Quest Diagnostics (DGX) 10-K risk factor changes: FY2019 vs FY2018

| This Report also includes forward-looking statements that involve risks or uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below and elsewhere. See “Cautionary Factors that May Affect Future Results” on page [removed: [38](#s65F4018F235561578DDE63C8112F0380).] [added: [37](#s9BFA46F9D5DE55048EAB3FA7BACC82A9).] |

[removed: The] [added: The] U.S. healthcare system is evolving and medical laboratory testing market fundamentals are changing, and our business could be adversely impacted if we fail to [removed: adapt.][added: adapt.]

The U.S. healthcare system is evolving, in part in response to the [removed: passage of the ACA in 2010.][added: ACA.]

Significant change is taking place in the healthcare system, including as discussed above under the heading The [removed: United States] Clinical Testing Industry, beginning on page [removed: [13](#s083609E0150B106BC21A63C810146DDE).][added: [13](#sAE9943A72E4C5A85A7ED2264837D7EE7).]

[removed: Value-based] [added: For example, value-based] reimbursement is [removed: increasing;] [added: increasing (*e.g*., UnitedHealthcare's Preferred Lab Network);] CMS has set goals for value-based reimbursement to be achieved.

Healthcare industry participants are [added: evolving and] consolidating.

Healthcare services increasingly are being provided by non-traditional providers [removed: (e.g.,] [added: (*e.g*.,] physician assistants), in non-traditional venues [removed: (e.g.,] [added: (*e.g.*,] retail medical clinics, urgent care centers) and using new technologies [removed: (e.g.,] [added: (*e.g.*,] telemedicine, digital pathology).

In addition, we believe that [removed: medical laboratory] [added: clinical] testing market fundamentals are changing.

[removed: The] [added: The] clinical testing business is highly competitive, and if we fail to provide an appropriately priced level of service or otherwise fail to compete effectively it could have a material adverse effect on our revenues and [removed: profitability.][added: profitability.]

Digital [removed: pathology] [added: pathology, still in an emerging state,] is an example of this.

[removed: Government] [added: Government] payers, such as Medicare and Medicaid, have taken steps to reduce the utilization and reimbursement of healthcare services, including clinical testing [removed: services.][added: services.]

Pursuant to PAMA, [removed: which was implemented in 2018,] CMS promulgated revised reimbursement rate schedules for 2018 - 2020 for clinical laboratory testing services provided under Medicare.

Reimbursement rates for [added: many] clinical laboratory [removed: testing] [added: tests] were reduced in 2018 and [added: 2019 and] are scheduled to be reduced again by approximately 10% in [removed: each of 2019] [added: 2020 (rates,] and [removed: 2020.][added: reductions, vary by test).]

[removed: Health] [added: Health] plans and other third parties have taken steps to reduce the utilization and reimbursement of health services, including clinical testing [removed: services.][added: services.]

[removed: Government] [added: Government] payers and third parties, including health plans, may not recognize the value of, or compensate or reimburse us for, new and innovative [removed: solutions.][added: solutions.]

The adoption of these revised codes has resulted in limited coverage decisions on certain occasions, [removed: payment denials by some payers, and] new requirements for documentation to facilitate [removed: payment.][added: payment from certain payers and increased payment denials.]

[removed: Our] [added: Our] business operations and reputation may be materially impaired if we do not comply with privacy laws or information security [removed: policies.][added: policies.]

We are subject to laws and regulations regarding protecting the security and privacy of certain healthcare and personal information, including: (a) the federal Health Insurance Portability and Accountability Act and the regulations thereunder, which establish (i) a complex regulatory framework including requirements for safeguarding protected health information and (ii) comprehensive federal standards regarding the uses and disclosures of protected health information; (b) state [removed: laws;] [added: laws, including the California Consumer Privacy Act;] and (c) the European Union's General Data Protection Regulation.

[removed: Our] [added: Our] business could be negatively affected if we are unable to continue to improve our [removed: efficiency.][added: efficiency.]

[removed: Business] [added: Business] development activities are inherently risky and integrating our operations with businesses we acquire may be [removed: difficult.][added: difficult.]

We plan selectively to enhance our business from time to time through business development activities, such as acquisitions, [removed: licensing,] [added: licensing arrangements,] investments and alliances.

[removed: Each acquisition involves] [added: Acquisitions may involve] the integration of a separate company that has different systems, processes, policies and cultures.

Integration of acquisitions involves a number of risks including the diversion of management's attention to the assimilation of the operations of [added: assets or] businesses we have acquired, difficulties in the integration of operations and systems and the realization of potential operating synergies, the assimilation and retention of the personnel of the acquired [removed: companies,] [added: businesses,] challenges in retaining the customers of the combined businesses, and potential adverse effects on operating results.

The process of combining [removed: companies] [added: acquisitions] may be disruptive to our businesses and may cause an interruption of, or a loss of momentum in, such businesses as a result of the following difficulties, among others:

Even if we are able to successfully complete the integration of the operations of other [removed: companies] [added: assets] or businesses we may acquire in the future, we may not be able to realize all or any of the benefits that we expect to result from such integration, either in monetary terms or in a timely manner.

[removed: We] [added: We] are subject to numerous legal and regulatory requirements governing our activities, and we may face substantial fines and penalties, and our business activities may be impacted, if we fail to [removed: comply.][added: comply.]

We also are subject from time to time to [removed: qui tam] [added: *qui tam*] claims brought by former employees or other “whistleblowers.” The federal and state governments continue aggressive enforcement efforts against perceived healthcare fraud.

[removed: Our] [added: Our] business could be adversely impacted by the FDA's approach to [removed: regulation.][added: regulation.]

[removed: In late 2018, legislation was] [added: Legislation] introduced in Congress [removed: that] would enable the FDA to regulate LDTs, in vitro diagnostics, software and other items used in the diagnosis of disease.

If [removed: this] [added: the] legislation [removed: were to become] [added: becomes] law, the FDA could regulate diagnostic tests and components and platforms used as part of these tests.

If [removed: such] [added: the] legislation [removed: were to become] [added: becomes] law, it could have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new [removed: ways and] [added: ways, while] creating avenues of opportunity and competition regarding clinical laboratory testing.

Pursuant to the 21st Century Cures Act, the FDA issued [added: final] guidance regarding its position on the regulation of clinical decision software, which may be used [removed: in, or] in connection [removed: with,] [added: with] LDTs.

[removed: Failure] [added: Failure] to accurately bill for our services, or to comply with applicable laws relating to government healthcare programs, could have a material adverse effect on our [removed: business.][added: business.]

In addition, failure to comply with applicable laws relating to billing government healthcare programs may result in various consequences, including: [removed: (1) exclusion from participation in Medicare/Medicaid programs; (2) asset forfeitures; (3)] civil and criminal fines and [removed: penalties;] [added: penalties, exclusion from participation in governmental healthcare programs] and [removed: (4)] the loss of various licenses, certificates and authorizations necessary to operate our [added: business, as well as incur additional liabilities from third-party claims, all of which could have a material adverse effect on our] business.

[removed: Hardware] [added: Hardware] and software failures or delays in our information technology systems, including failures resulting from our systems conversions or otherwise, could disrupt our operations and cause the loss of confidential information, customers and business opportunities or otherwise adversely impact our [removed: business.][added: business.]

[removed: Despite the security measures we have implemented, our] [added: The] IT systems [added: that we rely on] may be subject to unauthorized tampering, [removed: cyber attack] [added: cyberattack] or other security [removed: breach.][added: breach.]

Our IT systems are [removed: also] subject to potential [removed: cyber attacks] [added: cyberattacks, tampering] or other security breaches.

In December 2016, we reported that an internet application on our IT network had been the target of an external [removed: cyber attack,] [added: cyberattack,] resulting in the theft of certain patient data.

[removed: In addition] [added: From time] to [removed: the data breach reported in December 2016,] [added: time,] our IT systems [removed: from time to time] have experienced other attacks, viruses, attempted intrusions or similar problems, but each was mitigated.

Although the Company has robust security measures implemented, which are monitored and routinely tested both by internal resources and external parties, cyber threats [added: against us or our third party providers] continue to evolve and are often not recognized until such attacks are launched against a potential target.

