filings.toolsQuest Diagnostics (DGX) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A61 rewritten44 added15 removed269 unchanged
All filing items1,002 rewritten601 added219 removed2,309 unchanged
Summary
counted, not written
- Item 1A lists 25 risk factor headings: 2 new, 2 reworded and 21 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 601 added, 219 removed, 1,002 rewritten and 2,309 unchanged across 17 items that differ.
New Item 1A headings (2)
- Significant changes or developments in U.S. laws or policies, including changes in U.S. healthcare regulation, may have a material adverse effect on our business.
- Our approach to corporate responsibility may not satisfy all our stakeholders.
Removed Item 1A headings (1)
- Our approach to environmental, social and governance (ESG) matters may not satisfy all our stakeholders.
Reworded Item 1A headings (2)
- Failure to develop,
[removed: or]acquire licenses for, [added: introduce, or commercialize] new tests, technology and services could negatively impact our testing[removed: volume][added: volume, revenues] and[removed: revenues.][added: profitability.] - Hardware and software failures or delays in our IT systems, including failures resulting from our systems
[removed: conversions][added: conversions, services and support provided by third parties,] or otherwise, could disrupt our operations and cause the loss of confidential information, customers and business opportunities or otherwise adversely impact our business.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
61 rewritten, 44 added, 15 removed, 269 unchanged
| 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 [removed: Results” on page [38](#iea2aa61632514669aeb8dead5a8c03c1_58).] [added: Results.”] | | |
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Independent laboratories were overrepresented, and hospitals and physician office laboratories were underrepresented, making the first round of PAMA cuts too [removed: extreme and resulting in below market rates.][added: extreme.]
Congress reintroduced federal legislation in 2023 (the Saving Access to Laboratory Services Act), [removed: which, if enacted,] [added: which] would reform PAMA and create a true market-based CLFS.
[removed: In recent years, there] [added: There] has been a trend of hospitals acquiring physician practices, increasing the percentage of physician practices owned by hospitals.
Increased hospital ownership of physician practices may enhance clinician ties to hospital-affiliated [removed: laboratories and may strengthen] [added: laboratories, even encouraging or requiring the practices they own to refer testing to the hospital's laboratory, strengthening] their competitive [removed: position.][added: position further.]
Competitors may compete using advanced technology, including technology that enables more convenient or cost-effective [removed: testing.][added: testing (*e.g.*, technology enabled by AI).]
Digital [removed: pathology, still in an emerging state,] [added: pathology] is an example of this.
[removed: These initiatives] [added: Congress also periodically considers cost-saving initiatives, which] have included coinsurance for clinical testing services, co-payments for clinical testing and further laboratory physician fee schedule reductions.
The healthcare industry has experienced a trend of consolidation among health insurance plans, resulting in fewer but larger insurance plans with significant bargaining power to negotiate fee arrangements with [added: us and other] clinical testing providers.
The increased consolidation among health plans also has increased pricing transparency, insurer bargaining power and the potential [added: adverse impact of ceasing to be a contracted provider with an insurer.]
Some health plans also are reviewing test coding, evaluating coverage decisions, requiring additional documentation for claims [removed: payment and requiring preauthorization of certain testing.]
Failure to develop, [removed: or] acquire licenses for, [added: introduce, or commercialize] new tests, technology and services could negatively impact our testing [removed: volume] [added: volume, revenues] and [removed: revenues.][added: profitability.]
The diagnostic information services industry is faced with changing technology and [added: regulation and] new product introductions.
In addition, [removed: they] [added: our competitors or other companies] could introduce new tests, technologies or services that may result in a decrease in the demand for our services or cause us to reduce the prices of our services.
We may be unable to [removed: develop or] [added: develop,] introduce [added: or commercialize] new solutions or services.
We also may be unable to continue to negotiate acceptable licensing arrangements, and [added: licensing] arrangements that we do [removed: conclude] [added: enter into] may not yield commercially successful clinical tests.
If we are unable to license these testing methods at competitive rates, [added: commercialize newly licensed tests or technologies, or obtain appropriate coverage or reimbursement for such tests,] our research and development [added: and other] costs may increase as a result.
We may be sued under [removed: physician] [added: medical] liability or other liability [removed: law] [added: laws] for [added: alleged] acts or omissions by our pathologists, laboratory personnel and hospital employees who are under our supervision.
Our business is subject to or impacted by extensive and frequently changing laws and regulations in the United States (including at both the federal and state levels) and the other jurisdictions [removed: in which] [added: where] we engage in [removed: business.][added: business, including Canada and Europe.]
- [added: protection and] privacy of patient data and other personal information;
The FDA has regulatory responsibility over, among other areas, instruments, software, test [added: systems, collection] kits, reagents and other devices used by clinical laboratories to perform diagnostic testing in the United [removed: States A number of tests we develop internally are offered as LDTs.][added: States.]
[removed: As the FDA moves to regulate more] [added: The FDA's regulation of] clinical laboratory [removed: testing, its approach to regulation] [added: testing] is expected to impact industry practices and participants, new competitors may enter the industry, and competition may come in new forms.
[removed: If either the rule or] [added: The current FDA policy to remove enforcement discretion and/or new] legislation [removed: were] [added: is expected] to [removed: become law, it could] have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new ways, while creating new avenues of opportunity and competition regarding clinical laboratory testing.
Failure to accurately bill for our services, or to comply with applicable laws relating to [added: billing] government healthcare programs, could have a material adverse effect on our business.
The qui tam provisions of the federal False Claims Act and similar provisions in certain state false claims acts allow private individuals to bring lawsuits against healthcare [removed: companies] [added: companies, like us,] on behalf of government payers, private payers and/or patients alleging inappropriate billing practices.
Although we believe that we are in compliance, in all material respects, with applicable [added: billing-related] laws and regulations, there can be no assurance that a regulatory agency or tribunal would not reach a different conclusion.
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, supply, reimbursement and marketing of products and services; existing and emerging data privacy regulations affecting the processing and transfer of personal data; [removed: emerging] [added: new] regulations relating to the use of AI; and challenges based on differing [removed: languages] [added: languages, cultures] and [removed: cultures.][added: unfamiliar practices.]
We are involved in various legal proceedings arising in the ordinary course of business including, among other things, disputes as to intellectual property, professional liability and employee-related matters, as well as inquiries from governmental [removed: agencies] [added: authorities] and Medicare or Medicaid carriers.
These proceedings also may result in substantial monetary [removed: damages.][added: damages and reputational harm.]
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $4.7] [added: $6.2] billion of debt outstanding.
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 [removed: objectives.Our ability to make principal and interest payments will depend on our ability to generate cash in the future.][added: objectives.]
For example, digital pathology is [removed: an emerging] [added: a] technology that [added: we are currently deploying that] may change the practice of pathology and our role in it.
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 [added: security and] use practices.
Hardware and software failures or delays in our IT systems, including failures resulting from our systems [removed: conversions] [added: conversions, services and support provided by third parties,] or otherwise, could disrupt our operations and cause the loss of confidential information, customers and business opportunities or otherwise adversely impact our business.
These issues can also arise as a result of failures by third parties with whom we do [removed: business] [added: business, including manufacturers] and [added: developers of the hardware and software we use, and] over which we have limited control.
Any disruption or failure of our IT [removed: systems] [added: systems, including in connection with Project Nova,] could have a material impact on our ability to serve our customers and patients, including negatively affecting our reputation in the [removed: marketplace.][added: marketplace, or otherwise adversely impact our business.]
We are subject to laws and regulations regarding protecting the security and privacy of certain healthcare and personal information, including: (a) the federal Health Insurance Portability and Accountability Act and the regulations thereunder, which establish (i) a complex regulatory framework including requirements for safeguarding protected health information and (ii) comprehensive federal standards regarding the uses and disclosures of protected health information; (b) state laws (*e.g.*, California) and similar laws in other states; and (c) laws outside the United States, including the European Union's General Data Protection [removed: Regulation] [added: Regulation, Canada’s Personal Information Protection] and [added: Electronic Documents Act and provincial health privacy laws, and] similar laws in other jurisdictions.
Our approach to [removed: environmental, social and governance (ESG) matters] [added: corporate responsibility] may not satisfy all our stakeholders.
We regularly assess opportunities and risks related to [removed: environmental,] [added: corporate responsibility, which includes sustainability,] social and governance [removed: (ESG)] matters.
The regulatory environment related to reimbursement rates for clinical laboratory tests under Medicare are in flux and we also believe that health plans and consumers increasingly are focusing on driving better value in laboratory testing services.
We expect that the evolution of the healthcare industry will continue, and that industry change is likely to be extensive.
Hospitals and companies that directly or indirectly employ or manage physicians also present a competitive threat to our business.
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The three years of cuts exceeded the original 10-year savings projections.
Congress has delayed cuts five times (2021 - 2025) and delayed 2019 reporting six times (2020 - 2025).
Reimbursement rate reduction from 2026-28 is capped by PAMA at 15% annually.
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payment and requiring preauthorization of certain testing.
Claims of injury or other adverse events can result from the provision of our services.
Significant changes or developments in U.S. laws or policies, including changes in U.S. healthcare regulation, may have a material adverse effect on our business.
There is uncertainty surrounding potential changes to the regulatory environment in the United States, particularly as it relates to healthcare regulation and related programs, following the outcome of the U.S. Presidential election in November 2024, which may have a material adverse effect on our business.
For example, the incoming administration announced a planned advisory commission to reform federal government processes and reduce expenditures.
Pressures on and uncertainty surrounding the U.S. federal government’s budget, and potential changes in budgetary priorities, could adversely affect the funding for individual programs, including Medicare and other government programs upon which our business depends.
Additionally, changes in legislation and regulations (including those related to taxation, trade and importation), economic and monetary policies, geopolitical matters, among other potential impacts, could adversely impact the global economy and our
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operating results.
The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain.
- use of AI;
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We offer companion diagnostic testing services to pharmaceutical companies that are regulated by the FDA.
A number of tests we develop internally are offered as LDTs.
