Quest Diagnostics (DGX) 10-K risk factor changes: FY2021 vs FY2020

Our business, consolidated financial condition, revenues, results of operations, profitability, reputation or cash [removed: flows] [added: flows, or the price of our common stock,] could be materially impacted by any of these factors.

| 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: [42](#i17586f5c1918467f84e9d79a5a08b3e4_46).] [added: [42](#ib4001cf8768244cca3f772bfc08f865b_58).] | | |

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

Significant change is taking place in the healthcare system, including as discussed above under the heading The Clinical Testing Industry, beginning on page [removed: 14.][added: 15.]

We believe that PAMA-driven reimbursement pressure [removed: 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 health plans [added: and consumers] increasingly are focusing on driving better value in laboratory testing services.

We primarily compete with three types of clinical testing providers: other commercial clinical laboratories, [removed: hospital-affiliated] [added: IDN-affiliated] laboratories and physician-office laboratories.

We also compete with other providers, including anatomic pathology [removed: practices and] [added: practices,] large physician group [removed: practices.][added: practices and providers of consumer-initiated testing.]

[removed: Hospitals] [added: IDNs] generally maintain on-site laboratories to perform testing on their patients (inpatient or outpatient).

In addition, many [removed: hospitals] [added: IDNs] compete with commercial clinical laboratories for outreach [removed: (non-hospital] [added: (non-IDN] patients) testing.

[removed: Hospitals] [added: IDNs] may seek to leverage their relationships with community clinicians and encourage the clinicians to send their outreach testing to the [removed: hospital's] [added: IDN's] laboratory.

As a result of this affiliation between [removed: hospitals] [added: IDNs] and community clinicians, we compete against [removed: hospital-affiliated] [added: IDN-affiliated] laboratories primarily based on quality and scope of service as well as pricing.

In addition, [removed: hospitals] [added: IDNs] that own physician practices may encourage or require the practices to refer testing to the [removed: hospital's] [added: IDN's] laboratory.

In recent years, there has been a trend of [removed: hospitals] [added: IDNs] acquiring physician practices, increasing the percentage of physician practices owned by [removed: hospitals.][added: IDNs.]

Increased [removed: hospital] [added: IDN] ownership of physician practices may enhance clinician ties to [removed: hospital-affiliated] [added: IDN-affiliated] laboratories and may strengthen their competitive position.

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

Competitors also may offer testing to be performed outside of a 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 [removed: hospitals] [added: IDNs] in their own laboratories; and (3) home testing that can be carried out without requiring the services of outside providers.

Pursuant to PAMA, reimbursement rates for many clinical laboratory tests provided under Medicare were reduced [removed: in 2018, 2019 and] [added: from 2018 -] 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: 2022-24] [added: 2023-25] is capped by PAMA at 15% annually.

These initiatives have included coinsurance for clinical testing services, co-payments for clinical testing and further laboratory [added: physician] fee schedule reductions.

[removed: Since the passage of ACA, there] [added: There] is increased market activity regarding alternative payment models, including bundled payment models.

[removed: These health] [added: Health] plans, and independent physician associations, may demand that clinical testing providers accept discounted fee structures or assume all or a portion of the financial risk associated with providing testing services to their members through capitated payment arrangements.

The increased consolidation among health plans also has increased pricing transparency and [added: their] bargaining power and the potential adverse impact of ceasing to be a contracted provider with any such insurer.

[removed: These steps may] [added: Steps to reduce utilization and reimbursement also] discourage innovation and access to innovative solutions that we may offer.

Failure to establish, and perform to, appropriate quality [removed: standards] [added: standards, or] to assure that the appropriate standard of quality is observed in the performance of our diagnostic information [removed: services] [added: services,] could adversely affect the results of our operations and adversely impact our reputation.

The services that we provide are intended to provide information [removed: for healthcare providers] in providing patient care.

We may be sued under physician liability or other liability law for acts or omissions by our pathologists, laboratory personnel and [removed: hospital] [added: IDN] employees who are under the supervision of our [removed: hospital-based] [added: IDN-based] pathologists.

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

If we fail to comply with applicable laws and regulations, or if we fail to maintain, renew or obtain necessary permits, licenses and approvals, we could suffer civil and criminal penalties, fines, exclusion from participation in [removed: governmental healthcare programs and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur additional liabilities from third-party claims.]

Depending on the billing arrangement and applicable law, we bill various payers, such as patients, insurance companies, Medicare, Medicaid, clinicians, [removed: hospitals] [added: IDNs] and employer groups.

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

Our international operations increase our exposure to risks inherent in doing business in non-U.S. markets, which may vary by market and include: intellectual property legal protections and remedies; weak legal systems which [removed: may] [added: may, among other things,] affect our ability to enforce contractual rights; trade regulations and procedures and actions affecting approval, production, pricing, reimbursement and marketing of services; and challenges based on differing languages and cultures.

In addition, we may be subject to intellectual property [removed: litigation] [added: litigation,] and we may be found to infringe on the proprietary rights of others, which could force us to do one or more of the following:

We are involved in various legal proceedings arising in the ordinary course of business including, among other things, disputes as to intellectual property, professional liability and employee-related matters, as well as inquiries from governmental [removed: agencies and Medicare or Medicaid carriers.]

As of December 31, [removed: 2020,] [added: 2021,] we had approximately $4.0 billion of debt outstanding.

The development of new technologies (including artificial intelligence technologies) may impact the healthcare industry, and the development of new, more cost-effective solutions that can be performed by our customers or by patients, and the continued internalization of testing by [removed: hospitals] [added: IDNs] or clinicians, could negatively impact our testing volume and revenues.

[removed: For example, digital pathology is an emerging] technology that may change the practice of pathology.

Competitors also may offer testing to be performed outside of a commercial clinical laboratory, such as (1) point-of-care testing that can be performed by clinicians in their offices; (2) complex testing that can be performed by [removed: hospitals] [added: IDNs] in their own laboratories; and (3) home testing that can be carried out without requiring the services of outside providers.

Further, diagnostic tests approved or cleared by the FDA for home use are automatically deemed to be “waived” tests under CLIA and may be performed by [removed: patients] [added: consumers] in their homes; test kit manufacturers could seek to increase sales to patients of such test kits.

[removed: Hospitals] [added: IDNs] also are internalizing clinical laboratory testing, including some non-routine and advanced testing.

PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in December 2021, which further delayed the reimbursement rate reductions and reporting requirements until January 1, 2023.

Reimbursement for Medicare services also is subject to annual reduction under the Budget Control Act of 2011, the Statutory Pay-As-You-Go Act of 2010 and the Physician Fee Schedule.

Other steps taken to reduce utilization and reimbursement include requirements to obtain diagnosis codes to obtain payment, increased documentation requirements, limiting the allowable number of tests or ordering frequency, expanded prior authorization programs and otherwise increasing payment denials.

Other steps taken to reduce utilization and reimbursement include requirements to obtain diagnosis codes to obtain payment, increased documentation requirements, limiting the allowable number of tests or ordering frequency, expanded prior authorization programs and otherwise increasing payment denials.

Steps to reduce utilization and reimbursement also discourage innovation and access to innovative solutions that we may offer.

governmental healthcare programs and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur additional liabilities from third-party claims.

In addition, failure to comply with applicable laws relating to billing government healthcare programs may result in various consequences, including: civil and criminal fines and penalties,

agencies and Medicare or Medicaid carriers.

U.S. Government rules and regulations concerning mandatory COVID-19 vaccination of U.S.-based employees of companies that work on or in support of federal government contracts, or other COVID-19 vaccine mandates, could have a material adverse impact on our business and consolidated results of operations.

In September 2021, President Biden issued an executive order requiring all employers with U.S. Government contracts to ensure that their U.S.-based employees, contractors and subcontractors, that work on or in support of U.S. government contracts, are fully vaccinated against COVID-19 as required by the executive order.

The executive order is being challenged in courts and is currently not in effect.

However, other federal, state and local government vaccine mandates are in effect; some of these mandates have application to the Company (directly or indirectly), others do not have application to the Company.

Further, additional vaccine and testing mandates have been and may in the future be announced by private parties (such as contract counterparties) and in other jurisdictions in which we operate; such mandates may conflict with each other.

Requirements to mandate COVID-19 vaccination of all or significant portions of our workforce could result in labor disruptions, employee attrition, difficulty in satisfying future labor needs and sanctions or penalties.

Borrowings under our credit facilities may be made at interest rates that are based on the London Interbank Offered Rate (“LIBOR”), which is a widely used benchmark for establishing interest rates globally.

As a result of concerns regarding the accuracy of the calculation of LIBOR, the United Kingdom’s Financial Conduct Authority announced that it intends to no longer compel member banks to submit rates used to calculate LIBOR after December 31, 2021.

These reforms may cause LIBOR to cease to exist as a reference rate.

A committee established by the Federal Reserve Board announced a new index, based on overnight repurchase agreements collateralized by U.S. Treasury securities, as an alternative to LIBOR; other jurisdictions have proposed different alternatives.

At this time, it is not possible to predict the replacement rate for U.S. dollar LIBOR (which is the LIBOR rate that we most frequently rely on), and the consequences to us cannot be predicted.

While we expect to be able to transition all LIBOR-based instruments and contracts to an alternative reference rate upon the cessation of LIBOR, there is no guarantee that we will be able to do so.

Changes in market interest rates may negatively influence our financing costs and the valuation of derivative instruments.

For example, digital pathology is an emerging

External actors may develop and deploy viruses, other malicious software programs, ransomware attacks, distributed denial of service attacks or other attempts to harm or obtain unauthorized access to our systems.

In August 2021, ReproSource, our subsidiary, experienced a data security incident in which an unauthorized party may have accessed or acquired protected health information and personally identifiable information of ReproSource patients (in connection with the incident, ReproSource discovered and contained ransomware).

The Company’s other systems were not impacted or compromised by this incident.

