Labcorp Holdings Inc (LH) 2013 Q3 法說會逐字稿

Good day ladies and gentlemen, and welcome to the Q3 2013 Laboratory Corporation of America Holdings earnings conference call. My name is Clinton, and I'll be your operator for today.

(Operator Instructions)

As a reminder, this call is being recorded for replay purposes. I'd now like to hand the call over to David King, Chairman and Chief Executive Officer. Please proceed, sir.

Thank you Clinton.

Good morning and welcome to LabCorp's third-quarter 2013 conference call. Joining me today from LabCorp are Brad Hayes, Executive Vice President and Chief Financial Officer; Ed Dodson, Senior Vice President and Chief Accounting Officer; Adam Feinstein, Senior Vice President, Corporate Development and Strategy; and Steve Anderson, Vice President, Investor Relations. This morning we will discuss our third-quarter 2013 financial results, update our 2013 guidance, discuss the payment landscape, highlight our progress on our five-pillar strategy, and provide answers to several frequently asked questions.

I would now like to turn the call over to Steve Anderson who has a few comments before we begin.

Before we get started, I would like to point out that there will be a replay of this conference call available via the telephone and Internet. Please refer to today's press release for replay information. This morning the Company filed a form 8K that included additional information on our business and operations. This information is also available on our website. Analysts and investors are directed to this 8K and our website to review this supplemental information. Additionally, we refer you to today's press release, which is available on our website, for a reconciliation of non-GAAP financial measures discussed during today's call to GAAP. These non-GAAP measures include adjusted EPS excluding amortization, free cash flow, and adjusted operating income.

I would also like to point out that we are making forward-looking statements during this conference call. These forward-looking statements include, among others, statements about our expected financial results, the implementation of our business strategy, and the ongoing benefits from acquisitions. These statements are based upon current expectations and are subject to change, based upon various factors that could affect the Company's financial results. Some of these factors are set forth in detail in our 2012 10-K and subsequent filings. The Company has no obligation to provide any updates to these forward-looking statements, even if our expectations change.

Now, Brad Hayes will review our financial results.

Thank you, Steve.

On today's call I will review four key measures of our financial performance -- cash flow, revenue growth, margin, and liquidity. I'll also update our 2013 guidance. First, cash flow. Our cash flow continues to be solid, although year to date, it continued to be impacted by delays in payment and denials of coverage for existing tests by some payers after implementation of recently adopted molecular pathology codes. Free cash flow for the trailing 12 months ended September 30, 2013 were $620.2 million.

DSO at the end of September was 50 days, which was flat sequentially, and remains elevated due to our experience with the molecular pathology codes to which I just referred, the increased utilization by uninsured patients, and increased patient billing due to plan design changes. During the quarter our bad debt remained 4.3%.

Second, revenue growth. Revenue increased 3% year over year in the third quarter. During the quarter, total Company volume increased 5.1%. Organic volume increased approximately 2% year over year, primarily from our toxicology business. Revenue per requisition decreased 1.9% year over year. Revenue per requisition decreased year over year due largely to previously discussed government payment reductions, payment issues related to molecular pathology codes, and strong growth in our toxicology business.

Third, margin. For the third quarter our adjusted operating income margin was 17% compared to 18.2% in the third quarter 2012. Margins were negatively affected by Medicare payment reductions, delays and denials of coverage by some payers after the implementation of recently adopted molecular pathology codes, and the implementation of sequestration on April 1.

Fourth, liquidity. We remain well capitalized. At the end of September we had cash of $174.1 million and $372 million of borrowings outstanding under our $1 billion credit facility. During the third quarter we repurchased $288 million of stock, representing 2.9 million shares. During the first nine months of 2013, the Company repurchased $763.9 million of stock, representing 7.9 million shares. At the end of September, $304 million of repurchased authorization remained under our share repurchase program.

Our share repurchase activity during the third quarter reflects our continued disciplined capital allocation program and commitment to return capital to our shareholders. This morning we announced that LabCorp's Board of Directors authorized an additional $1 billion share repurchase program.

This morning we updated our 2013 financial guidance. We expect revenue growth of approximately 3%. Adjusted EPS, excluding amortization, of $6.95 to $7.05. Operating cash flow of approximately $825 million to 850 million, and capital expenditures of approximately $210 million. The guidance includes the negative impact of approximately $0.35 due to Medicare payment reductions. In addition, the guidance includes the negative impact of molecular pathology payment issues, which is not included in the $0.35 that I just mentioned.

The guidance excludes the impact of any share repurchase activity after September 30, 2013. The Company's capital expenditure guidance is higher than historical levels due to near term investments in facility consolidation and a replacement of a major testing platform.

I'll now turn the call over to Dave.

Thank you, Brad.

We are very pleased with over third quarter results. During the quarter we grew revenue 3%. We grew volume 5.1% and organic volume by approximately 2%, a notable achievement in this environment. We continue to execute well on our key growth initiatives. We maintained pricing discipline, and this morning we announced that LabCorp's Board of Directors authorized an additional $1 billion share repurchase program. This authorization clearly demonstrates our commitment to our stated capital allocation objectives, and to continuing to return more capital to our shareholders.

