UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006
Commission file number 001-12215

Quest Diagnostics Incorporated

1290 Wall Street West
Lyndhurst, NJ 07071
(201) 393-5000

Delaware
(State of Incorporation)

16-1387862
(I.R.S. Employer Identification Number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x  Accelerated filer o  Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

As of July 21, 2006, there were 197,132,513 outstanding shares of the registrant’s common stock, $.01 par value.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
		Page
	Index to consolidated financial statements filed as part of this report:
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2006 and 2005	2
	Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	30
Item 4.	Controls and Procedures
	Controls and Procedures	30

1

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(in thousands, except per share data)
(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Net revenues	$	1,584,335		$	1,377,529		$	3,139,743		$	2,697,014
Operating costs and expenses:
Cost of services		936,432			798,678			1,859,416			1,578,760
Selling, general and administrative		363,339			315,674			721,529			624,022
Amortization of intangible assets		2,257			933			4,595			1,864
Other operating expense, net		19,682			1,091			47,037			1,302
Total operating costs and expenses		1,321,710			1,116,376			2,632,577			2,205,948
Operating income		262,625			261,153			507,166			491,066
Other income (expense):
Interest expense, net		(22,662	)		(12,640	)		(46,186	)		(25,423	)
Minority share of income		(5,850	)		(5,072	)		(11,258	)		(10,085	)
Equity earnings in unconsolidated joint ventures		6,632			6,440			14,644			13,654
Other income (expense), net		(12,686	)		(544	)		4,754			211
Total non-operating expenses, net		(34,566	)		(11,816	)		(38,046	)		(21,643	)
Income before taxes		228,059			249,337			469,120			469,423
Income tax expense		96,082			100,248			192,507			188,723
Net income	$	131,977		$	149,089		$	276,613		$	280,700
Earnings per common share:
Basic	$	0.67		$	0.74		$	1.40		$	1.39
Diluted	$	0.66		$	0.72		$	1.38		$	1.36
Weighted average common shares outstanding:
Basic		198,013			202,597			198,204			202,158
Diluted		200,586			206,554			200,810			206,348
Dividends per common share	$	0.10		$	0.09		$	0.20		$	0.18

The accompanying notes are an integral part of these statements.

2

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2006 AND DECEMBER 31, 2005
(in thousands, except per share data)
(unaudited)

	June 30, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	150,679		$	92,130
Accounts receivable, net of allowance for doubtful accounts of $198,347 and $193,754 at June 30, 2006 and December 31, 2005, respectively		800,279			732,907
Inventories		71,463			77,939
Deferred income taxes		121,282			107,442
Prepaid expenses and other current assets		75,608			59,079
Total current assets		1,219,311			1,069,497
Property, plant and equipment, net		742,030			753,663
Goodwill, net		3,200,649			3,197,227
Intangible assets, net		140,799			147,383
Other assets		144,805			138,345
Total assets	$	5,447,594		$	5,306,115
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	814,575		$	764,453
Short-term borrowings and current portion of long-term debt		291,935			336,839
Total current liabilities		1,106,510			1,101,292
Long-term debt		1,240,613			1,255,386
Other liabilities		197,471			186,453
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01 per share; 600,000 and 300,000 shares authorized at June 30, 2006 and December 31, 2005, respectively; 213,734 and 213,674 issued at June 30, 2006 and December 31, 2005, respectively		2,137			2,137
Additional paid-in capital		2,177,011			2,175,533
Retained earnings		1,529,467			1,292,510
Unearned compensation		—			(3,321	)
Accumulated other comprehensive loss		(1,167	)		(6,205	)
Treasury stock, at cost; 16,663 and 15,219 shares at June 30, 2006 and
December 31, 2005, respectively		(804,448	)		(697,670	)
Total stockholders’ equity		2,903,000			2,762,984
Total liabilities and stockholders’ equity	$	5,447,594		$	5,306,115

The accompanying notes are an integral part of these statements.

3

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(in thousands)
(unaudited)

	Six Months Ended June 30,
	2006			2005
Cash flows from operating activities:
Net income	$	276,613		$	280,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		98,620			85,531
Provision for doubtful accounts		123,773			119,266
Stock-based compensation expense		39,489			790
Provision for restructuring and other special charges		53,061			—
Deferred income tax benefit		(40,185	)		(10,439	)
Minority share of income		11,258			10,085
Tax benefits associated with stock-based compensation plans		—			19,920
Excess tax benefits from stock-based compensation arrangements		(25,533	)		—
Other, net		(1,866	)		(1,135	)
Changes in operating assets and liabilities:
Accounts receivable		(191,144	)		(163,363	)
Accounts payable and accrued expenses		28,458			14,688
Integration, settlement and other special charges		(408	)		(1,105	)
Income taxes payable		49,553			30,248
Other assets and liabilities, net		(10,578	)		(14,677	)
Net cash provided by operating activities		411,111			370,509
Cash flows from investing activities:
Capital expenditures		(88,144	)		(123,870	)
Business acquisition, net of cash acquired		(1,042	)		(19,323	)
Decrease (increase) in investments and other assets		13,492			(23,664	)
Net cash used in investing activities		(75,694	)		(166,857	)
Cash flows from financing activities:
Repayments of debt		(60,085	)		(100,465	)
Proceeds from borrowings		—			99,999
Decrease in book overdrafts		(13,715	)		—
Purchases of treasury stock		(253,975	)		(91,988	)
Exercise of stock options		73,303			64,163
Excess tax benefits from stock-based compensation arrangements		25,533			—
Dividends paid		(37,686	)		(33,228	)
Distributions to minority partners		(9,515	)		(11,328	)
Financing costs paid		(728	)		—
Net cash used in financing activities		(276,868	)		(72,847	)
Net change in cash and cash equivalents		58,549			130,805
Cash and cash equivalents, beginning of period		92,130			73,302
Cash and cash equivalents, end of period	$	150,679		$	204,107

The accompanying notes are an integral part of these statements.

4

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise indicated)
(unaudited)

1.       BASIS OF PRESENTATION

          Background

          Quest Diagnostics Incorporated and its subsidiaries (“Quest Diagnostics” or the “Company”) is the largest clinical laboratory testing business in the United States. As the nation’s leading provider of diagnostic testing and services for the healthcare industry, Quest Diagnostics offers a broad range of clinical laboratory testing services to patients, physicians, hospitals, healthcare insurers, employers, governmental institutions and other commercial clinical laboratories. Quest Diagnostics is the leading provider of esoteric testing, including gene-based testing. The Company is also the leading provider of testing for drugs-of-abuse. Through the Company’s national network of laboratories and patient service centers, and its esoteric testing laboratories and development facilities, Quest Diagnostics offers comprehensive and innovative diagnostic testing, information and services used by physicians and other healthcare professionals to make decisions to improve health. The Company is also a leading provider of anatomic pathology services, testing to support clinical trials of new pharmaceuticals worldwide and risk assessment services for the life insurance industry.

          On an annual basis, Quest Diagnostics processes greater than 145 million requisitions for testing through its extensive network of laboratories and patient service centers in virtually every major metropolitan area throughout the United States.

          Basis of Presentation

          The interim consolidated financial statements reflect all adjustments, which in the opinion of management are necessary for a fair statement of financial condition and results of operations for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. The interim consolidated financial statements have been compiled without audit. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2005 Annual Report on Form 10-K.

          Earnings Per Share

          Basic earnings per common share is calculated by dividing net income by the weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income, adjusted for the after-tax impact of the interest expense associated with the Company’s 1¾% contingent convertible debentures due 2021 (the “Debentures”), by the weighted average common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options, performance share units and restricted common shares granted under the Company’s Amended and Restated Employee Long-Term Incentive Plan and its Amended and Restated Director Long-Term Incentive Plan and the Debentures. The Debentures were called for redemption by the Company in December 2004, and redeemed as of January 18, 2005.

5

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          The computation of basic and diluted earnings per common share (using the if-converted method) was as follows (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Net income available to common stockholders – basic	$	131,977	$	149,089	$	276,613	$	280,700
Add: Interest expense associated with the Debentures, net of related tax effects		—		—		—		82
Net income available to common stockholders – diluted	$	131,977	$	149,089	$	276,613	$	280,782
Weighted average common shares outstanding – basic		198,013		202,597		198,204		202,158
Effect of dilutive securities:
Stock options, restricted common shares and performance share units		2,573		3,957		2,606		3,884
Debentures		—		—		—		306
Weighted average common shares outstanding – diluted		200,586		206,554		200,810		206,348
Basic earnings per common share	$	0.67	$	0.74	$	1.40	$	1.39
Diluted earnings per common share	$	0.66	$	0.72	$	1.38	$	1.36

          Stock-Based Compensation

          In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123, revised 2004, “Share-Based Payment” (“SFAS 123R”). SFAS 123R requires that companies recognize compensation cost relating to share-based payment transactions based on the fair value of the equity or liability instruments issued. SFAS 123R is effective for annual periods beginning after January 1, 2006. The Company adopted SFAS 123R effective January 1, 2006 using the modified prospective approach and therefore has not restated results for prior periods. Under this approach, awards that are granted, modified or settled after January 1, 2006 will be measured and accounted for in accordance with SFAS 123R. Unvested awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123” (“SFAS 148”), except that compensation cost will be recognized in the Company’s results of operations.

          Pursuant to the provisions of SFAS 123R, the Company records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in earnings in the period of the revision. Stock-based compensation expense associated with performance share units is recognized based on management’s best estimates of the achievement of the performance goals specified in such awards and the resulting number of shares that will be earned. The cumulative effect on current and prior periods of a change in the estimated number of performance share units expected to be earned is recognized as compensation cost in earnings in the period of the revision. The Company recognizes stock-based compensation expense related to the Company’s Amended Employee Stock Purchase Plan (“ESPP”) based on the 15% discount at purchase. See Note 2 for a further discussion of stock-based compensation.

          Prior to the adoption of SFAS 123R, the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations and chose to adopt the disclosure-only provisions of SFAS 123, as amended by SFAS 148. Under this approach, the cost of restricted stock awards was expensed over their vesting period, while the imputed cost of stock option grants and discounts offered under the Company’s ESPP was disclosed, based on the vesting provisions of the individual grants, but not charged to expense. Stock-based compensation expense recorded in

6

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

accordance with APB 25, relating to restricted stock awards, was $0.6 million and $0.8 million for the three and six months ended June 30, 2005.

