Quest Diagnostics Incorporated
Q3 2007 Earnings Call Transcript

Published: 24 Oct 2007

[Operator:]

Welcome to the Quest DiagnosticsThird Quarter 2007 Conference Call. At the request of the company, this call isbeing recorded. The entire contents of the call, including the presentation andthe question-and-answer session that will follow, are copyrighted property ofQuest Diagnostics with all rights reserved. Any redistribution, retransmission,or rebroadcast of this call in any form, without the expressed written consentof Quest Diagnostics, is strictly prohibited. Now, I would like to introduceLaure Park, Vice President of Investor Relations for Quest Diagnostics. Goahead, please.

[Laure Park:]

Thank you and good morning. I amhere with Surya Mohapatra, our Chairman and Chief Executive Officer, and BobHagemann, our Chief Financial Officer. Some of our commentary and answers toquestions may contain forward-looking statements. You are cautioned not toplace undue reliance on forward-looking statements which speak only as of thedate that they are made and reflect management's current estimates,projections, expectations or beliefs and involve risks and uncertainties thatcould cause actual results and outcomes to be materially different. Risks and uncertainties that mayaffect the future results of the company include, but are not limited to, thecompetitive environment; changes in government regulations; changingrelationships with customers, payers, suppliers and strategic partners; andother factors described in the Quest Diagnostics' 2006 Form 10-K, quarterlyreports on Form 10-Q and current reports on Form 8-K. A copy of our earnings pressrelease is available, and the text of our prepared remarks will be availablelater today in the quarterly update section of our website at www.questdiagnostics.com.A downloadable spreadsheet with our results and supplemental analysis is alsoavailable on the website. Now here is Surya Mohapatra.

[Surya Mohapatra:]

Thank you, Laure. During thequarter, we continue to grow our revenue, improve margins and generate strongcash flow. Consolidated revenues grew to $1.08 billion, operating margin grewto 17.3%, a second consecutive quarter of strong improvement, and cash flow wasstrong approaching $300 million. We started the year withuncertainties in a competitive environment with health plans and our ability tomanage costs and growth. We have made excellent progress in reducing thatuncertainty by renewing, and in some cases, extending our relationship withhealth plans. We have aggressively reduced our cost structure while improvingservice and return margins to the level we realized as a contracted provider toUnited. We continue to retainapproximately 25% of the United business and have seen no change in theirassociated discretionary work. This is a clear testament to our strong anddifferentiated value proposition. We have also begun to implement plans tofurther reduce costs by $500 million over the next two years, and we have madeimportant acquisitions, which positions us to accelerate growth. Later I will elaborate on ourgrowth plans, but first, Bob will review our performance and guidance.

[Bob Hagemann:]