I would now like to provide an update on our payment landscape. We continue to maintain our disciplined approach to managed care pricing. Our payment experience with respect to the recently implemented molecular pathology codes is improved, but remains challenging. As we noted last quarter, we are experiencing delays in the pricing and coverage decisions related to these codes among various payers, including Medicaid, Medicare, Tricare, and commercial carriers.

These coverage decisions are contrary to long-established standards of care and will ultimately be harmful to patients. We continue to work diligently with payers to address these payment issues, and ACLA and our industry colleagues are fully engaged. These delays and denials of coverage had a negative impact on revenue, price, operating income, adjusted EPS excluding amortization, and cash flow during the first nine months of 2013, and this is Incorporated in our 2013 guidance.

Once again the industry is being harmed, and the harm is not only to LabCorp, but also to hospital labs, academic labs, and other independent labs. Our industry cannot and should not be expected to provide critical services to patients without receiving payment.

I would now like to update our progress on each aspect of our five-pillar strategy. The first pillar of our strategy is that we deploy capital to investments that enhance our business and return capital to shareholders. We repurchased $288 million of our stock during the quarter, representing 2.9 million shares. This brings our total repurchase activity for 2013 to approximately $764 million, representing 7.9 million shares.

Our share repurchase to date brings us closer to our target leverage ratio of 2.5 times net debt-to-EBITDA. In addition, the acquisition pipeline remains attractive. We remain focused on finding the best strategic fits for our business while maintaining a disciplined approach to valuation. We believe that acquisitions will be in increasingly attractive way to expand our test menu and geographic footprint for the next several years.

The second pillar of our strategy is to enhance our IT capabilities to improve the physician and patient experience. We are pleased to announce that Baroma Incorporated, the parent company to the first accountable care organization to participate in the Medicare shared savings program in Miami Dade County, Florida has adopted LabCorp's Beacon analytics platform. After reviewing multiple software products, Baroma chose our Beacon analytics platform to help them unify the multiple components of population health management.

Baroma will use the scalability and connectivity of LabCorp's analytic solutions to provide primary care physicians with complete access to their patients' healthcare picture. Beacon analytics solutions will aid Baroma and other providers in reducing expenses, improving outcomes, and enhancing patient satisfaction.

We continue to help customers analyze their population health and clinical practice data with new tools for hospitals, physician practices, and ACOs, supplemented with insights derived from our extensive patient database through our Beacon analytics platform. This platform includes more than 600 clinical quality measures covering MSSP and physician-quality reporting system requirements.

We also continue to improve our tools that assist physicians and patients in better understanding test results and optimizing their decision-making. Patient registrations on our portal continue to grow. Looking ahead, we are expanding the conditions covered by comprehensive clinical reports that integrate and track test results for at-risk patients. Consistent with our knowledge strategy, we are providing healthcare stakeholders knowledge products that optimize decision-making, improve health outcomes, and reduce treatment costs.

The third pillar of our strategy is to continue to improve efficiency to offer the most compelling value in laboratory services. Our initial installation of our Propel robot in our Burlington campus is now complete. Propel represents a significant investment in innovation that will decrease our labor expense, increase throughput and accuracy, and enhance specimen management and quality metrics in the lab.

Construction on our new Phoenix campus is complete. We began consolidation activity and testing activities at this campus in late September, and we will continue consolidating additional labs into this facility through the remainder of the year. We have also commenced the installation of our new automated chemistry platform. The first wave of this enterprise-wide install has been completed in our Burlington and San Diego labs. Our Raritan lab will begin conversion later this fall. These instruments enabled by advanced software systems will increase testing throughput and reduce labor and supply expenses.

The fourth pillar of our strategy is to continue scientific innovation at reasonable and appropriate pricing. We introduce new tests and collaborate with leading companies and academic institutions to provide our physicians and patients with the most scientifically advanced testing in our industry.

As we stated last quarter, we will enter the bracket testing market, and we are laying the groundwork and building the database to support the launch of this test during the fourth quarter. Our bracket test and the genetic counseling services accompanying it will be powerful tools for the assessment of breast cancer risk. With 150 genetic counselors on staff, LabCorp has by far the world's largest community of skilled professionals trained to analyze, assess, and interpret genetic test results and communicate them in a meaningful way to physicians and patients.

In addition to our next generation sequencing offerings for familial cardiac diseases and the preclinical and clinical development of new HIV and HCV antiviral drugs, we are pleased to announce that we will offer our first multi-gene oncology panel on the NGS platform later this year. The panel improves the sensitivity and detection rates for somatic mutations in cancer, assessing more than 2700 mutations within 50 aqua genes and tumor suppressor genes. The panel has utility mainly in patients with solid tumors, but includes some specific applications in leukemia and lymphoma, which can help guide physicians in their treatment decisions for these cancers.

