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UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
WASHINGTON, DC 20549
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
Page
|
Item 1. Financial Statements
|
|
|
|
|
|
|
Index to unaudited consolidated financial statements filed as part of this report:
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended 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 investees
|
258
|
|
|
289
|
|
796
|
|
|
844
|
|
||||
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
|
|
||||
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
$
|
0.45
|
|
|
$
|
0.40
|
|
$
|
1.35
|
|
|
$
|
1.20
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
175
|
|
|
$
|
205
|
|
|
$
|
557
|
|
|
$
|
529
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation
|
8
|
|
|
(5
|
)
|
|
20
|
|
|
(23
|
)
|
||||
Investment adjustments, net of taxes
|
3
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
||||
Net deferred loss on cash flow hedges, net of taxes
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Other comprehensive income (loss)
|
12
|
|
|
(5
|
)
|
|
24
|
|
|
(23
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
187
|
|
|
200
|
|
|
581
|
|
|
506
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
14
|
|
|
13
|
|
|
39
|
|
|
39
|
|
||||
Comprehensive income attributable to Quest Diagnostics
|
$
|
173
|
|
|
$
|
187
|
|
|
$
|
542
|
|
|
$
|
467
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
350
|
|
|
$
|
359
|
|
Accounts receivable, net of allowance for doubtful accounts of $286 and $265 as of September 30, 2017 and December 31, 2016, respectively
|
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
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
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 and December 31, 2016; 216 shares issued as of both September 30, 2017 and December 31, 2016
|
2
|
|
|
2
|
|
||
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, 2016, respectively
|
(4,691
|
)
|
|
(4,460
|
)
|
||
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
|
|
|
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 businesses
|
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
|
|
|
|
|
Quest Diagnostics Stockholders’ Equity
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Shares of
Common Stock Outstanding |
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Compre-
hensive Loss
|
|
Treasury
Stock, at
Cost
|
|
Non-
controlling
Interests
|
|
Total
Stock-
holders’
Equity
|
|
|
Redeemable Non-controlling Interest
|
|||||||||||||||||
Balance, December 31, 2016
|
137
|
|
|
$
|
2
|
|
|
$
|
2,545
|
|
|
$
|
6,613
|
|
|
$
|
(72
|
)
|
|
$
|
(4,460
|
)
|
|
$
|
32
|
|
|
$
|
4,660
|
|
|
|
$
|
77
|
|
Net income
|
|
|
|
|
|
|
|
|
|
518
|
|
|
|
|
|
|
|
|
34
|
|
|
552
|
|
|
|
5
|
|
||||||||
Other comprehensive income, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
|
(34
|
)
|
|
|
(4
|
)
|
||||||||
Issuance of common stock under benefit plans
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
18
|
|
|
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
54
|
|
|
|
|
|||||||||
Exercise of stock options
|
3
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
122
|
|
|
|
|
|
125
|
|
|
|
|
|||||||||
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
|||||||||
Purchases of treasury stock
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(365
|
)
|
|
|
|
|
(365
|
)
|
|
|
|
|||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
2
|
|
|
|
|
|
||||||||
Balance, September 30, 2017
|
136
|
|
|
$
|
2
|
|
|
$
|
2,585
|
|
|
$
|
6,946
|
|
|
$
|
(48
|
)
|
|
$
|
(4,691
|
)
|
|
$
|
34
|
|
|
$
|
4,828
|
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2015
|
143
|
|
|
$
|
2
|
|
|
$
|
2,481
|
|
|
$
|
6,199
|
|
|
$
|
(38
|
)
|
|
$
|
(3,960
|
)
|
|
$
|
29
|
|
|
$
|
4,713
|
|
|
|
$
|
70
|
|
Net income
|
|
|
|
|
|
|
