an equity method investee.
                                          For the three months ended
                                          September 30, 2016, primarily
                                          represents a gain on escrow
                                          recovery associated with an
                                          acquisition.  For the nine
                                          months ended September 30, 2016,
                                          primarily represents a gain on
                                          escrow recovery associated with
                                          an acquisition, partially offset
                                          by costs associated with winding
                                          down subsidiaries, non-cash
                                          asset impairment charges and
                                          costs incurred related to
                                          certain legal matters.  The
                                          following table summarizes the
                                          pre-tax impact of these other
                                          items on the company's
                                          consolidated statements of
                                          operations:



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

                                          2017                2016                  2017                  2016
                                          ----                ----                  ----                  ----

                                                            (dollars in millions)

    Cost of services                               $3                                 $                -          $3  $     -

    Selling, general and administrative      1                               -                             3        6

    Other operating expense (income), net    -                           (20)                             -    (19)
                                           ---                            ---                            ---     ---

    Operating income                               $4                                              $(20)          $6    $(13)
                                                  ---                                               ----          ---     ----


    Other (expense) income, net                    $5                                 $                -        $(2)      $7
                                                  ---                               ---              ---         ---      ---



               (d)                For the nine months ended
                                            September 30, 2016, represents
                                            charges associated with the March
                                            2016 cash tender offer where the
                                            company purchased $200 million of
                                            its 6.95% Senior Notes due July
                                            2037 and 5.75% Senior Notes due
                                            January 2040.  The pre-tax
                                            charges associated with the
                                            retirement of debt and related
                                            refinancing charges are recorded
                                            in other (expense) income, net on
                                            the company's consolidated
                                            statements of operations.


               (e)                For gain on disposition of
                                            business, income tax expense
                                            resulted in a combined tax rate
                                            of 71.4%, which was significantly
                                            in excess of the statutory rate
                                            primarily due to a lower tax
                                            basis in the assets sold,
                                            specifically the goodwill
                                            associated with the disposition.
                                            For the retirement of debt and
                                            related refinancing charges,
                                            restructuring and integration
                                            charges and other items, income
                                            tax impacts, where recorded, were
                                            calculated using combined tax
                                            rates of 38.7% and 38.9% for 2017
                                            and 2016, respectively.  The
                                            following table summarizes the
                                            income tax (benefit) expense
                                            associated with the special
                                            items:



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

                                                        2017                          2016                   2017          2016
                                                        ----                          ----                   ----          ----

                                                                       (dollars in millions)

    Gain on disposition of business                        $                -                                 $      -          $     -   $84

    Retirement of debt and related refinancing charges     -                                     -                         -       (18)

    Restructuring and integration charges                (9)                                   (8)                      (25)       (23)

    Other                                                (3)                                     -                       (1)        (6)
                                                         ---                                    ---                       ---         ---

                                                                        $(12)                                     $(8)            $(26)   $37
                                                                         ----                                       ---              ----    ---



               (f)             Represents the impact of
                                         amortization expense on diluted
                                         earnings per common share, net
                                         of the income tax benefit.  The
                                         income tax benefit was primarily
                                         calculated using combined tax
                                         rates of 38.7% and 38.9% for
                                         2017 and 2016, respectively.
                                         The pre-tax amortization
                                         expense that is excluded from
                                         the calculation of adjusted
                                         diluted EPS excluding
                                         amortization expense is recorded
                                         in the company's statements of
                                         operations as follows:



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

                                                                 2017              2016                 2017            2016
                                                                 ----              ----                 ----            ----

                                                                                (dollars in millions)

    Amortization of intangible assets                                    $19                                   $18           $54  $54

    Equity in earnings of equity method investees, net of taxes     4                           4                        12    12
                                                                  ---                         ---                       ---   ---

                                                                         $23                                   $22           $66  $66
                                                                         ---                                   ---           ---  ---



               (g)              For the nine months ended
                                          September 30, 2016, excluded
                                          revenue represents reported
                                          revenues from the Focus
                                          Diagnostics products
                                          business, which was sold on
                                          May 13, 2016.



