MADISON, N.J., Jan. 23, 2013 /PRNewswire/ -- Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today that for the fourth quarter ended December 31, 2012, adjusted income from continuing operations was $163 million, or $1.01 per diluted share, compared to adjusted income from continuing operations of $191 million, or $1.20 per diluted share, for 2011. In the fourth quarter of 2012, as previously announced, Hurricane Sandy reduced revenues by an estimated $21 million, operating income by an estimated $16 million and earnings per diluted share by an estimated $0.06. Fourth quarter results include a benefit of $0.02 per share in 2012 and $0.08 in 2011 associated with discrete tax items.

For the fourth quarter of 2012, reported income from continuing operations was $140 million, or $0.87 per diluted share, compared to reported income from continuing operations of $184 million, or $1.16 per diluted share, in 2011. Income from continuing operations in the fourth quarter of 2012 was reduced by $0.14 per diluted share related to restructuring and integration costs. In the fourth quarter of 2011, income from continuing operations was reduced by $0.02 per diluted share related to restructuring and integration costs and by $0.02 per diluted share related to CEO succession costs.

Revenues from continuing operations were $1.8 billion for the fourth quarter, 4.0% below the prior year. Diagnostic information services revenues decreased 4.4%. Volume, measured by the number of requisitions, declined 2.4% versus the prior year and revenue per requisition was 2.0% below the prior year. The impact of Hurricane Sandy in the quarter is estimated to have reduced diagnostic information services revenues by 1.3% and volume by 1.0%.

For the fourth quarter of 2012, adjusted operating income from continuing operations was $301 million, or 17.0% of revenues, compared to $332 million, or 17.9% of revenues, for 2011. Reported operating income from continuing operations was $265 million, or 14.9% of revenues, compared to $320 million, or 17.3% of revenues, in 2011. Cash provided by operations was $380 million, and benefited $90 million due to the timing of tax payments. Cash from operations was $338 million in the fourth quarter of 2011. During the fourth quarter of 2012, the company reduced outstanding debt by $147 million and repurchased $50 million of its common shares.

"During the fourth quarter, continued strong progress in our Invigorate cost-reduction initiative enabled us to mitigate some of the impact of revenue softness, which was exacerbated by the impact of Hurricane Sandy," said Steve Rusckowski, President and CEO. "In late 2012, we unveiled our new strategic plan to improve performance and build value for our shareholders. We have moved aggressively on all five elements of our plan, starting with our first strategic goal of refocusing on our core diagnostic information services business. We sold OralDNA and announced the planned sale of HemoCue. We continued to pursue a disciplined approach to capital deployment, announcing a substantial increase in our dividend, repurchasing shares, and investing in strategic opportunities as exemplified by our new relationship with UMass Memorial Health Care."

In connection with the company's strategy to refocus on diagnostic information services, the company sold OralDNA and announced its plan to sell its HemoCue diagnostic products business. As a result, its consolidated income statements for the full-year 2012 and 2011 reflect the operating results of these businesses as discontinued operations.

Full Year 2012 Performance

For the full year 2012, revenues from continuing operations were $7.4 billion, essentially unchanged from the prior year. Adjusted income from continuing operations was $701 million, or $4.36 per diluted share, compared to $704 million, or $4.38 per diluted share, in 2011. On a reported basis, income from continuing operations was $630 million, or $3.92 per diluted share, compared to $459 million, or $2.85 per diluted share, in 2011.

Adjusted operating income from continuing operations for 2012 was $1.3 billion, or 17.8% of revenues, compared to $1.3 billion, or 17.5% of revenues, for 2011. On a reported basis, operating income from continuing operations was $1.2 billion, or 16.3% of revenues, compared to $987 million, or 13.4% of revenues, in 2011. Cash provided by operations was $1.2 billion. In 2011, cash provided by operations was $895 million and was reduced by the Medi-Cal settlement payment. During 2012, the company reduced outstanding debt by $654 million and repurchased $200 million of its common shares.

Outlook for 2013

For 2013, the company estimates results from continuing operations, before special items, as follows:


    --  Revenue growth of between 0% and 1%;
    --  Earnings per diluted share to be between $4.35 and $4.55
    --  Cash provided by operations to approximate $1 billion
    --  Capital expenditures to approximate $250 million

"In 2013 our focus will continue to be driving operational excellence and restoring growth," said Mr. Rusckowski. "We will build on the positive momentum of our 2012 Invigorate performance in 2013. We expect results from our efforts to restore growth to gradually build throughout 2013, and anticipate continued revenue softness in the first half, with improvement thereafter."

