8-K
Quest Diagnostics Inc (DGX)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 4, 2021
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-12215 | 16-1387862 | |||
|---|---|---|---|---|
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||
| 500 Plaza Drive | ||||
| Secaucus, | NJ | 07094 | ||
| (Address of principal executive offices) | (Zip Code) | |||
| (973) | 520-2700 | |||
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value | DGX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On February 4, 2021 Quest Diagnostics Incorporated (the "Company") issued a press release announcing, among other things, its results for the quarter and full year ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01. Other Events
On February 4, 2021, the Company issued a press release announcing that the Company's Board of Directors authorized the Company to repurchase an additional $1 billion of the Company's common stock as part of the Company's common stock repurchase program and increased the quarterly dividend from $0.56 to $0.62 per share. The 10.7% increase in the quarterly dividend is the Company’s tenth since 2011 and is effective with the dividend payable on April 21, 2021 to shareholders of record of the Company’s common stock on April 7, 2021. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| d. | Exhibit | |
|---|---|---|
| 99.1 | Press release of Quest Diagnostics Incorporated datedFebruary 4, 2021, announcing, among other things, its results for the quarter and full year ended December 31, 2020. | |
| 99.2 | Press release of Quest Diagnostics Incorporated dated February 4, 2021, announcing the increase in its quarterly dividend and the increase in its share repurchase authorization. | |
| 104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
February 4, 2021
| QUEST DIAGNOSTICS INCORPORATED | |
|---|---|
| By: | /s/ William J. O'Shaughnessy, Jr. |
| William J. O'Shaughnessy, Jr. | |
| Deputy General Counsel and | |
| Corporate Secretary |
Document
Exhibit 99.1
QUEST DIAGNOSTICS REPORTS FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS; ESTABLISHES OUTLOOK FOR FIRST HALF OF 2021
•Fourth quarter revenues of $3.0 billion, up 55.8% versus 2019
•Fourth quarter diluted earnings per share from continuing operations ("EPS") of $4.21, up 126.9% from 2019; and adjusted diluted EPS of $4.48, up 167.7% from 2019
•Full year revenues of $9.44 billion, up 22.1% from 2019
•Full year diluted EPS of $10.47, up 70.8% from 2019; and adjusted diluted EPS of $11.18, up 70.4% from 2019
•Full year cash provided by operations of $2.0 billion, up 61.3% from 2019
SECAUCUS, N.J., Feb.4, 2021 - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today financial results for the fourth quarter and full year ended December 31, 2020.
"In a year dominated by the pandemic, Quest brought critical COVID-19 testing to our country, and delivered record revenues, earnings and cash from operations for the fourth quarter and full year 2020," said Steve Rusckowski, Chairman, CEO and President. “Declines in our base business recovered rapidly throughout the summer and fall; however the recovery stalled at the end of November and into December due to the surge in COVID-19 infections across the country. Continued high demand for COVID-19 testing drove our performance through the second half of the year.
“In light of the company’s strong financial position, we have increased our dividend and our share repurchase authorization while maintaining flexibility to pursue our M&A strategy,” Mr. Rusckowski continued. “Given the ongoing uncertainty regarding the trajectory of the virus and its impact on COVID-19 testing trends as well as further recovery of our base business, we are providing an outlook for the first six months of 2021. We expect to provide additional updates as the year progresses.”
Mr. Rusckowski continued: “The pandemic has tested our nearly 50,000 employees and they have responded as heroes, by developing COVID-19 tests, building test capacity, innovating new testing models with our retail partners, transporting specimens, delivering results and of course, supporting our customers. I’m proud of what we have achieved and optimistic about what we can accomplish in 2021.”