Several federal courts have recently issued determinations that portions of the ACA are unconstitutional; those rulings are net yet final.

We believe that PAMA-driven reimbursement pressure is negatively impacting access to care and hurting the clinical testing industry, and remains a catalyst for structural change in the market.

We also believe that our expanded health plan network access and increased health plan focus on driving better value in laboratory testing services will reduce variation in spending on these services.

We also believe that ongoing consumerization in healthcare, with increased cost being borne by consumers, is sharpening focus on price disparities.

One example of this is increased use of prior authorization requirements.

In late 2019, the LAB Act became law.

The LAB Act provides an opportunity for reforms to PAMA by delaying PAMA's next data collection and reporting period until January 1, 2021 and by ordering a study to determine ways to improve future collection of more representative market rate data under PAMA.

Acquisitions are not all the same (*e.g.*, asset acquisitions differ from acquisitions of equity interests); different acquisitions offer different risks.

| • | increases to our administrative, billing or other operating costs; |

| • | decreases to the amount of reimbursement related to diagnostic information services performed; |

| • | adverse affects to important business relationships with third parties; |

Certain violations of these laws may also provide the basis for a civil remedy under the federal False Claims Act, including fines and damages of up to three times the amount claimed.

The *qui tam* provisions of the federal False Claims Act and similar provision in certain state false claims acts allow private individuals to bring lawsuits against healthcare companies on behalf of government payers, private payers and/or patients alleging inappropriate billing practices.

The federal or state government may bring claims based on our current practices, which we believe are lawful.

The federal and state governments have substantial leverage in negotiating settlements since the amount of potential damages and fines far exceeds the rates at which we are reimbursed, and the government has the remedy of excluding a non-compliant provider from participation in the Medicare and Medicaid programs.

We believe that federal and state governments continue aggressive enforcement efforts against perceived healthcare fraud.

Legislative provisions relating to healthcare fraud and abuse provide government enforcement personnel with substantial funding, powers, penalties and remedies to pursue suspected cases of fraud and abuse.

On June 3, 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”), informed the Company and Optum360 LLC, which provides revenue management services to the Company, about a data security incident involving AMCA (the “AMCA Data Security Incident”).

AMCA (which provided debt collection services for Optum360) informed the Company and Optum360 that AMCA had learned that an unauthorized user had access to AMCA’s system between August 1, 2018 and March 30, 2019.

AMCA first informed the Company of the AMCA Data Security Incident on May 14, 2019.

AMCA’s affected system included financial information (*e.g*., credit card numbers and bank account information), medical information and other personal information (*e.g*., social security numbers).

Test results were not included.

Neither Optum360’s nor the Company’s systems or databases were involved in the incident.

AMCA has also informed us that information pertaining to other laboratories’ customers was also affected.

We also have taken, and will continue to take, measures to assess the cybersecurity protections used by our third-party providers.

Other companies or individuals, including our competitors, may obtain patents or other property rights on tests or processes that we may be performing, that could prevent, limit or interfere with our ability to develop, perform or sell our tests or operate our business.

reimbursement and marketing of services; and challenges based on differing languages and cultures.

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A federal court has recently determined that the ACA is unconstitutional; that ruling has been appealed.

For example, ACOs, IDNs and patient-centered medical homes have grown as a means to deliver patient care.

We believe that PAMA-driven reimbursement pressure will induce structural change; that health plan approaches to laboratory testing services will reduce variation in spending on these services and benefit providers like Quest; and that growing consumerization in healthcare is sharpening focus on price disparities.

In 2018, CMS finalized a national coverage determination for next-generation sequencing cancer panels.

Under the determination, tests that gain FDA approval or clearance as an in vitro companion diagnostic will automatically receive full coverage, provided other coverage criteria are met.

Coverage determinations for other diagnostic laboratory tests using next-generation sequencing will be made by Medicare Administrative Contractors.

Clinical laboratory services providers are discussing this determination and others with CMS and Medicare Administrative Contractors to attempt to ensure that such providers can continue to provide these essential diagnostic services, but those discussions may not be successful.

Moreover, even when an investigation is resolved favorably, the process may be time-consuming and the legal costs and diversion of management focus may be extensive.

including some non-routine and advanced testing.

commercial clinical laboratory, such as (1) point-of-care testing that can be performed by physicians in their offices, (2) advanced testing that can be performed by hospitals in their own laboratories or (3) home testing that can be carried out without requiring the services of clinical laboratories.

| See page [removed: [53](#sA0AD8731CEA2A348DA2663C7FF4AC35A).] [added: [57](#s107ACC6BBC625700B094E19EEDA594C3).] |

During [removed: 2018,] [added: 2019,] we generated net revenues of [removed: $7.5] [added: $7.7] billion.

Additional financial information concerning Quest Diagnostics, including our consolidated subsidiaries and businesses, for each of the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] is included in the consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

[removed: ][added: ]

[removed: OUR STRATEGY][added: OUR STRATEGY]

We have a two-point business strategy, reviewed by our Board of [removed: Directors and most recently updated at our Investor Day in November 2018,] [added: Directors,] to achieve our vision and our goals.

[removed: ][added: ]

[removed: Accelerate Growth][added: Accelerate Growth]

[added: |] Our strategy to accelerate revenue growth is based on [removed: looking at] the Company’s portfolio of [removed: services, from the perspective of growth, as discussed in the following table.][added: services. | | | |]

| [removed: Table 1 -] [added: Services] Portfolio [removed: Growth] [added: (Table 1)] | | | |

| [removed: Theme] [added: Activity] | [removed: Key Characteristics] [added: Key Characteristics] | [removed: At] [added: At] A [removed: Glance] [added: Glance] | [removed: Quest] [added: Quest] Value [removed: Proposition] [added: Proposition] |

| General Diagnostics | Testing services generating strong cash flows and steady growth | [added: •] Routine and non-routine testing services [added: •] Largest revenue stream [added: •] Essential portion of health care delivery | [added: •] Scale [added: •] Operational excellence [added: •] Access and convenience |

| Advanced Diagnostics | Testing services [removed: providing] [added: targeting] faster growth through innovation testing model | [added: •] Genetic and advanced molecular testing services [added: •] An important part of precision medicine [removed: A growing set of unique, innovation-based] [added: • Innovation-based] competitors | [added: •] Rich clinical, scientific and medical innovation expertise [added: •] Quality and reliability of new assays [added: •] Ability to manage potential new regulatory requirements |

| Diagnostic Services | Laboratory and data-related healthcare opportunities [removed: providing] [added: targeting] faster growth | [added: •] Enables partners to deliver health care more efficiently [removed: (e.g.,] [added: (*e.g.*,] risk assessment; Professional Laboratory Services; wellness) [added: •] Services to support population health [removed: (e.g.,] [added: (*e.g.*,] data analytics; extended care services) | [added: •] Extensive diagnostic capability [added: •] Large and growing database and analytics expertise [added: •] Partnerships with industry leaders across healthcare landscape |

[removed: The Company has] [added: | We have] identified the following five approaches to accelerate growth. [added: |]

| [removed: Table 2 - Approaches] [added: Approaches] to Accelerate Growth [added: (Table 2)] |

| [removed: Plus] [added: *Plus] organic growth [removed: through:] [added: through:*] |

| 4. Being recognized as the consumer-friendly provider of [added: choice of] diagnostic information services |

[removed: The Company has] [added: Growing through acquisitions.* We have] maintained a strategy since November [removed: 2012] [added: 2018] to grow revenue each year by [removed: a 1-2%] [added: more than 2%] compound annual growth rate through accretive, strategic acquisitions.

[removed: The Company's] [added: Our] approach to acquisitions is discussed below [removed: on page 7,] under the heading Deliver disciplined capital [removed: deployment.][added: deployment*.*]

Partnering with health plans, IDNs and other risk bearing [added: entities.* To help accelerate growth, we focus on large opportunities to partner with outside] entities.

[removed: In 2018,] [added: Effective January 1, 2019,] the Company established a long-term strategic partnership with UnitedHealthcare, including collaborating on a variety of value-based programs, became a preferred provider to Horizon Blue Cross Blue Shield of New Jersey [removed: (with the exception of its managed Medicaid and Dual Eligible Special Needs plan beneficiaries)] [added: for most products] and became a participating provider to Blue Cross Blue Shield of Georgia.