|
|
|
490
|
|
|
|
|
|
|
|
|
33
|
|
|
523
|
|
|
|
6
|
|
||||||||
Other comprehensive loss, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
|
|||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
|
(169
|
)
|
|
|
|
|
|
|
|
|
|
|
(169
|
)
|
|
|
|
|||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
|
(31
|
)
|
|
|
|
|
||||||||
Issuance of common stock under benefit plans
|
1
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
16
|
|
|
|
|
|||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
52
|
|
|
|
|
|||||||||
Exercise of stock options
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
62
|
|
|
|
|
|
63
|
|
|
|
|
|||||||||
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
|
|
|||||||||
Purchases of treasury stock
|
(6
|
)
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
(440
|
)
|
|
|
|
|
(440
|
)
|
|
|
|
|||||||||
Balance, September 30, 2016
|
139
|
|
|
$
|
2
|
|
|
$
|
2,526
|
|
|
$
|
6,520
|
|
|
$
|
(61
|
)
|
|
$
|
(4,324
|
)
|
|
$
|
31
|
|
|
$
|
4,694
|
|
|
|
$
|
76
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
As Reported
|
|
Adjustment for ASU on Revenue Recognition
|
|
As Adjusted
|
||||||
Net revenues
|
$
|
7,515
|
|
|
$
|
(301
|
)
|
|
$
|
7,214
|
|
Selling, general and administrative expenses
|
$
|
1,681
|
|
|
$
|
(301
|
)
|
|
$
|
1,380
|
|
Net income attributable to Quest Diagnostics
|
$
|
645
|
|
|
$
|
—
|
|
|
$
|
645
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
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 diluted
|
$
|
160
|
|
|
$
|
190
|
|
|
$
|
516
|
|
|
$
|
487
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Stock options
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Employee separation costs
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
7
|
|
Facility-related costs
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Total restructuring charges
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
9
|
|
|
|
|
Basis of Fair Value Measurements
|
||||||||||||
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets /
Liabilities
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
September 30, 2017
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading securities
|
$
|
56
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash surrender value of life insurance policies
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
||||
Available-for-sale equity securities
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
94
|
|
|
$
|
58
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation liabilities
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
—
|
|
Interest rate swaps
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
||||
Contingent consideration
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
1
|
|
|
|
|
Basis of Fair Value Measurements
|
||||||||||||
December 31, 2016
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading securities
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash surrender value of life insurance policies
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Available-for-sale equity securities
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
86
|
|
|
$
|
54
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation liabilities
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
91
|
|
|
$
|
—
|
|
Interest rate swaps
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
||||
Contingent consideration
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Total
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
$
|
3
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Balance, beginning of period
|
$
|
6,000
|
|
|
$
|
5,905
|
|
Goodwill acquired during the period
|
164
|
|
|
95
|
|
||
Balance, end of period
|
$
|
6,164
|
|
|
$
|
6,000
|
|
|
Weighted
Average
Amortization
Period
(in years)
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Customer-related
