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UNITED STATES SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended September 30, 1999
Commission file number: 0-16946

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LabOne, Inc.(Exact name of Registrant as specified in its charter)

|Missouri                                 |  | 43-1039532                          
|---------------------------------------- |  | ------------------------------------
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|10101 Renner Blvd. Lenexa, Kansas        |  | 66219                               
|(Address of principal executive offices) |  | (Zip code)                          

Registrant's
telephone number, including area code:(913) 888-1770

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No

Number
of shares outstanding of only class of Registrant's common stock as of October 31, 1999, $.01 par value common11,533,493.

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## 

PART I. FINANCIAL INFORMATION

ITEM 1Financial Statements

LabOne, Inc. and Subsidiaries
Consolidated Balance Sheets

|                                                                                                               |  | September 30, 1999 |             | December 31, 1998 |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | ----------------- | -
|ASSETS                                                                                                         |  |                    |             |                   |  
|Current assets:                                                                                                |  |                    |             |                   |  
|Cash and cash equivalents                                                                                      |  | $                  | 1,558,600   |                   | $
|Accounts receivabletrade, net of allowance for doubtful accounts of $2,248,798 in 1999 and $2,326,716 in 1998 |  |                    | 21,049,300  |                   |  
|Income taxes receivable                                                                                        |  |                    | 2,493,827   |                   |  
|Inventories                                                                                                    |  |                    | 1,089,586   |                   |  
|Real estate available for sale                                                                                 |  |                    |            |                   |  
|Prepaid expenses and other current assets                                                                      |  |                    | 2,964,774   |                   |  
|Deferred income taxes                                                                                          |  |                    | 1,906,271   |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total current assets                                                                                           |  |                    | 31,062,358  |                   |  
|Property, plant and equipment                                                                                  |  |                    | 79,063,255  |                   |  
|Less accumulated depreciation                                                                                  |  |                    | 36,788,684  |                   |  
|                                                                                                               |  |                    |             |                   |  
|Net property, plant and equipment                                                                              |  |                    | 42,274,571  |                   |  
|Other assets:                                                                                                  |  |                    |             |                   |  
|Intangible assets, net of accumulated amortization                                                             |  |                    | 35,644,442  |                   |  
|Bond issue costs, net of accumulated amortization of $18,924 in 1999 and $5,823 in 1998                        |  |                    | 173,223     |                   |  
|Deferred income taxesnoncurrent                                                                               |  |                    | 43,033      |                   |  
|Deposits and other assets                                                                                      |  |                    | 223,388     |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total assets                                                                                                   |  | $                  | 109,421,015 |                   | $
|                                                                                                               |  |                    |             |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                           |  |                    |             |                   |  
|Current liabilities:                                                                                           |  |                    |             |                   |  
|Accounts payable                                                                                               |  | $                  | 5,177,467   |                   | $
|Retainage and construction payable                                                                             |  |                    | 139,187     |                   |  
|Current portion of long-term debt                                                                              |  |                    | 1,863,226   |                   |  
|Accrued payroll and benefits                                                                                   |  |                    | 3,418,803   |                   |  
|Other accrued expenses                                                                                         |  |                    | 717,318     |                   |  
|Other current liabilities                                                                                      |  |                    | 283,507     |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total current liabilities                                                                                      |  |                    | 11,599,508  |                   |  
|Long-term debt                                                                                                 |  |                    | 25,241,954  |                   |  
|Deferred income taxesnoncurrent                                                                               |  |                    | 14,641      |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total liabilities                                                                                              |  |                    | 36,856,103  |                   |  
|Minority interests                                                                                             |  |                    |            |                   |  
|Stockholders' equity:                                                                                          |  |                    |             |                   |  
|Preferred stock, $.01 par value per share;
3,000,000 shares authorized, none issued                            |  |                    |            |                   |  
|Common stock, 40,000,000 shares authorized; $.01 par value per share 13,050,020 shares issued in 1999          |  |                    | 130,500     |                   |  
|Common stock, 36,000,000 shares authorized, $.67 par value per share 11,250,000 shares issued in 1998          |  |                    |            |                   |  
|Additional paid-in capital                                                                                     |  |                    | 32,055,762  |                   |  
|Equity adjustment from foreign currency translation                                                            |  |                    | (768,072    | )                 |  
|Retained earnings                                                                                              |  |                    | 71,291,927  |                   |  
|                                                                                                               |  |                    |             |                   |  
|                                                                                                               |  |                    | 102,710,117 |                   |  
|Less treasury stock of 1,516,527 shares in 1999 and 1,516,345 shares in 1998                                   |  |                    | 30,145,205  |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total stockholders' equity                                                                                     |  |                    | 72,564,912  |                   |  
|                                                                                                               |  |                    |             |                   |  
|Total liabilities and stockholders' equity                                                                     |  | $                  | 109,421,015 |                   | $
|                                                                                                               |  |                    |             |                   |  

See accompanying notes to consolidated financial statements and management's
discussion and analysis of financial condition and results of operations.