As of May 6, 2024, the FDA announced it was phasing out its general enforcement discretion approach so that LDTs manufactured by a laboratory will generally fall under the same enforcement approach as medical devices.
A number of advanced tests we develop internally are offered as LDTs.
Pursuant to the FDA’s decision to remove enforcement discretion with regard to most LDTs performed by high complexity CLIA-certified laboratories like ours, all new and significantly modified previously offered laboratory tests that do not benefit from continued enforcement discretion will have to comply with the FDCA over a four-year, five-stage process.
Compliance with the FDCA includes, among other things, new quality system regulations and premarket authorization.
One major area of the continued FDA enforcement discretion will apply to many tests that were offered for clinical use prior to May 6, 2024 and that do not afterwards undergo certain material modifications.
The removal of enforcement discretion for LDTs could result in a revitalization and passage of legislation or other Congressional action.
For more information, see above under the heading “Regulation".
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Our ability to make principal and interest payments will depend on our ability to generate cash in the future.
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For example, in February 2025, we committed to a multi-year project ("Project Nova") to modernize our "Order to Cash" business processes including related information technology infrastructure and underlying enabling technologies.
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Additionally, new technology that we deploy to automate processes, improve customer service, generate insights from lab and other data and stimulate innovation to improve operational efficiency, including the expanded use of AI, may further expose our IT systems to the risk of cyberattacks and may create the need for rapid modifications to our cybersecurity program.
Also, an increasing risk of civil unrest, political tensions, wars or other military conflicts may also impact the cybersecurity threat risk landscape.
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Additionally, many of the third-party service providers we rely on use generative AI for a variety of purposes, which increases the risk that our sensitive and proprietary data, and the data of our patients and customers, could be inadvertently or maliciously exposed.
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opportunity, and to integrate the new businesses, manage the costs related to any such integration and to retain key technical, professional or management personnel.
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.
In addition, hospitals that own physician practices may encourage or require the practices to refer testing to the hospital's laboratory.
PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in 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, 2025; reimbursement rate reduction from 2025-2027 is capped by PAMA at 15% annually.
Congress periodically considers cost-saving initiatives.
adverse impact of ceasing to be a contracted provider with an insurer.
Negligence in performing our services can lead to injury or other adverse events.
The FDA has claimed regulatory authority over all LDTs, but has stated that it exercised enforcement discretion with regard to most LDTs performed by high complexity CLIA-certified laboratories.
The FDA and HHS have expressed views regarding the regulation of LDTs.
Legislation introduced in Congress in 2022 and again in 2023 that would authorize the FDA to regulate LDTs has not become law.
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.
our systems.
The ability of our employees and consumers to access our facilities may be adversely impacted by the effects of extreme weather events and
An excerpt. Shown here: 40 of 61 rewritten, 40 of 44 added and all 15 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
1 rewritten, 1 added, 1 removed, 2 unchanged
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| See page [58](#iee835ac67d7447fda6a9f234ebacff12_139). | | |
| See page [57](#iea2aa61632514669aeb8dead5a8c03c1_133). | | |
Item 1. Business
139 rewritten, 69 added, 42 removed, 394 unchanged
The patients we serve annually comprise approximately one-third of the adult population of the United States, and over a three-year period, we serve approximately one-half of the adult population [removed: in] [added: of] the United States.
- Our [removed: Purpose] [added: Purpose, or why we exist,] is to work together to create a healthier world, one life at a time.
- Our [removed: Strategy to grow] [added: Strategy, or how we grow,] is to provide solutions that serve the evolving needs of our customers, based on our high quality, innovative, convenient and affordable services.
During [removed: 2023,] [added: 2024,] we generated net revenues of [removed: $9.3] [added: $9.9] billion.
Additional financial information concerning Quest Diagnostics for each of the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] is included in “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.
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- continuously improving our quality and efficiency by leveraging the Quest Management System and by embracing innovative technologies, such as automation and artificial intelligence [removed: (AI).][added: ("AI").]
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, [removed: a staff including] [added: deep] medical and scientific [removed: experts,] [added: expertise,] high quality, leading access and distribution, and data-powered integrated information-technology solutions.
We believe that the growing market challenges faced by 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 [removed: more effectively] as they consider [added: more effective ways to implement] their laboratory testing strategy and drive demand for our expertise and services.
- *Serving as a hospital lab’s laboratory.* In [removed: 2023,] [added: 2024,] 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 [removed: 2023,] [added: 2024,] our Professional Laboratory Services offering generated approximately [removed: $780] [added: $800] million in revenues and management fees supporting hospitals in the operation of their own labs.
- *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 [added: that may or may not be employed or otherwise] affiliated with the [removed: hospital.][added: hospitals.]
Patients increasingly expect their healthcare experiences to be consumer-centric, which includes being more transparent, [added: accessible and convenient.]
Many of our [removed: 2,000] [added: 2,400] patient service centers are located inside large retail stores or in convenient retail [removed: settings across the United States.][added: settings.]
[removed: For example, our "Schedule at Check In" capability encourages patients to make appointments, which allows] [added: These improvements allow] us to better manage demand and productivity and [removed: has] [added: have] reduced average wait times in the patient service centers.
We also [removed: now] provide mobile phlebotomy services in many parts of the United States so patients who prefer an in-home blood draw may access [added: our] services for a fee.
We are also [removed: building] [added: integrating] the patient payment process into the digital customer experience, which [removed: not only] improves the patient experience, [removed: but also] [added: provides greater pricing transparency,] helps our patient concession rate and reduces demands on phlebotomists.
[removed: In response to the growing consumer desire to be more directly involved in and have more control over their health outcomes, we provide our] [added: Our] QuestHealth.com platform [removed: to allow] [added: empowers] health-minded consumers to purchase testing directly from us without first having to [removed: make a doctor’s appointment.][added: visit their doctor.]
[removed: A] [added: We are enabling a] third-party physician [removed: reviews] [added: to review and place] test orders and [removed: is] [added: be] available to consult with the consumer via a teleconsult about their test results.
Our [removed: QuestHealthTM] [added: QuestHealth™] offering reflects our belief that by building on the foundation of our strong consumer focus we can capture [added: the] growing opportunities [removed: in] [added: presented by the growth of] consumer-initiated testing and demand for expanded access to basic healthcare services.
[added: Some non-routine tests are] Advanced [removed: Diagnostics™] [added: Diagnostics™, which] includes certain procedures in the areas of molecular diagnostics (including next-generation sequencing), oncology, neurology, companion diagnostics and non-invasive pre-natal and other germline genetic testing.
We [added: are a leading provider of Advanced Diagnostics™ and] provide an array of [removed: Advanced Diagnostics™] offerings across the spectrum, including in high growth areas such as Molecular Genomics and Oncology.
[removed: We] are also well positioned to take advantage of advances in next generation sequencing to grow our business in cancer and other disease state testing.
Circulating tumor DNA [removed: (ctDNA)] [added: ("ctDNA")] refers to [removed: tiny molecules of cancer] [added: DNA fragments] shed by a solid tumor, such as colorectal or breast cancer, into the blood stream.
We believe this acquisition [removed: positions] [added: strengthens our comprehensive oncology portfolio by positioning] us well to compete in the higher-growth clinical area of ctDNA solid-tumor MRD testing.
Consistent with that expectation, in [removed: February 2024,] [added: January 2025,] we announced that we increased our quarterly common stock cash dividend by approximately [removed: 5.6%,] [added: 6.7%,] from [removed: $0.71] [added: $0.75] per common share to [removed: $0.75] [added: $0.80] per common share.
This represents our [removed: 13th] [added: 14th] increase in the dividend since the beginning of 2012.
Since the beginning of 2012, we have returned approximately [removed: $7.5] [added: $7.7] billion to stockholders through repurchases of our common stock.
To help achieve our goal of becoming recognized as the undisputed quality leader in the diagnostics information services industry, we have implemented our Quality System Framework, which serves as a reference guide for our employees and describes our Quality System [removed: Elements, which] [added: Elements to] provide the structure for each laboratory to achieve and maintain quality processes.
Improving our operations [added: through standardization, optimization, digitization and automation] can yield many benefits, including improving our quality and competitiveness, strengthening our foundation for growth, [added: supporting our growth strategy,] and increasing employee [removed: engagement] [added: engagement, customer service] and shareholder value.
Our Invigorate program has consistently delivered 3% of annual cost savings and productivity improvements, [removed: year in and year out to] [added: which] partly offset pressures from the current inflationary environment, including labor and benefit cost increases, and reimbursement pressures.
We are leveraging automation and AI to improve [removed: productivity,] [added: productivity] and [removed: also] improve quality across our entire value chain, not just in the laboratory.
Our clinical franchises – Cardiometabolic, Endocrine, and [removed: Wellness (CMEW),] [added: Wellness,] Drug Monitoring and Toxicology, Infectious Diseases and Immunology, Molecular Genomics and Oncology, Neurology, and Women’s and Reproductive Health – enable us to [removed: perform] [added: operate] like a boutique laboratory while maintaining our scale advantages, and work with our research and development and commercial organizations to identify and deliver new and improved solutions.
| *Connectivity* | | | ● Provide healthcare connectivity solutions to [removed: >518,000] [added: approximately 650,000] clinician and hospital accounts and interface with [removed: >920] [added: over 1,000] electronic health records systems | | |
| *Data* | | | ● One of the [added: world's] largest [removed: private] databases of de-identifiable laboratory test results: [removed: >70] [added: >80] billion patient data points | | |
| *Logistics* | | | ● Strong logistics capabilities • make [removed: >73,000] [added: >83,000] stops daily • approximately [removed: 4,500] [added: 5,000] courier vehicles • [removed: 19] [added: 18] aircraft serving the United States | | |
| *Medical and Scientific Staff* | | | ● One of the largest medical and scientific staffs in the industry to provide interpretive consultation • Approximately [removed: 700] [added: 850] M.D.s and [removed: Ph.D.'s,] [added: Ph.D.s,] many of whom are recognized leaders in their field • Genetic counselors | | |
| *Other Healthcare Professionals* | | | ● Approximately [removed: 23,000] [added: 25,000] phlebotomists, paramedics, nurses and other health and wellness professionals | | |
| *Consumer Access* | | | ● Approximately [removed: 7,400] [added: 8,000] patient access points, including phlebotomists in physician offices, [removed: the most] [added: and an] extensive patient service center network [removed: in the United States] with approximately [removed: 2,000] [added: 2,400] locations, and mobile phlebotomy services | | |
| *Health Plan Participation* | | | ● Access to [removed: approximately] [added: over] 90% of U.S. insured lives | | |
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For example, our "Schedule at Check In" capability encourages patients to make appointments, and our self-serve kiosks provide wait-time estimates for walk-in and standby patients and offer many language options.