|
18
|
|
$
|
1,103
|
|
|
$
|
(388
|
)
|
|
$
|
715
|
|
|
$
|
971
|
|
|
$
|
(346
|
)
|
|
$
|
625
|
|
Non-compete agreements
|
7
|
|
7
|
|
|
(5
|
)
|
|
2
|
|
|
6
|
|
|
(4
|
)
|
|
2
|
|
||||||
Technology
|
18
|
|
94
|
|
|
(43
|
)
|
|
51
|
|
|
93
|
|
|
(40
|
)
|
|
53
|
|
||||||
Other
|
9
|
|
103
|
|
|
(78
|
)
|
|
25
|
|
|
103
|
|
|
(70
|
)
|
|
33
|
|
||||||
Total
|
17
|
|
1,307
|
|
|
(514
|
)
|
|
793
|
|
|
1,173
|
|
|
(460
|
)
|
|
713
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade names
|
|
|
235
|
|
|
—
|
|
|
235
|
|
|
235
|
|
|
—
|
|
|
235
|
|
||||||
Other
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Total intangible assets
|
|
|
$
|
1,543
|
|
|
$
|
(514
|
)
|
|
$
|
1,029
|
|
|
$
|
1,409
|
|
|
$
|
(460
|
)
|
|
$
|
949
|
|
Year Ending December 31,
|
|
|
|
Remainder of 2017
|
$
|
19
|
|
2018
|
74
|
|
|
2019
|
73
|
|
|
2020
|
73
|
|
|
2021
|
67
|
|
|
2022
|
64
|
|
|
Thereafter
|
423
|
|
|
Total
|
$
|
793
|
|
|
|
Notional Amount
|
||||||
Debt Instrument
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
|
||||
4.25% Senior Notes due April 2024
|
|
$
|
250
|
|
|
$
|
250
|
|
3.50% Senior Notes due March 2025
|
|
600
|
|
|
600
|
|
||
3.45% Senior Notes due June 2026
|
|
350
|
|
|
350
|
|
||
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Balance Sheet Classification
|
|
Carrying Amount of Hedged Long-Term Debt
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Long-Term Debt
|
|
||||||
|
September 30, 2017
|
|
September 30, 2017
|
|
||||||
Long-term debt
|
|
$
|
1,146
|
|
|
$
|
(16
|
)
|
(a)
|
Fair Value Hedges Impact on Statement of Operations
|
|
Statement of Operations Classification
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
|||||
Hedged items (Long-term debt)
|
|
Other (expense) income, net
|
|
$
|
(1
|
)
|
|
$
|
(12
|
)
|
|
Derivatives designated as hedging instruments
|
|
Other (expense) income, net
|
|
$
|
1
|
|
|
$
|
12
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
Derivatives Designated as Hedging Instruments
|
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Balance Sheet
Classification
|
|
Fair Value
|
||||
Interest rate swaps
|
|
Other liabilities
|
|
$
|
76
|
|
|
Other liabilities
|
|
$
|
88
|
|
•
|
Foreign currency translation adjustments;
|
•
|
Investment adjustments, which represent unrealized holding gains (losses), net of tax on available for sale securities, net of other than temporary impairment amounts reclassified to other (expense) income, net;
|
•
|
Net deferred loss on cash flow hedges, which represents deferred losses, net of tax on interest rate related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Note
8
).
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Depreciation expense
|
$
|
50
|
|
|
$
|
45
|
|
|
$
|
143
|
|
|
$
|
132
|
|
Amortization expense
|
19
|
|
|
18
|
|
|
54
|
|
|
54
|
|
||||
Depreciation and amortization expense
|
$
|
69
|
|
|
$
|
63
|
|
|
$
|
197
|
|
|
$
|
186
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(39
|
)
|
|
$
|
(37
|
)
|
|
$
|
(114
|
)
|
|
$
|
(108
|
)
|
Interest income
|
1
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
Interest expense, net
|
$
|
(38
|
)
|
|
$
|
(37
|
)
|
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
|
|
|
|
|
|
|
||||||||
Interest paid
|
$
|
27
|
|
|
$
|
41
|
|
|
$
|
104
|
|
|
$
|
116
|
|
Income taxes paid
|
$
|
64
|
|
|
$
|
141
|
|
|
$
|
177
|
|
|
$
|
262
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable associated with capital expenditures
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
11
|
|
Accounts payable associated with purchases of treasury stock
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Dividends payable
|
$
|
62
|
|
|
$
|
56
|
|
|
$
|
62
|
|
|
$
|
56
|
|
|
|
|
|
|
|
|
|
||||||||
Businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of assets acquired
|
$
|
229
|
|
|
$
|
4
|
|
