Quest Diagnostics (DGX) 10-K risk factor changes: FY2020 vs FY2019

| 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: [37](#s9BFA46F9D5DE55048EAB3FA7BACC82A9).] [added: [42](#i17586f5c1918467f84e9d79a5a08b3e4_46).] | [added: | |]

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

Significant change is taking place in the healthcare system, including as discussed above under the heading The Clinical Testing Industry, beginning on page [removed: [13](#sAE9943A72E4C5A85A7ED2264837D7EE7).][added: 14.]

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

Healthcare services increasingly are being provided by non-traditional providers (*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, hospitals that own physician practices may [added: encourage or] require the practices to refer testing to the hospital's laboratory.

The formation of [removed: ACOs] [added: ACOs, DCEs] and IDNs, and their approach to contracts with healthcare providers, in addition to the impact of informatics, also may increase competition to provide diagnostic information services.

[removed: Reimbursement] [added: Pursuant to PAMA, reimbursement] rates for many clinical laboratory tests [added: provided under Medicare] were reduced in [removed: 2018 and] [added: 2018,] 2019 and [removed: are scheduled to be reduced again by approximately 10% in 2020 (rates, and reductions, vary by test).][added: 2020.]

PAMA calls for further revision of the Medicare Clinical Laboratory Fee Schedule for years after 2020, based on future surveys of market rates; reimbursement rate reduction from [removed: 2021-23] [added: 2022-24] is capped by PAMA at 15% annually.

[removed: ACOs] [added: ACOs, DCEs] and IDNs also may undertake efforts to reduce utilization of, or reimbursement for, diagnostic information services.

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

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 laws, including the California Consumer Privacy Act; and (c) [added: laws outside] the [added: U.S., including the] European Union's General Data Protection Regulation.

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

It is important that we continue to [removed: improve] [added: strengthen] our efficiency to [added: promote our competitive position and to] enable us to mitigate the impact on our profitability of steps taken by government payers and health insurers to reduce the utilization and reimbursement of healthcare services, including diagnostic information services.

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

[removed: | • |] [added: -] loss of key customers or employees; [removed: |]

[removed: | • |] [added: -] difficulty in standardizing information and other systems; [removed: |]

[removed: | • |] [added: -] difficulty in consolidating facilities and infrastructure; [removed: |]

[removed: | • |] [added: -] failure to maintain the quality or timeliness of services that our Company has historically provided; [removed: |]

[removed: | • |] [added: -] diversion of management's attention from the day-to-day business of our Company as a result of the need to deal with the foregoing disruptions and difficulties; and [removed: |]

[removed: | • |] [added: -] the added costs of dealing with such disruptions. [removed: |]

[removed: | • |] [added: -] billing and reimbursement of clinical testing; [removed: |]

[removed: | • |] [added: -] certification or licensure of clinical laboratories; [removed: |]

[removed: | • |] [added: -] the anti-self-referral and anti-kickback laws and regulations; [removed: |]

[removed: | • |] [added: -] the laws and regulations administered by the FDA; [removed: |]

[removed: | • |] [added: -] the corporate practice of medicine; [removed: |]

[removed: | • |] [added: -] operational, personnel and quality requirements intended to ensure that clinical testing services are accurate, reliable and timely; [removed: |]

[removed: | • |] [added: -] physician fee splitting; [removed: |]

[removed: | • |] [added: -] relationships with physicians and hospitals; [removed: |]

[removed: | • |] [added: -] safety and health of laboratory employees; and [removed: |]

[removed: | • |] [added: -] handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials. [removed: |]

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: | • |] [added: -] diversion of management time and attention; [removed: |]

[removed: | • |] [added: -] expenditure of large amounts of cash on legal fees, costs and payment of damages; [removed: |]

[removed: | • |] [added: -] increases to our administrative, billing or other operating costs; [removed: |]

[removed: | • |] [added: -] limitations on our ability to continue some of our operations; [removed: |]

[removed: | • |] [added: -] enforcement actions, fines and penalties or the assertion of private litigation claims and damages; [removed: |]

[removed: | • |] [added: -] decreases to the amount of reimbursement related to diagnostic information services performed; [removed: |]

[removed: | • |] [added: -] adverse affects to important business relationships with third parties; [removed: |]

[removed: | • |] [added: -] decreased demand for our services; and/or [removed: |]

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

RISKS RELATED TO OUR BUSINESS

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We also believe that health plans increasingly are focusing on driving better value in laboratory testing services.

In addition, new players have recently started to provide clinical lab testing services (*e.g*., employers; government agencies).

The CARES Act, adopted in early 2020 in response to the COVID-19 pandemic, suspended the PAMA price cuts that had been scheduled for 2021 and delayed PAMA's next data collection and reporting period until January 1, 2022.

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RISKS RELATED TO CHANGE IN PUBLIC POLICY

AND THE REGULATORY AND LEGAL ENVIRONMENT

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The FDA and the U. S. Department of Health and Human Services also have expressed views regarding the regulation of LDTs.

It has been used by the FDA, in part, to assert authority over the annotation software aspects of pharmacogenetic testing services.

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RISKS RELATED TO OUR INDEBTEDNESS

RISKS RELATED TO OUR OPERATIONS

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The COVID-19 pandemic has significantly affected our consolidated results of operations, financial position and cash flows, and may continue to do so.

A pandemic caused by a novel strain of coronavirus (COVID-19) continues to severely impact the economy of the United States and other countries around the world.

Federal, state and local governmental authorities in the United States have implemented numerous policies and initiatives to try and reduce the transmission of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns.

These policies and initiatives have resulted in, among other things, a significant reduction in physician office visits, the cancellation of elective medical procedures, customers closing or severely curtailing their operations (voluntarily or in response to government orders), increased unemployment and loss of healthcare insurance, and the adoption of work-from-home policies, all of which have had, and we believe will continue to have, an impact on our consolidated results of operations, financial position and cash flows.

Due to the COVID-19 pandemic, we have experienced significant volatility, including periods of material decline compared to prior year periods, in testing volume in our base business (which excludes COVID-19 molecular and antibody testing) and this volatility, including periods of material decline, could continue.

Although we also have experienced heavy demand for COVID-19 molecular testing as a result of the COVID-19 pandemic, which has had a positive impact on our overall testing volume, the duration and level of the demand for, and reimbursement for, COVID-19 molecular testing is uncertain.

We may also experience an adverse impact on cash collections and supply chain disruptions, including shortages, delays and price increases in testing equipment and supplies, as a result of the impact of the COVID-19 pandemic.