We work to improve our digital experience, from making it easier for patients and consumers to locate a patient service center and receive results on our MyQuest® patient healthcare portal to enabling providers to access their patients’ test result reports.
As people are increasingly seeking to be more directly involved in and have more control over their health outcomes, we are seeking to meet this need.
We also launched health coaching on our QuestHealth.com platform.
In 2024, we launched a new service that offers patients experiencing symptoms of several common genital tract infections the option to self-collect a swab specimen, aimed at increasing privacy, convenience and speed of testing.
We
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Since the acquisition, several organizations have used the Haystack Oncology MRD test in research, including for clinical trials.
During 2024, we also developed the test as a clinical offering in anticipation of making it available to oncologists.
We continue to add new testing to this suite of services for assessing the risk of Alzheimer's Disease, including isoform and plasma testing for patients with cognitive impairment.
In addition, our Autoimmune ANAlyzeR™ service helps primary care physicians comprehensively screen for autoimmune disorders to accelerate diagnosis and care by specialists.
During 2024, we completed acquisitions for an aggregate purchase price of $2.2 billion.
We acquired select assets of the outreach laboratory services business of Allina Health, which serves providers and patients in Minnesota and Wisconsin, as well as select assets of the outreach laboratory services business of OhioHealth and the outreach laboratory services business of University Hospitals, which each serve providers and patients in Ohio.
In August 2024, we also acquired all of the issued and outstanding common shares of LifeLabs Inc. and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs"), which provides laboratory diagnostic information and digital health connectivity systems in Canada.
During the full year of 2024, LifeLabs performed approximately 140 million laboratory tests to help diagnose, treat, monitor and prevent diseases for millions of Canadians.
LifeLabs operates approximately 15 laboratories, over 350 collection centers in British Columbia, Ontario and Saskatchewan, and an extensive network of couriers and mobile phlebotomists.
LifeLabs also partners with governments and companies to develop technologies and customized services.
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For example, in 2024, we advanced our use of automation in front-end specimen processing to include five of our labs, freeing more of our processors to focus on higher-order work.
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In 2024, we published a Health Trends® report with the University of Alabama that suggests adherence to guideline-based laboratory testing and treatment of pregnant women for two of the most prevalent sexually transmitted infections is suboptimal in the United States, with potentially dire effects on maternal and newborn health.
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We use AI to help drive innovation and operational efficiency at Quest Diagnostics.
For instance, in 2024, we extended our AI capabilities in microbiology to include the ability to segregate out specimens with no evidence of microbial growth so our medical scientists can concentrate on reviewing those with the greatest likelihood of disease.
We continue to broaden our use of AI in customer service to help our representatives access answers more quickly, improving their effectiveness and service quality.
In August 2024, we acquired LifeLabs, which provides laboratory diagnostic information and digital health connectivity systems in Canada.
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We are a leading provider of diagnostic information services, developing and delivering comprehensive offerings to help physicians manage patients across disease stages, from screening for early risk to treatment selection and monitoring to post-treatment evaluation.
We have comprehensive test offerings in cardiometabolic and endocrine; cancer; clinical drug monitoring and toxicology; infectious disease, including autoimmune; neurology diagnostics, including Alzheimer’s disease;
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and women’s health, including prenatal genetics.
We strive to provide diagnostic solutions for emerging infectious diseases, and were the first commercial laboratory to introduce a test for the H5 avian flu virus based on a preparedness contract from the Centers for Disease Controls and Prevention (“CDC”).
We offer services to pharmaceutical companies, including clinical trials laboratory testing, population analytics and patient engagement services.
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| *Legislative, regulatory and policy environment* | | | Government oversight of and attention to the healthcare industry in the United States is significant and increasing; healthcare payment reform and cost transparency are significant issues. The FDA has regulatory responsibility over, among other areas, instruments, software, test systems, collection kits, reagents and other devices used by clinical laboratories to perform diagnostic testing in the United States. The FDA also regulates drugs-of-abuse testing for employers and insurers, testing for blood bank purposes and testing of donors of human cells for purposes such as in vitro fertilization. We offer companion diagnostic testing services to pharmaceutical companies that are regulated by the FDA. As of May 6, 2024, the FDA announced it was phasing out its general enforcement discretion approach so that LDTs manufactured by a laboratory will generally fall under the same enforcement approach as medical devices. A number of advanced tests we develop internally are offered as LDTs. Pursuant to the FDA’s decision to remove enforcement discretion with regard to most LDTs performed by high complexity CLIA-certified laboratories like ours, all new and significantly modified previously offered laboratory tests that do not benefit from continued enforcement discretion will have to comply with the Food, Drug and Cosmetic Act (the "FDCA") over a four-year, five-stage process. Compliance with the FDCA includes, among other things, new quality system regulations and premarket authorization. One major area of the continued FDA enforcement discretion will apply to many tests that were offered for clinical use prior to May 6, 2024 and that do not afterwards undergo certain material modifications. The removal of enforcement discretion for LDTs could result in a revitalization and passage of legislation or other Congressional action. The current FDA policy to remove enforcement discretion and/or new legislation is expected to have a significant impact on the clinical laboratory testing industry, including regulating LDTs in new ways, while creating new avenues of opportunity and competition regarding clinical laboratory testing. | | |
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accessible and convenient.
We are also making investments to improve the consumer digital experience, from locating a patient service center to receiving results on our MyQuest® patient healthcare portal.
We are a leading provider of Advanced Diagnostics™.
In 2023, we acquired Haystack Oncology, as well as certain assets of the laboratory services business of NewYork-Presbyterian, one of the nation's largest and most comprehensive academic medical centers.
We also completed our acquisition of select assets of Northern Light Laboratory, the outreach laboratory services business of Northern Light Health, a large integrated healthcare system in Maine.
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For over 30 years, the Company has published the Quest
In 2023, we published Health Trends® reports on lipid- associated risk of cardiovascular disease and, with the Centers for Disease Controls and Prevention (“CDC”), on hepatitis C infections in the United States.
Our annual Health Trends report on clinical drug testing revealed potentially dangerous mixing of the opioid fentanyl and the horse tranquilizer xylazine in clinically drug tested patients.
With researchers from Johns Hopkins University and the other laboratories participating in the Global Diagnostics Network, we produced the largest analysis of cholesterol lipid levels, based on nearly half a billion de-identified, aggregated test results, to illuminate trends in cardiovascular disease in the United States and sixteen other countries.
For instance, we now use AI to help identify patterns in patient specimens evaluated for infectious microbes and chromosomal anomalies that may signify disease and are evaluating its potential to aid in evaluating specimens for signs of cancer.
In 2023, we created an initiative to deploy generative AI to improve several areas of our business, including software engineering, customer service, claims analysis, scheduling optimization, specimen processing and marketing.
We expect to further develop these projects in 2024.
while also enhancing customer and employee experiences and bring cost efficiencies.
analysis, technology, equipment or materials, may be performed less frequently than routine tests and may be reimbursed at higher levels than routine tests.
Some non-routine tests are Advanced Diagnostics.
We are a leading provider of diagnostic information services for infectious disease, such as tuberculosis (*e.g.*, our T.SPOT.*TB* and Quantiferon offerings) and tick-borne disease (*e.g.*, our Accutix™ offering).
We strive to be the first to provide diagnostic solutions for emerging infectious diseases (*e.g*., our offerings for mpox virus).
We have comprehensive offerings in drug monitoring and toxicology, in neurology diagnostics, in advanced cardiovascular diagnostic information services (*e.g*., our CARDIO IQ® and Cleveland HeartLab™ offerings through our Cardiometabolic Center of ExcellenceTM), and in cancer diagnostics .
In 2022, we enhanced our extended care offering by acquiring Pack Health, LLC ("Pack Health") which offers patient engagement services that help individuals adopt healthier behaviors to improve outcomes.
We also offer Pack Health's patient engagement services to our pharma clients.
| *Legislative, regulatory and policy environment* | | | Government oversight of and attention to the healthcare industry in the United States is significant and increasing; healthcare payment reform and cost transparency are significant issues. The FDA and HHS have expressed views regarding the regulation of LDTs. Legislation previously introduced in Congress in 2022 and again in 2023 that would authorize the FDA to regulate LDTs has not become law. In October 2023, the FDA announced a proposed rule that would broaden the definition of medical device 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. If either the 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 new avenues of opportunity and competition regarding clinical laboratory testing. New competitors may enter the industry, and competition may come in new forms. From time to time, the federal government has considered whether competitive bidding could be used to provide clinical testing services for Medicare beneficiaries while maintaining quality and access to care. Congress periodically considers cost-saving initiatives. These initiatives have included coinsurance for clinical testing services, co-payments for clinical testing and further laboratory physician fee schedule reductions. | | |
In addition, consumers are more frequently requesting and paying for tests themselves.
A member of a health plan
For example, in 2023, we formed a novel collaboration with the CDC to research the disease burden of hepatitis C virus in the United States based on our laboratory testing.
Competitors also may offer new testing services that can be performed outside of a commercial
In 2023, our Board of Directors renamed the Compensation Committee the Compensation and Leadership Development Committee and revised the committee’s charter to include leadership development for senior management other than the Chief Executive Officer, as a committee responsibility.
Approximately 72% of our employees globally identify as women; approximately 50% of our U.S. employees identify as people of color.
*Safety and Well-Being*.
