Quest Diagnostics (DGX) 10-K risk factor changes: FY2023 vs FY2022

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

| This Report also includes forward-looking statements that involve risks or uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below and elsewhere. See “Cautionary Factors that May Affect Future Results” on page [removed: [42](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58).] [added: [38](#iea2aa61632514669aeb8dead5a8c03c1_58).] | | |

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

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

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

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

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

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

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

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

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

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

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

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

Pursuant to PAMA, reimbursement rates for many clinical laboratory tests provided under Medicare were reduced [removed: from] [added: during] 2018 - 2020.

PAMA calls for further revision of the Medicare [removed: Clinical Laboratory Fee Schedule] [added: CLFS] for years after 2020, based on future surveys of market [removed: rates; reimbursement rate reduction from 2024-26 is capped by PAMA at 15% annually.][added: rates.]

PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in [removed: December 2022,] [added: November 2023 (the Further Continuing Appropriations and Other Extensions Act of 2024),] which further delayed the reimbursement rate reductions and reporting requirements until January 1, [removed: 2024.][added: 2025; reimbursement rate reduction from 2025-2027 is capped by PAMA at 15% annually.]

Other steps taken to reduce utilization and reimbursement include requirements to obtain diagnosis codes [added: (which can be inconsistent between health plans and government payers)] to obtain payment, increased documentation requirements, limiting the allowable number of tests or ordering frequency, expanded prior authorization programs and otherwise increasing payment denials.

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

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

Some health plans also are reviewing test coding, evaluating coverage [removed: decisions] [added: decisions, requiring additional documentation for claims payment] and requiring preauthorization of certain testing.

Our success in continuing to introduce new solutions, technology and services will depend, in part, on our ability to [added: develop or] license new and improved technologies on favorable terms.

We may be sued under physician liability or other liability law for acts or omissions by our pathologists, laboratory personnel and [removed: IDN] [added: hospital] employees who are under our 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 extensively interpreted by the courts, [removed: including] [added: including, among other things,] many of those relating to:

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

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

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

The FDA has regulatory responsibility over, among other areas, instruments, software, test kits, reagents and other devices used by clinical laboratories to perform diagnostic testing in the [removed: U.S.] [added: United States] A number of tests we develop internally are offered as LDTs.

As the FDA moves to regulate more clinical laboratory testing, its approach to regulation is [removed: impacting] [added: expected to impact] industry practices and participants, new competitors may enter the industry, and competition may come in new forms.

Legislation introduced in [removed: recent sessions of] Congress [added: in 2022 and again in 2023] that would authorize the FDA to regulate LDTs has not become law.

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

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

In addition, failure to comply with applicable laws relating to billing government healthcare programs may result in various consequences, [removed: including:] [added: 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.

We are subject to numerous [removed: political,] [added: political (including geopolitical),] legal, operational and other risks as a result of our international operations which could impact our business in many ways.

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, [added: supply,] reimbursement and marketing of [added: products and] services; existing and emerging data privacy regulations affecting the processing and transfer of personal data; [added: emerging regulations relating to the use of AI;] and challenges based on differing languages and cultures.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $4.0] [added: $4.7] billion of debt outstanding.

[removed: Our] [added: Increases in interest rates may increase our financing costs making it more challenging for us to incur additional debt necessary to fund our operations and strategic objectives.Our] ability to make principal and interest payments will depend on our ability to generate cash in the future.

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

The diagnostic information services industry is [removed: faced with] [added: facing rapidly] changing technology and [removed: new] [added: innovations in] product [removed: introductions,] [added: offerings,] including technology that enables more [removed: convenient or] [added: convenient, accessible and] cost-effective testing.

For example, digital pathology is an emerging technology that may change the practice of [removed: pathology.][added: pathology and our role in it.]

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Unfortunately, as a result of a flawed implementation of PAMA, the data collected did not accurately represent the laboratory market as required under PAMA.

Independent laboratories were overrepresented, and hospitals and physician office laboratories were underrepresented, making the first round of PAMA cuts too extreme and resulting in below market rates.

Congress reintroduced federal legislation in 2023 (the Saving Access to Laboratory Services Act), which, if enacted, would reform PAMA and create a true market-based CLFS.

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Pursuant to PAMA, reimbursement rates for many clinical laboratory tests provided under Medicare were reduced during 2018 - 2020.

Unfortunately, as a result of a flawed implementation of PAMA, the data collected did not accurately represent the laboratory market as required under PAMA.

Independent laboratories were overrepresented, and hospitals and physician office laboratories were underrepresented, making the first round of PAMA cuts too extreme and resulting in below market rates.

Congress reintroduced federal legislation in 2023 (the Saving Access to Laboratory Services Act), which, if enacted, would reform PAMA and create a true market-based CLFS.

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adverse impact of ceasing to be a contracted provider with an insurer.

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In October 2023, the FDA announced a proposed rule that would broaden the definition of medical devices to include diagnostic tests and laboratories that develop them.

Publication of a final rule initiates a four-year period for a staged process of compliance and submissions.

The proposed rule could also impact a revitalization and passage of legislation that authorizes the FDA to regulate LDTs by amending the Food, Drug and Cosmetic Act.

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The development of new technologies is rapidly changing diagnostic testing, which will impact the healthcare industry and the competitive environment.

These technological advances (and the ones yet to come) and the continued internalization of testing services may lead to the need for less frequent testing and/or less use of the testing services we offer.

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We have been and expect to continue to use AI technology in the testing services we offer.

The challenges with properly managing the development and use of these technological innovations could result in harm to our reputation, business or customers, and adversely affect our results of operations.

We have been and expect to continue to use AI technology in our testing services, and we anticipate it will become increasingly important to us over time.

This technology, including generative AI, which is in its early stages of commercial implementation, presents a number of risks inherent in its use, including risks related to cybersecurity, privacy and data use practices.

Additionally, AI technology can create accuracy issues and other outcomes that could harm our customers and negatively impact our reputation and our business.

Further, our competitors may develop new testing services and other products relying on AI more rapidly or more successfully than us, which could hinder our ability to compete effectively and adversely affect our results of operations.

Using AI successfully will require significant resources, including having the technical expertise required to develop, test and maintain AI-based testing services.

In addition, we anticipate that there will continue to be new regulatory requirements concerning the use of AI, which may aim to regulate, limit, or block the use of AI in our testing and other services or otherwise impose other restrictions that may hinder their usability or effectiveness.

These issues can also arise as a result of failures by third parties with whom we do business and over which we have limited control.

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our systems.

In addition, we believe that our overall relations with our employees are good.

However, unfavorable labor environments, unionization activity, or a failure to comply with labor or employment laws could result in, among other things, labor unrest, strikes, work stoppages, slowdowns by the affected workers, fines and penalties.

If any of these events were to occur, the Company could experience a disruption of its operations or higher ongoing labor costs, either of which could have a material adverse effect upon the Company's business.

The ability of our employees and consumers to access our facilities may be adversely impacted by the effects of extreme weather events and

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We are subject to risks associated with public health emergencies and pandemics, such as the COVID-19 pandemic.

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(p) Challenges with properly managing the development and use of AI.

We believe that PAMA-driven reimbursement pressure remains a catalyst for structural change in the market.

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

The guidance attempts to clarify whether FDA approval of certain software is required.

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

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

While we expect to be able to transition the facility to an alternative reference rate upon the cessation of LIBOR, there is no guarantee that we will be able to do so.

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

Information technology that includes self-learning or "artificial intelligence" features is growing and may impact the healthcare industry.

Advances in technology also may lead to the need for less frequent testing.

Internalization of testing may reduce demand for services previously referred to outside service providers, such as the Company.

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

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

These conditions may continue or deteriorate in the future, including in the event of a future pandemic outbreak.

(cc) The COVID-19 pandemic.

| See page [removed: [58](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133).] [added: [57](#iea2aa61632514669aeb8dead5a8c03c1_133).] | | |

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

In the right hands and with the right context, our diagnostic insights can inspire actions that transform [removed: lives.][added: lives and create a healthier world.]