Over the next several quarters we will offer more comprehensive oncology panels that include additional content covering liquid tumors, gene rearrangements, and prognostic and predictive markers. We will also offer additional targeted test such as a test for Lynch syndrome, which is an inherited genetic condition associated with increased risk of colorectal cancer.

Important components to our NGS oncology offerings are two companion diagnostic test associated with new cancer drugs. We recently lost the cobas EGFR mutation test, a real-time PCR assay designed to detect deletion mutations in Exon 19 and the substitution mutation LA 58R in Exon 21. The cobas EGFR mutation test is used as a companion diagnostic for Tarceva, and the targeted population is likely to experience clinical benefits compared to patients treated with chemotherapy.

In addition, we recently launched the Therascreen KRAS test, which is the only FDA-approved companion diagnostic for use with ERBITUX in patients with KRAS mutation-negative wild-type epidermal growth factor receptor expressing metastatic colorectal cancer. Therascreen KRAS detects the seven KRAS mutations that have proven critical applications.

The fifth pillar of our strategy is to integrate our offerings into emerging healthcare delivery models. Our strategy to become a knowledge partner has spurred our development of new products and capabilities. We are very pleased to announce that BeaconLBS recently signed an agreement with UnitedHealthcare to implement its products in Florida. We anticipate implementation in the latter half of 2014, and we are excited about the benefits to patients, physicians, and employer groups. We look forward to updating you on this important initiative over the next several quarters.

In the era of healthcare reform the critical components of success will be quality, cost, and a central role in improving patient outcomes. LabCorp is uniquely positioned to achieve these goals in the years to come.

Now, Steve Anderson will review anticipated questions and our specific answers to those questions.

Thank you, Dave.

Can you elaborate on LabCorp's capital allocation policy? As we have stated throughout 2013, we are committed to achieving a 2.5 times net debt-to-EBITDA ratio. We have taken steps towards this goal over the last two quarters. Based on our capital allocation history, we target half of our free cash flow for acquisitions and half for share repurchase. In the absence of a large acquisition over the next year, we would anticipate using additional leverage to repurchase shares.

We have a strong history of returning capital to our shareholders. Over the last decade, we have repurchased $5.3 billion of our stock, representing 79.7 million shares at a price of approximately $67.

Why are capital expenditures expected to be so high in 2013? We typically spend approximately 3% of revenue on capital expenditures. Our capital expenditure increase in 2013 is driven by near-term investments in facility consolidation and replacement of a major testing platform.

What is included in, and excluded from, your 2013 guidance? Our 2013 guidance includes the negative impact of approximately $0.35 a due to Medicare payment reductions. In addition, our guidance includes the negative impact of molecular pathology payment issues, which is not included in the $0.35 that I just mentioned. And our guidance excludes the impact of any share repurchase activity after September 30, 2013.

Can you remind us of how drugs-of-abuse volume trended during the year? In the third quarter, our drug-of-abuse volume increased approximately 14% year over year, excluding the impact of the MEDTOX acquisition. This compares to a year over year increase of 10.6% in Q2 of 2013, 10.2% in Q1 of 2013, and 6.8% in Q4 of 2012. We also delivered strong year-over-year growth this quarter in our wellness and pain management businesses, which fall within our occupational testing services operations. We believe that wellness and pain management testing will provide a great growth opportunity for LabCorp over the next several years.

Now I'd like to turn the call back over to Dave.

Thank you, Steve. Thank you very much for listening. We are now ready to take your questions.

( Operator Instructions )

Gary Lieberman, Wells Fargo.

Your molecular pathology payment issues.

Gary, sorry. The only thing we heard in your question was molecular pathology payment issues. Can you state it again, please?

Sorry. I was wondering if you can quantify what the negative impact is from it for the year?

No, we have not quantified it specifically, in large part because our hope is we will see continued improvement. I am just not prepared to do that right now.

Okay, but conceivably if the issues get worked out, are you optimistic that you could recoup the payments that you have not received, or you think it would only be fixed going forward?

I think we feel that if the issues are worked out, we have the opportunity to recoup the payments that have been delayed.

Are you optimistic that happens before the end of the year, or do think it takes longer than that?

I think some of that will be resolved by the end of the year and some of it will go over into next year. There are multiple payers, multiple issues. It is a complex discussion. We've had a terrific team working on it from our side and we have had great collaboration in terms of the payers being willing to listen to us and try to work with us, but I do not think it is realistic to think we will get it all resolved in the next couple of months.

Then on the volume experience, it seems like your experience is somewhat more positive than your largest competitor. Do think you guys are taking share or what, if anything, do you think you can attribute that to?

I'm not going to speculate on things like taking share. I am going to tell you that I think our volume experience is based on exceptional operational focus and execution. We have a terrific team of senior leaders in this Company, starting from the men and women who run the operating divisions, going down through the sales leadership, going down to the sales force feet on the street. We have been talking to them throughout 2013 about the importance of growth. What you are seeing is just excellent execution, excellent blocking and tackling on a day-to-day basis in every aspect of our business, and that is where the volume is coming from.

Maybe if I ask another way. Do you feel like you guys are growing faster than the overall market, or is the growth accelerated from last year? How do you feel about that?