Thanks, Surya. As Suryaindicated, we continue to make excellent progress in improving margins over thecourse of the year. Now essentially, back to the profitability levels of lastyear, we are considering the acquisition of AmeriPath. In addition, we've begundiscussions with the government in an effort to reach a settlement regardingits investigation of NID, a test kit manufacturing subsidiary closed in 2006.In connection with these discussions, we've established a reserve of $51million and recorded the charge as part of discontinued operations. We've been working diligently tobring closure to this matter, but it remains unclear as to how long it may takeand what the ultimate cost will be to resolve this issue. Given that we are inongoing discussions regarding this matter, what we can say is limited and iscontained in footnote 8 of the earnings release. In order to assist in making comparisons,as I go through our results, I'll highlight the impact of AmeriPath on a numberof key metrics. In addition to highlight our progress, I'll point downimprovements in certain metrics over the last several quarters. Revenues were $1.8 billion, 11.6%above the prior year, with AmeriPath contributing about 13% growth. Revenuesfor our clinical testing business, which accounts for over 90% of our totalrevenues, were 10.6% above the prior year, with AmeriPath contributing 14%growth. Volume was 2.4% below the prioryear, and approximately 8% below, without the AmeriPath acquisition. Revenueper acquisition increased 13.3%, with 8.5% of the increase due to AmeriPath.The balance of the increase in revenue per acquisition continues to beprimarily driven by a positive test mix. AmeriPath's organic revenuegrowth for the third quarter was 7%, with particular strength indermatopathology and hospital testing. We estimate that consolidated revenueswere reduced by almost 5% due to our change in status with United, withclinical testing volume reduced by about 7%, partially offset by a positiveimpact of revenue per acquisition of about 2%. Positive impact of revenue peracquisition is associated with higher reimbursement on the retained, Unitedwork. Throughout the third quarter we saw little change in our United volumeand continued to remain at about 25% of the previously contracted level. Weexpect that some additional United volume will move overtime due to United'songoing efforts. We continue to be encouraged byphysician's decisions to select Quest Diagnostics when given a choice, and Ihave seen no further loss of discretionary work during the quarter. Adjusted for the changeassociated with Untied, we saw about 1% improvement in our base volume growthcompared to that of the second quarter. Improvement, principally related to ournew Aetna agreement, which went into effectJuly 1. Organic revenue growth in ournon-clinical testing physicians, as a group, which include our clinical trialstesting business and the risks assessment business, was a little over 5% forthe third quarter. The acquisition of HemoCuecontributed 1.5% to consolidated revenue growth. Operating income, as apercentage of revenues, was 17.3% for the quarter compared to 18.5% in theprior year, with the difference due to the acquisition of AmeriPath. Beforeincluding the results of AmeriPath, margins have now returned to the prior yearlevel, only nine months after the contract change with United. This is a further improvement ofabout two full margin points from the year-over-year comparison in the secondquarter, which itself reflects significant improvement from the first quartercomparison. Improvements are due to actions we have taken to reduce our coststructure, avoidance of certain costs incurred in the first quarter, associatedwith business retention and workforce reductions, and higher revenue peracquisition. Bad debt expenses as a percentageof revenues, was 4.8% and 4% before the inclusion of AmeriPath. AmeriPath, whichcarries a higher bad debt rate than the rest of our business, much of it due tothe in patient work done for hospitals and billing systems conversions, willincrease our bad debt expense by about 1% for the time being. At this point wehave not reduced the AmeriPath's bad debt as quickly as we had planned. Howeverthe eventual synergy opportunity related to bad debt remains unchanged. Diluted earnings per share fromcontinuing operations were $0.77 compared to $0.82 in the prior year. Theimpact of the change in contract status with United has been essentiallymitigated. Differences from the prior year is principally due to the AmeriPathacquisition, which will be somewhat more dilutive in the near-term and initialestimates, and in large part, are due to higher bad debt. Included in footnote 6 to theearnings release is a table which summarizes the impact for various measuresfor a number of the items discussed. Cash from operations for thequarter was strong at $291 million, up sharply from Q2 and $56 million abovethe prior year. During the quarter we reduced debt by $152 million, bringingthe total debt reduction since the AmeriPath acquisition to $192 million. Cash at quarter-end was $165million, up $42 million from the second quarter. Capital expenditures were $54million in the quarter and we repurchased $41 million of common stock. Day sales outstanding were 50days, 1 day below the Q2 level and 2 days above the same point last. Theincrease over the last year is due to AmeriPath's impact on our DSOs, which weexpect to decrease overtime. Now, I will turn to our full-yearoutlook for 2007. Our current guidance for results from continuing operationsis as follows, we expect revenues to approximate $6.6 billion to $6.7 billion.We expect operating income as a percentage of revenues to approximate 16%. Thisis reduced by just over 0.5% due to the inclusion of AmeriPath, which currentlycarries lower margins than the rest of our business. We continue to expect cash fromoperations to approximately $800 million, and we expect capital expenditures ofbetween $210 million and $220 million. And lastly, we expect dilutedearnings-per-share, adjusted to exclude the $0.04 in first quarter charges, tobe between $2.84 and $2.91, the mid-point unchanged in previous guidance. Please note these estimatesexclude any additional special charges. Before turning you back to Surya, onelast comment on performance. So far this year is best characterized as one ofsignificant progress in the phase of substantial challenges. Despite the loss of a contractwith our largest private payer, intensified pricing pressures, and an increasedcompetitive environment, we've managed to grow our business and return it toits underlying profitability of the prior year. We have renewed or expanded ourrelationships with a number of important health plans for multi-year periods.We developed plans to redesign and streamline our operations for substantialsavings, totaling $500 million over the next two years. With our recent acquisitions, weput in place the major pieces needed to drive future growth. And our focus isnow on integrating and aligning the capabilities we have assembled, as wedelever and reposition our capital structure for the next wave of growth andinvestment. Now, I will turn it back toSurya.