Unless the context otherwise requires, the terms “Quest Diagnostics,” [added: “Quest,”] the “Company,” “we” and “our” mean Quest Diagnostics Incorporated and its consolidated subsidiaries.

The patients we serve [added: annually] comprise approximately one-third of the adult population of the United [removed: States annually,] [added: States,] and [added: over a three-year period, we serve] approximately one-half of the adult population in the United [removed: States over a three-year period.][added: States.]

During [removed: 2022,] [added: 2023,] we generated net revenues of [removed: $9.9] [added: $9.3] billion.

Additional financial information concerning Quest Diagnostics for each of the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] is included in [removed: the] [added: “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and our] consolidated financial statements and notes thereto in “Financial Statements and Supplementary Data” in Part II, Item 8.

[removed: ][added: ]

We believe [removed: that our vision, aspirational goals and strategy align very well with, and our strong value proposition supports,] [added: The Quest Way is aligned with] the triple aim of [removed: healthcare:] [added: healthcare of] improving medical quality and the patient experience while reducing the [added: overall] cost of care.

[removed: We also saw how underserved communities were disproportionately impacted by COVID-19, and] [added: As part of our commitment to create a healthier world, we, along] with [removed: the] [added: our] Quest Diagnostics Foundation, [removed: we] launched [added: our] Quest for Health [removed: Equity, an initiative] [added: Equity® initiative, which aims] to reduce health disparities in underserved communities in the [removed: U.S. This initiative is providing] [added: United States through] a combination of testing services, education programs, alliances and financial [removed: support to efforts to address health disparities.][added: support.]

Since its inception, we have committed approximately [removed: $30] [added: $38] million to [removed: approximately 65] [added: more than 70] programs launched across the [removed: U.S.] [added: United States] and Puerto Rico, including supporting [added: community workforce development,] COVID-19 testing and vaccination events, wellness events, educating young students on healthy nutrition choices and expanding research and mentorship opportunities for Black and Hispanic scholars.

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

[removed: ][added: ]

[removed: | 4. Growing Advanced Diagnostics | | |][added: Advanced Diagnostics]

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

[removed: This includes working] [added: We work] with payers to reduce the cost of care, improve the customer experience and drive better outcomes for [removed: populations.][added: patients.]

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

In 2022, we [removed: augmented] [added: enhanced] our extended care offering by acquiring Pack Health, [removed: a] [added: LLC ("Pack Health") which offers] patient engagement [removed: company] [added: services] that [removed: helps] [added: help] individuals adopt healthier behaviors to improve outcomes.

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

[removed: We have been investing] [added: Our investments] in our Advanced [removed: Diagnostics offerings, including to] [added: Diagnostics™ offerings] enhance our innovation capabilities and [removed: to] strengthen our service [removed: offering and sales force, to make] [added: offering, making] our Advanced [removed: Diagnostics] [added: Diagnostics™] offerings more attractive and accessible to [removed: IDNs] [added: physicians] and [removed: clinicians.][added: hospitals.]

We are [added: also] seeking to apply the capabilities gained by these efforts to [added: support] other areas where we can make a meaningful difference in [removed: health care,] [added: healthcare,] including [removed: consumer genetics and] offerings to pharmaceutical [removed: companies, IDNs] [added: companies] and [removed: health plans.][added: consumers.]

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

For example, our "Schedule at Check In" [removed: capability, which] [added: capability] encourages patients to make appointments, [removed: allowing] [added: which allows] us to better manage demand and [removed: phlebotomy] productivity [removed: while enhancing] [added: and has reduced average wait times in] the patient [removed: experience, is now deployed at approximately 85% of our patient] service centers.

[removed: In addition, we] [added: We] are [added: also] building the patient payment process into the digital customer experience, [removed: improving] [added: which not only improves] the patient experience, [removed: helping] [added: but also helps] our patient concession [removed: rate,] [added: rate] and [removed: reducing] [added: reduces] demands on phlebotomists.

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 testing and demand for expanded access to basic [removed: health care] [added: healthcare] services.

[removed: |] We strive to enhance operational excellence and improve our [removed: quality and] efficiency across [removed: every portion of] our value chain and operations, from the time that we [added: first] interact with a potential customer until the time we receive [removed: payment. | | | | | |][added: payment for our services.]

Improving our operations [removed: will] [added: can] yield many benefits, [removed: including: enhancing customer experience;] [added: including] improving our quality and [removed: competitiveness;] [added: competitiveness,] strengthening our foundation for [removed: growth;] [added: growth,] and increasing employee engagement and shareholder value.

Our cost excellence program, Invigorate, includes structured plans to drive savings and improve productivity across the value chain, including in such areas as [added: patient services, logistics and laboratory operations,] revenue services, information technology [added: ("IT")] and procurement.

[removed: | Assets] [added: Assets] and Capabilities [removed: to] [added: that] Deliver [removed: Value | | | Health Information Technology Solutions and Information Assets | | |][added: Value]

Our goal is to provide every patient [added: and customer] with services and products of superior quality.

We strive to accomplish that through [removed: commitment, leadership, and establishing] rigorous processes that we measure and [removed: 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.

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

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

[removed: *Deliver disciplined capital deployment.* Our] [added: Acquisitions are part of our] disciplined capital deployment [removed: framework] [added: framework, which also] includes investment in our business, dividends and share [removed: repurchases.][added: repurchases and is grounded in maintaining an investment grade credit rating.]

We expect to return a majority of our free cash flow to [removed: investors] [added: stockholders] through a combination of dividends and share repurchases.

Consistent with that expectation, in February [removed: 2023] [added: 2024,] we announced that we increased our quarterly common stock cash dividend by approximately [removed: 7.6%,] [added: 5.6%,] from [removed: $0.66] [added: $0.71] per common share to [removed: $0.71] [added: $0.75] per common share.

This represents our [removed: twelfth] [added: 13th] increase in the dividend since [removed: 2011.][added: the beginning of 2012.]

Since the beginning of [removed: 2013,] [added: 2012,] we have returned approximately [removed: $7.1] [added: $7.5] billion to stockholders through repurchases of our common stock.

[removed: The Company's] [added: Our] strategy includes generating growth through value-creating, [removed: strategically-aligned] [added: strategically aligned] acquisitions using disciplined investment criteria.

We also [removed: agreed to acquire] [added: completed our acquisition of] select assets of [added: Northern Light Laboratory,] the outreach [removed: testing] [added: laboratory services] business of Northern Light Health, a large integrated healthcare system in Maine.

We will continue to invest in our business in a disciplined manner, including focusing on enhancing our solid foundation of strategic assets and [removed: capabilities, accelerating growth and driving operational excellence.][added: capabilities.]

Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time.

We provide diagnostic insights from the results of our laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes.

The Quest Way

We operate our business and achieve our goals according to a clear set of principles we call “The Quest Way,” which consists of the following:

- Our Purpose is to work together to create a healthier world, one life at a time.

- Our Strategy to grow is to provide solutions that serve the evolving needs of our customers, based on our high quality, innovative, convenient and affordable services.

- Our Culture, or how we work, is powered by what we call the “5Cs”: customer first, collaboration, care, continuous improvement, and curiosity.

We play a critical role in healthcare decisions for customers across the healthcare ecosystem, including physicians, hospitals, patients and consumers, health plans, government agencies, employers, retailers, pharmaceutical companies and insurers.

We believe our employees are critical to our success, and we continually strive to create an environment that allows them to contribute to our goal of creating a healthier world.

We are focused on delivering services that help improve the physician and healthcare provider experience to enable us and them to deliver high quality, effective and affordable care to patients.

We provide a number of innovative ways for patients to access services from us, including consumer-initiated services offered through QuestHealth.com, which provides a high quality, self-directed option with physician oversight for individuals to gain insights into their health.

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Our strategy aims to achieve two key goals: generate growth and optimize our operating efficiency.