Although the attacks we have experienced have not materially disrupted, interrupted, damaged or shutdown the Company's IT systems, or materially disrupted the Company's performance of its business, the mitigation or remediation efforts that we have undertaken, and may undertake in the future, require the attention of management and expenditures of resources, which can be significant.

The supply of qualified technical, managerial and other personnel, including phlebotomists and processors, is currently constrained; competition for qualified employees, even across different industries, is intense, including as individuals leave the job market.

We operate facilities across the United States, and consumers frequently visit our facilities in person.

Although we maintain a business continuity program to prepare for and respond to such events, because of their unpredictable nature, these events may limit or interrupt our ability to conduct operations.

A number of suppliers and manufacturers we rely upon have been experiencing and may continue to experience disruptions and delays, as a result of ongoing raw material and labor shortages, supply challenges, and business limitations or shutdowns resulting from the COVID-19 pandemic, which may prevent us from obtaining equipment and supplies in a timely manner or at a reasonable price.

The COVID-19 pandemic has also caused significant disruptions in transport and logistics services as a result of facility closures, labor shortages or other challenges, which may affect our ability to transport specimens, receive supplies or materials from our suppliers or otherwise provide our services.

These conditions may continue or deteriorate in the future.

The ACA established the Center for Medicare and Medicaid Innovation to examine alternative payment methodologies and conduct demonstration programs.

The ACA provided for extensive health insurance reforms, including the elimination of pre-existing condition exclusions and other limitations on coverage, fixed percentages on medical loss ratios, expansion in Medicaid and other programs, employer mandates, individual mandates, creation of state and regional health insurance exchanges, and tax subsidies for individuals to help cover the cost of individual insurance coverage.

The ACA also permits the establishment of ACOs.

Certain aspects of the ACA have been repealed, delayed or modified.

The scope and timing of any further legislation to repeal, amend, replace, or reform the rest of the ACA is uncertain, but if such legislation were to become law, it could have a significant impact on the U.S. healthcare system.

In addition, uncertainty regarding the status of the ACA prior to any such repeal, amendment, replacement or reform could create uncertainty generally in the healthcare market.

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

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

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

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.

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.

The ACA includes further provisions that are designed to control utilization and payment levels.

Government payers and third parties, including health plans, may establish reimbursement levels that do not properly recognize the value of new and innovative solutions.

Government payers and third parties, including health plans, are taking steps to reduce utilization of, and reimbursement for, some new and innovative healthcare solutions, including new tests and other solutions that we may offer.

In response to requests from payers to have a strategy to report a single or at most a few codes to describe procedures used to perform molecular and toxicology testing, the American Medical Association CPT® Editorial Panel has established and replaced billing codes used to report those procedures.

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

While some payers have adopted the new payment methods, others have not yet modified their systems and ask that laboratories continue to report their services using the previous reporting strategies, when those codes still exist.

In addition, the FDA continued during 2020 to work on a pre-certification program to help software developers have a speedier and less restrictive path to clearance or approval of their software.

From time to time, our IT systems have experienced other attacks, viruses, attempted intrusions or similar problems, but each was mitigated.

None materially disrupted, interrupted, damaged or shutdown the company's IT systems, materially disrupted the Company's performance of its business or, to the Company's knowledge, resulted in material unauthorized access to data.

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

Test results were not included.

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

Any mitigation or remediation efforts that we undertake may require expenditures of significant resources and the diversion of the attention of management.

Our people are a critical resource.

The supply of qualified personnel may be limited and competition for qualified employees is strong.

| See page [57](#ib4001cf8768244cca3f772bfc08f865b_133). | | |

| See page [63](#i17586f5c1918467f84e9d79a5a08b3e4_121). | | |

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

During [removed: 2020,] [added: 2021,] we generated net revenues of [removed: $9.4] [added: $10.8] billion.

Additional financial information concerning Quest Diagnostics for each of the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] is included in the consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

[removed: ][added: ]

[removed: In 2020,] Quest Diagnostics [removed: was] [added: is] 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 [removed: provided] [added: provide] 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 [added: have] performed [removed: over 30] [added: approximately 63] million of these tests.

[removed: Beginning in March 2020, we worked closely] [added: We are working] 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 [added: are] also [removed: provided] [added: providing] data on COVID-19 testing that we [removed: conducted] [added: conduct] to federal, state and local public health authorities, including the federal Centers for Disease Control and Prevention, and [removed: participated] [added: participate] 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 [removed: played] [added: play] and [removed: worked] [added: work] tirelessly to help patients and communities access quality COVID-19 testing.

[removed: During 2020, we also saw] [added: We have seen] how underserved communities [removed: were] [added: are being] disproportionately impacted by COVID-19 with tragic consequences.

[removed: With] [added: We also continued, with] the Quest Diagnostics Foundation, [removed: we launched] Quest for Health Equity, [removed: a $100 million-plus] [added: our] initiative to [added: help] reduce health disparities in underserved communities.

Our approach to fighting the [added: COVID-19] pandemic has been rooted in our vision of empowering better health through diagnostic insights.

[removed: ][added: ]

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

Our approach to [added: acquisitions, and the key] acquisitions [removed: is] [added: we consummated during 2021, are] discussed below under the heading Deliver disciplined capital deployment*.*

We strengthen our relationships with health plans and increase the volume of our services for their members by [added: focusing on] driving value [removed: with employers] and providing strong value propositions for members and clinicians.

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

We have deployed a dedicated [removed: health systems] team to strengthen our relationships with IDNs, including with respect to their reference testing.

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

[removed: |] Our industry-leading Professional Laboratory [removed: Services] [added: Services, highlighted in Table 3, provides a] suite of solutions [added: to] help IDNs build and execute their laboratory strategy, improve quality, reduce the cost of care and focus on core competencies. [removed: | | | | | |]

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

| Test menu optimization and spend consolidation | | | [removed: Blood utilization management] [added: Reference testing, including advanced diagnostics] | | |

Starting with a clinical focus on a specific disease state or clinical problem, we take advantage of advanced technology for more precise, comprehensive and actionable [removed: information, and deliver the information to the medical community in a meaningful way.][added: information.]

We make innovative [removed: diagnostic] solutions available to community physicians through our connectivity solutions, operational footprint and by making complex results actionable.

We plan to expand our innovative [removed: diagnostic] solutions through research and development, as well as partnerships with academic institutions, other technology and healthcare leaders and public health agencies.

| Clinical Franchises (Table [removed: 4)] [added: 9)] | | | | | |

[removed: The Company has a long history of focusing on consumer interests, and continues] [added: We will continue] to focus on improving the consumer experience, including through improved digitization and other enhancements of our operations.

| Consumer-Centric Initiatives (Table [removed: 5)] [added: 4)] | | | | | |

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

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

| Convenient access | | | • Partnerships with Walmart and Safeway to expand convenient access to testing services at select Walmart and Safeway locations across the United States [removed: (>200] [added: (approximately 230] locations at year end). | | |

| Consumer-initiated testing | | | • [removed: QuestDirectTM, our consumer-initiated testing service, is available in nearly all states. •] Consumers can choose from [added: approximately 50 different] test packages [removed: (*e.g.*,] [added: focused on consumer interests, such as] general health, men's and women's health, digestive health, heart health, infectious disease, sexually transmitted [removed: disease), which] [added: disease, COVID-19 and Lyme disease. In 2021, we] expanded [removed: in 2020] [added: our offerings] to include [removed: testing] [added: Insure® ONETM] for [removed: COVID-19 with at-home specimen collection.] [added: colorectal cancer screening.] | | |

| [removed: Consumer connectivity] [added: Connectivity] and access to information | | | • [removed: >14.5] [added: >21.5] million registered users in our MyQuest® health portal and mobile connectivity [removed: solution.] [added: solution, up nearly 7 million from a year ago.] • [removed: During 2020, partnered with The Commons Project to make] Quest lab results available for Android users through the CommonHealth app. • MyQuest® supports Health Records using the Apple Health app. • Using MyQuest,® consumers can manage healthcare for a group of individuals. | | |

| [removed: Consumer satisfaction] [added: Satisfaction] | | | • We are measuring consumer satisfaction, including Net Promoter [removed: Score based on experience at our patient service centers.] [added: Score.] | | |

Our [removed: services help healthcare providers,] [added: extended care services, including home-based] health [removed: plans, sponsors] [added: risk assessments] and [removed: IDNs] [added: related services, help] deliver better care to their patient populations by identifying and filling gaps in care for their patient populations and by enabling them to deliver the most effective healthcare to the right populations and individuals.

[removed: Our offerings] [added: These services] leverage the power of our assets [added: (*e.g*., our extensive clinical data] and [added: data analytics services) and] capabilities (*e.g*., call [removed: centers;] [added: centers,] patient service [removed: centers;] [added: centers] and mobile workforce, including professionals) and [removed: integrate our extensive clinical data,] [added: focus on extending the reach of clinician offices beyond their traditional four walls to assess the health of their populations,] and [removed: include data analytics] [added: doing so when] and [removed: extended care services.][added: where it is convenient for consumers.]

For example, Quest Lab StewardshipTM employs machine learning to help optimize [added: medically-appropriate] laboratory test utilization.

[removed: We also] [added: During 2021, we] made strong progress on our improvement initiatives.

Our cost excellence program, Invigorate, includes structured plans to drive savings and improve [removed: performance] [added: productivity] across the value chain, including in such areas as revenue services, information technology and procurement.

We currently aim annually to [removed: save approximately] [added: achieve savings and productivity improvements of] 3% of our costs.

We also have a robust Supplier Quality Program designed to ensure we have a [removed: high quality] [added: high-quality] supplier network and to raise the bar of quality expectations across that network.

We have built up and maintain the testing capacity to handle surges in COVID-19 testing demands, including using our national courier, air fleet and logistics network to balance volume across approximately two dozen COVID-19 testing laboratories, and also through our laboratory referral partner program.