[Surya Mohapatra:]

Thanks Bob. As you have heard, weare making great progress and are well positioned to drive top and bottom linegrowth. While our business has become much more competitive over the last year,diagnostic testing remains and will always represent a vital healthcareservice. Our strategy based on patients, growth and people, positions us wellto continue to drive profitable growth. We put patients first with thehighest standard for quality and superior service. We give patients andphysicians even more reasons to choose Quest Diagnostics, and we continue todifferentiate ourselves competitively. Our Patient Service Centers areelectronically connected to physicians' offices and our labs, and are now connectedto patients through electronic appointment scheduling. More than 10% of allvisits to our Patient Service Centers are now scheduled, and adoption continuesto grow more than 50% in some locations. Additionally, we are piloting aportable electronic patient health record called MyCare360. It enables patientsto avoid the need to fill out forms when they visit our Patient ServiceCenters. Patients can also create, storeand manage their own personal health records. We have introduced a new programcalled Quest Care in two markets to make testing available to the uninsured.This compliments our existing needs best testing assistance program andaddresses the unmet need in the market for access to healthcare services. These actions in power patientsassist physicians and add value to health plans and employers. We alsocontinued to raise the bar for quality and safety through technology and LeanSix Sigma. We recently launched a specimen tracking initiative that enables usto accurately track irreplaceable specimens, such as biopsies, at every stageof their journey to our lab. We have joined the NationalePrescribing Patient Safety Initiative, a coalition of healthcare andtechnology companies working to drive improvements in patient care and safety. Our growth strategies focus onhigh-growth, high-margin production services. We continue to pursue innovativenew tests and technologies that improve quality in patient care. For example,volume for our LEUMETA plasma-based leukemia test more than doubled compared tolast year. The LEUMETA family represents asuite of proprietary tests that one day may replace painful bone marrowbiopsies. We are the leader in cancerdiagnostics. Together with AmeriPath, we are able to offer a unique combinationthat includes routine testing, anatomic pathology, and molecular diagnostics. We are in the process of aligningthe two organizations to accelerate growth. We continue to lead the industry inadvanced healthcare IT solutions. More than 120,000 doctors use our Care360 forlab orders and results. We are beginning to see traction with physicians usingit to write prescriptions, with more than 100,000 scripts written in September. We are also pursuing growthopportunities outside the United States. Around the world, emerging marketsare creating an educated middle class that can afford private healthcareservices. We are building operations in Indiaand we see opportunities in other countries, such as, the UK and Ireland. In summary, we are drivingtopline growth. We continue to improve margins and we are generating strongcash flow. We are empowering patients and doctors, and creating differentiatedservices to own their trust and loyalty. Within the world of healthcare,diagnostic testing is a critical tool that can detect disease early, drivetreatment decisions early, and improve health. The opportunities are enormousand I am excited about our future. We'll now take your questions.Operator?

[Operator:]

Thank you. (Operator Instructions).[Ralph Jacobi] from Credit Suisse. Your line is open.

[Ralph Jacobi:]

Hi, thanks. Can you maybe give usmore details around Aetna? How much of thatbusiness is shifted to you all, and maybe the contribution this quarter versusthe year ago quarter?

[Bob Hagemann:]

Just keep in mind with respect toAetna, we have the lion share of that businessalready. The vast majority of what was available to us, has moved to us at thispoint, but again, we didn't see that as a significant volume opportunitybecause of the fact that we had most of the business already. And as Imentioned in the prepared remarks, the Aetnaincrease contributed about 1% improvement in our volume growth in this quartercompared to the second quarter.

[Ralph Jacobi:]

Okay. And then just looking atorganic growth or actually, I guess I should say, just growth excluding AmeriPathand UNH, it looks like revenue was up around 3.5%, a little below the industryaverage. So, we are just hoping to get some of your comments around that, morethat whether you think that's still a function of UNH distraction or if thereis something else and basically when will we get return?

[Bob Hagemann:]

There is certainly some of that.Yes, we stated in the first quarter and the second quarter, the sales forcehas, for the most part of this year, been focused on business retention asopposed to selling new business. We are starting to shift that over now. And Ithink we are starting to see in the underlying numbers. But it's not somethingthat turns on a dime. But there is no reason for us to believe that we willcontinue to grow organically overtime at/or slightly above the rate of theindustry.

[Ralph Jacobi:]

Great, thanks.

[Operator:]

Our next question comes from AdamFeinstein with Lehman Brothers. Your line is open.

[Adam Feinstein:]

Okay, thank you. Good morning,everyone and great job in turning around the operations here. Maybe just Bob, Ijust want to get you to elaborate, you mentioned that AmeriPath has beingslightly dilutive for the time being. I just want to make sure I heard youcorrectly as you were talking about the bad debt. Were you implying that thebad debt is going to be worse in the fourth quarter? Was there something thisquarter that led to it being lower, so it will be more dilutive later in theyear? Just wanted to make sure I was following your comments before.