Our growth strategy focuses on continually developing solutions to meet the evolving needs of our customers.

We help people make the best decisions to improve health by providing high quality, innovative, convenient and affordable diagnostic testing insights and services using our scale and extensive reach.

We drive growth by:

- collaborating with healthcare providers and partners to leverage our broad access;

- offering an industry-leading menu of testing and other services;

- leveraging our data assets and services to improve population health and enable value-based care; and

- continuously improving our quality and efficiency by leveraging the Quest Management System and by embracing innovative technologies, such as automation and artificial intelligence (AI).

Our growth strategy is focused on our primary customer channels – physicians, hospitals, patients and consumers – supported by Advanced Diagnostics™ (defined below), strategic acquisitions, and continuous quality improvement.

Physicians

We serve approximately half the physicians in the United States each year.

We serve virtually all types of physicians from primary care physicians and internists to specialists, including rheumatologists, cardiologists, neurologists, and obstetricians/gynecologists.

We also serve physicians associated with accountable care organizations (“ACOs”), and Federally Qualified Health Centers (“FQHCs”).

Physicians determine which laboratory to recommend or use based on a variety of factors, but we believe that we provide the most attractive service offering in the industry, including the most comprehensive test menu, innovative test offerings, a positive customer experience, a staff including medical and scientific experts, high quality, leading access and distribution, and data-powered integrated information-technology solutions.

Hospitals

We serve approximately half the hospitals in the United States each year in many ways, including:

- *Serving as a hospital lab’s laboratory.* In 2023, we generated over $1 billion in revenue from “reference testing,” where we perform testing that hospitals do not perform in their own in-hospital labs.

- *Helping hospitals operate their labs more efficiently.* In 2023, our Professional Laboratory Services offering generated approximately $780 million in revenues and management fees supporting hospitals in the operation of their own labs.

Our key Professional Laboratory Services offerings include lab management outsourcing, test menu optimization and spend consolidation, supply chain management and providing, advanced data solutions.

- *Acquiring outreach lab operations from hospitals.* Quest looks for opportunities to acquire assets of outreach lab operations from hospitals whose in-house labs have expanded from supporting in-patients to supporting out-patients and ambulatory patients who see physicians affiliated with the hospital.

We also have joint venture arrangements with leading hospitals and health systems.

These joint venture arrangements, which provide diagnostic information services for affiliated hospitals as well as for unaffiliated clinicians and other local healthcare providers, serve as our principal facilities in their service areas.

Typically, we have either a majority ownership interest in, or day-to-day management responsibilities for, our joint venture relationships.

Patients and Consumers

Patients increasingly expect their healthcare experiences to be consumer-centric, which includes being more transparent,

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

accessible and convenient.

Most patients have a choice when selecting a diagnostic testing provider, and our goal is to provide leading services in conveniently located patient service centers that can provide a comprehensive suite of testing services.

Quest Diagnostics Incorporated is the world's leading provider of diagnostic information services.

We play a crucial role in the healthcare ecosystem, empowering people to take action to improve health outcomes.

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

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

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

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

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

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.

Our approach to fighting the COVID-19 pandemic was rooted in our vision of empowering better health through diagnostic insights.

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

We have a two-point business strategy, reviewed by our Board of Directors, to achieve our vision and our goals.

Accelerate Growth

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

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

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

| Services Portfolio (Table 1) | | | | | | | | | | | |

| Activity | | | Key Characteristics | | | At A Glance | | | Quest Value Proposition | | |

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

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

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

| | | |

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

| We have identified the following five approaches to accelerate growth. | | |

| Approaches to Accelerate Growth (Table 2) | | |

| 1. Delivering annual revenue growth of more than 2% through accretive, strategic acquisitions | | |

| *Plus organic growth through:* | | |

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

| 3. Increasing share with IDNs | | |

| 5. Building consumer-initiated testing | | |

*1.

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

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

Our approach to acquisitions, and the key acquisitions we consummated during 2022, are discussed below under the heading Deliver disciplined capital deployment*.*

*2.

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

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.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the approximately [removed: 116] [added: 112] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $15.4] [added: $15.7] billion, based on the closing price on such date of the registrant's Common Stock on the New York Stock Exchange.

As of [removed: January 31, 2023,] [added: February 1, 2024,] there were outstanding [removed: 111,323,003] [added: 110,707,293] shares of the registrant’s common stock, $.01 par value.

| Portions of the registrant's Proxy Statement to be filed by April [removed: 30, 2023] [added: 29, 2024] | | | Part III | | |

| Item 1. | | | [removed: [Business](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_13)] [added: [Business](#iea2aa61632514669aeb8dead5a8c03c1_13)] | | | [removed: [2](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_13)] [added: [1](#iea2aa61632514669aeb8dead5a8c03c1_13)] | | |

| | | | [Our [removed: Strategy](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_19)] [added: Strategy](#iea2aa61632514669aeb8dead5a8c03c1_19)] | | | [removed: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_19)] [added: [2](#iea2aa61632514669aeb8dead5a8c03c1_19)] | | |

| | | | [Our [removed: Strengths](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_22)] [added: Strengths](#iea2aa61632514669aeb8dead5a8c03c1_22)] | | | [removed: [8](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_22)] [added: [4](#iea2aa61632514669aeb8dead5a8c03c1_22)] | | |

| | | | [Business [removed: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_25)] [added: Operations](#iea2aa61632514669aeb8dead5a8c03c1_25)] | | | [removed: [12](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_25)] [added: [8](#iea2aa61632514669aeb8dead5a8c03c1_25)] | | |

| | | | [The Clinical Testing [removed: Industry](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_28)] [added: Industry](#iea2aa61632514669aeb8dead5a8c03c1_28)] | | | [removed: [14](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_28)] [added: [10](#iea2aa61632514669aeb8dead5a8c03c1_28)] | | |

| | | | [Available [removed: Information](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_37)] [added: Information](#iea2aa61632514669aeb8dead5a8c03c1_37)] | | | [removed: [29](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_37)] [added: [25](#iea2aa61632514669aeb8dead5a8c03c1_37)] | | |

| | | | [Information about Our Executive [removed: Officers](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_40)] [added: Officers](#iea2aa61632514669aeb8dead5a8c03c1_40)] | | | [removed: [30](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_40)] [added: [2](#iea2aa61632514669aeb8dead5a8c03c1_40)[6](#iea2aa61632514669aeb8dead5a8c03c1_40)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_43)] [added: Factors](#iea2aa61632514669aeb8dead5a8c03c1_43)] | | | [removed: [32](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_43)] [added: [28](#iea2aa61632514669aeb8dead5a8c03c1_43)] | | |

| | | | [Cautionary Factors That May Affect Future [removed: Results](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58)] [added: Results](#iea2aa61632514669aeb8dead5a8c03c1_58)] | | | [removed: [42](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_58)] [added: [38](#iea2aa61632514669aeb8dead5a8c03c1_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_61)] [added: Comments](#iea2aa61632514669aeb8dead5a8c03c1_61)] | | | [removed: [43](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_61)] [added: [40](#iea2aa61632514669aeb8dead5a8c03c1_61)] | | |

| Item 2. | | | [removed: [Properties](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_64)] [added: [Properties](#iea2aa61632514669aeb8dead5a8c03c1_64)] | | | [removed: [43](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_64)] [added: [42](#iea2aa61632514669aeb8dead5a8c03c1_64)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_67)] [added: Proceedings](#iea2aa61632514669aeb8dead5a8c03c1_67)] | | | [removed: [44](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_67)] [added: [42](#iea2aa61632514669aeb8dead5a8c03c1_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_70)] [added: Disclosures](#iea2aa61632514669aeb8dead5a8c03c1_70)] | | | [removed: [44](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_70)] [added: [42](#iea2aa61632514669aeb8dead5a8c03c1_70)] | | |

| Item 5. | | | [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_76)] [added: Securities](#iea2aa61632514669aeb8dead5a8c03c1_76)] | | | [removed: [45](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_76)] [added: [43](#iea2aa61632514669aeb8dead5a8c03c1_76)] | | |