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | 2020 | 2019 | Change | |||||||||||
| (dollars in millions, except per share data) | ||||||||||||||||
| Reported: | ||||||||||||||||
| Net revenues | $ | 3,002 | $ | 1,926 | 55.8 | % | $ | 9,437 | $ | 7,726 | 22.1 | % | ||||
| Diagnostic information services revenues | $ | 2,922 | $ | 1,844 | 58.4 | % | $ | 9,139 | $ | 7,405 | 23.4 | % | ||||
| Revenue per requisition | 25.2 | % | 16.2 | % | ||||||||||||
| Requisition volume | 26.8 | % | 6.6 | % | ||||||||||||
| Organic requisition volume | 22.3 | % | 4.5 | % | ||||||||||||
| Operating income (a) | $ | 795 | $ | 363 | 119.1 | % | $ | 1,971 | $ | 1,231 | 60.2 | % | ||||
| Operating income as a percentage of net revenues (a) | 26.5 | % | 18.8 | % | 7.7 | % | 20.9 | % | 15.9 | % | 5.0 | % | ||||
| Income from continuing operations attributable to Quest Diagnostics (a) | $ | 579 | $ | 253 | 129.0 | % | $ | 1,431 | $ | 838 | 70.8 | % | ||||
| Diluted EPS (a) (b) | $ | 4.21 | $ | 1.86 | 126.9 | % | $ | 10.47 | $ | 6.13 | 70.8 | % | ||||
| Cash provided by operations | $ | 541 | $ | 348 | 55.4 | % | $ | 2,005 | $ | 1,243 | 61.3 | % | ||||
| Capital expenditures | $ | 162 | $ | 172 | (5.9) | % | $ | 418 | $ | 400 | 4.4 | % | ||||
| Adjusted: | ||||||||||||||||
| Operating income | $ | 860 | $ | 329 | 161.8 | % | $ | 2,210 | $ | 1,316 | 68.0 | % | ||||
| Operating income as a percentage of net revenues | 28.6 | % | 17.0 | % | 11.6 | % | 23.4 | % | 17.0 | % | 6.4 | % | ||||
| Income from continuing operations attributable to Quest Diagnostics | $ | 615 | $ | 228 | 170.0 | % | $ | 1,527 | $ | 896 | 70.4 | % | ||||
| Diluted EPS (b) | $ | 4.48 | $ | 1.67 | 167.7 | % | $ | 11.18 | $ | 6.56 | 70.4 | % |
(a)For further details impacting the year-over-year comparisons related to operating income, operating income as a percentage of net revenues, income from continuing operations attributable to Quest Diagnostics, and diluted EPS, see note 2 of the financial tables attached below.
(b)The sum of reported and adjusted diluted EPS for the four quarters of 2020 did not equal the total for the year ended December 31, 2020 due to quarterly fluctuations in the company's earnings and weighted average common shares outstanding throughout the year as a result of the impact of COVID-19 and the temporary suspension of repurchases under the company's share repurchase program.
Outlook for First Half of 2021
The company estimates its first half 2021 results as follows:
| Low | |
|---|---|
| Net revenues | 4.85 billion |
| Net revenues increase | 32.9% |
| Reported diluted EPS | 5.07 |
| Adjusted diluted EPS | 5.90 |
| Cash provided by operations | At least 800 million |
| Capital expenditures | Approximately 200 million |
All values are in US Dollars.
Note on Non-GAAP Financial Measures
As used in this press release the term “reported” refers to measures under accounting principles generally accepted in the United States (“GAAP”). The term “adjusted” refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, certain financial impacts resulting from the COVID-19 pandemic, amortization expense, excess tax benefits ("ETB") associated with stock-based compensation, a gain on remeasurement of an equity interest, costs associated with donations, contributions and other financial support through Quest for Health Equity, the company’s recently announced initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities, the gain on the sale and leaseback of a property, and other items.
Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables attached below include reconciliations of non-GAAP adjusted measures to GAAP measures.
Conference Call Information
Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today. The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, passcode: 7895081; or via live webcast on the company's website at www.QuestDiagnostics.com/investor. The company suggests participants dial in approximately 10 minutes before the call.