Any of these events could have an adverse impact on our business, consolidated results of operation, financial position and cash flows.

We believe the COVID-19 pandemic’s adverse impact on our consolidated results of operations, financial position and cash flows will be primarily driven by: the severity and duration of the COVID-19 pandemic; the COVID-19 pandemic’s impact on the U.S. healthcare system and the U.S. economy; the timing, scope and effectiveness of federal, state and local governmental responses; and the ability to effectively and comprehensively administer COVID-19 vaccines across the U.S. These primary drivers are beyond our knowledge and control and will change over time, and as a result, at this time we cannot reasonably estimate the adverse impact the COVID-19 pandemic will have on our businesses, consolidated results of operations, financial position and cash flows, and the adverse impact may be material.

Our business also may be impacted by changes in the severity of the COVID-19 pandemic at different times in the various cities and regions where we operate and offer services, and by challenges faced in implementing nationwide COVID-19 vaccinations.

Even after the COVID-19 pandemic has moderated and the business and social distancing restrictions have eased, we may continue to experience similar adverse effects to our businesses, consolidated results of operations, financial position and cash flows resulting from a recessionary economic environment that may persist.

The impact that the COVID-19 pandemic will have on our businesses, consolidated results of operations, financial position and cash flows could exacerbate other risks identified in this Report.

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These include:

(g) Adverse results from pending or future government investigations, lawsuits or private actions.

These include:

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(cc) The COVID-19 pandemic.

| |

| --- |

Uncertainty about court rulings regarding the ACA could add to uncertainty in the healthcare 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.

Pursuant to PAMA, CMS promulgated revised reimbursement rate schedules for 2018 - 2020 for clinical laboratory testing services provided under Medicare.

In late 2019, the LAB Act became law.

| | |

| --- | --- |

If the legislation becomes law, the FDA could regulate diagnostic tests and components and platforms used as part of these tests.

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

The accessed data did not include Social Security numbers, credit card information, or insurance and other financial information, and there is no indication that patient data has been misused in any way.

When the intrusion was discovered, we immediately took steps to stop any further unauthorized activity.

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

| See page [removed: [57](#s107ACC6BBC625700B094E19EEDA594C3).] [added: [63](#i17586f5c1918467f84e9d79a5a08b3e4_121).] | [added: | |]

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Derived from the world's largest database of clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve [removed: health care] [added: healthcare] management.

During [removed: 2019,] [added: 2020,] we generated net revenues of [removed: $7.7] [added: $9.4] billion.

Additional financial information concerning Quest [removed: Diagnostics, including our consolidated subsidiaries and businesses,] [added: Diagnostics] for each of the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] is included in the consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

[removed: ][added: ]

We believe that our vision, aspirational goals and strategy [removed: (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.

[removed: ][added: ]

| Our strategy to accelerate revenue growth is based on the Company’s portfolio of services. | | | | [added: | | | | | | | |]

| Services Portfolio (Table 1) | | | | [added: | | | | | | | |]

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

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

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

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

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

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

| 1. Delivering a compound annual revenue growth rate of more than 2% through accretive, strategic acquisitions | [added: | |]

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

| 2. Partnering with health plans, IDNs and other risk bearing entities | [added: | |]

| 3. Offering the broadest access to diagnostic innovation | [added: | |]

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

| 5. Supporting population health with data analytics and extended care services | [added: | |]

This includes building an information platform to help health plans manage utilization and population health, and enhancing processes to help [added: health] plans keep laboratory testing in network.

We provide reference testing for approximately [removed: 50%] [added: half] of [added: the] hospitals in the U.S., and are the leading provider of this testing in the country.

| Our industry-leading Professional Laboratory Services suite of solutions help IDNs build and execute their laboratory strategy, improve quality, reduce the cost of care and focus on core competencies. | | [added: | | | |]

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

| Lab management outsourcing | [added: | |] Advanced data solutions | [added: | |]

| Joint venture | [added: | |] Reference testing, including advanced diagnostics | [added: | |]

| Outreach acquisition | [added: | |] Supply chain management and purchasing | [added: | |]

| Test menu optimization and spend consolidation | [added: | |] Blood utilization management | [added: | |]

| Our clinical franchises enable us to perform like a boutique while maintaining our scale advantages, and work with our research and development and commercial organizations to identify/deliver new and improved solutions. | | [added: | | | |]

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

| Cardiovascular, Metabolic and Endocrinology | [removed: Oncology] | [added: | Cancer Diagnostics | | |]

| General Health and Wellness | [removed: Prescription] [added: | |] Drug Monitoring and Toxicology | [added: | |]

| Infectious Diseases and Immunology | [added: | |] Sports Science and Human Performance | [added: | |]

| Neurology | [added: | |] Women’s and Reproductive Health | [added: | |]

[removed: The Company has a long history of focusing on consumer interests, including being] [added: We were] the first national diagnostic information services provider to offer [removed: on-line] [added: online] patient appointment scheduling and a patient connectivity solution.

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

| Consumer-Centric Initiatives (Table 5) | | [added: | | | |]

| Consumer reminders | [added: | |] • 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. | [added: | |]

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

| Convenient access | [added: | |] • Partnerships with Walmart and Safeway to expand convenient access to testing services at select Walmart and Safeway locations across the United States (>200 locations at year end). | [added: | |]

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In 2020, Quest Diagnostics was at the forefront of the response to the COVID-19 pandemic, playing a pivotal role to broaden access to laboratory insights to help people lead healthier and safer lives.

We provided both molecular diagnostic and antibody serology tests to aid in the diagnosis of COVID-19 and the detection of immune response to the virus, and performed over 30 million of these tests.

Beginning in March 2020, we worked closely with federal, state and local governments, healthcare organizations, payers, suppliers, retailers, trade associations and other laboratories in the effort to bring as much COVID-19 testing as possible to the American people.

We also provided data on COVID-19 testing that we conducted to federal, state and local public health authorities, including the federal Centers for Disease Control and Prevention, and participated in studies with government and private institutions, aiding COVID-19 public health response and research.

All of our employees, including our dedicated laboratory professionals, phlebotomists, air fleet team, and couriers take tremendous pride in the role we played and worked tirelessly to help patients and communities access quality COVID-19 testing.

During 2020, we also saw how underserved communities were disproportionately impacted by COVID-19 with tragic consequences.

With the Quest Diagnostics Foundation, we launched Quest for Health Equity, a $100 million-plus initiative to reduce health disparities in underserved communities.