| Item 6. | | | [removed: [Reserved](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_79)] [added: [Reserved](#iea2aa61632514669aeb8dead5a8c03c1_79)] | | | [removed: [46](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_79)] [added: [44](#iea2aa61632514669aeb8dead5a8c03c1_79)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_82)] [added: Operations](#iea2aa61632514669aeb8dead5a8c03c1_82)] | | | [removed: [46](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_82)] [added: [44](#iea2aa61632514669aeb8dead5a8c03c1_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_85)] [added: Risk](#iea2aa61632514669aeb8dead5a8c03c1_85)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_85)] [added: [45](#iea2aa61632514669aeb8dead5a8c03c1_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_88)] [added: Data](#iea2aa61632514669aeb8dead5a8c03c1_88)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_88)] [added: [45](#iea2aa61632514669aeb8dead5a8c03c1_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_91)] [added: Disclosure](#iea2aa61632514669aeb8dead5a8c03c1_91)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_91)] [added: [45](#iea2aa61632514669aeb8dead5a8c03c1_91)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_94)] [added: Procedures](#iea2aa61632514669aeb8dead5a8c03c1_94)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_94)] [added: [45](#iea2aa61632514669aeb8dead5a8c03c1_94)] | | |

| Item 9B. | | | [Other [removed: Information](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_97)] [added: Information](#iea2aa61632514669aeb8dead5a8c03c1_97)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_97)] [added: [45](#iea2aa61632514669aeb8dead5a8c03c1_97)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_100)] [added: Inspections](#iea2aa61632514669aeb8dead5a8c03c1_100)] | | | [removed: [47](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_100)] [added: [46](#iea2aa61632514669aeb8dead5a8c03c1_100)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_106)] [added: Governance](#iea2aa61632514669aeb8dead5a8c03c1_106)] | | | [removed: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_106)] [added: [47](#iea2aa61632514669aeb8dead5a8c03c1_106)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_109)] [added: Compensation](#iea2aa61632514669aeb8dead5a8c03c1_109)] | | | [removed: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_109)] [added: [47](#iea2aa61632514669aeb8dead5a8c03c1_109)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' [removed: Matters](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_112)] [added: Matters](#iea2aa61632514669aeb8dead5a8c03c1_112)] | | | [removed: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_112)] [added: [47](#iea2aa61632514669aeb8dead5a8c03c1_112)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_115)] [added: Independence](#iea2aa61632514669aeb8dead5a8c03c1_115)] | | | [removed: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_115)] [added: [47](#iea2aa61632514669aeb8dead5a8c03c1_115)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_118)] [added: Services](#iea2aa61632514669aeb8dead5a8c03c1_118)] | | | [removed: [48](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_118)] [added: [47](#iea2aa61632514669aeb8dead5a8c03c1_118)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_124)] [added: Schedules](#iea2aa61632514669aeb8dead5a8c03c1_124)] | | | [removed: [49](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_124)] [added: [48](#iea2aa61632514669aeb8dead5a8c03c1_124)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_127)] [added: Summary](#iea2aa61632514669aeb8dead5a8c03c1_127)] | | | [removed: [55](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_127)] [added: [54](#iea2aa61632514669aeb8dead5a8c03c1_127)] | | |

| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133)] [added: Operations](#iea2aa61632514669aeb8dead5a8c03c1_133)] | | | | | | [removed: [58](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_133)] [added: [57](#iea2aa61632514669aeb8dead5a8c03c1_133)] | | |

| [Report of Management on Internal Control Over Financial [removed: Reporting](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148)] [added: Reporting](#iea2aa61632514669aeb8dead5a8c03c1_148)] | | | | | | [removed: [74](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148)] [added: [73](#iea2aa61632514669aeb8dead5a8c03c1_148)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] [added: Firm](#iea2aa61632514669aeb8dead5a8c03c1_151)] | | | | | | F- [removed: [1](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] [added: [1](#iea2aa61632514669aeb8dead5a8c03c1_151)] | | |

| [Consolidated Financial Statements and Related [removed: Notes](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_154)] [added: Notes](#iea2aa61632514669aeb8dead5a8c03c1_154)] | | | | | | F- [removed: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_154)] [added: [3](#iea2aa61632514669aeb8dead5a8c03c1_154)] | | |

| | | | [Introduction](#iea2aa61632514669aeb8dead5a8c03c1_16) | | | [1](#iea2aa61632514669aeb8dead5a8c03c1_16) | | |

| | | | [General](#iea2aa61632514669aeb8dead5a8c03c1_31) | | | [18](#iea2aa61632514669aeb8dead5a8c03c1_31) | | |

| | | | [Regulation](#iea2aa61632514669aeb8dead5a8c03c1_34) | | | [23](#iea2aa61632514669aeb8dead5a8c03c1_34) | | |

| Item 1C. | | | [Cybersecurity](#iea2aa61632514669aeb8dead5a8c03c1_1952) | | | [40](#iea2aa61632514669aeb8dead5a8c03c1_61) | | |

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

| | | | | | | | | |

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

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

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

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

The discussion in Item 1 below includes several defined terms:

ACO - Accountable Care Organization

CAP - The College of American Pathologists

CDC - Centers for Disease Controls and Prevention

CLIA - Clinical Laboratory Improvement Act

CMS - Centers for Medicare and Medicaid Services

FDA - U.S. Food and Drug Administration

FQHC - Federally Qualified Health Center

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

IDN - Independent Delivery Network (including hospitals and hospital health systems)

IPA - Independent Physician Association

LDT - Laboratory-Developed Test

PAMA - The Protecting Access to Medicare Act of 2014

The discussion also includes several tables, indexed in the following guide.

| Guide to Tables | | | | | | | | |

| Services Portfolio | | | Table 1 | | | | | |

| Approaches to Accelerate Growth | | | Table 2 | | | | | |

| Key Professional Laboratory Services Offerings | | | Table 3 | | | | | |

| Consumer-Centric Initiatives | | | Table 4 | | | | | |

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

| Major Themes to Drive Operational Excellence | | | Table 6 | | | | | |

| Our Strengths | | | Table 7 | | | | | |

| Assets and Capabilities | | | Table 8 | | | | | |

| Clinical Franchises | | | Table 9 | | | | | |

| 2022 Net Revenues | | | Table 10 | | | | | |

| Key Trends | | | Table 11 | | | | | |

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

| Customers | | | Table 13 | | | | | |

| Potential Factors Considered When Selecting a Diagnostics Information Services Provider | | | Table 14 | | | | | |

| 2022 Medicare and Medicaid Revenues as % of Consolidated Net Revenues | | | Table 15 | | | | | |

| Key Regulatory Schemes | | | Table 16 | | | | | |

| Information Available at Our Corporate Governance Webpage | | | Table 17 | | | | | |

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

| Executive Officers | | | Table 19 | | | | | |

Risk Management and Strategy

The strength and resilience of our cybersecurity and data privacy programs are critical in maintaining the trust of our patients, customers, employees, shareholders, and other stakeholders.

Securing our business information, customer, patient and employee data and IT systems is an important part of our overall risk management framework.

We rely on IT systems, some of which are dependent on services provided by third parties, to provide data and other services, including diagnostic information services for patients, clinicians and healthcare organizations, clinical testing, test ordering and reporting, billing, customer service, logistics, commercial and operational data, human resources management, legal, finance and tax compliance, and other information and processes necessary to operate and manage our business.

We maintain comprehensive cybersecurity and data privacy programs that are designed to be aligned to best practice frameworks and applicable laws and regulations, as well as our contractual obligations.

These enterprise-wide programs are designed to secure our facilities, information systems and safeguard data throughout its lifecycle, including data provided to third parties performing services on our behalf.

Our cybersecurity program incorporates standards, processes, and activities over a number of domains, including governance, access controls, facility and data protection, IT systems and data transmission security, threat intelligence and incident response, third-party risk management, disaster recovery and vulnerability management.