A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or by phone at 866-461-2735 for domestic callers or 203-369-1352 for international callers. No passcode is required. Telephone replays will be available from approximately 10:30 a.m. Eastern Time on February 4, 2021 until midnight Eastern Time on February 18, 2021. Anyone listening to the call is encouraged to read the company's periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.
About Quest Diagnostics
Quest Diagnostics empowers people to take action to improve health outcomes. Derived from the world’s largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management. Quest annually serves one in three adult Americans and half the physicians and hospitals in
the United States, and our nearly 50,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com.
Forward Looking Statements
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, impacts of the COVID-19 pandemic and measures taken in response, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government regulations, changing relationships with customers, payers, suppliers or strategic partners and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.
For further information: Denny Moynihan, Quest Diagnostics (Media): 973-520-2800, Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900
This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.
ADDITIONAL TABLES FOLLOW
Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Operations
For the Three and Twelve Months Ended December 31, 2020 and 2019
(in millions, except per share data)
(unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Net revenues | $ | 3,002 | $ | 1,926 | $ | 9,437 | $ | 7,726 |
| Operating costs and expenses and other operating expense (income): | ||||||||
| Cost of services | 1,733 | 1,264 | 5,804 | 5,037 | ||||
| Selling, general and administrative | 447 | 349 | 1,550 | 1,457 | ||||
| Amortization of intangible assets | 26 | 24 | 103 | 96 | ||||
| Other operating expense (income), net | 1 | (74) | 9 | (95) | ||||
| Total operating costs and expenses, net | 2,207 | 1,563 | 7,466 | 6,495 | ||||
| Operating income | 795 | 363 | 1,971 | 1,231 | ||||
| Other income (expense): | ||||||||
| Interest expense, net | (39) | (42) | (163) | (175) | ||||
| Other income, net | 2 | 7 | 76 | 20 | ||||
| Total non-operating expense, net | (37) | (35) | (87) | (155) | ||||
| Income from continuing operations before income taxes and equity in earnings of equity method investees | 758 | 328 | 1,884 | 1,076 | ||||
| Income tax expense | (191) | (72) | (460) | (247) | ||||
| Equity in earnings of equity method investees, net of taxes | 42 | 9 | 75 | 57 | ||||
| Income from continuing operations | 609 | 265 | 1,499 | 886 | ||||
| Income from discontinued operations, net of taxes | — | — | — | 20 | ||||
| Net income | 609 | 265 | 1,499 | 906 | ||||
| Less: Net income attributable to noncontrolling interests | 30 | 12 | 68 | 48 | ||||
| Net income attributable to Quest Diagnostics | $ | 579 | $ | 253 | $ | 1,431 | $ | 858 |
| Amounts attributable to Quest Diagnostics' common stockholders: | ||||||||
| Income from continuing operations | $ | 579 | $ | 253 | $ | 1,431 | $ | 838 |
| Income from discontinued operations, net of taxes | — | — | — | 20 | ||||
| Net income | $ | 579 | $ | 253 | $ | 1,431 | $ | 858 |
| Earnings per share attributable to Quest Diagnostics' common stockholders - basic: | ||||||||
| Income from continuing operations | $ | 4.28 | $ | 1.88 | $ | 10.62 | $ | 6.21 |
| Income from discontinued operations | — | — | — | 0.15 | ||||
| Net income | $ | 4.28 | $ | 1.88 | $ | 10.62 | $ | 6.36 |
