Quest Diagnostics (DGX) 10-K risk factor changes: FY2022 vs FY2021

| 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](#ib4001cf8768244cca3f772bfc08f865b_58).] [added: [42](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58).] | | |

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

For example, value-based reimbursement is increasing (*e.g.*, UnitedHealthcare's Preferred Lab Network); CMS has set goals for value-based reimbursement to be [removed: achieved.][added: achieved by 2030.]

The formation of ACOs and [removed: DCEs and] their approach to contracts with healthcare providers also may increase competition to provide diagnostic information services.

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: 2023-25] [added: 2024-26] is capped by PAMA at 15% annually.

PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in December [removed: 2021,] [added: 2022,] which further delayed the reimbursement rate reductions and reporting requirements until January 1, [removed: 2023.][added: 2024.]

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

From time to time, the federal government has considered whether competitive bidding could be used to provide clinical testing services for Medicare beneficiaries [removed: at attractive rates] while maintaining quality and access to care.

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

The healthcare industry has experienced a trend of consolidation among health insurance plans, resulting in fewer but larger insurance plans with significant bargaining power to negotiate fee arrangements with [removed: healthcare providers, including] clinical testing providers.

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

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

While we seek to conduct our business in compliance with all applicable laws, many of the laws and regulations applicable to us are vague or indefinite and have not been [added: extensively] interpreted by the courts, including many of those relating to:

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 [added: 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.]

[added: 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.

Changes in applicable laws and regulations may result in existing practices becoming more restricted, or subject our existing or proposed services to additional costs, delay, [removed: modification, withdrawal] [added: modification] or [removed: reconsideration.][added: withdrawal.]

The FDA and [removed: the U. S. Department of Health and Human Services also] [added: HHS] have expressed views regarding the regulation of LDTs.

[removed: Either new law or a revised approach] [added: If legislation that authorizes the FDA] to [removed: regulation of] [added: regulate] LDTs [added: were to become law, it] could have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new ways, while creating avenues of opportunity and competition regarding clinical laboratory testing.

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 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; [added: existing] and [added: emerging data privacy regulations affecting the processing and transfer of personal data; and] challenges based on differing languages and cultures.

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 [added: agencies and Medicare or Medicaid carriers.]

As of December 31, [removed: 2021,] [added: 2022,] we had approximately $4.0 billion of debt outstanding.

Borrowings under our [added: unsecured] credit [removed: facilities] [added: facility] may be made at interest rates that are based on the London Interbank Offered Rate (“LIBOR”), which [removed: is] [added: has been] a widely used benchmark for establishing interest rates [removed: globally.][added: globally, but which is being phased out as a reference rate.]

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

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

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

If we do [added: not] use or [removed: not] adequately safeguard that information in compliance with applicable requirements under federal, state and international laws, or if it were disclosed to persons or entities that should not have access to it, our business could be materially impaired, our reputation could suffer and we could be subject to fines, penalties and litigation.

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

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

A pandemic caused by a novel strain of coronavirus (COVID-19) [removed: continues to] [added: has] severely [removed: impact] [added: impacted] the economy of the United States and other countries around the [removed: world.][added: world, including affecting labor supply and causing supply chain disruptions.]

We may also experience [removed: an adverse impact on cash collections and] labor [removed: supply] [added: shortages] and supply chain disruptions, including shortages, delays and price increases in testing equipment and supplies, as a result of the [removed: impact of the] COVID-19 [added: pandemic or any future] pandemic.

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

These conditions may continue or deteriorate in the [removed: future.][added: future, including in the event of a future pandemic outbreak.]

(b) Increased pricing pressure from customers, including payers and [removed: patients.][added: patients, and changing relationships with customers, payers, suppliers or strategic partners.]

Further, CMS has set goals for value-based reimbursement to be achieved by 2030.

- marketing to consumers;

- privacy of patient data and other personal information;

Legislation introduced in recent sessions of Congress that would authorize the FDA to regulate LDTs has not become law.

Our approach to environmental, social and governance (ESG) matters may not satisfy all our stakeholders.

We regularly assess opportunities and risks related to environmental, social and governance (ESG) matters.

As part of this process, we make decisions related to ESG matters and may set goals and targets related to ESG matters.

We have a broad range of stakeholders, including our stockholders, employees, patients and communities we serve, some of whom increasingly focus on ESG matters.

In addition, some of our stockholders, employees and patients may consider ESG factors in making investment, employment and service provider decisions.

Our ability to achieve the goals we may set related to ESG matters are subject to numerous risks and uncertainties, many of which are outside of our control.

Despite our efforts, we may not achieve our ESG goals on the timetable we set or at all.

Additionally, certain of our stakeholders may not be satisfied with our decisions related to ESG matters, the goals we set regarding ESG matters, our progress towards these goals or the resulting outcomes.

This could lead to negative perceptions of, or loss of support for our business, difficulty recruiting or attracting new employees and our stock price being negatively impacted.

The COVID-19 pandemic or any future pandemic may negatively affect us, including through its impact on the labor force and supply chain.

While certain of the economic impacts of the COVID-19 pandemic have eased and many COVID-19 related restrictions have been lifted or relaxed as a result of progress in COVID-19 vaccination, testing and treatment, a rise in infection rates, the emergence of new COVID-19 variants or any future pandemic could result in, among other things, a reduction in physician office visits and diagnostic testing volume, the cancellation of elective medical procedures, or customers closing or curtailing their operations, as well as increased unemployment and loss of health insurance.

significant disruptions in transport and logistics services due to facility closures, labor constraints and other challenges.

These challenges may affect our ability to transport specimens, receive equipment, supplies or materials, or otherwise provide our services in a timely manner or at a reasonable price.

In addition, labor shortages may affect our ability to achieve our staffing or productivity goals.

The extent to which we may be impacted by the COVID-19 pandemic or any future pandemic will depend on many factors beyond our knowledge or control.

These factors include: the timing, extent, trajectory and duration of any pandemic; increases in COVID-19 infection rates and the geographic location of such increases; the development, availability, distribution and effectiveness of vaccines and treatments; the imposition of protective public safety measures; and the impact of any pandemic on supply chain and the global economy.

To the extent the COVID-19 pandemic or any future pandemic adversely affects our business, results of operations and financial condition, it may also have the effect of heightening other risks described in this Report.

Inflationary pressures could adversely impact us because of increases in the costs of materials, supplies and services, and increased labor and people-related expenses.

Inflationary pressures have resulted in increases in the costs of the testing equipment, supplies and other goods and services that we purchase from manufacturers, suppliers and others.

Inflationary pressures, along with the competition for labor, have also resulted in a rise of our labor costs, which include the costs of compensation, benefits, and recruiting and training new hires.

Our ability to raise the prices and fees we charge for the services we provide is limited.

Continuation of the current inflationary environment may adversely impact us.

(c) A decline in economic conditions, including the impact of an inflationary environment.

Legislation introduced in Congress would enable the FDA to regulate LDTs, in vitro diagnostics, software and other items used in the diagnosis of disease.

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.

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.

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.

technology that may change the practice of pathology.

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

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

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

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

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

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.

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

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

Our business also may be impacted by changes in the severity of the COVID-19 pandemic at different times in the various cities and regions where we operate and offer services, and by challenges faced in implementing nationwide COVID-19 vaccinations, including the degree to which the public is vaccinated and the effectiveness of vaccines at preventing infection or illness in connection with new or existing variants of COVID-19.