Our cybersecurity risk management program monitors our systems and networks for threats, breaches, intrusions and other vulnerabilities; assesses the security of our company-wide software, applications and systems; conducts security audits and threat assessments; responds to cybersecurity incidents; and facilitates training for our employees.

Our program includes procedures to identify cybersecurity risks and threats of our suppliers and third-party outsourcing providers with whom we interface, or who store, process, host or transmit confidential patient and employee data or other confidential information.

Our Strategic Threat and Intelligence Center manages our threat landscape and uses a variety of security technology and threat intelligence tools designed to detect, prevent, block, analyze, and respond to cybersecurity threats.

We collaborate with government agencies regarding potential cybersecurity threats and work with consultants and other third-party advisors to conduct security assessments and independent audits of the security and resilience of our systems and networks.

At least annually, we review and test our program to simulate emergent threats and scenarios that could arise from potential cybersecurity attacks and data breaches.

Our cybersecurity program is based on multiple security frameworks, including the National Institute of Standards and Technology’s NIST 800 Special Publication Information Security standard, MITRE

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

ATT&CK Framework, the Payment Card Industry Data Security Standard, the System and Organization Controls for Service Organizations 2 (SOC 2), and ISO 9001:2015 and ISO 15189.

We have integrated cybersecurity risk management into our overall risk management infrastructure through our enterprise risk management program.

The enterprise risk management program, which is driven by our executive leadership, entails a formal process that identifies, assesses, mitigates and manages the risks from both internal and external conditions that could significantly impact the Company and influence our business strategy and performance.

Although no cybersecurity incident during the year ended December 31, 2023 resulted in an interruption of our operations, known losses of critical data or otherwise had a material impact on our strategy, financial condition or results of operations, the scope of any future incident cannot be predicted.

See “Item 1A.

Risk Factors” for more information.

Governance

The Company’s Chief Information Security Officer (CISO), in coordination with the Company’s Chief Litigation Officer, Executive Director, Privacy Officer, Corporate Controller/Chief Accounting Officer and other internal stakeholders, is responsible for leading the team responsible for assessing, identifying and managing cybersecurity and data privacy risks, including implementation of our cybersecurity risk management program.

The CISO has extensive experience working in the IT and services industry and is a subject matter expert in varied topics including cybersecurity, data integrity, IT risk, enterprise architecture, third-party risk, threat intelligence, incident response, and regulatory compliance.

Management committees consisting of senior officers of the Company regularly receive briefings on cybersecurity matters, who in turn regularly report to the Board of Directors and its committees on such matters.

The Board of Directors and its committees play an active role in overseeing our key enterprise level risks.

Our Board, which annually reviews our enterprise risk management program, has delegated primary responsibility for overseeing the enterprise risk management program to the Audit and Finance Committee.

The Board has delegated primary oversight of cybersecurity, a key enterprise risk, to the Cybersecurity Committee.

The Board’s Quality and Compliance Committee oversees and receives regular updates on data privacy, another key enterprise risk.

The Audit and Finance Committee is responsible for reviewing our policies with respect to risk assessment and risk management, as well as our insurance programs, including regarding cybersecurity.

Our internal audit team reports to the Audit and Finance Committee on summaries of findings from completed internal audits of, among other matters, our IT security systems and processes, including network security and data protection.

The Audit and Finance Committee regularly reports to the Board on its activities.

The Cybersecurity Committee is responsible for the general oversight of our cybersecurity policies, plans, program and practices and risks related to cybersecurity and data security.

The Cybersecurity Committee reviews the adequacy and effectiveness of our cybersecurity program and regularly receives reports from management on cybersecurity matters.

It also reviews our management of risks and compliance with legal and regulatory requirements and industry standards related to our IT security systems and processes, including network security and data protection.

The Cybersecurity Committee regularly reports on its activities to the Board to promote effective coordination and to ensure the entire Board remains apprised of the effectiveness of our cybersecurity risk management and our cybersecurity risk landscape, and also assesses how management is managing these risks.

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

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

United States.

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

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of February 1, [removed: 2023,] [added: 2024,] we had approximately [removed: 2,225] [added: 2,110] 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: 2022.][added: 2023.]

(A)In February [removed: 2022,] [added: 2023,] our Board of Directors increased the size of our share repurchase program by $1 billion.

As of December 31, [removed: 2022, $0.3] [added: 2023, $1.0] billion remained available under our share repurchase authorization.

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

Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2017] [added: 2018] 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: ]

| 12/31/2019 | | | | | | $ | 106.79 | | | | | 31.15 | | % | | | | 31.49 | | % | | | | 20.82 | | % | | | | $ | [removed: 113.00] [added: 131.15] | | | | | $ | [removed: 125.72] [added: 131.49] | | | | | $ | [removed: 128.64] [added: 120.82] | |

| 12/31/2020 | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | [removed: 128.86] [added: 149.56] | | | | | $ | [removed: 148.85] [added: 155.68] | | | | | $ | [removed: 145.93] [added: 137.07] | |

| 12/31/2021 | | | | | | $ | 173.01 | | | | | 47.86 | | % | | | | 28.71 | | % | | | | 26.13 | | % | | | | $ | [removed: 190.52] [added: 221.13] | | | | | $ | [removed: 191.58] [added: 200.37] | | | | | $ | [removed: 184.07] [added: 172.89] | |

| 12/30/2022 | | | | | | $ | 156.44 | | | | | (7.79) | | % | | | | (18.13) | | % | | | | (1.95) | | % | | | | $ | [removed: 175.68] [added: 203.90] | | | | | $ | [removed: 156.85] [added: 164.04] | | | | | $ | [removed: 180.47] [added: 169.52] | |

| October 1, 2023 – October 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | | | |

| November 1, 2023 – November 30, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 1,282,448 | | | | | | $ | 134.54 | | | | | 1,282,448 | | | | | | $ | 1,138,363 | | | | | | | |

| Employee Transactions (B) | | | | | | 428 | | | | | | $ | 134.69 | | | | | N/A | | | | | | N/A | | | | | | | | |

| December 1, 2023 – December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share Repurchase Program (A) | | | | | | 748,913 | | | | | | $ | 138.35 | | | | | 748,913 | | | | | | $ | 1,035,913 | | | | | | | |

| Share Repurchase Program (A) | | | | | | 2,031,361 | | | | | | $ | 135.95 | | | | | 2,031,361 | | | | | | $ | 1,035,913 | | | | | | | |

| Employee Transactions (B) | | | | | | 428 | | | | | | $ | 134.69 | | | | | N/A | | | | | | N/A | | | | | | | | |

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

| 12/29/2023 | | | | | | $ | 137.88 | | | | | (10.05) | | % | | | | 26.29 | | % | | | | 2.06 | | % | | | | $ | 183.41 | | | | | $ | 207.16 | | | | | $ | 173.00 | |

| 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 | | | | | | | |

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

| 12/31/2018 | | | | | | $ | 83.27 | | | | | (13.84) | | % | | | | (4.38) | | % | | | | 6.47 | | % | | | | $ | 86.16 | | | | | $ | 95.62 | | | | | $ | 106.47 | |

| See page [removed: [74](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_148).] [added: [73](#iea2aa61632514669aeb8dead5a8c03c1_148).] | | |

During the fourth quarter of [removed: 2022,] [added: 2023,] 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.

(b) Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by Our Directors and Officers

Our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified the Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K) set forth in the table below.

No non-Rule 10b5-1 trading arrangements were adopted, modified or terminated by any director or officer during the period covered by this report.

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

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

| Name | | | Title | | | Type of Trading Arrangement | | | Security | | | Action | | | Date of Action | | | Duration of Trading Arrangement | | | Aggregate Number of Securities Covered | | |

| Karthikeyan Kuppusamy | | | SVP, Clinical Solutions | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | November 16, 2023 | | | November 16, 2023 to November 13, 2024* | | | Up to 1,760* | | |

| Catherine Doherty | | | SVP, Regional Businesses | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | August 29, 2023 | | | August 29, 2023 to August 9, 2024* | | | Up to 8,723* | | |

* Includes shares of common stock to be released from (a) stock options and/or restricted stock units that are expected to vest and/or (b) performance share awards that may vest, subject to the satisfaction of the applicable performance metrics.