HealthyQuest™ focuses on prevention, progression
*Inclusion and Diversity*.
In 2023, we expanded our focus on inclusion and diversity through leadership training programs like McKinsey Connected Leaders Academy, Franklin Covey’s Leading at the Speed of Trust, and a Mentoring Circles program focused on developing inclusive leadership competencies in front line supervisors.
Our employee engagement on Inclusion and Diversity was also evidenced by the approximately 60% growth in Employee Business Network membership in 2023.
We also continued, with the Quest Diagnostics Foundation, Quest for Health Equity®, our initiative to help reduce health disparities in underserved communities.
For more information about our Quest for Health Equity® initiative, see "-Our Strengths".
To gain deeper insights from our employees, we expanded our effort across the employee lifecycle, to gain the unique feedback of our new hires, newly acquired team members, and our departing colleagues.
In addition, we post all our jobs on a number of sites that specifically attract diverse talent.
corrective actions.
PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in 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, 2025; reimbursement rate reduction from 2025-27 is capped by PAMA at 15% annually.
An excerpt. Shown here: 40 of 139 rewritten, 40 of 69 added and 40 of 42 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 0 unchanged
See Note [removed: 19] [added: 18] to the Consolidated Financial Statements (Part II, Item 8 of this Report) for information regarding legal proceedings in which we are involved.
Cover and table of contents
39 rewritten, 3 added, 3 removed, 60 unchanged
For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]
As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the approximately [removed: 112] [added: 111] million shares of voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $15.7] [added: $15.2] billion, based on the closing price on such date of the registrant's Common Stock on the New York Stock Exchange.
As of [removed: February 1, 2024,] [added: January 31, 2025,] there were outstanding [removed: 110,707,293] [added: 110,978,069] shares of the registrant’s common stock, $.01 par value.
| Portions of the registrant's Proxy Statement to be filed by April [removed: 29, 2024] [added: 30, 2025] | | | Part III | | |
| Item 1. | | | [removed: [Business](#iea2aa61632514669aeb8dead5a8c03c1_13)] [added: [Business](#iee835ac67d7447fda6a9f234ebacff12_13)] | | | [removed: [1](#iea2aa61632514669aeb8dead5a8c03c1_13)] [added: [1](#iee835ac67d7447fda6a9f234ebacff12_13)] | | |
| | | | [Our [removed: Strategy](#iea2aa61632514669aeb8dead5a8c03c1_19)] [added: Strategy](#iee835ac67d7447fda6a9f234ebacff12_19)] | | | [removed: [2](#iea2aa61632514669aeb8dead5a8c03c1_19)] [added: [2](#iee835ac67d7447fda6a9f234ebacff12_19)] | | |
| | | | [Our [removed: Strengths](#iea2aa61632514669aeb8dead5a8c03c1_22)] [added: Strengths](#iee835ac67d7447fda6a9f234ebacff12_22)] | | | [removed: [4](#iea2aa61632514669aeb8dead5a8c03c1_22)] [added: [5](#iee835ac67d7447fda6a9f234ebacff12_22)] | | |
| | | | [Business [removed: Operations](#iea2aa61632514669aeb8dead5a8c03c1_25)] [added: Operations](#iee835ac67d7447fda6a9f234ebacff12_25)] | | | [removed: [8](#iea2aa61632514669aeb8dead5a8c03c1_25)] [added: [8](#iee835ac67d7447fda6a9f234ebacff12_25)] | | |
| | | | [The Clinical Testing [removed: Industry](#iea2aa61632514669aeb8dead5a8c03c1_28)] [added: Industry](#iee835ac67d7447fda6a9f234ebacff12_28)] | | | [removed: [10](#iea2aa61632514669aeb8dead5a8c03c1_28)] [added: [10](#iee835ac67d7447fda6a9f234ebacff12_28)] | | |
| | | | [Available [removed: Information](#iea2aa61632514669aeb8dead5a8c03c1_37)] [added: Information](#iee835ac67d7447fda6a9f234ebacff12_37)] | | | [removed: [25](#iea2aa61632514669aeb8dead5a8c03c1_37)] [added: [25](#iee835ac67d7447fda6a9f234ebacff12_37)] | | |
| | | | [Information about Our Executive [removed: Officers](#iea2aa61632514669aeb8dead5a8c03c1_40)] [added: Officers](#iee835ac67d7447fda6a9f234ebacff12_40)] | | | [removed: [2](#iea2aa61632514669aeb8dead5a8c03c1_40)[6](#iea2aa61632514669aeb8dead5a8c03c1_40)] [added: [26](#iee835ac67d7447fda6a9f234ebacff12_40)] | | |
| Item 1A. | | | [Risk [removed: Factors](#iea2aa61632514669aeb8dead5a8c03c1_43)] [added: Factors](#iee835ac67d7447fda6a9f234ebacff12_43)] | | | [removed: [28](#iea2aa61632514669aeb8dead5a8c03c1_43)] [added: [28](#iee835ac67d7447fda6a9f234ebacff12_43)] | | |
| | | | [Cautionary Factors That May Affect Future [removed: Results](#iea2aa61632514669aeb8dead5a8c03c1_58)] [added: Results](#iee835ac67d7447fda6a9f234ebacff12_58)] | | | [removed: [38](#iea2aa61632514669aeb8dead5a8c03c1_58)] [added: [39](#iee835ac67d7447fda6a9f234ebacff12_58)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#iea2aa61632514669aeb8dead5a8c03c1_61)] [added: Comments](#iee835ac67d7447fda6a9f234ebacff12_61)] | | | [removed: [40](#iea2aa61632514669aeb8dead5a8c03c1_61)] [added: [41](#iee835ac67d7447fda6a9f234ebacff12_61)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#iea2aa61632514669aeb8dead5a8c03c1_1952)] [added: [Cybersecurity](#iee835ac67d7447fda6a9f234ebacff12_64)] | | | [removed: [40](#iea2aa61632514669aeb8dead5a8c03c1_61)] [added: [41](#iee835ac67d7447fda6a9f234ebacff12_61)] | | |
| Item 2. | | | [removed: [Properties](#iea2aa61632514669aeb8dead5a8c03c1_64)] [added: [Properties](#iee835ac67d7447fda6a9f234ebacff12_67)] | | | [removed: [42](#iea2aa61632514669aeb8dead5a8c03c1_64)] [added: [43](#iee835ac67d7447fda6a9f234ebacff12_67)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#iea2aa61632514669aeb8dead5a8c03c1_67)] [added: Proceedings](#iee835ac67d7447fda6a9f234ebacff12_70)] | | | [removed: [42](#iea2aa61632514669aeb8dead5a8c03c1_67)] [added: [42](#iee835ac67d7447fda6a9f234ebacff12_70)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#iea2aa61632514669aeb8dead5a8c03c1_70)] [added: Disclosures](#iee835ac67d7447fda6a9f234ebacff12_73)] | | | [removed: [42](#iea2aa61632514669aeb8dead5a8c03c1_70)] [added: [43](#iee835ac67d7447fda6a9f234ebacff12_73)] | | |
| Item 5. | | | [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iea2aa61632514669aeb8dead5a8c03c1_76)] [added: Securities](#iee835ac67d7447fda6a9f234ebacff12_79)] | | | [removed: [43](#iea2aa61632514669aeb8dead5a8c03c1_76)] [added: [44](#iee835ac67d7447fda6a9f234ebacff12_79)] | | |
| Item 6. | | | [removed: [Reserved](#iea2aa61632514669aeb8dead5a8c03c1_79)] [added: [Reserved](#iee835ac67d7447fda6a9f234ebacff12_82)] | | | [removed: [44](#iea2aa61632514669aeb8dead5a8c03c1_79)] [added: [45](#iee835ac67d7447fda6a9f234ebacff12_82)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iea2aa61632514669aeb8dead5a8c03c1_82)] [added: Operations](#iee835ac67d7447fda6a9f234ebacff12_85)] | | | [removed: [44](#iea2aa61632514669aeb8dead5a8c03c1_82)] [added: [45](#iee835ac67d7447fda6a9f234ebacff12_85)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iea2aa61632514669aeb8dead5a8c03c1_85)] [added: Risk](#iee835ac67d7447fda6a9f234ebacff12_88)] | | | [removed: [45](#iea2aa61632514669aeb8dead5a8c03c1_85)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_88)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iea2aa61632514669aeb8dead5a8c03c1_88)] [added: Data](#iee835ac67d7447fda6a9f234ebacff12_91)] | | | [removed: [45](#iea2aa61632514669aeb8dead5a8c03c1_88)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_91)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iea2aa61632514669aeb8dead5a8c03c1_91)] [added: Disclosure](#iee835ac67d7447fda6a9f234ebacff12_94)] | | | [removed: [45](#iea2aa61632514669aeb8dead5a8c03c1_91)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_94)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#iea2aa61632514669aeb8dead5a8c03c1_94)] [added: Procedures](#iee835ac67d7447fda6a9f234ebacff12_97)] | | | [removed: [45](#iea2aa61632514669aeb8dead5a8c03c1_94)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_97)] | | |
| Item 9B. | | | [Other [removed: Information](#iea2aa61632514669aeb8dead5a8c03c1_97)] [added: Information](#iee835ac67d7447fda6a9f234ebacff12_100)] | | | [removed: [45](#iea2aa61632514669aeb8dead5a8c03c1_97)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_100)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iea2aa61632514669aeb8dead5a8c03c1_100)] [added: Inspections](#iee835ac67d7447fda6a9f234ebacff12_106)] | | | [removed: [46](#iea2aa61632514669aeb8dead5a8c03c1_100)] [added: [46](#iee835ac67d7447fda6a9f234ebacff12_106)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iea2aa61632514669aeb8dead5a8c03c1_106)] [added: Governance](#iee835ac67d7447fda6a9f234ebacff12_112)] | | | [removed: [47](#iea2aa61632514669aeb8dead5a8c03c1_106)] [added: [48](#iee835ac67d7447fda6a9f234ebacff12_112)] | | |