2



LabOne, Inc. and Subsidiaries

Consolidated Statements of Earnings

|                                                   |  | Three Months Ended
September 30, |            | Nine Months Ended
September 30,
|-------------------------------------------------- |  | -------------------------------- | ---------- | -------------------------------
|
|Sales                                              |  | $                                | 28,814,326 |                                
|Cost of sales depreciation                         |  |                                  | 584,004    |                                
|Cost of sales amortization                         |  |                                  |           |                                
|Other cost of sales                                |  |                                  | 16,518,209 |                                
|                                                   |  |                                  |            |                                
|Gross profit                                       |  |                                  | 11,712,113 |                                
|Selling, general and administrative depreciation   |  |                                  | 812,698    |                                
|Selling, general and administrative amortization   |  |                                  | 847,498    |                                
|Other selling, general and administrative expenses |  |                                  | 8,398,233  |                                
|                                                   |  |                                  |            |                                
|Earnings from operations                           |  |                                  | 1,653,684  |                                
|Interest expense                                   |  |                                  | (357,906   | )                              
|Interest income and other                          |  |                                  | 49,665     |                                
|                                                   |  |                                  |            |                                
|Earnings before income taxes                       |  |                                  | 1,345,443  |                                
|Income tax expense                                 |  |                                  | 729,782    |                                
|                                                   |  |                                  |            |                                
|Earnings before minority interest                  |  |                                  | 615,661    |                                
|Minority interest                                  |  |                                  | 92,362     |                                
|                                                   |  |                                  |            |                                
|Net earnings                                       |  | $                                | 523,299    |                                
|                                                   |  |                                  |            |                                
|Basic and diluted earnings per common share        |  | $                                | 0.05       |                                
|                                                   |  |                                  |            |                                
|Dividends per common share                         |  | $                                | 0.18       |                                
|                                                   |  |                                  |            |                                
|Basic weighted average common shares outstanding   |  |                                  | 10,750,955 |                                
|                                                   |  |                                  |            |                                
|Diluted weighted average common shares outstanding |  |                                  | 10,758,069 |                                
|                                                   |  |                                  |            |                                

See
accompanying notes to consolidated financial statements and management's
discussion and analysis of financial condition and results of operations.

3



## 

LabOne, Inc. and Subsidiaries

Consolidated Statement of Stockholders' Equity
Nine Months Ended September 30, 1999

|                                                    |  | Common stock |            | Additional paid-in capital |            | Accumulated other comprehensive income |          | Retained earnings |            | Treasury stock |             | Total stockholders' equity |            | Comprehensive income |          
|--------------------------------------------------- |  | ------------ | ---------- | -------------------------- | ---------- | -------------------------------------- | -------- | ----------------- | ---------- | -------------- | ----------- | -------------------------- | ---------- | -------------------- | ---------
|Balance at December 31, 1998                        |  | $            | 7,500,000  |                            | 2,920,357  |                                        | (683,270 | )                 | 74,945,615 |                | (30,143,604 | )                          | 54,539,098 |                      |          
|Comprehensive income:                               |  |              |            |                            |            |                                        |          |                   |            |                |             |                            |            |                      |          
|Net earnings                                        |  |              |            |                            |            |                                        |          |                   | 2,315,803  |                |             |                            | 2,315,803  |                      | 2,315,803
|Equity adjustment from foreign currency translation |  |              |            |                            |            |                                        | (84,802  | )                 |            |                |             |                            | (84,802    | )                    | (84,802  
|
|Comprehensive income                                |  |              |            |                            |            |                                        |          |                   |            |                |             |                            |            |                      | 2,231,001
|
|Cash dividends                                      |  |              |            |                            |            |                                        |          |                   |            |                |             |                            |            |                      |          
|($0.58 per share)                                   |  |              |            |                            |            |                                        |          |                   | (5,969,491 | )              |             |                            | (5,969,491 | )                    |          
|Stock split and change in par value                 |  |              | (7,369,500 | )                          | 7,369,500  |                                        |          |                   |            |                |             |                            | 0          |                      |          
|Acquisition of minority interest in subsidiary      |  |              |            |                            | 21,765,905 |                                        |          |                   |            |                |             |                            | 21,765,905 |                      |          
|Purchase of 181.5 common shares for treasury stock  |  |              |            |                            |            |                                        |          |                   |            |                | (1,601      | )                          | (1,601     | )                    |          
|                                                    |  |              |            |                            |            |                                        |          |                   |            |                |             |                            |            |                      |          
|Balance at September 30, 1999                       |  | $            | 130,500    |                            | 32,055,762 |                                        | (768,072 | )                 | 71,291,927 |                | (30,145,205 | )                          | 72,564,912 |                      |          
|                                                    |  |              |            |                            |            |                                        |          |                   |            |                |             |                            |            |                      |          

See
accompanying notes to consolidated financial statements and management's
discussion and analysis of financial condition and results of operations.

