| |
Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
(a) Documents filed as part of this
report:
1. Index
to financial statements and supplementary data filed as part of this report:
|
Item |
Page |
|
|
|
|
Report of
Independent Auditors......................................................... |
F-1 |
|
Consolidated Balance
Sheets.............................................................. |
F-2 |
|
Consolidated Statements
of Operations............................................ |
F-3 |
|
Consolidated Statements
of Cash Flows............................................ |
F-4 |
|
Consolidated Statements
of Stockholders’ Equity............................ |
F-5 |
|
Notes to Consolidated
Financial Statements..................................... |
F-6 |
|
Supplementary Data:
Quarterly Operating Results (unaudited)....... |
F-37 |
|
|
|
2. Financial Statement Schedule:
|
Item |
Page |
|
|
|
|
Schedule II -
Valuation Accounts and Reserves................................ |
F-38
|
|
|
|
3. Exhibits
filed as part of this report:
See
(c) below.
(b) Report on Form 8-K filed during the
fourth quarter of 2003:
On October 21, 2003, the Company furnished a current report
on Form 8-K reporting under Item 7 its press release of October 31, 2003
announcing, among other things, its results for the quarter and nine months
ended September 30, 2003 and its press release announcing a quarterly cash
dividend and the expansion of the Company’s share repurchase program.
On October 31, 2003, the Company filed a current report on
Form 8-K reporting under Item 5 operating income for the quarters ended March
31, 2003, June 30, 2003 and September 30, 2003 and the nine months ended
September 30, 2003 and for the quarters ended March 31, 2002, June 30, 2002,
September 30, 2002 and December 31, 2002 and the year ended December 31, 2002
on a basis consistent with the preparation of the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2003.
On November 20, 2003, the Company filed an amended current
report on Form 8-K (Date of Report: February 26, 2003) reporting under Item 2
on the acquisition of the outstanding capital stock of Unilab Corporation.
(c) Exhibits
filed as part of this report:
|
Exhibit Number |
Description |
|
3.1 |
Restated Certificate of Incorporation (filed as an Exhibit
to the Company’s current report on Form 8-K (Date of Report: May 31, 2001)
and incorporated herein by reference) |
|
3.2 |
Amended and Restated By-Laws of the Registrant (filed as
an Exhibit to the Company’s 2000 annual report on Form 10-K and incorporated
herein by reference) |
|
4.1 |
Form of Rights Agreement dated December 31, 1996 (the
“Rights Agreement”) between Corning Clinical Laboratories Inc. and Harris
Trust and Savings Bank as Rights Agent (filed as an Exhibit to the Company’s
Registration Statement on Form 10 (File No. 1-12215) and incorporated herein
by reference) |
|
4.2 |
Form of Amendment No. 1 effective as of July 1, 1999 to
the Rights Agreement (filed as an Exhibit to the Company’s current report on
Form 8-K (Date of Report: August 16, 1999) and incorporated herein by
reference) |
|
4.3 |
Form of Amendment No. 2 to the Rights Agreement (filed as
an Exhibit to the Company’s 1999 annual report on Form 10-K and incorporated
herein by reference) |
|
4.4 |
Form of Amendment No. 3 to the Rights Agreement (filed as
an Exhibit to the Company’s 2000 annual report on Form 10-K and incorporated
herein by reference) |
|
4.5 |
Form of Acceptance by National City Bank as successor
Rights Agent under the Rights Agreement |
|
10.1 |
Form of 6 ¾% Senior Notes due 2006, including the
form of guarantee endorsed thereon (filed as an Exhibit to the Company’s
current report on Form 8-K (Date of Report: June 27, 2001) and incorporated
herein by reference) |
|
10.2 |
Form of 7 ½% Senior Notes due 2011, including the
form of guarantee endorsed thereon (filed as an Exhibit to the Company’s
current report on Form 8-K (Date of Report: June 27, 2001) and incorporated
herein by reference) |
|
10.3 |
Form of 1.75% Contingent Convertible Debentures due
2021, including the form of guarantee endorsed thereon (filed as an Exhibit
to the Company’s current report on Form 8-K (Date of Report: November 26,
2001) and incorporated herein by reference) |
|
10.4 |
Indenture dated as of June 27, 2001, among the
Company, the Subsidiary Guarantors, and the Trustee (filed as an Exhibit to
the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and
incorporated herein by reference) |
|
10.5 |
First Supplemental Indenture, dated as of June 27,
2001, among the Company, the Subsidiary Guarantors, and the Trustee to the Indenture