| Earnings per share attributable to Quest Diagnostics' common stockholders - diluted: | ||||||||
| Income from continuing operations | $ | 4.21 | $ | 1.86 | $ | 10.47 | $ | 6.13 |
| Income from discontinued operations | — | — | — | 0.15 | ||||
| Net income | $ | 4.21 | $ | 1.86 | $ | 10.47 | $ | 6.28 |
| Weighted average common shares outstanding: | ||||||||
| Basic | 135 | 134 | 134 | 134 | ||||
| Diluted | 137 | 136 | 136 | 136 |
Quest Diagnostics Incorporated and Subsidiaries
Consolidated Balance Sheets
December 31, 2020 and 2019
(in millions, except per share data)
(unaudited)
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 1,158 | $ | 1,192 |
| Accounts receivable, net | 1,520 | 1,063 | ||
| Inventories | 223 | 123 | ||
| Prepaid expenses and other current assets | 157 | 112 | ||
| Total current assets | 3,058 | 2,490 | ||
| Property, plant and equipment, net | 1,627 | 1,453 | ||
| Operating lease right-of-use assets | 604 | 518 | ||
| Goodwill | 6,873 | 6,619 | ||
| Intangible assets, net | 1,167 | 1,121 | ||
| Investment in equity method investees | 521 | 482 | ||
| Other assets | 176 | 160 | ||
| Total assets | $ | 14,026 | $ | 12,843 |
| Liabilities and Stockholders' Equity | ||||
| Current liabilities: | ||||
| Accounts payable and accrued expenses | $ | 1,633 | $ | 1,041 |
| Current portion of long-term debt | 2 | 804 | ||
| Current portion of long-term operating lease liabilities | 141 | 145 | ||
| Total current liabilities | 1,776 | 1,990 | ||
| Long-term debt | 4,013 | 3,966 | ||
| Long-term operating lease liabilities | 499 | 413 | ||
| Other liabilities | 847 | 711 | ||
| Redeemable noncontrolling interest | 82 | 76 | ||
| Stockholders' equity: | ||||
| Quest Diagnostics stockholders' equity: | ||||
| Common stock, par value $0.01 per share; 600 shares authorized as of both December 31, 2020 and 2019; 217 shares issued as of both December 31, 2020 and 2019 | 2 | 2 | ||
| Additional paid-in capital | 2,841 | 2,722 | ||
| Retained earnings | 9,303 | 8,174 | ||
| Accumulated other comprehensive loss | (21) | (39) | ||
| Treasury stock, at cost; 84 shares as of both December 31, 2020 and 2019 | (5,366) | (5,218) | ||
| Total Quest Diagnostics stockholders' equity | 6,759 | 5,641 | ||
| Noncontrolling interests | 50 | 46 | ||
| Total stockholders' equity | 6,809 | 5,687 | ||
| Total liabilities and stockholders' equity | $ | 14,026 | $ | 12,843 |
Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Twelve Months Ended December 31, 2020 and 2019
(in millions)
(unaudited)
| Twelve Months Ended December 31, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 1,499 | $ | 906 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 361 | 329 | ||
| Provision for credit losses | 19 | 11 | ||
| Deferred income tax provision | 85 | 15 | ||
| Stock-based compensation expense | 97 | 56 | ||
| Losses (gains) on sale of property, plant and equipment | 3 | (70) | ||
| Other, net | (81) | (39) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (455) | (63) | ||
| Accounts payable and accrued expenses | 452 | 73 | ||
| Income taxes payable | 22 | 29 | ||
| Termination of interest rate swap agreements | 40 | — | ||
| Other assets and liabilities, net | (37) | (4) | ||
| Net cash provided by operating activities | 2,005 | 1,243 | ||
| Cash flows from investing activities: | ||||
| Business acquisitions, net of cash acquired | (330) | (58) | ||
| Proceeds from disposition of property, plant and equipment | 3 | 91 | ||
| Capital expenditures | (418) | (400) | ||
| Increase in investments and other assets | (27) | (44) | ||