[removed: Through our] [added: | Our industry-leading] Professional Laboratory Services [removed: offerings, we have developed a full] suite of solutions [removed: to] help IDNs build and execute their laboratory [removed: strategy.][added: strategy, improve quality, reduce the cost of care and focus on core competencies. | |]

We believe that [added: the growing] market [removed: forces] [added: challenges faced by IDNs,] including continued price transparency, cost and utilization pressure, evolving healthcare payment models, capital needs, changing technology and limited [removed: resources] [added: resources, provides us with an opportunity to more effectively partner with them as they consider their laboratory testing strategy and] will drive demand for our expertise.

| [removed: Table 3 - Key] [added: Key] Professional Laboratory Services Offerings [added: (Table 3)] | |

[removed: Offering] [added: *Offering] the broadest access to diagnostic [removed: innovation.][added: innovation.* Our diagnostic solutions deliver high clinical value to the medical community nationwide.]

[removed: Our diagnostic solutions deliver high clinical value to the medical community across the U.S.] We create value through scientific and product innovation and solution delivery for major clinical opportunities.

[added: |] Our clinical [removed: franchises, working] [added: franchises enable us to perform like a boutique while maintaining our scale advantages, and work] with our research and development [removed: team, focus on these opportunities] and [removed: coordinate with our] commercial [removed: organization] [added: organizations] to [removed: deliver] [added: identify/deliver] new and improved solutions. [added: | |]

| [removed: Table 4 - Clinical] [added: Clinical] Franchises [added: (Table 4)] | |

[removed: Our 2018 introduction of Cardio IQ® Insulin Resistance Panel with Score and familial hypercholesterolemia in the cardiometabolic and endocrine area, the] [added: The continued] growth of [added: our] tuberculosis [added: and sexually transmitted disease] testing in our infectious [removed: diseases] [added: disease] and immunology [removed: offerings and the continued growth of our] [added: offerings,] prescription drug monitoring and toxicology [added: testing, HemePath blood cancer] testing [added: and Cardio IQ® testing] are [removed: recent] examples of the power of our clinical franchises to [removed: deliver new solutions and] foster [removed: growth.][added: growth in 2019.]

[removed: Being] [added: *Being] recognized as the consumer-friendly provider of [added: choice of] diagnostic information [removed: services.][added: services*.]

[removed: Those desires] [added: | Increasing consumer expectations] inform our design for our consumer experience. [added: | |]

[removed: our quality] [added: *Our services.* We are the world's leading provider of] diagnostic information services.

[removed: We have multiple consumer-centric initiatives, highlighted in table 5, focused on securing growth.][added: | Consumer-Centric Initiatives (Table 5) | |]

| [removed: Enhance patient] [added: Enhanced consumer] experience | • Electronic check-in at patient service centers. • Improved on-line pre-registration and appointment scheduling. • Real-time payment determination for [removed: additional] payers. |

| [removed: Expand convenient] [added: Convenient] access | • Partnerships with Walmart [removed: Stores] and Safeway to expand convenient access to testing services at select Walmart and Safeway locations across the United [removed: States; the number of] [added: States (>200] locations [removed: significantly increased in 2018 to over 200.] [added: at year end).] |

| Consumer-initiated testing | • QuestDirectTM, our consumer-initiated testing service, is [removed: now] available in [removed: 48] [added: nearly all] states. • Consumers can choose from [removed: 35] test packages [removed: including] [added: (*e.g.*,] general health, men's and women's health, digestive health, heart health, infectious [removed: disease and] [added: disease,] sexually transmitted [removed: disease testing.] [added: disease) expanded in 2019 to include testing for Lyme disease.] |

| [removed: Expand consumer] [added: Consumer] connectivity and access to information | • [removed: >6.5] [added: >8.7] million registered users in our MyQuest® health portal and mobile connectivity solution. [removed: Implemented MyQuest Advanced Access®, which enables patients to access their historical laboratory test results and trends.] • [removed: Patients can manage healthcare for a circle of individuals and receive personal appointment reminders via text messaging. •] MyQuest® [removed: now] supports Health Records using the Apple Health app. [added: • Using MyQuest,® consumers can manage healthcare for a group of individuals.] |

| [removed: Expand] [added: Expanded] access to basic health care services | • [removed: Launched partnership] [added: Partnership] with Walmart [removed: Stores] to expand access to basic health care services. |

| Self-collection technology | • [removed: Launched proprietary,] [added: Proprietary,] consumer-friendly self-collection technology [added: offered] to [removed: engage] consumers at home. |

| [removed: Expand consumer] [added: Consumer] awareness | • Multi-year global collaboration with [removed: AncestryDNA] [added: Ancestry] to provide genotyping test services. |

INTRODUCTION

Our vision, aspirational goals and values are set forth below.

We believe that our vision, aspirational goals and strategy (discussed below) align very well with, and our strong value proposition supports, the triple aim of healthcare: improving medical quality and the patient experience while reducing the cost of care.

*1.

*2.

Effective July 1, 2019, the Company was selected to be one of only five lab companies named participants in the UnitedHealthcare Preferred Lab Network, meeting exceptional criteria for access, cost, data, quality and service.

In 2019, we implemented new Professional Laboratory Services relationships with Catholic Health Services of Long Island and Regional Medical Center of Orangeburg, S.C.

We are focused on the consumer.

| Consumer reminders | • Consumers whose physicians have ordered a test for them electronically can receive email reminders to complete the test. • Consumers who have made appointments can receive appointment reminders via text messaging. |

| Consumer satisfaction | • We are measuring consumer satisfaction, including Net Promoter Score based on experience at our patient service centers. |

Our 2019 introduction of Quest Lab StewardshipTM, an innovative new service that employs machine learning to help optimize laboratory test utilization, is an example of our offerings.

For example, we continued to drive productivity improvements (*e.g.*, improved electronic order rates; increased electronic enabling of our workflow) across logistics, consumer services and lab services, enabling us to reduce our overall costs per lab requisition.

In addition, we are consolidating and simplifying our immunoassay platforms, moving to a single supplier to provide greater throughput, autonomy and a more efficient footprint.

Also, we are optimizing our lab network through investments in our new 250,000 square foot flagship laboratory under construction in Clifton, New Jersey, which will provide greater capacity, increased throughput and improved productivity.

| Our Strengths (Table 7) | |

| Quality | Strong Operating Principles |

| Assets and Capabilities to Deliver Value | Health Information Technology Solutions and Information Assets |

| Innovation | Medical and Scientific Expertise |

| Collaboration | Customer Focus |

Being chosen by UnitedHealthcare as a participant in the UnitedHealthcare Preferred Lab Network reflects the strength of our quality.

For additional information about our commitment to quality, see "General - Quality Assurance" on page 21.

We have a foundation of three strong operating principles:

| We use our unmatched size, scale and capabilities to deliver a very attractive value proposition to our customers. | |

| *Logistics* | ● Strong logistics capabilities • make approximately 76,000 stops daily • approximately 4,000 courier vehicles • 23 aircraft serving the U.S. |

| *Other Healthcare Professionals* | ● Approximately 22,000 phlebotomists, paramedics, nurses and other health and wellness professionals |

| *Processing Volume* | ● Processed approximately 175 million test requisitions in 2019 |

| *Range of Testing* | ● Industry-leading test menu |

| *Patents* | ● Own or control approximately 1100 issued and 500 pending patents worldwide in 2019 |

We endeavor to improve test processes, including through increased automation.

Further, we seek innovative solutions to other challenges related to diagnostics information services faced by IDNS, health plans and other health care market participants.

In 2019, the Company initiated a strategic collaboration with hc1, the bioinformatics leader in precision testing, to introduce our Quest Lab StewardshipTM offering.

The Company also became a designated laboratory in the National Cancer Institute - Molecular Analysis for Therapy Choice (NCI-MATCH) precision medicine trial, the largest precision medicine trial of its kind, which is being co-led by the National Cancer Institute and the ECOG-ACRIN Cancer Research Group.