Note on Non-GAAP Financial Measures

As used in this press release, the term "adjusted" refers to the operating performance measures that exclude the Medi-Cal charge, restructuring and integration charges, transaction costs related to acquisitions and CEO succession costs. Adjusted results do not exclude the impact of Hurricane Sandy in 2012 or the impact of severe weather in 2011. The GAAP to non-GAAP reconciliation for full year 2011 has been revised to reflect this change in treatment. Adjusted measures are presented because management believes those measures are useful adjuncts to reported results under accounting principles generally accepted in the United States. Adjusted measures should not be considered as an alternative to the corresponding measures determined under accounting principles generally accepted in the United States.

Conference Call Information

Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can also be accessed in listen-only mode by dialing 415-228-4961, passcode 3214469. The company suggests participants dial in approximately 10 minutes before the call. A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or by phone at 800-835-4610 for domestic callers, or 203-369-3352 for international callers. Telephone replays will be available from 10:30 a.m. Eastern Time on January 23 until midnight Eastern Time on February 23, 2013.

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

About Quest Diagnostics

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

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management's current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners and other factors discussed in "Business," "Risk Factors," "Cautionary Factors that May Affect Future Results," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures About Market Risk" in the company's 2011 Annual Report on Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk," and "Risk Factors" in the company's Quarterly Reports on Form 10-Q and other items throughout the Form 10-K and the company's 2012 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.

Contacts:
Kathleen Valentine (Investors): 973-520-2900
Wendy Bost (Media): 973-520-2800

TABLES FOLLOW




                                                                            Quest Diagnostics Incorporated and Subsidiaries
                                                                                 Consolidated Statements of Operations
                                                                    For the Three and Twelve Months Ended December 31, 2012 and 2011
                                                                          (in millions, except per share and percentage data)
                                                                                              (unaudited)


                                                                                                                       Three Months                                 Twelve Months
                                                                                                                    Ended December 31,                           Ended December 31,
                                                                                                                    ------------------                           ------------------
                                                                                                             2012                   2011          2012             2011
                                                                                                             ----                   ----          ----             ----
    Net revenues                                                                                                    $1,773.8                           $1,848.2                     $7,382.6  $7,391.9

    Operating costs and expenses:
    Cost of services                                                                                      1,072.6                        1,068.8                4,364.7              4,362.9
    Selling, general and administrative                                                                     421.0                          441.0                1,745.2              1,743.1
    Amortization of intangible assets                                                                        18.5                           17.8                   74.7                 61.2
    Other operating (income) expense, net                                                                    (3.3)                           0.2                   (2.8)               238.1
                                                                                                             ----                            ---                   ----                -----
    Total operating costs and expenses                                                                    1,508.8                        1,527.8                6,181.8              6,405.3
                                                                                                          -------                        -------                -------              -------

    Operating income                                                                                        265.0                          320.4                1,200.8                986.6

    Other income (expense):
    Interest expense, net                                                                                   (40.0)                         (42.6)                (164.7)              (169.6)
    Equity earnings in unconsolidated joint ventures                                                          6.0                            6.1                   25.6                 29.0
    Other income, net                                                                                         0.6                            3.5                    6.7                  2.8
    Total non-operating expenses, net                                                                       (33.4)                         (33.0)                (132.4)              (137.8)
                                                                                                            -----                          -----                 ------               ------

    Income from continuing operations before taxes                                                          231.6                          287.4                1,068.4                848.8
    Income tax expense                                                                                       81.6                           93.8                  401.9                354.7
                                                                                                             ----                           ----                  -----                -----
    Income from continuing operations                                                                       150.0                          193.6                  666.5                494.1
    Income (loss) from discontinued operations, net of taxes                                                (84.4)                           5.3                  (74.4)                11.6
                                                                                                            -----                            ---                  -----                 ----
    Net income                                                                                               65.6                          198.9                  592.1                505.7
    Less: Net income attributable to noncontrolling interests                                                 9.8                            9.4                   36.4                 35.1
    Net income attributable to Quest Diagnostics                                                                       $55.8                             $189.5                       $555.7    $470.6
                                                                                                                       -----                             ------                       ------    ------