[Bob Hagemann:]

Adam, the point that I wasmaking, it's taking us longer to get at the bad debt improvements, than wethought. A number of AmeriPath systems and their processes are not providing usthe information necessary to make some of the plans that we have actionable atthis time. So, it's taking sometime to get those systems and processes inplace. But as you know, this is an area billing bad debt that we have got someparticular expertise in, and we will get out of it. It's just taking us alittle longer. We're not necessarily anticipating that AmeriPath's bad debt isgoing to go up. It is just that we're not getting at the reductions as quicklyas we would like.

[Adam Feinstein:]

Okay. And then just on that topic, maybe you could just talk alittle bit more. I know you have only asset for that long, but I am certainlyjust curious in terms of, you talked about the bad debt, and maybe just talkabout some other aspects of the bad debt business in terms of the integrationprocess.

[Bob Hagemann:]

I mean, first thing I will tellyou is, there is nothing changed regarding our excitement about theopportunity. The acquisitions were invested to accelerate growth for both QuestDiagnostics and AmeriPath. Remember, accelerating growth was the principalrationale for this deal. And for the most part, yeah, it’s a matter of beingvery deliberate as we integrate the businesses. As we told you, we want to makesure that, we keep the brand identify of AmeriPath intact, particularly on thedemand of pathology side, and we've been very deliberate about the integration.But generally there is nothing there that, we just believe, that the outlookfor this business is any different than we thought it was when we acquired it.

[Surya Mohapatra:]

Adam, this is Surya. If youremember, we acquired AmeriPath because of growth. And we are focusing thecompany on more high-margin, high-growth products and services and cancerdiagnostics is an important area and we are really excited about becoming thenumber one in this area and very, very pleased with the reception we've gotfrom AmeriPath doctors and their employees.

[Adam Feinstein:]

All right. And then just a finalquestion here is just on some of the cost cutting. Last quarter, you had saidthat, you've got a $20 million run rate in terms of what you had alreadyimplemented, and then you have touched on $500 million in future periods. I justwant to see if you have any update there, and just any additional thoughts oncost cutting. Thank you.

[Bob Hagemann:]

Nothing specific to add to whatwe've said before. We continue obviously to manage costs pretty aggressively, butat the same time being very focused on maintaining the service levels that wehave got, because we see those services levels as one of the principledifferentiators that we bring to our customers. We've continued to reduce thesize of the work force, most of it through voluntary attritions. And as we look at the $500million in savings that we expect to get over the next several years, certainlya significant piece of that is going to come from reduced people cost. Butagain, we expect that we will get that through normal attrition over the nextseveral years, and we feel good about being able to get it. It's starting toshow up in the numbers, as you can see. And yeah, I think our focus has to beon continuous improvement in both our efficiency, as well as our servicelevels.

[Adam Feinstein:]

Okay. Thank you very much.

[Operator:]

Our next question comes from BillBonello from Wachovia Securities. Your line is open.

[Bill Bonello:]

Yeah. Hey, good morning. Coupleof questions. It looks like if we strip out AmeriPath and United then yourrevenue per requisition was up about 2.5%, being a little better than that andeven after excluding those, is that a pretty reasonable expectation for theunderline increase, going forward? Or are there any price cuts that younegotiated, but that haven’t takeneffect yet, which could potentially bring it down a little bit?

[Bob Hagemann:]

Bill, as you know, we don’tprovide guidance on revenue per requisition growth or volume growth. We try tomanage the business for profitable revenue growth overall. And there will betimes when we can come to agreement on a particular contract and, as such,might walk away with all the impact of volume. But in the end, I think it willhelp our overall profitability in many cases. So, I would rather not start nowgiving guidance on revenue per rack or volume. Rather point you to the factthat we believe organic revenue growth, overtime, will continue to grow at orslightly above the industry rate. And as you know, as we have gone throughthese managed care negotiations, we have had to make some pricing concessionsand hopefully, with much of that behind us now, we will start to see somestability.

[Bill Bonello:]

And that's all I am trying tounderstand is, is this quarter's results pretty representative of whateverpricing concessions you know that you have to make?

[Bob Hagemann:]

Yet again, you are asking me togive you guidance on revenue per rack. I think we are going to continue to seepressure on price as we go forward and frankly that's one of the reasons thatwe embarked on this program, to pull $500 million in costs out of our business,because that's going to allow us to continue to drive towards that 20%operating income that we have spoken about.