I think the utilization environment has improved. I think some of the initiatives that we put in place, particularly around things like our wellness testing, are bearing fruit. And again, I think we are focusing on the growth opportunities, and with everybody's shoulder to the wheel on the operational team, we are performing very well.

Hima Inguva, Bank of America.

Would like to know your thoughts on consolidation within the lab space. Your main competitor has been reporting soft quarters past few quarters. So would like to know if you would be open to a large transformation acquisition if the right strategic target comes along?

I think we are always open to acquisitions, and acquisitions have historically been an important part of the first pillar of our strategy, based both on the ability to expand our test menu and on the ability to expand our footprint. We are open to the opportunity to make any acquisition that will benefit our long-term strategy. The key factors are, is the asset attractive? Is it strategic for us? Is the valuation appropriate? Within those parameters, we would consider whatever came along that would be interesting to us.

As a follow-up, do have any target range in terms of size and your commitment to investment grade ratings?

Targeted range in terms of the size, as we have historically mentioned, we think about in a typical year, or I should say in kind of a -- over a typical period of years that half of our free cash flow goes to acquisitions and half of it goes to share repurchase. Obviously we have done some sizable transactions in the past. We are proud of, and our investment grade credit rating, we think it remains important in this environment, and it is always something that we take into consideration when we think about transactions.

Bill Bonello, Craig Hallum.

Just a couple of questions. Brad, are you going to buy a baseball team?

(Laughter). Good question, Bill. Probably not. I might work in the stands there.

Got it. I think that would be fitting. Couple of other questions. Just a follow-up on the molecular coding question. I just want to make sure I understand the accounting there. I know you got into this a little bit last quarter, I think it was, but am I right that for at least some of these denials or delays, you are not recording the revenue? So you are performing the test, you're not recording the revenue? You're incurring the expense, so that if you did eventually get paid, that would just sort of flow through to pretax, or is that a misunderstanding?

Bill, this is Brad. That is a correct understanding. Given the situation and the uncertainty, we have recorded reserves against that revenue based on what we think we're ultimately going to collect, but a lot of that has a pessimistic view on it, given what we have heard recently. But, we continue to work with payers, as Dave said, in a very focused way and it is payer by payer to get a more favorable outcome of the initial reactions. I would say that generally speaking, and again it is different for every payer, but generally speaking the updates that I get on a very regular basis suggest that a number of payers are still being educated on exactly what the change was. Even though we are in October of this year, we are still spending a lot of time educating payers on what happened, what was it like last year, what is it like this year, and are working to have that turn in our favor.

Okay, great. Then, Dave, just wondering if you could add a little bit more color on the Baroma UNH relationships, maybe give us some sense of how that economic model works, and whether there is any kind of network component to what you are doing with either of those organizations?

Bill, with Baroma, it is the parent company of Medicare shared savings ACO. There is an economic component. I'm not prepared to discuss it separately, but I think it is a economic component that will be rewarding, both for us and for Baroma. With BeaconLBS, again as we said, BeaconLBS signed the contracts with United. Implementation will be in 2014, and we will give updates as we get closer to the implementation date in terms of what that entails and what it means, but again, we see the opportunity to benefit physicians, patients, and employer groups in the administration of lab services in that market.

Should we, it sounds like you do not want to say maybe yet, or do not know, but it could potentially just be the analytical support piece and not some kind of preferred lab network, or just trying to think how we would take about that.

Let's say that I prefer not to say.

That is reasonable, and that is the only other question I have. Brad, we will not say goodbye yet because we assume you will be on a future call, still.

Lisa Gill, JPMorgan.

Dave, you mentioned that you would bring the bracket test to launch in the fourth quarter. Could you maybe just talk about what your expectations would be as far as garnering marketing share around that test as we move through 2014?

It's a big day for questions about market share, isn't it Lisa? (Laughter). We have some assessment of what we think the market is and what we think the opportunity is, and I don't think it benefits anybody to -- well, I don't think it benefits us to go into a lot of detail about that. Let me just say that I think there is a desire in the market for alternatives. We are very focused on not only the validation of this test, but particularly the ability to call the variance of unknown significance. The genetic counselors provide us with, I think, a substantial differentiation in the marketplace, and we have not only the largest, but I think the best terrific team of genetic counselors to support our reproductive genetics work. Think there will be the opportunity to make a substantial impact in that market, and we look forward to the launch of the test when we are satisfied that we are ready.

My second question would be around the Affordable Care Act and moving into 2014, especially on the exchange side. Clearly you have a very large partner in United, but my question is around one, are there separate contracts for the exchanges? And then secondly, are you seeing narrow networks around the exchanges, and would you expect that you will see an increase in volume based on who your partners are in the market?