They also publish research that demonstrates

The Company also publishes Quest Diagnostics Health Trends,TM a series of scientific reports that provide insights into health topics, based on analysis of objective clinical laboratory data, to empower better patient care, population health management and public health policy.

We are a founding member of the Synaptic Healthcare Alliance, which is working to create a platform, powered by blockchain technology, that enables a culture of innovation, removes friction and solves shared challenges impacting constituents across healthcare today.

The customer is at the center of everything we do; we strive to give them reason to put their trust in us.

Our solutions enable employers to leverage screening insights to identify chronic disease risks, connect employees to needed in-network care, and empower better health.

We offer an array of population health solutions.

We also offer sports teams, including at the professional and collegiate levels, our BluePrint for Athletes® performance tools, based on biomarker testing, designed to optimize high-level athletic performance through actionable insights.

Our service provides the context for athletes to consider performance variables holistically, including nutritional education and intervention, maximum fitness, injury assessment and training load monitoring as well as sophisticated biometric analysis.

OVERVIEW, VISION, GOALS AND VALUES

We have the following vision, goals and values.

1.

Growing through acquisitions.

At our Investor Day in November 2018, we announced that, in view of key trends in the clinical testing industry (see the discussion of Key Trends on page13, our strategy now is to generate a compound annual growth rate of more than 2%.

2.

To help accelerate growth, we are focusing significant resources on large opportunities to partner with outside entities.

We are deepening our relationships with health plans.

We attempt to build strong partnerships with health plans through engagement, including of the plans, employers, members and clinicians.

As a result, the Company began 2019 with access to more than 43 million additional insured lives.

We believe that the growing challenges faced by IDNs provides us with an opportunity to more effectively partner with IDNs as they reconsider their laboratory testing strategy.

Our industry-leading offering, highlighted in table 3 below, enables IDNs to improve quality, reduce the cost of care and focus on core competencies.

In 2018, we implemented a new Professional Laboratory Services relationship with Regional Medical Center Health System, a regional health care provider for a five-county service area in northeast Alabama.

The 2018 acquisitions of the U.S. laboratory services business of Oxford Immunotec, Inc. (adding the T-SPOT.TB tuberculosis and Accutix® tick-borne disease testing services to our portfolio of innovative infectious disease testing services) and ReproSource (a national leader in specialty fertility diagnostic services) demonstrate our commitment to expand the reach of diagnostic innovation.

Our franchises, listed in table 4 below, are designed to enable us to perform like a boutique service provider while maintaining the advantages of our scale, and to identify and access growing market segments so that we can more wisely deploy our resources and target opportunities to best serve our customers and patients.

Consumers expect more from their healthcare providers.

They seek convenience, a superior and personalized experience relevant to their needs, and to be empowered to make their own healthcare decisions.

We plan to continue to increase our retail presence, improve the consumer experience and offer consumers the ability to directly access

We are a leader in unaided consumer brand awareness among lab services providers and have a high level of satisfaction among patients who have used our services.

| Table 5 - Recent Consumer-Centric Initiatives | |

| Expand sports diagnostics offering | • Continued enhancement and expansion of our Blueprint for Athletes® offerings. |

Supporting population health with data analytics and extended care services.

We pursue opportunities to provide solutions centered on evidence-supported standards of care and guideline mandated testing.

Our offerings include data analytics and extended care services, including services designed to capture and document information.

Our services leverage the power of our information assets and integrate our extensive clinical data, to offer solutions using data information services and strategies that enable our customers to deliver the most effective healthcare to the right populations and individuals.

In 2018, we acquired Mobile Medical Examination ServiceTM, LLC, a leading national provider of home-based health risk assessments and related services with a network of mobile professionals, expanding the services that we provide and strengthening our capabilities to help close gaps in care.

We are focusing on the following major themes to drive operational excellence.

For example, we completed outfitting our patient service centers with electronic patient check-in, significantly increased the number of health plans using real-time estimation of consumer bills, standardized multiple test platforms (e.g., prescription drug monitoring and hematology) and commenced construction of our new 250,000 square foot flagship laboratory in Clifton, New Jersey.

We exited 2017 with total run-rate savings in excess of $1.3 billion, compared to 2011.

We are the world's leading provider of diagnostic information services.

We believe that our customers prefer providers that offer a comprehensive and innovative range of tests and services and convenient access to those services.

We believe that, by offering such services, we strengthen our market offering, market position and reputation.

Our strengths are discussed below.

We have a foundation of three strong operating principles: strengthen organizational capabilities; remain focused on diagnostic information services; and deliver disciplined capital deployment.

In 2016, we completed our efforts to refocus on these services when we concluded the disposition of our products business.

Since 2012, our asset dispositions, including the 2018 sale of our diagnostic information services business in India, collectively generated approximately $1 billion of proceeds.

In 2018, we consummated seven acquisitions, including Mobile Medical Examination Services, LLC (a leading national provider of home-based health risk assessments and related services) and the U.S. laboratory services business of Oxford Immunotec, Inc. (adding the T-SPOT.TB tuberculosis and Accutix® tick-borne disease testing services to our portfolio of innovative infectious disease testing services).

We have unmatched size, scale and capabilities.

Competitors differ in the services they provide and the reimbursement they receive.

We take advantage of our scale, and through the quality and breadth of services that we offer, the manner in which we offer them and the reimbursement that we receive for them, we focus on delivering value to our customers.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: Annual Report Pursuant to Section] [added: ☒ ANNUAL REPORT PURSUANT TO SECTION] 13 [removed: or 15(d) of][added: OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934]

[removed: the Securities Exchange Act of 1934][added: ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934]

[removed: For] [added: For] the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2018][added: 2019]

[removed: Commission] [added: Commission] File [removed: Number 001-12215][added: Number 001-12215]

[removed: Quest] [added: Quest] Diagnostics [removed: Incorporated][added: Incorporated]

[removed: 500] [added: | 500] Plaza [removed: Drive][added: Drive | | | | | |]

[removed: Secaucus, New Jersey 07094][added: | Secaucus, | NJ | 07094 | | | |]

[removed: (973) 520-2700][added: | (973) | 520-2700 | | | | |]

[removed: Delaware][added: | Delaware | | | | | 16-1387862 |]

[removed: (I.R.S.] [added: | (State of Incorporation) | | | | | (I.R.S.] Employer Identification [removed: Number)][added: Number) |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | [added: |]

| [removed: Title] [added: *Title] of Each [removed: Class] [added: Class*] | [removed: Name] [added: *Trading Symbol(s)* | *Name] of Each Exchange on Which [removed: Registered] [added: Registered*] |

| Common Stock, $.01 par value [removed: per share] | [added: DGX |] New York Stock Exchange |

| [removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:] [added: Act:] | None |

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted [removed: 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 [removed: and post] such files).

| Large accelerated filer [removed: x] | [added: ☒ |] Accelerated filer [removed: o] | [added: ☐ |]

| Non-accelerated filer [removed: o] | [added: ☐ |] Smaller reporting company [removed: o] | [added: ☐ |]

| [added: |] Emerging growth company [removed: o] | [added: ☐] | [added: |]

As of June 30, [removed: 2018,] [added: 2019,] the aggregate market value of the approximately [removed: $136] [added: 134] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $14.9] [added: $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, [removed: 2019,] [added: 2020,] there were outstanding [removed: 134,261,768] [added: 133,455,068] shares of the registrant’s common stock, $.01 par value.

| [removed: Documents] [added: Documents] Incorporated by [removed: Reference] [added: Reference] | [removed: Part] [added: Part] of Form 10-K [removed: into which incorporated] [added: into which incorporated] |

| [removed: Document] [added: Document] | |

| Portions of the registrant's Proxy Statement to be filed by April [removed: 30, 2019] [added: 29, 2020] | Part III |