[Bill Bonello:]

Okay. That's helpful, and thenjust, I am little confused by the volumes stat you drew out. I just wanted tomake sure I understand what you were getting at, if AmeriPath, if ex ofAmeriPath, your volume was down about 80%, I thought you said that sort of ex United,you were growing volume about 1%. Something is not matching up, are you saying that there was maybe about a2% impact from business that you lost, that you sort of attributed, it wasn'tUnited, but it was sort of attributable to having lost the United contract?

[Surya Mohapatra:]

No, Bill. What I am saying iswhen you strip out acquisitions and then you strip out the impact of United theunderlying year-over-year volume growth that we saw in the third quarter wasabout a point better than we saw in the second quarter.

[Bill Bonello:]

Well, in the second it was apoint better than what you saw in the second quarter, okay but not necessarilypositive?

[Surya Mohapatra:]

Correct.

[Bill Bonello:]

Okay, great. That's very helpful.Thank you.

[Operator:]

Out next question comes from BillQuirk from Piper Jaffray. Your line is open.

[Dave Clair:]

Hey everybody, its Dave Clairhere for Bill. How are you?

[Surya Mohapatra:]

Very good.

[Dave Clair:]

Hey, just a question oncompetitive bidding, with the first competitive bidding demonstration siteannounced, I was hoping if you could give us your initial thoughts on theprocess and any expectations for impact to the San Diego business?

[Laure Park:]

Well, we really [came] here withthe first site out there obviously we are evaluating and looking at the wholeprocess. We still have concerns with the process and we are working through albeit,through the appropriate channels. That being said the addition in the naming ofthe first site doesn't change our belief that competitive bidding is noteverything for the industry and we are continuing to work through ACLA to getthat message out and obviously are hopeful that some of the bills introduced inCongress will have an impact.

[Dave Clair:]

Okay, just on kind of theinternational front, you guys talked about India,and the UK and Ireland are lookingattractive. Are there any additional emerging markets that you guys are lookingat? And just on the Indiafront is, that going to be strictly processing India testing volume or you aregoing to thinking about outsourcing anything from the States?

[Surya Mohapatra:]

Dave, this is Surya. First ofall, we are looking at international very seriously but we are focusing ondeveloping countries rather than developed countries. That means Asia and South America. We have started building our operations inIndia.The middle class population is 300 million people there and there is a lot ofprivate payers. And we are building the business first to address the localmarket, there is tremendous opportunity there, and we will concentrate and putour expertise and the experience to make ourselves a leader there. And afterthat, obviously we are looking at other opportunities. We have some smalloperations in UK and Mexico,and as you know we had some work from the Irish government to reduce ourbacklog. So the international opportunity is really a growth opportunity, andin five to six years you will see a significant traction there.

[Dave Clair:]

Okay. And then just kind of onAmeriPath, going forward, it was a little bit [lighter] than what we arelooking for over here, just your thoughts, and what you expect as kind of alonger-term growth rate for that business?

[Bob Hagemann:]

We haven't given any specificguidance on the growth rate for that business, but the two areas that they arefocused on are dermatopathology, anatomic pathology in general; and specialtytesting. They are two of the fastest growing areas in clinical testing and wedon't see any reason for that to change, certainly demographics are drivingsome of that growth.

[Surya Mohapatra:]

They are growing at 7% which issomething we had in that sector, which is higher than clinical pathology.

[Dave Clair:]

Okay. Thanks guys.

[Operator:]

Next question comes from RobertWilloughby from Banc of America Securities. Sir, you may ask your question.

[Robert Willoughby:]

Just a clarification on that, yousaid it grew 7%, I thought you did have a 10% growth expectation out there forAmeriPath, am I just remembering wrong?

[Bob Hagemann:]

I am not sure we ever put 10%growth expectation out there. I think we have generally said the 17% range orso. And actually, in this quarter, even though we reported 7% when you look atthe business days impact, it's almost right on top of the last quarter growthfor us.

[Robert Willoughby:]

Okay. And just the plans for thecash, I was bit surprised by the share repurchase in the quarter, are we likelyto see more of that or really is the de-leveraging here the priority? And anychange on your view on when acquisitions again are likely?

[Bob Hagemann:]

Well, as I said to you, when we didthe AmeriPath acquisition, we committed to our vendors to improve our creditstats, as part of the penny in the AmeriPath financing. We think that's theprudent thing to do. We want to get back within what I will call the creditparameters that we had previously used. And once we are within thoseparameters, the first objective is to invest our cash into growthopportunities, as we believe that generates sustainable cash flows. And then secondly, when they arenot available at the right price, we will then divert it into sharerepurchases. But right now, and for the time being, you should expect thatshare repurchases are going to be at a much more modest level, until we get thecredit stats back inline with where we were.

