Kenneth W. Freeman
Chairman and Chief Executive Officer

TO OUR SHAREHOLDERS,
CUSTOMERS AND EMPLOYEES:

2002 was another excellent year for Quest Diagnostics. We reported improved financial results for the sixth consecutive year and continued to invest in the bright future of the business. Investments in Six Sigma quality generated positive financial returns and tangible improvements in customer service. We expanded access to vital laboratory testing, information and services. We continued to distinguish ourselves by offering highly specialized esoteric tests and unique ways for physicians and hospitals to use our services.

Committed to YOU…Today    The theme of our Annual Report is “Committed to YOU.” We are a business that is all about people caring about and helping people. We strongly believe the way to create long-term sustainable shareholder value is through a foundation of satisfied customers and employees. On the pages that follow, you will see how our more than 35,000 dedicated employees are committed to meeting the needs of patients and their physicians.

Committed to Customers…through Six Sigma Quality    We serve the diagnostic testing needs of approximately one-half of America’s physicians and hospitals. We are counted on to provide highly accurate diagnostic test results and interpretations that influence the vast majority of healthcare decisions. Every specimen represents a person in need of vital information about his or her health, an awesome responsibility, and one we accept with a strong sense of pride.

We set ourselves apart from the competition by providing unparalleled quality—the ultimate differentiator. Quest Diagnostics is the first major healthcare services company to pursue Six Sigma quality, establishing a disciplined approach to reduce errors and strive for perfection. We have been on the journey for more than three years, and Six Sigma is dramatically changing the Quest Diagnostics culture. We provide Six Sigma training for every employee and have extensively trained approximately 800 Six Sigma experts, called Black Belts and Green Belts, who are leading defect-reduction projects across the company.

Driving change requires that senior leadership visibly “walk the talk.” I am trained as a Black Belt, and am personally driving the transformation through the leadership of specific projects. The focus on Six Sigma is yielding improved quality and process effectiveness, significant cost savings and enhanced customer satisfaction.

The Six Sigma methodology starts with listening to customers to understand their needs. Our customers want service tailored to their specific requirements. Last year we expanded efforts to better serve several important customer segments. We launched a dedicated hospital testing sales and service team across the country to build on our leadership position. We established full service esoteric and gene-based testing capabilities in Chantilly, Virginia, to complement Quest Diagnostics Nichols Institute in San Juan Capistrano, California, enhancing convenience for specialist physicians and hospital customers and speeding turnaround times.

Committed to Customers…through Innovation    We are committed to leading through innovation, bringing new diagnostic tests and information technology applications to customers.

Innovative electronic connectivity options make it easier for customers to do business with us. The Internet is starting to replace paper forms for physicians when they order diagnostic tests and receive test results. Our physician portal, called eMaxx®, enables physicians and other healthcare providers to share crucial clinical patient data securely, and also to order lab tests and verify insurance eligibility in real time. We strengthen managed care relationships with our proprietary QuestNetTM laboratory network management service. We are also devoting significant resources to help ensure full compliance with new federal regulations protecting the confidentiality of patient information.

We offer the most comprehensive test menus for high-growth product categories and disease states, including cardiovascular disease, cancer, infectious disease, and genetic disorders. In addition, we enhanced our gene-based and esoteric testing sales capability through a select group of highly trained experts who can readily describe the benefits of the most sophisticated tests.

Committed to Employees    Our talented and committed employees share a collective vision: “Dedicated people improving the health of patients through unsurpassed diagnostic insights.” When Quest Diagnostics became an independent company at the end of 1996, we established a strong ethical foundation based on six core values, starting with quality and integrity. We are committed to making Quest Diagnostics one of the very best places to work.

Whether delivering accurate and timely test results or reporting financial results, we insist on highly ethical behavior from all employees. The very nature of our business demands it, and we demand it of ourselves.

COMMITTED TO Performance    Our ongoing commitment to customer and employee satisfaction yielded outstanding financial performance once again in 2002. We increased net earnings per diluted share more than 40% for the third consecutive year, to $3.23. Revenues increased 13% to $4.1 billion. EBITDA, a measure of operating effectiveness, expanded from 15.3% to 17.7% of revenues. Cash generated from operations was almost $600 million.

We reliably generate substantial cash flows, which we invest to drive future growth. Strong cash generation enables us to pursue selective acquisitions such as American Medical Laboratories (AML) and Unilab Corporation, while strengthening the balance sheet and improving our credit profile. We repaid the entire $475 million in debt from the acquisition of AML within nine months of completing the transaction, and ended the year with nearly $100 million of cash on hand. These acquisitions broaden our leadership position to additional geographies, including California, Nevada, Washington, D.C., and Virginia, and their impact can be seen in the expanded number of patient service centers, rapid response laboratories, employees, and patient encounters that are cited throughout the Annual Report.

Committed to You…Tomorrow    Our commitment to you is for today, and tomorrow. We manage the company for long-term, sustainable growth. The population is growing and aging, requiring more diagnostic tests. The genomics and proteomics revolution is spurring an unprecedented development effort, and our industry is the initial beneficiary. Rapid advances in information technology enable us to interact more effectively and efficiently with customers, improving customer satisfaction and loyalty.

Quest Diagnostics is well positioned to provide superior financial performance in 2003 and beyond. We are the leader across the various facets of diagnostic testing, from routine testing to the most sophisticated esoteric and gene-based tests, as well as drugs of abuse testing. We will continue to grow through two approaches: organically, through a relentless focus on Six Sigma quality and on meeting customer requirements; and through selective strategic acquisitions in an industry that remains highly fragmented. At the same time, we will continue to expand profit margins by further standardizing operations to fully realize the economies of scale available to us.

I am extremely proud of the commitment of every employee to our values and to placing the patient at the center of everything we do. Through our strong commitment to customers and employees, we improve the health of tens of millions of patients served by Quest Diagnostics each year, and enhance shareholder value. Thank you for your continued trust and support.

Kenneth W. Freeman
Chairman and Chief Executive Officer