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | [removed: Item] [added: Item] | [removed: Page] [added: Page] |

| Item 1. | [removed: [Business](#s3F35FA6B0B1FF7FBA7FA63C80F8FF1D1)] [added: [Business](#s1036869F4DC15D999CEFB44A7924DD5A)] | [removed: [1](#s3F35FA6B0B1FF7FBA7FA63C80F8FF1D1)] [added: [1](#s1036869F4DC15D999CEFB44A7924DD5A)] |

| | [Our [removed: Strategy](#s403F7F8E5381B1C7062463C80FC1609F)] [added: Strategy](#sA444BCFC1A2C5D75A043CB1570276156)] | [removed: [2](#s403F7F8E5381B1C7062463C80FC1609F)] [added: [2](#sA444BCFC1A2C5D75A043CB1570276156)] |

| | [Our [removed: Strengths](#sb1c85575f98d4ada862b8cad9678cdc1)] [added: Strengths](#s4DE30FDF7F2C536BB24B7ADE0C33A4CC)] | [removed: [6](#sb1c85575f98d4ada862b8cad9678cdc1)] [added: [7](#s4DE30FDF7F2C536BB24B7ADE0C33A4CC)] |

| | [Business [removed: Operations](#s2C8D45301F8F3E44036663C80FF8D88C)] [added: Operations](#sBB2BF62C6D265C4BBB5184ADC7AF6809)] | [removed: [10](#s2C8D45301F8F3E44036663C80FF8D88C)] [added: [10](#sBB2BF62C6D265C4BBB5184ADC7AF6809)] |

| | [The [removed: United States] Clinical Testing [removed: Industry](#s083609E0150B106BC21A63C810146DDE)] [added: Industry](#sAE9943A72E4C5A85A7ED2264837D7EE7)] | [removed: [13](#s083609E0150B106BC21A63C810146DDE)] [added: [13](#sAE9943A72E4C5A85A7ED2264837D7EE7)] |

| | [Available [removed: Information](#s7B3EA78D3FE7E63F494E63C810BBF719)] [added: Information](#s94A5ABA2555E5F27B344ABC186C0E6C3)] | [removed: [27](#s7B3EA78D3FE7E63F494E63C810BBF719)] [added: [26](#s94A5ABA2555E5F27B344ABC186C0E6C3)] |

| Item 1A. | [Risk [removed: Factors](#sA8FB8BEFF6E33F0C9B9263C8110E5851)] [added: Factors](#s75258B3BF45C5E8D81D018AEA39F022E)] | [removed: [30](#sA8FB8BEFF6E33F0C9B9263C8110E5851)] [added: [28](#s75258B3BF45C5E8D81D018AEA39F022E)] |

| | [Cautionary Factors That May Affect Future [removed: Results](#s65F4018F235561578DDE63C8112F0380)] [added: Results](#s9BFA46F9D5DE55048EAB3FA7BACC82A9)] | [removed: [38](#s65F4018F235561578DDE63C8112F0380)] [added: [37](#s9BFA46F9D5DE55048EAB3FA7BACC82A9)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s3542F05B0FDE4281562763C811616825)] [added: Comments](#sEBE9BEE4C3F355B2B027F335A84A5900)] | [removed: [39](#s3542F05B0FDE4281562763C811616825)] [added: [38](#sEBE9BEE4C3F355B2B027F335A84A5900)] |

| Item 2. | [removed: [Properties](#sB90055B488F976AB50D963C81183BD30)] [added: [Properties](#s3D133A02306B56CB8C28413079951CB4)] | [removed: [39](#sB90055B488F976AB50D963C81183BD30)] [added: [38](#s3D133A02306B56CB8C28413079951CB4)] |

| Item 3. | [Legal [removed: Proceedings](#sDB14F69237EA53B9656D63C811B418C4)] [added: Proceedings](#sCC72B147E1135BAF95140DC9B8C4D0CB)] | [removed: [40](#sDB14F69237EA53B9656D63C811B418C4)] [added: [39](#sCC72B147E1135BAF95140DC9B8C4D0CB)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s15A06BB01F22F3E43B0063C811D6B9F5)] [added: Disclosures](#sE45E1480872F5E4A90826287C992624F)] | [removed: [40](#s15A06BB01F22F3E43B0063C811D6B9F5)] [added: [39](#sE45E1480872F5E4A90826287C992624F)] |

Or

For the transition period from __________ to __________

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | |

| --- | --- | --- | --- |

| | | | |

| | | |

| --- | --- | --- |

| | | |

| | [Introduction](#sE4E57A2875F359D8A8C94003BB9816FD) | [1](#sE4E57A2875F359D8A8C94003BB9816FD) |

| | [General](#s7B43E874BCD15C3FAD60F68CF35B6C56) | [21](#s7B43E874BCD15C3FAD60F68CF35B6C56) |

| | [Regulation](#s4DCB2F8CF4AF520CA62E17792C4FB328) | [23](#s4DCB2F8CF4AF520CA62E17792C4FB328) |

| | [Information about Our Executive Officers](#s84825D462C0C5AD197B4F640591943FE) | [26](#s84825D462C0C5AD197B4F640591943FE) |

LAB Act - Laboratory Access for Beneficiaries Act

| | | |

| --- | --- | --- |

| | | |

| Our Strengths | Table 7 | |

10-K 1 dgx1231201810-k.htm 10-K

(State of Incorporation)

16-1387862

| | |

| --- | --- |

| | |

| | |

| --- | --- |

| | |

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.

\[X\]

| | |

| --- | --- |

| | |

| | [Overview, Vision, Goals and Values](#sda0721190850436783cafa6a1621919f) | [1](#sda0721190850436783cafa6a1621919f) |

| | [General](#s9E63138EB95BA85BA30E63C810356FCA) | [21](#s9E63138EB95BA85BA30E63C810356FCA) |

| | [Regulation](#s9C364E77DA1377F3558563C81088C205) | [24](#s9C364E77DA1377F3558563C81088C205) |

| | [Executive Officers of the Company](#sBEBB0D853B07ED94ABDF63C810DB4877) | [28](#sBEBB0D853B07ED94ABDF63C810DB4877) |

We believe that if we were unable to renew a lease on any of our facilities, we could find alternative space at competitive market [removed: rates and relocate our operations to such new location without material disruption to our business.]

| [removed: Location] [added: Location] | | [removed: Leased] [added: Leased] or [removed: Owned] [added: Owned] |

| Teterboro, New Jersey (laboratory) | | [removed: Owned] [added: Leased] |

rates and relocate our operations to such new location without material disruption to our business.

[removed: PART II][added: PART II]

Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of February 1, [removed: 2019,] [added: 2020,] we had approximately [removed: 2,600] [added: 2,500] record holders of our common stock; we believe that the number of beneficial holders of our common stock exceeds the number of record holders.

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the fourth quarter of [removed: 2018.][added: 2019.]

| [removed: ISSUER] [added: ISSUER] PURCHASES OF EQUITY [removed: SECURITIES] [added: SECURITIES] | | | | | | | | | | | | | | |

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number [removed: of Shares Purchased] [added: of Shares Purchased] | | | [removed: Average Price Paid] [added: Average Price Paid] per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs] | | | [removed: Approximate Dollar] [added: Approximate Dollar] Value [removed: of Shares] [added: of Shares] that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the [removed: Plans or Programs (in thousands)] [added: Plans or Programs (in thousands)] | | |

| (A) | Since the share repurchase program's inception in May 2003, our Board of Directors has authorized [removed: $8.0] [added: $9] billion of share repurchases of our common stock through December 31, [removed: 2018.] [added: 2019.] The share repurchase authority has no set expiration or termination date. |

[removed: Performance Graph][added: Performance Graph]

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2013] [added: 2014] based on the market price of the Company's common stock and assuming reinvestment of dividends, with the cumulative total shareholder return of companies on the Standard & Poor's 500 Stock Index and the S&P 500 Healthcare Equipment & Services Index.