[Robert Willoughby:]

And I think Surya had said that18 months was a likely timeframe to be out of the acquisition market is thatcorrect or--?

[Bob Hagemann:]

Well, we are not going to becompletely out of the acquisition market, that's important to understand. In fact, we did a small acquisition thisquarter, which added to our MedPlus operations, an important one with respectto healthcare IT. But we don't expect to be doing large acquisitions over thenext 12 to 18 months or so.

[Surya Mohapatra:]

We still have that calendar,Robert.

[Robert Willoughby:]

Okay. Thank you.

[Operator:]

Our next question comes from ArtHenderson from Jefferies & Company. You may ask your question.

[Art Henderson:]

Hi. Good morning. Kind offollowing up on what Bob was just asking there. Bob, in your guidance, do youhave share buybacks in those numbers and sort of anticipated debt repaymentlevels?

[Bob Hagemann:]

We do, and again, I have notprovided specific guidance for either share repurchases or debt repayment. Thecash that we generate over the course of the year will principally go into debtrepayment, but it will be potentially in modest share repurchases. But we'vehistorically not given specific guidance on share repurchases.

[Art Henderson:]

Okay, that’s fair. And then --

[Bob Hagemann:]

Cash to work.

[Art Henderson:]

Yeah. Understood. Okay, thanks.And then one other question, looking ahead, obviously this last year was a bigcontract renewal year. How much contract renewal activity do you have nextyear?

[Bob Hagemann:]

Well, certainly not nearly asmuch as this year. Almost 60% of our managed care patients which was contractedcoming into the year has been renewed and with the majority of that undermultiyear agreements and in some of those extending until 2010. So 2008, iscertainly not going to be the sort of year that we had here, but keep in mindthat we have probably as much as a third or so of our managed care business,that is, either one-year agreements, or actually not contracted. So we aredealing with that on a regular basis all the time.

[Art Henderson:]

Okay. And then one last question,it appeared, I guess, from the commentary you made earlier that you reallyhaven’t yet started tapping into $500 million of opportunity that’s out therefrom a cost-savings standpoint. Is that a fair assessment, is it something thatwe are going to see more, later on down the road, or where do you stand onthat?

[Bob Hagemann:]

We certainly had started tappinginto it. We've started to deploy some of those actions and, in fact, that'swhat's gotten us to where we are at in terms of the operating marginimprovement that you see in this quarter. But the vast majority in that isstill to come, and we will see a significant piece of it in '08 and anothersignificant chunk in '09. And as we said, we expect that $500 million to be therun rate savings that we generate actually into '09.

[Art Henderson:]

Okay. One last question I'll jumpback in the queue. On AmeriPath, I know you guys have talked about operatingthat business at least for the short-term, somewhat separately from the maincore business. At what point do you start thinking about bringing it in moreformally?

[Surya Mohapatra:]

First of all, that is actually amain business for us. I think when we say that we are going to use itseparately, we wanted to make sure that the service quality and the clientservices and the brand image and all those things remain intact. But they areintegrated in the company as far as finance, legal and compliance, and we arealigning the two sales organizations to accelerate growth. But also AmeriPathhas facilities and we are integrating this facility with Nichols Institute. So,they are an integral part of the company, but we are going to focus more onhospital and esoteric and cancer diagnostics. That’s the reason why we want torun a little bit differently from what we've done in the clinical business.

[Art Henderson:]

Okay, great. Great work. Nicequarter.

[Surya Mohapatra:]

Thank you.

[Operator:]

Our next question comes from KempDolliver from Cowen & Company. Your line is open.

[Kemp Dolliver:]

Hi, thanks, and good morning.With AmeriPath, over what timeframe do you think you will be in the position tostart driving the accelerated sales growth that you are looking for?

[Bob Hagemann:]

We have just started integratingthe organization and the first one we are doing is at the facility in NicholsInstitute. And we will, probably in the next couple of quarters, will see moreand more of that integration to strengthen our product offering. So this is notactually a synergy story, but this is actually how do you really grow. How doyou keep our 400 pathologists from AmeriPath, and another 400 pathologists fromQuest Diagnostics, busy and engaged with the patients?

[Kemp Dolliver:]

Great. Thank you

[Operator:]

Our next question comes fromAndreas Dirnagl from JP Morgan. Your line is open.