| Net cash used in investing activities | (772) | (411) | ||
| Cash flows from financing activities: | ||||
| Proceeds from borrowings | 749 | 2,281 | ||
| Repayments of debt | (1,554) | (1,449) | ||
| Purchases of treasury stock | (325) | (353) | ||
| Exercise of stock options | 189 | 119 | ||
| Employee payroll tax withholdings on stock issued under stock-based compensation plans | (15) | (16) | ||
| Dividends paid | (297) | (286) | ||
| Distributions to noncontrolling interest partners | (58) | (54) | ||
| Other financing activities, net | 44 | (17) | ||
| Net cash (used in) provided by financing activities | (1,267) | 225 | ||
| Net change in cash and cash equivalents and restricted cash | (34) | 1,057 | ||
| Cash and cash equivalents and restricted cash, beginning of period | 1,192 | 135 | ||
| Cash and cash equivalents and restricted cash, end of period | $ | 1,158 | $ | 1,192 |
| Cash paid during the period for: | ||||
| Interest | $ | 201 | $ | 192 |
| Income taxes | $ | 360 | $ | 202 |
Notes to Financial Tables
1)The computation of basic and diluted earnings per common share is as follows:
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in millions, except per share data) | ||||||||
| Amounts attributable to Quest Diagnostics' common stockholders: | ||||||||
| Income from continuing operations | $ | 579 | $ | 253 | $ | 1,431 | $ | 838 |
| Income from discontinued operations, net of taxes | — | — | — | 20 | ||||
| Net income attributable to Quest Diagnostics' common stockholders | $ | 579 | $ | 253 | $ | 1,431 | $ | 858 |
| Income from continuing operations | $ | 579 | $ | 253 | $ | 1,431 | $ | 838 |
| Less: Earnings allocated to participating securities | 3 | 1 | 6 | 3 | ||||
| Earnings available to Quest Diagnostics' common stockholders - basic and diluted | $ | 576 | $ | 252 | $ | 1,425 | $ | 835 |
| Weighted average common shares outstanding - basic | 135 | 134 | 134 | 134 | ||||
| Effect of dilutive securities: | ||||||||
| Stock options and performance share units | 2 | 2 | 2 | 2 | ||||
| Weighted average common shares outstanding - diluted | 137 | 136 | 136 | 136 | ||||
| Earnings per share attributable to Quest Diagnostics' common stockholders - basic: | ||||||||
| Income from continuing operations | $ | 4.28 | $ | 1.88 | $ | 10.62 | $ | 6.21 |
| Income from discontinued operations | — | — | — | 0.15 | ||||
| Net income | $ | 4.28 | $ | 1.88 | $ | 10.62 | $ | 6.36 |
| Earnings per share attributable to Quest Diagnostics' common stockholders - diluted: | ||||||||
| Income from continuing operations | $ | 4.21 | $ | 1.86 | $ | 10.47 | $ | 6.13 |
| Income from discontinued operations | — | — | — | 0.15 | ||||
| Net income | $ | 4.21 | $ | 1.86 | $ | 10.47 | $ | 6.28 |
2)The following tables reconcile reported GAAP results to non-GAAP adjusted results:
| Three Months Ended December 31, 2020<br>(dollars in millions, except per share data) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating income | Operating income as a percentage of net revenues | Income tax expense (e) | Equity in earnings of equity method investees, net of taxes | Income from continuing operations attributable to Quest Diagnostics | Diluted EPS | |||||||
| As reported | $ | 795 | 26.5 | % | $ | (191) | $ | 42 | $ | 579 | $ | 4.21 |
| Restructuring and integration charges (a) | 15 | 0.5 | (5) | — | 10 | 0.07 | ||||||
| COVID-19 impact (b) | 22 | 0.6 | (4) | (2) | 14 | 0.10 | ||||||
| Amortization expense | 26 | 0.9 | (7) | 2 | 21 | 0.16 | ||||||
| Other (c) | 2 | 0.1 | 1 | (14) | (1) | — | ||||||
| ETB | — | — | (8) | — | (8) | (0.06) | ||||||