This multi-year initiative, which will focus on people of color, elderly and homeless populations in locations throughout the United States, will provide a combination of testing services, education programs, alliances and financial support to efforts seeking to find new ways to address health disparities.

Our approach to fighting the pandemic has been rooted in our vision of empowering better health through diagnostic insights.

We believe that the challenges we are facing from the COVID-19 pandemic have brought us together, made us a stronger company and will help us capture the substantial opportunities in front of us.

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Although the merger and acquisition environment significantly slowed in 2020 due to the COVID-19 pandemic, we were able to consummate important acquisitions during 2020.

For example, in 2020 we established a strategic relationship with Anthem to collaborate on a variety of outcomes-based programs designed to create an improved healthcare

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experience for consumers and healthcare providers, and we advanced our position with UnitedHealthcare in its Preferred Lab Network.

In 2020, we logged a record amount of new Professional Laboratory Services business, representing larger and longer term agreements than in the past, and implemented new relationships with, among others, Memorial Hermann Health System, Hackensack Meridian Health, Montefiore Nyack Hospital and Goshen Hospital.

| | | | | | |

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In 2020, our approach delivered numerous innovations, including those discussed below under the headings "Innovation" (page 9), "Collaboration" (page 10), "Medical and Scientific Expertise" (page 10) and "Health Information Technology Solutions and Information Assets" (page 10).

| | | | | | |

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The performance in 2020 of our Infectious Disease and Immunology franchise, which was leading our COVID-19 pandemic response, is an example of the power of our franchises.

The Company has a long history of focusing on consumer interests, and continues to focus on improving the consumer experience, including through improved digitization and other enhancements of our operations.

Examples of our strong consumer focus during 2020 include the strong growth in our QuestDirectTM consumer-initiated testing and establishing special hours at our patient service centers for non-COVID-19 testing to accommodate the needs of older and highly vulnerable patients.

Our industry-leading Net Promoter Scores reflect our consumer focus.

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During 2020, our focus on and strength in operational excellence enabled us to rapidly scale up COVID-19 testing capacity without sacrificing our other test offerings.

In 2020, we achieved our goal; our Invigorate program delivered approximately $200 million of cost savings.

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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 for most products and became a participating provider to Blue Cross Blue Shield of Georgia.

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.

| | |

| --- | --- |

The continued growth of our tuberculosis and sexually transmitted disease testing in our infectious disease and immunology offerings, prescription drug monitoring and toxicology testing, HemePath blood cancer testing and Cardio IQ® testing are examples of the power of our clinical franchises to foster growth in 2019.

| Consumer awareness | • Multi-year global collaboration with Ancestry to provide genotyping test services. |

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.

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

We were the first national diagnostic information services provider to offer on-line patient appointment scheduling and a patient connectivity solution.

We have laboratory facilities in Mexico and Puerto Rico, and have a majority interest in a joint venture in Brazil providing drugs of abuse testing in that market.

We carefully review our healthcare information technology solutions for compliance with relevant privacy laws and regulations, and for consistency with our Global Privacy Statement.

We offer services to pharmaceutical companies.

applicants.

Second, we 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.

laboratories.

Even after we complete our efforts to standardize our historic systems, future business acquisitions may create additional opportunities where we may conclude that system standardization would benefit our company.

Pursuant to PAMA, CMS promulgated revised reimbursement schedules for 2018 - 2020 for clinical laboratory testing services provided under Medicare.

In late 2019, the LAB Act became law.

Employees. At December 31, 2019, we employed approximately 47,000 people.

This total excludes employees of the joint ventures where we do not have a majority ownership interest.

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

For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]

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

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

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

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

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

| Secaucus, | [added: | |] NJ | [added: | |] 07094 | | | | [added: | | | | | | | |]

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

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

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

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

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

Yes [added: ☐] No X

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

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

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

As of June 30, [removed: 2019,] [added: 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 [removed: $13.7] [added: $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, [removed: 2020,] [added: 2021,] there were outstanding [removed: 133,455,068] [added: 133,454,761] shares of the registrant’s common stock, $.01 par value.

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

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

| Portions of the registrant's Proxy Statement to be filed by April [removed: 29, 2020] [added: 30, 2021] | [added: | |] Part III | [added: | |]

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

| Item 1. | [removed: [Business](#s1036869F4DC15D999CEFB44A7924DD5A)] | [removed: [1](#s1036869F4DC15D999CEFB44A7924DD5A)] | [added: [Business](#i17586f5c1918467f84e9d79a5a08b3e4_13) | | | [2](#i17586f5c1918467f84e9d79a5a08b3e4_13) | | |]

| | [added: | |] [Our [removed: Strategy](#sA444BCFC1A2C5D75A043CB1570276156)] [added: Strategy](#i17586f5c1918467f84e9d79a5a08b3e4_19)] | [removed: [2](#sA444BCFC1A2C5D75A043CB1570276156)] | [added: | [3](#i17586f5c1918467f84e9d79a5a08b3e4_19) | | |]

| | [added: | |] [Our [removed: Strengths](#s4DE30FDF7F2C536BB24B7ADE0C33A4CC)] [added: Strengths](#i17586f5c1918467f84e9d79a5a08b3e4_22)] | [removed: [7](#s4DE30FDF7F2C536BB24B7ADE0C33A4CC)] | [added: | [7](#i17586f5c1918467f84e9d79a5a08b3e4_22) | | |]

| | [added: | |] [Business [removed: Operations](#sBB2BF62C6D265C4BBB5184ADC7AF6809)] [added: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_25)] | [removed: [10](#sBB2BF62C6D265C4BBB5184ADC7AF6809)] | [added: | [11](#i17586f5c1918467f84e9d79a5a08b3e4_25) | | |]

| | [added: | |] [The Clinical Testing [removed: Industry](#sAE9943A72E4C5A85A7ED2264837D7EE7)] [added: Industry](#i17586f5c1918467f84e9d79a5a08b3e4_28)] | [removed: [13](#sAE9943A72E4C5A85A7ED2264837D7EE7)] | [added: | [14](#i17586f5c1918467f84e9d79a5a08b3e4_28) | | |]

| | [added: | |] [Available [removed: Information](#s94A5ABA2555E5F27B344ABC186C0E6C3)] [added: Information](#i17586f5c1918467f84e9d79a5a08b3e4_37)] | [removed: [26](#s94A5ABA2555E5F27B344ABC186C0E6C3)] | [added: | [29](#i17586f5c1918467f84e9d79a5a08b3e4_37) | | |]