With the Quest Diagnostics Foundation, we launched Quest for Health Equity, an initiative to reduce health disparities in underserved communities in the U.S. This initiative is providing a combination of testing services, education programs, alliances and financial support to efforts to address health disparities.

Since its inception, we have launched over 25 programs across the U.S. and Puerto Rico, including supporting COVID-19 testing and vaccination events, educating young students on healthy nutrition choices and expanding research and mentorship opportunities for black and Hispanic scholars.

| 2. Capitalizing on increased health plan access | | |

| 3. Increasing share with IDNs | | |

| 4. Growing Advanced Diagnostics | | |

| 5. Building consumer-initiated testing | | |

Growing through acquisitions.* We endeavor to grow revenue each year by more than 2% through accretive, strategic acquisitions (our target is based on our revenues excluding the revenues from our COVID -19 testing).

Acquisition opportunities may include IDN outreach businesses, regional laboratory consolidation and businesses that will provide us with new capabilities.

Capitalizing on increased health plan access.* We are focused on opportunities to partner with health plans.

This includes working with payers to reduce the cost of care, improve the customer experience and drive better outcomes for populations.

For example, we strive to build information platforms to help health plans manage utilization and population health, keep laboratory testing in network and provide an alternative to high-cost labs.

We also offer extended care services to help close gaps in care designed to be attractive to payers, for example through our Quest HealthConnect offerings.

In 2021, we made progress with value-based programs with UnitedHealthcare and broadened redirection and network leakage efforts with Anthem.

We also renewed our longstanding

relationships with Aetna (remaining a preferred laboratory provider and partner in Aetna's network) and EmblemHealth (one of the nation's largest non-profit health insurers).

In addition, we expanded access, including with Highmark Delaware and other plans.

*3.

We target three specific segments: reference testing, outreach testing and lab management.

We purchase outreach testing businesses from IDNs that decide to exit that business.

In 2021, we recorded our highest level of Professional Laboratory Services revenues to date and, as discussed below under the heading Deliver disciplined capital deployment, acquired the outreach testing business of Mercy.

*Growing Advanced Diagnostics.* We are a leading provider of Advanced Diagnostics, with an array of offerings across the spectrum.

We aim to accelerate the growth of our Advanced Diagnostics offerings to a growth rate of at least 8% per year.

We have been investing in our Advanced Diagnostics offerings, including to enhance our innovation capabilities and to strengthen our service offering and sales force, to make our Advanced Diagnostics offerings more attractive and accessible to IDNs and clinicians.

In addition, we have invested in reducing the cost of next-generation sequencing and combining that with the power of our Blueprint Genetics® data analytics capabilities.

We are seeking to apply the capabilities gained by these efforts to other areas where we can make a meaningful difference in health care, including consumer genetics and offerings to pharmaceutical companies, IDNs and health plans.

In 2021, we expanded our offerings with the addition of Biocept Inc.'s liquid biopsy test for non-small cell lung cancer.

We also saw strong growth in non-invasive prenatal testing and a solid contribution in specialty genetics from Blueprint Genetics.

*Building consumer-initiated testing.* For many years, we have been focused on the consumer, and have taken strong steps to be recognized as the consumer-friendly provider of choice of diagnostic information services.

Our strong consumer focus is highlighted in Table 4.

For example, in 2021 we improved the functionality of our MyQuest® app, taking into account consumer feedback.

In 2018, we launched QuestDirect®, our consumer-initiated testing offering that permits consumers to request their own lab tests, to allow consumers to take control of their health and to better understand their own health through access to personal diagnostic information.

In an evolving healthcare environment, consumers are increasingly engaged in their health care and want control, a dynamic experience and convenience.

We believe that by building on the foundation of our strong consumer focus we can capture growing opportunities in consumer-initiated testing.

In 2021, we continued the strong growth in QuestDirect® and launched our comprehensive consumer health profile, which offers consumers a picture of their own health through a battery of tests and biometric measurements that provides a personalized health quotient score that can be used to track health progress over time.

We also are extensively engaged with telehealth providers, supporting their offerings as a diagnostic information services provider.

| We are focusing on consumer interest to experience health care in a different way and empowering consumers to make important decisions about their health | | | | | |

| Consumer-Initiated Testing (Table 5) | | | | | |

| Self-collection technology | | | • In 2021, we expanded our proprietary, consumer-friendly self-collection technology offered to consumers at home. | | |

| Convenient access | | | • Access to services in our patient service centers and in select Walmart stores | | |

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

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.

| 2. Partnering with health plans, IDNs and other risk bearing entities | | |

| 3. Offering the broadest access to diagnostic innovation | | |

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

| 5. Supporting population health with data analytics and extended care services | | |

Growing through acquisitions.* We have maintained a strategy since November 2018 to grow revenue each year by more than 2% compound annual growth rate through accretive, strategic acquisitions.

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.

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

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

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

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.

| Joint venture | | | Reference testing, including advanced diagnostics | | |

3.

*Offering the broadest access to diagnostic innovation.* Our diagnostic solutions deliver high clinical value to the medical community nationwide.

We create value through scientific and product innovation and solution delivery for major clinical opportunities.

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).

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.

*Being recognized as the consumer-friendly provider of choice of diagnostic information services*.

We are focused on the consumer.

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.

*Supporting population health with data analytics and extended care services.* We support population health by offering services (*e.g*., home-based health risk assessments and related services) designed to identify gaps in care in a population, provide clinical solutions to close the gaps and foster consumer engagement with a solution.

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.

For example, we continued (i) consolidating and simplifying our immunoassay platforms, moving to a single supplier to provide greater throughput, autonomy and a more efficient footprint and (ii) optimizing our lab network through investments in our new 250,000 square foot flagship laboratory in Clifton, New Jersey, which we opened early in 2021 and will provide greater capacity, increased throughput and improved productivity.

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

For most of 2020, we suspended our share repurchase program due to the challenges and uncertainty associated with the COVID-19 pandemic.

In 2020, we consummated the acquisition of Blueprint Genetics, acquired substantially all the operations of Memorial Hermann Diagnostics Laboratories, the outreach laboratory division of Memorial Hermann Health System, and acquired from our joint venture partners the remaining 56% interest in Mid America Clinical Laboratories, LLC.

Our near-term

Further, we

seek innovative solutions to other challenges related to diagnostics information services faced by IDNs, health plans and other healthcare market participants.

We also developed and launched new test offerings to educational institutions, such as colleges and universities, to help facilitate the return to classrooms.

In addition, we launched automated next generation genetic sequencing, which will enable genetic screening faster and at much lower cost.

Our collaborations with CVS Health, Walmart and other partners regarding expanding access to COVID-19 testing during 2020 demonstrate this strength.

We also published over ten Health Trends reports on COVID-19 during 2020, including reports addressing the "hidden pandemic": reduced hemoglobin A1c diabetes monitoring as a consequence of the COVID-19 pandemic; a 46% decrease in newly identified cancer patients during the COVID-19 pandemic; and drug testing decreased by as much as 70%, while drug positivity rates increased (*e.g*., 35% increase for non-prescribed fentanyl; 44% increase for heroin), during the COVID-19 pandemic.

During 2020, COVID-19 was a key focus area for the Global Diagnostics Network, as members shared experiences and best practices regarding COVID-19 testing.

Our extended care services, including home-based health risk assessments and related services, leverage our assets and capabilities (*e.g*., call centers, patient service centers and mobile workforce, including professionals) and focus on extending the reach of clinician offices beyond their traditional four walls to assess the health of their populations, and doing so when and where it is convenient for consumers.

We are the leading provider of risk assessment services for the life insurance industry.

Other

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the approximately [removed: 134] [added: 122] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $15.2] [added: $16.1] billion, based on the closing price on such date of the registrant's Common Stock on the New York Stock Exchange.

As of January 31, [removed: 2021,] [added: 2022,] there were outstanding [removed: 133,454,761] [added: 119,454,781] shares of the registrant’s common stock, $.01 par value.

| Portions of the registrant's Proxy Statement to be filed by April 30, [removed: 2021] [added: 2022] | | | Part III | | |

| Item 1. | | | [removed: [Business](#i17586f5c1918467f84e9d79a5a08b3e4_13)] [added: [Business](#ib4001cf8768244cca3f772bfc08f865b_13)] | | | [removed: [2](#i17586f5c1918467f84e9d79a5a08b3e4_13)] [added: [2](#ib4001cf8768244cca3f772bfc08f865b_13)] | | |

| | | | [Our [removed: Strategy](#i17586f5c1918467f84e9d79a5a08b3e4_19)] [added: Strategy](#ib4001cf8768244cca3f772bfc08f865b_19)] | | | [removed: [3](#i17586f5c1918467f84e9d79a5a08b3e4_19)] [added: [3](#ib4001cf8768244cca3f772bfc08f865b_19)] | | |

| | | | [Our [removed: Strengths](#i17586f5c1918467f84e9d79a5a08b3e4_22)] [added: Strengths](#ib4001cf8768244cca3f772bfc08f865b_22)] | | | [removed: [7](#i17586f5c1918467f84e9d79a5a08b3e4_22)] [added: [7](#ib4001cf8768244cca3f772bfc08f865b_22)] | | |

| | | | [Business [removed: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_25)] [added: Operations](#ib4001cf8768244cca3f772bfc08f865b_25)] | | | [removed: [11](#i17586f5c1918467f84e9d79a5a08b3e4_25)] [added: [12](#ib4001cf8768244cca3f772bfc08f865b_25)] | | |

| | | | [The Clinical Testing [removed: Industry](#i17586f5c1918467f84e9d79a5a08b3e4_28)] [added: Industry](#ib4001cf8768244cca3f772bfc08f865b_28)] | | | [removed: [14](#i17586f5c1918467f84e9d79a5a08b3e4_28)] [added: [15](#ib4001cf8768244cca3f772bfc08f865b_28)] | | |