    Amounts attributable to Quest Diagnostics' common stockholders:
    Income from continuing operations                                                                                 $140.2                             $184.2                       $630.1    $459.0
    Income (loss) from discontinued operations, net of taxes                                                (84.4)                           5.3                  (74.4)                11.6
    Net income                                                                                                         $55.8                             $189.5                       $555.7    $470.6
                                                                                                                       -----                             ------                       ------    ------


    Earnings per share attributable to Quest Diagnostics' common
         stockholders - basic:
    Income from continuing operations                                                                                  $0.88                              $1.17                        $3.96     $2.88
    Income (loss) from discontinued operations                                                              (0.53)                          0.03                  (0.47)                0.07
    Net income                                                                                                         $0.35                              $1.20                        $3.49     $2.95
                                                                                                                       -----                              -----                        -----     -----


    Earnings per share attributable to Quest Diagnostics' common
         stockholders - diluted:
    Income from continuing operations                                                                                  $0.87                              $1.16                        $3.92     $2.85
    Income (loss) from discontinued operations                                                              (0.53)                          0.03                  (0.46)                0.07
    Net income                                                                                                         $0.34                              $1.19                        $3.46     $2.92
                                                                                                                       -----                              -----                        -----     -----


    Weighted average common shares outstanding:
    Basic                                                                                                   158.7                          157.8                  158.6                158.7
    Diluted                                                                                                 160.1                          159.1                  160.1                160.2


    Operating income as a percentage of net revenues                                                         14.9%                          17.3%                  16.3%                13.4%



                                                                                                     Quest Diagnostics Incorporated and Subsidiaries
                                                                                                               Consolidated Balance Sheets
                                                                                                                December 31, 2012 and 2011
                                                                                                           (in millions, except per share data)

                                                                                                                                                      December 31,            December 31,
                                                                                                                                                           2012                    2011
                                                                                                                                                     -------------           -------------
                                                                                                                                                      (unaudited)
    Assets
    ------
    Current assets:
    Cash and cash equivalents                                                                                                                                         $295.6                    $164.9
    Accounts receivable, net                                                                                                                                 867.0                     906.5
    Inventories                                                                                                                                               93.1                      89.1
    Deferred income taxes                                                                                                                                    174.2                     153.3
    Prepaid expenses and other current assets                                                                                                                 91.0                      87.4
    Current assets held for sale                                                                                                                              40.2                         -
                                                                                                                                                              ----                       ---
    Total current assets                                                                                                                                   1,561.1                   1,401.2
    Property, plant and equipment, net                                                                                                                       755.8                     799.8
    Goodwill                                                                                                                                               5,535.8                   5,795.8
    Intangible assets, net                                                                                                                                   872.2                   1,035.6
    Other assets                                                                                                                                             204.6                     281.0
    Non-current assets held for sale                                                                                                                         354.4                         -
                                                                                                                                                             -----                       ---
    Total assets                                                                                                                                                    $9,283.9                  $9,313.4
                                                                                                                                                                    --------                  --------

    Liabilities and Stockholders' Equity
    ------------------------------------
    Current liabilities:
    Accounts payable and accrued expenses                                                                                                                           $1,016.2                    $906.8
    Short-term borrowings and current portion of long-term debt                                                                                                9.4                     654.4
    Current liabilities held for sale                                                                                                                         22.0                         -
    Total current liabilities                                                                                                                              1,047.6                   1,561.2
    Long-term debt                                                                                                                                         3,354.2                   3,370.5
    Other liabilities                                                                                                                                        635.5                     666.7
    Non-current liabilities held for sale                                                                                                                     60.8                         -
    Stockholders' equity:
    Quest Diagnostics stockholders' equity:
    Common stock, par value $0.01 per share; 600 shares authorized at both December 31, 2012 and                                                               2.2                       2.1
           2011; 215.1 shares and 214.6 shares issued at December 31, 2012 and 2011, respectively
    Additional paid-in capital                                                                                                                             2,370.7                   2,347.5
    Retained earnings                                                                                                                                      4,690.4                   4,263.6
    Accumulated other comprehensive income (loss)                                                                                                             14.3                      (8.0)
    Treasury stock, at cost; 56.7 shares and 57.2 shares at December 31, 2012 and 2011, respectively                                                      (2,914.5)                (2,912.3)
                                                                                                                                                          --------                  --------
    Total Quest Diagnostics stockholders' equity                                                                                                           4,163.1                   3,692.9
    Noncontrolling interests                                                                                                                                  22.7                      22.1
                                                                                                                                                              ----                      ----
    Total stockholders' equity                                                                                                                             4,185.8                   3,715.0
    Total liabilities and stockholders' equity                                                                                                                      $9,283.9                  $9,313.4
                                                                                                                                                                    --------                  --------