          New Accounting Standard

          In July 2006, the FASB issued Financial Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109 “Accounting for Income Taxes”. FIN 48 provides guidance on recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that a company has taken or expects to take on a tax return. FIN 48 is effective for the Company as of January 1, 2007. The Company is currently assessing the impact, if any, of FIN 48 on its financial statements.

2.      STOCK-BASED COMPENSATION

          For the three and six months ended June 30, 2006, the stock-based compensation expense recorded in accordance with SFAS 123R totaled $20 million ($12 million, net of tax, or $0.06 per basic and diluted share) and $39 million ($24 million, net of tax, or $0.12 per basic and diluted share), respectively. In addition, in connection with the adoption of SFAS 123R, net cash provided by operating activities decreased and net cash provided by financing activities increased in the first half of 2006 by $26 million related to excess tax benefits from stock-based compensation arrangements.

          Employee and Non-employee Directors Stock Ownership Programs

          In 2005, the Company established the Amended and Restated Employee Long-Term Incentive Plan (the “ELTIP”). The ELTIP provides for three types of awards: (a) stock options, (b) stock appreciation rights and (c) incentive stock awards. The ELTIP provides for the grant to eligible employees of either non-qualified or incentive stock options, or both, to purchase shares of Quest Diagnostics common stock at no less than the fair market value on the date of grant. The stock options are subject to forfeiture if employment terminates prior to the end of the prescribed vesting period, as determined by the Board of Directors. The stock options expire on the date designated by the Board of Directors but in no event more than seven years from date of grant. Grants of stock appreciation rights allow eligible employees to receive a payment based on the appreciation of Quest Diagnostics common stock in cash, shares of Quest Diagnostics common stock or a combination thereof. The stock appreciation rights are granted at an exercise price at no less than the fair market value of Quest Diagnostics common stock on the date of grant. Stock appreciation rights expire on the date designated by the Board of Directors but in no event more than seven years from date of grant. No stock appreciation rights have been granted under the ELTIP. Under the incentive stock provisions of the plan, the ELTIP allows eligible employees to receive awards of shares, or the right to receive shares, of Quest Diagnostics common stock, the equivalent value in cash or a combination thereof. These shares are generally earned on achievement of financial performance goals and are subject to forfeiture if employment terminates prior to the end of the prescribed vesting period, as determined by the Board of Directors. The actual amount of performance share awards is based on the Company’s earnings per share growth for the performance period compared to that of a peer group of companies. Key executive, managerial and technical employees are eligible to participate in the ELTIP. The maximum number of shares of Quest Diagnostics common stock that may be optioned or granted under the ELTIP is 48 million shares.

          In 2005, the Company established the Amended and Restated Director Long-Term Incentive Plan (the “DLTIP”). The DLTIP provides for the grant to non-employee directors of non-qualified stock options to purchase shares of Quest Diagnostics common stock at no less than the fair market value on the date of grant and incentive stock awards. The incentive stock awards are generally earned on achievement of certain performance goals. The maximum number of shares that may be issued under the DLTIP is 2 million shares. The stock options expire seven years from date of grant and generally become exercisable in three equal annual installments beginning on the first anniversary date of the grant of the option regardless of whether the optionee remains a director of the Company.

          Employee Stock Purchase Plan

          The Company’s ESPP, which replaces the Company’s prior plan, was approved by the Company’s shareholders at the 2006 Annual Meeting of Shareholders. Under the Company’s ESPP, substantially all employees can elect to have up to 10% of their annual wages withheld to purchase Quest Diagnostics common stock at 85% of the market price of the

7

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Company’s common stock on the last business day of each calendar month. Under the ESPP, the maximum number of shares of Quest Diagnostics common stock which may be purchased by eligible employees, is 5 million.

          In general, the Company’s practice has been to issue shares related to its stock-based compensation program from shares of its common stock held in treasury. See Note 7 for further information regarding the Company’s share repurchase program.

          The fair value of stock option awards is estimated on the date of grant using a lattice-based option-valuation model that uses the assumptions in the following table. The expected volatility under the lattice-based option-valuation model was based on the current and the historical implied volatilities from traded options of the Company’s stock. The dividend yield was based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities ranging from one month to seven years. The expected life of the options granted was estimated using the historical exercise behavior of employees.

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Weighted average fair value of options at grant date		$16.56		$14.89		$13.88		$14.18
Expected volatility		20.8%		22.4%		18.1%		23.0%
Dividend yield		0.7%		0.7%		0.7%		0.7%
Risk-free interest rate		5.0%		3.9% - 4.0%		4.6%		3.9% - 4.0%
Expected holding period, in years		5.9 – 6.3		5.4 – 6.2		5.6 – 6.2		5.4 – 6.2

          The fair value of restricted stock awards and performance share units is the average market price of the Company’s common stock at the date of grant.

          Transactions under stock option plans as of June 30, 2006 and changes during the six months ended June 30, 2006 were as follows:

	Shares (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2005		15,048		$	34.33
Options granted		2,462			52.48
Options exercised		(2,902	)		26.14
Options terminated		(188	)		47.00
Options outstanding at June 30, 2006		14,420		$	38.90		6.3	$	303
Vested and expected to vest at June 30, 2006		14,105		$	38.64		6.3	$	300
Exercisable at June 30, 2006		9,045		$	33.08		6.1	$	243

          The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing common stock price on the last trading day of the second quarter of 2006 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2006. This amount changes based on the fair market value of the Company’s common stock. Total intrinsic value of options exercised for the three and six months ended June 30, 2006 was $46 million and $82 million, respectively. Total intrinsic value of options exercised for the three and six months ended June 30, 2005 was $28 million and $63 million, respectively.

8

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          As of June 30, 2006, there was $35 million of unrecognized stock-based compensation cost related to stock options which is expected to be recognized over a weighted average period of 2.1 years.

          Incentive stock awards, including restricted stock awards and performance share units, as of June 30, 2006 and changes during the six months ended June 30, 2006 were as follows:

	Shares (in thousands)			Weighted Average Grant Date Fair Value
Nonvested incentive shares at December 31, 2005		107		$	49.71
Incentive shares granted		980			52.27
Incentive shares vested		(31	)		50.03
Incentive shares forfeited and canceled		(28	)		51.75
Nonvested incentive shares at June 30, 2006		1,028		$	52.08

          As of June 30, 2006, there was $36 million of unrecognized stock-based compensation cost related to nonvested incentive stock awards which is expected to be recognized over a weighted average period of 2.2 years. Total fair value of shares vested was $0.4 million and $1.7 million for the three and six months ended June 30, 2006. Total fair value of shares vested for the three and six months ended June 30, 2005 was not material.

          For the three and six months ended June 30, 2006, stock-based compensation expense totaled $20 million and $39 million, respectively. For the three and six months ended June 30, 2005, stock-based compensation expense totaled $0.6 million and $0.8 million, respectively. Income tax benefits related to stock-based compensation expense totaled $8.0 million and $15.7 million for the three and six months ended June 30, 2006, respectively. Income tax benefits related to stock-based compensation expense totaled $0.2 million and $0.3 million for the three and six months ended June 30, 2005, respectively.

          The following pro forma information is presented for comparative purposes and illustrates the pro forma effect on net income and earnings per share for the periods presented, as if the Company had elected to recognize compensation cost associated with stock option awards and employee stock purchases under the Company’s ESPP, consistent with the method prescribed by SFAS 123, as amended by SFAS 148 (in thousands, except per share data):

	Three Months Ended June 30, 2005			Six Months Ended June 30, 2005
Net income:
Net income, as reported	$	149,089		$	280,700
Add: Stock-based compensation under APB 25		600			790
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects		(8,596	)		(19,189	)
Pro forma net income	$	141,093		$	262,301
Earnings per common share:
Basic – as reported	$	0.74		$	1.39
Basic – pro forma	$	0.70		$	1.30
Diluted – as reported	$	0.72		$	1.36
Diluted – pro forma	$	0.68		$	1.27

9

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

3.      BUSINESS ACQUISITION

          Acquisition of LabOne, Inc.

          On November 1, 2005, the Company completed its acquisition of LabOne, Inc. (“LabOne”) in a transaction valued at approximately $947 million, including approximately $138 million of assumed debt of LabOne. LabOne provides health screening and risk assessment services to life insurance companies, as well as clinical diagnostic testing services to healthcare providers and drugs-of-abuse testing to employers.

          Through the acquisition of LabOne, the Company acquired all of LabOne’s operations, including its health screening and risk assessment services for life insurance companies, its clinical diagnostic testing services, and its drugs-of-abuse testing for employers. LabOne had 3,100 employees and principal laboratories in Lenexa, Kansas, as well as in Cincinnati, Ohio.

          The acquisition of LabOne was accounted for under the purchase method of accounting. As such, the cost to acquire LabOne was allocated to the respective assets and liabilities acquired based on their estimated fair values as of the closing date. A preliminary allocation of the costs to acquire LabOne has been made to certain assets and liabilities of LabOne based on preliminary estimates. The Company is continuing to assess the estimated fair values of the assets and liabilities acquired and the portion of goodwill allocable to its clinical laboratory testing business and its risk assessment business. The Company’s management expects to complete the purchase price allocation and the allocation of goodwill to its clinical laboratory testing business and its risk assessment business during the third quarter of 2006. The consolidated financial statements include the results of operations of LabOne subsequent to the closing of the acquisition.

          Pro Forma Combined Financial Information

          The following unaudited pro forma combined financial information for the three and six months ended June 30, 2005 assumes that the LabOne acquisition was completed on January 1, 2005 (in thousands, except per share data):

	Three Months Ended		Six Months Ended
	June 30, 2005		June 30, 2005
Net revenues	$	1,509,032	$	2,957,118
Net income		150,109		282,089
Basic earnings per common share:
Net income	$	0.74	$	1.40
Weighted average common shares outstanding – basic diluted		202,597		202,158
Diluted earnings per common share:
Net income	$	0.73	$	1.37
Weighted average common shares outstanding – diluted		206,554		206,348

          The unaudited pro forma combined financial information presented above reflects certain reclassifications to the historical financial statements of LabOne to conform LabOne’s accounting policies and classification of certain costs and expenses to that of Quest Diagnostics. These adjustments had no impact on pro forma net income. Pro forma results for the three and six months ended June 30, 2005 exclude $0.2 million and $0.6 million, respectively, of transaction related costs, which were incurred and expensed by LabOne in conjunction with its acquisition by Quest Diagnostics.

