0001022079-14-000016.txt : 20140311 0001022079-14-000016.hdr.sgml : 20140311 20140311074820 ACCESSION NUMBER: 0001022079-14-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140310 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140311 DATE AS OF CHANGE: 20140311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12215 FILM NUMBER: 14682779 BUSINESS ADDRESS: STREET 1: 3 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9735202700 MAIL ADDRESS: STREET 1: 3 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 8-K 1 dgx0310148-k_item701.htm 8-K DGX 03.10.14 8-K_Item 7.01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

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

Date of Report (Date of Earliest Event Reported): March 10, 2014


 

Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)


 

Delaware
(State or other jurisdiction of Incorporation)

001-12215
 
16-1387862
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
Three Giralda Farms
Madison, NJ 07940
 
07940
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(973) 520-2700
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR 240.13e-4(c))

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Item 7.01    Regulation FD Disclosure
 
On March 10, 2014, Quest Diagnostics Incorporated (the "Company") issued a press release announcing that it completed the recently announced acquisition of Solstas Lab Partners Group and its subsidiaries. In conjunction with the completion of the Solstas transaction, the Company announced that it raised its full-year 2014 financial guidance for results from continuing operations, excluding special items:

Full year 2014 revenues are expected to increase 2% to 4% over the full year 2013, versus the prior guidance of flat to down 2%.
Adjusted earnings per diluted share are expected to be between $3.95 and $4.15, versus the prior guidance of between $3.90 and $4.10.

The Company stated that updated guidance for the full year 2014 reflects unseasonably harsh winter weather conditions during February, which have negatively impacted the Company’s performance. The Company now estimates the impact of weather to first quarter adjusted earnings per diluted share to be approximately $0.10.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits

d.
Exhibit
Description
 
99.1
Press Release


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Signature
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


March 11, 2014


QUEST DIAGNOSTICS INCORPORATED



By:    /s/ William J. O’Shaughnessy, Jr.
William J. O’Shaughnessy, Jr.
Deputy General Counsel and Secretary


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EX-99.1 2 exhibit991_pressreleasex03.htm EXHIBIT Exhibit 99.1_Press Release_03.10.14


Exhibit 99.1
Quest Diagnostics Contacts:
Dan Haemmerle (Investors): 973-520-2900
Wendy Bost (Media): 973-520-2800

Quest Diagnostics Completes Acquisition of Solstas Lab Partners
and Raises 2014 Financial Guidance

Full Year 2014 Revenues Expected to Grow 2% - 4% Compared to 2013

Full Year Adjusted Earnings Per Diluted Share to be Between $3.95 and $4.15

MADISON, N.J., March 10, 2014 -- Quest Diagnostics (NYSE: DGX), the world's leading provider of diagnostic information services, announced today that it has completed the previously announced acquisition of Solstas Lab Partners Group and its subsidiaries (Solstas), a full-service commercial laboratory company based in Greensboro, North Carolina. The combination of Solstas with Quest Diagnostics will give patients and healthcare providers in the Southeastern United States, where Solstas operates in nine states, including the Carolinas, Virginia, Tennessee, Georgia and Alabama, greater access to innovative and cost-effective diagnostic information services.

2014 Guidance Updated
In conjunction with the completion of the Solstas transaction, Quest Diagnostics is raising its full-year 2014 financial guidance for results from continuing operations, excluding special items:

Full year 2014 revenues are expected to increase 2% to 4% over the full year 2013, versus the prior guidance of flat to down 2%.
Adjusted earnings per diluted share are expected to be between $3.95 and $4.15, versus the prior guidance of between $3.90 and $4.10.

Updated guidance for the full year 2014 reflects unseasonably harsh winter weather conditions during February, which have negatively impacted Quest Diagnostics' performance. The company now estimates the impact of weather to first quarter adjusted earnings per diluted share to be approximately $0.10.

Note on Non-GAAP Financial Measures
As used in this press release, for the purpose of earnings the term "adjusted" refers to the operating performance measures that exclude special items. Adjusted measures are presented because management believes those measures are useful adjuncts to reported results under accounting principles generally accepted in the United States. Adjusted measures should not be considered as an alternative to the corresponding measures determined under accounting principles generally accepted in the United States.

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

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management's current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different. Risks and uncertainties that may affect the future results of the company include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners and other factors discussed in "Business," "Risk Factors," "Cautionary Factors that May Affect Future Results," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures About Market Risk" in the company's 2013 Annual Report on Form 10-K and other items throughout the Form 10-K and the company's 2014 Current Reports on Form 8-K.