4



LabOne, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

|                                                                          |  | Nine months ended September 30, |            
|------------------------------------------------------------------------- |  | ------------------------------- | -----------
|
|Cash provided by (used for) operations:                                   |  |                                 |            
|Net earnings                                                              |  | $                               | 2,315,803  
|Adjustments to reconcile net earnings to net cash provided by operations: |  |                                 |            
|Depreciation and amortization                                             |  |                                 | 6,083,145  
|Earnings applicable to minority interests                                 |  |                                 | 766,375    
|Provision for loss on accounts receivable                                 |  |                                 | 1,984,330  
|Loss (gain) on disposal of property and equipment                         |  |                                 | (785,319   
|Directors' stock compensation                                             |  |                                 |           
|Provision for deferred taxes                                              |  |                                 | 2,526,309  
|Changes in:                                                               |  |                                 |            
|Short term trading portfolio                                              |  |                                 |           
|Accounts receivable                                                       |  |                                 | (4,303,691 
|Income taxes                                                              |  |                                 | (2,094,051 
|Inventories                                                               |  |                                 | 708,895    
|Prepaid expenses and other current assets                                 |  |                                 | (212,042   
|Accounts payable                                                          |  |                                 | (2,885,228 
|Accrued payroll & benefits                                                |  |                                 | (729,790   
|Accrued expenses                                                          |  |                                 | 107,003    
|Other current liabilities                                                 |  |                                 | 9,309      
|                                                                          |  |                                 |            
|Net cash provided by operations                                           |  |                                 | 3,491,048  
|                                                                          |  |                                 |            
|Cash provided by (used for) investment transactions:                      |  |                                 |            
|Purchases of investments held to maturity                                 |  |                                 |           
|Proceeds from maturities of investments held to maturity                  |  |                                 |           
|Property, plant and equipment, net                                        |  |                                 | (4,892,513 
|Acquisition of intangible assets, net                                     |  |                                 | (16,561    
|Acquisition of minority interest                                          |  |                                 | (12,581,740
|Other                                                                     |  |                                 | 43,687     
|                                                                          |  |                                 |            
|Net cash used for investment transactions                                 |  |                                 | (17,447,127
|                                                                          |  |                                 |            
|Cash provided by (used for) financing transactions:                       |  |                                 |            
|Purchase of treasury stock                                                |  |                                 | (1,601     
|Dividends paid to minority interest                                       |  |                                 | (935,730   
|Proceeds from long-term debt                                              |  |                                 | 9,000,000  
|Payments on long-term debt                                                |  |                                 | (1,859,115 
|Cash dividends                                                            |  |                                 | (5,969,491 
|                                                                          |  |                                 |            
|Net cash provided by financing transactions                               |  |                                 | 234,063    
|                                                                          |  |                                 |            
|Effect of foreign currency translation                                    |  |                                 | 57,280     
|                                                                          |  |                                 |            
|Net increase (decrease) in cash and cash equivalents                      |  |                                 | (13,664,736
|Cash and cash equivalentsbeginning of period                             |  |                                 | 15,223,336 
|                                                                          |  |                                 |            
|Cash and cash equivalentsend of period                                   |  | $                               | 1,558,600  
|                                                                          |  |                                 |            
|Supplemental disclosures of cash flow information:                        |  |                                 |            
|Cash paid during the period for:                                          |  |                                 |            
|Interest                                                                  |  | $                               | 951,348    
|Income taxes                                                              |  | $                               | 2,251,466  
|                                                                          |  |                                 |            
|Supplemental schedule of non cash investing and financing activities      |  |                                 |            
|Details of acquisition:                                                   |  |                                 |            
|Fair value of assets acquired                                             |  | $                               | (34,201,086
|Common stock                                                              |  |                                 | 19,278,214 
|Fair value of stock options and warrants                                  |  |                                 | 2,341,132  
|                                                                          |  |                                 |            
|Acquisition of minority interests                                         |  | $                               | (12,581,740
|                                                                          |  |                                 |            

See
accompanying notes to consolidated financial statements and management's
discussion and analysis of financial condition and results of operations.