| Item 11. | | | [Executive [removed: Compensation](#iea2aa61632514669aeb8dead5a8c03c1_109)] [added: Compensation](#iee835ac67d7447fda6a9f234ebacff12_115)] | | | [removed: [47](#iea2aa61632514669aeb8dead5a8c03c1_109)] [added: [48](#iee835ac67d7447fda6a9f234ebacff12_115)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' [removed: Matters](#iea2aa61632514669aeb8dead5a8c03c1_112)] [added: Matters](#iee835ac67d7447fda6a9f234ebacff12_118)] | | | [removed: [47](#iea2aa61632514669aeb8dead5a8c03c1_112)] [added: [48](#iee835ac67d7447fda6a9f234ebacff12_118)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iea2aa61632514669aeb8dead5a8c03c1_115)] [added: Independence](#iee835ac67d7447fda6a9f234ebacff12_121)] | | | [removed: [47](#iea2aa61632514669aeb8dead5a8c03c1_115)] [added: [48](#iee835ac67d7447fda6a9f234ebacff12_121)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#iea2aa61632514669aeb8dead5a8c03c1_118)] [added: Services](#iee835ac67d7447fda6a9f234ebacff12_124)] | | | [removed: [47](#iea2aa61632514669aeb8dead5a8c03c1_118)] [added: [48](#iee835ac67d7447fda6a9f234ebacff12_124)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iea2aa61632514669aeb8dead5a8c03c1_124)] [added: Schedules](#iee835ac67d7447fda6a9f234ebacff12_130)] | | | [removed: [48](#iea2aa61632514669aeb8dead5a8c03c1_124)] [added: [49](#iee835ac67d7447fda6a9f234ebacff12_130)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#iea2aa61632514669aeb8dead5a8c03c1_127)] [added: Summary](#iee835ac67d7447fda6a9f234ebacff12_133)] | | | [removed: [54](#iea2aa61632514669aeb8dead5a8c03c1_127)] [added: [55](#iee835ac67d7447fda6a9f234ebacff12_133)] | | |
| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iea2aa61632514669aeb8dead5a8c03c1_133)] [added: Operations](#iee835ac67d7447fda6a9f234ebacff12_139)] | | | | | | [removed: [57](#iea2aa61632514669aeb8dead5a8c03c1_133)] [added: [58](#iee835ac67d7447fda6a9f234ebacff12_139)] | | |
| [Report of Management on Internal Control Over Financial [removed: Reporting](#iea2aa61632514669aeb8dead5a8c03c1_148)] [added: Reporting](#iee835ac67d7447fda6a9f234ebacff12_154)] | | | | | | [removed: [73](#iea2aa61632514669aeb8dead5a8c03c1_148)] [added: [74](#iee835ac67d7447fda6a9f234ebacff12_154)] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#iea2aa61632514669aeb8dead5a8c03c1_151)] [added: Firm](#iee835ac67d7447fda6a9f234ebacff12_157)] | | | | | | F- [removed: [1](#iea2aa61632514669aeb8dead5a8c03c1_151)] [added: [1](#iee835ac67d7447fda6a9f234ebacff12_157)] | | |
| [Consolidated Financial Statements and Related [removed: Notes](#iea2aa61632514669aeb8dead5a8c03c1_154)] [added: Notes](#iee835ac67d7447fda6a9f234ebacff12_160)] | | | | | | F- [removed: [3](#iea2aa61632514669aeb8dead5a8c03c1_154)] [added: [4](#iee835ac67d7447fda6a9f234ebacff12_160)] | | |
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
| | | | [Introduction](#iee835ac67d7447fda6a9f234ebacff12_16) | | | [1](#iee835ac67d7447fda6a9f234ebacff12_16) | | |
| | | | [General](#iee835ac67d7447fda6a9f234ebacff12_31) | | | [18](#iee835ac67d7447fda6a9f234ebacff12_31) | | |
| | | | [Regulation](#iee835ac67d7447fda6a9f234ebacff12_34) | | | [22](#iee835ac67d7447fda6a9f234ebacff12_34) | | |
| | | | [Introduction](#iea2aa61632514669aeb8dead5a8c03c1_16) | | | [1](#iea2aa61632514669aeb8dead5a8c03c1_16) | | |
| | | | [General](#iea2aa61632514669aeb8dead5a8c03c1_31) | | | [18](#iea2aa61632514669aeb8dead5a8c03c1_31) | | |
| | | | [Regulation](#iea2aa61632514669aeb8dead5a8c03c1_34) | | | [23](#iea2aa61632514669aeb8dead5a8c03c1_34) | | |
Item 1C. Cybersecurity.
5 rewritten, 2 added, 1 removed, 29 unchanged
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 [added: 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.]
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Although no cybersecurity incident during the year ended December 31, [removed: 2023] [added: 2024] 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.
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 [removed: Officer] [added: Officer, Executive Director, Corporate Security] 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 [removed: regulatory compliance.]
regulatory compliance.
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_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.
Item 2. Properties
1 rewritten, 3 added, 0 removed, 25 unchanged
In addition, we maintain offices, patient service centers and clinical laboratories in locations outside the United States, including in [added: Canada,] Finland, Puerto Rico and Mexico.
| 100 International Boulevard, Toronto, Ontario, M9W 6J6, Canada (laboratory) | | | | | | Owned | | |
| 3680 Gilmore Way Burnaby, British Columbia, Canada (laboratory) | | | | | | Owned | | |
| 6560 Kennedy Road, Mississauga, Ontario, L5T 2X4, Canada (laboratory) | | | | | | Leased | | |
Item 4. Mine Safety Disclosures
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11 rewritten, 9 added, 10 removed, 14 unchanged
Our common stock is listed and traded on the New York Stock Exchange under the symbol “DGX.” As of [removed: February 1, 2024,] [added: January 31, 2025,] we had approximately [removed: 2,110] [added: 1,991] 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: 2023.][added: 2024.]
| Share Repurchase Program (A) | | | | | | [removed: —] [added: 96,210] | | | | | | $ | [removed: —] [added: 155.90] | | | | | [removed: —] [added: 96,210] | | | | | | $ | [removed: —] [added: 1,020,914] | | | | | | | |
[removed: Since] [added: (A)Since] the share repurchase program's inception in May 2003, our Board of Directors has authorized $13 billion of share repurchases of our common stock.
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Set forth below is a line graph comparing the cumulative total shareholder return on Quest Diagnostics' common stock since December 31, [removed: 2018] [added: 2019] 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: ]
| 12/31/2020 | | | | | | $ | 119.17 | | | | | 14.04 | | % | | | | 18.40 | | % | | | | 13.45 | | % | | | | $ | [removed: 149.56] [added: 114.04] | | | | | $ | [removed: 155.68] [added: 118.40] | | | | | $ | [removed: 137.07] [added: 113.45] | |
| 12/31/2021 | | | | | | $ | 173.01 | | | | | 47.86 | | % | | | | 28.71 | | % | | | | 26.13 | | % | | | | $ | [removed: 221.13] [added: 168.61] | | | | | $ | [removed: 200.37] [added: 152.39] | | | | | $ | [removed: 172.89] [added: 143.09] | |
| 12/30/2022 | | | | | | $ | 156.44 | | | | | (7.79) | | % | | | | (18.13) | | % | | | | (1.95) | | % | | | | $ | [removed: 203.90] [added: 155.47] | | | | | $ | [removed: 164.04] [added: 124.76] | | | | | $ | [removed: 169.52] [added: 140.30] | |
| 12/29/2023 | | | | | | $ | 137.88 | | | | | (10.05) | | % | | | | 26.29 | | % | | | | 2.06 | | % | | | | $ | [removed: 183.41] [added: 139.85] | | | | | $ | [removed: 207.16] [added: 157.56] | | | | | $ | [removed: 173.00] [added: 143.19] | |
| October 1, 2024 – October 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| November 1, 2024 – November 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Share Repurchase Program (A) | | | | | | 556,579 | | | | | | $ | 159.62 | | | | | 556,579 | | | | | | $ | 932,073 | | | | | | | |
| Employee Transactions (B) | | | | | | 689 | | | | | | $ | 160.58 | | | | | N/A | | | | | | N/A | | | | | | | | |
| December 1, 2024 – December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Share Repurchase Program (A) | | | | | | 290,587 | | | | | | $ | 158.85 | | | | | 290,587 | | | | | | $ | 885,914 | | | | | | | |
| Share Repurchase Program (A) | | | | | | 943,376 | | | | | | $ | 159.00 | | | | | 943,376 | | | | | | $ | 885,914 | | | | | | | |
| Employee Transactions (B) | | | | | | 689 | | | | | | $ | 160.58 | | | | | N/A | | | | | | N/A | | | | | | | | |
| 12/31/2024 | | | | | | $ | 150.86 | | | | | 11.77 | | % | | | | 25.02 | | % | | | | 2.58 | | % | | | | $ | 156.31 | | | | | $ | 196.98 | | | | | $ | 146.88 | |
| October 1, 2023 – October 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | |
(A)In February 2023, our Board of Directors increased the size of our share repurchase program by $1 billion.
As of December 31, 2023, $1.0 billion remained available under our share repurchase authorization.
| 12/31/2019 | | | | | | $ | 106.79 | | | | | 31.15 | | % | | | | 31.49 | | % | | | | 20.82 | | % | | | | $ | 131.15 | | | | | $ | 131.49 | | | | | $ | 120.82 | |
Item 9A. Controls and Procedures
1 rewritten, 1 added, 1 removed, 7 unchanged
During the fourth quarter of [removed: 2023,] [added: 2024,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| See page [74](#iee835ac67d7447fda6a9f234ebacff12_154). | | |
| See page [73](#iea2aa61632514669aeb8dead5a8c03c1_148). | | |
Item 9B. Other Information
2 rewritten, 1 added, 1 removed, 8 unchanged
| Karthikeyan Kuppusamy | | | SVP, Clinical Solutions | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | [removed: November 16, 2023] [added: October 28, 2024] | | | [removed: November 16, 2023] [added: October 28, 2024] to [removed: November 13, 2024*] [added: July 25, 2025*] | | | Up to [removed: 1,760*] [added: 2,833*] | | |
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
| James E. Davis | | | Chairman, Chief Executive Officer and President | | | Rule 10b5-1 plan to sell | | | Common Stock | | | Adoption | | | October 28, 2024 | | | October 28, 2024 to October 28, 2025* | | | Up to 56,057* | | |
| 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* | | |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 3 added, 0 removed, 3 unchanged
Information regarding the Company's executive officers is contained in Part I, Item 1 of this Report under “Information about our Executive Officers.” Information regarding the directors and executive officers of the Company appearing in our Proxy Statement to be filed by April [removed: 29, 2024] [added: 30, 2025] (“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.