|
$
|
343
|
|
|
$
|
139
|
|
Fair value of liabilities assumed
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Fair value of net assets acquired
|
$
|
189
|
|
|
$
|
4
|
|
|
$
|
303
|
|
|
$
|
139
|
|
Merger consideration paid (payable), net
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Cash paid for business acquisitions
|
187
|
|
|
4
|
|
|
299
|
|
|
139
|
|
||||
Less: Cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Business acquisitions, net of cash acquired
|
$
|
187
|
|
|
$
|
4
|
|
|
$
|
299
|
|
|
$
|
139
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
DIS business
|
$
|
1,850
|
|
|
$
|
1,800
|
|
|
$
|
5,517
|
|
|
$
|
5,365
|
|
All other operating segments
|
81
|
|
|
85
|
|
|
256
|
|
|
289
|
|
||||
Total net revenues
|
$
|
1,931
|
|
|
$
|
1,885
|
|
|
$
|
5,773
|
|
|
$
|
5,654
|
|
|
|
|
|
|
|
|
|
||||||||
Operating earnings (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||
DIS business
|
$
|
334
|
|
|
$
|
329
|
|
|
$
|
987
|
|
|
$
|
935
|
|
All other operating segments
|
10
|
|
|
12
|
|
|
40
|
|
|
50
|
|
||||
General corporate activities
|
(46
|
)
|
|
(19
|
)
|
|
(131
|
)
|
|
16
|
|
||||
Total operating income
|
298
|
|
|
322
|
|
|
896
|
|
|
1,001
|
|
||||
Non-operating expenses, net
|
(40
|
)
|
|
(33
|
)
|
|
(100
|
)
|
|
(157
|
)
|
||||
Income before income taxes and equity in earnings of equity method investees
|
258
|
|
|
289
|
|
|
796
|
|
|
844
|
|
||||
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
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Our total net revenues of
$1.9 billion
were
2.4%
above the prior year period. We estimate that hurricanes negatively impacted revenue growth by approximately 1.3%.
|
•
|
In our DIS business:
|
◦
|
Revenues of
$1.9 billion
increased by
2.8%
compared to the prior year period.
|
◦
|
Volume, measured by the number of requisitions, increased
1.6%
compared to the prior year period.
|
◦
|
Revenue per requisition increased by
1.2%
compared to the prior year period.
|
•
|
DS revenues of
$81 million
were
5.1%
below the prior year period primarily associated with our risk assessment services.
|
•
|
Operating income was
$298 million
in
2017
, a decrease of
$24 million
compared to the prior year period, which included a gain on escrow recovery associated with an acquisition. We estimate that hurricanes negatively impacted operating income by $21 million.
|
•
|
Net income attributable to Quest Diagnostics' stockholders was
$161 million
, or
$1.15
per diluted share, in
2017
, compared to
$192 million
, or
$1.34
per diluted share, in the prior year period. We estimate that hurricanes negatively impacted diluted earnings per share by approximately $0.09.
|
•
|
Net cash provided by operating activities was
$852 million
in
2017
, compared to
$765 million
in the prior year period.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
|
2017
|
|
2016
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
DIS business
|
$
|
1,850
|
|
|
$
|
1,800
|
|
|
$
|
50
|
|
|
2.8
|
%
|
|
$
|
5,517
|
|
|
$
|
5,365
|
|
|
$
|
152
|
|
|
2.8
|
%
|
DS businesses
|
81
|
|
|
85
|
|
|
(4
|
)
|
|
(5.1
|
)
|
|
256
|
|
|
289
|
|
|
(33
|
)
|
|
(11.6
|
)
|
||||||
Total net revenues
|
$
|
1,931
|
|
|
$
|
1,885
|
|
|
$
|
46
|
|
|
2.4
|
%
|
|
$
|
5,773
|
|
|
$
|
5,654
|
|
|
$
|
119
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating costs and expenses and other operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services
|
$
|
1,190
|
|
|
$
|
1,157
|
|
|
$
|
33
|
|
|
2.9
|
%
|
|
$
|
3,525
|
|
|
$
|
3,456
|
|
|
$
|
69
|
|
|
2.0
|
%
|
Selling, general and administrative
|
423
|
|
|
409
|
|
|
14
|
|
|
3.5
|
|
|
1,297
|
|
|
1,281
|
|
|
16
|
|
|
1.3
|
|
||||||
Amortization of intangible assets
|
19
|
|
|
18
|
|
|
1
|
|
|
NM
|
|
|
54
|
|
|
54
|
|
|
—
|
|
|
—
|
|
||||||
Gain on disposition of business
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