So far I do not think we are being asked to contract separately for the exchanges. There has been a lot of talk about the narrowing of networks, but I think this is very much a work in process, and I think 2014 will be the year of learning for all of us about the exchanges. I was certainly reviewing some of the exchange literature recently. For example, some of the bronze plans have no out-of-network benefit except for emergency room services. The silver and gold plans have higher benefits, which suggest broader networks. I really think this is going to be a learning experience for us and for everybody else during 2014, and I think it'd be very hard to talk specifically about expectations. We are committed through our partners to serving the exchanges, and look at that in the long term certainly as an opportunity for further growth.

Are you still positive, Dave, on the long term opportunities around ACA?

Absolutely. We are going to have more patients who have coverage, we're going to have fewer uninsured, and we think at LabCorp about driving innovation across scale, driving opportunity across scale, and driving growth across scale. More people with insurance coverage gives us more opportunity to grow.

Ricky Goldwasser, Morgan Stanley.

One follow-up on the molecular diagnostic issues. Set aside the delay in payment. When you (inaudible) forward-looking into 2014, are you now rebased with payers, commercial payers as well, where is in the future you are just not going to run these additional tests? I'm just trying to understand what it means, just for the opportunity longer term.

Ricky, it's Dave. I think it is too early to talk about how we would address the problem if we ended up being told, you are not going to get paid for this, because I am not prepared to concede at this point that we are not going to get paid. As I said on the last quarter call and repeated on this call, I would hate to see patients deprived of needed services based on payment policies that are contrary to standards of care and contrary to historical payment policies, and I would hate to see labs put in the position of having to decide whether to perform those services or not. But to go back to Bill's question, we perform the test, we incur the expense, we realize no revenue. That puts us in a difficult situation as well. It is too early to say definitively how we would address that, but I will say, think it is very important for payers to realize the implications of these decisions and to reconsider whether this is really the outcome that they want for their patients.

Then with the first two weeks, [kind of talk of about the budget] shutdown, the clinical lab fee schedule has been on hold. Do you have any updates on when we should expect it to be out?

I do not, and I don't know whether there will be any delay as a result of the government shutdown.

Kevin Ellich, Piper Jaffray.

Dave, I guess first off, could you talk about Canada? What opportunities you see on the horizon? Specifically I saw something in the news about Alberta's health services is planning to maybe privatize its whole lab business, and that could be -- it looks like it could be very significant, maybe worth $3 billion over 15 years. Is that something you guys have seen yet?

Kevin, this is Brad. Obviously we have followed that situation closely. We are partners in the private lab that is already in Alberta that has part of that work today. There is an opportunity for that work to grow based on that proposal that is out there.

When you see the private lab, you are talking about DynaLIFE, Brad? Is that right?

Yes.

That is not the majority owned, is that correct?

That is correct. Around 44% or so LabCorp owned.

Got it. Then since I have you, Brad, just wondering, the toxicology business is obviously growing pretty nicely with wellness and pain management as well. Just wondering, that is lower priced business, right?

Yes.

If we backed out that growth, wondering what your rev per req growth would look like? Instead of down 1.9%, would it have been down maybe 1%? Have you done that math?

Yes, we are not sharing exactly those specifics, but it is obviously one of the categories. The government reductions are probably one significant component, the mot path issues that we talk about, and then the third is the one you mentioned, that is the growth of business that is roughly half of the average price business. So it's obviously a large moving part.

Understood. Dave, just kind of conceptually big picture. I know you believe that the industry will eventually get back to the 4% to 6% organic growth. Just wondering, what are your latest thoughts on how far out that could be, or how close we could be to getting back to that type of organic growth?

I think I have said 4% to 6% top line growth. So some of that is revenue, some of that is organic volume, some of that potentially is acquisition volume, Kevin. My answer is, we had a nice quarter from a revenue and a volume perspective here. We had the pricing issues that I think everybody pretty much knew about, but it does give me greater optimism that we are returning to a time in which we will see better top line industry growth.

Now, as I said before, I think 2014 is going to be a learning year for everybody because of the implementation of the ACA, the exchanges, the challenges that people have experienced so far in signing up for the public exchanges. I think it is going to be wait and see for 2014, but I think we are going to see continued improvement in trends, and that the center point is, lab services are vital to the healthcare system. They are a fraction of the cost at 2%. The lab values are 50% of the data elements in patients' electronic health records, and our industry is going to continue to be a vital contributor to the improvement of healthcare in the US, and that to me implies that we will see top line growth.

Isaac Ro, Goldman Sachs.

Dave, I was interested in your comments regarding the oncology panel you guys are working on. I was hoping you would maybe put some color around your strategy there. And anything you could offer with regards to how you plan to price that test, and where you think you need to be competitively to be effective in the marketplace in terms of service levels and genetic content, that kind of stuff? Thank you.

I don't think we are prepared to talk about pricing at this point because obviously that is a discussion with payers, but I certainly think there is increasing evidence about the value of assessing tumors through next generation sequencing methodology. I think that our outstanding team of clinicians and scientists has focused on not what is the broadest spectrum that we could test, but what are the key things, the key genes that need to be looked at, and the key items within the tumor that need to be evaluated. And in that context have, as I mentioned, selected these 50 aqua genes and tumor suppressor genes, or approximately 50 aqua genes and tumor suppressor genes to look at 2700 important and powerful mutations. This will be our initial launch, we will continue to add content and services. Again, I go back to our genetic counselors, I go back to the number of tests that we perform and the size of the databases that we bring to bear, and I think LabCorp has a very, very important role to play in better diagnosis and treatment of complex cancer.