| | [added: | |] [Information about Our Executive [removed: Officers](#s84825D462C0C5AD197B4F640591943FE)] [added: Officers](#i17586f5c1918467f84e9d79a5a08b3e4_40)] | [removed: [26](#s84825D462C0C5AD197B4F640591943FE)] | [added: | [30](#i17586f5c1918467f84e9d79a5a08b3e4_40) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s75258B3BF45C5E8D81D018AEA39F022E)] [added: Factors](#i17586f5c1918467f84e9d79a5a08b3e4_43)] | [removed: [28](#s75258B3BF45C5E8D81D018AEA39F022E)] | [added: | [32](#i17586f5c1918467f84e9d79a5a08b3e4_43) | | |]

| | [added: | |] [Cautionary Factors That May Affect Future [removed: Results](#s9BFA46F9D5DE55048EAB3FA7BACC82A9)] [added: Results](#i17586f5c1918467f84e9d79a5a08b3e4_46)] | [removed: [37](#s9BFA46F9D5DE55048EAB3FA7BACC82A9)] | [added: | [42](#i17586f5c1918467f84e9d79a5a08b3e4_46) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sEBE9BEE4C3F355B2B027F335A84A5900)] [added: Comments](#i17586f5c1918467f84e9d79a5a08b3e4_49)] | [removed: [38](#sEBE9BEE4C3F355B2B027F335A84A5900)] | [added: | [43](#i17586f5c1918467f84e9d79a5a08b3e4_49) | | |]

| Item 2. | [removed: [Properties](#s3D133A02306B56CB8C28413079951CB4)] | [removed: [38](#s3D133A02306B56CB8C28413079951CB4)] | [added: [Properties](#i17586f5c1918467f84e9d79a5a08b3e4_52) | | | [43](#i17586f5c1918467f84e9d79a5a08b3e4_52) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#sCC72B147E1135BAF95140DC9B8C4D0CB)] [added: Proceedings](#i17586f5c1918467f84e9d79a5a08b3e4_55)] | [removed: [39](#sCC72B147E1135BAF95140DC9B8C4D0CB)] | [added: | [43](#i17586f5c1918467f84e9d79a5a08b3e4_55) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sE45E1480872F5E4A90826287C992624F)] [added: Disclosures](#i17586f5c1918467f84e9d79a5a08b3e4_58)] | [removed: [39](#sE45E1480872F5E4A90826287C992624F)] | [added: | [44](#i17586f5c1918467f84e9d79a5a08b3e4_58) | | |]

| Item 5. | [added: | |] [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s25DD9DF0DFD057B79ECFF661F9C79B33)] [added: Securities](#i17586f5c1918467f84e9d79a5a08b3e4_64)] | [removed: [40](#s25DD9DF0DFD057B79ECFF661F9C79B33)] | [added: | [45](#i17586f5c1918467f84e9d79a5a08b3e4_64) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#sF403125DE5C25B32A188501AAA424F16)] [added: Data](#i17586f5c1918467f84e9d79a5a08b3e4_67)] | [removed: [41](#sF403125DE5C25B32A188501AAA424F16)] | [added: | [46](#i17586f5c1918467f84e9d79a5a08b3e4_67) | | |]

| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0CED7109099E57E3B59F1C843FF6CE18)] [added: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_70)] | [removed: [42](#s0CED7109099E57E3B59F1C843FF6CE18)] | [added: | [46](#i17586f5c1918467f84e9d79a5a08b3e4_70) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s0FDC663E1E1154A490539A564A0579FF)] [added: Risk](#i17586f5c1918467f84e9d79a5a08b3e4_73)] | [removed: [42](#s0FDC663E1E1154A490539A564A0579FF)] | [added: | [47](#i17586f5c1918467f84e9d79a5a08b3e4_73) | | |]

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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\[☐ \]

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.

\[☒\]

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

| | | | | | | | | |

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

| | | | [Introduction](#i17586f5c1918467f84e9d79a5a08b3e4_16) | | | [2](#i17586f5c1918467f84e9d79a5a08b3e4_13) | | |

| | | | [General](#i17586f5c1918467f84e9d79a5a08b3e4_31) | | | [23](#i17586f5c1918467f84e9d79a5a08b3e4_31) | | |

| | | | [Regulation](#i17586f5c1918467f84e9d79a5a08b3e4_34) | | | [27](#i17586f5c1918467f84e9d79a5a08b3e4_34) | | |

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

CARES Act - Coronavirus Aid, Relief and Economic Security Act

DCE - Direct Contract Entity

FQHC - Federally Qualified Health Center

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

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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\[ \]

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

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

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

Our executive offices are located [removed: in] [added: at 500 Plaza Drive,] Secaucus, New Jersey.

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

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

| [added: 3600 Northgate Blvd.,] Sacramento, California [added: 95834] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 8401 Fallbrook Avenue,] West Hills, California [added: 91304] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 33608 Ortega Hwy.,] San Juan Capistrano, California [added: 92675] (laboratory) | | [added: | | | |] Owned | [added: | |]

| [added: 4151C East Fowler Avenue,] Tampa, Florida [added: 33617] (laboratory) | | [added: | | | |] Owned | [added: | |]

| [added: 200 Forest Street,] Marlborough, Massachusetts [added: 01752] (laboratories) | | [added: | | | |] Leased | [added: | |]

| [added: 1715 Twin Springs Road,] Baltimore, Maryland [added: 21227] (laboratory) | | [added: | | | |] Owned | [added: | |]

| [added: One Malcolm Avenue,] Teterboro, New Jersey [added: 07608] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 14225 Newbrook Drive,] Chantilly, Virginia [added: 22021] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 10101 Renner Blvd.,] Lenexa, Kansas [added: 66219] (laboratory) | | [added: | | | |] Owned | [added: | |]

| [added: 4380 Federal Drive,] Greensboro, North Carolina [added: 27410] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 2501 South State Hwy 121,] Lewisville, Texas [added: 75067] (laboratory) | | [added: | | | |] Leased | [added: | |]

| [added: 6700 Euclid Avenue,] Cleveland, Ohio [added: 44103] (laboratory) | | [added: | | | |] Leased | [added: | |]

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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| 1777 Montreal Circle, Tucker, Georgia 30084-6802 (laboratory) | | | | | | Owned | | |

| 506 E State Parkway, Schaumburg, Illinois 60173 (laboratory) | | | | | | Owned | | |

| 1355 Mittle Blvd., Wood Dale, Illinois 60191 (laboratory) | | | | | | Leased | | |

| 800 Business Center Drive, Horsham, Pennsylvania 19044 (laboratory) | | | | | | Leased | | |

| 4770 Regent Blvd., Irving, Texas 75063 (laboratory) | | | | | | Leased | | |

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

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| Atlanta, Georgia (laboratory) | | Owned |

| Chicago, Illinois (2) (laboratories) | | One owned, one leased |

| Philadelphia, Pennsylvania (laboratory) | | Leased |

| Dallas, Texas (laboratory) | | Leased |

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of February 1, [removed: 2020,] [added: 2021,] we had approximately 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: 2019.][added: 2020.]