| | | | [Available [removed: Information](#i17586f5c1918467f84e9d79a5a08b3e4_37)] [added: Information](#ib4001cf8768244cca3f772bfc08f865b_37)] | | | [removed: [29](#i17586f5c1918467f84e9d79a5a08b3e4_37)] [added: [29](#ib4001cf8768244cca3f772bfc08f865b_37)] | | |

| | | | [Information about Our Executive [removed: Officers](#i17586f5c1918467f84e9d79a5a08b3e4_40)] [added: Officers](#ib4001cf8768244cca3f772bfc08f865b_40)] | | | [removed: [30](#i17586f5c1918467f84e9d79a5a08b3e4_40)] [added: [30](#ib4001cf8768244cca3f772bfc08f865b_40)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i17586f5c1918467f84e9d79a5a08b3e4_43)] [added: Factors](#ib4001cf8768244cca3f772bfc08f865b_43)] | | | [removed: [32](#i17586f5c1918467f84e9d79a5a08b3e4_43)] [added: [32](#ib4001cf8768244cca3f772bfc08f865b_43)] | | |

| | | | [Cautionary Factors That May Affect Future [removed: Results](#i17586f5c1918467f84e9d79a5a08b3e4_46)] [added: Results](#ib4001cf8768244cca3f772bfc08f865b_58)] | | | [removed: [42](#i17586f5c1918467f84e9d79a5a08b3e4_46)] [added: [42](#ib4001cf8768244cca3f772bfc08f865b_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i17586f5c1918467f84e9d79a5a08b3e4_49)] [added: Comments](#ib4001cf8768244cca3f772bfc08f865b_61)] | | | [removed: [43](#i17586f5c1918467f84e9d79a5a08b3e4_49)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_61)] | | |

| Item 2. | | | [removed: [Properties](#i17586f5c1918467f84e9d79a5a08b3e4_52)] [added: [Properties](#ib4001cf8768244cca3f772bfc08f865b_64)] | | | [removed: [43](#i17586f5c1918467f84e9d79a5a08b3e4_52)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_64)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i17586f5c1918467f84e9d79a5a08b3e4_55)] [added: Proceedings](#ib4001cf8768244cca3f772bfc08f865b_67)] | | | [removed: [43](#i17586f5c1918467f84e9d79a5a08b3e4_55)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i17586f5c1918467f84e9d79a5a08b3e4_58)] [added: Disclosures](#ib4001cf8768244cca3f772bfc08f865b_70)] | | | [removed: [44](#i17586f5c1918467f84e9d79a5a08b3e4_58)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_70)] | | |

| Item 5. | | | [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i17586f5c1918467f84e9d79a5a08b3e4_64)] [added: Securities](#ib4001cf8768244cca3f772bfc08f865b_76)] | | | [removed: [45](#i17586f5c1918467f84e9d79a5a08b3e4_64)] [added: [45](#ib4001cf8768244cca3f772bfc08f865b_76)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_70)] [added: Operations](#ib4001cf8768244cca3f772bfc08f865b_82)] | | | [removed: [46](#i17586f5c1918467f84e9d79a5a08b3e4_70)] [added: [46](#ib4001cf8768244cca3f772bfc08f865b_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i17586f5c1918467f84e9d79a5a08b3e4_73)] [added: Risk](#ib4001cf8768244cca3f772bfc08f865b_85)] | | | [removed: [47](#i17586f5c1918467f84e9d79a5a08b3e4_73)] [added: [47](#ib4001cf8768244cca3f772bfc08f865b_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i17586f5c1918467f84e9d79a5a08b3e4_76)] [added: Data](#ib4001cf8768244cca3f772bfc08f865b_88)] | | | [removed: [47](#i17586f5c1918467f84e9d79a5a08b3e4_76)] [added: [47](#ib4001cf8768244cca3f772bfc08f865b_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i17586f5c1918467f84e9d79a5a08b3e4_79)] [added: Disclosure](#ib4001cf8768244cca3f772bfc08f865b_91)] | | | [removed: [47](#i17586f5c1918467f84e9d79a5a08b3e4_79)] [added: [47](#ib4001cf8768244cca3f772bfc08f865b_91)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i17586f5c1918467f84e9d79a5a08b3e4_82)] [added: Procedures](#ib4001cf8768244cca3f772bfc08f865b_94)] | | | [removed: [47](#i17586f5c1918467f84e9d79a5a08b3e4_82)] [added: [47](#ib4001cf8768244cca3f772bfc08f865b_94)] | | |

| Item 9B. | | | [Other [removed: Information](#i17586f5c1918467f84e9d79a5a08b3e4_85)] [added: Information](#ib4001cf8768244cca3f772bfc08f865b_97)] | | | [removed: [47](#i17586f5c1918467f84e9d79a5a08b3e4_85)] [added: [47](#ib4001cf8768244cca3f772bfc08f865b_97)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i17586f5c1918467f84e9d79a5a08b3e4_91)] [added: Governance](#ib4001cf8768244cca3f772bfc08f865b_103)] | | | [removed: [48](#i17586f5c1918467f84e9d79a5a08b3e4_91)] [added: [48](#ib4001cf8768244cca3f772bfc08f865b_103)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i17586f5c1918467f84e9d79a5a08b3e4_94)] [added: Compensation](#ib4001cf8768244cca3f772bfc08f865b_106)] | | | [removed: [48](#i17586f5c1918467f84e9d79a5a08b3e4_94)] [added: [48](#ib4001cf8768244cca3f772bfc08f865b_106)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' [removed: Matters](#i17586f5c1918467f84e9d79a5a08b3e4_97)] [added: Matters](#ib4001cf8768244cca3f772bfc08f865b_109)] | | | [removed: [48](#i17586f5c1918467f84e9d79a5a08b3e4_97)] [added: [48](#ib4001cf8768244cca3f772bfc08f865b_109)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i17586f5c1918467f84e9d79a5a08b3e4_100)] [added: Independence](#ib4001cf8768244cca3f772bfc08f865b_112)] | | | [removed: [48](#i17586f5c1918467f84e9d79a5a08b3e4_100)] [added: [48](#ib4001cf8768244cca3f772bfc08f865b_112)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i17586f5c1918467f84e9d79a5a08b3e4_103)] [added: Services](#ib4001cf8768244cca3f772bfc08f865b_115)] | | | [removed: [48](#i17586f5c1918467f84e9d79a5a08b3e4_103)] [added: [48](#ib4001cf8768244cca3f772bfc08f865b_115)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i17586f5c1918467f84e9d79a5a08b3e4_109)] [added: Schedules](#ib4001cf8768244cca3f772bfc08f865b_121)] | | | [removed: [49](#i17586f5c1918467f84e9d79a5a08b3e4_109)] [added: [49](#ib4001cf8768244cca3f772bfc08f865b_121)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i17586f5c1918467f84e9d79a5a08b3e4_112)] [added: Summary](#ib4001cf8768244cca3f772bfc08f865b_124)] | | | [removed: [55](#i17586f5c1918467f84e9d79a5a08b3e4_112)] [added: [54](#ib4001cf8768244cca3f772bfc08f865b_124)] | | |

| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_121)] [added: Operations](#ib4001cf8768244cca3f772bfc08f865b_133)] | | | | | | [removed: [63](#i17586f5c1918467f84e9d79a5a08b3e4_121)] [added: [57](#ib4001cf8768244cca3f772bfc08f865b_133)] | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#i17586f5c1918467f84e9d79a5a08b3e4_136)] [added: Reporting](#ib4001cf8768244cca3f772bfc08f865b_148)] | | | | | | [removed: [83](#i17586f5c1918467f84e9d79a5a08b3e4_136)] [added: [75](#ib4001cf8768244cca3f772bfc08f865b_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i17586f5c1918467f84e9d79a5a08b3e4_139)] [added: Firm](#ib4001cf8768244cca3f772bfc08f865b_151)] | | | | | | F- [removed: [1](#i17586f5c1918467f84e9d79a5a08b3e4_139)] [added: [1](#ib4001cf8768244cca3f772bfc08f865b_151)] | | |

| [Consolidated Financial Statements and Related [removed: Notes](#i17586f5c1918467f84e9d79a5a08b3e4_142)] [added: Notes](#ib4001cf8768244cca3f772bfc08f865b_154)] | | | | | | F- [removed: [3](#i17586f5c1918467f84e9d79a5a08b3e4_142)] [added: [3](#ib4001cf8768244cca3f772bfc08f865b_154)] | | |

| [Schedule II - Valuation Accounts and [removed: Reserves](#i17586f5c1918467f84e9d79a5a08b3e4_256)] [added: Reserves](#ib4001cf8768244cca3f772bfc08f865b_244)] | | | | | | F- [removed: [52](#i17586f5c1918467f84e9d79a5a08b3e4_256)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_244)] | | |

IDN - Independent Delivery Network (including [added: hospitals and] hospital health systems)

| Clinical Franchises | | | Table [removed: 4] [added: 9] | | | | | |

| Consumer-Centric Initiatives | | | Table [removed: 5] [added: 4] | | | | | |

| [removed: 2020] [added: 2021] Net Revenues | | | Table [removed: 9] [added: 10] | | | | | |

| | | | [Introduction](#ib4001cf8768244cca3f772bfc08f865b_16) | | | [2](#ib4001cf8768244cca3f772bfc08f865b_13) | | |

| | | | [General](#ib4001cf8768244cca3f772bfc08f865b_31) | | | [23](#ib4001cf8768244cca3f772bfc08f865b_31) | | |

| | | | [Regulation](#ib4001cf8768244cca3f772bfc08f865b_34) | | | [27](#ib4001cf8768244cca3f772bfc08f865b_34) | | |

| Item 6. | | | [Reserved](#ib4001cf8768244cca3f772bfc08f865b_79) | | | [46](#ib4001cf8768244cca3f772bfc08f865b_79) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib4001cf8768244cca3f772bfc08f865b_2192) | | | [47](#ib4001cf8768244cca3f772bfc08f865b_2192) | | |

| | | | | | | | | |

| Consumer-Initiated Testing | | | Table 5 | | | | | |

| Information Available at Our Corporate Responsibility Webpage | | | Table 18 | | | | | |