                                                                                         Quest Diagnostics Incorporated and Subsidiaries
                                                                                              Consolidated Statements of Cash Flows
                                                                                      For the Twelve Months Ended December 31, 2012 and 2011
                                                                                                          (in millions)
                                                                                                           (unaudited)

                                                                                                                                                 Twelve Months Ended
                                                                                                                                                    December 31,
                                                                                                                                                    ------------
                                                                                                                                                 2012              2011
                                                                                                                                                 ----              ----
    Cash flows from operating activities:
    Net income                                                                                                                                          $592.1                     $505.7
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                                                                               286.6                       281.1
    Provision for doubtful accounts                                                                                                             268.6                       279.6
    Deferred income tax provision                                                                                                                 6.5                        28.6
    Stock-based compensation expense                                                                                                             50.3                        71.9
    Excess tax benefits from stock-based compensation arrangements                                                                               (4.0)                       (4.5)
    Provision for special charge                                                                                                                    -                       236.0
    Asset impairment and loss on sale of business                                                                                                86.3                           -
    Other, net                                                                                                                                   (7.7)                        8.6
    Changes in operating assets and liabilities:
    Accounts receivable                                                                                                                        (243.0)                     (306.7)
    Accounts payable and accrued expenses                                                                                                       (13.2)                      (17.6)
    Settlement of special charge                                                                                                                    -                      (241.0)
    Income taxes payable                                                                                                                        100.6                        39.1
    Termination of interest rate swap agreements                                                                                                 71.8                           -
    Other assets and liabilities, net                                                                                                            (7.8)                       14.7
    Net cash provided by operating activities                                                                                                 1,187.1                       895.5
                                                                                                                                              -------                       -----

    Cash flows from investing activities:
    Business acquisitions, net of cash acquired                                                                                                 (50.6)                  (1,298.6)
    Sale of securities acquired in business acquisition                                                                                             -                       213.5
    Capital expenditures                                                                                                                       (182.2)                     (161.5)
    Decrease in investments and other assets                                                                                                     15.7                         3.2
    Net cash used in investing activities                                                                                                      (217.1)                  (1,243.4)
                                                                                                                                               ------                    --------

    Cash flows from financing activities:
    Proceeds from borrowings                                                                                                                    715.0                     2,689.4
    Repayments of debt                                                                                                                       (1,369.4)                  (1,710.3)
    Purchases of treasury stock                                                                                                                (200.0)                     (935.0)
    Exercise of stock options                                                                                                                   162.1                       136.8
    Excess tax benefits from stock-based compensation arrangements                                                                                4.0                         4.5
    Dividends paid                                                                                                                             (108.1)                      (64.7)
    Distributions to noncontrolling interests                                                                                                   (37.8)                      (35.7)
    Other financing activities, net                                                                                                              12.1                       (21.5)
    Net cash (used in) provided by financing activities                                                                                        (822.1)                       63.5
                                                                                                                                               ------                        ----

    Net change in cash and cash equivalents                                                                                                     147.9                      (284.4)
    Less: Cash included in assets held for sale                                                                                                 (17.2)                          -
    Cash and cash equivalents, beginning of period                                                                                              164.9                       449.3
                                                                                                                                                -----                       -----
    Cash and cash equivalents, end of period                                                                                                            $295.6                     $164.9
                                                                                                                                                        ------                     ------

    Cash paid during the period for:
    Interest                                                                                                                                            $163.1                     $161.8
    Income taxes                                                                                                                                        $305.4                     $285.3

Notes to Financial Tables


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

                                                                                          Three Months Ended                       Twelve Months Ended
                                                                                             December 31,                             December 31,
                                                                                             ------------                             ------------
                                                                                          2012              2011                 2012              2011
                                                                                          ----              ----                 ----              ----
                                                                                                         (in millions, except per share data)
    Amounts attributable to Quest Diagnostics' common stockholders:
    Income from continuing operations                                                            $140.2                                 $184.2           $630.1 $459.0
    Income (loss) from discontinued operations, net of taxes                             (84.4)                       5.3                         (74.4)   11.6
    Net income available to common stockholders                                                   $55.8                                 $189.5           $555.7 $470.6
                                                                                                  -----                                 ------           ------ ------