We have an insider trading policy related to the purchase, sale and other transactions in our securities entered into by our directors, officers, employees and related other persons and by us.
The insider trading policy is designed to comply and promote compliance with the securities laws and related rules and regulations, the New York Stock Exchange listing standards and our own Code of Ethics.
Our insider trading policy is filed as Exhibit 19 to this Report.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
Information appearing in our Proxy Statement under the captions [removed: “2023] [added: “2024] 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.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Item 15. Exhibits, Financial Statement Schedules
76 rewritten, 13 added, 11 removed, 113 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#iea2aa61632514669aeb8dead5a8c03c1_151) 238[)](#iea2aa61632514669aeb8dead5a8c03c1_151)] [added: ID](#iee835ac67d7447fda6a9f234ebacff12_157) 238[)](#iee835ac67d7447fda6a9f234ebacff12_157)] | | | F- [removed: [1](#iea2aa61632514669aeb8dead5a8c03c1_151)] [added: [1](#iee835ac67d7447fda6a9f234ebacff12_157)] | | |
| [Consolidated Balance [removed: Sheets](#iea2aa61632514669aeb8dead5a8c03c1_157)] [added: Sheets](#iee835ac67d7447fda6a9f234ebacff12_163)] | | | F- [removed: [3](#iea2aa61632514669aeb8dead5a8c03c1_157)] [added: [4](#iee835ac67d7447fda6a9f234ebacff12_163)] | | |
| [Consolidated Statements of [removed: Operations](#iea2aa61632514669aeb8dead5a8c03c1_160)] [added: Operations](#iee835ac67d7447fda6a9f234ebacff12_166)] | | | F- [removed: [4](#iea2aa61632514669aeb8dead5a8c03c1_160)] [added: [5](#iee835ac67d7447fda6a9f234ebacff12_166)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#iea2aa61632514669aeb8dead5a8c03c1_163)] [added: Income](#iee835ac67d7447fda6a9f234ebacff12_169)] | | | F- [removed: [5](#iea2aa61632514669aeb8dead5a8c03c1_163)] [added: [6](#iee835ac67d7447fda6a9f234ebacff12_169)] | | |
| [Consolidated Statements of Cash [removed: Flows](#iea2aa61632514669aeb8dead5a8c03c1_166)] [added: Flows](#iee835ac67d7447fda6a9f234ebacff12_172)] | | | F- [removed: [6](#iea2aa61632514669aeb8dead5a8c03c1_166)] [added: [7](#iee835ac67d7447fda6a9f234ebacff12_172)] | | |
| [Consolidated Statements of Stockholders' [removed: Equity](#iea2aa61632514669aeb8dead5a8c03c1_169)] [added: Equity](#iee835ac67d7447fda6a9f234ebacff12_175)] | | | F- [removed: [7](#iea2aa61632514669aeb8dead5a8c03c1_169)] [added: [8](#iee835ac67d7447fda6a9f234ebacff12_175)] | | |
| [Notes to Consolidated Financial [removed: Statements](#iea2aa61632514669aeb8dead5a8c03c1_172)] [added: Statements](#iee835ac67d7447fda6a9f234ebacff12_178)] | | | F- [removed: [8](#iea2aa61632514669aeb8dead5a8c03c1_172)] [added: [9](#iee835ac67d7447fda6a9f234ebacff12_178)] | | |
| 3.1 | | | [Restated Certificate of Incorporation [added: of the Company, as amended August 14, 2024] (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended September 30, [removed: 2022] [added: 2024] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207922000140/dgx09302022ex31.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000190/dgx093024ex31.htm)] | | | | | |
| 3.2 | | | [Amended and Restated By-Laws of the Company, as amended [removed: November] [added: August] 14, [removed: 2022] [added: 2024] (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: [removed: November] [added: August] 14, [removed: 2022)] [added: 2024)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207922000157/dgx11142022ex31.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000110465924090867/tm2421254d4_ex3-1.htm)] | | | | | |
| [removed: 4.1] [added: 4.11] | | | [removed: [Form] [added: [Tenth Supplemental Indenture dated as] of [removed: 6.95% Senior Note due 2037] [added: 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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex10-1.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-11.htm)] | | | | | |
| [removed: 4.2] [added: 4.8] | | | [removed: [Form] [added: [Seventh Supplemental Indenture dated as] of [removed: 5.750% Senior Note due 2040] [added: 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 [removed: 17, 2009)] [added: 21, 2005)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041309005747/c59372_ex1-1.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011705004480/ex4-1.htm)] | | | | | |
| [removed: 4.3] [added: 4.17] | | | [removed: [Form] [added: [Sixteenth Supplemental Indenture dated as] of [removed: 4.250% Senior Note due 2024] [added: 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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm)] | | | | | |
| [removed: 4.4] [added: 4.18] | | | [removed: [Form] [added: [Seventeenth Supplemental Indenture dated as] of [removed: 3.500% Senior Note due 2025] [added: March 10, 2015, between the Company and The Bank of New York Mellon] (filed as an Exhibit to the [removed: Company's] [added: Company’s] current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0418.htm)] | | | | | |
| [removed: 4.5] [added: 4.20] | | | [removed: [Form] [added: [Nineteenth Supplemental Indenture dated as] of [removed: 4.700% Senior Note due 2045] [added: March 12 2019, between the Company and The Bank of New York Mellon] (filed as an Exhibit to the [removed: Company's] [added: Company’s] current report on Form 8-K (Date of Report: March [removed: 5, 2015)] [added: 7, 2019)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0402.htm)] | | | | | |
| [removed: 4.6] [added: 4.19] | | | [removed: [Form] [added: [Eighteenth Supplemental Indenture dated as] of [removed: 3.450% Senior Note due 2026] [added: 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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0419.htm)] | | | | | |
| [removed: 4.7] [added: 4.21] | | | [removed: [Form] [added: [Twentieth Supplemental Indenture dated as] of [removed: 4.200% Senior Note due 2029] [added: 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: [removed: March 7,] [added: December 16,] 2019) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787119000973/ss160605_ex0402.htm)] | | | | | |
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
| [removed: 4.8] [added: 99.2] | | | [removed: [Form] [added: [Amendment No. 1 to Fourth Amended and Restated Receivables Sale Agreement, dated as] of [removed: 2.950% Senior Note due 2030] [added: October 25, 2019] (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: [removed: December 9, 2019)] [added: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000957/ss159854_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9902.htm)] | | | | | |
| [removed: 4.9] [added: 4.22] | | | [removed: [Form] [added: [Twenty-First Supplemental Indenture dated as] of [removed: 2.800% Senior Note due 2031] [added: 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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000458/ss173511_ex0101.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787120000458/ss173511_ex0402.htm)] | | | | | |
| [removed: 4.10] [added: 4.23] | | | [removed: [Form] [added: [Twenty-Second Supplemental Indenture dated as] of [removed: 6.400% Senior Note due 2033] [added: 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 [removed: Report] [added: Report:] October 30, 2023) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000172/dgx10302023ex11.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207923000172/dgx10302023ex42.htm)] | | | | | |
| [removed: 4.11] [added: 4.1] | | | [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: 4.12] [added: 4.2] | | | [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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787101500290/ex4-4_062801.txt)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787101500290/ex4-4_062801.txt)] | | | | | |
| [removed: 4.13] [added: 4.3] | | | [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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787101501115/ex4-1_112601.txt)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787101501115/ex4-1_112601.txt)] | | | | | |
| [removed: 4.14] [added: 4.4] | | | [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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787102000692/ex4-1_040902.txt)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787102000692/ex4-1_040902.txt)] | | | | | |
| [removed: 4.15] [added: 4.5] | | | [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: 4.16] [added: 4.6] | | | [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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011704001657/ex10-1.txt)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011704001657/ex10-1.txt)] | | | | | |
| [removed: 4.17] [added: 4.7] | | | [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 [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011705004157/ex4-7.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011705004157/ex4-7.htm)] | | | | | |
| [removed: 4.18] [added: 4.9] | | | [removed: [Seventh] [added: [Eighth] Supplemental Indenture dated as of [removed: November 21, 2005,] [added: 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: [removed: November 21, 2005)] [added: July 31, 2006)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011705004480/ex4-1.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011706003285/ex4-1.htm)] | | | | | |
| [removed: 4.19] [added: 4.10] | | | [removed: [Eighth] [added: [Ninth] Supplemental Indenture dated as of [removed: July 31,] [added: 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: [removed: July 31,] [added: September 30,] 2006) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706003285/ex4-1.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000095011706004130/ex4-1.htm)] | | | | | |
| [removed: 4.20] [added: 4.12] | | | [removed: [Ninth] [added: [Eleventh] Supplemental Indenture dated as of [removed: September 30, 2006,] [added: 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: [removed: September 30, 2006)] [added: June 19, 2007)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000095011706004130/ex4-1.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-14.htm)] | | | | | |
| [removed: 4.21] [added: 4.13] | | | [removed: [Tenth] [added: [Twelfth] Supplemental Indenture dated as of June [removed: 22,] [added: 25,] 2007, among the Company, The Bank of New York, and the [added: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-11.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-15.htm)] | | | | | |
| [removed: 4.22] [added: 4.14] | | | [removed: [Eleventh] [added: [Thirteenth] Supplemental Indenture dated as of [removed: June 22, 2007,] [added: November 17, 2009,] among the Company, The Bank of New [removed: York,] [added: York Mellon,] and the [removed: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: [removed: June 19, 2007)] [added: November 17, 2009)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-14.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041309005838/c59427_ex4-14.htm)] | | | | | |