[removed: ][added: ]

| | | [removed: Closing] [added: Closing] DGX [removed: Price] [added: Price] | | | | [removed: Total] [added: Total] Shareholder [removed: Return] [added: Return] | | | | | | | | | [removed: Performance] [added: Performance] Graph [removed: Values] [added: Values] | | | | | | | | | | |

| [removed: Date] [added: Date] | | | [removed: DGX] [added: DGX] | | | [removed: S&P 500] [added: S&P 500] | | | [removed: S&P] [added: S&P] 500 [removed: H.C.] [added: H.C.] | | | [removed: DGX] [added: DGX] | | | | [removed: S&P 500] [added: S&P 500] | | | | [removed: S&P] [added: S&P] 500 [removed: H.C.] [added: H.C.] | | | | | |

| 12/31/2015 | | $ | 71.14 | | | 8.35 | % | | 1.38 | % | | 6.89 | % | | $ | [removed: 138.75] [added: 108.35] | | | $ | [removed: 115.26] [added: 101.38] | | | $ | [removed: 133.97] [added: 106.89] | |

| [removed: 12/30/2016] [added: 12/31/2016] | | $ | 91.90 | | | 31.89 | % | | 11.96 | % | | (2.69 | )% | | $ | [removed: 183.01] [added: 142.91] | | | $ | [removed: 129.05] [added: 113.51] | | | $ | [removed: 130.37] [added: 104.01] | |

| [removed: 12/29/2017] [added: 12/30/2017] | | $ | 98.49 | | | 9.16 | % | | 21.83 | % | | 22.08 | % | | $ | [removed: 199.77] [added: 156.00] | | | $ | [removed: 157.22] [added: 138.29] | | | $ | [removed: 159.15] [added: 126.98] | |

| [removed: 12/31/2018] [added: 12/29/2018] | | $ | 83.27 | | | (13.84 | )% | | (4.38 | )% | | 6.47 | % | | $ | [removed: 172.12] [added: 134.41] | | | $ | [removed: 150.33] [added: 132.23] | | | $ | [removed: 169.44] [added: 135.19] | |

| October 1, 2019 – October 31, 2019 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 361,966 | | | $ | 101.22 | | | 361,966 | | | $ | 405,493 | |

| Employee Transactions (B) | | 536 | | | $ | 104.19 | | | N/A | | | N/A | | |

| November 1, 2019 – November 30, 2019 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 947,325 | | | $ | 103.32 | | | 947,325 | | | $ | 1,307,613 | |

| Employee Transactions (B) | | 164 | | | $ | 102.48 | | | N/A | | | N/A | | |

| December 1, 2019 – December 31, 2019 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 617,067 | | | $ | 106.11 | | | 617,067 | | | $ | 1,242,138 | |

| Employee Transactions (B) | | 769 | | | $ | 107.25 | | | N/A | | | N/A | | |

| Share Repurchase Program (A) | | 1,926,358 | | | $ | 103.82 | | | 1,926,358 | | | $ | 1,242,138 | |

| Employee Transactions (B) | | 1,469 | | | $ | 105.60 | | | N/A | | | N/A | | |

| 12/31/2019 | | $ | 106.79 | | | 31.15 | % | | 31.49 | % | | 20.82 | % | | $ | 176.27 | | | $ | 173.86 | | | $ | 163.34 | |

| October 1, 2018 – October 31, 2018 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 130,414 | | | $ | 92.01 | | | 130,414 | | | $ | 755,124 | |

| Employee Transactions (B) | | 797 | | | $ | 103.14 | | | N/A | | | N/A | | |

| November 1, 2018 – November 30, 2018 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 482,952 | | | $ | 95.24 | | | 482,952 | | | $ | 709,126 | |

| Employee Transactions (B) | | 714 | | | $ | 96.06 | | | N/A | | | N/A | | |

| December 1, 2018 – December 31, 2018 | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | 1,365,222 | | | $ | 85.70 | | | 1,365,222 | | | $ | 592,126 | |

| Employee Transactions (B) | | 1,902 | | | $ | 82.74 | | | N/A | | | N/A | | |

| Share Repurchase Program (A) | | 1,978,588 | | | $ | 88.45 | | | 1,978,588 | | | $ | 592,126 | |

| Employee Transactions (B) | | 3,413 | | | $ | 90.29 | | | N/A | | | N/A | | |

| 12/31/2014 | | $ | 67.06 | | | 28.06 | % | | 13.69 | % | | 25.34 | % | | $ | 128.06 | | | $ | 113.69 | | | $ | 125.34 | |

| See page [removed: [49](#s0A99127B34143E9C9E4163C7FDFDFE92).] [added: [52](#s9367A9948CB9586D9428E7CF3F623673).] |

[removed: Conclusion] [added: Conclusion] Regarding Effectiveness of Disclosure Controls and [removed: Procedures][added: Procedures]

[removed: Report] [added: Report] of Management on Internal Control Over Financial [removed: Reporting][added: Reporting]

| See page [removed: [72](#s004B49574A8A016E03EF63C81641A36F).] [added: [74](#s977168E0BACF5934928FEE7094EBC646).] |

[removed: Changes] [added: Changes] in Internal [removed: Control][added: Control]

During the fourth quarter of [removed: 2018,] [added: 2019,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: PART III][added: PART III]

You can find our Code of Ethics on our corporate governance website, [removed: www.QuestDiagnostics.com/governance.][added: www.QuestDiagnostics.com/investor.]

Information regarding the Company's executive officers is contained in Part I, Item 1 of this Report under [removed: “Executive Officers of the Company.”] [added: “Information about our Executive Officers.”] Information regarding the directors and executive officers of the Company appearing in our Proxy Statement to be filed by April [removed: 30, 2019] [added: 29, 2020] (“Proxy Statement”) under the captions “Proposal No. 1 - Election of Directors,” “Director Independence,” “Board Committees” and [removed: "Section] [added: "Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance"] [added: Reports"] is incorporated by reference herein.

Information appearing in our Proxy Statement under the captions [removed: “2018] [added: “2019] Director Compensation Table,” “Compensation Discussion and Analysis,” “Information Regarding Executive Compensation” and “Compensation Committee Report” is incorporated by reference herein.

[removed: PART IV][added: PART IV]

| [removed: Item] [added: Item] | [removed: Page] [added: Page] |

| [removed: Financial Statements] [added: Financial Statements] | |

| [Report of Independent Registered Public Accounting [removed: Firm](#sF4117ADC98D5090341DC63C816502170)] [added: Firm](#s25A91BF6375E5291BFDD4174F952E897)] | [F- [removed: 1](#sF4117ADC98D5090341DC63C816502170)] [added: 1](#s25A91BF6375E5291BFDD4174F952E897)] |

| [Consolidated Balance [removed: Sheets](#s272D81A460C44B957A6663C7ECF3A44C)] [added: Sheets](#s384FF7FEAA045F748A69E4A98D2674D0)] | [F- [removed: 3](#s272D81A460C44B957A6663C7ECF3A44C)] [added: 3](#s384FF7FEAA045F748A69E4A98D2674D0)] |

| [Consolidated Statements of [removed: Operations](#sFCC98F2249E5175BCBC863C7EF1726C9)] [added: Operations](#s305F6299C40C5D399864687F9C5810FE)] | [F- [removed: 4](#sFCC98F2249E5175BCBC863C7EF1726C9)] [added: 4](#s305F6299C40C5D399864687F9C5810FE)] |

| [Consolidated Statements of Comprehensive [removed: Income](#sC1C0B416CB18CE5BFEF363C7ED9F08C5)] [added: Income](#s7F39D24F1A7053E385D383B9417E13FA)] | [F- [removed: 5](#sC1C0B416CB18CE5BFEF363C7ED9F08C5)] [added: 5](#s7F39D24F1A7053E385D383B9417E13FA)] |

| [Consolidated Statements of Cash [removed: Flows](#sF54F3644BD7134E895F163C7ECCA31A1)] [added: Flows](#s9F138ED3A18A510283828879C1E6B3B2)] | [F- [removed: 6](#sF54F3644BD7134E895F163C7ECCA31A1)] [added: 6](#s9F138ED3A18A510283828879C1E6B3B2)] |

| [Consolidated Statements of Stockholders' [removed: Equity](#s79F97613B9221C66583763C7ECE1D1D3)] [added: Equity](#s9BE85B2DBD08518591859A960B11DCDA)] | [F- [removed: 7](#s79F97613B9221C66583763C7ECE1D1D3)] [added: 7](#s9BE85B2DBD08518591859A960B11DCDA)] |

| [Notes to Consolidated Financial [removed: Statements](#sF70464E1AA55EEB9737363C817C949BA)] [added: Statements](#s6D4B67B6A8B5547DADA6ED33CF803BEB)] | [F- [removed: 8](#sF70464E1AA55EEB9737363C817C949BA)] [added: 8](#s6D4B67B6A8B5547DADA6ED33CF803BEB)] |