| As adjusted | $ | 860 | 28.6 | % | $ | (214) | $ | 28 | $ | 615 | $ | 4.48 |
| Twelve Months Ended December 31, 2020<br>(dollars in millions, except per share data) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income | Operating income as a percentage of net revenues | Income tax expense (e) | Equity in earnings of equity method investees, net of taxes | Income from continuing operations attributable to Quest Diagnostics | Diluted EPS | |||||||
| As reported | $ | 1,971 | 20.9 | % | $ | (460) | $ | 75 | $ | 1,431 | $ | 10.47 |
| Restructuring and integration charges (a) | 58 | 0.6 | (14) | — | 44 | 0.32 | ||||||
| COVID-19 impact (b) | 76 | 0.8 | (15) | (4) | 53 | 0.39 | ||||||
| Gain on remeasurement of equity interest (d) | — | — | 7 | — | (63) | (0.46) | ||||||
| Amortization expense | 103 | 1.1 | (28) | 11 | 86 | 0.63 | ||||||
| Other (c) | 2 | — | 1 | (14) | (1) | — | ||||||
| ETB | — | — | (23) | — | (23) | (0.17) | ||||||
| As adjusted | $ | 2,210 | 23.4 | % | $ | (532) | $ | 68 | $ | 1,527 | $ | 11.18 |
| Three Months Ended December 31, 2019<br>(dollars in millions, except per share data) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income | Operating income as a percentage of net revenues | Income tax expense (e) | Equity in earnings of equity method investees, net of taxes | Income from continuing operations attributable to Quest Diagnostics | Diluted EPS | |||||||
| As reported | $ | 363 | 18.8 | % | $ | (72) | $ | 9 | $ | 253 | $ | 1.86 |
| Restructuring and integration charges (a) | 14 | 0.7 | (4) | — | 10 | 0.07 | ||||||
| Other (c) | (72) | (3.8) | 18 | — | (54) | (0.39) | ||||||
| Amortization expense | 24 | 1.3 | (6) | 3 | 21 | 0.15 | ||||||
| ETB | — | — | (2) | — | (2) | (0.02) | ||||||
| As adjusted | $ | 329 | 17.0 | % | $ | (66) | $ | 12 | $ | 228 | $ | 1.67 |
| Twelve Months Ended December 31, 2019<br>(dollars in millions, except per share data) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating income | Operating income as a percentage of net revenues | Income tax expense (e) | Equity in earnings of equity method investees, net of taxes | Income from continuing operations attributable to Quest Diagnostics | Diluted EPS | |||||||
| As reported | $ | 1,231 | 15.9 | % | $ | (247) | $ | 57 | $ | 838 | $ | 6.13 |
| Restructuring and integration charges (a) | 78 | 1.0 | (21) | — | 57 | 0.42 | ||||||
| Other (c) | (89) | (1.1) | 18 | — | (71) | (0.50) | ||||||
| Amortization expense | 96 | 1.2 | (26) | 15 | 85 | 0.61 | ||||||
| ETB | — | — | (13) | — | (13) | (0.10) | ||||||
| As adjusted | $ | 1,316 | 17.0 | % | $ | (289) | $ | 72 | $ | 896 | $ | 6.56 |
(a)For both the three and twelve months ended December 31, 2020 and 2019, represents costs primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business. The following table summarizes the pre-tax impact of restructuring and integration charges on the company's consolidated statements of operations:
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (dollars in millions) | ||||||||
| Cost of services | $ | 6 | $ | 6 | $ | 27 | $ | 35 |
| Selling, general and administrative | 9 | 8 | 31 | 43 | ||||
| Operating income | $ | 15 | $ | 14 | $ | 58 | $ | 78 |
(b)For both the three and twelve months ended December 31, 2020, principally includes expense associated with payments to eligible employees to help offset expenses they incurred as a result of COVID-19 and incremental costs incurred primarily to protect the health and safety of the company's employees and customers. The twelve months ended December 31, 2020 also includes certain asset impairment charges.