Even after the COVID-19 pandemic has moderated and business conditions have eased, we may continue to experience similar adverse effects to our businesses, consolidated results of operations, financial position and cash flows arising from long-term changes in behavior by consumers or other healthcare system participants and resulting from a recessionary economic environment that may persist.

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

(c) A decline in economic conditions.

| See page [removed: [57](#ib4001cf8768244cca3f772bfc08f865b_133).] [added: [58](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133).] | | |

During [removed: 2021,] [added: 2022,] we generated net revenues of [removed: $10.8] [added: $9.9] billion.

Additional financial information concerning Quest Diagnostics for each of the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] is included in the consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

[removed: ][added: ]

Quest Diagnostics [removed: is] [added: was] at the forefront of the response to the COVID-19 pandemic, playing a pivotal role to broaden access to laboratory insights to help people lead healthier and safer lives.

We [removed: provide] [added: provided] both molecular diagnostic and antibody serology tests to aid in the diagnosis of COVID-19 and the detection of immune response to the virus, and have performed approximately [removed: 63] [added: 77] million of these tests.

We [removed: have] built up and [removed: maintain] [added: maintained] 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.

We [removed: are working] [added: worked] 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 [removed: are] also [removed: providing] [added: provided] data on COVID-19 testing that we [removed: conduct] [added: conducted] to federal, state and local public health authorities, including the [removed: federal Centers for Disease Control and Prevention,] [added: CDC,] and [removed: participate] [added: participated] in studies with government and private institutions, aiding COVID-19 public health response and research.

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

[removed: With] [added: We also saw how underserved communities were disproportionately impacted by COVID-19, and 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 [removed: launched over 25] [added: committed approximately $30 million to approximately 65] programs [added: launched] across the U.S. and Puerto Rico, including supporting COVID-19 testing and vaccination events, [added: wellness events,] educating young students on healthy nutrition choices and expanding research and mentorship opportunities for [removed: black] [added: Black] and Hispanic scholars.

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

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

[removed: ][added: ]

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

Our approach to acquisitions, and the key acquisitions we consummated during [removed: 2021,] [added: 2022,] are discussed below under the heading Deliver disciplined capital deployment*.*

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

We target three specific [removed: segments:] [added: opportunities:] reference testing, outreach testing and lab management.

| Connectivity and access to information | | | • [removed: >21.5] [added: >27.5] million registered users in our MyQuest® health portal and mobile connectivity solution, up [removed: nearly 7] [added: over 6] million from a year ago. • 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. | | |

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

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

| Satisfaction | | | • We are measuring consumer [removed: satisfaction, including Net Promoter Score.] [added: satisfaction.] | | |

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

[removed: We believe] [added: Our QuestHealthTM offering reflects our belief] that by building on the foundation of our strong consumer focus we can capture growing opportunities in consumer-initiated [removed: testing.][added: testing and demand for expanded access to basic health care services.]

[removed: In 2021, we continued the strong growth in QuestDirect® and launched our comprehensive] [added: | Basic healthcare services | | | • Comprehensive] consumer health [removed: profile, which offers consumers a picture of their own health] [added: profile available,] through [removed: a battery of] tests and biometric measurements that [removed: provides] [added: provide] a personalized health quotient score that can be used to track health progress over time. [added: | | |]

| Consumer-initiated testing | | | • Consumers can choose from approximately [removed: 50] [added: 60] different test [removed: packages] [added: purchase options] focused on consumer interests, such as general health, men's and women's health, digestive health, heart health, infectious disease, sexually transmitted [removed: disease, COVID-19] [added: infection, COVID-19,] and Lyme disease. [removed: In 2021, we expanded our offerings to include Insure® ONETM for colorectal cancer screening.] | | |

| Self-collection technology | | | • [removed: In 2021, we expanded our proprietary,] [added: Proprietary,] consumer-friendly self-collection technology offered [removed: to consumers at home.] | | |

| Convenient [added: physical] access | | | • Access to services in our patient service centers and in select Walmart [removed: stores] [added: stores.] | | |

| Reduce denials and patient concessions | | | [removed: Standardize and] [added: Standardize,] automate [added: and optimize] | | |

| Digitize the customer experience | | | [removed: Optimize] [added: Select and retain talent] | | |

During [removed: 2021,] [added: 2022,] we made strong progress on our improvement initiatives.

We strive to accomplish that through commitment, leadership, and establishing rigorous processes [removed: which] [added: that] we measure and continually seek to improve, and by using the Quest Management System, which provides best-in-class business performance tools to create and implement effective and sustainable quality processes.

[removed: The Quest Diagnostics] [added: Our] Quality Program includes policies and procedures to document, measure and monitor the effectiveness of our laboratory operations in providing and improving quality and meeting applicable regulatory requirements.

To help achieve our goal of becoming recognized as the undisputed quality leader in the diagnostics information services industry, we have implemented our Quality System Framework, which serves as a reference [added: guide for our employees and describes our Quality System Elements, which provide the structure for each laboratory to achieve and maintain quality processes.]

Our organization is designed to align around [removed: future] growth opportunities, coordinate business units for seamless execution and leverage our company-wide infrastructure to gain more capability, value and efficiency.

Consistent with that expectation, in February [removed: 2022] [added: 2023] we announced that we increased our quarterly common stock cash dividend by approximately [removed: 6.5%,] [added: 7.6%,] from [removed: $0.62] [added: $0.66] per common share to [removed: $0.66] [added: $0.71] per common share.

This represents our [removed: eleventh] [added: twelfth] increase in the dividend since 2011.

Since the beginning of 2013, we have returned approximately [removed: $5.7] [added: $7.1] billion to stockholders through repurchases of our common stock.

Our significant acquisitions in each of the last three years are further discussed in Note [removed: 5] [added: 6] to the audited consolidated financial statements (Part II, Item 8 of this Report).

Our near-term investments to drive operational excellence are likely to focus on improving the customer experience and gaining efficiency, systems standardization, [added: and] digital enablement of our [removed: processes and footprint optimization.][added: processes.]

As the impact of COVID-19 moderates, we remain active in the continued response to COVID-19, including supporting ongoing testing needs and public health response.

Numerous Quest for Health Equity undertakings demonstrate our commitment to FQHCs and the people they serve, including by providing free lab testing services.

In 2022, we augmented our extended care offering by acquiring Pack Health, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes.

We expanded the plans with which we have a value-based

contracting relationship, fostering better alignment with the health plans.

We also renewed our longstanding strategic relationship with Blue Cross and Blue Shield of Florida, Inc.

In 2022, we continued to work with IDNs to help them execute their lab strategy, started providing laboratory management services to Lee Health, a community-owned health system in Southwest Florida, and entered an agreement to provide lab management services to Northern Light Health, a large integrated healthcare system in Maine.

In addition, as discussed below under the heading Deliver disciplined capital deployment, we acquired the outreach testing business of Summa Health, a large integrated healthcare system in Northeastern Ohio, and agreed to acquire select assets of Northern Light Health's outreach testing business.

We also were awarded a group purchasing agreement for our laboratory stewardship solution, including Quest Lab StewardshipTM Enterprise powered by hc1®, with Premier Inc., a leading healthcare improvement company uniting an alliance of hospitals, health systems and providers.