The actual number of shares of common stock that will be released is not yet determinable and the actual number of shares of common stock that will be sold will be net of the number of shares withheld to satisfy employee tax withholding obligations.

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

During February 2023, the Company announced that its Board of Directors increased the Company's share repurchase authorization by $1 billion.

The increased authority is in addition to the $0.3 billion that was available as of December 31, 2022 under the Company's share repurchase program.

[Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)

Information regarding the Company's executive officers is contained in Part I, Item 1 of this Report under “Information about our Executive Officers.” Information regarding the directors and executive officers of the Company appearing in our Proxy Statement to be filed by April [removed: 30, 2023] [added: 29, 2024] (“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: “2022] [added: “2023] Director Compensation Table,” “Compensation Discussion and Analysis,” “Information Regarding Executive Compensation” (excluding the information under the subheading "Pay Versus Performance") and “Compensation Committee Report” is incorporated by reference herein.

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| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151) 238[)](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] [added: ID](#iea2aa61632514669aeb8dead5a8c03c1_151) 238[)](#iea2aa61632514669aeb8dead5a8c03c1_151)] | | | F- [removed: [1](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_151)] [added: [1](#iea2aa61632514669aeb8dead5a8c03c1_151)] | | |

| [Consolidated Balance [removed: Sheets](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_157)] [added: Sheets](#iea2aa61632514669aeb8dead5a8c03c1_157)] | | | F- [removed: [3](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_157)] [added: [3](#iea2aa61632514669aeb8dead5a8c03c1_157)] | | |

| [Consolidated Statements of [removed: Operations](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_160)] [added: Operations](#iea2aa61632514669aeb8dead5a8c03c1_160)] | | | F- [removed: [4](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_160)] [added: [4](#iea2aa61632514669aeb8dead5a8c03c1_160)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_163)] [added: Income](#iea2aa61632514669aeb8dead5a8c03c1_163)] | | | F- [removed: [5](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_163)] [added: [5](#iea2aa61632514669aeb8dead5a8c03c1_163)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_166)] [added: Flows](#iea2aa61632514669aeb8dead5a8c03c1_166)] | | | F- [removed: [6](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_166)] [added: [6](#iea2aa61632514669aeb8dead5a8c03c1_166)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_169)] [added: Equity](#iea2aa61632514669aeb8dead5a8c03c1_169)] | | | F- [removed: [7](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_169)] [added: [7](#iea2aa61632514669aeb8dead5a8c03c1_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_172)] [added: Statements](#iea2aa61632514669aeb8dead5a8c03c1_172)] | | | F- [removed: [8](#ie970e5750d9e4558bbcb5cb0dc8ea0a5_172)] [added: [8](#iea2aa61632514669aeb8dead5a8c03c1_172)] | | |

| [removed: 4.10] [added: 4.11] | | | [Indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference) (Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787101500290/ex4-3_062801.txt) | | | | | |

| [removed: 4.11] [added: 4.12] | | | [First Supplemental Indenture, dated as of June 27, 2001, among the Company, the 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) | | | | | |

| [removed: 4.12] [added: 4.13] | | | [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) | | | | | |

| [removed: 4.13] [added: 4.14] | | | [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) | | | | | |

| [removed: 4.14] [added: 4.15] | | | [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 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 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011703001797/ex10-1.txt) | | | | | |

| [removed: 4.15] [added: 4.16] | | | [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 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) | | | | | |

| [removed: 4.16] [added: 4.17] | | | [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) | | | | | |

| [removed: 4.17] [added: 4.18] | | | [Seventh Supplemental Indenture dated as of November 21, 2005, 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: 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) | | | | | |

| [removed: 4.18] [added: 4.19] | | | [Eighth Supplemental Indenture dated as of July 31, 2006, 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: 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) | | | | | |

| [removed: 4.19] [added: 4.20] | | | [Ninth Supplemental Indenture dated as of September 30, 2006, 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: 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) | | | | | |

| [removed: 4.20] [added: 4.21] | | | [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) | | | | | |

| [removed: 4.21] [added: 4.22] | | | [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) | | | | | |

| [removed: 4.22] [added: 4.23] | | | [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) | | | | | |

| [removed: 4.23] [added: 4.24] | | | [Thirteenth Supplemental Indenture dated as of November 17, 2009, among the Company, The Bank of New 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) | | | | | |

| [removed: 4.24] [added: 4.25] | | | [Fourteenth Supplemental Indenture dated as of March 24, 2011, among the Company, The Bank of New 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) | | | | | |

| [removed: 4.25] [added: 4.26] | | | [Fifteenth Supplemental Indenture dated as of November 30, 2011, among the Company, The Bank of New York Mellon, and the 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) | | | | | |

| [removed: 4.26] [added: 4.27] | | | [Sixteenth Supplemental Indenture dated as of March 17, 2014, 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 12, 2014) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm) | | | | | |

| [removed: 4.27] [added: 4.28] | | | [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) | | | | | |

| [removed: 4.28] [added: 4.29] | | | [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) | | | | | |

| [removed: 4.29] [added: 4.30] | | | [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) | | | | | |

| [removed: 4.30] [added: 4.31] | | | [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) | | | | | |

| [removed: 4.31] [added: 4.32] | | | [Twenty-First Supplemental Indenture dated as of May 13, 2020, 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 11, 2020) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000458/ss173511_ex0402.htm) | | | | | |

| [removed: 4.32*] [added: 22*] | | | [removed: [Description] [added: [Subsidiary Guarantors] of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex432.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex22.htm)] | | | | | |

| 10.1‡ | | | [Amended and Restated Employee Stock Purchase Plan, as amended, effective [removed: February 18, 2019] [added: as of May 16, 2023] (filed as an Exhibit to the [removed: Company's] [added: Company’s] quarterly report on Form 10-Q for the quarter ended [removed: March 31, 2019] [added: June 30, 2023] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000118/dgx03312019ex101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000136/dgx06302023ex102.htm)] | | | | | |

| 10.2‡ | | | [Amended and Restated Quest Diagnostics Incorporated Employee Long-Term Incentive Plan as amended [removed: May 14, 2019] [added: March 31, 2023] (filed as an Exhibit to the [removed: Company's] [added: Company’s] quarterly report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2023] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207919000166/dgx063019ex101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000136/dgx06302023ex101.htm)] | | | | | |

| 10.3‡ | | | [removed: [Form] [added: [Quest Diagnostics Incorporated Form] of [added: 2021] Equity Award Agreement [removed: dated as of February ___, 2021] (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207921000070/dgx03312021ex101.htm) | | | | | |

| [removed: 10.5‡*] [added: 10.5‡] | | | [Amendment No. 1 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post 2004) (as amended and restated December 1, 2020), dated as of November 29, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex105.htm)] [added: 2022 (filed as an Exhibit to the Company’s 2022 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex105.htm)] | | | | | |

| [removed: 10.9‡] [added: 99.9] | | | [removed: [The Quest Diagnostics Incorporated Profit Sharing Plan (Amendment] [added: [Amendment No. 5 to Sixth Amended] and [removed: Restatement, effective] [added: Restated Credit and Security Agreement, dated] as of August [removed: 15, 2021)] [added: 13, 2021] (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter [removed: ending] [added: ended] September 30, 2021 and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex101.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000144/dgx09302021ex991.htm)] | | | | | |

| [removed: 10.10‡*] [added: 10.9‡*] | | | [removed: [Amendment No. 1 To the] [added: [The] Quest Diagnostics Profit Sharing Plan [removed: (as amended] [added: (Amendment] and [removed: restated] [added: Restatement,] effective [removed: August 15, 2021) dated] as [removed: of December 5, 2022.](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex1010.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm) [September](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm) [1](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm)[4](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm)[3](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm)[)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex109.htm)] | | | | | |