4.      INTEGRATION ACTIVITIES

          During the first quarter of 2006, the Company finalized its plan related to the integration of LabOne. The plan focuses on rationalizing the Company’s testing capacity, infrastructure and support services in markets, which are served by both LabOne and Quest Diagnostics.

10

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          In conjunction with finalizing the LabOne integration, the Company recorded $23 million of costs during the first quarter of 2006. The majority of these costs relate to employee severance. Employee groups affected as a result of this plan included those involved in the testing of specimens, as well as administrative and other support functions. Of the total costs indicated above, $21 million related to actions that impact Quest Diagnostics’ employees and its operations and were comprised principally of employee severance benefits for approximately 600 employees. These costs were accounted for as a charge to earnings and included in “other operating expenses, net” within the consolidated statements of operations.

          In addition, $2.6 million of integration costs, related to actions that impact the employees and operations of LabOne, were accounted for as a cost of the LabOne acquisition and included in goodwill during the first quarter of 2006. Of the $2.6 million, $1.2 million related to asset write-offs with the remainder primarily associated with employee severance benefits for approximately 95 employees.

          While the majority of the accrued integration costs at June 30, 2006 of $21 million are expected to be paid in the remainder of 2006 and 2007, there are certain severance costs that have payment terms extending into 2008.

          In addition, during the first quarter of 2006, the Company recorded a $4.1 million charge related to consolidating its operations in California into a new facility. The costs, comprised primarily of employee severance costs and the write-off of certain operating assets, were accounted for as a charge to earnings and included in “other operating expenses, net” within the consolidated statements of operations.

5.      GOODWILL AND INTANGIBLE ASSETS

          Goodwill at June 30, 2006 and December 31, 2005 consisted of the following:

	June 30,			December 31,
	2006			2005
Goodwill	$	3,381,841		$	3,385,280
Less: accumulated amortization		(181,192	)		(188,053	)
Goodwill, net	$	3,200,649		$	3,197,227

          The changes in the gross carrying amount of goodwill for the six-month period ended June 30, 2006 and for the year ended December 31, 2005 are as follows:

	June 30, 2006			December 31, 2005
Balance at beginning of period	$	3,385,280		$	2,695,003
Goodwill acquired during the period		3,422			697,766
Other		(6,861	)		(7,489	)
Balance at end of period	$	3,381,841		$	3,385,280

For the year ended December 31, 2005, the increase in goodwill was primarily related to the acquisition of LabOne. During the fourth quarter of 2005, the Company recorded a $7.5 million charge, which was included in “other operating expense, net” in the consolidated statement of operations, to write off all of the goodwill associated with its test kit manufacturing subsidiary, NID. In connection with the Company’s decision to discontinue the operations of NID in the second quarter of 2006, the Company eliminated the goodwill and related accumulated amortization associated with NID, which had no impact on goodwill, net.

11

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          Intangible assets at June 30, 2006 and December 31, 2005 consisted of the following:

	Weighted Average Amortization Period		June 30, 2006							December 31, 2005
			Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Amortizing intangible assets:
Customer-related intangibles		20 years	$	172,522	$	(43,014	)	$	129,508	$	172,522	$	(39,297	)	$	133,225
Non-compete agreements		5 years		45,732		(44,766	)		966		45,707		(44,221	)		1,486
Other		4 years		5,027		(4,102	)		925		7,044		(3,772	)		3,272
Total		20 years	$	223,281	$	(91,882	)	$	131,399	$	225,273	$	(87,290	)	$	137,983

          Amortization expense related to intangible assets was $2.3 million and $0.9 million for the three months ended June 30, 2006 and 2005, respectively. For the six months ended June 30, 2006 and 2005, amortization expense related to intangible assets was $4.6 million and $1.9 million respectively.

          The estimated amortization expense related to intangible assets for each of the five succeeding fiscal years and thereafter as of June 30, 2006 is as follows:

Fiscal Year Ending
December 31,
	Remainder of 2006	$	4,455
	2007		7,710
	2008		7,516
	2009		7,102
	2010		6,854
	2011		6,819
	Thereafter		90,943
	Total	$	131,399

          Intangible assets not subject to amortization at both June 30, 2006 and December 31, 2005 consisted of $9.4 million of tradenames.

6.      COMMITMENTS AND CONTINGENCIES

          In support of its risk management program, the Company has standby letters of credit issued under its letter of credit lines to ensure its performance or payment to third parties, which amounted to $69 million at June 30, 2006. The letters of credit, which are renewed annually, primarily represent collateral for current and future automobile liability and workers’ compensation loss payments.

          The Company is subject to contingent obligations under certain leases and other instruments incurred in connection with real estate activities and other operations associated with LabOne and certain of its predecessor companies. The contingent obligations arise out of certain land leases with two Hawaiian trusts relating to land in Waikiki upon which a hotel is built and a land lease for a parking garage in Reno, Nevada. While its title and interest to the subject leases have been transferred to third parties, the land owners have not released the original obligors, including predecessors of LabOne, from their obligations under the leases. In February 2006, Chapter 11 bankruptcy proceedings involving the subtenant of the hotel

12

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

in Waikiki were commenced in Honolulu. The subtenant has indicated publicly that the filing will have no impact on the operations of the hotel and therefore, the Company believes the subtenant will continue to pay the rent and real estate taxes on the subject leased property. The bankruptcy court has issued an order allowing the subtenant to pay operating expenses, including the rent and real estate taxes on the subject leased property. Should the current subtenants of the leased properties fail to pay their rent and real estate taxes for the subject leased property, the default could trigger liability for LabOne as well as other sublessors. The rent payments under the Hawaiian land leases are subject to market value adjustments every ten years beginning in 2007. Given that the Hawaiian land leases are subject to market value adjustments, the total contingent obligations under such leases cannot be precisely estimated, but are likely to total several hundred million dollars. The contingent obligation of the Nevada lease is estimated to be approximately $6 million. The Company believes that the leasehold improvements on the leased properties are significantly more valuable than the related lease obligations. Based on the circumstances above, no liability has been recorded for any potential contingent obligations related to the land leases.

          The Company has entered into several settlement agreements with various government and private payers during recent years relating to industry-wide billing and marketing practices that had been substantially discontinued by the mid-1990s. Many aspects of our business are subject to complex federal, state and local regulations, and federal or state governments may bring additional claims based on new theories as to the Company’s practices which management believes to be in compliance with law. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of government or private payers alleging inappropriate billing practices.

          The Company is aware of certain pending lawsuits related to billing practices filed under the qui tam provisions of the False Claims Act and other federal and state statutes. These lawsuits include class action and individual claims by patients arising out of the Company’s billing practices. The Company also receives subpoenas and other inquiries from federal, state and local governments regarding the Company’s billing and other practices and operations. In addition, the Company is involved in various legal proceedings arising in the ordinary course of business. Some of the proceedings against the Company involve claims that are substantial in amount.

          During the fourth quarter of 2004, the Company and NID each received a subpoena from the United States Attorney’s Office for the Eastern District of New York. The subpoenas request a wide range of business records, including documents regarding testing and test kits related to parathyroid hormone (“PTH”) testing. The Company and NID have been cooperating with the United States Attorney’s Office. In connection with such cooperation, the Company has been providing information and producing various witnesses and business records of NID and the Company, including documents related to testing and various test kits manufactured by NID. Many of these documents relate to tests other than PTH tests, and were not requested in the initial subpoenas. The government may issue additional subpoenas in the course of its investigation. This investigation by the United States Attorney’s Office could lead to civil and criminal damages, fines and penalties and additional liabilities from third party claims. In the second and third quarters of 2005, the U.S. Food and Drug Administration (“FDA”) conducted an inspection of NID and issued a Form 483 listing the observations made by the FDA during the course of the inspection. NID is cooperating with the FDA and has filed its responses to the Form 483. Noncompliance with the FDA regulatory requirements or failure to take adequate and timely corrective action could lead to regulatory or enforcement action against NID and/or the Company, including, but not limited to, a warning letter, injunction, suspension of production and/or distribution, seizure or recall of products, fines or penalties, denial of pre-market clearance for new or changed products, recommendation against award of government contracts and criminal prosecution. On April 19, 2006, the Company decided to discontinue the operations of NID. See Note 9 for further details.

          During the second quarter of 2005, the Company received a subpoena from the United States Attorney’s Office for the District of New Jersey. The subpoena seeks the production of business and financial records regarding capitation and risk sharing arrangements with government and private payers for the years 1993 through 1999. Also, during the third quarter of 2005, the Company received a subpoena from the U.S. Department of Health and Human Services, Office of the Inspector General. The subpoena seeks the production of various business records including records regarding our relationship with health maintenance organizations, independent physician associations, group purchasing organizations, and preferred provider organizations from 1995 to the present. The Company is cooperating with the United States Attorney’s Office and the Office of the Inspector General.

          During the second quarter of 2006, the Company received a subpoena from the California Attorney General’s Office. The subpoena seeks various documents including documents relating to billings to MediCal, the California Medicaid program. The subpoena seeks documents from various time frames ranging from three to ten years. The Company is cooperating with the California Attorney General’s Office.

13

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

          Management has established reserves in accordance with generally accepted accounting principles for the matters discussed above, where appropriate. Although management cannot predict the outcome of such matters, management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company’s financial condition but may be material to the Company’s results of operations or cash flows in the period in which the impact of such matters is determined or paid. However, the Company understands that there may be pending qui tam claims brought by former employees or other “whistle blowers”, or other pending claims as to which the Company has not been provided with a copy of the complaint and accordingly cannot determine the extent of any potential liability.

          As a general matter, providers of clinical laboratory testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company’s client base and reputation. The Company maintains various liability insurance coverage for claims that could result from providing or failing to provide clinical laboratory testing services, including inaccurate testing results and other exposures. The Company’s insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims. The basis for claims reserves considers actuarially determined losses based upon the Company’s historical and projected loss experience. Management believes that present insurance coverage and reserves are sufficient to cover currently estimated exposures. Although management cannot predict the outcome of any claims made against the Company, management does not anticipate that the ultimate outcome of any such proceedings or claims will have a material adverse effect on the Company’s financial condition but may be material to the Company’s results of operations or cash flows in the period in which the impact of such claims is determined or paid.