In 2022, we invested in our bioinformatics capabilities and our women's health sales force, and to accelerate growth in oncology, hematology, and pharma services.

We introduced the Solid Tumor Expanded Panel to help oncologists with therapy selection and Quest AD Detect, a blood test to aid in the early assessment of Alzheimer's disease.

During 2022, we saw strong growth in prenatal genetic testing and pharma services.

For example, our "Schedule at Check In" capability, which encourages patients to make appointments, allowing us to better manage demand and phlebotomy productivity while enhancing the patient experience, is now deployed at approximately 85% of our patient service centers.

We have increased to approximately 80% the number of our patients coming to a patient service center who have appointments, and reduced average wait times in the centers.

We also are sending more messages to patients via SMS text, increasing the speed and utility of information flow to patients and patient satisfaction.

In addition, we are building the patient payment process into the digital customer experience, improving the patient experience, helping our patient concession rate, and reducing demands on phlebotomists.

In 2022, we continued to invest in our offering, launching an enhanced digital platform with a more powerful and consumer-friendly user experience designed to better acquire, convert and retain more customers.

We collaborated with Walmart, to make consumer-initiated testing available through Walmart.com, and with eMedTM, to launch a COVID-19 rapid antigen test with observed collection, helping individuals meet travel and other observed collection and test report requirements.

| Expanded offerings | | | • In 2022, we expanded our offerings to include, among others, new respiratory, thyroid, kidney and fitness tests. | | |

| Convenient online access | | | • In addition to access through QuestHealth.com, access to services through Walmart.com. | | |

We are working to further enhance end-to-end specimen tracking.

We concluded consolidation of our urinalysis testing onto a new highly automated platform.

We implemented new semi-automated technology in parasitology and are expanding use of a highly automated microbiology platform that makes use of artificial intelligence to assist with sample analysis.

We also made significant progress transferring immunoassay tests to a more automated platform, and expect to finish this project in 2023.

We increased customer adoption of our digital self-service channels, reducing demand in our call centers.

We implemented several initiatives to improve talent retention, including capability-building programs, and launched plans for a new daily management system for our frontline employees.

In addition, we continue to drive to take advantage of robotic process automation and artificial intelligence technologies to drive productivity gains.

In 2022, we approached our goal.

In 2022, we consummated the acquisition of Pack Health, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, and the outreach testing business of Summa Health, a large integrated healthcare system in Northeastern Ohio.

We also agreed to acquire select assets of the outreach testing business of Northern Light Health, a large integrated healthcare system in Maine.

In 2022, we innovated with the CDC Increasing Community Access to Testing for COVID-19 program to increase access to $0 out-of-pocket COVID-19 testing in underserved communities using a combination of our capabilities including our strong COVID-19 molecular testing, our on-line capabilities and our patient service centers.

We secured the first Emergency Use Authorization from the FDA during the Mpox (formerly known as Monkeypox) public emergency for an LDT to aid in the detection of Mpox.

We also launched a new obstetrics test panel that included hepatitis C screening.

In 2022, we collaborated with IRIS (Intelligent Retinal Imaging Systems) to offer diabetic retinopathy screening services in our patient service centers, with Walmart to make consumer-initiated testing available through Walmart.com, and with eMedTM to launch a COVID-19 rapid antigen test with observed collection, to help individuals meet travel and other observed collection and test report requirements.

In 2022, we published more Health Trends® reports on consequences of COVID-19, along with other reports on, for example, screening pregnant women for hepatitis C, and hepatitis B and tuberculosis co-infection.

We also published studies regarding diabetes cost reductions achieved for participants in employer-sponsored health programs, perspectives on the future of Alzheimer's Disease treatment and the potential importance of employee health to addressing the "Great Resignation." In addition, we employed our comprehensive menu of COVID-19 test and data analytics to support CDC population health research, helping to identify SAR-COV-2 seroprevalence on a multistate basis.

We are expanding our use of digital and other technology tools to improve our customer experience for patients and providers.

Non-routine tests may

In 2022, we enhanced our extended care offering by acquiring Pack Health, which offers patient engagement services that help individuals adopt healthier behaviors to improve outcomes.

We also enhanced our diabetic retinopathy screening offering, collaborating with IRIS (Intelligent Retinal Imaging Systems) to offer retinal imaging services in our patient service centers.

We have seen how underserved communities are being disproportionately impacted by COVID-19 with tragic consequences.

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.

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.

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.

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

| Expanded access to basic healthcare services | | | • Partnership with Walmart to expand access to basic healthcare services. | | |

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

| Convenient payment | | | • Introduced flexible payment options in 2021 | | |

We completed the consolidation and integration of Northeast U.S. regional operations into our new 250,000 square foot, highly automated, flagship laboratory in Clifton, New Jersey.

We also commenced consolidation of our urinalysis testing onto a new highly automated platform that we expect will generate substantial savings once implemented.

We are taking advantage of robotic process automation technologies.

In addition, we also increased patient use of appointment scheduling, reduced payor denials and improved patient collection at the time of service.

We also are seeing increased patient and physician acceptance of the digitization of our service offerings, with more self-service options and a greater percentage of our volume moving to digital, paperless transactions.

In 2021, we exceeded our goal.

guide for our employees and describes our Quality System Elements, which provide the structure for each laboratory to achieve and maintain quality processes.

During 2021, we sold to IQVIA Holdings Inc. our 40% minority stake in Q2 Solutions,® our clinical trials central laboratory services joint venture, and in connection with the sale we entered a multi-year agreement to continue to support Q2 Solutions as its strategic preferred laboratory partner.

In 2021, we consummated the acquisition of the outreach laboratory services business of Mercy, one of the most highly-integrated, multi-state health care systems, with operations serving providers and patients in Arkansas, Kansas, Missouri and Oklahoma.

We also acquired assets of Labtech Diagnostics LLC, an independent clinical laboratory serving physicians and patients primarily in South Carolina, North Carolina, Georgia and Florida, and a couple of other small independent regional labs.

| Infectious Diseases and Immunology | | | Sports Science and Human Performance | | |

Since the beginning of the COVID-19 pandemic, we have secured an Emergency Use Authorization from the FDA for pooled specimen testing in connection with molecular diagnostic COVID-19 testing.

During 2021, we introduced a new COVID-19 semi-quantitative serology test service that aids in providing insight into an individual's immune response as a result of a recent or prior infection with SARS-CoV-2, including assessing blood levels of antibodies.

In addition, we licensed the patented ceramide-analysis technology of Zora Biosciences Oy and announced plans to develop, and offer through our Cardiometabolic Center of Excellence at Cleveland Heartlab, a test service as an aid in identifying patients at risk for cardiovascular-related disease and death.

In 2021, we announced our collaboration with Paige to unlock the potential of artificial intelligence to improve and speed the diagnosis of cancer and other diseases that rely on pathologic assessment.

We also collaborated with CIC Health, Ginko Bioworks and Battelle Memorial Institute to develop solutions to make testing easy, fast and affordable for school systems and other group settings (*e.g*., the travel and entertainment industry) across the country.

Our role at the forefront of the response to the COVID-19 pandemic demonstrated this strength.