| [removed: 10.11‡] [added: 10.10‡] | | | [Quest Diagnostics Incorporated Amended and Restated Deferred Compensation Plan For Directors as amended effective February 18, 2020 (filed as an Exhibit to the Company’s 2019 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207920000017/dgx12312019ex1012.htm) | | | | | |

| [removed: 10.12‡] [added: 10.11‡] | | | [Amended and Restated Quest Diagnostics Incorporated Long-Term Incentive Plan for Non-Employee [removed: Directors, as] [added: Directors (as] amended [removed: and restated as of] November 18, [removed: 2020](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm) [(filed] [added: 2020) (filed] as an Exhibit to the Company’s 2020 annual report on Form 10-K and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/0001022079/000102207921000029/dgx12312020ex1017.htm) | | | | | |

| [removed: 10.13‡] [added: 10.12‡] | | | [removed: [Form] [added: [Quest Diagnostics Incorporated Form] of Non-Employee Director Equity Award [removed: Agreement] [added: Certificate] (filed as an Exhibit to the [removed: Company's 2011] [added: Company’s 2015] annual report on Form 10-K and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041312000949/c68209_ex10-40.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207916000195/dgx12312015ex1015.htm)] | | | | | |

| [removed: 10.14‡] [added: 4.34] | | | [removed: [Form] [added: [Description] of [removed: Non-Employee Director Equity Award Agreement dated May 15, 2015] [added: Securities] (filed as an Exhibit to the [removed: Company’s 2015] [added: Company's 2022] annual report on Form 10-K and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207916000195/dgx12312015ex1015.htm)] [added: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex432.htm)] | | | | | |

2.

Financial Statement Schedules

None.

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| 4.10 | | | [Form of 6.400% Senior Note due 2033 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report October 30, 2023) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000172/dgx10302023ex11.htm) | | | | | |

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| 4.33 | | | [Twenty-Second Supplemental Indenture dated as of November 1, 2023, 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: October 30, 2023) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000172/dgx10302023ex42.htm) | | | | | |

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| 97.1* | | | [Quest Diagnostics Incorporated Dodd-Frank Clawback Policy, adopted November 13, 2023](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex971.htm) | | | | | |

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

| 10.20‡* | | | [Aircraft Time Sharing Agreement dated as of February 16, 2023 between Quest Diagnostics Incorporated and James E. Davis](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex1020.htm) | | | | | |

| 22* | | | [Subsidiary Guarantors of Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex22.htm) | | | | | |

| 99.10* | | | [Amendment No. 7 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 20, 2022](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9910.htm) | | | | | |

| 99.11 | | | [Amendment and Restatement Agreement, dated as of November 23, 2021, relating to the Second Amended and Restated Credit Agreement, dated as of March 22, 2018, among Quest Diagnostics Incorporated, as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and other agents party thereto and which includes, as Exhibit A, the Third Restated Credit Agreement (filed as an Exhibit to the Company's 2021 annual report on Form 10-k and incorporated herein by reference) (Commission File Number 001-12215](http://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex9910.htm)[)](http://www.sec.gov/Archives/edgar/data/1022079/000102207922000027/dgx12312021ex9910.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: 21, 2023.][added: 22, 2024.]

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

Prevoznik and [removed: William J.][added: Sean D.]

[removed: O'Shaughnessy, Jr.,] [added: Mersten,] and each of them singly, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 21, 2023.][added: 22, 2024.]

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

[removed: We use our extensive database] [added: Derived from one] of [added: the world's largest databases of de-identifiable] clinical lab [removed: results to derive] [added: results, our] diagnostic insights [removed: that] reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management.

We offer [removed: the broadest] [added: broad] access [removed: in the United States] to [removed: diagnostic information services] [added: clinical testing] through [removed: our] [added: a] nationwide network of laboratories, patient service [removed: centers and] [added: centers,] phlebotomists in physician [removed: offices] [added: offices,] and our connectivity resources, including call centers and mobile [removed: paramedics,] [added: phlebotomists,] nurses and other health and wellness professionals.

[removed: Our] [added: The] DIS business [removed: makes up] [added: for the years ended December 31, 2023 and 2022 accounted for] greater than 95% of our consolidated net revenues.

During [removed: 2022,] [added: 2023,] we processed approximately [removed: 208] [added: 206] million test requisitions through our extensive laboratory network.

[removed: The clinical] [added: Clinical] testing [removed: that we perform] is an essential element in the delivery of healthcare services.

[removed: Clinicians use clinical] [added: Clinical] testing [added: is used] for predisposition, screening, monitoring, diagnosis, prognosis and treatment choices of diseases and other medical [removed: conditions.][added: conditions.We primarily compete with three types of clinical testing providers: commercial clinical laboratories, hospital-affiliated laboratories and physician-office laboratories.]

Additionally, orders for clinical testing generated from [removed: clinician offices,] [added: customers, including physicians,] hospitals, [removed: employers] and [removed: consumers] [added: consumers,] can be affected by factors such as changes in the United States economy and regulatory environment, which affect the number of unemployed and uninsured, and design changes in healthcare plans, which affect utilization as well as patient responsibility for healthcare costs.

We assess our revenue performance for [removed: the] [added: our] DIS business based upon, among other factors, volume (measured by test requisitions) and revenue per requisition.

Each [added: test] requisition accompanies patient specimens, indicating the test(s) to be performed and the party to be billed for the test(s).

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

[removed: In our] [added: Our] Diagnostic Solutions ("DS") [removed: businesses,] [added: group,] which [removed: represent] [added: represents] the balance of our consolidated net revenues, [removed: we offer a variety of] [added: includes our risk assessment services business, which offers] solutions for [removed: life insurers] [added: insurers,] and [added: our] healthcare [removed: organizations] [added: information technology businesses, which offer solutions for healthcare providers] and [removed: clinicians.][added: payers.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | [removed: $9,883] [added: $9,252] | | | | | | [removed: $10,788] [added: $9,883] | | | | | | [removed: $9,437] [added: $10,788] | | |

| Base business revenues (a) | | | [removed: $8,429] [added: $9,029] | | | | | | [removed: $8,018] [added: $8,429] | | | | | | [removed: $6,714] [added: $8,018] | | |

| COVID-19 testing revenues | | | [removed: $1,454] [added: $223] | | | | | | [removed: $2,770] [added: $1,454] | | | | | | [removed: $2,723] [added: $2,770] | | |

| DIS revenues | | | [removed: $9,609] [added: $8,976] | | | | | | [removed: $10,494] [added: $9,609] | | | | | | [removed: $9,139] [added: $10,494] | | |

| Revenue per requisition change | | | [removed: (4.5)%] [added: (5.9)%] | | | | | | [removed: (1.6)%] [added: (4.5)%] | | | | | | [removed: 16.2%] [added: (1.6)%] | | |

| Requisition volume change | | | [removed: (4.5)%] [added: (0.6)%] | | | | | | [removed: 16.5%] [added: (4.5)%] | | | | | | [removed: 6.6%] [added: 16.5%] | | |

| Organic requisition volume change | | | [removed: (5.1)%] [added: (1.0)%] | | | | | | [removed: 13.6%] [added: (5.1)%] | | | | | | [removed: 4.5%] [added: 13.6%] | | |

| DS revenues | | | [removed: $274] [added: $276] | | | | | | [removed: $294] [added: $274] | | | | | | [removed: $298] [added: $294] | | |

| Operating income | | | [removed: $1,428] [added: $1,262] | | | | | | [removed: $2,381] [added: $1,428] | | | | | | [removed: $1,971] [added: $2,381] | | |

| Net income attributable to Quest Diagnostics | | | [removed: $946] [added: $854] | | | | | | [removed: $1,995] [added: $946] | | | | | | [removed: $1,431] [added: $1,995] | | |

| Diluted earnings per share | | | [removed: $7.97] [added: $7.49] | | | | | | [removed: $15.55] [added: $7.97] | | | | | | [removed: $10.47] [added: $15.55] | | |

| Net cash provided by operating activities | | | [removed: $1,718] [added: $1,272] | | | | | | [removed: $2,233] [added: $1,718] | | | | | | [removed: $2,005] [added: $2,233] | | |

| Capital expenditures | | | [removed: $404] [added: $408] | | | | | | [removed: $403] [added: $404] | | | | | | [removed: $418] [added: $403] | | |

The impact that the COVID-19 pandemic had on our DIS revenues, including requisition volume and revenue per [removed: requisition] [added: requisition,] are discussed further below under [removed: "Impact of COVID-19" and] "Results of Operations".