    Income from continuing operations                                                            $140.2                                 $184.2           $630.1 $459.0
    Less: Earnings allocated to participating securities                                   0.6                        1.0                           2.5     2.9
    Earnings available to Quest Diagnostics' common stockholders - basic and diluted             $139.6                                 $183.2           $627.6 $456.1
                                                                                                 ------                                 ------           ------ ------

    Weighted average common shares outstanding - basic                                   158.7                      157.8                         158.6   158.7
    Effect of dilutive securities:
    Stock options and performance share units                                              1.4                        1.3                           1.5     1.5
    Weighted average common shares outstanding - diluted                                 160.1                      159.1                         160.1   160.2
                                                                                         -----                      -----                         -----   -----

    Earnings per share attributable to Quest Diagnostics' common stockholders - basic:
    Income from continuing operations                                                             $0.88                                  $1.17            $3.96  $2.88
    Income (loss) from discontinued operations                                           (0.53)                      0.03                         (0.47)   0.07
    Net income                                                                                    $0.35                                  $1.20            $3.49  $2.95
                                                                                                  -----                                  -----            -----  -----

    Earnings per share attributable to Quest Diagnostics' common stockholders - diluted:
    Income from continuing operations                                                             $0.87                                  $1.16            $3.92  $2.85
    Income (loss) from discontinued operations                                           (0.53)                      0.03                         (0.46)   0.07
    Net income                                                                                    $0.34                                  $1.19            $3.46  $2.92
                                                                                                  -----                                  -----            -----  -----

    2)           Adjusted amounts for operating
                 income, operating income as a
                 percentage of net revenues, income
                 from continuing operations, and
                 diluted earnings per common share
                 represent the Company's results
                 before the Medi-Cal charge,
                 restructuring and integration
                 charges, transaction costs related
                 to the acquisitions of Athena
                 Diagnostics and Celera
                 Corporation, and CEO succession
                 costs.  Adjusted measures are
                 presented because management
                 believes those measures are useful
                 adjuncts to reported results under
                 accounting principles generally
                 accepted in the United States when
                 comparing results of operations
                 from period to period.  Adjusted
                 measures should not be considered
                 as an alternative to the
                 corresponding measures determined
                 under accounting principles
                 generally accepted in the United
                 States.  The following tables
                 reconcile reported results to
                 adjusted results:

                            Three Months Ended December 31, 2012
                        (dollars in millions, except per share data)
                         -------------------------------------------
                                      Restructuring
                                       & Integration
                                          Charges
                As Reported                 (a)               As Adjusted
                -----------                 ---               -----------
     Operating
     income                   $265.0                                      $36.4        $301.4
     Operating
     income
     as
     a
     %
     of
     net
     revenues          14.9%                             2.1%                    17.0%
     Income
     from
     continuing
     operations
     (b)              140.2                             22.3                    162.5
     Diluted
     earnings
     per
     common
     share             0.87                             0.14                     1.01

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

    (b)             For the restructuring and
                    integration charges, income tax
                    benefits were calculated using
                    a combined federal and state
                    rate of 38.7%.


                                                Twelve Months Ended December 31, 2012
                                            (dollars in millions, except per share data)
                                             -------------------------------------------
                                                        Restructuring & CEO Succession
                                                           Integration       Costs
                                                  Charges
                                            As Reported        (c)                      (d)     As Adjusted
                                            -----------        ---                      ---     -----------
    Operating income                            $1,200.8                                  $106.0             $10.1  $1,316.9
    Operating income as a % of net revenues        16.3%                     1.4%                       0.1%  17.8%
    Income from continuing operations (e)         630.1                     65.0                        6.1  701.2
    Diluted earnings per common share              3.92                     0.40                       0.04   4.36

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

    (d)               Principally represents accrued
                      severance and accelerated
                      vesting of equity awards in
                      connection with the succession
                      of our prior CEO.

    (e)               For both the restructuring and
                       integration charges, and CEO
                       succession costs, income tax
                       benefits were calculated using
                       a combined federal and state
                       rate of 38.7%.