[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) | | |

| Item 6. | | | [Selected Financial Data](#i17586f5c1918467f84e9d79a5a08b3e4_67) | | | [46](#i17586f5c1918467f84e9d79a5a08b3e4_67) | | |

| [Selected Historical Financial Data of Our Company](#i17586f5c1918467f84e9d79a5a08b3e4_118) | | | | | | [58](#i17586f5c1918467f84e9d79a5a08b3e4_118) | | |

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

ACA - Affordable Care Act

CARES Act - Coronavirus Aid, Relief and Economic Security Act

LAB Act - Laboratory Access for Beneficiaries Act

| Clinical Testing Industry | | | Table 10 | | | | | |

In addition, we maintain offices, patient service centers and clinical laboratories in locations outside the United States, including in [added: Finland,] Puerto Rico and Mexico.

| One Insights Drive, Clifton, NJ 07012 (laboratory) | | | | | | Owned | | |

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

| 1715 Twin Springs Road, Baltimore, Maryland 21227 (laboratory) | | | | | | Owned | | |

| One Malcolm Avenue, Teterboro, New Jersey 07608 (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: 2021,] [added: 2022,] 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: 2020.][added: 2021.]

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

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

| Share Repurchase Program (A) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 1,167,138] [added: 1,306,502] | | | | | [added: | | |]

| Employee Transactions (B) | | | | | | [removed: 5,871] [added: —] | | | | | | $ | [removed: 114.01] [added: —] | | | | | N/A | | | | | | N/A | | | | | | [added: | | |]

| Employee Transactions (B) | | | | | | [removed: 226] [added: —] | | | | | | $ | [removed: 122.06] [added: —] | | | | | N/A | | | | | | N/A | | | | | | [added: | | |]

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

[removed: (A)Since] [added: Since] the share repurchase program's inception in May 2003, our Board of Directors has authorized [removed: $9] [added: $11] billion of share repurchases of our common stock through December 31, [removed: 2020.][added: 2021.]

[removed: On] [added: (A)In each of] February [removed: 4,] [added: 2021 and March] 2021, [removed: the Company announced that] our Board of Directors [removed: had] increased the size of [removed: its] [added: our share] repurchase program by $1 billion.

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2015] [added: 2016] 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 [added: (S&P)] 500 Stock Index and the S&P 500 [removed: Healthcare Equipment & Services] [added: Health Care (Sector)] Index.

[removed: ][added: ]

| Date | | | | | | | | | DGX | | | | | | S&P 500 | | | | | | S&P 500 [removed: H.C.] [added: Health Care (Sector)] | | | | | | DGX | | | | | | S&P 500 | | | | | | S&P 500 [removed: H.C.] [added: Health Care (Sector)] | | | | | |

| 12/31/2017 | | | | | | $ | 98.49 | | | | | 9.16 | | % | | | | 21.83 | | % | | | | 22.08 | | % | | | | $ | [removed: 143.97] [added: 109.16] | | | | | $ | [removed: 136.40] [added: 121.83] | | | | | $ | [removed: 118.79] [added: 122.08] | |

| [removed: 12/30/2018] [added: 12/31/2018] | | | | | | $ | 83.27 | | | | | (13.84) | | % | | | | (4.38) | | % | | | | 6.47 | | % | | | | $ | [removed: 124.05] [added: 94.05] | | | | | $ | [removed: 130.42] [added: 116.49] | | | | | $ | [removed: 126.47] [added: 129.97] | |

| [removed: 12/29/2019] [added: 12/30/2019] | | | | | | $ | 106.79 | | | | | 31.15 | | % | | | | 31.49 | | % | | | | 20.82 | | % | | | | $ | [removed: 162.68] [added: 123.34] | | | | | $ | [removed: 171.49] [added: 153.17] | | | | | $ | [removed: 152.81] [added: 157.04] | |

| [removed: 12/31/2020] [added: 12/29/2020] | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | [removed: 185.52] [added: 140.66] | | | | | $ | [removed: 203.04] [added: 181.35] | | | | | $ | [removed: 173.36] [added: 178.15] | |

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

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

| October 1, 2021 – October 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 1, 2021 – November 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,946,598 | | | | | | $ | 178.26 | | | | | 1,946,598 | | | | | | $ | 959,502 | | (C) | | | | | |

| Employee Transactions (B) | | | | | | 461 | | | | | | $ | 148.57 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2021 – December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,609,900 | | | | | | $ | 163.73 | | | | | 1,609,900 | | | | | | $ | 695,906 | | | | | | | |

| Share Repurchase Program (A) | | | | | | 3,556,498 | | | | | | $ | 171.68 | | | | | 3,556,498 | | | | | | $ | 695,906 | | (C) | | | | | |

| Employee Transactions (B) | | | | | | 461 | | | | | | $ | 148.57 | | | | | N/A | | | | | | N/A | | | | | | | | |

In February 2022, our Board of Directors authorized the Company to repurchase an additional $1 billion of our common stock, which is in addition to the $0.7 billion that was available as of December 31, 2021 under our share repurchase program.

(C)Includes the reclassification of $300 million from additional paid-in capital to treasury stock and the final delivery of 1,640,193 shares associated with the completion of the April 2021 accelerated share repurchase agreements ("ASRs").

See Note 16 to the audited consolidated financial statements for further information regarding the ASRs.

| 12/31/2021 | | | | | | $ | 173.01 | | | | | 47.86 | | % | | | | 28.71 | | % | | | | 26.13 | | % | | | | $ | 207.97 | | | | | $ | 233.41 | | | | | $ | 224.71 | |

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

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

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

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

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

| 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 | | | | | |

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

| 12/31/2016 | | | | | | $ | 91.90 | | | | | 31.89 | | % | | | | 11.96 | | % | | | | (2.69) | | % | | | | $ | 131.89 | | | | | $ | 111.96 | | | | | $ | 97.31 | |

| | | |

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

| See page [58](#i17586f5c1918467f84e9d79a5a08b3e4_118). | | |

During the fourth quarter of [removed: 2020,] [added: 2021,] 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.

| See page [75](#ib4001cf8768244cca3f772bfc08f865b_148). | | |

| See page [83](#i17586f5c1918467f84e9d79a5a08b3e4_136). | | |

On February 24, 2022, the Company's Board of Directors increased the Company's share repurchase authorization by $1 billion.

The increased authority is an addition to the $0.7 billion that was available as of December 31, 2021 under the Company's share repurchase program.

None.

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

PART III

Not applicable.

PART III

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 30, [removed: 2021] [added: 2022] (“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: “2020] [added: “2021] 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)

| [Consolidated Balance [removed: Sheets](#i17586f5c1918467f84e9d79a5a08b3e4_145)] [added: Sheets](#ib4001cf8768244cca3f772bfc08f865b_157)] | | | F- [removed: [3](#i17586f5c1918467f84e9d79a5a08b3e4_145)] [added: [3](#ib4001cf8768244cca3f772bfc08f865b_157)] | | |

| [Consolidated Statements of [removed: Operations](#i17586f5c1918467f84e9d79a5a08b3e4_151)] [added: Operations](#ib4001cf8768244cca3f772bfc08f865b_160)] | | | F- [removed: [4](#i17586f5c1918467f84e9d79a5a08b3e4_151)] [added: [4](#ib4001cf8768244cca3f772bfc08f865b_160)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i17586f5c1918467f84e9d79a5a08b3e4_154)] [added: Income](#ib4001cf8768244cca3f772bfc08f865b_163)] | | | F- [removed: [5](#i17586f5c1918467f84e9d79a5a08b3e4_154)] [added: [5](#ib4001cf8768244cca3f772bfc08f865b_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i17586f5c1918467f84e9d79a5a08b3e4_157)] [added: Flows](#ib4001cf8768244cca3f772bfc08f865b_166)] | | | F- [removed: [6](#i17586f5c1918467f84e9d79a5a08b3e4_157)] [added: [6](#ib4001cf8768244cca3f772bfc08f865b_166)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i17586f5c1918467f84e9d79a5a08b3e4_160)] [added: Equity](#ib4001cf8768244cca3f772bfc08f865b_169)] | | | F- [removed: [7](#i17586f5c1918467f84e9d79a5a08b3e4_160)] [added: [7](#ib4001cf8768244cca3f772bfc08f865b_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i17586f5c1918467f84e9d79a5a08b3e4_163)] [added: Statements](#ib4001cf8768244cca3f772bfc08f865b_172)] | | | F- [removed: [8](#i17586f5c1918467f84e9d79a5a08b3e4_163)] [added: [8](#ib4001cf8768244cca3f772bfc08f865b_172)] | | |

| [Schedule II - Valuation Accounts and [removed: Reserves](#i17586f5c1918467f84e9d79a5a08b3e4_256)] [added: Reserves](#ib4001cf8768244cca3f772bfc08f865b_244)] | | | F- [removed: [52](#i17586f5c1918467f84e9d79a5a08b3e4_256)] [added: [44](#ib4001cf8768244cca3f772bfc08f865b_244)] | | |