For further discussion of the year-over-year changes for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] see "Results of Operations" below.

[removed: On February 1, 2022, we completed the] [added: The] acquisition [removed: of Pack Health, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in] [added: was] an [removed: all cash] [added: all-cash] transaction for [removed: $123] [added: $392] million, net of [removed: $4] [added: $1] million [added: of] cash acquired, which consisted of cash consideration of [removed: $105] [added: $304] million and contingent consideration initially estimated at [removed: $18] [added: $88] million.

For the year ended December 31, [removed: 2022,] [added: 2023,] we incurred [removed: $88] [added: $43] million of pre-tax charges in connection with our Invigorate program and other restructuring activities, including [removed: $55] [added: $25] million of employee separation costs, with the remainder primarily consisting of [removed: systems conversion and] integration costs.

There are a number of key trends that we expect will continue to have a significant impact on the [added: growth and the nature of the] diagnostic information services business in the United States and on our business.

Healthcare market participants, including [added: health plans and] governments, are focusing on controlling costs, including potentially by reducing reimbursement for healthcare services, changing reimbursement for healthcare services (including but not limited to a shift from fee-for-service to capitation), changing medical coverage policies (*e.g*., healthcare benefits design), denying coverage for services, requiring preauthorization of laboratory testing, requiring co-pays, introducing laboratory spend management utilities and payment and patient care innovations such as ACOs and patient-centered medical homes.

In recent years, there has been an ongoing trend of rising patient responsibility [removed: (including attributable to payer denials)] which has resulted in an increase in our reserves for patient price concessions.

[removed: As previously mentioned, there] [added: There] could be a shift to capitation arrangements where we agree to a predetermined monthly reimbursement rate for each member enrolled in a restricted plan, generally regardless of the number or cost of services provided by us.

In both [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we derived approximately 3% of our consolidated net revenues from capitated payment arrangements.

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| /s/Luiz A. Diaz, Jr. Luiz A. Diaz, Jr. | | | | | | Director | | |

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Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time.

Our diagnostic information services ("DIS") business provides diagnostic insights from the results of our laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes.

In the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world.

We provide services to a broad range of customers within our primary customer channels - physicians (including those associated with accountable care organizations ("ACOs") and Federally Qualified Health Centers ("FQHCs")), hospitals, and patients and consumers.

Our other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories.

Our large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding our tests and test results, and help them best utilize our services to improve outcomes and enhance satisfaction.

In addition, we compete with many smaller regional and local commercial clinical laboratories, specialized advanced laboratories and providers of consumer-initiated testing.

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Acquisition of select assets of the laboratory services business of New York-Presbyterian

On April 17, 2023, we completed the acquisition of select assets of the laboratory services business of New York-Presbyterian, which serves providers and patients in New York, as well as the tri-state area and beyond, in an all cash transaction for $275 million.

For further details, see Note 6 to the audited consolidated financial statements.

Acquisition of Haystack Oncology, Inc.

On June 20, 2023, we acquired Haystack Oncology, Inc., an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions.

Under the contingent consideration obligation, the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon us receiving reimbursement coverage from the Centers for Medicare and Medicaid Services.

The acquired business is included in our DIS business.

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Senior Notes Offering

During November 2023, we completed a senior notes offering, consisting of $750 million aggregate principal amount of 6.40% senior notes due November 2033 (the "2033 Senior Notes").

We expect to use the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness, including our $300 million aggregate principal amount of 4.25% senior notes due April 2024.

For further details regarding our debt, see Note 14 to the audited consolidated financial statements.

We are engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement.

The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from the current inflationary environment, including labor and benefit cost increases and reimbursement pressures.

We are leveraging automation and artificial intelligence to improve productivity and also improve quality across our entire value chain, not just in the laboratory.

Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

The healthcare system in the United States continues to evolve and industry change is likely to be extensive.

Because diagnostic information services is an essential healthcare service, we believe that the industry will continue to grow over the long term.

These trends present both opportunities and risks.

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The diagnostic information services industry remains fragmented, is highly competitive and is subject to new competition.

Consolidation in the healthcare industry has continued at a rapid pace, including among our customer base.

Certain of our customers are seeking to diversify their service offerings and to partner with other providers to offer value-based care alternatives.

Consolidation is increasing pricing transparency, and may encourage internalization of clinical testing.

Recent and potentially on-going inflationary pressures have resulted in increases in the cost of our operations, including the costs of testing equipment, supplies and other goods and services 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 Invigorate program is designed to, among other things, partially offset these impacts.

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| /s/Stephen H. Rusckowski Stephen H. Rusckowski | | | | | | Chairman | | |

Quest Diagnostics empowers people to take action to improve health outcomes.

Our diagnostic information services business ("DIS") provides information and insights based on 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, consumers, and accountable care organizations ("ACOs").

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

We provide interpretive consultation with one of the largest medical and scientific staffs in the industry.

The United States clinical testing industry consists of two segments.

One segment includes hospital inpatient and outpatient testing.

The second segment includes testing of persons who are not hospital patients, including testing done in commercial clinical laboratories, physician-office laboratories and other locations, as well as hospital outreach (non-hospital patients) and consumer-initiated testing.

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

In addition, we offer healthcare organizations and clinicians robust information technology solutions.

2022 Highlights

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Impact of COVID-19

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

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 chain and, at this point, we have sufficient supplies to conduct our business.

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.

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

Two Point Strategy

Our two point strategy and our operating principles are described in detail in "*Item 1.

Business*".

We continued to execute our strategy and leverage our operating principles during 2022 as follows:

Acquisition of Pack Health, LLC ("Pack Health")

We are engaged in a multi-year program called Invigorate, which is designed to reduce our cost structure and improve our performance.

We currently aim annually to achieve savings and productivity improvements of approximately 3% of our costs, which we believe will help offset pressures from the current inflationary environment.

Invigorate has consisted of several flagship programs, with structured plans in each, to drive savings and improve performance across the customer value chain.

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; standardization; automation; optimization and selecting and retaining talent.

We believe that our efforts to standardize our information technology systems, equipment and data also foster our efforts to strengthen our foundation for growth and support the value creation initiatives of our clinical franchises by enhancing our operational flexibility, empowering and enhancing the customer experience, facilitating the delivery of actionable insights and bolstering our large data platform.

The healthcare system in the United States is evolving.

We expect that the evolution of the healthcare industry, including impacts of the COVID-19 pandemic, which include the increased adoption of telemedicine, will continue, and that industry change is likely to be extensive.

We believe that several of the trends, including increased focus on value, consolidation, price transparency and consumerization, are favorable to our business.

In addition, the trend of consolidating, converging and diversifying among our customers, payers and other healthcare industry participants has continued and may result in increased price transparency and bargaining power, and may encourage internalization of clinical testing.

We also believe that PAMA, among other factors, may be a further catalyst for consolidation as diagnostic information services providers realize lower Medicare reimbursement rates and large diagnostic information services providers may be able to increase their share of the overall diagnostic information services industry due to their large networks and lower cost structures.

For a discussion of the impact of the COVID-19 pandemic on our business, see "*Impact of COVID-19"* above.

estimates of capital expenditures and working capital.

For the year ended December 31, 2022, we performed a qualitative assessment for our DIS reporting unit.

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.