The following table summarizes the pre-tax impact of these items on the company's consolidated statements of operations:
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (dollars in millions) | ||||||||
| Cost of services | $ | 19 | $ | — | $ | 57 | $ | — |
| Selling, general and administrative | 2 | — | 10 | — | ||||
| Other operating expense (income), net | 1 | — | 9 | — | ||||
| Operating income | $ | 22 | $ | — | $ | 76 | $ | — |
| Equity in earnings of equity method investees, net of taxes | $ | (2) | $ | — | $ | (4) | $ | — |
| Net income attributable to noncontrolling interest | $ | 2 | $ | — | $ | 4 | $ | — |
(c)For the three and twelve months ended December 31, 2020, primarily represents a gain recognized by an equity method investee to adjust certain of its investments to fair value, a loss on retirement of debt, and, to a lesser extent, costs associated with Quest for Health Equity. For the three months ended December 31, 2019, primarily represents a gain associated with the sale and leaseback of a property. For the twelve months ended December 31, 2019, the pre-tax impact primarily represents a gain associated with the sale and leaseback of a property, a gain associated with the decrease in the fair value of the contingent consideration accruals associated with previous acquisitions, and a gain
associated with an insurance claim for hurricane related losses, partially offset by costs incurred related to a data security incident and non-cash asset impairment charges.
The following table summarizes the pre-tax impact of these other items on the company's consolidated statement of operations:
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (dollars in millions) | ||||||||
| Selling, general and administrative | $ | 2 | $ | 1 | $ | 2 | $ | 6 |
| Other operating expense (income), net | — | (73) | — | (95) | ||||
| Operating income | $ | 2 | $ | (72) | $ | 2 | $ | (89) |
| Equity in earnings of equity method investees, net of taxes | $ | (14) | $ | — | $ | (14) | $ | — |
| Other income, net | $ | 10 | $ | — | $ | 10 | $ | — |
(d)For the twelve months ended December 31, 2020, the pre-tax impact represents a gain of $70 million recognized in other income, net based on the difference between the fair value and the carrying value of an equity interest. On August 1, 2020, the company completed its acquisition of the remaining 56% interest in Mid America Clinical Laboratories, LLC ("MACL") from its joint venture partners. As a result of the transaction, the company remeasured its previously held minority interest in MACL to fair value and recognized a gain.
(e)For restructuring and integration charges, COVID-19 impacts, other items and amortization expense, income tax impacts, where recorded, were primarily calculated using combined statutory income tax rates of 25.5% for both 2020 and 2019. For the gain on remeasurement of equity interest, income tax expense was calculated based on an effective income tax rate on the transaction of 11.8%, which is lower than the statutory income tax rate due to a permanent difference in the financial reporting and tax basis of goodwill. For the gain associated with an insurance claim for hurricane related losses in 2019, there was no net income tax expense as the company was able to utilize net operating loss carryforwards for which a valuation allowance had previously been established. For the gain in 2019 associated with the decrease in the fair value of the contingent consideration accruals associated with previous acquisitions, there was no net income tax expense related to acquisitions in which the gain is non-taxable.
3)Discontinued operations, net of taxes, for the twelve months ended December 31, 2019 includes discrete tax benefits of $20 million associated with the favorable resolution of certain tax contingencies related to Nichols Institute Diagnostics, a test kit manufacturing subsidiary whose operations were discontinued in 2006.
4)In November 2020, the company lifted the temporary suspension, announced on April 22, 2020, of the company’s common stock repurchase program. For the three months ended December 31, 2020, the company repurchased 2.0 million shares of its common stock for $250 million. For the twelve months ended December 31, 2020, the company repurchased 2.7 million shares of its common stock for $325 million. As of December 31, 2020, $0.9 billion remained available under the company’s share repurchase authorizations.