(118
|
)
|
|
118
|
|
|
NM
|
|
||||||
Other operating expense (income), net
|
1
|
|
|
(21
|
)
|
|
22
|
|
|
NM
|
|
|
1
|
|
|
(20
|
)
|
|
21
|
|
|
NM
|
|
||||||
Total operating costs and expenses, net
|
$
|
1,633
|
|
|
$
|
1,563
|
|
|
$
|
70
|
|
|
4.5
|
%
|
|
$
|
4,877
|
|
|
$
|
4,653
|
|
|
$
|
224
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
$
|
298
|
|
|
$
|
322
|
|
|
$
|
(24
|
)
|
|
(7.4
|
)%
|
|
$
|
896
|
|
|
$
|
1,001
|
|
|
$
|
(105
|
)
|
|
(10.5
|
)%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
|
2017
|
|
2016
|
|
Increase
(Decrease) |
|
% Increase
(Decrease) |
||||||||||||||
|
(dollars in millions, except per share amounts)
|
||||||||||||||||||||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense, net
|
$
|
(38
|
)
|
|
$
|
(37
|
)
|
|
$
|
1
|
|
|
4.8
|
%
|
|
$
|
(112
|
)
|
|
$
|
(107
|
)
|
|
$
|
5
|
|
|
4.6
|
%
|
Other (expense) income, net
|
(2
|
)
|
|
4
|
|
|
6
|
|
|
NM
|
|
|
12
|
|
|
(50
|
)
|
|
(62
|
)
|
|
NM
|
|
||||||
Total non-operating expenses, net
|
$
|
(40
|
)
|
|
$
|
(33
|
)
|
|
$
|
7
|
|
|
20.9
|
%
|
|
$
|
(100
|
)
|
|
$
|
(157
|
)
|
|
$
|
(57
|
)
|
|
(36.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax expense
|
$
|
(92
|
)
|
|
$
|
(95
|
)
|
|
$
|
(3
|
)
|
|
(3.6
|
)%
|
|
$
|
(264
|
)
|
|
$
|
(345
|
)
|
|
$
|
(81
|
)
|
|
(23.5
|
)%
|
Effective income tax rate
|
35.7
|
%
|
|
33.1
|
%
|
|
260 bps
|
|
|
NM
|
|
|
33.2
|
%
|
|
40.9
|
%
|
|
(770) bps
|
|
|
NM
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of equity method investees, net of taxes
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
(2
|
)
|
|
(15.2
|
)%
|
|
$
|
25
|
|
|
$
|
30
|
|
|
$
|
(5
|
)
|
|
(14.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Quest Diagnostics
|
$
|
161
|
|
|
$
|
192
|
|
|
$
|
(31
|
)
|
|
(16.0
|
)%
|
|
$
|
518
|
|
|
$
|
490
|
|
|
$
|
28
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share attributable to Quest Diagnostics’ common stockholders
|
$
|
1.15
|
|
|
$
|
1.34
|
|
|
$
|
(0.19
|
)
|
|
(14.2
|
)%
|
|
$
|
3.68
|
|
|
$
|
3.42
|
|
|
$
|
0.26
|
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NM - Not Meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Net revenues:
|
|
|
|
|
|
|
|
||||
DIS business
|
95.8
|
%
|
|
95.5
|
%
|
|
95.6
|
%
|
|
94.9
|
%
|
DS businesses
|
4.2
|
|
|
4.5
|
|
|
4.4
|
|
|
5.1
|
|
Total net revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||
Operating costs and expenses and other operating income:
|
|
|
|
|
|
|
|
|
|
||
Cost of services
|
61.6
|
%
|
|
61.4
|
%
|
|
61.1
|
%
|
|
61.1
|
%
|
Selling, general and administrative
|
21.9
|
|
|
21.7
|
|
|
22.5
|
|
|
22.7
|
|
Amortization of intangible assets
|
1.0
|
|
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
Gain on disposition of business
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
Other operating expense (income), net
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
Total operating costs and expenses, net
|
84.5
|
%
|
|
82.9
|
%
|
|
84.5
|
%
|
|
82.3
|
%
|
|
|
|
|
|
|
|
|
||||
Operating income
|
15.5
|
%
|
|
17.1
|
%
|
|
15.5
|
%
|
|
17.7
|
%
|
|
|
|
|
|
|
|
|
||||
Bad debt expense
|
4.0
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
|
4.3
|
%
|
•
|
excess tax benefits associated with stock-based compensation arrangements of $7 million, or $0.04 per diluted share, recorded in income tax expense;
|
•
|
pre-tax charges of $23 million ($12 million in cost of services and $11 million in selling, general and administrative expenses), or $0.10 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and
|
•
|
pre-tax charges of $9 million ($3 million in cost of services, $1 million in selling, general and administrative expenses, and $5 million in other (expense) income, net), or $0.04 per diluted share, primarily associated with non-cash asset impairment charges and incremental costs incurred as a result of hurricanes.