7.      STOCKHOLDERS’ EQUITY

          Changes in stockholders’ equity for the six months ended June 30, 2006 were as follows:

	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital			Retained Earnings			Unearned Compen- sation			Accumulated Other Compre- hensive Income (loss)			Treasury Stock, at Cost			Compre- hensive Income
Balance, December 31, 2005		198,455		$	2,137	$	2,175,533		$	1,292,510		$	(3,321	)	$	(6,205	)	$	(697,670	)
Net income										276,613											$	276,613
Other comprehensive income																5,038						5,038
Comprehensive income																					$	281,651
Dividends declared										(39,656	)
Reclassification upon adoption of SFAS123R							(3,321	)					3,321
Issuance of common stock under benefit plans		380					(2,909	)											14,912
Stock-based compensation expense							39,489
Exercise of stock options		2,853					(58,982	)											132,285
Shares to cover employee payroll tax withholdings on stock issued under benefit plans		(10	)				(524	)
Tax benefits associated with stock-based compensation plans							27,725
Purchases of treasury stock		(4,607	)																(253,975	)
Balance, June 30, 2006		197,071		$	2,137	$	2,177,011		$	1,529,467		$	—		$	(1,167	)	$	(804,448	)

          For the three months ended June 30, 2006, total comprehensive income was $135 million.

          For the three months ended June 30, 2006, the Company repurchased 2.6 million shares of its common stock at an average price of $57.49 per share for $150 million. For the six months ended June 30, 2006, the Company repurchased 4.6 million shares of its common stock at an average price of $55.13 per share for $254 million. For the three and six months

14

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

ended June 30, 2006, the Company reissued 1.5 million and 3.2 million shares, respectively, for employee benefit plans. Since the inception of the share repurchase program in May 2003 through June 30, 2006, the Company has repurchased 37.0 million shares of its common stock at an average price of $44.16 for approximately $1.6 billion. At June 30, 2006, $468 million of the share repurchase authorizations remained available.

          During each of the quarters of 2006 and 2005, the Company’s Board of Directors has declared a quarterly cash dividend of $0.10 and $0.09 per common share, respectively.

          Changes in stockholders’ equity for the six months ended June 30, 2005 were as follows:

	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital			Retained Earnings			Unearned Compensation			Accumulated Other Compre- hensive Income			Treasury Stock, at Cost			Compre- hensive Income
Balance, December 31, 2004		196,220		$	1,068	$	2,195,346		$	818,734		$	(11	)	$	3,866		$	(730,352	)
Net income										280,700											$	280,700
Other comprehensive loss																(3,182	)					(3,182	)
Comprehensive income																					$	277,518
Adjustment for 2-for-1 stock split					1,068		(1,068	)
Dividends declared										(36,477	)
Issuance of common stock under benefit plans		288					3,237						(3,928	)					8,808
Exercise of stock options		2,508					(42,641	)											106,804
Shares to cover employee payroll tax withholdings on stock issued under benefit plans							(5	)
Conversion of contingent convertible debentures		5,632					12,510												237,136
Tax benefits associated with stock-based compensation plans							19,920
Amortization of unearned compensation													790
Purchases of treasury stock		(1,816	)																(91,988	)
Balance, June 30, 2005		202,832		$	2,136	$	2,187,299		$	1,062,957		$	(3,149	)	$	684		$	(469,592	)

          For the three months ended June 30, 2005, total comprehensive loss was $149 million.

          For the three months ended June 30, 2005, the Company repurchased approximately 0.6 million shares of its common stock at an average price of $53.03 per share for $30 million. For the six months ended June 30, 2005, the Company repurchased approximately 1.8 million shares of its common stock at an average price of $50.64 per share for $92 million. For the three and six months ended June 30, 2005, the Company reissued approximately 1.2 million and 2.7 million shares, respectively, for employee benefit plans. For the six months ended June 30, 2005, the Company reissued approximately 5.6 million shares in connection with the conversion of its Debentures.

15

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

8.      SUPPLEMENTAL CASH FLOW & OTHER DATA

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Depreciation expense	$	47,303		$	42,071		$	94,025		$	83,667
Interest expense		(24,268	)		(13,359	)		(48,755	)		(26,376	)
Interest income		1,606			719			2,569			953
Interest expense, net		(22,662	)		(12,640	)		(46,186	)		(25,423	)
Interest paid		25,641			2,974			47,537			24,975
Income taxes paid		174,260			142,581			182,873			148,977
Non-cash financing activities:
Conversion of Debentures	$	—		$	—		$	—		$	244,338

          For the three and six months ended June 30, 2006, “other income (expense), net” included a $12.3 million charge associated with the write-down of an investment. “Other income (expense), net” for the six months ended June 30, 2006 also included a $16 million gain on the sale of an investment in the first quarter of 2006.

9.      NID

          During the fourth quarter of 2005, NID, the Company’s test kit manufacturing subsidiary, instituted its second voluntary product hold within a six-month period, due to quality issues, which has adversely impacted the operating performance of NID. As a result, the Company evaluated a number of strategic options for NID. On April 19, 2006, the Company decided to discontinue NID’s operations and is in the process of winding down NID’s operations. The decision to discontinue NID’s operations is currently expected to result in pre-tax charges totaling between $33 million and $38 million. Of these charges, $28 million was recorded in the second quarter of 2006 and the balance will be recorded principally in the third quarter of 2006. The $28 million charge included $7.4 million related to the write-off of inventories, which was recorded in “cost of services”. The remaining charge of $21 million recorded in the second quarter of 2006 was included in “other operating expense, net” and was comprised of asset impairment charges of $4.6 million, employee termination benefits of $5.3 million, contract termination costs of $6.0 million and $5.0 million of costs to support activities to wind down the business, principally comprised of employee costs and professional fees. The costs accrued are expected to be paid principally in 2006 and 2007.

          The ongoing government investigation and regulatory review of NID continue (see Note 6). While management does not believe that these matters will have a material adverse impact on the Company’s overall financial condition, their final resolution could be material to the Company’s results of operations or cash flows in the period in which the impact of such matters is determined or paid.

          The table below indicates the major classes of NID’s assets and liabilities as of June 30, 2006 (amounts in thousands):

Cash	$	1,245
Accounts receivable		211
Inventory		85
Property, plant and equipment, net		2,223
Other		749
Total assets		4,513
Accounts payable and accrued expenses		18,525
Net assets	$	(14,012	)

16

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

10.    BUSINESS SEGMENT INFORMATION

          Clinical laboratory testing is an essential element in the delivery of healthcare services. Physicians use laboratory tests to assist in the detection, diagnosis, evaluation, monitoring and treatment of diseases and other medical conditions. Clinical laboratory testing is generally categorized as clinical testing and anatomic pathology testing. Clinical testing is performed on body fluids, such as blood and urine. Anatomic pathology testing is performed on tissues, including biopsies, and other samples, such as human cells. Customers of the clinical laboratory testing business include patients, physicians, hospitals, employers, governmental institutions and other commercial clinical laboratories.

          All other operating segments include the Company’s non-clinical laboratory testing businesses and consist of its risk assessment services business, its clinical trials testing business, its healthcare information technology business, MedPlus and its test kit manufacturing subsidiary, NID. The Company’s risk assessment business, acquired as part of the LabOne acquisition in 2005 (see Note 3), provides underwriting support services to the life insurance industry including teleunderwriting, specimen collection and paramedical examinations, laboratory testing, medical record retrieval, motor vehicle reports, telephone inspections and credit checks. The Company’s clinical trials testing business provides clinical laboratory testing performed in connection with clinical research trials on new drugs. MedPlus is a developer and integrator of clinical connectivity and data management solutions for healthcare organizations, physicians and clinicians. NID manufactures and markets diagnostic test kits and systems. On April 19, 2006, the Company decided to discontinue NID’s operations (see Note 9 for further details).

          Substantially all of the Company’s services are provided within the United States, and substantially all of the Company’s assets are located within the United States.

          The following table is a summary of segment information for the three and six months ended June 30, 2006 and 2005. Segment asset information is not presented since it is not reported to or used by the chief operating decision maker at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income for the segment. General management and administrative corporate expenses, including amortization of intangible assets, are included in general corporate expenses below. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the Consolidated Financial Statement contained in the Company’s 2005 Annual Report on Form 10-K and Note 1 to the interim consolidated financial statements.

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Net revenues:
Clinical laboratory testing business	$	1,460,983		$	1,324,277		$	2,898,469		$	2,591,830
All other operating segments		123,352			53,252			241,274			105,184
Total net revenues	$	1,584,335		$	1,377,529		$	3,139,743		$	2,697,014
Operating earnings (loss):
Clinical laboratory testing business	$	323,249	(a)	$	284,984		$	607,809	(a) (b)	$	532,987
All other operating segments		(27,719	)  (c)		(3,800	)		(39,058	)  (c)		(2,318	)
General corporate expenses		(32,905	)  (d)		(20,031	)		(61,585	)  (d)		(39,603	)
Total operating income		262,625			261,153			507,166			491,066
Non-operating expenses, net		(34,566	)		(11,816	)		(38,046	)		(21,643	)
Income before income taxes		228,059			249,337			469,120			469,423
Income tax expense		96,082			100,248			192,507			188,723
Net income	$	131,977		$	149,089		$	276,613		$	280,700

(a)	During 2006, $11 million and $24 million of stock-based compensation expense was recorded which reduced operating income for the three and six months ended June 30, 2006, respectively.
(b)	During the six months ended June 30, 2006, operating income included $27 million of special charges, primarily associated with integration activities (See Note 4).

17

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

(c)

During 2006, $1.2 million and $2.1 million of stock-based compensation expense was recorded which reduced operating income for the three and six months ended June 30, 2006, respectively. In addition, NID’s performance reduced operating income for the three and six months ended June 30, 2006 by $35 million and $49 million, respectively, and included $28 million of pretax charges recorded in the second quarter of 2006 related to the wind-down of NID’s operations.

(d)

During 2006, $7.9 million and $14 million of stock-based compensation expense was recorded which reduced operating income for the three and six months ended June 30, 2006, respectively.

