A Dark Vector Cognition product

Cover and table of contents

9K characters. Original on sec.gov · Markdown

Cover and table of contents

10-K 1 dgx1231201710-k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2017

Commission File Number 001-12215

Quest Diagnostics Incorporated

500 Plaza Drive

Secaucus, New Jersey 07094

(973) 520-2700

Delaware

(State of Incorporation)

16-1387862

(I.R.S. Employer Identification Number)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassName of Each Exchange on Which Registered
Common Stock, $.01 par value per shareNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes No X

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer xAccelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company o
Emerging growth company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

As of June 30, 2017, the aggregate market value of the approximately 136 million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately $15.1 billion, based on the closing price on such date of the registrant's Common Stock on the New York Stock Exchange.

As of January 31, 2018, there were outstanding 135,637,852 shares of the registrant’s common stock, $.01 par value.

Documents Incorporated by ReferencePart of Form 10-K into which incorporated
Document
Portions of the registrant's Proxy Statement to be filed by April 30, 2018Part III

Such Proxy Statement, except for the portions thereof which have been specifically incorporated by reference, shall not be deemed “filed” as part of this report on Form 10-K.

TABLE OF CONTENTS

ItemPage
Item 1.Business1
Our Strategy and Strengths3
Business Operations14
The United States Clinical Testing Market17
General25
Billing and Reimbursement28
Regulation29
Available Information32
Executive Officers of the Company33
Item 1A.Risk Factors35
Cautionary Factors That May Affect Future Results43
Item 1B.Unresolved Staff Comments44
Item 2.Properties44
Item 3.Legal Proceedings45
Item 4.Mine Safety Disclosures45
Item 5.Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities46
Item 6.Selected Financial Data48
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations48
Item 7A.Quantitative and Qualitative Disclosures About Market Risk48
Item 8.Financial Statements and Supplementary Data48
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48
Item 9A.Controls and Procedures48
Item 9B.Other Information48
Item 10.Directors, Executive Officers and Corporate Governance49
Item 11.Executive Compensation49
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' Matters49
Item 13.Certain Relationships and Related Transactions, and Director Independence49
Item 14.Principal Accounting Fees and Services49
Item 15.Exhibits, Financial Statement Schedules50
Item 16.Form 10-K Summary51
Selected Historical Financial Data of Our Company54
Management's Discussion and Analysis of Financial Condition and Results of Operations59
Report of Management on Internal Control Over Financial Reporting78
Report of Independent Registered Public Accounting FirmF- 1
Consolidated Financial Statements and Related NotesF- 3
Supplementary Data: Quarterly Operating Results (unaudited)F- 44
Schedule II - Valuation Accounts and ReservesF- 46

i

Next: Item 1. Business