     3) For the three months ended September 30, 2017, the company repurchased 0.6 million shares of its
        common stock for $65 million.  For the nine months ended September 30, 2017, the company
        repurchased 3.6 million shares of its common stock for $365 million, which includes an accrual of
        $15 million recorded in accounts payable and accrued expenses in the consolidated balance sheet
        for share repurchases not settled.  At September 30, 2017, $1.0 billion remained available under
        the company's share repurchase authorizations.


     4) For the nine months ended September 30, 2016, net cash provided by operations included a $68
        million tax payment related to the sale of our Focus Diagnostics products business, and $47
        million of pre-tax cash charges related to the retirement of debt in connection with the March
        2016 cash tender offer, partially offset by $54 million of proceeds from the termination of
        interest swap agreements.  For the nine months ended September 30, 2017, net cash provided by
        operations benefited from a decrease in 2017 tax payments associated with the realization of a
        deferred tax benefit and improved operating performance.


     5) The outlook for adjusted diluted EPS excluding amortization expense represents management's
        estimates for the full year 2017 before the impact of special items and amortization expense.
        Further impacts to earnings related to special items may be incurred throughout the remainder of
        the year.  The following table reconciles our 2017 outlook for adjusted diluted EPS excluding
        amortization expense to the corresponding amounts determined under GAAP:



                                                         Low          High
                                                         ---          ----

    Adjusted diluted EPS excluding amortization expense:
    ----------------------------------------------------

    Diluted earnings per common share                           $4.87           $4.92

    Restructuring and integration charges (a)              0.34            0.34

    Amortization expense (b)                               0.39            0.39

    Other                                                  0.02            0.02
                                                           ----            ----

    Adjusted diluted EPS excluding amortization expense         $5.62           $5.67
                                                                -----           -----



               (a)                Represents estimated full year
                                            pre-tax charges of $80 million
                                            primarily associated with
                                            systems conversions and
                                            integration costs incurred in
                                            connection with further
                                            restructuring and integrating
                                            our business.  Income tax
                                            benefits were calculated using
                                            a combined tax rate of 38.7%.


               (b)                Represents the full year impact
                                            of amortization expense on the
                                            calculation of adjusted diluted
                                            EPS excluding amortization
                                            expense.  Amortization expense
                                            used in the calculation is as
                                            follows (dollars in millions):



    Amortization of intangible assets                                $73

    Amortization expense included in equity in earnings of equity 16
      method investees


    Total pre-tax amortization expense                               $89
                                                                     ---


    Total amortization expense, net of an estimated tax benefit      $55
                                                                     ---



            6)     The outlook for 3.0% revenue growth
                   on an equivalent basis in 2017
                   represents management's estimates
                   for 2017 versus reported 2016
                   revenues adjusted to exclude the
                   2016 revenues from the Focus
                   Diagnostics products business.  The
                   company completed its exit from the
                   products business as a result of
                   the sale of Focus Diagnostics
                   products on May 13, 2016.
                   Consequently, our 2017 revenues
                   will not include revenues
                   associated with that business.  The
                   following tables reconcile our 2016
                   net revenues determined under GAAP
                   with equivalent revenue for 2016
                   and provide our 2017 revenue
                   outlook:



                                                                      Three Months Ended                                        Year Ended
                                                                                                                                ----------

                                         March 31,         June 30,                September 30,            December 31,    December 31,
                                               2016              2016                         2016                     2016             2016
                                               ----              ----                         ----                     ----             ----

                                                                               (dollars in millions)

    2016 Revenue on an equivalent basis:
    ------------------------------------

    Net revenues                                    $1,863                                           $1,906                                    $1,885        $1,861 $7,515

    Excluded revenue (a)                       (18)                          (8)                                       -                          -   (26)
                                                ---                           ---                                      ---                        ---    ---

    2016 Revenue on an equivalent basis             $1,845                                           $1,898                                    $1,885        $1,861 $7,489
                                                    ------                                           ------                                    ------        ------ ------


    2017 Revenue outlook:
    ---------------------

    2016 Revenue on an equivalent basis                                                                                                      $7,489

    2017 Equivalent revenue growth                                                                                                  3.0%
                                                                                                                                     ---

    2017 Revenue outlook                                                                                                                     $7,710
                                                                                                                                             ------



                         (a)                The 2016 excluded revenue is
                                            comprised of all of Focus
                                            Diagnostics products revenues
                                            reported in 2016.

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SOURCE Quest Diagnostics