In addition to a Health Trends® report on children in the U.S. with detectable levels of lead in their blood, we published numerous Health Trends® reports on COVID-19, including during 2021 additional reports addressing the "hidden pandemic": signs of addiction missed during the pandemic; the sharp decline in cancer diagnoses during the first year of the pandemic; decreases in hepatitis C testing and treatment during the first months of the pandemic; and Blacks and Hispanic/Latinx less confident in their ability to access COVID-19 vaccines, treatment and healthcare than white Americans.

We also expanded our engagement with the Centers for Disease Control and Prevention to provide genomic sequencing of emerging COVID-19 variants, to aid public health response to COVID-19.

During the COVID-19 pandemic, we collaborated with CLEAR to integrate CLEAR's safe and secure "Health Pass" technology with the Company's advanced COVID-19 testing capabilities to foster safer public environments and help reduce public health risk.

We are a leader in providing testing for the detection of employee use of drugs of abuse, offering a full range of solutions, including urine, hair, blood and oral fluid tests.

We also collaborate with Catapult Health, the leading national provider of employer-sponsored preventative checkups, to help organizations facilitate virtual telehealth access to clinical services for their employees and adult dependents, with emphasis on reducing risks related to preventable chronic diseases.

We also offer services such as diabetic retinopathy and bone density examinations.

We offer services to pharmaceutical companies, including clinical trials testing.

For example, in 2021, we introduced Ki-67 IHC MIB-1 pharmDx, the first companion diagnostic for Eli Lilly and Company's Verzenio® (abemaciclib), a CDK4/6 inhibitor for certain people with HR+HER2- High Risk early breast cancer.

Second, we believe that health plans increasingly are focusing on driving better value in laboratory testing services.

There is an increased focus on the affordability of healthcare and on a disease-oriented approach to diagnostics, treatment and management.

Healthcare providers, consumers and payers increasingly recognize the value of diagnostic information services as a means to improve health and reduce the overall cost of healthcare through early detection, prevention and treatment.

See Note [removed: 18] [added: 19] to the Consolidated Financial Statements (Part II, Item 8 of this Report) for information regarding legal proceedings in which we are involved.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the approximately [removed: 122] [added: 116] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $16.1] [added: $15.4] 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: 2022,] [added: 2023,] there were outstanding [removed: 119,454,781] [added: 111,323,003] shares of the registrant’s common stock, $.01 par value.

| Portions of the registrant's Proxy Statement to be filed by April 30, [removed: 2022] [added: 2023] | | | Part III | | |

| Item 1. | | | [removed: [Business](#ib4001cf8768244cca3f772bfc08f865b_13)] [added: [Business](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_13)] | | | [removed: [2](#ib4001cf8768244cca3f772bfc08f865b_13)] [added: [2](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_13)] | | |

| | | | [Our [removed: Strategy](#ib4001cf8768244cca3f772bfc08f865b_19)] [added: Strategy](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_19)] | | | [removed: [3](#ib4001cf8768244cca3f772bfc08f865b_19)] [added: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_19)] | | |

| | | | [Our [removed: Strengths](#ib4001cf8768244cca3f772bfc08f865b_22)] [added: Strengths](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_22)] | | | [removed: [7](#ib4001cf8768244cca3f772bfc08f865b_22)] [added: [8](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_22)] | | |

| | | | [Business [removed: Operations](#ib4001cf8768244cca3f772bfc08f865b_25)] [added: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_25)] | | | [removed: [12](#ib4001cf8768244cca3f772bfc08f865b_25)] [added: [12](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_25)] | | |

| | | | [The Clinical Testing [removed: Industry](#ib4001cf8768244cca3f772bfc08f865b_28)] [added: Industry](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_28)] | | | [removed: [15](#ib4001cf8768244cca3f772bfc08f865b_28)] [added: [14](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_28)] | | |

| | | | [Available [removed: Information](#ib4001cf8768244cca3f772bfc08f865b_37)] [added: Information](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_37)] | | | [removed: [29](#ib4001cf8768244cca3f772bfc08f865b_37)] [added: [29](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_37)] | | |

| | | | [Information about Our Executive [removed: Officers](#ib4001cf8768244cca3f772bfc08f865b_40)] [added: Officers](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_40)] | | | [removed: [30](#ib4001cf8768244cca3f772bfc08f865b_40)] [added: [30](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_40)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib4001cf8768244cca3f772bfc08f865b_43)] [added: Factors](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_43)] | | | [removed: [32](#ib4001cf8768244cca3f772bfc08f865b_43)] [added: [32](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_43)] | | |

| | | | [Cautionary Factors That May Affect Future [removed: Results](#ib4001cf8768244cca3f772bfc08f865b_58)] [added: Results](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58)] | | | [removed: [42](#ib4001cf8768244cca3f772bfc08f865b_58)] [added: [42](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib4001cf8768244cca3f772bfc08f865b_61)] [added: Comments](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_61)] | | | [removed: [44](#ib4001cf8768244cca3f772bfc08f865b_61)] [added: [43](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_61)] | | |

| Item 2. | | | [removed: [Properties](#ib4001cf8768244cca3f772bfc08f865b_64)] [added: [Properties](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_64)] | | | [removed: [44](#ib4001cf8768244cca3f772bfc08f865b_64)] [added: [43](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_64)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib4001cf8768244cca3f772bfc08f865b_67)] [added: Proceedings](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_67)] | | | [removed: [44](#ib4001cf8768244cca3f772bfc08f865b_67)] [added: [44](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib4001cf8768244cca3f772bfc08f865b_70)] [added: Disclosures](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_70)] | | | [removed: [44](#ib4001cf8768244cca3f772bfc08f865b_70)] [added: [44](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_70)] | | |

| Item 5. | | | [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib4001cf8768244cca3f772bfc08f865b_76)] [added: Securities](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_76)] | | | [removed: [45](#ib4001cf8768244cca3f772bfc08f865b_76)] [added: [45](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_76)] | | |

| Item 6. | | | [removed: [Reserved](#ib4001cf8768244cca3f772bfc08f865b_79)] [added: [Reserved](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_79)] | | | [removed: [46](#ib4001cf8768244cca3f772bfc08f865b_79)] [added: [46](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_79)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib4001cf8768244cca3f772bfc08f865b_82)] [added: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_82)] | | | [removed: [46](#ib4001cf8768244cca3f772bfc08f865b_82)] [added: [46](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib4001cf8768244cca3f772bfc08f865b_85)] [added: Risk](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_85)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_85)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib4001cf8768244cca3f772bfc08f865b_88)] [added: Data](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_88)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_88)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib4001cf8768244cca3f772bfc08f865b_91)] [added: Disclosure](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_91)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_91)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_91)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib4001cf8768244cca3f772bfc08f865b_94)] [added: Procedures](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_94)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_94)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_94)] | | |