| [removed: 4.23] [added: 4.15] | | | [removed: [Twelfth] [added: [Fourteenth] Supplemental Indenture dated as of [removed: June 25, 2007,] [added: March 24, 2011,] among the Company, The Bank of New [removed: York,] [added: York Mellon,] and the [removed: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: [removed: June 19, 2007)] [added: March 21, 2011)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041307005477/c49146_ex4-15.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041311002247/c64911_ex4-15.htm)] | | | | | |
| [removed: 4.24] [added: 4.16] | | | [removed: [Thirteenth] [added: [Fifteenth] Supplemental Indenture dated as of November [removed: 17, 2009,] [added: 30, 2011,] among the Company, The Bank of New York Mellon, and the [added: Additional] Subsidiary Guarantors (filed as an Exhibit to the Company's [removed: current] [added: 2011 annual] report on Form [removed: 8-K (Date of Report: November 17, 2009)] [added: 10-K] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041309005838/c59427_ex4-14.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000093041312000949/c68209_ex4-24.htm)] | | | | | |
| [removed: 4.25] [added: 4.24] | | | [removed: [Fourteenth] [added: [Twenty-Third] Supplemental Indenture dated as of [removed: March 24, 2011, among] [added: August 19, 2024, between] the [removed: Company,] [added: Company and] The Bank of New York [removed: Mellon, and the Subsidiary Guarantors] [added: Mellon] (filed as an Exhibit to the [removed: Company's] [added: Company’s] current report on Form 8-K (Date of Report: [removed: March 21, 2011)] [added: August 14, 2024)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000093041311002247/c64911_ex4-15.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000110465924090867/tm2421254d4_ex4-2.htm)] | | | | | |
| [removed: 4.26] [added: 97.1] | | | [removed: [Fifteenth Supplemental Indenture dated as of] [added: [Quest Diagnostics Incorporated Dodd-Frank Clawback Policy, adopted] November [removed: 30, 2011, among the Company, The Bank of New York Mellon, and the Additional Subsidiary Guarantors] [added: 13, 2023] (filed as an Exhibit to the [removed: Company's 2011] [added: Company’s 2023] 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_ex4-24.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000041/dgx12312023ex971.htm)] | | | | | |
| [removed: 4.27] [added: 99.5] | | | [removed: [Sixteenth Supplemental Indenture] [added: [Amendment No. 1 to Sixth Amended and Restated Credit and Security Agreement,] dated as of [removed: March 17, 2014, between the Company and The Bank of New York Mellon] [added: October 26, 2018] (filed as an Exhibit to the [removed: Company's] [added: Company’s] current report on Form 8-K (Date of Report: [removed: March 12, 2014)] [added: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787114000160/ss206544_ex0417.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9904.htm)] | | | | | |
| [removed: 4.28] [added: 99.6] | | | [removed: [Seventeenth Supplemental Indenture] [added: [Amendment No. 2 to Sixth Amended and Restated Credit and Security Agreement,] dated as of [removed: March 10, 2015, between the Company and The Bank of New York Mellon] [added: June 14, 2019] (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: [removed: March 5, 2015)] [added: May 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787115000168/ss419933_ex0418.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9905.htm)] | | | | | |
| [removed: 4.29] [added: 99.7] | | | [removed: [Eighteenth Supplemental Indenture] [added: [Amendment No. 3 to Sixth Amended and Restated Credit and Security Agreement,] dated as of [removed: May 26, 2016, between the Company and The Bank of New York Mellon] [added: October 25, 2019] (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May [removed: 23, 2016)] [added: 4, 2020)] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787116001220/ss1485098_ex0419.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9906.htm)] | | | | | |
| [removed: 4.30] [added: 10.3‡] | | | [removed: [Nineteenth Supplemental Indenture dated as of March 12 2019, between the Company and The Bank] [added: [Form] of [removed: New York Mellon] [added: Quest Diagnostics Incorporated Equity Award Agreement] (filed as an Exhibit to the Company’s [removed: current] [added: quarterly] report on Form [removed: 8-K (Date of Report:] [added: 10-Q for the quarter ended] March [removed: 7, 2019)] [added: 31, 2024] and incorporated herein by reference) (Commission File Number [removed: 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787119000202/ss128814_ex0402.htm)] [added: 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000099/dgx03312024ex101.htm)] | | | | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| 4.25* | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex425.htm) | | | | | |
| 10.6* | | | [Amendment No. 2 to Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) (as amended and restated December 1, 2020), effective as of December 9, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex106.htm) | | | | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| 10.9‡* | | | [Amended and Restated Quest Diagnostics Incorporated Executive Officer Severance Plan, as amended November 12, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex109.htm) | | | | | |
| 10.11* | | | [Amendment No. 1 to The Quest Diagnostics Profit Sharing Plan, dated as of December 9, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex1011.htm) | | | | | |
| 10.16† | | | [Equity Purchase Agreement, dated as of July 2, 2024, by and among the Company and 1000923563 Ontario Inc., a subsidiary of the Company, and Borealis Infrastructure Corporation, a corporation incorporated under the federal laws of Canada, BPC Health Trust, a trust organized under the laws of the Province of Ontario, LifeLabs Inc, a corporation incorporated under the federal laws of Canada, and BPC Lab Finance LP, an Ontario limited partnership (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ending June 30, 2024 and incorporated herein by reference)(Commission File Number 001-12215)](https://www.sec.gov/Archives/edgar/data/1022079/000102207924000156/dgx06302024ex101.htm) | | | | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| 99.13* | | | [Amendment No. 9 to Sixth Amended and Restated Credit and Security Agreement, dated as of August 8, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9913.htm) | | | | | |
| 99.14* | | | [Amendment No. 10 to Sixth Amended and Restated Credit and Security Agreement, dated as of November 20, 2024](https://www.sec.gov/Archives/edgar/data/1022079/000102207925000044/dgx12312024ex9914.htm) | | | | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| † | | | Certain information contained in this exhibit, marked by \[*\], has been omitted because it (i) is not material and (ii) is the type of information that we treat as private or confidential. | | | | | |
| | | | | | | | | |
| 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) | | | | | |
| 99.5 | | | [Amendment No. 1 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 26, 2018 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 4, 2020) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9904.htm) | | | | | |
| 99.6 | | | [Amendment No. 2 to Sixth Amended and Restated Credit and Security Agreement, dated as of June 14, 2019 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 4, 2020) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9905.htm) | | | | | |
| 99.7 | | | [Amendment No. 3 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 25, 2019 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 4, 2020) and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000094787120000426/ss171981_ex9906.htm) | | | | | |
| 99.10 | | | [Amendment No. 6 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 21, 2021 (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/dgx12312021ex999.htm) | | | | | |
| 99.11 | | | [Amendment No. 7 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 20, 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/dgx12312022ex9910.htm) | | | | | |
| 99.12 | | | [Amendment No. 8 to Sixth Amended and Restated Credit and Security Agreement, dated as of October 19, 2023 (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000157/dgx09302023ex991.htm) | | | | | |
| 99.13 | | | [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) | | | | | |
| 99.14 | | | [Amendment No. 1, dated as of March 31, 2023, relating to the Third Amended and Restated Credit Agreement, dated as of November 23, 2021, 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 Amended and Restated Credit Agreement (filed as an Exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference) (Commission File Number 001-12215)](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000093/dgx03312023ex991.htm) | | | | | |
| 99.15 | | | [Group Joinder Agreement, among Reprosource Fertility Diagnostics, Inc., Blueprint Genetics, Inc., and Mid America Clinical Laboratories, LLC, dated as of August 13, 2021, related to the Fourth Amended and Restated Receivables Sales Agreement, dated October 28, 2015, among Quest Diagnostics Incorporated and certain of its subsidiaries](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9912.htm) [](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9912.htm)[(](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9912.htm)[f](http://www.sec.gov/Archives/edgar/data/1022079/000102207923000018/dgx12312022ex9912.htm)[iled 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/dgx12312022ex9912.htm) | | | | | |
An excerpt. Shown here: 40 of 76 rewritten, all 13 added and all 11 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
660 rewritten, 452 added, 134 removed, 1,373 unchanged
[removed: [Table](#iea2aa61632514669aeb8dead5a8c03c1_7) [of](#iea2aa61632514669aeb8dead5a8c03c1_7) [Contents](#iea2aa61632514669aeb8dead5a8c03c1_7)][added: [Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)]
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 22, 2024.][added: 20, 2025.]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 22, 2024.][added: 20, 2025.]
We offer broad access to clinical testing through a [removed: nationwide] network of laboratories, patient service centers, phlebotomists in physician offices, and our connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals.
During [removed: 2023,] [added: 2024,] we processed approximately [removed: 206] [added: 217] million test requisitions through our extensive laboratory network.