[Andreas Dirnagl:]

Yeah. Good morning. Most of myquestions have been answered, but Surya, I was wondering, maybe just a littlebit more color on India.I guess you are about six months away from completing construction. I justwanted to see what you are expectations were there. And then also, maybe just some thoughts aboutwhat appears to be kind of a "do it alone" strategy, as opposed to bemaybe joint venturing or even buying a local operator?

[Surya Mohapatra:]

Okay. Good question, Andreas.First of all, I've always said there are 300 million middle class in Indiaand frankly, there is so much discretionary expenses that they can provide forhealthcare services. But the issue in India is who can bring high qualitytest technology which is not available and create a diagnostic service whichpeople can trust. And that's the reason why we have decided to do it alonerather than buying any local businesses, because our business model is going tobe different from other business models. Apart from just doing the routinetesting, we'll be doing esoteric testing. We will have a test menu for clinicaltrials, so this is going to be a full-fledge laboratory to provide services todifferent segments of customers. Now as far as acquisition and JV,as we establish ourselves and create the value system, then we will see what isavailable. But we want to establish a completely new diagnostic testing servicewhich will bring trust, transparency and technology to the Indian healthcaresystem.

[Andreas Dirnagl:]

Great. And just to confirm, itwill be about six months until you are up and running there.

[Surya Mohapatra:]

That’s our target.

[Andreas Dirnagl:]

Okay. Great. Thank you very much.

[Surya Mohapatra:]

Thank you.

[Operator:]

Our next question comes from RickyGoldwasser with UBS. Your line is open.

[Ricky Goldwasser:]

Thank you. Good morning. Just acouple of follow-up questions. First of all, on the AmeriPath bad debt, I thinkyou said that the synergy opportunity is unchanged. Can you just quantify forus are you looking to get the AmeriPath bad debt levels down to Queststandalone levels, or what number are you looking for? And then secondly, follow up onthe managed care contracts, and as you said that 60% of managed care businessis renewed in the third of demand care business, is that in annual renewals oris non-contracted. And while I anticipate your answer that you don’t talk aboutspecific contracts, without getting into details, just for us to understand, isthe managed in the outstanding bucket in the third or should we factor it inthe 60% of increasing renewals?

[Bob Hagemann:]

Okay. Let me start with AmeriPathand the opportunity that we have identified there is to reduce their bad debt.Although, we don’t expect that we will be able to get it to the level of QuestDiagnostics, simply because of their business mix, the fact that they do a lotof in-patient hospital work, and there is some indigent work in there. So, itwill always be somewhat higher than we have, as a result of that. But on therest of the business, there is no reason that we can't get it down to thelevels of Quest Diagnostics. And as we bring our processes there and as wedeploy the new systems that they are rolling out, we see opportunity to get atthat. We haven't given specific guidance on what that bad debt number would be,because we haven't given any specific guidance on cost synergies there. Butjust remember, cost synergies were not the principal driver behind thisacquisition. It's the opportunity to accelerate growth over the long-term.

[Ricky Goldwasser:]

Now Bob, just as a follow up onthe bad debt, have you seen any negative impact from the bad debt side that isrelated to United?

[Bob Hagemann:]

We saw in the first quarter. Wesaw some. And we have quantified that for you. But since then, I would say thatUnited has not had a significant impact on our bad debt. They have beenreimbursing us pretty timely and appropriately for the work that we have beenperforming. And with respect to managed care contracts in Humana, Ricky, youhave guessed right. Your intuition is very good. We don't comment on specificcontracts, but we expect that we will continue to be a contracted provider toHumana, but that is still being worked out.

[Ricky Goldwasser:]

Okay. Thank you.

[Operator:]

Our next question comes from TomGallucci. Your line is open from Merrill Lynch.

[Tom Gallucci:]

Thank you. Good morning,everybody. Just a couple of follow ups as well. Bob, you were talking beforeabout seeing new organic revenue growth similar or better than the industry.Where would you pick industry revenue growth out of at this point?

[Bob Hagemann:]

Pull it around 5% or so, overall.

[Tom Gallucci:]

Okay. And then also on use ofcash, you said you wanted to sort of get back to the credit parameters that youused to talked about. Can you just maybe make sure that we are clear on sort ofwhat your goal is there, in terms of the specific parameter?

[Bob Hagemann:]

What I would tell you isgenerally, we really don’t want to amount debt to EBITDA to be much over two ina quarter times for an extended period. And that's what we are targeting to getback. Certainly, if I look at it from a balance sheet perspective, when I lookat debt to total capital, we'll be back there sooner, the upper end to thatrange was around 50% and move back within that sooner, but the debt to EBITDAnumbers could take us a little longer to get back to.