|
•
|
excess tax benefits associated with stock-based compensation arrangements of $36 million, or $0.25 per diluted share, recorded in income tax expense;
|
•
|
pre-tax charges of $64 million ($31 million in cost of services, $32 million in selling, general and administrative expenses and $1 million in equity in earnings of equity method investees, net of taxes), or $0.28 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and
|
•
|
net pre-tax charges of $4 million ($3 million in cost of services, $3 million in selling, general and administrative expenses and $(2) million in other (expense) income, net), or $0.02 per diluted share primarily associated with non-cash asset impairment charges, incremental costs incurred as a result of hurricanes, and costs incurred related to certain legal matters, partially offset by a gain on the sale of an interest in an equity method investment.
|
•
|
excess tax benefits associated with stock-based compensation arrangements of $3 million, or $0.02 per diluted share, recorded in income tax expense;
|
•
|
pre-tax charges of $18 million ($8 million in cost of services and $10 million in selling, general and administrative expenses), or $0.08 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and
|
•
|
net pre-tax gain of $20 million in other operating expense (income), net, or $0.15 per diluted share, primarily a result of a gain on an escrow recovery associated with an acquisition.
|
•
|
excess tax benefits associated with stock-based compensation arrangements of $7 million, or $0.05 per diluted share, recorded in income tax expense;
|
•
|
pre-tax gain of $118 million, or $0.24 per diluted share, related to the Focus Sale recorded in gain on disposition of business;
|
•
|
pre-tax charges of $58 million ($25 million in cost of services, $30 million in selling, general and administrative expenses and $3 million in equity in earnings of equity method investees, net of taxes), or $0.25 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business;
|
•
|
pre-tax charges of $48 million, or $0.21 per diluted share, related to the 2016 loss on retirement of debt associated with the March 2016 cash tender offer recorded in other (expense) income, net; and
|
•
|
net pre-tax gain of $6 million ($6 million in selling, general and administrative expenses, $(19) million in other operating expense (income), net and $7 million in other (expense) income, net), or $0.09 per diluted share, primarily a result of a gain on an 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.
|
|
Nine Months Ended September 30,
|
|
Increase
(Decrease) |
||||||||
|
2017
|
|
2016
|
|
|||||||
|
(dollars in millions)
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
852
|
|
|
$
|
765
|
|
|
$
|
87
|
|
Net cash used in investing activities
|
(439
|
)
|
|
(45
|
)
|
|
(394
|
)
|
|||
Net cash used in financing activities
|
(422
|
)
|
|
(447
|
)
|
|
25
|
|
|||
Net change in cash and cash equivalents
|
$
|
(9
|
)
|
|
$
|
273
|
|
|
$
|
(282
|
)
|
•
|
a decrease in 2017 tax payments associated with the realization of a deferred tax benefit in 2017 and a $68 million tax payment in 2016 related to the Focus Sale;
|
•
|
$47 million of payments made in 2016 related to the retirement of debt; and
|
•
|
improved operating performance in 2017; partially offset by:
|
•
|
$54 million of proceeds received in the third quarter of 2016 from the termination of interest swap agreements.