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

| 4.26 | | | [Sixteenth Supplemental Indenture dated as of March 17, [removed: 2014,](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm) [b](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm)[etween](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm) [the] [added: 2014, between the] Company, The Bank of New York Mellon Trust Company, N.A., (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_ex0417.htm) | | |

| 4.27 | | | [Seventeenth Supplemental Indenture dated as of March 10, [removed: 2015,](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0418.htm) [between](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0418.htm) [the] [added: 2015, between the] Company and The Bank of New York Mellon (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_ex0418.htm) | | |

| 4.28 | | | [Eighteenth Supplemental Indenture dated as of May 26, [removed: 2016,](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0419.htm) [between](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0419.htm) [the] [added: 2016, between the] Company and The Bank of New York Mellon (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_ex0419.htm) | | |

| 4.29 | | | [Nineteenth Supplemental Indenture dated as of March 12 [removed: 2019,](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0402.htm) [b](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0402.htm)[etween](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0402.htm) [the] [added: 2019, between the] Company and The Bank of New York Mellon (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_ex0402.htm) | | |

| 4.30 | | | [Twentieth Supplemental Indenture dated as of December 16, [removed: 2019,](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000973/ss160605_ex0402.htm) [between](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000973/ss160605_ex0402.htm) [the] [added: 2019, between the] Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: December 16, 2019) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000973/ss160605_ex0402.htm) | | |

| 10.2‡ | | | [Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan as amended May 14, 2019 (filed as an Exhibit to the [removed: Company's 2019 quarterly] [added: Company's](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex101.htm) [quarterly] report on Form 10-Q for the quarter ended June 30, 2019 and incorporated herein by reference) (Commission file number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex101.htm) | | |

| 10.3‡ | | | [Form of Equity Award Agreement dated as of February 19, 2018 (filed as an Exhibit to the [removed: Company’s 2018 quarterly] [added: Company’s](http://www.sec.gov/Archives/edgar/data/1022079/000102207918000106/dgx033118ex101.htm) [quarterly] report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference) (Commission file number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207918000106/dgx033118ex101.htm) | | |

| [removed: 10.5‡*] [added: 10.6‡] | | | [Quest Diagnostics Supplemental Deferred Compensation Plan (Pre-2005) amended and restated [removed: January 15, 2020](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex105.htm)] [added: December 1, 2020](http://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex105.htm) (filed as an Exhibit to the Company’s 2020 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)] | | |

| [removed: 10.6‡] [added: 10.7‡] | | | [Quest Diagnostics Incorporated Senior Management Incentive Plan, as amended and restated February 18, 2019 (filed as an Exhibit to the [removed: Company's 2019 quarterly] [added: Company's](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000118/dgx03312019ex102.htm) [quarterly] report on Form 10-Q for the quarter ended March 31, 2019 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000118/dgx03312019ex102.htm) | | |

| [removed: 10.7‡] [added: 10.8‡] | | | [Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan as amended November 19, 2019 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 19, 2019) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000189/dgx111919ex101.htm) | | |

| [removed: 10.8‡] [added: 10.9‡] | | | [removed: [The Profit Sharing Plan of Quest] [added: [The](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm) [](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm)[Quest] Diagnostics [removed: Incorporated (Amendment] [added: Incorporated](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm) [Profit Sharing Plan](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm) [(Amendment] and Restatement, effective as of [removed: January 1, 2016)] [added: August 15, 2021)] (filed as an Exhibit to the [removed: Company’s 2015 annual] [added: Company’s](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm) [quarterly] report on Form [removed: 10-K] [added: 10-Q for the quarter ending September 30, 2021] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207916000195/dgx12312015ex1011.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm)] | | |

| [removed: 10.9‡] [added: 10.10‡] | | | [removed: [Amendment No. 1 to The Profit Sharing Plan of Quest] [added: [Quest] Diagnostics [removed: Incorporated, effective] [added: Incorporated Amended and Restated Deferred Compensation Plan For Directors] as [removed: of January 1, 2018] [added: amended effective February 18, 2020] (filed as an Exhibit to the [removed: Company's 2017] [added: Company’s 2019] annual report on Form 10-K and incorporated herein by reference) (Commission [removed: file number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207918000038/dgx123117ex109.htm)] [added: File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1012.htm)] | | |

| [removed: 10.10‡] [added: 10.17‡] | | | [removed: [Amendment No. 2 to The Profit Sharing Plan] [added: [Aircraft Timesharing Agreement dated as] of [added: December 17, 2013 between] Quest Diagnostics [removed: Incorporated, as amended December 20, 2018] [added: Incorporated and Stephen H. Rusckowski] (filed as an Exhibit to the [removed: Company's 2018] [added: Company’s 2013] annual report on Form 10-K and incorporated herein by [removed: reference)(Commission file number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000030/dgx12312018ex1011.htm)] [added: reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207914000013/dgx12312013ex1030.htm)] | | |

| 10.11‡ | | | [removed: [Amendment No. 3 to The Profit Sharing Plan of] [added: [Amended and Restated] Quest Diagnostics Incorporated [removed: effective January 1, 2020 (filed] [added: Long-Term Incentive Plan for Non-Employee Directors,] as [added: amended and restated as of November 18, 2020](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm) [](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm)[(filed as] an Exhibit to the Company’s [removed: 2019] [added: 2020] annual report on Form 10-K and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1011.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm)] | | |

| [removed: 10.12‡] [added: 10.18‡] | | | [removed: [Amendment] [added: [Assignment and Amendment] No. [removed: 4] [added: 1] to [removed: The Profit Sharing Plan] [added: Aircraft Timesharing Agreement dated as] of [added: May 29, 2019 between] Quest Diagnostics Incorporated [removed: effective March 1, 2020] [added: and Stephen H. Rusckowski] (filed as an Exhibit to the [removed: Company’s 2020 quarterly] [added: Company’s](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex102.htm) [quarterly] report on Form 10-Q for the quarter ended [removed: March 31, 2020] [added: June 30, 2019] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000107/dgx03312020ex101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex102.htm)] | | |

| [removed: 10.13‡] [added: 10.4‡] | | | [removed: [Amendment No. 5 to The Profit Sharing Plan] [added: [Form] of [removed: Quest Diagnostics Incorporated effective January 1, 2020] [added: Equity Award Agreement dated as of February ___, 2021] (filed as an Exhibit to the [removed: Company’s 2020 quarterly] [added: Company’s](http://www.sec.gov/Archives/edgar/data/1022079/000102207921000070/dgx03312021ex101.htm) [q](http://www.sec.gov/Archives/edgar/data/1022079/000102207921000070/dgx03312021ex101.htm)[uarterly] report on Form 10-Q for the quarter ended March 31, [removed: 2020] [added: 2021] and incorporated herein by reference) (Commission [removed: File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000107/dgx03312020ex102.htm)] [added: file number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207921000070/dgx03312021ex101.htm)] | | |

| [removed: 10.14‡] [added: 10.5‡] | | | [removed: [Amendment No. 6 to The Profit Sharing Plan of Quest] [added: [Quest] Diagnostics [removed: Incorporated effective January 1, 2021 (filed] [added: Supplemental Deferred Compensation Plan (Post 2004) amended and restated] as [added: of](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm) [December](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm) [1](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm)[, 2020](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm) [(filed as] an Exhibit to the [removed: Company’s 2020 quarterly] [added: Company’s](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm) [quarterly] report on Form 10-Q for the quarter [removed: ended] [added: ending] September 30, [removed: 2020] [added: 2021] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000185/dgx09302020ex101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex102.htm)] | | |

| [removed: 10.16‡] [added: 99.2] | | | [removed: [Quest Diagnostics Incorporated] [added: [Amendment No. 1 to Fourth] Amended and Restated [removed: Deferred Compensation Plan For Directors as amended effective February 18, 2020] [added: Receivables Sale](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9902.htm) [Agreement, dated October 25, 2019] (filed as an Exhibit to the Company’s [removed: 2019 annual] [added: current] report on Form [removed: 10-K] [added: 8-K (Date of Report: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1012.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9902.htm)] | | |

| [removed: 10.18‡] [added: 10.12‡] | | | [Form of Non-Employee Director Equity Award Agreement (filed as an Exhibit to the Company's 2011 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041312000949/c68209_ex10-40.htm) | | |

| [removed: 10.19‡] [added: 10.13‡] | | | [Form of Non-Employee Director Equity Award Agreement dated May 15, 2015 (filed as an Exhibit to the Company’s 2015 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207916000195/dgx12312015ex1015.htm) | | |

| [removed: 10.20‡] [added: 10.14‡] | | | [Form of Non-Employee Director Elective Option Award Agreement (filed as an Exhibit to the Company's 2011 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041312000949/c68209_ex10-41.htm) | | |

| [removed: 10.21‡] [added: 10.15‡] | | | [Employment Agreement between Stephen H. Rusckowski and Quest Diagnostics Incorporated, dated April 3, 2012 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: April 9, 2012) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787112000371/ss142217_ex1001.htm) | | |

| [removed: 10.22‡] [added: 10.16‡] | | | [Amendment to Employment Agreement between Stephen H. Rusckowski and Quest Diagnostics Incorporated, dated June 11, 2015 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 11, 2015) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207915000099/ex101061115.htm) | | |

| [removed: 10.23‡] [added: 99.4] | | | [removed: [Aircraft Timesharing Agreement] [added: [Amendment No. 1 to Sixth Amended and Restated Credit and Security Agreement,] dated as of [removed: December 17, 2013 between Quest Diagnostics Incorporated and Stephen H. Rusckowski] [added: October 26, 2018] (filed as an Exhibit to the Company’s [removed: 2013 annual] [added: current] report on Form [removed: 10-K] [added: 8-K (Date of Report: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207914000013/dgx12312013ex1030.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9904.htm)] | | |

| [removed: 10.24‡] [added: 99.5] | | | [removed: [Assignment and Amendment] [added: [Amendment] No. [removed: 1] [added: 2] to [removed: Aircraft Timesharing Agreement] [added: Sixth Amended and Restated Credit and Security Agreement,] dated as of [removed: May 29,] [added: June 14,] 2019 [removed: between Quest Diagnostics Incorporated and Stephen H. Rusckowski] (filed as an Exhibit to the Company’s [removed: 2019 quarterly] [added: current] report on Form [removed: 10-Q for the quarter ended June 30, 2019] [added: 8-K (Date of Report: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex102.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9905.htm)] | | |