5



## 

LabOne, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
September 30, 1999 and 1998

The accompanying consolidated financial statements include the accounts of LabOne, Inc. and its
wholly-owned subsidiaries LabOneCanada Inc. and Systematic Business Services, Inc. (SBSI). All significant intercompany transactions have
been eliminated in consolidation.

The
financial information furnished herein as of September 30, 1999 and for the periods ended September 30, 1999 and 1998 is unaudited; however, in the opinion of
management, it reflects all adjustments, consisting of normal recurring adjustments, which are necessary to fairly state the Company's financial position, the results of its operations and cash flows.
The balance sheet information as of December 31, 1998 has been derived from the audited financial statements as of that date. The financial statements have been prepared in conformity with
generally accepted accounting principles appropriate in the circumstances, and included in the financial statements are certain amounts based on management's estimates and judgments.

The
financial information herein is not necessarily representative of a full year's operations because levels of sales, capital additions and other factors fluctuate throughout the
year. These same considerations apply to all year-to-year comparisons. See the Company's Annual Report on Form 10-K for the year ended December 31,
1998, for additional information not required by this Quarterly Report on Form 10-Q.

This
Quarterly report on Form 10-Q may contain "forward-looking statements," including projections, statements of plans and objectives, statements of future
economic performance and statements of assumptions underlying such statements. Forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause actual results to
differ materially from those that may be expressed or implied in such forward-looking statements, including, but not limited to, the volume and pricing of laboratory tests performed by the Company,
competition, the extent of market acceptance of the Company's testing services in the healthcare and substance abuse testing industries, general economic conditions and other factors detailed from
time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission.

On
August 10, 1999, LabOne, Inc. was merged into Lab Holdings, Inc. upon the approval of the required number of
shareholders of both companies at their respective annual meetings. The combined company's name was then changed to LabOne, Inc. The merger
provisions included a 3 for 2 stock split for all Lab Holdings common shares, the par value of the common shares was changed from $1.00 per share to $0.01 per share, and the authorized number of
common shares was increased to 40 million. The Company paid $12.6 million, including transaction costs, to purchase 0.8 million shares of
LabOnestock and exchanged 2.6 million shares of former LabOnestock on a one for one basis for
Lab Holdings (the combined company) stock. The transaction was recorded under purchase accounting and resulted in $24.1 million in goodwill which is being amortized over 20 years. The
following unaudited pro forma consolidated results of operations of the Company for the nine months ended September 30, 1999 and 1998 assumes the merger occurred as of January 1, 1998.

|                   |  | Nine months ended September 30,
|------------------ |  | -------------------------------
|
|
|Sales              |  | $                              
|Net Earnings       |  |                                
|Earnings per share |  |                                
|                   |  |                                

6

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not
intended to be a projection of future results.

On
July 1, 1999, the Company announced a restatement of earnings for the year ended December 31, 1998. As requested by the staff of the Securities and Exchange
Commission, the Company has changed the amortization schedule from fifteen years to five years on a customer list acquired during the first quarter 1997. The Company's original amortization period was
based on historical performance, however the SEC has requested the amortization period be reduced to five years. This restatement is not the result of any changes in customer relationships and has no
effect on any present or future cash flows. The effect of this restatement is as follows:

|                           |  | Three months ended
September 30, 1998 |           | Nine months ended
September 30, 1998
|-------------------------- |  | ------------------------------------- | --------- | ------------------------------------
|
|Earnings before taxes      |  | $                                     | 2,517,151 |                                     
|Net earnings               |  |                                       | 976,665   |                                     
|Basic earnings per share   |  |                                       | 0.10      |                                     
|Diluted earnings per share |  |                                       | 0.10      |                                     

Effective
October 30, 1998, LabOneacquired SBSI, a Missouri corporation. SBSI provides telephone inspections, motor vehicle
reports, attending physician statements and claims investigation services to life and health insurers nationwide.

Business Segment Information

The company operates in three lines of business: insurance risk appraisal testing, clinical diagnostic testing and substance abuse testing. The following table
presents selected financial information for each segment:

|                                   |  | Three months ended
September 30, |            | Nine months ended
September 30, |  
|---------------------------------- |  | -------------------------------- | ---------- | ------------------------------- | -
|
|
|Sales:                             |  |                                  |            |                                 |  
|Insurance                          |  | $                                | 17,894,206 |                                 | $
|Clinical                           |  |                                  | 6,329,240  |                                 |  
|Substance abuse testing            |  |                                  | 4,590,880  |                                 |  
|                                   |  |                                  |            |                                 |  
|Total sales                        |  | $                                | 28,814,326 |                                 | $
|                                   |  |                                  |            |                                 |  
|Operating income (loss):           |  |                                  |            |                                 |  
|Insurance                          |  | $                                | 3,258,505  |                                 | $
|Clinical                           |  |                                  | (844,000   | )                               |  
|Substance abuse testing            |  |                                  | (26,833    | )                               |  
|General corporate income (expense) |  |                                  | (733,988   | )                               |  
|                                   |  |                                  |            |                                 |  
|Total earnings from operations     |  |                                  | 1,653,684  |                                 |  
|Other income (expense)             |  |                                  | (308,241   | )                               |  
|                                   |  |                                  |            |                                 |  
|Earnings before income taxes       |  | $                                | 1,345,443  |                                 | $
|                                   |  |                                  |            |                                 |  