                                                Three Months Ended December 31, 2011
                                            (dollars in millions, except per share data)
                                             -------------------------------------------
                                                                Restructuring &  CEO
                                                                  Integration Succession
                                                                    Charges     Costs
                                            As Reported               (f)                 (g) As Adjusted
                                            -----------               ---                 --- -----------
    Operating income                                   $320.4                                  $5.5          $5.6  $331.5
    Operating income as a % of net revenues        17.3%                            0.3%               0.3%  17.9%
    Income from continuing operations (h)         184.2                             3.4                3.4  191.0
    Diluted earnings per common share              1.16                            0.02               0.02   1.20

    (f)              Includes $8.7 million of pre-
                     tax costs principally
                     associated with professional
                     fees incurred in conjunction
                     with further restructuring and
                     integrating our business. The
                     remainder is primarily
                     associated with the reversal of
                     certain previously established
                     reserves for restructuring
                     activities, principally
                     associated with workforce
                     reductions.

    (g)              Principally represents accrued
                      severance and accelerated
                      vesting of equity awards in
                      connection with the succession
                      of our prior CEO.

    (h)              For both the restructuring and
                     integration charges, and CEO
                     succession costs, income tax
                     benefits were calculated using
                     a combined federal and state
                     rate of 38.7%.


                                               Twelve Months Ended December 31, 2011
                                            (dollars in millions, except per share data)
                                            -------------------------------------------
                                                   Medi-Cal     Restructuring & Transaction CEO
                                                 Settlement           Integration  Costs Succession
                                                                        Charges            Costs
                                            As Reported (i)               (j)                      (k) (l) As Adjusted
                                            ----------- ---               ---                      --- --- -----------
    Operating income                              $986.6                              $236.0                 $52.1           $16.9        $5.6 $1,297.2
    Operating income as a % of net revenues        13.4%      3.1%                                    0.7%     0.2%     0.1%        17.5%
    Income from continuing operations (m)         459.0     194.7                                     31.9     15.2     3.4        704.2
    Diluted earnings per common share              2.85      1.22                                     0.20     0.09    0.02         4.38

    (i)              Represents the first quarter 2011
                     pre-tax charge of $236 million
                     associated with the Medi-Cal
                     settlement.

    (j)              Represents costs incurred in
                     conjunction with further
                     restructuring and integrating our
                     business, and includes $41.6
                     million of pre-tax charges,
                     principally associated with
                     workforce reductions, with the
                     remainder principally
                     professional fees.

    (k)              Includes $20.0 million of pre-tax
                     transaction costs, associated
                     with the acquisitions of Athena
                     Diagnostics and Celera
                     Corporation. Of these costs,
                     $16.9 million, primarily related
                     to professional fees, was
                     recorded in selling, general, and
                     administrative expenses and $3.1
                     million of financing related
                     costs were recorded in interest
                     expense, net.

    (l)              Principally represents accrued
                     severance and accelerated vesting
                     of equity awards in connection
                     with the succession of our prior
                     CEO.

    (m)              Income tax benefit of $41.3
                     million associated with the Medi-
                     Cal charge was calculated by
                     applying a combined federal and
                     the applicable state tax rate of
                     36% to the portion of the
                     settlement for which a tax
                     benefit has been recorded. Income
                     tax benefit of $4.8 million
                     associated with transaction costs
                     was calculated by applying a
                     combined federal and state rate
                     of 38.7% to those costs for which
                     a tax benefit has been recorded.
                     For the impact of restructuring
                     and integration charges, income
                     tax benefits were calculated
                     using a combined federal and
                     state rate of 38.7%.

    3)           The following tables summarize the
                 impact to the year over year
                 comparisons for the Medi-Cal
                 charge, restructuring and
                 integration charges, transaction
                 costs, and CEO succession costs
                 on certain reported results for
                 the three and twelve months ended
                 December 31, 2012 and 2011 (in
                 millions, except per share data):


                                                                                    Three Months ended December 31, 2012 and 2011
                                                                                    ---------------------------------------------
                                                  Restructuring &                                       CEO Succession Costs
                                                Integration Charges
                                                -------------------
                                        2012           2011          Better (Worse)            2012                 2011            Better
                                                                                                                                    (Worse)
                                        ----           ----          --------------            ----                 ----           -------
    Cost of services                         $22.9                                   $(2.7)                                $(25.6)             $ -      $ - $ -
    Selling, general and administrative 13.5                     8.2                           (5.3)                            -            5.6    5.6
    Operating income                    36.4                     5.5                          (30.9)                            -            5.6    5.6
    Income from continuing operations   22.3                     3.4                          (18.9)                            -            3.4    3.4
    Diluted earnings per common share   0.14                    0.02                          (0.12)                            -           0.02   0.02