[Tom Gallucci:]

Okay. And then you also talkedabout the cost cutting in, sort of voluntary attrition. What areas really, Iguess when you think about efficiency and reducing the work force, what areashave the bulk of the cuts been made or do you anticipate making just so we canget a better understanding of really what's changing internally at Quest?

[Bob Hagemann:]

That will certainly hit themajority of the costs that have come out from our laboratories and theinfrastructure that supports those labs, the logistics, et cetera. We've reallynot done anything in terms of reducing PSCs and in fact we've added PSCs overthe course of the year to expand our access there. And as time goes by what wewill continue to do is streamline the way we operate the existing labs and thepatient service centers. We've mentioned Lean in the past.We are deploying Lean principles in a number of our laboratories, which help usto make better use of our existing capacity, and I think I previously mentionedthat we don't expect to have significant facility closures as a result of this.We believe that the redesign that we are doing will allow us to make better useof our existing capacity. Then on top of that there areareas like purchasing, billing, logistics are the administrative activitiesthat we've looked at, and we're taking action there as well.

[Surya Mohapatra:]

Let me make in the comment on, asI said, we started the year with a lot of uncertainty, with the health plan butmore on [centers new laws], can we really take costs out, can we grow, and thecost reductions related to the United volume has gone very well, and we areback to the margin as we had with the contract. But also, I wanted to reallyemphasize although people are talking about cost cutting, the $500 million isactually the deliberate process to take work out and redesign our laboratories,so that amount is gone for good. So that includes the use of Six Sigma, LeanSix Sigma and technology and it is going to take a couple of years. But oncewe've done that, we will have a different type of operational organization thanwhat we had before. But in any case we are not going to do anything that'sgoing to change our risk level and our value proposition for patients and thephysicians.

[Tom Gallucci:]

Okay, thank you. And then I hadjust one another one, I know again not talking a lot about the specificcontracts, but I think you did expand your relationship in Ohio with MedicalMutual. I was just trying to gauge, how should we think about that? What thatcan contribute to growth sort of in the coming quarters or year?

[Surya Mahapatra:]

Well, certainly it is animportant relationship, but I would tell you that it's not going to besignificant, in that, you'll see a material change in our numbers as a resultof it. It's important to get access there, but it's a relatively smallopportunity, relative to some of the others.

[Tom Gallucci:]

Even relative to some of theincremental and the business, which you already had the lion's share, but thatdid seem to make a difference on volume?

[Surya Mahapatra:]

Yeah, I would say so.

[Tom Gallucci:]

Okay, thank you.

[Operator:]

Before we go to our next question(Operator Instructions). Our next question comes from Bill Bonello fromWachovia Securities.

[Bill Bonello:]

Just a follow-up. Can you tell uswhether HemoCue and Focus are contributing positively to earnings at thispoint?

[Bob Hagemann:]

It is very modest Bill. It'sneither accretive nor dilutive at this point. I think with both HemoCue and Focuswe expect that overtime we'll see increased contributions there, but they arereally not big enough to have a significant impact either way right now.

[Bill Bonello:]

Okay, and do you anticipate thatat some point in time that they could have a significant contribution?

[Bob Hagemann:]

We certainly expect that we'llsee accelerated growth on the HemoCue side. Point of care, we believe is goingto be a big growth opportunity for us, and that carries higher margins in therest of the business, so I expect that it will be accretive and certainly Focushas products as well, which is going to drive growth. But in terms ofsignificant, I don't necessarily see those two businesses as drivingsignificant accretion. But over time, I think you'll see that in our point ofcare business, as it continues to grow and as we look at other opportunitiesthere beyond, Focus and HemoCue could contribute significant growth toearnings.

[Surya Mahapatra:]

Right and when we bought HemoCue,we said that we are creating the platform HemoCue, Enterix and FocusDiagnostics to create and make available products which will be used in thedoctor's office, in the hospital and at the patient bedside, and that remainsas a platform. And as we move forward, we will add some other products to thatparticular platform, which will be a significant platform for us in comingyears.

[Bill Bonello:]

Okay. That's helpful. Thank you.

[Surya Mohapatra:]

Thank you.

[Operator:]

(Operator Instructions). Pleasehold a moment for any further questions. At this time, we have no furtherquestions. Thank you for participating inthe Quest Diagnostics third quarter conference call. A transcript of preparedremarks on this call will be posted later today on Quest Diagnostics' websiteat www.questdiagnostics.com. The replay of the call will be available forinvestors from 10