| Item 9B. | | | [Other [removed: Information](#ib4001cf8768244cca3f772bfc08f865b_97)] [added: Information](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_97)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_97)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_97)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib4001cf8768244cca3f772bfc08f865b_2192)] [added: Inspections](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_100)] | | | [removed: [47](#ib4001cf8768244cca3f772bfc08f865b_2192)] [added: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_100)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib4001cf8768244cca3f772bfc08f865b_103)] [added: Governance](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_106)] | | | [removed: [48](#ib4001cf8768244cca3f772bfc08f865b_103)] [added: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_106)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib4001cf8768244cca3f772bfc08f865b_106)] [added: Compensation](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_109)] | | | [removed: [48](#ib4001cf8768244cca3f772bfc08f865b_106)] [added: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_109)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' [removed: Matters](#ib4001cf8768244cca3f772bfc08f865b_109)] [added: Matters](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_112)] | | | [removed: [48](#ib4001cf8768244cca3f772bfc08f865b_109)] [added: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_112)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib4001cf8768244cca3f772bfc08f865b_112)] [added: Independence](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_115)] | | | [removed: [48](#ib4001cf8768244cca3f772bfc08f865b_112)] [added: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_115)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ib4001cf8768244cca3f772bfc08f865b_115)] [added: Services](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_118)] | | | [removed: [48](#ib4001cf8768244cca3f772bfc08f865b_115)] [added: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_118)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ib4001cf8768244cca3f772bfc08f865b_121)] [added: Schedules](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_124)] | | | [removed: [49](#ib4001cf8768244cca3f772bfc08f865b_121)] [added: [49](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_124)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib4001cf8768244cca3f772bfc08f865b_124)] [added: Summary](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_127)] | | | [removed: [54](#ib4001cf8768244cca3f772bfc08f865b_124)] [added: [55](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_127)] | | |

| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib4001cf8768244cca3f772bfc08f865b_133)] [added: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133)] | | | | | | [removed: [57](#ib4001cf8768244cca3f772bfc08f865b_133)] [added: [58](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133)] | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#ib4001cf8768244cca3f772bfc08f865b_148)] [added: Reporting](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148)] | | | | | | [removed: [75](#ib4001cf8768244cca3f772bfc08f865b_148)] [added: [74](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib4001cf8768244cca3f772bfc08f865b_151)] [added: Firm](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] | | | | | | F- [removed: [1](#ib4001cf8768244cca3f772bfc08f865b_151)] [added: [1](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] | | |

| [Consolidated Financial Statements and Related [removed: Notes](#ib4001cf8768244cca3f772bfc08f865b_154)] [added: Notes](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_154)] | | | | | | F- [removed: [3](#ib4001cf8768244cca3f772bfc08f865b_154)] [added: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_154)] | | |

| [removed: 2021] [added: 2022] Net Revenues | | | Table 10 | | | | | |

| [removed: 2021] [added: 2022] Medicare and Medicaid Revenues as % of Consolidated Net Revenues | | | Table 15 | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

\[☐\]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

\[☐\]

| | | | [Introduction](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_16) | | | [2](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_13) | | |

| | | | [General](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_31) | | | [23](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_31) | | |

| | | | [Regulation](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_34) | | | [27](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_34) | | |

CDC - Centers for Disease Controls and Prevention

| | | | | | | | | |

| Helping to Achieve the Triple Aim of Healthcare | | | Table 12 | | | | | |

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

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

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

| [Schedule II - Valuation Accounts and Reserves](#ib4001cf8768244cca3f772bfc08f865b_244) | | | | | | F- [44](#ib4001cf8768244cca3f772bfc08f865b_244) | | |

DCE - Direct Contract Entity

| Reducing Healthcare Costs and Improving Care | | | Table 12 | | | | | |

We also maintain offices, data centers, call centers, distribution centers and patient service centers at locations throughout the [removed: United States.]

United States.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of February 1, [removed: 2022,] [added: 2023,] we had approximately [removed: 2,500] [added: 2,225] 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: 2021.][added: 2022.]

(A)In [removed: each of] February [removed: 2021 and March 2021,] [added: 2022,] our Board of Directors increased the size of our share repurchase program by $1 billion.

Since the share repurchase program's inception in May 2003, our Board of Directors has authorized [removed: $11] [added: $13] billion of share repurchases of our common [removed: stock through December 31, 2021.][added: stock, including the $1 billion increase in February 2023.]

The share repurchase [removed: authority] [added: authorization] has no set expiration or termination date.

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2016] [added: 2017] 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 (S&P) 500 Stock Index and the S&P 500 Health Care (Sector) Index.

[removed: ][added: ]

| 12/31/2018 | | | | | | $ | 83.27 | | | | | (13.84) | | % | | | | (4.38) | | % | | | | 6.47 | | % | | | | $ | [removed: 94.05] [added: 86.16] | | | | | $ | [removed: 116.49] [added: 95.62] | | | | | $ | [removed: 129.97] [added: 106.47] | |

| [removed: 12/30/2019] [added: 12/31/2019] | | | | | | $ | 106.79 | | | | | 31.15 | | % | | | | 31.49 | | % | | | | 20.82 | | % | | | | $ | [removed: 123.34] [added: 113.00] | | | | | $ | [removed: 153.17] [added: 125.72] | | | | | $ | [removed: 157.04] [added: 128.64] | |

| [removed: 12/29/2020] [added: 12/31/2020] | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | [removed: 140.66] [added: 128.86] | | | | | $ | [removed: 181.35] [added: 148.85] | | | | | $ | [removed: 178.15] [added: 145.93] | |

| 12/31/2021 | | | | | | $ | 173.01 | | | | | 47.86 | | % | | | | 28.71 | | % | | | | 26.13 | | % | | | | $ | [removed: 207.97] [added: 190.52] | | | | | $ | [removed: 233.41] [added: 191.58] | | | | | $ | [removed: 224.71] [added: 184.07] | |

| October 1, 2022 – October 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 457,049 | | | | | | $ | 142.22 | | | | | 457,049 | | | | | | $ | 680,909 | | | | | | | |

| November 1, 2022 – November 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,332,783 | | | | | | $ | 147.01 | | | | | 1,332,783 | | | | | | $ | 484,973 | | | | | | | |

| Employee Transactions (B) | | | | | | 691 | | | | | | $ | 145.44 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2022 – December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,151,247 | | | | | | $ | 151.20 | | | | | 1,151,247 | | | | | | $ | 310,909 | | | | | | | |

| Share Repurchase Program (A) | | | | | | 2,941,079 | | | | | | $ | 147.90 | | | | | 2,941,079 | | | | | | $ | 310,909 | | | | | | | |

| Employee Transactions (B) | | | | | | 691 | | | | | | $ | 145.44 | | | | | N/A | | | | | | N/A | | | | | | | | |

As of December 31, 2022, $0.3 billion remained available under our share repurchase authorization.

In February 2023, we announced that our Board of Directors authorized us to repurchase an additional $1 billion of our common stock.

| 12/30/2022 | | | | | | $ | 156.44 | | | | | (7.79) | | % | | | | (18.13) | | % | | | | (1.95) | | % | | | | $ | 175.68 | | | | | $ | 156.85 | | | | | $ | 180.47 | |

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

| Share Repurchase Program (A) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,306,502 | | | | | | | |

| 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) | | | | | |

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.

| 12/31/2017 | | | | | | $ | 98.49 | | | | | 9.16 | | % | | | | 21.83 | | % | | | | 22.08 | | % | | | | $ | 109.16 | | | | | $ | 121.83 | | | | | $ | 122.08 | |

| See page [removed: [75](#ib4001cf8768244cca3f772bfc08f865b_148).] [added: [74](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148).] | | |

During the fourth quarter of [removed: 2021,] [added: 2022,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: On] [added: During] February [removed: 24, 2022,] [added: 2023,] the [removed: Company's] [added: Company announced that its] Board of Directors increased the Company's share repurchase authorization by $1 billion.