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

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

| Share Repurchase Program (A) | | [removed: 617,067] | | | [added: | — | | | | | |] $ | [removed: 106.11] [added: —] | | | [removed: 617,067] | | [added: —] | [added: | | | | |] $ | [removed: 1,242,138] [added: 1,167,138] | | [added: | | |]

| Total | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

[removed: | (A) | Since] [added: (A)Since] the share repurchase program's inception in May 2003, our Board of Directors has authorized $9 billion of share repurchases of our common stock through December 31, [removed: 2019. The share repurchase authority has no set expiration or termination date. |][added: 2020.]

[removed: | (B) | Includes:] [added: (B)Includes:] (1) shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by holders of stock options (granted under the Company's Amended and Restated Employee Long-Term Incentive Plan) who exercised options; and (2) shares withheld (under the terms of grants under the [added: Amended and Restated Employee] Long-Term Incentive Plan) to offset tax withholding obligations that occur upon the delivery of outstanding common shares underlying restricted share units and performance share units. [removed: |]

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2014] [added: 2015] 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: ]

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

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

| 12/31/2016 | | [added: | | | |] $ | 91.90 | | | [added: | |] 31.89 | [added: |] % | | [added: | |] 11.96 | [added: |] % | | [removed: (2.69] | [removed: )%] | [added: (2.69)] | [added: | % | | | |] $ | [removed: 142.91] [added: 131.89] | | | [added: | |] $ | [removed: 113.51] [added: 111.96] | | | [added: | |] $ | [removed: 104.01] [added: 97.31] | |

| [removed: 12/30/2017] [added: 12/31/2017] | | [added: | | | |] $ | 98.49 | | | [added: | |] 9.16 | [added: |] % | | [added: | |] 21.83 | [added: |] % | | [added: | |] 22.08 | [added: |] % | | [added: | |] $ | [removed: 156.00] [added: 143.97] | | | [added: | |] $ | [removed: 138.29] [added: 136.40] | | | [added: | |] $ | [removed: 126.98] [added: 118.79] | |

| [removed: 12/29/2018] [added: 12/30/2018] | | [added: | | | |] $ | 83.27 | | | [removed: (13.84] | [removed: )%] | [added: (13.84)] | [removed: (4.38] | [removed: )%] [added: %] | | [added: | | (4.38) | | % | | | |] 6.47 | [added: |] % | | [added: | |] $ | [removed: 134.41] [added: 124.05] | | | [added: | |] $ | [removed: 132.23] [added: 130.42] | | | [added: | |] $ | [removed: 135.19] [added: 126.47] | |

| [removed: 12/31/2019] [added: 12/29/2019] | | [added: | | | |] $ | 106.79 | | | [added: | |] 31.15 | [added: |] % | | [added: | |] 31.49 | [added: |] % | | [added: | |] 20.82 | [added: |] % | | [added: | |] $ | [removed: 176.27] [added: 162.68] | | | [added: | |] $ | [removed: 173.86] [added: 171.49] | | | [added: | |] $ | [removed: 163.34] [added: 152.81] | |

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| October 1, 2020 – October 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Employee Transactions (B) | | | | | | 5,871 | | | | | | $ | 114.01 | | | | | N/A | | | | | | N/A | | | | | |

| November 1, 2020 – November 30, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 423,301 | | | | | | $ | 124.76 | | | | | 423,301 | | | | | | $ | 1,114,327 | | | | |

| Employee Transactions (B) | | | | | | 226 | | | | | | $ | 122.06 | | | | | N/A | | | | | | N/A | | | | | |

| December 1, 2020 – December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,605,678 | | | | | | $ | 122.81 | | | | | 1,605,678 | | | | | | $ | 917,139 | | | | |

| Employee Transactions (B) | | | | | | 1,141 | | | | | | $ | 124.44 | | | | | N/A | | | | | | N/A | | | | | |

| Share Repurchase Program (A) | | | | | | 2,028,979 | | | | | | $ | 123.21 | | | | | 2,028,979 | | | | | | $ | 917,139 | | | | |

| Employee Transactions (B) | | | | | | 7,238 | | | | | | $ | 115.91 | | | | | N/A | | | | | | N/A | | | | | |

The share repurchase authority has no set expiration or termination date.

On February 4, 2021, the Company announced that our Board of Directors had increased the size of its repurchase program by $1 billion.

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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| 12/31/2020 | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | 185.52 | | | | | $ | 203.04 | | | | | $ | 173.36 | |

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| 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 | | | | | | | | | | | | | | |

| 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 | | |

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| 12/31/2015 | | $ | 71.14 | | | 8.35 | % | | 1.38 | % | | 6.89 | % | | $ | 108.35 | | | $ | 101.38 | | | $ | 106.89 | |

| See page [removed: [52](#s9367A9948CB9586D9428E7CF3F623673).] [added: [58](#i17586f5c1918467f84e9d79a5a08b3e4_118).] | [added: | |]

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| See page [removed: [74](#s977168E0BACF5934928FEE7094EBC646).] [added: [83](#i17586f5c1918467f84e9d79a5a08b3e4_136).] | [added: | |]

During the fourth quarter of [removed: 2019,] [added: 2020,] 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.

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

Information regarding the Company's executive officers is contained in Part I, Item 1 of this Report under “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: 29, 2020] [added: 30, 2021] (“Proxy Statement”) under the captions “Proposal No. 1 - Election of Directors,” “Director Independence,” “Board Committees” and "Delinquent Section 16(a) Reports" is incorporated by reference herein.

Information appearing in our Proxy Statement under the captions [removed: “2019] [added: “2020] Director Compensation Table,” “Compensation Discussion and Analysis,” “Information Regarding Executive Compensation” and “Compensation Committee Report” is incorporated by reference herein.