If I could just ask a follow-up there. Conceptually we are still obviously, as you pointed out, learning what to these tests can be used for, but it seems to me structurally that they are very complicated tests to run. So what I'd be interested to know is if you have a strong view as to how much of a gene-based cancer diagnostics will be done by centralized labs versus these distributed products, because you have got a lot of sequencing companies trying to come up with tinted versions of cancer diagnostics that might be distributed out to hospital labs, and it just seems like to me like that this is a market that would really require a more specialized central lab. So if you've got a strong view as to how much we will get done centralized versus distributed, I would be interested in that. Thank you.

I agree with your view. I think this will be -- these are complex and sophisticated tests. They require a high degree of specialization, and so I think the centralized scale reference laboratory is going to be the obvious place to perform them. I also think that the ability to interpret and deliver the content is going to be absolutely critical, and you're going to need to see enough of these to be able to develop a robust database of robust content, and again I think we're in an excellent position to do that.

Gary Taylor, Citi.

A couple of questions. First, do you have any update on your outlook for the pathology cuts on the physician fee schedule for 2014, and anything new since the last call on the possible rebasing of the clinical lab fee schedule in 2015?

On the OPPS proposal, ACLA and a number of other groups have met with CMS and expressed our views. In addition, a letter went to CMS signed by 115 Congressmen. There is a similar letter that is, I believe, being circulated in the Senate or has been sent already, signed by 36 Senators asking CMS to withdraw the proposal. I think there has been a very, very solid effort to identify the policy issues that we believe are not correctly stated within the proposed rule. I think the fact that 115 members of Congress and 36 Senators have agreed with us as to sign a letter asking to withdraw the proposal is evidence that we've made substantial progress on that front. In terms of the clinical lab fee schedule proposal, as mentioned previously, the government has been shut down for the last couple of weeks. There are a large number of proposals circulating, and ACLA and the laboratory industry continue to be very, very much involved in trying to shape the discussion about the future of the clinical lab fee schedule.

Two quick questions maybe for Brad. Is there any chance you could give us acquisition spend for the third quarter?

Gary, I do not have that in front of me but it is not a lot. I think year to date it is $100 million. I think in the third quarter it was very small.

When you, I just want to recall correctly, when you talk about the 2% organic volume, MEDTOX is the only thing that is being excluded, or are some of the smaller tuck-in acquisitions included or excluded from that number?

Small tuck-in acquisitions would be included in the organic number.

Got it. Then last question. I know the 4Q earnings guidance excludes any repurchase after the end of the quarter. How much would the diluted share count drop sequentially, even if you did know additional share repurchase? In other words, just trying to think about the timing of the repurchase throughout the third quarter. Would you naturally have an additional sequential decline in share counts, even without additional share repurchase?

Yes, because you would get the full impact of the ones that we bought in any quarter that would bring down the share count in the subsequent quarter, being fully outstanding for that amount of time.

So off the top of your head, you have a number in mind for diluted share count, or what is the diluted share count implied in the 4Q?

I do not have that right off the top of my head, but just using a half-quarter convention you could think that what we bought in the third quarter was half outstanding in the third and would be fully outstanding in the fourth.

Robert Willoughby, Bank of America Merrill Lynch.

Brad, glad to see you're joining [Wes Ellenburg] in that great campground of retirement, but good luck to you there. Question for Dave. You had a nice return on the FMI investment stake. Is there much behind that in terms of other investments we should focus on with the equity markets now open and more deals coming out there? And maybe if not, why isn't that an opportunity for you to make some investments in these technology companies, given your access and view on all of the new thoughts that are out there?

Bob, we have made a number of investments over time and we will continue to make them. We look at opportunities that we think are interesting from a technological perspective, opportunities that we think are interesting from a testing perspective, and opportunities that we think are attractive from a strategic perspective. We have had, like most investors we have had some successes and some failures. We have had a couple of nice successes recently. This will continue to be an important part of our strategy as we think about how we stay abreast of what is going on in the market.

How many shots on gold? Maybe just to help us think about the opportunity. Are there 10 active investments, or half that amount? How do we think about potential opportunity?

Bob, this is Adam. If you think about any portfolio, we have several active investments. I don't want to give you a precise number, but from the range you gave, I'd say you're in the right ballpark. So you wouldn't look for us to have hundreds of things out there. So I think the ballpark you gave is accurate. As Dave said, we continue to look for opportunities that are strategic for us, and we will continue to think about that.

Amanda Murphy, William Blair.

I just had a question on some of the dynamics that we have not talked about in a little while. In terms of hospitals buying back practices and insourcing lab testing, and then generally physicians insourcing testing, and general fallout from the TC grandfather clause. Just curious if you could update us on those three dynamics at this point. Thanks.