referred to in Exhibit 10.4 (filed as an Exhibit to the Company’s current
report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by
reference) |
|
10.6 |
Second Supplemental Indenture, dated as of November
26, 2001, among the Company, the Subsidiary Guarantors, and the Trustee to
the Indenture referred to in Exhibit 10.4 (filed as an Exhibit to the Company’s current report on Form 8-K (Date
of Report: November 26, 2001) and incorporated herein by reference) |
|
10.7 |
Third Supplemental Indenture, dated as of April 4,
2002, among Quest Diagnostics, the Additional Subsidiary Guarantors, and the
Trustee to the Indenture referred to in Exhibit 10.4 (filed as an Exhibit to
the Company’s current report on Form 8-K (Date of Report: April 1, 2002) and
incorporated herein by reference) |
|
10.8 |
Fourth Supplemental Indenture dated as of March 19,
2003, among Unilab Corporation (f/k/a Quest Diagnostics Newco Incorporated),
Quest Diagnostics Incorporated, The Bank Of New York, and the Subsidiary
Guarantors (filed as an Exhibit to the Company’s quarterly report on Form
10-Q for the quarter ended March 31, 2003 and incorporated herein by
reference) |
|
10.9 |
Credit Agreement, dated as of June 27, 2001, among
the Company, the Subsidiary Guarantors and the Banks (filed as an Exhibit to
the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and
incorporated herein by reference) |
|
10.10 |
Second Amended and Restated Credit and Security
Agreement dated as of September 30, 2003 among Quest Diagnostics Receivables
Inc., as Borrower, Quest
Diagnostics Incorporated, as Servicer, each of the lenders party
thereto and Wachovia Bank, National Association, as Administrative Agent (filed as an Exhibit to the Company’s
quarterly report on Form 10-Q for the quarter ended September 30, 2003 and
incorporated herein by reference) |
|
10.11 |
Amended and Restated Receivables Sale Agreement dated as
of September 30, 2003 among Quest Diagnostics Incorporated and each of its direct or indirect wholly
owned subsidiaries who is or hereafter becomes a seller hereunder, as
the Sellers, and Quest Diagnostics Receivables Inc., as the Buyer (filed as
an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter
ended September 30, 2003 and incorporated herein by reference) |
|
10.12 |
Term Loan Credit Agreement dated as of June 21, 2002 among
Quest Diagnostics Incorporated, certain subsidiary guarantors of the Company,
the lenders party thereto, and Bank of America, N.A., as Administrative Agent
(filed as an Exhibit to the Company’s Registration Statement on Form S-4 (No.
333-88330) and incorporated herein by reference) |
|
10.13 |
First
Amendment to Credit Agreement dated as of September 20, 2002 among Quest
Diagnostics Incorporated, certain subsidiary guarantors of the Company, the
lenders party thereto, and Bank of America, N.A., as Administrative Agent
(filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the
quarter ended September 30, 2002 and incorporated herein by reference) |
|
10.14 |
Second Amendment
to Credit Agreement dated as of December 19, 2002 among Quest Diagnostics
Incorporated, certain subsidiary guarantors of the Company, the lenders party
thereto, and Bank of America, N.A., as Administrative Agent (filed as an
Exhibit to post effective Amendment No. 1 to the Company’s Registration
Statement on Form S-4 (No. 333-88330) and incorporated herein by reference) |
|
10.15 |
Term Loan Credit
Agreement dated as of December 19, 2003 among Quest Diagnostics
Incorporated, certain subsidiary guarantors of the Company, the lenders party
thereto, and Sumitomo Mitsui Banking Corporation |
|
10.16 |
Stock and Asset Purchase Agreement dated as of February 9,
1999 among SmithKline Beecham plc, SmithKline Beecham Corporation and the
Company (the “Stock and Asset Purchase Agreement”) (filed as Appendix A of
the Company’s Definitive Proxy Statement dated May 11, 1999 and incorporated
herein by reference) |
|
10.17 |
Amendment No. 1 dated August 6, 1999 to the Stock and
Asset Purchase Agreement (filed as an Exhibit to the Company’s current report
on Form 8-K (Date of Report: August 16, 1999) and incorporated herein by
reference) |
|
10.18 |
Non-Competition Agreement dated as of August 16, 1999
between SmithKline Beecham plc and the Company (filed as an Exhibit to the
Company’s current report on Form 8-K (Date of Report: August 16, 1999) and
incorporated herein by reference) |
|
10.19 |
Stockholders Agreement dated as of August 16, 1999 between
SmithKline Beecham plc and the Company (filed as an Exhibit to the Company’s
current report on Form 8-K (Date of Report: August 16, 1999) and incorporated
herein by reference) |
|
10.20 |
Amended and
