filings.toolsCover and table of contents
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Cover and table of contents
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, 2019
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-12215
Quest Diagnostics Inc****orporated
| Delaware | 16-1387862 | ||||
| (State of Incorporation) | (I.R.S. Employer Identification Number) | ||||
| 500 Plaza Drive | |||||
| Secaucus, | NJ | 07094 | |||
| (973) | 520-2700 |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, $.01 par value | DGX | New 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 every Interactive Data File required to be submitted 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 such files).
Yes X No
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 | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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, 2019, the aggregate market value of the approximately 134 million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately $13.7 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, 2020, there were outstanding 133,455,068 shares of the registrant’s common stock, $.01 par value.
| Documents Incorporated by Reference | Part of Form 10-K into which incorporated |
| Document | |
| Portions of the registrant's Proxy Statement to be filed by April 29, 2020 | Part 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
i
The discussion in Item 1 below includes several defined terms:
ACA - Affordable Care Act
ACO - Accountable Care Organization
CAP - The College of American Pathologists
CLIA - Clinical Laboratory Improvement Act
CMS - Centers for Medicare and Medicaid Services
FDA - U.S. Food and Drug Administration
IDN - Independent Delivery Network (including hospital health systems)
IPA - Independent Physician Association
LAB Act - Laboratory Access for Beneficiaries Act
LDT - Laboratory-Developed Test
PAMA - The Protecting Access to Medicare Act of 2014
The discussion also includes several tables, indexed in the following guide.
| Guide to Tables | ||
| Services Portfolio | Table 1 | |
| Approaches to Accelerate Growth | Table 2 | |
| Key Professional Laboratory Services Offerings | Table 3 | |
| Clinical Franchises | Table 4 | |
| Consumer-Centric Initiatives | Table 5 | |
| Major Themes to Drive Operational Excellence | Table 6 | |
| Our Strengths | Table 7 | |
| Assets and Capabilities | Table 8 | |
| 2019 Net Revenues | Table 9 | |
| Clinical Testing Industry | Table 10 | |
| Key Trends | Table 11 | |
| Reducing Healthcare Costs and Improving Care | Table 12 | |
| Customers | Table 13 | |
| Potential Factors Considered When Selecting a Diagnostics Information Services Provider | Table 14 | |
| 2019 Medicare and Medicaid Revenues as % of Consolidated Net Revenues | Table 15 | |
| Key Regulatory Schemes | Table 16 | |
| Information Available at Our Corporate Governance Webpage | Table 17 | |
| Executive Officers | Table 18 |