The
Company's new facility was completed in early 1999, and the portions of the building identifiable to each segment have been allocated to those segments. Effective the second
quarter, the associated depreciation expenses have been charged to the segments and are included in the operating income or loss

7

information stated above. There were no other material changes in assets or in the basis of segmentation or measurement of segment operating income or loss.

Contingencies

Tax
Assessment

The
Comptroller of the State of Texas has conducted an audit of LabOnefor sales and use tax compliance for the years 1991 through 1997
and contends that LabOne's insurance laboratory services are taxable under the Texas tax code. The Texas Comptroller has issued a tax audit assessment,
including interest and penalties, of approximately $1.9 million. The Texas State Hearing Attorney has issued a position letter agreeing to amend the audit based on the exclusion of
non-Texas applicants. At this time, the Company is unable to estimate the possible liability, if any, that may be incurred as a result of this assessment, but believes the amount will be
less than $0.5 million. The Company continues to appeal this assessment arguing that its services do not fit within the definition of insurance services under the Texas code.

ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

SELECTED
FINANCIAL DATA

|                                  |  | Three months ended Sept. 30, |  |            |  | Nine months ended Sept. 30, |    |             | 
|--------------------------------- |  | ---------------------------- |  | ---------- |  | --------------------------- | -- | ----------- | 
|
|
|Sales                             |  | $28,814,326                  |  | 25,834,180 |  | 12                          | %  | $84,714,563 | 
|Net earnings                      |  | 523,299                      |  | 909,247    |  | (42                         | )% | 2,315,803   | 
|Diluted earnings per common share |  | $0.05                        |  | 0.09       |  |                             |    | $0.23       | 
|Cash dividends per common share   |  | $0.18                        |  | 0.20       |  |                             |    | $0.58       | 

The Company provides high-quality laboratory testing services to insurance companies, physicians and employers.

LabOneprovides risk-appraisal laboratory services to the insurance industry. The tests performed by the Company are
specifically designed to assist an insurance company in objectively evaluating the mortality and morbidity risks posed by policy applicants. The majority of the testing is performed on specimens of
individual life insurance policy applicants. The Company also provides testing services on specimens of individuals applying for individual and group medical and disability policies. Through its
subsidiary, SBSI, the Company provides telephone inspections, motor vehicle reports, attending physician statements, and claims investigation services to life and health insurers nationwide.

LabOne's clinical testing services are provided to the healthcare industry to aid in the diagnosis and treatment of patients.
LabOneoperates only one highly automated and centralized laboratory, which the Company believes has significant economic advantages over other
conventional laboratory competitors. LabOnemarkets its clinical testing services to the payers of healthcareinsurance companies and
self-insured groups. The Company does this through Lab Card®, a Laboratory Benefits Management (LBM) program.

The
Lab Card Program provides laboratory testing at reduced rates as compared to traditional laboratories. It uses a unique benefit design that shares the cost savings with the
patient, creating an incentive for the patient to help direct laboratory work to LabOne. Under the Program, the patient incurs no
out-of-pocket expense when the Lab Card is used, and the insurance company or self-insured group receives substantial savings on its laboratory charges. The
Company's LBM programs, including
BlueCross BlueShield of Tennessee and the Lab Card program, have more than 2.3 million lives enrolled.

8

LabOneis certified by the Substance Abuse and Mental Health Services Administration to perform substance abuse testing services for
federally regulated employers and is currently marketing these services throughout the country to both regulated and nonregulated employers. The Company's rapid turnaround times and multiple testing
options help clients reduce downtime for affected employees and meet mandated drug screening guidelines.

THIRD
QUARTER ANALYSIS

Net
sales increased 12% in the third quarter 1999 to $28.8 million from $25.8 million in the third quarter 1998. The increase of $3.0 million is due to increases
in clinical laboratory revenue of $1.3 million, substance abuse testing (SAT) revenue of $0.5 million and insurance services revenue of $1.2 million.

Clinical
diagnostic testing revenue increased from $5.0 million to $6.3 million for the quarter due to a 25% increase in testing volumes. SAT revenue increased from
$4.1 million in 1998 to $4.6 million in 1999 due to a 20% increase in testing volumes as compared to last year.