Restated Global Clinical Trials Agreement, dated as of December 19, 2002
between SmithKline Beecham plc dba GlaxoSmithKline and the Company (filed
as an Exhibit to post effective amendment No. 1 to the Company’s Registration
Statement on Form S-4 (No. 333-88330) and incorporated herein by reference) |
|
10.21 |
Agreement and Plan of Merger, dated as of April 2, 2002,
as amended, among the Company, Quest Diagnostics Newco Incorporated and
Unilab Corporation (filed as an annex to the Company’s final prospectus,
dated August 6, 2002, and incorporated herein by reference) |
|
10.22 |
Amendment to the Agreement and Plan of Merger, dated as of
May 13, 2002, among the Company, Quest Diagnostics Newco Incorporated and
Unilab Corporation (filed as an annex to the Company’s final prospectus,
dated August 6, 2002, and incorporated herein by reference) |
|
10.23 |
Amendment No. 2 to the Agreement and Plan of Merger, dated
as of June 20, 2002, among the Company, Quest Diagnostics Newco Incorporated
and Unilab Corporation (filed as an annex to the Company’s final prospectus,
dated August 6, 2002, and incorporated herein by reference) |
|
10.24 |
Amendment No. 3 to the Agreement and Plan of Merger, dated
as of September 25, 2002, among the Company, Quest Diagnostics Newco
Incorporated and Unilab Corporation (incorporated herein by reference to
Exhibit (a)(11) of the Company’s Schedule TO Amendment No. 12 filed with the
Commission on September 26, 2002, file No. 001-12215) |
|
10.25 |
Amendment No. 4 to the Agreement and Plan of Merger, dated
as of January 4, 2003, among the Company, Quest Diagnostics Newco
Incorporated and Unilab Corporation (incorporated herein by reference to
Exhibit (a)(20) of Quest Diagnostics’ Schedule TO Amendment No. 20 filed with
the Commission on January 6, 2003, file No. 001-12215) |
|
10.26 |
Form of Employees Stock Purchase Plan, as amended (filed
as an Exhibit to the Company’s annual report on Form 10-K for the year ended
December 31, 2002 and incorporated herein by reference) |
|
10.27 |
Form of 1996 Employee Equity Participation Program, as
amended (filed as an Exhibit to the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2002 and incorporated herein by
reference) |
|
10.28 |
Form of 1999 Employee Equity Participation Program, as
amended as of July 31, 2003 (filed as an Exhibit to the Company’s quarterly
report on Form 10-Q for the quarter ended June 30, 2003 and incorporated
herein by reference) |
|
10.29 |
Procedures for the Exercise of Designated Options by
Covered Employees (filed as an Exhibit to the Company’s quarterly report on
Form 10-Q for the quarter ended June 30, 2003 and incorporated herein by
reference) |
|
10.30 |
Form of Stock Option Plan for Non-Employee Directors
(filed as an Exhibit to post effective amendment No. 1 to the Company’s
Registration Statement on Form S-4 (No. 333-88330) and incorporated herein by
reference) |
|
10.31 |
Form of Amended and Restated Deferred Compensation Plan
For Directors (filed as an Exhibit to the Company’s quarterly report on Form
10-Q for the quarter ended June 30, 2003 and incorporated herein by
reference) |
|
10.32 |
Employment Agreement between the Company and Kenneth W.
Freeman dated as of January 1, 2003 (filed as an Exhibit to the Company’s
annual report on Form 10-K for the year ended December 31, 2002 and
incorporated herein by reference) |
|
10.33 |
Employment Agreement between the Company and Surya N. Mohapatra dated as of November 9, 2003 |
|
10.34 |
Form of Supplemental Deferred Compensation Plan
(filed as an Exhibit to the Company’s annual report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by reference) |
|
10.35 |
Amendment No. 1 to
the Supplemental Deferred Compensation Plan (filed as an Exhibit to
post effective amendment No. 1 to the Company’s Registration Statement on
Form S-4 (No. 333-88330) and incorporated herein by reference) |
|
10.36 |
Amendment No. 2 to
the Supplemental Deferred Compensation Plan (filed as an Exhibit to
post effective amendment No. 1 to the Company’s Registration Statement on
Form S-4 (No. 333-88330) and incorporated herein by reference) |
|
10.37 |
Form of Executive Retirement Supplemental Plan (filed as
an Exhibit to the Company’s Registration Statement on Form 10 (File No.
1-12215) and incorporated herein by reference) |
|
10.38 |
Form of Senior Management Incentive Plan (filed as
Appendix A to the Company’s proxy statement dated March 28, 2003 and
incorporated herein by reference) |
|
14 |
Code of Business Ethics |
|
21 |
Subsidiaries of Quest Diagnostics Incorporated |
|
23.1 |
Consent of PricewaterhouseCoopers LLP |
|
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 |
|
|
|
