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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, 2020

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 Incorporated

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [☒]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X

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As of June 30, 2020, 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 $15.2 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, 2021, there were outstanding 133,454,761 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 30, 2021			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.

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TABLE OF CONTENTS

			Item			Page
Item 1.			Business			2
			Introduction			2
			Our Strategy			3
			Our Strengths			7
			Business Operations			11
			The Clinical Testing Industry			14
			General			23
			Regulation			27
			Available Information			29
			Information about Our Executive Officers			30
Item 1A.			Risk Factors			32
			Cautionary Factors That May Affect Future Results			42
Item 1B.			Unresolved Staff Comments			43
Item 2.			Properties			43
Item 3.			Legal Proceedings			43
Item 4.			Mine Safety Disclosures			44
Item 5.			Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities			45
Item 6.			Selected Financial Data			46
Item 7.			Management's Discussion and Analysis of Financial Condition and Results of Operations			46
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			47
Item 8.			Financial Statements and Supplementary Data			47
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			47
Item 9A.			Controls and Procedures			47
Item 9B.			Other Information			47
Item 10.			Directors, Executive Officers and Corporate Governance			48
Item 11.			Executive Compensation			48
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' Matters			48
Item 13.			Certain Relationships and Related Transactions, and Director Independence			48
Item 14.			Principal Accounting Fees and Services			48
Item 15.			Exhibits, Financial Statement Schedules			49
Item 16.			Form 10-K Summary			55
Selected Historical Financial Data of Our Company						58
Management's Discussion and Analysis of Financial Condition and Results of Operations						63
Report of Management on Internal Control Over Financial Reporting						83
Report of Independent Registered Public Accounting Firm						F- 1
Consolidated Financial Statements and Related Notes						F- 3
Supplementary Data: Quarterly Operating Results (unaudited)						F- 49
Schedule II - Valuation Accounts and Reserves						F- 52

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The discussion in Item 1 below includes several defined terms:

ACA - Affordable Care Act

ACO - Accountable Care Organization

CAP - The College of American Pathologists

CARES Act - Coronavirus Aid, Relief and Economic Security Act

CLIA - Clinical Laboratory Improvement Act

CMS - Centers for Medicare and Medicaid Services

DCE - Direct Contract Entity

FDA - U.S. Food and Drug Administration

FQHC - Federally Qualified Health Center

HHS - U. S. Department of Health and Human Services

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
2020 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
2020 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

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