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

[removed: | (a) | Documents] [added: (a)Documents] filed as part of this Report. [removed: |]

[removed: | 1. | Index] [added: 1.Index] to financial statements and supplementary data filed as part of this Report. [removed: |]

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#s25A91BF6375E5291BFDD4174F952E897)] [added: Firm](#i17586f5c1918467f84e9d79a5a08b3e4_139)] | [removed: [F- 1](#s25A91BF6375E5291BFDD4174F952E897)] | [added: | F- [1](#i17586f5c1918467f84e9d79a5a08b3e4_139) | | |]

| [Consolidated Balance [removed: Sheets](#s384FF7FEAA045F748A69E4A98D2674D0)] [added: Sheets](#i17586f5c1918467f84e9d79a5a08b3e4_145)] | [removed: [F- 3](#s384FF7FEAA045F748A69E4A98D2674D0)] | [added: | F- [3](#i17586f5c1918467f84e9d79a5a08b3e4_145) | | |]

| [Consolidated Statements of [removed: Operations](#s305F6299C40C5D399864687F9C5810FE)] [added: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_151)] | [removed: [F- 4](#s305F6299C40C5D399864687F9C5810FE)] | [added: | F- [4](#i17586f5c1918467f84e9d79a5a08b3e4_151) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s7F39D24F1A7053E385D383B9417E13FA)] [added: Income](#i17586f5c1918467f84e9d79a5a08b3e4_154)] | [removed: [F- 5](#s7F39D24F1A7053E385D383B9417E13FA)] | [added: | F- [5](#i17586f5c1918467f84e9d79a5a08b3e4_154) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s9F138ED3A18A510283828879C1E6B3B2)] [added: Flows](#i17586f5c1918467f84e9d79a5a08b3e4_157)] | [removed: [F- 6](#s9F138ED3A18A510283828879C1E6B3B2)] | [added: | F- [6](#i17586f5c1918467f84e9d79a5a08b3e4_157) | | |]

| [Consolidated Statements of Stockholders' [removed: Equity](#s9BE85B2DBD08518591859A960B11DCDA)] [added: Equity](#i17586f5c1918467f84e9d79a5a08b3e4_160)] | [removed: [F- 7](#s9BE85B2DBD08518591859A960B11DCDA)] | [added: | F- [7](#i17586f5c1918467f84e9d79a5a08b3e4_160) | | |]

| [Notes to Consolidated Financial [removed: Statements](#s6D4B67B6A8B5547DADA6ED33CF803BEB)] [added: Statements](#i17586f5c1918467f84e9d79a5a08b3e4_163)] | [removed: [F- 8](#s6D4B67B6A8B5547DADA6ED33CF803BEB)] | [added: | F- [8](#i17586f5c1918467f84e9d79a5a08b3e4_163) | | |]

| [Supplementary Data: Quarterly Operating Results [removed: (unaudited)](#s00E201770C3754E8824B78BAC87D350B)] [added: (unaudited)](#i17586f5c1918467f84e9d79a5a08b3e4_253)] | [removed: [F- 48](#s00E201770C3754E8824B78BAC87D350B)] | [added: | F- [49](#i17586f5c1918467f84e9d79a5a08b3e4_253) | | |]

[removed: | 2. | Financial] [added: 2.Financial] Statement Schedule. [removed: |]

| [Schedule II - Valuation Accounts and [removed: Reserves](#s1669B6B5A97B55C083988CD5BFCC4424)] [added: Reserves](#i17586f5c1918467f84e9d79a5a08b3e4_256)] | [removed: [F- 51](#s1669B6B5A97B55C083988CD5BFCC4424)] | [added: | F- [52](#i17586f5c1918467f84e9d79a5a08b3e4_256) | | |]

| Exhibit Number | [added: | |] Description | [added: | |]

| 3.1 | [added: | |] [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) | [added: | |]

| 3.2 | [added: | |] [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) | [added: | |]

| 4.1 | [added: | |] [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) | [added: | |]

| 4.2 | [added: | |] [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) | [added: | |]

| 4.3 | [added: | |] [Form of [removed: 4.700%] [added: 4.250%] Senior Note due [removed: 2021] [added: 2024] (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March [removed: 21, 2011)] [added: 12, 2014)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041311002247/c64911_ex1-1.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0101.htm)] | [added: | |]

| 4.4 | [added: | |] [Form of [removed: 4.250%] [added: 3.500%] Senior Note due [removed: 2024] [added: 2025] (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March [removed: 12, 2014)] [added: 5, 2015)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm)] | [added: | |]

| 4.5 | [added: | |] [Form of [removed: 3.500%] [added: 4.700%] Senior Note due [removed: 2025] [added: 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) | [added: | |]

| 4.6 | [added: | |] [Form of [removed: 4.700%] [added: 3.450%] Senior Note due [removed: 2045] [added: 2026] (filed as an Exhibit to the [removed: Company's] [added: Company’s] current report on Form 8-K (Date of Report: [removed: March 5, 2015)] [added: May 23, 2016)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0101.htm)] | [added: | |]

| 4.7 | [added: | |] [Form of [removed: 3.450%] [added: 4.200%] Senior Note due [removed: 2026] [added: 2029] (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: [removed: May 23, 2016)] [added: March 7, 2019)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0101.htm)] | [added: | |]

| 4.8 | [added: | |] [Form of [removed: 4.200%] [added: 2.950%] Senior Note due [removed: 2029] [added: 2030] (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: [removed: March 7,] [added: December 9,] 2019) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000957/ss159854_ex0101.htm)] | [added: | |]

| 4.9 | [added: | |] [Form of [removed: 2.950%] [added: 2.800%] Senior Note due [removed: 2030] [added: 2031] (filed as an Exhibit to the Company’s current [removed: report] [added: re](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000458/ss173511_ex0101.htm)[port] on Form 8-K (Date of Report: [removed: December 9, 2019)] [added: May 11, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000957/ss159854_ex0101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000458/ss173511_ex0101.htm)] | [added: | |]

| 4.10 | [added: | |] [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) | [added: | |]

| 4.11 | [added: | |] [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) | [added: | |]

| 4.12 | [added: | |] [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) | [added: | |]

| 4.13 | [added: | |] [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) | [added: | |]

| 4.14 | [added: | |] [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) | [added: | |]

| 4.15 | [added: | |] [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) | [added: | |]

| 4.16 | [added: | |] [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) | [added: | |]

| 4.17 | [added: | |] [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) | [added: | |]

| 4.18 | [added: | |] [Eighth Supplemental Indenture dated as of July 31, 2006, 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: July 31, 2006) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706003285/ex4-1.htm) | [added: | |]

| 4.19 | [added: | |] [Ninth Supplemental Indenture dated as of September 30, 2006, 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: September 30, 2006) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706004130/ex4-1.htm) | [added: | |]

| 4.20 | [added: | |] [Tenth Supplemental Indenture dated as of June 22, 2007, 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: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-11.htm) | [added: | |]

| 4.21 | [added: | |] [Eleventh Supplemental Indenture dated as of June 22, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (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_ex4-14.htm) | [added: | |]

| 4.22 | [added: | |] [Twelfth Supplemental Indenture dated as of June 25, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (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_ex4-15.htm) | [added: | |]

| 4.23 | [added: | |] [Thirteenth Supplemental Indenture dated as of November 17, 2009, 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 17, 2009) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041309005838/c59427_ex4-14.htm) | [added: | |]