| [Supplementary Data: Quarterly Operating Results [removed: (unaudited)](#s4CC34CE3B0B079F240AA63C7EE893B84)] [added: (unaudited)](#s00E201770C3754E8824B78BAC87D350B)] | [F- [removed: 45](#s4CC34CE3B0B079F240AA63C7EE893B84)] [added: 48](#s00E201770C3754E8824B78BAC87D350B)] |

| [removed: Item] [added: Item] | [removed: Page] [added: Page] |

| [Schedule II - Valuation Accounts and [removed: Reserves](#s49476B176A7ACF0EFE9063C7ECA16F8B)] [added: Reserves](#s1669B6B5A97B55C083988CD5BFCC4424)] | [F- [removed: 47](#s49476B176A7ACF0EFE9063C7ECA16F8B)] [added: 51](#s1669B6B5A97B55C083988CD5BFCC4424)] |

| Exhibit Number | Description |

| 3.1 | [Restated Certificate of Incorporation (filed as an Exhibit to the Company's current report on Form 10-Q for the quarter ended September 30, 2018 (Date of Report: October 24, 2018) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207918000180/dgx09302018ex31.htm) |

| | |

| 3.2 | [Amended and Restated By-Laws of the Company (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: May 17, 2019) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000144/dgx051319ex31.htm) |

| | |

| 4.1 | [Form of 6.95% Senior Note due 2037 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex10-1.htm) |

| | |

| 4.2 | [Form of 5.750% Senior Note due 2040 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 17, 2009) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041309005747/c59372_ex1-1.htm) |

| | |

| 4.3 | [Form of 4.700% Senior Note due 2021 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 21, 2011) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041311002247/c64911_ex1-1.htm) |

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| 4.4 | [Form of 4.250% Senior Note due 2024 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 12, 2014) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0101.htm) |

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| 4.5 | [Form of 3.500% Senior Note due 2025 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm) |

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| 4.6 | [Form of 4.700% Senior Note due 2045 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm) |

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| 4.7 | [Form of 3.450% Senior Note due 2026 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 23, 2016) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0101.htm) |

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| 4.8 | [Form of 4.200% Senior Note due 2029 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: March 7, 2019) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0101.htm) |

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| 4.9 | [Form of 2.950% Senior Note due 2030 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: December 9, 2019) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000957/ss159854_ex0101.htm) |

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| 4.10 | [Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and the Trustee (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787101500290/ex4-3_062801.txt) |

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| 4.11 | [First Supplemental Indenture, dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787101500290/ex4-4_062801.txt) |

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| 4.12 | [Second Supplemental Indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 26, 2001) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787101501115/ex4-1_112601.txt) |

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| 4.13 | [Third Supplemental Indenture, dated as of April 4, 2002, among the Company, the Additional Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: April 1, 2002) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787102000692/ex4-1_040902.txt) |

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| 4.14 | [Fourth Supplemental Indenture dated as of March 19, 2003, among Unilab Corporation (f/k/a Quest Diagnostics Newco Incorporated), the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011703001797/ex10-1.txt) |

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| 4.15 | [Fifth Supplemental Indenture dated as of April 16, 2004, among Unilab Acquisition Corporation (d/b/a FNA Clinics of America), the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011704001657/ex10-1.txt) |

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| 4.16 | [Sixth Supplemental Indenture dated as of October 31, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: October 31, 2005) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011705004157/ex4-7.htm) |

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| 4.17 | [Seventh Supplemental Indenture dated as of November 21, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 21, 2005) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011705004480/ex4-1.htm) |

An exhibit index has been filed as part of this Report beginning on page E-1 and is incorporated herein by reference.

An exhibit index has been filed as part of this Report beginning on page E-1 and is incorporated herein by reference.

[removed: Signatures][added: Signatures]

Pursuant to the requirements of Sections 13 or 15(d) 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, on February [removed: 21, 2019.][added: 20, 2020.]

| | | Chairman of the Board, [removed: President and] Chief Executive Officer [added: and President] |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 21, 2019.][added: 20, 2020.]

| [removed: Signature] [added: Signature] | | [removed: Capacity] [added: Capacity] |

| /s/Stephen H. Rusckowski Stephen H. Rusckowski | | Chairman of the Board, [removed: President and] Chief Executive Officer [added: and President] (Principal Executive Officer) |

| [removed: /s/Robert A. Klug Robert A. Klug] [added: /s/Michael J. Deppe Michael J. Deppe] | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |

| /s/Daniel C. [removed: Stanzione, Ph.D.] [added: Stanzione] Daniel C. [removed: Stanzione, Ph.D.] [added: Stanzione] | | Director |

| /s/Helen I. [removed: Torley, M.B. Ch. B., M.R.C.P.] [added: Torley] Helen I. [removed: Torley, M.B. Ch. B., M.R.C.P.] [added: Torley] | | Director |

| /s/Gail R. [removed: Wilensky, Ph.D.] [added: Wilensky] Gail R. [removed: Wilensky, Ph.D.] [added: Wilensky] | | Director |

[removed: SELECTED] [added: SELECTED] HISTORICAL FINANCIAL DATA OF OUR [removed: COMPANY][added: COMPANY]

[removed: Refer] [added: For further details regarding our leases, refer] to [removed: the] Note [removed: (a) below regarding] [added: 14 to] the [removed: impact of adoption of new accounting standards on our] [added: audited] consolidated financial statements.

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Operations Data:] [added: Operations Data:] | (a) (b) (c) | | | | (a) (d) (e) | | | | (a) (f) (g) | | | | (a) (h) (i) | | | | (a) (j) (k) | | |

| Net revenues | $ | [removed: 7,531] [added: 7,726] | | | $ | [removed: 7,402] [added: 7,531] | | | $ | [removed: 7,214] [added: 7,402] | | | $ | [removed: 7,493] [added: 7,214] | | | $ | [removed: 7,435] [added: 7,493] | |

| Operating income | [removed: 1,101] [added: 1,231] | | | | [removed: 1,165] [added: 1,101] | | | | [removed: 1,277] [added: 1,165] | | | | [removed: 1,399] [added: 1,277] | | | | [removed: 983] [added: 1,399] | | |

| Income from continuing operations | [removed: 788] [added: 886] | | | | [removed: 824] [added: 788] | | | | [removed: 696] [added: 824] | | | | [removed: 753] [added: 696] | | | | [removed: 587] [added: 753] | | |

| Income from discontinued operations, net of taxes | [removed: —] [added: 20] | | | | — | | | | — | | | | — | | | | [removed: 5] [added: —] | | |

| Net income | [removed: 788] [added: 906] | | | | [removed: 824] [added: 788] | | | | [removed: 696] [added: 824] | | | | [removed: 753] [added: 696] | | | | [removed: 592] [added: 753] | | |

| Less: Net income attributable to noncontrolling interests | [removed: 52] [added: 48] | | | | 52 | | | | [removed: 51] [added: 52] | | | | [removed: 44] [added: 51] | | | | [removed: 36] [added: 44] | | |

| Net income attributable to Quest Diagnostics | $ | [removed: 736] [added: 858] | | | $ | [removed: 772] [added: 736] | | | $ | [removed: 645] [added: 772] | | | $ | [removed: 709] [added: 645] | | | $ | [removed: 556] [added: 709] | |

| [removed: Amounts] [added: Amounts] attributable to Quest Diagnostics' [removed: stockholders:] [added: common stockholders:] | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations | $ | [removed: 736] [added: 838] | | | $ | [removed: 772] [added: 736] | | | $ | [removed: 645] [added: 772] | | | $ | [removed: 709] [added: 645] | | | $ | [removed: 551] [added: 709] | |

| Income from discontinued operations, net of taxes | [removed: —] [added: 20] | | | | — | | | | — | | | | — | | | | [removed: 5] [added: —] | | |

| Net income | $ | [removed: 736] [added: 858] | | | $ | [removed: 772] [added: 736] | | | $ | [removed: 645] [added: 772] | | | $ | [removed: 709] [added: 645] | | | $ | [removed: 556] [added: 709] | |