                                                                                    Twelve Months ended December 31, 2012 and 2011
                                                                                    ----------------------------------------------
                                                   Restructuring &                                        CEO Succession Costs
                                                 Integration Charges
                                                 -------------------
                                         2012           2011          Better (Worse)             2012                 2011            Better
                                                                                                                                      (Worse)
                                         ----           ----          --------------             ----                 ----           -------
    Cost of services                          $51.5                                    $22.2                                 $(29.3)             $ -        $ - $ -
    Selling, general and administrative  54.5                    29.9                           (24.6)                         10.1            5.6    (4.5)
    Operating income                    106.0                    52.1                           (53.9)                         10.1            5.6    (4.5)
    Income from continuing operations    65.0                    31.9                           (33.1)                          6.1            3.4    (2.7)
    Diluted earnings per common share    0.40                    0.20                           (0.20)                         0.04           0.02   (0.02)

                                                Medi-Cal Settlement                                     Transaction Costs
                                                -------------------                                     -----------------
                                         2012           2011          Better (Worse)             2012                 2011            Better
                                                                                                                                      (Worse)
                                         ----           ----          --------------             ----                 ----           -------
    Cost of services                        $     -                                $       -                             $        -              $ -        $ - $ -
    Selling, general and administrative     -                       -                               -                             -           16.9    16.9
    Operating income                        -                   236.0                           236.0                             -           16.9    16.9
    Income from continuing operations       -                   194.7                           194.7                             -           15.2    15.2
    Diluted earnings per common share       -                    1.22                            1.22                             -           0.09    0.09

    4)           The Company previously announced
                 its plan to sell its HemoCue
                 diagnostics products business and
                 completed the sale of its OralDNA
                 salivary-diagnostics business.
                 As a result, the Company's fourth
                 quarter 2012 results include
                 related after-tax charges in
                 discontinued operations for the
                 estimated asset impairment
                 associated with HemoCue and the
                 loss on sale associated with
                 OralDNA totaling $89.5 million, or
                 $0.56 per diluted share, in the
                 period.  Results of operations for
                 HemoCue and OralDNA have been
                 reported as discontinued
                 operations in the accompanying
                 financial tables and related notes
                 to financial tables for all
                 periods presented.  At December
                 31, 2012, the assets and
                 liabilities of HemoCue have been
                 reported as held for sale on the
                 accompanying balance sheet.


             The Company's consolidated
             income statements for the full-
             year 2012 and 2011 reflect the
             operating results of HemoCue
             and OralDNA as discontinued
             operations.  The combined
             results of HemoCue and OralDNA
             are as follows:


             --Revenues of $117 million in 2012
             and $119 million in 2011;
             --Operating income of $11 million
             in 2012 and $8 million in 2011;
             --Net income from operations of
             $15 million in 2012 and $13
             million in 2011; and
             --Earnings per diluted share of
             $0.09 in 2012 and $0.08 in 2011.

             To assist in understanding how
             treating HemoCue and OralDNA as
             discontinued operations has
             impacted 2012 financial
             performance, the following table
             summarizes the affects on certain
             financial measures of such
             treatment, and presents  "Proforma
             Adjusted Results"  including
             HemoCue and OralDNA.


    Three Months Ended December 31, 2012                                       Continuing Adjustments for Proforma Loss on Sale Restructuring &     CEO
                                                                                Operations       HemoCue and            /Impairment Integration  Succession
                                                                                                     OralDNA                            Charges       Costs Proforma
                                                                                                                Results                                     Adjusted
                                  (dollars in millions, except per share data) As Reported             (a)          (b)        (c)        (d)            (e) Results
                                  -------------------------------------------  -----------             ---          ---        ---        ---            --- -------
    Net revenues                                                                            $1,773.8                     $31.0                  $1,804.8             $  -       $ -         $ - $1,804.8
    Operating income (loss)                                                          265.0                   (82.7)              182.3              86.4          37.7       -        306.4
    Operating income (loss) as a % of net revenues                                    14.9%                  (4.8)%               10.1%              4.8%          2.1%      -         17.0%
    Income (loss) from continuing operations (f)                                     140.2                   (84.5)               55.7              89.5          23.1       -        168.3
    Diluted earnings (loss) per common share                                          0.87                   (0.53)               0.34              0.56          0.15       -         1.05