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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| 3. | Exhibits |

| 4.31* | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex431.htm) |

| 11.1 | Statement re: Computation of Earnings Per Common Share (the calculation of per share earnings is in Part II, Item 8, Note 4 to the consolidated financial statements (Earnings Per Share) and is omitted in accordance with Item 601(b)(11) of Regulation S-K) |

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: 20, 2020.][added: 22, 2021.]

| | [added: | |] QUEST DIAGNOSTICS INCORPORATED | | [added: | | | |]

| | [added: | |] (Registrant) | | [added: | | | |]

| | [added: | |] By: | [added: | |] /s/Stephen H. Rusckowski | [added: | |]

| | | [added: | | | |] Stephen H. Rusckowski | [added: | |]

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

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: 20, 2020.][added: 22, 2021.]

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

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

| /s/Mark J. Guinan Mark J. Guinan | | [added: | | | |] Executive Vice President and Chief Financial Officer (Principal Financial Officer) | [added: | |]

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

| /s/Vicky B. Gregg Vicky B. Gregg | | [added: | | | |] Director | [added: | |]

| /s/Timothy L. Main Timothy L. Main | | [added: | | | |] Director | [added: | |]

| /s/Denise M. Morrison Denise M. Morrison | | [added: | | | |] Director | [added: | |]

| /s/Gary M. Pfeiffer Gary M. Pfeiffer | | [added: | | | |] Director | [added: | |]

| /s/Timothy M. Ring Timothy M. Ring | | [added: | | | |] Director | [added: | |]

| /s/Daniel C. Stanzione Daniel C. Stanzione | | [added: | | | |] Director | [added: | |]

| /s/Helen I. Torley Helen I. Torley | | [added: | | | |] Director | [added: | |]

| /s/Gail R. Wilensky Gail R. Wilensky | | [added: | | | |] Director | [added: | |]

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

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| | [added: | |] (dollars in millions, except per share data) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

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

| Net revenues | [added: | |] $ | [removed: 7,726] [added: 9,437] | | | [added: | |] $ | [removed: 7,531] [added: 7,726] | | | [added: | |] $ | [removed: 7,402] [added: 7,531] | | | [added: | |] $ | [removed: 7,214] [added: 7,402] | | | [added: | |] $ | [removed: 7,493] [added: 7,214] | |

| Operating income | [added: | | 1,971 | | | | | |] 1,231 | | | | [added: | |] 1,101 | | | | [removed: 1,165] | | [added: 1,165] | | [removed: 1,277] | | | | [removed: 1,399] [added: 1,277] | | |

| Income from continuing operations | [added: | | 1,499 | | | | | |] 886 | | | | [added: | |] 788 | | | | [removed: 824] | | [added: 824] | | [removed: 696] | | | | [removed: 753] [added: 696] | | |

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

| Net income | [added: | | 1,499 | | | | | |] 906 | | | | [added: | |] 788 | | | | [removed: 824] | | [added: 824] | | [removed: 696] | | | | [removed: 753] [added: 696] | | |

| Less: Net income attributable to noncontrolling interests | [added: | | 68 | | | | | |] 48 | | | | [added: | |] 52 | | | | [removed: 52] | | [added: 52] | | [removed: 51] | | | | [removed: 44] [added: 51] | | |

| Net income attributable to Quest Diagnostics | [added: | |] $ | [removed: 858] [added: 1,431] | | | [added: | |] $ | [removed: 736] [added: 858] | | | [added: | |] $ | [removed: 772] [added: 736] | | | [added: | |] $ | [removed: 645] [added: 772] | | | [added: | |] $ | [removed: 709] [added: 645] | |

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

| Income from continuing operations | [added: | |] $ | [removed: 838] [added: 1,431] | | | [added: | |] $ | [removed: 736] [added: 838] | | | [added: | |] $ | [removed: 772] [added: 736] | | | [added: | |] $ | [removed: 645] [added: 772] | | | [added: | |] $ | [removed: 709] [added: 645] | |

| Net income | [added: | |] $ | [removed: 858] [added: 1,431] | | | [added: | |] $ | [removed: 736] [added: 858] | | | [added: | |] $ | [removed: 772] [added: 736] | | | [added: | |] $ | [removed: 645] [added: 772] | | | [added: | |] $ | [removed: 709] [added: 645] | |

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

| Income from continuing operations | [added: | |] $ | [removed: 6.21] [added: 10.62] | | | [added: | |] $ | [removed: 5.39] [added: 6.21] | | | [added: | |] $ | [removed: 5.63] [added: 5.39] | | | [added: | |] $ | [removed: 4.58] [added: 5.63] | | | [added: | |] $ | [removed: 4.92] [added: 4.58] | |

| Income from discontinued operations | [removed: 0.15] | | [added: —] | | [removed: —] | | | | [added: 0.15 | | | | | |] — | | | | [added: | |] — | | | | [added: | |] — | | |

| Net income | [added: | |] $ | [removed: 6.36] [added: 10.62] | | | [added: | |] $ | [removed: 5.39] [added: 6.36] | | | [added: | |] $ | [removed: 5.63] [added: 5.39] | | | [added: | |] $ | [removed: 4.58] [added: 5.63] | | | [added: | |] $ | [removed: 4.92] [added: 4.58] | |

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

| Income from continuing operations | [added: | |] $ | [removed: 6.13] [added: 10.47] | | | [added: | |] $ | [removed: 5.29] [added: 6.13] | | | [added: | |] $ | [removed: 5.50] [added: 5.29] | | | [added: | |] $ | [removed: 4.51] [added: 5.50] | | | [added: | |] $ | [removed: 4.87] [added: 4.51] | |

| Net income | [added: | |] $ | [removed: 6.28] [added: 10.47] | | | [added: | |] $ | [removed: 5.29] [added: 6.28] | | | [added: | |] $ | [removed: 5.50] [added: 5.29] | | | [added: | |] $ | [removed: 4.51] [added: 5.50] | | | [added: | |] $ | [removed: 4.87] [added: 4.51] | |

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

| /s/Wright L. Lassiter, III Wright L. Lassiter, III | | | | | | Director | | |

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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[Table of](#i17586f5c1918467f84e9d79a5a08b3e4_7) [Contents](#i17586f5c1918467f84e9d79a5a08b3e4_7)

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(a)On January 1, 2019, we adopted a new lease accounting standard, which required us to recognize an asset and a liability for most operating leases on our balance sheet.

