Quest Diagnostics 2013 Annual Report Download - page 108

Download and view the complete annual report

Please find page 108 of the 2013 Quest Diagnostics annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 131

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131

F- 36
authorization has no set expiration or termination date. At December 31, 2013, $828 million remained available under the
Company’s share repurchase authorization.
In January 2012, the Company’s Board of Directors authorized the Company to repurchase an additional $1 billion of
the Company’s common stock, increasing the total available authorization at that time to $1.1 billion.
Share Repurchases
On April 19, 2013, the Company entered into an accelerated share repurchase agreement ("ASR") with a financial
institution to repurchase $450 million of the Company’s common stock as part of the Company’s Common Stock repurchase
program. The ASR was structured as a combination of two transactions: (1) a treasury stock repurchase and (2) a forward
contract which permitted the Company to purchase shares immediately with the final purchase price of those shares determined
by the volume weighted average price of the Company's common stock during the purchase period, less a fixed discount.
Under the ASR, the Company paid $450 million to the financial institution and received 7.6 million shares of common stock,
resulting in a final price per share of $59.46. The Company initially received 7.2 million shares of its common stock during the
second quarter of 2013 and received an additional 0.4 million shares upon completion of the ASR during the third quarter of
2013. As of June 30, 2013, the Company recorded this transaction as an increase to treasury stock of $405 million, and
recorded the remaining $45 million as a decrease to additional paid-in capital in the Company's consolidated balance sheets.
Upon completion of the ASR in the third quarter of 2013, the Company reclassified the $45 million to treasury stock from
additional paid-in capital on the consolidated balance sheets.
On September 4, 2013, the Company entered into an ASR with a financial institution to repurchase $350 million of the
Company’s common stock as part of the Company’s Common Stock repurchase program. The ASR was structured as a
combination of two transactions: (1) a treasury stock repurchase and (2) a forward contract which permitted the Company to
purchase shares immediately with the final purchase price of those shares determined by the volume weighted average price of
the Company's common stock during the purchase period, less a fixed discount. Under the ASR, the Company paid $350
million to the financial institution and received 5.8 million shares of common stock, resulting in a final price per share of
$60.73. The Company initially received 4.7 million shares of its common stock during the third quarter of 2013 and received
an additional 1.1 million shares upon completion of the ASR during the fourth quarter of 2013. As of September 30, 2013, the
Company recorded this transaction as an increase to treasury stock of $280 million, and recorded the remaining $70 million as a
decrease to additional paid-in capital in the Company's consolidated balance sheets. Upon completion of the ASR in the fourth
quarter of 2013, the Company reclassified the $70 million to treasury stock from additional paid-in capital on the consolidated
balance sheets.
In addition to the ASRs previously discussed, the Company repurchased shares of its common stock on the open
market. For the year ended December 31, 2013, the Company repurchased an additional 4.1 million shares of its common stock
at an average price of $57.63 per share for a total of $237 million.
For the year ended December 31, 2012, the Company repurchased 3.4 million shares of its common stock at an
average price of $58.31 per share for a total of $200 million.
For the year ended December 31, 2011, the Company repurchased 17.3 million shares of its common stock at an
average price of $54.05 per share for $935 million, including 15.4 million shares purchased in the first quarter from SB
Holdings Capitial Inc., a wholly-owned subsidiary of GlaxoSmithKline plc., at an average price of $54.30 per share for a total
of $835 million.
For the years ended December 31, 2013, 2012 and 2011 the Company reissued 3 million shares, 4 million shares and 4
million shares, respectively, for employee benefit plans.
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(in millions unless otherwise indicated)