Amanda, it is Dave. I would say that health systems acquiring physicians is a continuing trend. I do think it's diminishing in the sense that a lot of those deals have a dead and health systems are now trying to figure out exactly what they are going to do now that they have acquired these practices, and the doctors are trying to figure out what they are going to do. Physician insourcing continues to be, particularly around pathology, continues to be a theme. Again, I think the most significant part of that has abated but it is still out there in the marketplace. TC grandfather, in my mind is done, it happened. We've absorbed the impact and we've moved on.

Got it, okay. Then just as a follow-up to Kevin's question earlier on long-term growth trends or rate in the industry, used to be that you were able to drive a couple percentage points of revenue per req growth, just the mix shift to esoteric testing. I'm just curious, as you are launching some of these newer tests, is that a dynamic that we might see again, not necessarily that growth rate but just an impact from esoteric percentages going up over time?

Yes, I think it is. We don't launch esoteric tests because there are esoteric or because of their price point. We launch them because they're clinically relevant and medically necessary. Certainly there's the opportunity to see benefit from the mix there. As Brad mentioned, the wellness and pain management testing, while we still get a very nice margin from that testing, on a pure price perspective is lower than our overall book. And the reductions that we've received from the government are pretty much unprecedented, and that has a major impact on revenue per requisition as well as on margin. There are many puts and takes to pricing, and positive mix certainly is one of those things that is an opportunity in the mid- to longer term.

Got it. Then last one on M&A. Obviously that has been a driver you guys for a while. How do you think about that too in the longer term? That is the thing that, especially with some of these pricing changes that are going on. Do see that being an avenue for growth over the longer term?

Yes I think as I said in the prepared remarks and said in response to an earlier question, M&A and acquisitions are going to be, I think, important for us going forward.

Tom Gallucci, FBR.

I just had a couple of things I want to clarify real quick, and maybe one question after that. On the molecular, on the impact of the molecular-related issues. Did you describe that as sort of getting a little bit better, or the same, or getting worse versus, let's say, the last quarter?

Tom, it is, Dave. I think it is getting a little bit better.

A little bit better, okay. I thought that's what you said. I do not know if I missed it, but was there any meaningfully intra-quarter trend on volumes or particular volatility as we've heard maybe some describe out there that you saw?

Tom, we do not talk about volumes within the quarter or trends within the quarter. So I'm not in a position to respond to that.

And then just the last one Dave. I know you've talked in the past about diversifying revenue streams a bit, maybe a little bit away from government-oriented reimbursement, for good reason. MEDTOX clearly seems to have been a home run of a deal. As you think about the acquisition environment going forward, should we be thinking about acquisitions that are more skewed away from some of the core clinical testing that we've seen in the past and towards these other types of areas, or even international? Or do you still expect it to be a blend that you've done in the past?

I think it will be a blend. When we talk about the knowledge strategy and creating knowledge for healthcare stakeholders, that is how we think about the way that we can diversify revenue, is again things like the Baroma relationship and BeaconLBS and other tools that we are developing. I do not think about that is going out and buying non-lab assets for the purpose of diversifying revenue, because one of the things I think we are good at is running laboratories, and be careful about buying things that we are not good at just so we get away from our traditional mix. Having said that, I look five years down the road, and certainly we will be a more global company. We need to be. It is a global world and healthcare is a global business. We need to figure out how to participate more broadly in international markets. I do not foresee a big acquisition there, but I foresee -- we do business in 40 countries today. I see the opportunity to expand that presence. Continuing to look for strategic opportunities within our own markets will be a very important part of the long-term growth for us.

Darren Lehrich, Deutsche Bank.

I wanted to pick your brain a little bit Dave, just get your thoughts on what business model you think is resonating the most within the hospital channel in terms of the offerings that you are bringing to market there? You obviously broadened your, in Northern California. Do you think that is the primary mode of consolidation within that realm? Do think JVs are too cumbersome for health systems? How's your ability to co-manage labs? Just want to get your thoughts on what is resonating out there.

I think there is a broad range of offerings for health systems ranging from acquisition at the one to JVs at the other end. I think health systems are becoming increasingly focused on what the financial characteristics of the laboratory are, particularly the capital needs required there and the space needs, and how they can potentially deploy those assets more effectively within their core competencies. That means some will sell, some will ask us to manage their laboratories, some will just want to send us reference work. I agree with you, Darren. I think JVs with large health systems are complex, but that does not mean they cannot be done. We have several. From our perspective, it's the broadest, the willingness to participate in the broadest range of potential offerings, the willingness to do what makes the most sense to the health system in terms of optimizing its ability to provide the highest quality lab services at the most effective cost.

The follow-up, then, would, how different are the conversations today? You bring up capital and space constraints. Obviously there is reimbursement issues, perhaps down the road, but just the unit cost still is a pretty different. I am curious how that conversation is changing, if at all, as you talk to health systems?