| 21.1* | | | [Subsidiaries of Quest Diagnostics [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex211.htm)] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex211.htm)] | | |

| 23.1* | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex231.htm)] | | |

| 24.1* | | | [Power of Attorney (included on signature [removed: page)](#i17586f5c1918467f84e9d79a5a08b3e4_115)] [added: page)](#ib4001cf8768244cca3f772bfc08f865b_127)] | | |

| 31.1* | | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex311.htm)] | | |

| 31.2* | | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex312.htm)] | | |

| 32.1 | | | [Section 1350 Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex321.htm)] | | |

| 32.2 | | | [Section 1350 Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex322.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex322.htm)] | | |

| [Report of Independent Registered Public Accounting Fir](#ib4001cf8768244cca3f772bfc08f865b_151)[m](#ib4001cf8768244cca3f772bfc08f865b_151) [(](#ib4001cf8768244cca3f772bfc08f865b_151)[PCAOB ID](#ib4001cf8768244cca3f772bfc08f865b_151) 238[)](#ib4001cf8768244cca3f772bfc08f865b_151) | | | F- [1](#ib4001cf8768244cca3f772bfc08f865b_151) | | |

| 22* | | | [Subsidiary Guarantors of Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex22.htm) | | |

| | | | | | |

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

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

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

| 10.4‡* | | | [Quest Diagnostics Supplemental Deferred Compensation Plan (Post 2004) amended and restated as of January 15, 2020](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex104.htm) | | |

| 10.15‡* | | | [Amendment No. 7 to The Profit Sharing Plan of Quest Diagnostics Incorporated effective January 1, 2021](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020exh1015.htm) | | |

| 10.17‡* | | | [Amended and Restated Quest Diagnostics Incorporated Long-Term Incentive Plan for Non-Employee Directors, as amended and restated as of](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex1017.htm) [November](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex1017.htm) [18, 2020](https://www.sec.gov/Archives/edgar/data/1022079/000102207921000029/dgx12312020ex1017.htm) | | |

| 99.6‡ | | | [Amendment No. 3 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 25, 2019 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 4, 2020) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9906.htm) | | |

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: 22, 2021.][added: 28, 2022.]

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: 22, 2021.][added: 28, 2022.]

[removed: | | | | Year Ended] [added: For the year ended] December [removed: 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: 31, 2021:]

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

| [removed: Net revenues | | | $ | 9,437 | | | | | $ | 7,726 | |] [added: Net revenues] | | | $ | [removed: 7,531] [added: 10,788] | | | | | $ | [removed: 7,402] [added: 9,437] | | | | | $ | [removed: 7,214] [added: 7,726] | |

| [removed: Operating income | | | 1,971 | | | | | | 1,231 | | |] [added: Operating income] | | | [removed: 1,101] [added: 2,381] | | | | | | [removed: 1,165] [added: 1,971] | | | | | | [removed: 1,277] [added: 1,231] | | |

| [removed: Income] [added: Income] from continuing [removed: operations | | | 1,499 | | | | | | 886 | | |] [added: operations] | | | [removed: 788] [added: 2,080] | | | | | | [removed: 824] [added: 1,499] | | | | | | [removed: 696] [added: 886] | | |

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

| [removed: Net income | | | 1,499 | | | | | | 906 | | |] [added: Net income] | | | [removed: 788] [added: 2,080] | | | | | | [removed: 824] [added: 1,499] | | | | | | [removed: 696] [added: 906] | | |

| [removed: Less:] [added: Less:] Net income attributable to noncontrolling [removed: interests | | | 68 | | | | | | 48 | | |] [added: interests] | | | [removed: 52] [added: 85] | | | | | | [removed: 52] [added: 68] | | | | | | [removed: 51] [added: 48] | | |

| [removed: Net] [added: Net] income attributable to Quest [removed: Diagnostics | | | $ | 1,431 | | | | | $ | 858 | |] [added: Diagnostics] | | | $ | [removed: 736] [added: 1,995] | | | | | $ | [removed: 772] [added: 1,431] | | | | | $ | [removed: 645] [added: 858] | |

| [removed: Amounts] [added: Net income] attributable to Quest Diagnostics' common [removed: stockholders: | | | | | | | | | | | |] [added: stockholders] | | | [added: $] | [added: 1,995] | | | | | [added: $] | [added: 1,431] | | | | | [added: $] | [added: 858] | |

| Income from continuing operations | | | $ | [removed: 1,431 | | | | | $ | 838 | | | | | $ | 736] [added: 1,995] | | | | | $ | [removed: 772] [added: 1,431] | | | | | $ | [removed: 645] [added: 838] | |

| Net income | | | $ | [removed: 1,431 | | | | | $ | 858 | | | | | $ | 736] [added: 1,995] | | | | | $ | [removed: 772] [added: 1,431] | | | | | $ | [removed: 645] [added: 858] | |

| [removed: Earnings] [added: Diluted earnings] per share attributable to Quest [removed: Diagnostics'] [added: Diagnostics’] common [removed: stockholders - basic:] [added: stockholders] | | | [added: $] | [added: 15.55] | | | | | [added: $] | [added: 10.47] | | | | | | | | | | | [added: $] | [added: 5.08] | | | | | | | | [added: | | | 48.5 | | % | | | | | | |]

| Income from continuing operations | | | $ | [removed: 10.62 | | | | | $ | 6.21 | | | | | $ | 5.39] [added: 15.85] | | | | | $ | [removed: 5.63] [added: 10.62] | | | | | $ | [removed: 4.58] [added: 6.21] | |

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

| Net income | | | $ | [removed: 10.62 | | | | | $ | 6.36 | | | | | $ | 5.39] [added: 15.85] | | | | | $ | [removed: 5.63] [added: 10.62] | | | | | $ | [removed: 4.58] [added: 6.36] | |

| [removed: Earnings per share attributable] [added: Earnings available] to Quest [removed: Diagnostics'] [added: Diagnostics’] common stockholders [removed: - diluted: | | | | | | | | | | | |] [added: – basic and diluted] | | | [added: $] | [added: 1,988] | | | | | [added: $] | [added: 1,425] | | | | | [added: $] | [added: 835] | |

| Income from continuing operations | | | $ | [removed: 10.47 | | | | | $ | 6.13 | | | | | $ | 5.29] [added: 15.55] | | | | | $ | [removed: 5.50] [added: 10.47] | | | | | $ | [removed: 4.51] [added: 6.13] | |

| Net income | | | $ | [removed: 10.47 | | | | | $ | 6.28 | | | | | $ | 5.29] [added: 15.55] | | | | | $ | [removed: 5.50] [added: 10.47] | | | | | $ | [removed: 4.51] [added: 6.28] | |

| [removed: Balance Sheet Data (at] [added: *Balance,] end of [removed: year): | | | (a) (b) (c) | | | | | | (a) (d) (e) | | |] [added: year*] | | | [removed: (a) (f) (g)] [added: $] | [added: 110] | | | | | [removed: (a) (h) (i)] [added: $] | [added: 93] | | | | | [removed: (a) (j) (k)] [added: $] | [added: 88] | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: |] [added: and restricted cash, beginning of year] | | [removed: $] | 1,158 | | | | | [removed: $] | 1,192 | | | | | [removed: $] | 135 | | | [removed: | | $ | 137 | | | | | $ | 359 | |]

| [removed: Long-term debt | | | 4,013 | | | | | | 3,966 | | | | | | 3,429 | | |] [added: Long-term debt] | | | [removed: 3,748] [added: 4,010] | | | | | | [removed: 3,728] [added: 4,013] | | |

| [removed: Redeemable] [added: Redeemable] noncontrolling [removed: interest | | | 82 | | | | | | 76 | | | | | | 77 | | |] [added: interest] | | | [removed: 80] [added: 79] | | | | | | [removed: 77] [added: 82] | | |

| Net cash provided by operating activities | | | [removed: $ | 2,005 | | | | | $ | 1,243 | | | | | $] [added: $2,233] | [removed: 1,200] | | | | | [removed: $] [added: $2,005] | [removed: 1,175] | | | | | [removed: $] [added: $1,243] | [removed: 1,116] | |

| [removed: Net] [added: Net] cash [removed: used in] [added: provided by (used in)] investing [removed: activities | | | (772) | | | | | | (411) | | |] [added: activities] | | | [removed: (801)] [added: 21] | | | | | | [removed: (830)] [added: (772)] | | | | | | [removed: (127)] [added: (411)] | | |

| [removed: Net] [added: Net] cash (used in) provided by financing [removed: activities | | | (1,267) | | | | | | 225 | | |] [added: activities] | | | [removed: (401)] [added: (2,540)] | | | | | | [removed: (592)] [added: (1,267)] | | | | | | [removed: (738)] [added: 225] | | |

| Capital expenditures | | | [removed: 418 | | | | | | 400 | | | | | | 383] [added: (403)] | | | | | | [removed: 252] [added: (418)] | | | | | | [removed: 293] [added: (400)] | | |

| Purchases of treasury stock | | | [removed: 325 | | | | | | 353 | | | | | | 322] [added: (2,199)] | | | | | | [removed: 465] [added: (325)] | | | | | | [removed: 590] [added: (353)] | | |

| Dividends paid | | | [removed: 297 | | | | | | 286 | | | | | | 266] [added: (309)] | | | | | | [removed: 247] [added: (297)] | | | | | | [removed: 223] [added: (286)] | | |

[removed: (b)On] [added: On] January 21, 2020, [removed: we] [added: the Company] completed the acquisition of Blueprint Genetics Oy ("Blueprint [removed: Genetics").][added: Genetics"), in an all cash transaction for $108 million, net of $3 million cash acquired.]