The
insurance services division revenue increased $1.2 million due to the addition of SBSI revenue and growth in non laboratory services revenue, reduced by lower laboratory
and kit revenue. SBSI was acquired in October 1998 and contributed revenue of $2.2 million, and non laboratory services revenue increased $0.6 million or 184%. Insurance
laboratory testing revenue decreased $1.3 million as a result of reductions in volume and price. The total number of insurance applicants tested in the third quarter 1999 decreased by 8% as
compared to the same quarter last year due to competitive pressures and a reduction in the number of individuals applying for insurance. Average revenue per applicant decreased 3% primarily due to
price reductions partially offset by increased ancillary test volumes. Kit and container revenue declined due to a decrease in the number of kits sold.

Cost
of sales increased $2.6 million or 18% in the third quarter 1999 as compared to the prior year, primarily due to increases in payroll, information services such as state
motor vehicle report fees, and postage expense. A significant portion of these increases are related to the addition of SBSI and the growth of the SAT and clinical segments. These increases were
partially offset by a decrease in insurance kit expenses due to lower sales volumes. Clinical cost of sales expenses were $4.2 million as compared to $3.7 million in the third quarter
1998. SAT cost of sales expenses were $3.2 million as compared to $2.8 million in the third quarter 1998. Insurance cost of sales expenses increased from $8.0 million to
$9.7 million primarily due to the addition of SBSI.

As
a result of the above factors, gross profit for the quarter increased $0.4 million or 4% from $11.3 million in 1998 to $11.7 million in 1999. Clinical gross
profit increased $0.8 million on an increase in revenue of $1.3 million. SAT gross profit increased $0.1 million as compared to the third quarter last year. Insurance gross profit
decreased $0.5 million for the quarter.

Selling,
general and administrative expenses increased $1.3 million or 15% in the third quarter 1999 as compared to the prior year due primarily to the inclusion of SBSI and
increases in bad debt, depreciation and amortization expenses. Amortization expense increased $0.2 million in the third quarter due to the mid-quarter merger. The full quarterly
amortization expense related to the merger will be $0.3 million per quarter. Bad debt expense increased primarily due to the revenue growth in clinical and SAT segments which have inherently
higher bad debt experience than the insurance testing segment.
Insurance expenditures increased to $4.9 million for the quarter as compared to $4.0 million in 1998 primarily due to the addition of SBSI. Total clinical costs increased
$0.2 million to $3.0 million in 1999 primarily due to an increase in bad debt expense and an increase in corporate overhead allocations to $1.0 million in 1999 from
$0.8 million in 1998. SAT expenditures were $1.4 million as compared to $1.2 million last year.

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Earnings from operations decreased from $2.6 million in the third quarter 1998 to $1.7 million in 1999. The clinical segment improved $0.6 million to an operating
loss of $0.8 million. The SAT segment declined $0.2 million to a loss of $27,000 in the third quarter 1999. The insurance segment, including SBSI, declined $1.4 million to an
operating profit of $3.3 million. The general corporate segment produced an operating loss of $0.7 million for the quarter primarily related to historical and merger related amortization
expenses not charged to the operating divisions.

Non
operating expense increased $0.1 million primarily due to interest expense on the industrial revenue bonds and borrowings from the line of credit, partially offset by
increased investment earnings over last year. The effective income tax rate increased from 45% in the third quarter 1998 to 54% in 1999 due to the non deductibility of goodwill amortizations for
income tax purposes.

The
combined effect of the above factors resulted in net earnings of $0.5 million or $0.05 per share in the third quarter 1999 as compared to $0.9 million or $0.09 per
share in the same period last year.

YEAR-TO-DATE
ANALYSIS

Revenue
in the nine month period ended September 30, 1999 was $84.7 million as compared to $74.9 million in the same period last year. The increase of
$9.8 million is due to increases in clinical revenue of $4.6 million, SAT revenue of $2.3 million and insurance revenue of $2.9 million

Clinical
laboratory revenue increased 34% from $13.4 million during the first nine months of 1998 to $18.0 million for the same period in 1999 due to increased testing
volumes. SAT revenue increased 22% from $10.4 million in 1998 to $12.7 million in 1999 due to a 28% increase in testing volumes.

The
insurance services division revenue increased $2.9 million due to the addition of SBSI revenue and growth in non laboratory services revenue, reduced by lower laboratory
and kit revenue. SBSI was acquired in October 1998 and contributed revenue of $6.2 million, and non laboratory services revenue increased $1.0 million. Insurance laboratory
testing revenue decreased $2.9 million as a result of reductions in volume and price. The total number of insurance applicants tested year to date decreased by 6%. Average revenue per applicant
decreased 2% primarily due to price reductions partially offset by increased ancillary test volumes. Kit and container revenue declined due to a decrease in the number of kits sold.