11.    SUBSEQUENT EVENTS

          Acquisition of Focus Diagnostics, Inc.

          On July 5, 2006, the Company completed its previously announced acquisition of Focus Diagnostics, Inc. (“Focus”) in an all-cash transaction valued at $206 million including approximately $3 million of assumed debt of Focus. Focus is a leading provider of infectious and immunologic diseases testing and develops and markets diagnostic products. Focus offers its reference testing services to large academic medical centers, hospitals and commercial laboratories. The Company financed the acquisition and related transaction costs together with the repayment of substantially all of Focus’s debt outstanding with $135 million of borrowings under its secured receivables credit facility and with cash on hand. The acquisition will be accounted for under the purchase method of accounting.

          Repayment of Senior Notes

         The Company’s 6¾% senior notes due 2006, which have an aggregate principal amount of $275 million outstanding at June 30, 2006, matured in July 2006. On July 12, 2006, the Company repaid the $275 million outstanding under the 6¾% senior notes due 2006 with $165 million of borrowings under its secured receivables credit facility, $75 million of borrowings under its senior unsecured revolving credit facility and cash on hand.

12.    SUMMARIZED FINANCIAL INFORMATION

          The Company’s 5.125% senior notes due 2010, 5.45% senior notes due 2015, 6¾% senior notes due 2006, 7½% senior notes due 2011 and the Debentures are fully and unconditionally guaranteed by the Company’s wholly owned subsidiaries that operate clinical laboratories in the United States (the “Subsidiary Guarantors”). With the exception of Quest Diagnostics Receivables Incorporated (see paragraph below), the non-guarantor subsidiaries are primarily foreign subsidiaries and less than wholly owned subsidiaries. In January 2005, the Company completed its redemption of all of its outstanding Debentures (see Note 10 to the Consolidated Financial Statements included in the Company’s 2005 Annual Report on Form 10-K for further details). In July 2006, the Company repaid at maturity the $275 million outstanding under its 6¾% senior notes due 2006.

          In conjunction with the Company’s secured receivables credit facility, the Company maintains a wholly owned non-guarantor subsidiary, Quest Diagnostics Receivables Incorporated (“QDRI”). The Company and Subsidiary Guarantors, with the exception of LabOne, which was acquired by Quest Diagnostics on November 1, 2005 (see Note 3), transfer all private domestic receivables to QDRI. QDRI utilizes the transferred receivables to collateralize borrowings under the Company’s secured receivables credit facility. The Company and the Subsidiary Guarantors provide collection services to QDRI. QDRI uses cash collections principally to purchase new receivables from the Company and the Subsidiary Guarantors.

          The following condensed consolidating financial data illustrates the composition of the combined guarantors. Investments in subsidiaries are accounted for by the parent using the equity method for purposes of the supplemental consolidating presentation. Earnings (losses) of subsidiaries are therefore reflected in the parent’s investment accounts and earnings. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. LabOne has been included in the accompanying condensed consolidating financial data, subsequent to the closing of the acquisition, as a Subsidiary Guarantor.

18

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2006

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net revenues	$	242,810		$	1,254,517		$	180,838		$	(93,830	)	$	1,584,335
Operating costs and expenses:
Cost of services		126,360			747,499			62,573			—			936,432
Selling, general and administrative		40,045			265,258			63,553			(5,517	)		363,339
Amortization of intangible assets		363			1,894			—			—			2,257
Royalty (income) expense		(98,068	)		98,068			—			—			—
Other operating expense (income), net		(1,359	)		13,017			8,024			—			19,682
Total operating costs and expenses		67,341			1,125,736			134,150			(5,517	)		1,321,710
Operating income		175,469			128,781			46,688			(88,313	)		262,625
Non-operating expenses, net		(48,096	)		(74,007	)		(776	)		88,313			(34,566	)
Income before taxes		127,373			54,774			45,912			—			228,059
Income tax expense		51,993			21,909			22,180			—			96,082
Income before equity earnings		75,380			32,865			23,732			—			131,977
Equity earnings from subsidiaries		56,597			—			—			(56,597	)		—
Net income	$	131,977		$	32,865		$	23,732		$	(56,597	)	$	131,977

Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net revenues	$	224,352		$	1,086,547		$	132,474		$	(65,844	)	$	1,377,529
Operating costs and expenses:
Cost of services		122,143			630,079			46,456			—			798,678
Selling, general and administrative		24,495			227,745			68,702			(5,268	)		315,674
Amortization of intangible assets		457			467			9			—			933
Royalty (income) expense		(89,446	)		89,446			—			—			—
Other operating expense (income), net		1,088			(2	)		5			—			1,091
Total operating costs and expenses		58,737			947,735			115,172			(5,268	)		1,116,376
Operating income		165,615			138,812			17,302			(60,576	)		261,153
Non-operating expenses, net		(15,519	)		(56,084	)		(789	)		60,576			(11,816	)
Income before taxes		150,096			82,728			16,513			—			249,337
Income tax expense		60,324			33,091			6,833			—			100,248
Income before equity earnings		89,772			49,637			9,680			—			149,089
Equity earnings from subsidiaries		59,317			—			—			(59,317	)		—
Net income	$	149,089		$	49,637		$	9,680		$	(59,317	)	$	149,089

19

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2006

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net revenues	$	473,816		$	2,499,390		$	346,967	$	(180,430	)	$	3,139,743
Operating costs and expenses:
Cost of services		254,504			1,483,221			121,691		—			1,859,416
Selling, general and administrative		74,163			524,666			133,685		(10,985	)		721,529
Amortization of intangible assets		791			3,804			—		—			4,595
Royalty (income) expense		(193,101	)		193,101			—		—			—
Other operating expense, net		590			37,857			8,590		—			47,037
Total operating costs and expenses		136,947			2,242,649			263,966		(10,985	)		2,632,577
Operating income		336,869			256,741			83,001		(169,445	)		507,166
Non-operating (expenses) income, net		(65,248	)		(142,755	)		512		169,445			(38,046	)
Income before taxes		271,621			113,986			83,513		—			469,120
Income tax expense		108,548			45,594			38,365		—			192,507
Income before equity earnings		163,073			68,392			45,148		—			276,613
Equity earnings from subsidiaries		113,540			—			—		(113,540	)		—
Net income	$	276,613		$	68,392		$	45,148	$	(113,540	)	$	276,613

Condensed Consolidating Statement of Operations
Six Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net revenues	$	431,646		$	2,133,730		$	260,093		$	(128,455	)	$	2,697,014
Operating costs and expenses:
Cost of services		241,625			1,244,626			92,509			—			1,578,760
Selling, general and administrative		46,297			453,199			134,803			(10,277	)		624,022
Amortization of intangible assets		910			936			18			—			1,864
Royalty (income) expense		(175,231	)		175,231			—			—			—
Other operating expense, net		1,088			—			214			—			1,302
Total operating costs and expenses		114,689			1,873,992			227,544			(10,277	)		2,205,948
Operating income		316,957			259,738			32,549			(118,178	)		491,066
Non-operating expenses, net		(29,063	)		(110,661	)		(97	)		118,178			(21,643	)
Income before taxes		287,894			149,077			32,452			—			469,423
Income tax expense		115,474			59,630			13,619			—			188,723
Income before equity earnings		172,420			89,447			18,833			—			280,700
Equity earnings from subsidiaries		108,280			—			—			(108,280	)		—
Net income	$	280,700		$	89,447		$	18,833		$	(108,280	)	$	280,700

20

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Balance Sheet
June 30, 2006

	Parent		Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	136,042	$	8,296	$	6,341		$	—		$	150,679
Accounts receivable, net		21,028		167,091		612,160			—			800,279
Other current assets		62,462		117,405		88,486			—			268,353
Total current assets		219,532		292,792		706,987			—			1,219,311
Property, plant and equipment, net		197,497		518,248		26,285			—			742,030
Goodwill and intangible assets, net		153,701		3,142,153		45,594			—			3,341,448
Intercompany receivable (payable)		410,836		62,719		(473,555	)		—			—
Investment in subsidiaries		3,305,225		—		—			(3,305,225	)		—
Other assets		114,473		7,181		41,048			(17,897	)		144,805
Total assets	$	4,401,264	$	4,023,093	$	346,359		$	(3,323,122	)	$	5,447,594
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	476,124	$	293,618	$	44,833		$	—		$	814,575
Short-term borrowings and current portion of long-term debt		35,326		255,628		981			—			291,935
Total current liabilities		511,450		549,246		45,814			—			1,106,510
Long-term debt		933,111		306,523		979			—			1,240,613
Other liabilities		53,703		134,999		26,666			(17,897	)		197,471
Stockholders’ equity		2,903,000		3,032,325		272,900			(3,305,225	)		2,903,000
Total liabilities and stockholders’ equity	$	4,401,264	$	4,023,093	$	346,359		$	(3,323,122	)	$	5,447,594

Condensed Consolidating Balance Sheet
December 31, 2005

	Parent		Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	76,941	$	4,759		$	10,430		$	—		$	92,130
Accounts receivable, net		31,611		152,314			548,982			—			732,907
Other current assets		43,932		116,099			84,429			—			244,460
Total current assets		152,484		273,172			643,841			—			1,069,497
Property, plant and equipment, net		200,438		523,907			29,318			—			753,663
Goodwill and intangible assets, net		156,314		3,142,702			45,594			—			3,344,610
Intercompany receivable (payable)		418,892		(14,091	)		(404,801	)		—			—
Investment in subsidiaries		3,199,319		—			—			(3,199,319	)		—
Other assets		94,050		7,754			37,784			(1,243	)		138,345
Total assets	$	4,221,497	$	3,933,444		$	351,736		$	(3,200,562	)	$	5,306,115
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	433,310	$	293,705		$	37,438		$	—		$	764,453
Short-term borrowings and current portion of long-term debt		35,306		240,553			60,980			—			336,839
Total current liabilities		468,616		534,258			98,418			—			1,101,292
Long-term debt		932,950		321,458			978			—			1,255,386
Other liabilities		56,947		107,121			23,628			(1,243	)		186,453
Stockholders’ equity		2,762,984		2,970,607			228,712			(3,199,319	)		2,762,984
Total liabilities and stockholders’ equity	$	4,221,497	$	3,933,444		$	351,736		$	(3,200,562	)	$	5,306,115

21

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(in thousands, unless otherwise indicated)
(unaudited)