As of December 31, 2019, operating lease right-of-use assets and operating lease liabilities totaled $518 million and $558 million, respectively.

Periods prior to 2019 have not been restated.

During the third quarter of 2006, we completed the wind down of Nichols Institute Diagnostics ("NID"), a test kit manufacturing subsidiary, which was reported as discontinued operations through 2019, at which point certain income tax contingencies related to NID were resolved.

During 2020, our results were materially impacted by the COVID-19 pandemic including a decline in testing volume in our base business (which excludes COVID-19 molecular and antibody testing) which was more than offset by COVID-19 molecular and antibody testing.

(b)On January 21, 2020, we completed the acquisition of Blueprint Genetics Oy ("Blueprint Genetics").

On April 6, 2020, we completed the acquisition of select assets which constitute substantially all of the operations of Memorial Hermann Diagnostics Laboratories, the outreach laboratory division of Memorial Hermann Health System ("Memorial Hermann").

On August 1, 2020, we completed the acquisition of the remaining 56% interest in Mid America Clinical Laboratories, LLC ("MACL") from our joint venture partners.

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| (a) | Net revenues for the years ended December 31, 2019, 2018, 2017 and 2016 reflect the impact of new revenue recognition rules that became effective January 1, 2018 and were adopted on a retrospective basis; net revenues for the year ended December 31, 2015 have not been restated. On January 1, 2019, we adopted a new lease accounting standard, which required us to recognize an asset and a liability for most operating leases on our balance sheet. As of December 31, 2019, operating lease right-of-use assets and operating lease liabilities totaled $518 million and $558 million, respectively. Prior periods have not been restated. See Note 2 to the audited consolidated financial statements for further details on the adoption of new accounting standards. During the third quarter of 2006, we completed the wind down of Nichols Institute Diagnostics ("NID"), a test kit manufacturing subsidiary, which was reported as a discontinued operation for all periods presented. |

| (f) | On May 1, 2017, we completed the acquisition of the outreach laboratory services business of PeaceHealth Laboratories ("PHL"). On July 14, 2017, we completed the acquisition of Med Fusion, LLC and Clearpoint Diagnostic Laboratories, LLC ("Med Fusion"). On September 28, 2017, we completed the acquisition of the outreach laboratory services businesses of two hospitals of Hartford HealthCare Corporation ("HHC"), The William W. Backus Hospital and The Hospital of Central Connecticut. On December 1, 2017, we completed the acquisition of Cleveland HeartLab, Inc. ("CHL"). On December 7, 2017, we completed the acquisition of certain assets of the clinical and anatomic pathology laboratory business of Shiel Holdings, LLC ("Shiel"). Consolidated operating results for 2017 include the results of operations of PHL, Med Fusion, the outreach laboratory services businesses of The William W. Backus Hospital and The Hospital of Central Connecticut, CHL and Shiel subsequent to the closing of the applicable acquisition. For further details regarding our acquisitions, see Note 6 to the audited consolidated financial statements. |

| (h) | On February 29, 2016, we completed the acquisition of the outreach laboratory services business of Clinical Laboratory Partners, LLC ("CLP"), a wholly-owned subsidiary of HHC. Consolidated operating results for 2016 include the results of operations of CLP subsequent to the closing of the acquisition. On May 13, 2016, we completed the sale of our Focus Diagnostics products business ("Focus Sale"). Our Focus Diagnostics products business was not classified as a discontinued operation. For further details regarding dispositions, see Note 7 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018. |

| (j) | On August 3, 2015, we completed the acquisition of MemorialCare Health System's laboratory outreach services business ("MemorialCare"). On November 16, 2015, we completed the acquisition of the business assets of Superior Mobile Medics, Inc. ("Superior Mobile Medics"). Consolidated operating results for 2015 include the results of operations of MemorialCare and Superior Mobile Medics subsequent to the closing of the applicable acquisition. In July 2015, we contributed our clinical trials testing business to a newly formed global clinical trials central laboratory services joint venture with IQVIA Holdings Inc., Q2 Solutions ("Clinical Trials Contribution"). Our clinical trials testing business was not classified as a discontinued operation. |

| • | pre-tax gain of $334 million associated with the Clinical Trials Contribution; |

| • | net pre-tax charges of $33 million primarily associated with non-cash asset impairment charges and other costs associated with winding down our Celera products business and another subsidiary, and costs incurred related to |

certain legal matters, partially offset by a pre-tax gain of $13 million associated with a decrease in the fair value of the contingent consideration accrual associated with our Summit Health, Inc. acquisition.

| • | $144 million of pre-tax charges on retirement of debt and the related income tax benefit of $57 million; |

| • | deferred income tax expense of $145 million associated with the gain on the Clinical Trials Contribution; |

| • | $58 million deferred income tax benefit associated with winding down a subsidiary; |

| • | a $57 million income tax benefit on the retirement of debt; |

| • | payments associated with an additional payroll cycle in 2015; and |

| • | an income tax payment in the third quarter of 2015 associated with certain tax contingencies. |

Net cash used in investing activities included a $33 million investment in Q2 Solutions.

| • | $139 million of pre-tax cash charges on retirement of debt, principally consisting of premiums paid; |

| • | $51 million of deferred acquisition consideration payments, primarily to UMass Memorial Medical Center ("UMass"), related to the business acquisition in 2013; and |

| • | $63 million of proceeds from the sale of a noncontrolling interest in a subsidiary to UMass. |

2019 Highlights

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

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.

Long-term Strategic Partnership with UnitedHealthcare

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.

For additional information on our key trends, which present both opportunities and risks, see "*Item 1.

Business: The Clinical Testing Industry*."