The increased authority is [removed: an] [added: in] addition to the [removed: $0.7] [added: $0.3] billion that was available as of December 31, [removed: 2021] [added: 2022] under the Company's share repurchase program.

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: 2022] [added: 2023] (“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: “2021] [added: “2022] Director Compensation Table,” “Compensation Discussion and Analysis,” “Information Regarding Executive Compensation” [added: (excluding the information under the subheading "Pay Versus Performance")] and “Compensation Committee Report” is incorporated by reference herein.

| [Report of Independent Registered Public Accounting [removed: Fir](#ib4001cf8768244cca3f772bfc08f865b_151)[m](#ib4001cf8768244cca3f772bfc08f865b_151) [(](#ib4001cf8768244cca3f772bfc08f865b_151)[PCAOB ID](#ib4001cf8768244cca3f772bfc08f865b_151) 238[)](#ib4001cf8768244cca3f772bfc08f865b_151)] [added: Firm (PCAOB ID](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151) 238[)](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] | | | F- [removed: [1](#ib4001cf8768244cca3f772bfc08f865b_151)] [added: [1](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] | | |

| [Consolidated Balance [removed: Sheets](#ib4001cf8768244cca3f772bfc08f865b_157)] [added: Sheets](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_157)] | | | F- [removed: [3](#ib4001cf8768244cca3f772bfc08f865b_157)] [added: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_157)] | | |

| [Consolidated Statements of [removed: Operations](#ib4001cf8768244cca3f772bfc08f865b_160)] [added: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_160)] | | | F- [removed: [4](#ib4001cf8768244cca3f772bfc08f865b_160)] [added: [4](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_160)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib4001cf8768244cca3f772bfc08f865b_163)] [added: Income](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_163)] | | | F- [removed: [5](#ib4001cf8768244cca3f772bfc08f865b_163)] [added: [5](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib4001cf8768244cca3f772bfc08f865b_166)] [added: Flows](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_166)] | | | F- [removed: [6](#ib4001cf8768244cca3f772bfc08f865b_166)] [added: [6](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_166)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#ib4001cf8768244cca3f772bfc08f865b_169)] [added: Equity](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_169)] | | | F- [removed: [7](#ib4001cf8768244cca3f772bfc08f865b_169)] [added: [7](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib4001cf8768244cca3f772bfc08f865b_172)] [added: Statements](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_172)] | | | F- [removed: [8](#ib4001cf8768244cca3f772bfc08f865b_172)] [added: [8](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_172)] | | |

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

| 3.1 | | | [Restated Certificate of Incorporation (filed as an Exhibit to the Company's [removed: current] [added: quarterly] report on Form 10-Q for the quarter ended September 30, [removed: 2018 (Date of Report: October 24, 2018)] [added: 2022] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207918000180/dgx09302018ex31.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207922000140/dgx09302022ex31.htm)] | | | [added: | | |]

| 3.2 | | | [Amended and Restated By-Laws of the [removed: Company] [added: Company, as amended November 14, 2022] (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: [removed: May 17, 2019)] [added: November 14, 2022)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000144/dgx051319ex31.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000157/dgx11142022ex31.htm)] | | | [added: | | |]

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

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

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

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

| 4.5 | | | [Form of 4.700% Senior Note due 2045 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm) | | | [added: | | |]

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

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

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

| 4.9 | | | [Form of 2.800% Senior Note due 2031 (filed as an Exhibit to the Company’s current 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) | | | [added: | | |]

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

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

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

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

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

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

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

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

| 4.18 | | | [Eighth Supplemental Indenture dated as of July 31, 2006, among the Company, The Bank of New York, and the [added: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: July 31, 2006) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706003285/ex4-1.htm) | | | [added: | | |]

| 4.19 | | | [Ninth Supplemental Indenture dated as of September 30, 2006, among the Company, The Bank of New York, and the [added: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: September 30, 2006) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706004130/ex4-1.htm) | | | [added: | | |]

| 4.20 | | | [Tenth Supplemental Indenture dated as of June 22, 2007, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-11.htm) | | | [added: | | |]

| 4.21 | | | [Eleventh Supplemental Indenture dated as of June 22, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-14.htm) | | | [added: | | |]

| 4.22 | | | [Twelfth Supplemental Indenture dated as of June 25, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-15.htm) | | | [added: | | |]

| 4.23 | | | [Thirteenth Supplemental Indenture dated as of November 17, 2009, among the Company, The Bank of New [removed: York,] [added: York Mellon,] and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 17, 2009) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041309005838/c59427_ex4-14.htm) | | | [added: | | |]

| 4.24 | | | [Fourteenth Supplemental Indenture dated as of March 24, 2011, among the Company, The Bank of New [removed: York,] [added: York Mellon,] and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 21, 2011) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041311002247/c64911_ex4-15.htm) | | | [added: | | |]

| 4.25 | | | [Fifteenth Supplemental Indenture dated as of November 30, 2011, among the Company, The Bank of New York [removed: Mellon Trust Company, N.A., as successor trustee to The Bank of New York,] [added: Mellon,] and the [added: Additional] Subsidiary Guarantors (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_ex4-24.htm) | | | [added: | | |]

| 4.26 | | | [Sixteenth Supplemental Indenture dated as of March 17, 2014, between the [removed: Company,] [added: Company and] The Bank of New York Mellon [removed: 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) | | | [added: | | |]

| 4.27 | | | [Seventeenth Supplemental Indenture dated as of March 10, 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) | | | [added: | | |]

| 4.28 | | | [Eighteenth Supplemental Indenture dated as of May 26, 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) | | | [added: | | |]

| 4.29 | | | [Nineteenth Supplemental Indenture dated as of March 12 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) | | | [added: | | |]

| 4.30 | | | [Twentieth Supplemental Indenture dated as of December 16, 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) | | | [added: | | |]

3.

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| Item | | | Page | | |

2.Financial Statement Schedule.

| [Schedule II - Valuation Accounts and Reserves](#ib4001cf8768244cca3f772bfc08f865b_244) | | | F- [44](#ib4001cf8768244cca3f772bfc08f865b_244) | | |

3.Exhibits

| 99.8 | | | [Amendment No. 5 to Sixth Amended and Restated Credit and Security Agreement, dated as of August 13, 2021 (filed as an Exhibit to the Company’s](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex991.htm) [quarterly report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex991.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: 28, 2022.][added: 21, 2023.]

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 28, 2022.][added: 21, 2023.]

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

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

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

Our diagnostic information services business ("DIS") provides information and insights based on [removed: the] [added: an] industry-leading menu of routine, non-routine and advanced clinical testing and anatomic pathology testing, and other diagnostic information services.

We provide services to a broad range of customers, including patients, clinicians, hospitals, independent delivery networks ("IDNs"), health plans, employers, [added: consumers, and] accountable care organizations [removed: ("ACOs"), and direct contract entities ("DCEs").][added: ("ACOs").]