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2006

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	276,613		$	68,392		$	45,148		$	(113,540	)	$	276,613
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		23,094			69,751			5,775			—			98,620
Provision for doubtful accounts		3,059			27,943			92,771			—			123,773
Provision for restructuring and other special charges		—			45,141			7,920			—			53,061
Other, net		(155,492	)		14,440			10,675			113,540			(16,837	)
Changes in operating assets and liabilities		191,575			(189,600	)		(126,094	)		—			(124,119	)
Net cash provided by operating activities		338,849			36,067			36,195			—			411,111
Net cash used in investing activities		(72,550	)		(56,102	)		(4,687	)		57,645			(75,694	)
Net cash provided by (used in) financing activities		(207,198	)		23,572			(35,597	)		(57,645	)		(276,868	)
Net change in cash and cash equivalents		59,101			3,537			(4,089	)		—			58,549
Cash and cash equivalents, beginning of period		76,941			4,759			10,430			—			92,130
Cash and cash equivalents, end of period	$	136,042		$	8,296		$	6,341		$	—		$	150,679

Condensed Consolidating Statement of Cash Flows
Six Months Ended June 30, 2005

	Parent			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	280,700		$	89,447		$	18,833		$	(108,280	)	$	280,700
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,426			53,946			5,159			—			85,531
Provision for doubtful accounts		2,690			19,788			96,788			—			119,266
Other, net		(89,198	)		(1,883	)		2,022			108,280			19,221
Changes in operating assets and liabilities		21,573			(48,657	)		(107,125	)		—			(134,209	)
Net cash provided by operating activities		242,191			112,641			15,677			—			370,509
Net cash provided by (used in) investing activities		56,692			(101,450	)		(10,647	)		(111,452	)		(166,857	)
Net cash used in financing activities		(161,434	)		(13,828	)		(9,037	)		111,452			(72,847	)
Net change in cash and cash equivalents		137,449			(2,637	)		(4,007	)		—			130,805
Cash and cash equivalents, beginning of period		56,424			6,058			10,820			—			73,302
Cash and cash equivalents, end of period	$	193,873		$	3,421		$	6,813		$	—		$	204,107

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions and select accounting policies that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

          While many operational aspects of our business are subject to complex federal, state and local regulations, the accounting for it is generally straightforward with net revenues primarily recognized upon completion of the testing process. Our revenues are primarily comprised of a high volume of relatively low dollar transactions, and about one-half of total operating costs and expenses consist of employee compensation and benefits. Due to the nature of our business, several of our accounting policies involve significant estimates and judgments. Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2005. As of June 30, 2006, our critical accounting policies have not changed from December 31, 2005, except for the Company’s accounting for stock-based compensation in connection with the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123, revised 2004, “Share-Based Payment” (“SFAS 123R”).

          Stock-Based Compensation Expense

          Effective January 1, 2006, we adopted SFAS 123R using the modified prospective approach and therefore have not restated results for prior periods. Under this approach, awards that are granted, modified or settled after January 1, 2006 will be measured and accounted for in accordance with SFAS 123R. Unvested awards that were granted prior to January 1, 2006 will continue to be accounted for in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123” (“SFAS 148”), except that compensation cost will be recognized in our results of operations. Pursuant to the provisions of SFAS 123R, we record stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, we recognize stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants.

          Prior to the adoption of SFAS 123R, the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations and chose to adopt the disclosure-only provisions of SFAS 123, as amended by SFAS 148. Under this approach, the cost of restricted stock awards was expensed over their vesting period, while the imputed cost of stock option grants and discounts offered under the Company’s Employee Stock Purchase Plan was disclosed, based on the vesting provisions of the individual grants, but not charged to expense.

          The process of estimating the fair value of stock-based compensation awards and recognizing stock-based compensation cost over their requisite service period involves significant assumptions and judgments. We estimate the fair value of stock option awards on the date of grant using a lattice-based option-valuation model which requires management to make certain assumptions regarding: (i) the expected volatility in the market price of the Company’s common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected holding period). The expected volatility under the lattice-based option-valuation model is based on the current and the historical implied volatilities from traded options of our stock. The dividend yield is based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities ranging from one month to seven years. The expected life of the awards granted is estimated using the historical exercise behavior of employees. In addition, SFAS 123R requires us to estimate the expected impact of forfeited awards and recognize stock-based compensation cost only for those awards expected to vest. If actual forfeiture rates are materially different from our estimates, stock-based compensation expense could be significantly different from what we have recorded in the current period. We periodically review actual forfeiture experience and revise our estimates, as considered necessary. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in earnings in the period of the revision. Finally, the terms of our performance share unit grants allow the recipients of such awards to earn a variable number of shares based on the achievement of the performance goals specified in the awards. The actual amount of any stock award is based on the Company’s earnings per share growth for the performance period compared to that of a peer group of companies. Stock-based compensation expense associated with performance share units is recognized based on management’s best estimates of the achievement of the performance goals specified in such awards

23

and the resulting number of shares that will be earned. If the actual number of performance share units earned is different from our estimates, stock-based compensation could be significantly different from what we have recorded in the current period. We periodically obtain and review publicly available financial information for the members of the peer group and the Company, including forecasted earnings estimates. This information is used to evaluate our progress towards achieving the performance criteria and our estimate of the number of performance share units expected to be earned at the end of the performance period. The cumulative effect on current and prior periods of a change in the estimated number of performance share units expected to be earned is recognized as compensation cost in earnings in the period of the revision. While the assumptions used to calculate and account for stock-based compensation awards represent management’s best estimates, these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if revisions are made to our assumptions and estimates, our stock-based compensation expense could be materially different in the future. See Notes 1 and 2 to the interim consolidated financial statements for a further discussion of stock-based compensation.

Acquisition and Integration of LabOne, Inc.

          On November 1, 2005, we completed the acquisition of LabOne, Inc., or LabOne, in an all-cash transaction with a combined value of approximately $947 million, including approximately $138 million of assumed debt of LabOne. See Note 3 to the Consolidated Financial Statements contained in our 2005 Annual Report on Form 10-K and Note 3 to the interim consolidated financial statements for a discussion of the LabOne acquisition.

          Through the acquisition, Quest Diagnostics acquired all of LabOne’s operations, including its health screening and risk assessment services to life insurance companies, as well as its clinical diagnostic testing services to healthcare providers and drugs-of-abuse testing to employers. LabOne had 3,100 employees and principal laboratories in Lenexa, Kansas, as well as in Cincinnati, Ohio. We financed the acquisition and related transaction costs together with the repayment of substantially all of LabOne’s debt outstanding with proceeds from a $900 million private placement of senior notes, as described in Note 10 to the Consolidated Financial Statements contained in our 2005 Annual Report on Form 10-K, and from cash on hand.

          During the first quarter of 2006, we finalized our plan related to the integration of LabOne and recorded $23 million of costs, primarily comprised of employee severance benefits. Employee groups affected as a result of this plan include those involved in the testing of specimens, as well as administrative and other support functions. Of the total costs indicated above, $21 million related to actions that impact Quest Diagnostics’ employees and its operations and are comprised principally of employee severance benefits for approximately 600 employees. These costs were accounted for as a charge to earnings and included in “other operating expenses, net” within the consolidated statements of operations.

          In addition, $2.6 million of integration costs, related to actions that impact the employees and operations of LabOne, were accounted for as a cost of the LabOne acquisition and included in goodwill. Of the $2.6 million, $1.2 million related to asset write-offs with the remainder primarily associated with employee severance benefits for approximately 95 employees.

          While the majority of the accrued integration costs are expected to be paid in 2006 and 2007, there are certain severance costs that have payment terms extending into 2008.

          Upon completion of the LabOne integration, we expect to realize approximately $40 million of annual synergies and we expect to achieve this annual rate of synergies by the end of 2007.

Results of Operations

          Our clinical testing business currently represents our one reportable business segment. The clinical testing business accounts for approximately 92% and 96% of consolidated net revenues in 2006 and 2005, respectively. Our other operating segments consist of our risk assessment services business, our clinical trials testing business, our healthcare information technology business, MedPlus and our test kit manufacturing subsidiary, NID. Our business segment information is disclosed in Note 10 to the interim consolidated financial statements.

          Three and Six Months Ended June 30, 2006 Compared with Three and Six Months Ended June 30, 2005

          Net income for the three months ended June 30, 2006 decreased to $132 million, or $0.66 per diluted share, compared to $149 million, or $0.72 per diluted share in 2005. For the six months ended June 30, 2006, net income decreased to $277 million, or $1.38 per diluted share compared to $281 million or $1.36 per diluted share in 2005. These decreases in reported earnings are a result of NID’s performance, which has more than offset the strong performance in

24

our clinical testing operations. For the three and six months ended June 30, 2006, NID’s performance reduced reported earnings by $24 million or $0.12 per share, and $34 million, or $0.17 per share, respectively, and included second quarter pre-tax charges of $28 million related to the wind-down of NID’s operations. On April 19, 2006, the Company decided to discontinue the operations of NID and is in the process of winding down NID’s operations.

          Our results for the three and six months ended June 30, 2006 were favorably impacted by our clinical testing business, driven by organic revenue growth and increases in operating efficiencies resulting from our Six Sigma and standardization efforts. Results for the six months ended June 30, 2006 included pre-tax special charges of $27 million, or $0.08 per share, recorded in the first quarter primarily associated with integration activities. In addition, the year-to-date results for 2006 include pre-tax net gains of $4 million, or $0.01 per diluted share, consisting of a first quarter gain of $16 million, or $0.05 per diluted share, related to a gain on the sale of an investment partially offset by a second quarter loss of $12 million, or $0.04 per diluted share, related to the write-off of an investment. Also, results for the quarter and six months ended June 30, 2006, included pre-tax expenses of $20 million, or $0.06 per share, and $39 million, or $0.12 per share, respectively, associated with stock-based compensation recorded in accordance with SFAS 123R.

          Net Revenues

          Net revenues for the three and six months ended June 30, 2006 grew by 15.0% and 16.4% over the prior year levels to $1.6 billion and $3.1 billion, respectively. The acquisition of LabOne contributed about 10% to the consolidated revenue growth for each period. Approximately 55% of LabOne’s net revenues are generated from risk assessment services provided to life insurance companies, with the remainder classified as clinical laboratory testing. The performance at NID reduced consolidated revenue growth by approximately 1% for both periods.