When I started seven years ago, I'm sure everyone can remember that I was very, very optimistic about how the health systems would -- how lab work would migrate from hospitals to independent labs, and seven years later I've relearned one of the great truths of healthcare, which is everything takes a lot longer than we think it will. We are having constructive conversations. Hospitals and health systems are more capital constrained. They're seeing reimbursement come down. They too have been cut significantly by the government over the last two-year cycle, and we are going to continue to press ahead with this strategic focus, and ultimately I think there is great opportunity for growth there.

That's great. My last question, really just to clarify your comments on BeaconLBS and the United arrangement, congrats for signing that. The question here, though is, is this something that will be part of benefit design for 2014, or is this for the 2015 year, and if the latter, do you think you will have more health plan customers signed up for the selling season for next year?

We have said that we expect implementation in the latter part of 2014, and that is what we are going to say right now. And we will provide you with further information over the next several quarters.

It is two minutes past the top of the hour here, and we would like to try to take everybody's questions. We do want to wrap up, though. So please let's try to ask questions that have not been asked and answered already, and let's be brief.

Glen Santangelo, Credit Suisse.

My question was on margins. The margins probably came in a little bit lower than I would have thought on volumes that were probably a little bit stronger than I would have thought. I'm curious if you could give us a little bit more color on those margins and what your expectations are going forward?

Glenn, it is Brad. For the reasons that we mentioned in the call that relate to revenue per requisition as well as price, when we look through what is going on with the margins, those are the major drivers. Very much the reductions, revenue reductions that we have talked are the culprit there. As Dave mentioned earlier, as we think about the opportunity over time, it has been a reimbursement challenge, as you know, for the reasons that we have mentioned. But we continue to believe that the margin characteristics for the business are attractive going forward from driving standardization and innovation over our scale. Bumpy time from the reimbursement perspective, but it is there.

Dane Leone, Macquarie.

In the same vein as the previous question. But just thinking about the offering expense leverage that the business model has, I guess in light of some of the innovations you're putting in the automation in the labs going forward. As volumes, as organic volumes come back, hopefully supported by ACA in 2014, what is your guess of how much variable costs will still need to come back on? I think you're operating from a fairly low volume perspective historically. So we would, I guess, expect to see some leverage there. Any color is helpful.

I think again it definitely relates to the reimbursement environment, but from a leverage and a cost perspective, and we would have the variable cost of the re-agents and the supplies that we use. Our infrastructure is still there, and visiting lots of accounts and picking up samples every day. So I think to the extent that can organically grow, there is a tremendous amount of leverage that's there.

AJ Rice, UBS.

I was going to ask about any comment you have, early days obviously, but the Walgreens announcement to begin to try to offer clinical lab services through their retail outlets as part of their MinuteClinic-type of approach? And they are talking about being disruptive to the clinical lab industry. What do you think of that? And then also with the other retail drug chains that offer similar type of services, is there be opportunity for you to partner with any of them? Have you thought about that?

It is Dave. We have in the past had partnering relationships with a number of the in-store clinics. They are not economically very productive for us. The testing menu is extremely limited, the demand for when you come pick up specimens is high, and you end up sending a courier at an odd hour to pick up one specimen. That model is not a -- the in-store clinic model is an acute -- to me, is a model of you take care of an acute problem, like an earache or a flu shot or something. It's not really like even an urgent care clinic where there is a significant number of blood draws.

With respect to Walgreens, my understanding is that what they are doing in this pilot, at least in the one store, is they're just going to have a phlebotomist there who's going to draw blood and send it to a reference lab, just like we do. Again, I think from the perspective of convenience, accuracy, cost, I still think that the reference lab model in the long run is going to be the most successful. We are always aware of what others are doing and of interesting innovations, and we will continue to watch this closely.

Nicholas Jansen, Raymond James and Associates.

Quick question on guidance. What is the primary delta between where your guidance is today relative to when you issued original guidance back in February? You have done over $750 million of buybacks, yet the midpoint of EPS is unchanged. So relative to your initial expectations, is the entire delta just the molecular pathology coding changes or is there something else there that is not played out as you originally anticipated? Thanks.

Nicholas, this is Brad. That is the delta. You nailed it.

I would now turn the call back to David King, Chairman and Chief Executive Officer.

Thank you very much. Thank you, Clinton. In closing here today, obviously we had a significant announcement about Brad's retirement, and I was reflecting with him yesterday afternoon, it is really a sad day for me. I remember when I first met Brad, and I think it was 1996. And since then we have worked together on a professional and a personal level in an extraordinary way. Brad has been a phenomenal contributor to this Company and to our industry in a period of great transformation. He was the head of billing here when he came here.

Bad debt was 11%. We literally were struggling to get the bills out the door. What we have accomplished with his leadership under -- as head of billing and as Chief Financial Officer when Les stepped down is really exceptional. I don't say this about a lot of people at LabCorp, but Brad has been a stalwart here, and I know I speak for the whole team in saying we will really, really miss him deeply and wish him and his family well. With that, we thank you for listening to our call and wish you a great day.

Thank you, ladies and gentlemen. That concludes your conference call for today. You may now disconnect. Thank you for joining. Have a very good day.