During [removed: 2021,] [added: 2022,] we processed approximately [removed: 218] [added: 208] million test requisitions through our extensive laboratory network.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net revenues | | | [removed: $10,788] [added: $9,883] | | | | | | [removed: $9,437] [added: $10,788] | | | | | | [removed: $7,726] [added: $9,437] | | |

| Base business revenues (a) | | | [removed: $8,018] [added: $8,429] | | | | | | [removed: $6,714] [added: $8,018] | | | | | | [removed: $7,726] [added: $6,714] | | |

| COVID-19 testing revenues | | | [removed: $2,770] [added: $1,454] | | | | | | [removed: $2,723] [added: $2,770] | | | | | | [removed: $—] [added: $2,723] | | |

| DIS revenues | | | [removed: $10,494] [added: $9,609] | | | | | | [removed: $9,139] [added: $10,494] | | | | | | [removed: $7,405] [added: $9,139] | | |

| Revenue per requisition change | | | [removed: (1.6)%] [added: (4.5)%] | | | | | | [removed: 16.2%] [added: (1.6)%] | | | | | | [removed: (1.3)%] [added: 16.2%] | | |

| Requisition volume change | | | [removed: 16.5%] [added: (4.5)%] | | | | | | [removed: 6.6%] [added: 16.5%] | | | | | | [removed: 4.3%] [added: 6.6%] | | |

| Organic requisition volume change | | | [removed: 13.6%] [added: (5.1)%] | | | | | | [removed: 4.5%] [added: 13.6%] | | | | | | [removed: 3.1%] [added: 4.5%] | | |

| DS revenues | | | [removed: $294] [added: $274] | | | | | | [removed: $298] [added: $294] | | | | | | [removed: $321] [added: $298] | | |

| [removed: Income from continuing operations] [added: Net income] attributable to Quest Diagnostics | | | [removed: $1,995] [added: $946] | | | | | | [removed: $1,431] [added: $1,995] | | | | | | [removed: $838] [added: $1,431] | | |

| Diluted earnings per share [removed: from continuing operations] | | | [removed: $15.55] [added: $7.97] | | | | | | [removed: $10.47] [added: $15.55] | | | | | | [removed: $6.13] [added: $10.47] | | |

| Net cash provided by operating activities | | | [removed: $2,233] [added: $1,718] | | | | | | [removed: $2,005] [added: $2,233] | | | | | | [removed: $1,243] [added: $2,005] | | |

For further discussion of the year-over-year changes for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020,] [added: 2021,] see "Results of Operations" below.

[removed: We] [added: As a result of the pandemic, we] have made substantial investments to expand and maintain the amount of COVID-19 testing available to the country.

We have been effectively managing challenges in the global supply [removed: chain;] [added: chain] and, at this point, we have sufficient supplies to conduct our business.

Additionally, [added: compared to pre-2020 historical levels,] our revenue per requisition has been positively impacted by COVID-19 molecular testing.

We continued to execute our strategy and leverage our operating principles during [removed: 2021] [added: 2022] as follows:

For further details, see [removed: Note 5] [added: Notes 6 and 8] to the audited consolidated financial statements.

[removed: Acquisition] [added: *Acquisition] of [removed: Assets] [added: assets] of Labtech Diagnostics, [removed: LLC ("Labtech")][added: LLC*]

On December 13, 2021, [removed: we] [added: the Company] completed the acquisition of assets of [removed: Labtech,] [added: Labtech Diagnostics, LLC ("Labtech"),] an independent clinical [removed: diagnostics] [added: diagnostic] laboratory provider serving physicians and patients primarily in South Carolina, North Carolina, Florida and Georgia, in an all cash transaction for [removed: $85] [added: $95] million, which consisted of cash consideration of $80 million and contingent consideration [removed: initially] estimated at [removed: $5] [added: $15] million.

The contingent consideration arrangement [removed: is] [added: was] dependent upon the achievement of certain [removed: testing volume] [added: revenue] benchmarks.

As a result of the transaction, during the year ended December 31, 2021, [removed: we] [added: the Company] recorded a $314 million pre-tax gain in other [added: (expense)] 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.

[removed: 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.

For further [removed: details,] [added: details regarding our share repurchases,] see Note [removed: 6] [added: 17] to the audited consolidated financial statements.

For further details regarding [removed: the ASRs and] our [removed: repurchases of our common stock,] [added: credit facilities,] see Note [removed: 16] [added: 14] to the audited consolidated financial statements.

We currently aim annually to achieve savings and productivity improvements of approximately 3% of our [removed: costs and in 2021] [added: costs, which] we [removed: exceeded that goal.][added: believe will help offset pressures from the current inflationary environment.]

These flagship programs include: organization excellence; information [added: technology excellence; procurement excellence; field and customer service excellence; lab excellence; and revenue services excellence.]

[added: These flagship programs include: organization excellence; information] technology excellence; procurement excellence; field and customer service excellence; lab excellence; and revenue services excellence.

In addition to these programs, we have identified key themes to change how we operate including reducing denials and patient price concessions; further digitizing our business; [removed: standardization and] [added: standardization;] automation; [removed: and] optimization [removed: initiatives in our lab network] and [removed: patient service center network.][added: selecting and retaining talent.]

For the year ended December 31, [removed: 2021,] [added: 2022,] we incurred [removed: $56] [added: $88] million of pre-tax charges [removed: under] [added: in connection with] our Invigorate program [added: and other restructuring activities, including $55 million of employee separation costs, with the remainder] primarily consisting of systems conversion and integration [removed: costs, all of which result in cash expenditures.][added: costs.]

| | | | By: | | | /s/ James E. Davis | | |

| | | | | | | James E. Davis | | |

| Capital expenditures | | | $404 | | | | | | $403 | | | | | | $418 | | |

Since 2020, a novel strain of coronavirus has impacted the economy of the United States and other countries around the world.

As the impact of COVID-19 moderates, we remain active in the continued response to COVID-19.

Due to the pandemic, since 2020 we have experienced significant volatility, including periods of material decline compared to prior year periods in testing volume in our base business (which excludes COVID-19 testing) and periods of significant demand for COVID-19 testing services.

On February 1, 2022, we completed the acquisition of Pack Health, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in an all cash transaction for $123 million, net of $4 million cash acquired, which consisted of cash consideration of $105 million and contingent consideration initially estimated at $18 million.

Most of the charges will result in cash expenditures.

| Healthcare insurers | | | 47% | | | | | | 41% | | |

If any capitated

For the year ended December 31, 2022, we updated the fair value calculation for our risk assessment reporting unit, performed a quantitative impairment test and concluded that goodwill for the reporting unit was not impaired.