| [removed: Earnings] [added: Earnings] per share attributable to Quest Diagnostics' common stockholders - [removed: basic:] [added: basic:] | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations | $ | [removed: 5.39] [added: 6.21] | | | $ | [removed: 5.63] [added: 5.39] | | | $ | [removed: 4.58] [added: 5.63] | | | $ | [removed: 4.92] [added: 4.58] | | | $ | [removed: 3.80] [added: 4.92] | |

| Income from discontinued operations | — | | | | — | | | | — | | | | — | | | | [removed: 0.03] [added: —] | | |

| Net income | $ | [removed: 5.39] [added: 6.36] | | | $ | [removed: 5.63] [added: 5.39] | | | $ | [removed: 4.58] [added: 5.63] | | | $ | [removed: 4.92] [added: 4.58] | | | $ | [removed: 3.83] [added: 4.92] | |

| [removed: Earnings] [added: Earnings] per share attributable to Quest Diagnostics' common stockholders - [removed: diluted:] [added: diluted:] | | | | | | | | | | | | | | | | | | | |

| Income from continuing operations | $ | [removed: 5.29] [added: 6.13] | | | $ | [removed: 5.50] [added: 5.29] | | | $ | [removed: 4.51] [added: 5.50] | | | $ | [removed: 4.87] [added: 4.51] | | | $ | [removed: 3.78] [added: 4.87] | |

| Income from discontinued operations | — | | | | — | | | | — | | | | — | | | | [removed: 0.03] [added: —] | | |

| Net income | $ | [removed: 5.29] [added: 6.28] | | | $ | [removed: 5.50] [added: 5.29] | | | $ | [removed: 4.51] [added: 5.50] | | | $ | [removed: 4.87] [added: 4.51] | | | $ | [removed: 3.81] [added: 4.87] | |

| Dividends per common share | $ | [removed: 2.03] [added: 2.12] | | | $ | [removed: 1.80] [added: 2.03] | | | $ | [removed: 1.65] [added: 1.80] | | | $ | [removed: 1.52] [added: 1.65] | | | $ | [removed: 1.32] [added: 1.52] | |

| | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: Balance] [added: Balance] Sheet Data (at end of [removed: year):] [added: year):] | (a) (b) (c) | | | | (a) (d) (e) | | | | (a) (f) (g) | | | | (a) (h) (i) | | | | (a) (j) (k) | | |

| Cash and cash equivalents | $ | [removed: 135] [added: 1,192] | | | $ | [removed: 137] [added: 135] | | | $ | [removed: 359] [added: 137] | | | $ | [removed: 133] [added: 359] | | | $ | [removed: 192] [added: 133] | |

| Total assets | [removed: 11,003] [added: 12,843] | | | | [removed: 10,503] [added: 11,003] | | | | [removed: 10,100] [added: 10,503] | | | | [removed: 9,962] [added: 10,100] | | | | [removed: 9,857] [added: 9,962] | | |

| Income from discontinued operations | 0.15 | | | | — | | | | — | | | | — | | | | — | | |

| Income from discontinued operations | 0.15 | | | | — | | | | — | | | | — | | | | — | | |

| (b) | On February 11, 2019, we completed the acquisition of certain assets of the clinical laboratory services business of Boyce & Bynum Pathology Laboratories, P.C. ("Boyce & Bynum"). Consolidated operating results for 2019 included the results of operations of Boyce & Bynum subsequent to the closing of the acquisition. For further details regarding our acquisitions, see Note 6 to the audited consolidated financial statements. |

In December 2019, we completed a senior notes offering, consisting of $800 million aggregate principal amount of 2.95% senior notes due June 2030 (the "2030 Senior Notes"), which were issued at an original issue discount of $2 million.

During January 2020, the net proceeds from the 2030 Senior Notes, along with cash on hand, were used to redeem in full the outstanding indebtedness under our senior notes due January 2020 and our senior notes due March 2020.

| • | pre-tax amortization expense of $96 million; |

| • | a net pre-tax gain of $89 million, primarily due to a gain associated with the sale and leaseback of a property, a gain associated with the decrease in the fair value of the contingent consideration accruals associated with previous acquisitions, and a gain associated with an insurance claim for hurricane related losses, partially offset by costs incurred related to a data security incident and non-cash asset impairment charges. |

| • | pre-tax amortization expense of $15 million included in equity in earnings of equity method investees, net of taxes; and |

Discontinued operations, net of taxes, for the year ended December 31, 2019 includes discrete tax benefits of $20 million associated with the favorable resolution of certain tax contingencies related to NID.

| • | pre-tax amortization expense of $90 million; and |

| • | pre-tax amortization expense of $17 million included in equity in earnings of equity method investees, net of taxes; |

| • | pre-tax amortization expense of $74 million; and |

| • | pre-tax amortization expense of $16 million included in equity in earnings of equity method investees, net of taxes; |

| • | pre-tax amortization expense of $72 million; |

| • | pre-tax amortization expense of $16 million included in equity in earnings of equity method investees, net of taxes; |

| • | pre-tax amortization expense of $81 million; and |

| • | pre-tax amortization expense of $9 million included in equity in earnings of equity method investees, net of taxes; and |

The Company assess its revenue performance for the DIS business in part based upon volume, measured by test requisitions, and revenue per requisition.

Each requisition form accompanies a patient specimen, indicating the test(s) to be performed and the party to be billed for the test(s).

Revenue per requisition is impacted by various factors, including, among other items, the impact of fee schedule changes (i.e. unit price), test mix, payer mix, and the number of tests per requisition.

| • | DS revenues of $321 million decreased by 1.8% compared to the prior year. |

In December 2019, we completed a senior notes offering, consisting of $800 million aggregate principal amount of 2.95% senior notes due June 2030 (the "2030 Senior Notes"), which were issued at an original issue discount of $2 million.

During January 2020, the net proceeds from the 2030 Senior Notes, along with cash on hand, were used to redeem in full the outstanding indebtedness under our senior notes due January 2020 and our senior notes due March 2020.

AMCA Data Security Incident

On June 3, 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”) had informed the Company and Optum360 LLC ("Optum360"), which provides revenue management services to the Company, about a data security incident involving AMCA (the “AMCA Data Security Incident”).

AMCA (which provided debt collection services to Optum360) informed the Company and Optum360 that AMCA had learned that an unauthorized user had access to AMCA’s system between August 1, 2018 and March 30, 2019.

AMCA first informed the Company of the AMCA Data Security Incident on May 14, 2019.

AMCA’s affected system included financial information (e.g., credit card numbers and bank account information), medical information and other personal information (e.g., social security numbers).

Test results were not included.

Neither Optum360’s nor the Company’s systems or databases were involved in the incident.

AMCA also informed us that information pertaining to other laboratories’ customers was also affected.

Following announcement of the AMCA Data Security Incident, AMCA sought protection under the U.S. bankruptcy laws.

While the impact of this incident to the Company's results of operations and cash flows was not material for the year ended December 31, 2019, our future financial results may be negatively impacted by costs associated with the incident and disruption of our accounts receivable collection processes.

Effective January 1, 2019, we established a long-term strategic partnership with UnitedHealthcare, including collaborating on a variety of value-based programs.

On July 1, 2019, we became a UnitedHealthcare Preferred Lab Network provider, meeting exceptional criteria for access, cost, data, quality and service.

Acquisition of the Clinical Laboratory Services Business of Boyce & Bynum Pathology Laboratories, P.C.

On February 11, 2019, we completed our acquisition of certain assets of the clinical laboratory services business of Boyce & Bynum Pathology Laboratories, P.C. ("Boyce & Bynum"), in an all cash transaction for $61 million, which consisted of cash consideration of $55 million and contingent consideration initially estimated at $6 million.

In 2019 and 2018, we derived approximately 10% and 11%, respectively, of our testing volume from capitated payment arrangements.

Under the revised

In late 2019, the Laboratory Access for Beneficiaries Act (the “LAB Act”) was signed into law.

| /s/Jenne K. Britell, Ph.D. Jenne K. Britell, Ph.D. | | Director |

| /s/Jeffrey M. Leiden, M.D., Ph. D. Jeffrey M. Leiden, M.D., Ph. D. | | Director |

We derived the selected historical financial data for the years 2016 through 2018 from the audited consolidated financial statements of our Company.

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