          Our clinical testing business grew 10.3% and 11.8%, respectively for the three and six months ended June 30, 2006, with the acquisition of LabOne contributing almost 5% for both periods, principally reflected in volume. For the three and six months ended June 30, 2006, clinical testing volume increased 5.7% and 7.2%, respectively, compared to the prior year periods. Average revenue per requisition improved 4.4% for both periods. The increase in revenue per requisition was principally driven by a shift to a more esoteric test mix and an increase in the number of tests ordered per requisition.

          Our businesses other than clinical laboratory testing accounted for approximately 8% of our consolidated net revenues for the three and six months ended June 30, 2006. These businesses include our clinical trials testing business and our healthcare information technology business (MedPlus), whose growth rates did not significantly affect our consolidated growth rate. In addition, we consider the risk assessment business, acquired as part of the LabOne acquisition, and NID to be non-clinical laboratory testing businesses. The risk assessment business represents approximately 5% of our consolidated net revenues and is currently growing at between 2% and 3% per year. On April 19, 2006, the Company decided to discontinue NID’s operations. NID’s net revenues for the three and six months ended June 30, 2006 decreased $13 million and $25 million, respectively, from the prior year levels and reduced consolidated revenue growth for each period by approximately 1%.

          Operating Costs and Expenses

          Total operating costs and expenses for the three and six months ended June 30, 2006 increased $205 million and $427 million, respectively, from the prior year periods primarily due to the LabOne acquisition and, to a lesser degree, organic growth in our clinical testing volume. The increased costs were primarily in the areas of employee compensation and benefits, which included $20 million and $39 million of stock-based compensation recorded in accordance with SFAS 123R, for the three and six months ended June 30, 2006, respectively, and testing supplies. While our cost structure has been favorably impacted by efficiencies generated from our Six Sigma and standardization initiatives, we continue to make investments in sales, service, science and information technology to further differentiate our company. During the second quarter of 2006, we recorded $28 million of costs related to the wind-down of NID’s operations. The $28 million charge, which is more fully described in Note 9 to the interim consolidated financial statements, included $7.4 million related to the write-off of inventories, which was recorded in “cost of services”, with the remainder recorded in “other operating expense, net”. During the first quarter of 2006, we recorded $27 million of pre-tax charges (included in “other operating expense, net”) primarily associated with integration activities.

          Cost of services, which includes the costs of obtaining, transporting and testing specimens, was 59.1% of net revenues for the three months ended June 30, 2006, increasing from 58.0% of net revenues in the prior year period. For the six months ended June 30, 2006, cost of services as a percentage of net revenues, increased to 59.2% from 58.5% in

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the prior year period. The increases over the prior year are primarily due to the addition of the LabOne business, which carries a higher cost of sales percentage than the Company average and the impact of NID’s performance. Partially offsetting these increases were improvements related to the increase in average revenue per requisition and efficiency gains resulting from our Six Sigma and standardization initiatives.

          Selling, general and administrative expenses, which include the costs of the sales force, billing operations, bad debt expense and general management and administrative support, were 22.9% of net revenues for the three months ended June 30, 2006, unchanged from the prior year period. For the six months ended June 30, 2006, selling, general and administrative expenses, as a percentage of net revenues, decreased to 23.0% from 23.1% in the prior year period. Revenue growth which has allowed us to leverage our expense base, as well as continued benefits from our Six Sigma and standardization efforts have reduced these expenses as a percentage of net revenues. Also serving to reduce the percentage is the addition of the LabOne business, which carries a lower selling, general and administrative expense percentage than the Company average. For the three and six months ended June 30, 2006, bad debt expense was 3.8% and 3.9% of net revenues, respectively, compared to 4.3% and 4.4% of net revenues for the comparable prior year’s periods. The lower bad debt rate primarily related to the improved collection of diagnosis, patient and insurance information necessary to more effectively bill for services performed. We believe that our Six Sigma and standardization initiatives and the increased use of electronic ordering by our customers is driving the improvement and will provide additional opportunities to further improve our overall collection experience and cost structure. Offsetting these improvements was stock-based compensation expense recorded in accordance with SFAS 123R, which increased the selling general and administrative expense percentage by approximately 1% for both the three and six months ended June 30, 2006.

          Other operating expense, net represents miscellaneous income and expense items related to operating activities, including gains and losses associated with the disposal of operating assets and provisions for restructurings and other special charges. For the three and six months ended June 30, 2006, other operating expense, net included a $21 million second quarter charge related to the wind-down of NID’s operations. For the six months ended June 30, 2006, other operating expense, net also included a first quarter charge of $27 million principally associated with integration activities related to LabOne and our operations in California, which are more fully described in Note 4 to the interim consolidated financial statements.

          Operating Income

          Operating income for the three months ended June 30, 2006 was $263 million, or 16.6% of net revenues, compared to $261 million, or 19.0% of net revenues, in the prior year period. For the six months ended June 30, 2006, operating income was $507 million, or 16.2% of net revenues, compared to $491 million or 18.2% of net revenues, in the prior year period. Improvements in operating income over the prior year were driven by the performance of our clinical testing business. Partially offsetting these improvements was the performance of NID which reduced operating income compared to the prior year by $30 million and $44 million for the three and six months ended June 30, 2006, respectively, and $27 million of special charges recorded in the first quarter of 2006, primarily related to integration activities. Additionally, operating income for the three and six months ended June 30, 2006 included $20 million and $39 million, respectively, of stock-based compensation expense recorded pursuant to SFAS 123R.

          Operating income as a percentage of net revenues for the three and six months ended June 30, 2006 compared to the prior year’s periods was reduced by approximately 1.6% and 1.2%, respectively, due to NID’s performance, by 1.3% due to stock-based compensation expense, and by 0.8% due to the results of the LabOne business which we expect will continue to carry lower margins than the rest of our operations until we have realized most of the expected $40 million in synergies. Operating income as a percentage of net revenues for the six months ended June 30, 2006 was also reduced by approximately 0.9% due to special charges recorded in the first quarter of 2006, primarily related to integration activities. Lastly, while the timing of Easter reduced operating income as a percentage of net revenues by about 0.3% for the second quarter of 2006, it had a similar but opposite impact in the first quarter of 2006 and therefore, did not impact operating income growth for the six months ended June 30, 2006.

          Other Income (Expense)

          Interest expense, net for the three and six months ended June 30, 2006 increased $10 million and $21 million, respectively, over the prior year periods. The increases in interest expense, net were primarily due to additional interest expense associated with our $900 million senior notes offering in October 2005 used to fund the LabOne acquisition, as described more fully in Note 10 to the Consolidated Financial Statements contained in our 2005 Annual Report on Form 10-K.

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          Other income (expense), 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 and six months ended June 30, 2006 other income (expense), net includes a $12 million second quarter loss associated with the write-down of an investment. For the six months ended June 30, 2006, other income (expense), net includes a $16 million first quarter gain on the sale of an investment.

          Income taxes

          The increase in the effective tax rate for the three and six months ended June 30, 2006, compared to the prior year periods, was primarily due to losses generated at NID’s foreign operations, for which we do not expect to realize a tax benefit as a result of our decision to discontinue NID’s operations.

          NID

          During the fourth quarter of 2005, NID instituted its second voluntary product hold within a six-month period, due to quality issues, which adversely impacted the operating performance of NID. As a result, the Company evaluated a number of strategic options for NID. On April 19, 2006, the Company decided to discontinue NID’s operations and is in the process of winding down NID’s operations. The decision to discontinue NID’s operations is currently expected to result in pre-tax charges totaling between $33 million and $38 million. Of these charges, $28 million was recorded in the second quarter of 2006 and the balance will be recorded principally in the third quarter of 2006. For the three and six months ended June 30, 2006, NID’s pre-tax losses totaled $35 million and $49 million, respectively, including the second quarter wind-down charge, and reduced diluted earnings per share by $0.12 and $0.17, respectively.

          The ongoing government investigation and regulatory review of NID continue. While we do not believe that these matters will have a material adverse impact on our overall financial condition, their final resolution could be material to our results of operations or cash flows in the period in which the impact of such matters is determined or paid. See Note 6 to the interim consolidated financial statements for a further description of these matters.

Quantitative and Qualitative Disclosures About Market Risk

          We address our exposure to market risks, principally the market risk of changes in interest rates, through a controlled program of risk management that may include the use of derivative financial instruments. We do not hold or issue derivative financial instruments for trading purposes. We do not believe that our foreign exchange exposure is material to our financial condition or results of operations. See Note 2 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K for additional discussion of our financial instruments and hedging activities.

          At June 30, 2006 and December 31, 2005, the fair value of our debt was estimated at approximately $1.5 billion and $1.6 billion, respectively, using quoted market prices and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. At June 30, 2006, the carrying value exceeded the estimated fair value of the debt by approximately $22 million. At December 31, 2005, the estimated fair value exceeded the carrying value of the debt by approximately $39 million. An assumed 10% increase in interest rates (representing approximately 46 and 59 basis points at June 30, 2006 and December 31, 2005, respectively) would potentially reduce the estimated fair value of our debt by approximately $37 million and $36 million at June 30, 2006 and December 31, 2005, respectively.

          Borrowings under our senior unsecured revolving credit facility, our secured receivables credit facility and our term loan due December 2008, are subject to variable interest rates. Interest on our secured receivables credit facility is based on rates that are intended to approximate commercial paper rates for highly rated issuers. Interest rates on our senior unsecured revolving credit facility and term loan due December 2008 are subject to a pricing schedule that can fluctuate based on changes in our credit ratings. As such, our borrowing cost under these credit arrangements will be subject to both fluctuations in interest rates and changes in our credit ratings. As of June 30, 2006, our borrowing rate for our LIBOR-based loans was LIBOR plus 0.5%. At June 30, 2006, there was $75million outstanding under our term loan due December 2008 and no borrowings outstanding under our $500 million senior unsecured revolving credit facility or our $300 million secured receivables credit facility. Based on our net exposure to interest rate changes, an assumed 10% change in interest rates on our variable rate indebtedness (representing approximately 53 basis points) would impact annual net interest expense by approximately $0.4 million, assuming no changes to the debt outstanding at June 30, 2006. See Note 11 to the interim consolidated financial statements and Note 10 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K for details regarding our debt outstanding.