As a sensitivity, if the estimated fair value of the risk assessment reporting unit decreased by 10%, we would have still concluded that the goodwill for the reporting unit was not impaired.

| DIS business | | | $ | 9,609 | | | | | $ | 10,494 | | | | | | | | | | | $ | (885) | | | | | | | | | | | (8.4) | | % | | | | | | |

| DS businesses | | | 274 | | | | | | 294 | | | | | | | | | | | | (20) | | | | | | | | | | | | (7.0) | | | | | | | | |

| Cost of services | | | $ | 6,450 | | | | | $ | 6,579 | | | | | | | | | | | $ | (129) | | | | | | | | | | | (2.0) | | % | | | | | | |

| Operating income | | | $ | 1,428 | | | | | $ | 2,381 | | | | | | | | | | | $ | (953) | | | | | | | | | | | (40.0) | | % | | | | | | |

| Income tax expense | | | $ | (264) | | | | | $ | (597) | | | | | | | | | | | $ | 333 | | | | | | | | | | | (55.8) | | % | | | | | | |

| Equity in earnings of equity method investees, net of taxes | | | $ | 44 | | | | | $ | 78 | | | | | | | | | | | $ | (34) | | | | | | | | | | | (44.7) | | % | | | | | | |

- pre-tax charges of $42 million ($30 million recorded in other (expense) income, net, and $12 million recorded in equity in earnings of equity method investees), or $0.26 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; and

- net pre-tax charges of $13 million ($2 million recorded in cost of services and $11 million recorded in other operating expense (income), net), or $0.09 per diluted share, primarily representing a $14 million impairment charge on certain property, plant and equipment and a $5 million loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions, partially offset by a $10 million gain from a payroll tax credit under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") associated with the retention of employees; partially offset by

- an income tax benefit of $18 million, recorded in income tax expense, or $0.14 per diluted share, due to a cumulative adjustment to state deferred tax liabilities related to depreciation expense; and

- a net pre-tax gain of $39 million recorded in other (expense) income, net, or $0.24 per diluted share, primarily due to gains associated with changes in the carrying value of our strategic investments, partially offset by a non-cash impairment charge to the carrying value of an equity method investment; and

- pre-tax charges of $16 million recorded in selling, general and administrative expenses, or $0.08 per diluted share, primarily due to costs associated with donations, contributions and other financial support through Quest for Health Equity; and

- The decrease in revenue compared to the prior year was driven by a decrease in COVID-19 testing, partially offset by growth in the base business and the impact of recent acquisitions.

For the year ended December 31, 2022, recent acquisitions contributed approximately 0.8% to DIS revenues.

- DIS volume decreased by 4.5% compared to the prior year driven by a decrease in COVID-19 testing, partially offset by growth in the base business and the impact of recent acquisitions, which contributed approximately 0.6% to DIS volume.

- Revenue per requisition decreased by 4.5% compared to the prior year driven in large part by the decrease in COVID-19 molecular testing and unit price pressure of approximately 0.5%, partially offset by favorable mix.

- Revenue per requisition in the base business increased by 3.0% compared to the prior year primarily due to favorable test and payer mix.

DS revenues for the year ended December 31, 2022 decreased by 7.0% compared to the prior year primarily due to lower revenues associated with our risk assessment services offered to the life insurance industry.

The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other (expense) income, net.

For the year ended December 31, 2022, amortization expense increased by $17 million compared to the prior year primarily due to an adjustment to the useful life of a customer-related intangible asset and, to a lesser extent, the impact of recent acquisitions.

For the year ended December 31, 2022, other operating expense (income), net includes a $14 million impairment charge on certain property, plant and equipment and a $5 million loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions, partially offset by a $10 million gain from a payroll tax credit under the CARES Act associated with the retention of employees.

Interest expense, net decreased by $13 million for the year ended December 31, 2022 compared to the prior year, primarily due to increased interest income resulting from the impact of rising interest rates on our cash and cash equivalents.

For the year ended December 31, 2022, other (expense) income, net included $30 million of losses associated with changes in the carrying value of our strategic investments and $25 million of losses associated with investments in our deferred compensation plans.

The year ended December 31, 2022 includes an $18 million income tax benefit due to a cumulative adjustment to state deferred tax liabilities related to depreciation expense, which impacted the effective income tax rate by 1.5%.

- lower operating income in 2022 as compared to 2021; partially offset by

- a $426 million decrease in income tax payments in 2022 as compared to 2021.

- a $26 million decrease in distributions to noncontrolling interest partners.

During October 2022, we amended our secured receivables credit facility and decreased the aggregate borrowing capacity under the secured receivables credit facility to $525 million.

The amended secured receivables credit facility includes a $425 million loan commitment, half of which matures in October 2023 and half of which matures in October 2024.

| | | | | | | Stephen H. Rusckowski | | |

| /s/Helen I. Torley Helen I. Torley | | | | | | Director | | |

2021 Highlights

As a novel strain of coronavirus (COVID-19) continues to impact the economy of the United States and other countries around the world, we are committed to being a part of the coordinated public and private sector response to this unprecedented challenge.

During 2020 and 2021, our testing volume and revenues were materially impacted by the COVID-19 pandemic.

Beginning in March 2020, we experienced a material decline in base testing volume (which excludes COVID-19 testing) due to the COVID-19 pandemic.

The decrease in base testing volume was driven by federal, state and local governmental policies and initiatives designed to reduce the transmission of COVID-19, a significant reduction in physician office visits, the cancellation of elective medical procedures, customers closing or severely curtailing their operations (voluntarily or in response to government orders), increased unemployment and loss of healthcare insurance and the adoption of work-from-home policies, all of which have had, and may continue to have, an impact on our operating results, financial position and cash flows.

During May and June 2020, we began to experience a recovery in base testing volume, which continued in 2021.

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.

In April 2020 the Centers for Medicare and Medicaid Services ("CMS") announced that it would increase the reimbursement for certain COVID-19 molecular tests making use of high-throughput technologies developed by the private sector that allow for increased testing capacity, faster results, and more effective means of combating the spread of the virus to $100 per test, effective April 14, 2020.

Beginning January 1, 2021, Medicare changed the base reimbursement rate for COVID-19 diagnostic tests run on high-throughput technologies to $75 per test with an additional payment of $25 per test if the laboratory (1) completes the test in two calendar days or less and (2) completes the majority of its COVID-19 tests that use high throughput technology in two calendar days or less for all of its patients in the previous month.

Certain healthcare insurers have now moved to a similar reimbursement model for COVID-19 molecular tests.

We believe the COVID-19 pandemic’s impact on our consolidated results of operations, financial position and cash flows will be primarily driven by: the severity and duration of the COVID-19 pandemic (including any variants); healthcare insurer, government, and client payer reimbursement rates for COVID-19 molecular testing; the COVID-19 pandemic’s impact on the U.S. healthcare system and the U.S. economy; the timing, scope and effectiveness of federal, state and local governmental responses to the COVID-19 pandemic; and effective and comprehensive COVID-19 vaccination across the U.S. We may also be impacted by changes in the severity of the COVID-19 pandemic at different times in the various cities and regions where we operate and offer services, and by challenges faced in implementing nationwide COVID-19 vaccinations, including the degree to which the public is vaccinated and the effectiveness of vaccines at preventing infection or illness in connection with new or existing variants of COVID-19.

Even as the COVID-19 pandemic moderates over time and the business and social distancing restrictions ease, we may continue to experience similar effects to our businesses, consolidated results of operations, financial position and cash flows arising from long-term changes in behavior by consumers or other healthcare system participants and resulting from a recessionary economic environment that may persist.

In the longer term, given the many challenges that hospitals will face, we may have more opportunities to partner with hospitals to help achieve their laboratory strategies, and the COVID-19 pandemic may also be a further catalyst for consolidation in the laboratory testing industry.

Medicare Sequestration

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

Beginning in May 2020, there has been a suspension of sequestration, which has resulted in a small benefit to us in the form of higher reimbursement rates for diagnostic testing services performed on behalf of Medicare beneficiaries.

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.

Acquisition of the Outreach Services Business of Mercy Health

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.

The acquired business is included in our DIS business.

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.

Prior to the transaction, we accounted for our minority interest as an equity method investment.

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.