5)During the nine months ended September 30, 2020, the company received $138 million of funds that were appropriated to healthcare providers under the Coronavirus Aid, Relief, and Economic Security Act. During the three months ended December 31, 2020, the company returned the funds and net cash provided by operating activities includes the impact of the repayment.
6)The outlook for adjusted diluted EPS represents management’s estimates for the first half of 2021 before the impact of special items. Further impacts to earnings related to special items may occur throughout 2021. Additionally, the amount of ETB is dependent upon employee stock option exercises and the company's stock price, which are difficult to predict. The outlook for diluted EPS and adjusted diluted EPS is subject to the risks and uncertainties described under "Forward Looking Statements". The following table reconciles our first half of 2021 outlook for adjusted diluted EPS to the corresponding amounts determined under GAAP:
| Low | High | |||
|---|---|---|---|---|
| Diluted EPS | $ | 5.07 | $ | 6.07 |
| Restructuring and integration charges (a) | 0.33 | 0.33 | ||
| Amortization expense (b) | 0.32 | 0.32 | ||
| Costs associated with Quest for Health Equity (c) | 0.28 | 0.28 | ||
| ETB | (0.10) | (0.10) | ||
| Adjusted diluted EPS | $ | 5.90 | $ | 6.90 |
(a)Represents estimated pre-tax charges of $60 million primarily associated with systems conversions and integration costs incurred in connection with further restructuring and integrating our business. Income tax benefits were calculated using a combined statutory income tax rate of 25.5%.
(b)Represents the estimated impact of amortization expense for first half of 2021 on the calculation of adjusted diluted EPS. Amortization expense used in the calculation is as follows (dollars in millions):
| Amortization of intangible assets | $ | 54 |
|---|---|---|
| Amortization expense included in equity in earnings of equity method investees, net of taxes | 5 | |
| Total pre-tax amortization expense | $ | 59 |
| Total amortization expense, net of an estimated tax benefit using a combined statutory income tax rate of 25.5% | $ | 44 |
(c)Represents estimated pre-tax charges of $50 million associated donations, contributions and other financial support through Quest for Health Equity, the company's recently announced initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities. Income tax benefits were calculated using a combined statutory income tax rate of 25.5%.
11
Document
Exhibit 99.2
Quest Diagnostics Increases Dividend 10.7% To $0.62 Per Quarter;
Announces $1 Billion Increase in Share Repurchase Authorization
SECAUCUS, N.J., Feb. 4, 2021 - Quest Diagnostics Incorporated (NYSE: DGX), the world's leading provider of diagnostic information services, announced today the Company’s Board of Directors has authorized a 10.7% increase in its quarterly dividend from $0.56 to $0.62 per share. The increase is effective with the dividend payable on April 21, 2021 to shareholders of record of Quest Diagnostics common stock on April 7, 2021. With the increase, the annual dividend will be $2.48 per share. This dividend increase is the Company's tenth since 2011.
Additionally, the Board of Directors has increased the Company's share repurchase authorization by $1 billion. The increased authority is an addition to the $917 million that was available as of December 31, 2020 under the Company's share repurchase program. For the three months ended December 31, 2020, the Company repurchased 2.0 million shares of its common stock for $250 million.
Quest will hold its quarterly conference call to discuss results for the Fourth Quarter and Full Year 2020 at 8:30 a.m. Eastern Time today. The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, using the passcode: "7895081." The earnings release and live webcast will be posted on www.QuestDiagnostics.com/investor. The company suggests participants dial in approximately 10 minutes before the call.
About Quest Diagnostics
Quest Diagnostics empowers people to take action to improve health outcomes. Derived from the world's largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve health care management. Quest annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our nearly 50,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives. www.QuestDiagnostics.com.
SOURCE Quest Diagnostics
For further information: Shawn Bevec (Investors): 973-520-2900; Dennis Moynihan (Media): 973-520-2800