Cost
of sales increased $8.4 million year to date as compared to the prior year. This increase is due primarily to increases in payroll expenses, insurance information services
and inbound freight. A significant portion of these increases are related to the addition of SBSI and the growth of the SAT and clinical segments. These increases were partially offset by a decrease
in insurance kit expenses due to lower sales volumes. Clinical cost of sales expenses were $12.2 million as compared to $10.7 million during the first nine months of 1998. SAT cost of
sales expenses were $9.2 million as compared to $7.2 million during 1998.

As
a result of the above factors, gross profit for the first nine months increased from $33.6 million in 1998 to $35.0 million in 1999. Clinical gross profit improved
from $2.8 million in 1998 to $5.8 million in 1999. SAT gross profit increased to $3.5 million in the first nine months of 1999 from $3.2 million last year. Insurance gross
profit decreased $2.1 million for the same period.

Selling,
general and administrative expenses increased $3.3 million or 13% in the nine month period ended September 30, 1999 as compared to the prior year due to the
addition of SBSI and increases in depreciation expenses and bad debt accruals. Clinical expenditures were $8.9 million as compared to $7.6 million in 1998. SAT expenses increased from
$3.2 million in 1998 to $3.8 million in 1999. The overhead allocation to the clinical and SAT segments for the period was $4.8 million as compared to an allocation of
$3.9 million in 1998.

Operating
income decreased from $8.3 million in the first nine months of 1998 to $6.3 million in 1999. The insurance segment had operating income of $11.1 million
as compared to $15.2 million in the first nine month of last year. The clinical segment had an operating loss of $3.1 million for the nine month period ended September 30, 1999 as
compared to an operating loss of $4.9 million in 1998. The SAT segment had

10

an operating loss of $0.3 million in 1999 as compared to an operating loss of $10,000 in 1998. The general corporate segment produced an operating loss of $1.3 million for the first nine
months related to corporate and merger expenses, partially offset by gains on sale of the former laboratory and administrative facilities.

Interest
expense on the industrial revenue bonds and line of credit was $0.9 million in the first nine months of 1999. Investment income decreased $0.2 million primarily
due to less funds available for investment. The effective income tax rate increased from 44% in 1998 to 46% in 1999.

The
combined effect of the above factors resulted in net earnings of $2.3 million or $0.23 per share in the nine month period ended September 30, 1999 as compared to
$3.7 million or $0.38 per share in the same period last year.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

LabOne's working capital position decreased by $11.8 million to $19.5 million at
September 30, 1999 from $31.3 million at December 31, 1998. This decrease is primarily due to cash used in the merger, dividends paid, capital additions and debt payments
exceeding cash provided by operations and line of credit borrowing. Cash flow from operations decreased by $2.1 million year to date primarily due to lower net income and an increase in
payments on accounts payable.

Additions
to property, plant and equipment, net of the sale of the former laboratory and administrative facilities, were $4.9 million in the first nine months of 1999,
primarily related to construction and fixtures for the new facility. Net additions in the first nine months of 1998 were $16.1 million. Capital additions, excluding building and fixtures, are
expected to be approximately $4.0 million to $5.0 million annually.

In
August 1999, LabOne's Board of Directors declared a dividend of $0.18 per common share. This dividend was paid on
September 2, 1999, to stockholders of record as of August 25, 1999, and totaled
approximately $2.1 million. The board reviews the dividend payment policy on a periodic basis. There are currently no restrictions that would limit the Company's ability to make future dividend
payments.

At
September 30, 1999, LabOnehad total cash and investments of $1.6 million as compared to $15.2 million at
December 31, 1998. The Company expects to fund operations and future dividend payments, if any, from a combination of cash flows from operations and short term borrowings. The Company borrowed
$9 million on its line of credit in the third quarter 1999 to fund cash elections from the merger and to pay the third quarter dividend payment. Of the $10.3 million required to meet
cash elections, $3.3 million was paid from available cash and $7.0 million was paid from the line of credit. Interest on the line of credit is based on the 30 day LIBOR rate plus
three quarters of a percent and is currently approximately 6.2%. Interest on the Company's industrial revenue bond is based on a taxable seven day variable rate and, including letter of credit and
remarketing fees, is currently approximately 6.2%. The Company expects to repay the bond over 11 years at $1.85 million per year plus interest. The first principle payment of
$1.85 million was paid in September 1999.

The
total number of shares of LabOnestock held in treasury at September 30, 1999 was approximately 1.5 million at a
total cost of $30.1 million or $19.88 per share.