    Twelve Months Ended December 31, 2012
    (dollars in millions, except per share data)
    -------------------------------------------
    Net revenues                                                                            $7,382.6                    $116.9                  $7,499.5             $  -       $ -         $ - $7,499.5
    Operating income (loss)                                                        1,200.8                   (75.4)            1,125.4              86.4         107.8    10.1      1,329.7
    Operating income (loss) as a % of net revenues                                    16.3%                  (1.3)%               15.0%              1.2%          1.4%    0.1%        17.7%
    Income (loss) from continuing operations (f)                                     630.1                   (74.7)              555.4              89.5          66.3     6.1        717.3
    Diluted earnings (loss) per common share                                          3.92                   (0.47)               3.45              0.56          0.42    0.04         4.47

    (a)               Represents the results of
                      HemoCue and Oral DNA included
                      in discontinued operations,
                      which include charges for asset
                      impairment and loss on sale.

    (b)               Represents the results before
                      the treatment of HemoCue and
                      Oral DNA as discontinued
                      operations.

    (c)               Represents pre-tax charges
                      totaling $86.4 million, for
                      asset impairment of HemoCue and
                      loss on sale of OralDNA.
                      Income (loss) from continuing
                      operations includes $7.5
                      million income tax expense
                      related to the re-valuation of
                      deferred tax assets associated
                      with HemoCue.

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

    (e)               Principally represents accrued
                      severance and accelerated
                      vesting of equity awards in
                      connection with the succession
                      of our prior CEO.

    (f)               For both the restructuring and
                      integration charges, and CEO
                      succession costs, income tax
                      benefits were calculated using
                      a combined federal and state
                      rate of 38.7%.

    5)           Other operating (income) expense, net
                 includes special charges, and
                 miscellaneous income and expense
                 items related to operating
                 activities. For the twelve months
                 ended December 31, 2011, other
                 operating expense, net included a
                 pre-tax charge of $236 million
                 associated with the Medi-Cal
                 settlement.

    6)           Other income, net represents
                 miscellaneous income and expense
                 items related to non-operating
                 activities, such as gains and losses
                 associated with investments and other
                 non-operating assets.  For the three
                 months ended December 31, 2012 and
                 2011, other income, net includes
                 gains of $0.5 million and $3.8
                 million, respectively, associated
                 with investments held in trusts
                 pursuant to our supplemental deferred
                 compensation plans.  For the twelve
                 months ended December 31, 2012 and
                 2011, other income, net includes
                 gains of $6.5 million and $0.3
                 million, respectively, associated
                 with investments held in trusts
                 pursuant to our supplemental deferred
                 compensation plans.  For the twelve
                 months ended December 31, 2011, other
                 income, net includes a pre-tax gain
                 of $3.2 million associated with the
                 sale of an investment.

    7)           Results for both the three and twelve
                 months ended December 31, 2012
                 include discrete tax benefits of
                 $0.02 per diluted share. Results for
                 the three and twelve months ended
                 December 31, 2011 include discrete
                 tax benefits of $0.08 and $0.11 per
                 diluted share, respectively,
                 primarily associated with certain
                 state tax planning initiatives and
                 the favorable resolution of certain
                 tax contingencies.

    8)           In January 2012, our Board of
                 Directors authorized $1.0 billion of
                 additional share repurchases,
                 bringing the total available under
                 share repurchase authorizations at
                 that time to $1.1 billion.  For the
                 three months ended December 31, 2012,
                 the Company repurchased 869 thousand
                 shares of its common stock at an
                 average price of $57.55 per share for
                 $50 million.  For the twelve months
                 ended December 31, 2012, the Company
                 repurchased 3.4 million shares of its
                 common stock at an average price of
                 $58.31 per share for $200 million.
                 For the three and twelve months ended
                 December 31, 2012, the Company
                 reissued 0.5 million shares and 3.9
                 million shares, respectively, for
                 employee benefit plans.  As of
                 December 31, 2012, the Company had
                 $865 million remaining under share
                 repurchase authorizations.

SOURCE Quest Diagnostics Incorporated