On April 6, 2020, [removed: we] [added: the Company] completed the acquisition of select assets which constitute substantially all of the operations of Memorial Hermann [removed: Diagnostics] [added: Diagnostic] Laboratories, the outreach laboratory division of Memorial Hermann Health System ("Memorial [removed: Hermann").][added: Hermann"), in an all cash transaction for $120 million.]

On August 1, 2020, [removed: we] [added: the Company] completed the acquisition of the remaining 56% interest in Mid America Clinical Laboratories, LLC ("MACL") from [removed: our] [added: its] joint venture [removed: partners.][added: partners in an all cash transaction for $93 million, net of $18 million cash acquired.]

Prior to the [removed: acquisition,] [added: transaction,] we accounted for our [removed: 44%] [added: minority] interest [removed: in MACL] as an equity method investment.

For further details regarding our [removed: acquisitions,] [added: credit facilities,] see Note [removed: 6] [added: 13] to the audited consolidated financial statements.

During January 2020, we redeemed in full the outstanding indebtedness under our senior notes due January 2020 and senior notes due March 2020 using [removed: the] net proceeds from the issuance, in December 2019, of the [added: $800 million aggregate principal amount of] 2.95% senior notes due June 2030, along with cash on hand.

During May 2020, we completed [removed: a senior notes offering, consisting] [added: the issuance] of [added: the] $550 million aggregate principal amount of 2.80% senior notes due June [removed: 2031 (the "2031 Senior Notes").][added: 2031, the net proceeds from which were used during November 2020, along with cash on hand, to redeem in full the outstanding indebtedness under our senior notes due April 2021.]

- [added: net] pre-tax charges of [removed: $76 million,] [added: $72 million ($57 million of charges in cost of services, $10 million of charges in selling, general and administrative expenses and $9 million of charges in other operating (income) expense, net, partially offset by a $4 million gain in equity in earnings of equity method investees, net of taxes), or $0.39 per diluted share,] representing the impact of certain items resulting from the COVID-19 pandemic, principally including expense associated with payments to eligible employees to help offset expenses they incurred as a result of COVID-19, incremental costs incurred primarily to protect the health and safety of our employees and customers, and certain asset impairment charges; [added: and]

- pre-tax charges of [removed: $58 million,] [added: $61 million ($30 million in cost of services and $31 million in selling, general and administrative expenses), or $0.36 per diluted share,] primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and

| /s/Tracey C. Doi Tracey C. Doi | | | | | | Director | | |

| Base business revenues (a) | | | $8,018 | | | | | | $6,714 | | | | | | $7,726 | | |

| COVID-19 testing revenues | | | $2,770 | | | | | | $2,723 | | | | | | $— | | |

| DS revenues | | | $294 | | | | | | $298 | | | | | | $321 | | |

| Diluted earnings per share from continuing operations | | | $15.55 | | | | | | $10.47 | | | | | | $6.13 | | |

(a) Excludes COVID-19 testing.

For further discussion of the year-over-year changes for the year ended December 31, 2021 compared to the year ended December 31, 2020, see "Results of Operations" below.

We have made substantial investments to expand and maintain the amount of COVID-19 testing available to the country.

The recovery has been driven by people returning to the healthcare system as well as contributions from new Professional Laboratory Services arrangements.

For the first, second, third and fourth quarters of 2021, our base testing volume, excluding volume associated with recent acquisitions, was 2.8% below, 1.9% above, 3.8% above and 4.8% above our historical first, second, third and fourth quarter of 2019 levels, respectively.

Recent agreements associated with our Professional Laboratory Services offerings contributed 5.2%, 5.8%, 5.2% and 5.6% volume growth for the first, second, third and fourth quarters of 2021 compared to 2019, respectively.

Unless there is a change in the severity of the COVID-19 pandemic, we believe that there will be a continued return to healthcare with, in some cases, patients pursuing care delayed during the COVID-19 pandemic.

Beginning in the second quarter of 2020, we experienced growing demand for COVID-19 testing services and we expanded our capacity throughout 2020 in order to satisfy the demand, which has had a significant impact on our testing volumes.

During 2021, demand for our COVID-19 testing has generally fluctuated in line with changes in the prevalence of the virus and related variants.

We expect demand to trend down in 2022 and beyond.

Additionally, our revenue per requisition has been positively impacted by COVID-19 molecular testing.

Medicare Sequestration

Reimbursement for Medicare services is subject to annual reduction (sequestration) of 2% under the Budget Control Act of 2011.

During December 2021, the suspension of Medicare sequestration was further extended through March 31, 2022 and it was reduced to 1% from April 1, 2022 to June 30, 2022, with the full annual 2% reduction in rates resuming thereafter.

Business*".

On June 1, 2021, we completed the acquisition of the outreach laboratory services business of Mercy Health, which serves providers and patients in Arkansas, Kansas, Missouri and Oklahoma, in an all-cash transaction for $225 million.

Acquisition of Assets of Labtech Diagnostics, LLC ("Labtech")

On December 13, 2021, we completed the acquisition of assets of Labtech, an independent clinical diagnostics laboratory provider serving physicians and patients primarily in South Carolina, North Carolina, Florida and Georgia, in an all cash transaction for $85 million, which consisted of cash consideration of $80 million and contingent consideration initially estimated at $5 million.

Investments to Accelerate Growth

In addition to our normal expenditures to operate the business, we have been making additional investments to accelerate growth, particularly in the advanced diagnostics and consumer-initiated testing areas which we believe represent long term growth opportunities for us.

During 2021, such investments totaled approximately $70 million and, during 2022, such investments are expected to approximate $160 million.

Sale of Ownership Interest in Q2 Solutions*®* ("Q2 Solutions") to IQVIA Holdings, Inc. ("IQVIA")

On April 1, 2021, we sold our 40% ownership interest in Q2 Solutions, our clinical trials central laboratory services joint venture, to IQVIA, our joint venture partner, for $760 million in an all-cash transaction.

The sales price is subject to customary post-closing adjustments.

As a result of the transaction, during the year ended December 31, 2021, we recorded a $314 million pre-tax gain in other income, net in the consolidated statement of operations based on the difference between the net sales proceeds and the carrying value of the investment, including $20 million of cumulative translation losses which were previously recorded in accumulated other comprehensive loss.

During the year ended December 31, 2021, we also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit.

Under a multi-year agreement, we will remain the strategic preferred laboratory provider for Q2 Solutions' clients, providing a range of lab testing capabilities to augment Q2 Solutions' core offerings and extend its industry leading suite of services.

Accelerated Share Repurchase Agreements ("ASRs")

In April 2021, we entered into ASRs with several financial institutions to repurchase our common stock as part of our share repurchase program.

Each of the ASRs was structured to permit us to purchase shares immediately with the final purchase price of those shares determined by the volume-weighted average price of our common stock during the repurchase period, less a fixed discount.

During the year ended December 31, 2021, we paid $1.5 billion to the financial institutions and received 10.7 million shares of our common stock under the ASRs.

PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in 2021, which further delayed the reimbursement rate reductions and reporting requirements until 2023.

Given the current environment, we expect wage inflation (excluding the impact of changes in performance-based compensation) of 3% to 4% during 2022.

| Healthcare insurers | | | 46% | | | | | | 42% | | |

estimates of capital expenditures and working capital.

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

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| /s/Daniel C. Stanzione Daniel C. Stanzione | | | | | | Director | | |

SELECTED HISTORICAL FINANCIAL DATA OF OUR COMPANY

The following table summarizes selected historical financial data of our Company and our subsidiaries at the dates and for each of the periods presented.

The selected historical financial data is only a summary and should be read together with the audited consolidated financial statements and related notes of our Company and management's discussion and analysis of financial condition and results of operations included elsewhere in this Annual Report on Form 10-K.

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| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

| Dividends per common share | | | $ | 2.24 | | | | | $ | 2.12 | | | | | $ | 2.03 | | | | | $ | 1.80 | | | | | $ | 1.65 | |

| | | | (dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 14,026 | | | | | | 12,843 | | | | | | 11,003 | | | | | | 10,503 | | | | | | 10,100 | | |

| Total debt | | | 4,015 | | | | | | 4,770 | | | | | | 3,893 | | | | | | 3,784 | | | | | | 3,734 | | |

| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(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.

Consolidated operating results for 2020 included the results of operations of Blueprint Genetics, Memorial Hermann and MACL subsequent to the closing of these acquisitions.

During November 2020, the net proceeds from the 2031 Senior Notes, along with cash on hand, were used to redeem in full the outstanding indebtedness under our senior notes due April 2021.

(c)Operating income included (for 2020):

- pre-tax amortization expense of $103 million;

- pre-tax charges of $2 million, associated with Quest for Health Equity (our recently announced initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities).

In addition to the items included in operating income, income from continuing operations included:

- a pre-tax gain of $4 million in equity in earnings of equity method investees, net of taxes, representing the impact of certain items resulting from the COVID-19 pandemic; and

Net cash provided by operating activities included $40 million of proceeds received from the termination of interest rate swap agreements.

Consolidated operating results for 2019 included the results of operations of Boyce & Bynum subsequent to the closing of the acquisition.

In December 2019, we completed a senior notes offering, consisting of $800 million aggregate principal amount of 2.95% senior notes due June 2030.

(e)Operating income included (for 2019):

- pre-tax amortization expense of $96 million;

- pre-tax charges of $78 million, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and

- 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 proceeds from an insurance claim for hurricane related losses, partially offset by costs incurred related to a data security incident and non-cash asset impairment charges.

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.

(f)On February 1, 2018, we completed the acquisition of Mobile Medical Examination Services, LLC.

("MedXM").

On June 18, 2018, we completed the acquisition of the outreach laboratory services business of Cape Cod Healthcare, Inc. On September 19, 2018, we completed the acquisition of ReproSource, Inc. ("ReproSource").

On November 6, 2018, we completed the acquisition of the U.S. laboratory services business of Oxford Immunotec, Inc. ("Oxford").