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Liquidity and Capital Resources

          Cash and Cash Equivalents

          Cash and cash equivalents at June 30, 2006 totaled $151 million compared to $92 million at December 31, 2005. Cash flows from operating activities in 2006 were $411 million, which were used to fund investing and financing activities of $76 million and $277 million, respectively. Cash and cash equivalents at June 30, 2005 totaled $204 million, compared to $73 million at December 31, 2004. Cash flows from operating activities in 2005 were $371 million, which were used to fund investing and financing activities of $167 million and $73 million, respectively.

          Cash Flows from Operating Activities

          Net cash provided by operating activities for the six months ended June 30, 2006 was $411 million compared to $371 million in the prior year period. This increase was primarily due to improved operating performance of our clinical testing business, partially offset by the performance of NID. Days sales outstanding, a measure of billing and collection efficiency, improved to 45 days at June 30, 2006 from 46 days at December 31, 2005.

          Cash Flows from Investing Activities

          Net cash used in investing activities for the six months ended June 30, 2006 was $76 million, consisting primarily of capital expenditures of $88 million offset by $16 million of proceeds received in connection with the sale of an investment during the first quarter of 2006. The decrease in capital expenditures versus the prior year is principally due to the completion of a new facility in California, for which there were substantial expenditures in the prior year.

          Net cash used in investing activities for the six months ended June 30, 2005 was $167 million, consisting primarily of capital expenditures of $124 million, equity investments of $24 million in companies which develop diagnostic tests, and an acquisition of a small regional laboratory for $19 million.

          Cash Flows from Financing Activities

          Net cash used in financing activities for the six months ended June 30, 2006 was $277 million, consisting primarily of purchases of treasury stock totaling $254 million, the repayment of $60 million of principal outstanding under our secured receivables credit facility and dividend payments of $38 million, partially offset by $99 million in proceeds from the exercise of stock options, including related tax benefits. The $254 million in treasury stock purchases represents 4.6 million shares of our common stock purchased at an average price of $55.13 per share.

          Net cash used in financing activities for the six months ended June 30, 2005 was $73 million, consisting primarily of purchases of treasury stock totaling $92 million and dividend payments totaling $33 million, partially offset by $64 million in proceeds from the exercise of stock options. In addition, we repaid the remaining $100 million of principal outstanding under our senior unsecured revolving credit facility with $100 million of borrowings under our secured receivables credit facility. The $92 million in treasury stock purchases represents 1.8 million shares of our common stock purchased at an average price of $50.64 per share.

          Dividend Policy

          During each of the quarters of 2005, our Board of Directors declared a quarterly cash dividend of $0.09 per common share. During each of the quarters of 2006, our Board of Directors has declared a quarterly cash dividend per common share of $0.10. We expect to fund future dividend payments with cash flows from operations, and do not expect the dividend to have a material impact on our ability to finance future growth.

          Share Repurchase Plan

          For the three months ended June 30, 2006, we repurchased 2.6 million shares of our common stock at an average price of $57.49 per share for $150 million. For the six months ended June 30, 2006, we repurchased 4.6 million shares of our common stock at an average price of $55.13 for $254 million. Through June 30, 2006, we have repurchased approximately 37 million shares of our common stock at an average price of $44.16 for approximately $1.6 billion under our share repurchase program. At June 30, 2006, the total available for repurchases under the remaining authorizations was $468 million.

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          Contractual Obligations and Commitments

          A full description of the terms of our indebtedness and related debt service requirements and our future payments under certain of our contractual obligations is contained in Note 10 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K. A full discussion and analysis regarding our minimum rental commitments under noncancelable operating leases and noncancelable commitments to purchase products or services at December 31, 2005 is contained in Note 14 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K. See Note 6 to the interim consolidated financial statements for information regarding the status of legal matters involving the Company.

          Our credit agreements relating to our senior unsecured revolving credit facility and our term loan due December 2008 contain various covenants and conditions, including the maintenance of certain financial ratios, that could impact our ability to, among other things, incur additional indebtedness. We do not expect these covenants to adversely impact our ability to execute our growth strategy or conduct normal business operations.

          Unconsolidated Joint Ventures

          We have investments in unconsolidated joint ventures in Phoenix, Arizona; Indianapolis, Indiana; and Dayton, Ohio, which are accounted for under the equity method of accounting. We believe that our transactions with our joint ventures are conducted at arm’s length, reflecting current market conditions and pricing. Total net revenues of our unconsolidated joint ventures equal less than 6% of our consolidated net revenues. Total assets associated with our unconsolidated joint ventures are less than 2% of our consolidated total assets. We have no material unconditional obligations or guarantees to, or in support of, our unconsolidated joint ventures and their operations.

          Acquisition of Focus Diagnostics, Inc.

          On July 5, 2006, we completed our previously announced acquisition of Focus Diagnostics, Inc., or Focus, in an all-cash transaction valued at $206 million including approximately $3 million of assumed debt of Focus. Focus is a leading provider of infectious and immunologic diseases testing and develops and markets diagnostic products. Focus offers its reference testing services to large academic medical centers, hospitals and commercial laboratories. We financed the acquisition and related transaction costs together with the repayment of substantially all of Focus’s debt outstanding with $135 million of borrowings under our secured receivables credit facility and with cash on hand. The acquisition will be accounted for under the purchase method of accounting.

          Requirements and Capital Resources

          We estimate that we will invest approximately $210 million to $230 million during 2006 for capital expenditures to support and expand our existing operations, principally related to investments in information technology, equipment, and facility upgrades.

          Our 6¾% senior notes, which have an aggregate principal amount of $275 million outstanding, matured in July 2006. On July 12, 2006, we repaid these notes with $165 million of borrowings under our secured receivables credit facility, $75 million of borrowings under our senior unsecured revolving credit facility and cash on hand.

          As of July 28, 2006, $425 million of borrowing capacity was available under our existing credit facilities.

          We believe that cash from operations and our borrowing capacity under our credit facilities will provide sufficient financial flexibility to meet seasonal working capital requirements and to fund capital expenditures, debt service requirements, cash dividends on common shares, share repurchases and additional growth opportunities for the foreseeable future. Our investment grade credit ratings have had a favorable impact on our cost of and access to capital, and we believe that our strong financial performance should provide us with access to additional financing, if necessary, to fund growth opportunities that cannot be funded from existing sources.

Impact of New Accounting Standards

          Effective January 1, 2006, we adopted SFAS 123R using the modified prospective approach. See Notes 1 and 2 to the interim consolidated financial statements for further details.

          In July 2006, the Financial Accounting Standards Board issued Financial Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). See Note 1 to the interim consolidated financial statements for further details.

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Forward-Looking Statements

          Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may”, “believe”, “will”, “expect”, “project”, “estimate”, “anticipate”, “plan” or “continue”. These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could significantly cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the Litigation Reform Act, provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation.

          We would like to take advantage of the “safe harbor” provisions of the Litigation Reform Act in connection with the forward-looking statements included in this document. The risks and other factors that could cause our actual financial results to differ materially from those projected, forecasted or estimated by us in forward-looking statements may include, but are not limited to, unanticipated expenditures, changing relationships with customers, payers, suppliers and strategic partners, competitive environment, changes in government regulations, conditions of the economy and other factors described in our 2005 Annual Report on Form 10-K and subsequent filings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

          See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4. Controls and Procedures

(a)

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are adequate and effective.

(b)

During the second quarter of 2006, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

          See Note 6 to the interim consolidated financial statements for information regarding the status of legal proceedings involving the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
April 1, 2006 – April 30, 2006		—	$	—		—	$	618,046
May 1, 2006 – May 31, 2006		1,011,800	$	57.47		1,011,800	$	559,898
June 1, 2006 – June 30, 2006		1,597,500	$	57.50		1,597,500	$	468,047
Total		2,609,300	$	57.49		2,609,300	$	468,047

          In 2003, our Board of Directors authorized a share repurchase program, which permitted us to purchase up to $600 million of our common stock. In July 2004, our Board of Directors authorized us to purchase up to an additional $300 million of our common stock. Under a separate authorization from our Board of Directors, in December 2004 we repurchased 5.4 million shares of our common stock for approximately $254 million from GlaxoSmithKline plc. In January 2005, our Board of Directors expanded the share repurchase authorization by an additional $350 million. In January 2006, our Board of Directors expanded the share repurchase authorization by an additional $600 million.

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held on May 4, 2006. At the meeting the matters described below were approved by the shareholders.

(a) The following nominees for the office of director were elected for terms expiring at the 2009 Annual Meeting of Shareholders, by the following votes:

	For	Withheld
Jenne K. Britell, Ph.D.	178,255,619	3,405,767
Gail R. Wilensky, Ph.D.	176,442,745	5,218,641
Mr. John B. Ziegler	169,364,288	12,297,098

The following persons continue as directors:

John C. Baldwin, M.D.

Mr. William F. Buehler

Mr. William R. Grant

Ms. Rosanne Haggerty

Surya N. Mohapatra, Ph.D.

Mr. Gary M. Pfeiffer

Daniel C. Stanzione, Ph.D.

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(b)	The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2006, was approved by the following number of stockholder votes for, against, and abstained:
	For: 175,801,288	Against: 4,849,057	Abstained: 1,011,041
(c)	The Amendment to the Restated Certificate of Incorporation of the Company was approved by the following number of shareholder votes for, against, and abstained:
	For: 148,089,324	Against: 32,560,629	Abstained: 1,011,430
(d)	The Amended and Restated Employee Stock Purchase Plan of the Company was approved by the following number of shareholder votes for, against, and abstained:
	For: 160,387,888	Against: 2,854,550	Abstained: 1,389,843

Item 6. Exhibits

Exhibits:
3.1	Certification of Amendment to Restated Certificate of Incorporation of Quest Diagnostics Incorporated
10.1	Letter Agreement dated June 15, 2006 between the Company and Surya N. Mohapatra
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Signatures

          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, thereunto duly authorized.

July 31, 2006
Quest Diagnostics Incorporated

By	/s/	Surya N. Mohapatra
		Surya N. Mohapatra, Ph.D.
		Chairman, President and
		Chief Executive Officer
By	/s/	Robert A. Hagemann
		Robert A. Hagemann
		Senior Vice President and
		Chief Financial Officer

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