|
•
|
a $269 million decrease in proceeds from the disposition of businesses, primarily a result of the Focus Sale in 2016; and
|
•
|
a $160 million increase in cash paid for business acquisitions; partially offset by
|
•
|
a $25 million release of escrow proceeds received in 2017 associated with the Focus Sale.
|
•
|
$5 million in net repayments (proceeds from borrowings less repayments of debt) in 2017, compared to $147 million in net borrowings in 2016; offset by
|
•
|
a
$90 million
decrease in repurchases of our common stock (see "
Share Repurchases
" for further details) in 2017;
|
•
|
a $58 million increase in bank overdrafts, which are generally settled in cash the following business day; and
|
•
|
a $62 million increase in proceeds from the exercise of stock options, which was a result of an increase in the volume of stock options exercised over the past year.
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remainder of 2017
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||
Outstanding debt
|
|
$
|
3,775
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
1,350
|
|
|
$
|
2,125
|
|
Capital lease obligations
|
|
36
|
|
|
1
|
|
|
7
|
|
|
3
|
|
|
25
|
|
|||||
Interest payments on outstanding debt
|
|
1,600
|
|
|
54
|
|
|
314
|
|
|
242
|
|
|
990
|
|
|||||
Operating leases
|
|
623
|
|
|
50
|
|
|
278
|
|
|
136
|
|
|
159
|
|
|||||
Purchase obligations
|
|
1,976
|
|
|
77
|
|
|
525
|
|
|
441
|
|
|
933
|
|
|||||
Merger consideration obligations
|
|
4
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
8,014
|
|
|
$
|
185
|
|
|
$
|
1,425
|
|
|
$
|
2,172
|
|
|
$
|
4,232
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
Period
|
|
Total Number of
Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
(in thousands)
|
||||||
July 1, 2017 – July 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share Repurchase Program (A)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,082,116
|
|
Employee Transactions (B)
|
|
975
|
|
|
$
|
109.56
|
|
|
N/A
|
|
|
N/A
|
|
|
August 1, 2017 – August 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|||
Share Repurchase Program (A)
|
|
328,865
|
|
|
$
|
106.42
|
|
|
328,865
|
|
|
$
|
1,047,117
|
|
Employee Transactions (B)
|
|
2,100
|
|
|
$
|
106.87
|
|
|
N/A
|
|
|
N/A
|
|
|
September 1, 2017 – September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share Repurchase Program (A)
|
|
299,852
|
|
|
$
|
100.05
|
|
|
299,852
|
|
|
$
|
1,017,116
|
|
Employee Transactions (B)
|
|
64
|
|
|
$
|
107.29
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share Repurchase Program (A)
|
|
628,717
|
|
|
$
|
103.38
|
|
|
628,717
|
|
|
$
|
1,017,116
|
|
Employee Transactions (B)
|
|
3,139
|
|
|
$
|
107.71
|
|
|
N/A
|
|
|
N/A
|
|
(A)
|
Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $8 billion of share repurchases of our common stock through
September 30, 2017
. The share repurchase authorization has no set expiration or termination date.
|
(B)
|
Includes: (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of stock options (granted under the Company’s Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Non-Employee Director Long-Term Incentive Plan) who exercised options; and (2) shares withheld (under the terms of grants under the Amended and Restated Employee Long-Term Incentive Plan) to offset tax withholding obligations that occur upon the delivery of common shares underlying restricted stock units and performance share units.
|
Item 6.
|
Exhibits
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.INS
|
dgx-20170930.xml
|
|
|
101.SCH
|
dgx-20170930.xsd
|
|
|
101.CAL
|
dgx-20170930_cal.xml
|
|
|
101.DEF
|
dgx-20170930_def.xml
|
|
|
101.LAB
|
dgx-20170930_lab.xml
|
|
|
101.PRE
|
dgx-20170930_pre.xml
|
|
|
|
|
By
|
/s/ Stephen H. Rusckowski
|
|
Stephen H. Rusckowski
|
|
Chairman, President and
|
|
Chief Executive Officer
|
|
|
|
|
By
|
/s/ Mark J. Guinan
|
|
Mark J. Guinan
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|