YEAR 2000

As of April 1999, LabOnehas met all of its compliance criteria for mission critical systems. The
Company's laboratory operating systems and its business processing systems were completely rewritten in the past ten years and were brought into compliance with Year 2000 date standards at that time.
As part of construction of the new facility, certified compliant security systems, time clocks and heating and cooling systems (non-IT systems) were installed. The Company is currently
engaged in a comprehensive system validation, running production systems in a year 2000 simulation. This effort will continue through the balance of 1999 as updates are made to our systems.

11

LabOneis assessing the Year 2000 preparation and contingency plans of the Company's clients and vendors.
LabOnehas material relationships and dependencies with its primary telecommunications provider, Sprint Corp., its inbound shipping provider, Airborne
Express, and municipal services providers. In the event of a service interruption, the Company has the ability to switch telecommunications services to AT&T at any time, and maintains backup
electrical generators capable of meeting its electrical needs. LabOnecurrently tracks and controls routing of its inbound specimens and can use the
United States Postal Service, airlines and other common carriers or express delivery services in the event of delivery problems with Airborne Express. The Company currently maintains approximately 8
weeks supply of most laboratory supplies, and does not expect significant problems in obtaining supplies. The Company continues to review the Year 2000 plans of these providers, and does not currently
expect significant problems in these areas, however, there can be no assurance that the systems of clients and vendors will be converted to address Year 2000 problems in a timely and effective manner
or that such conversions will be compatible with the Company's computer systems.

Resources
dedicated to the remaining effort are expected to cost less than $0.1 million and are not considered a material expense to the Company. These efforts have not caused
delay to the Company's other ongoing information systems projects. LabOnehas not hired any outside consultants or other independent validation provider
at this time, and does not expect to do so.

There
can be no assurance that the Company's adjustments to its computer systems will completely eliminate all Year 2000 problems. Failure to properly address the Year 2000 problem
could have a material adverse effect on the Company's business, financial condition and results of operations.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A foreign currency risk exposure exists due to billing Canadian subsidiary revenue in Canadian dollars and the direct laboratory expenses associated with this
revenue being incurred in US dollars. This exposure is not considered to be material. Any future material Canadian currency fluctuations against the US$ could result in a decision to hedge future
foreign currency cash flows, or to increase Canadian prices.

An
interest rate risk exposure exists due to LabOne's liability of $18 million in industrial revenue bonds and $10 million line of credit. The interest expense incurred
on the bonds is based on a taxable seven day variable rate, which including letter of credit and remarketing fees, is approximately 6.2% as of October 31, 1999. The interest expense on the line
of credit is based on the 30 day LIBOR rate plus three quarters of one percent and is currently approximately 6.2%. This exposure is not considered material. Any future increase in interest
rates would result in additional interest expense and could result in a decision to enter into a long-term interest rate swap transaction.

12



## 

PART II. OTHER INFORMATION

Item 2.Changes in Securities



Item 4.Submission of Matters to a Vote of Securities Holders



Item 6.Exhibits and Reports on Form 8-K



A
form 8-K Current Report was filed with the Commission on August 11, 1999 reporting that the merger of
LabOne, Inc. into Lab Holdings, Inc. became effective August 10, 1999. The merger was approved by
the requisite vote of the stockholders of LabOneat its annual stockholders' meeting held August 9, 1999, and by the stockholders of Lab Holdings
at its annual stockholders' meeting held August 6, 1999.

A
form 8-K Current Report was filed with the Commission on August 23, 1999 reporting details of the merger of
LabOne, Inc. into Lab Holdings, Inc. and references to proforma financial information for the merged company.

A
form 8-K Current Report was filed with the Commission on September 30, 1999 reporting that
LabOne, Inc. has signed a letter of intent to acquire World Wide Health Services, Inc. of Voorhees, New Jersey. World Wide is a provider
of examination and information services to life and health insurers nationwide.

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## 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                        |  |              |  |                                                                                                           
|----------------------- |  | ------------ |  | ----------------------------------------------------------------------------------------------------------
|                        |  | LabOne, Inc.
|Date: November 11, 1999 |  | By           |  | /s/KURT E. GRUENBACHERKurt E. GruenbacherV.P. Finance, CAO and Treasurer                                  
|Date: November 11, 1999 |  | By           |  | /s/ROBERT D. THOMPSONRobert D. ThompsonExecutive V.P., Chief Operating Officer and Chief Financial Officer

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## QuickLinks

PART I. FINANCIAL INFORMATIONITEM 1Financial StatementsLab One , Inc. and Subsidiaries

Lab One , Inc. and SubsidiariesLab One , Inc. and Subsidiaries

Lab One , Inc. and SubsidiariesITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

PART II. OTHER INFORMATIONItem 2.Changes in Securities

SIGNATURES