[removed: Clinical testing is used for predisposition, screening, monitoring, diagnosis, prognosis and treatment choices of diseases and other medical conditions.We] [added: 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 customers, including physicians, hospitals, and consumers, can be affected by factors such as changes in the [removed: 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.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net revenues | | | [removed: $9,252] [added: $9,872] | | | | | | [removed: $9,883] [added: $9,252] | | | | | | [removed: $10,788] [added: $9,883] | | |
| DIS revenues | | | [removed: $8,976] [added: $9,614] | | | | | | [removed: $9,609] [added: $8,976] | | | | | | [removed: $10,494] [added: $9,609] | | |
| Revenue per requisition change | | | [removed: (5.9)%] [added: 1.3%] | | | | | | [removed: (4.5)%] [added: (5.9)%] | | | | | | [removed: (1.6)%] [added: (4.5)%] | | |
| Requisition volume change | | | [removed: (0.6)%] [added: 5.5%] | | | | | | [removed: (4.5)%] [added: (0.6)%] | | | | | | [removed: 16.5%] [added: (4.5)%] | | |
| Organic requisition volume change | | | [removed: (1.0)%] [added: 0.7%] | | | | | | [removed: (5.1)%] [added: (1.0)%] | | | | | | [removed: 13.6%] [added: (5.1)%] | | |
| DS revenues | | | [removed: $276] [added: $258] | | | | | | [removed: $274] [added: $276] | | | | | | [removed: $294] [added: $274] | | |
| Operating income | | | [removed: $1,262] [added: $1,346] | | | | | | [removed: $1,428] [added: $1,262] | | | | | | [removed: $2,381] [added: $1,428] | | |
| Net income attributable to Quest Diagnostics | | | [removed: $854] [added: $871] | | | | | | [removed: $946] [added: $854] | | | | | | [removed: $1,995] [added: $946] | | |
| Diluted earnings per share | | | [removed: $7.49] [added: $7.69] | | | | | | [removed: $7.97] [added: $7.49] | | | | | | [removed: $15.55] [added: $7.97] | | |
| Net cash provided by operating activities | | | [removed: $1,272] [added: $1,334] | | | | | | [removed: $1,718] [added: $1,272] | | | | | | [removed: $2,233] [added: $1,718] | | |
| Capital expenditures | | | [removed: $408] [added: $425] | | | | | | [removed: $404] [added: $408] | | | | | | [removed: $403] [added: $404] | | |
For further discussion of the year-over-year changes for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] see "Results of Operations" below.
Acquisition of select assets of the [added: outreach] laboratory services business of [removed: New York-Presbyterian][added: OhioHealth]
On [removed: April 17, 2023,] [added: October 13, 2024,] we [removed: completed the acquisition of] [added: acquired] select assets of the [added: outreach] laboratory services business of [removed: New York-Presbyterian,] [added: OhioHealth,] which serves providers and patients in [removed: New York, as well as the tri-state area and beyond,] [added: Ohio,] in an [removed: all cash] [added: all-cash] transaction for [removed: $275] [added: $200] million.
For further details, see [removed: Note] [added: Notes] 6 to the audited consolidated financial statements.
[removed: The acquisition was] [added: On February 1, 2022, the Company acquired Pack Health, LLC, a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in] an [removed: all-cash] [added: all cash] transaction for [removed: $392] [added: $123] million, net of [removed: $1] [added: $4] million [removed: of] cash acquired, which consisted of cash consideration of [removed: $304] [added: $105] million and contingent consideration initially estimated at [removed: $88] [added: $18] million.
For further [removed: details,] [added: details regarding our debt,] see [removed: Notes 6] [added: Note 13] and [removed: 8] [added: Note 15] to the audited consolidated financial statements.
We expect to use the [added: balance of the] net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness, including our [removed: $300 million aggregate principal amount of 4.25%] [added: 3.50%] senior notes due [removed: April 2024.][added: March 2025.]
For further details regarding our [removed: debt,] [added: share repurchases,] see Note [removed: 14] [added: 16] to the audited consolidated financial statements.
For the year ended December 31, [removed: 2023,] [added: 2024,] we incurred [removed: $43] [added: $62] million of pre-tax charges in connection with [removed: our Invigorate program and other] restructuring [added: and integration] activities, including [removed: $25] [added: $28] million of employee separation costs, with the remainder [removed: primarily consisting of] [added: including] integration costs.
Additional restructuring [added: and integration] charges may be incurred in future periods, including as we identify additional opportunities to achieve further savings and productivity improvements.
The healthcare system in the United States continues to evolve and industry [added: and regulatory] change is likely to be extensive.
[removed: In both 2023 and 2022, we derived] approximately [removed: 3%] [added: 5% and 3%, respectively,] of our consolidated net revenues from capitated payment [added: arrangements and in 2024 and 2023, we derived approximately 11% and 9%, respectively, of our testing volume from capitated payment] arrangements.
PAMA calls for further revision of the CLFS for years after 2020, based on future surveys of market rates; reimbursement reduction from [removed: 2025] [added: 2026] - [removed: 2027] [added: 2028] is capped by PAMA at 15% annually.
PAMA's next data collection and reporting period have been delayed, most recently by federal legislation adopted in [removed: 2023,] [added: 2024,] which further delayed the reimbursement rate reductions and reporting requirements until January 1, [removed: 2025.][added: 2026.]
[removed: Recent and potentially on-going] [added: 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.
The following table shows the approximate percentage of our total requisition volume and net revenues associated with our DIS business during [removed: 2023] [added: 2024] applicable to each payer customer group:
| Healthcare insurers | | | [removed: 47%] [added: 46%] | | | | | | 40% | | |
| Government payers | | | [removed: 10] [added: 12] | | | | | | [removed: 11] [added: 13] | | |
| Client payers | | | [removed: 42] [added: 39] | | | | | | [removed: 34] [added: 33] | | |
| Patients * | | | 1 | | | | | | [removed: 12] [added: 11] | | |
| Total DIS | | | [removed: 100%] [added: 98%] | | | | | | 97% | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| /s/Robert B. Carter Robert B. Carter | | | | | | Director | | |
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
Clinical testing is used for predisposition, screening, monitoring, diagnosis, prognosis and treatment choices of diseases and other medical conditions.
2024 Highlights
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco")
On February 12, 2024, we acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million.
On June 10, 2024, we acquired select assets of PathAI Diagnostics, a business that provides anatomic and digital pathology laboratory services, in an all-cash transaction for $100 million.
Acquisition of all of the issued and outstanding common shares of LifeLabs Inc. and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs")
On August 23, 2024, we acquired LifeLabs in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion).
LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada.
The acquired business is included in our DIS business.
On September 16, 2024, we acquired select assets of the outreach laboratory services business of Allina, which serves providers and patients in Minnesota and Wisconsin, in an all-cash transaction for $230 million.
The acquired business is included in our DIS business.
Acquisition of the laboratory business of three physician groups in New York
On September 30, 2024, we acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million.
The acquired business is included in our DIS business.
The acquired business is included in our DIS business.
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
Acquisition of the outreach laboratory services business of University Hospitals
On December 30, 2024, we acquired the outreach laboratory services business of University Hospitals, which serves providers and patients in Ohio, in an all-cash transaction for $183 million.
The acquired business is included in our DIS business.
In August 2024, we completed a $1.85 billion senior notes offering, consisting of $400 million aggregate principal amount of 4.60% senior notes due December 2027 (the "2027 Senior Notes"), $600 million aggregate principal amount of 4.625% senior notes due December 2029 (the "2029 Senior Notes") and $850 million aggregate principal amount of 5.00% senior notes due December 2034 (the "2034 Senior Notes," and together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes").
We used a portion of the net proceeds from the Senior Notes offering to fund the purchase price and related transaction costs of the acquisition of LifeLabs (see above for further details).
In 2024 and 2023, we derived
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
The increases from 2023 to 2024 were principally due to LifeLabs, which has revenues generated from various capitated arrangements with the government.
Following the Presidential election and changes in leadership at healthcare related regulatory bodies, we expect there to be changes with respect to the regulatory environment applicable to our business and these changes may be significant.
It is unclear, at this time, the extent of these changes and the impact such changes will have on our business.
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
| Total DIS | | | 98% | | |
Collection of our net revenues from healthcare insurers is normally a function of providing complete and correct
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
Reimbursements from government payers in Canada are based on a combination of fee-for-service schedules, with a cap on maximum billings, and capitated arrangements.
Any professional liability litigation could also
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
[Table](#iee835ac67d7447fda6a9f234ebacff12_7) [of](#iee835ac67d7447fda6a9f234ebacff12_7) [Contents](#iee835ac67d7447fda6a9f234ebacff12_7)
unit is less than its carrying value, then we are required to perform the quantitative goodwill impairment test.
For the year ended December 31, 2024, we performed a qualitative assessment for our DIS and risk assessment services reporting units.
| /s/Gail R. Wilensky Gail R. Wilensky | | | | | | Director | | |
2023 Highlights
| Base business revenues (a) | | | $9,029 | | | | | | $8,429 | | | | | | $8,018 | | |
| COVID-19 testing revenues | | | $223 | | | | | | $1,454 | | | | | | $2,770 | | |
(a) Excludes COVID-19 testing.
The impact that the COVID-19 pandemic had on our DIS revenues, including requisition volume and revenue per requisition, are discussed further below under "Results of Operations".
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.
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").
In 2023 and 2022, we derived approximately 9% and 8%, respectively, of our testing volume from capitated payment arrangements.
If any capitated
cash flows, long-term growth rates, discount rates that are commensurate with economic risks, assumed income tax rates and estimates of capital expenditures and working capital.
| DIS business | | | $ | 8,976 | | | | | $ | 9,609 | | | | | | | | | | | $ | (633) | | | | | | | | | | | (6.6) | | % | | | | | | |
| DS businesses | | | 276 | | | | | | 274 | | | | | | | | | | | | 2 | | | | | | | | | | | | 0.7 | | | | | | | | |
For the year ended December 31, 2023, the year-over-year change in diluted weighted average common shares outstanding was principally driven by share repurchases, which positively benefited the year-over-year comparison of diluted earnings per share.
- an income tax benefit of $18 million, recorded in income tax expense, or $0.14 per diluted share, due to a cumulative adjustment to state deferred tax liabilities related to depreciation expense; and
- Revenue per requisition decreased by 5.9% compared to the prior year driven by the decrease in COVID-19 molecular testing.
The decrease was primarily driven by lower collection and supplies expenses associated with reduced COVID-19 testing volumes and, to a lesser extent, lower performance-based compensation, partially offset by wage and benefits increases.
SG&A decreased by $232 million for the year ended December 31, 2023, compared to the prior year, primarily driven by lower contributions and other financial support through Quest for Health Equity, lower compensation costs (including a reduction in headcount and performance-based compensation, partially offset by wage increases) and lower marketing expenses, partially offset by $45 million of higher costs associated with changes in the value of our deferred compensation obligations.
For the year ended December 31, 2023, amortization expense was $12 million lower than the prior year primarily due to the prior year including an adjustment to the useful life of a customer-related intangible asset.
For the year ended December 31, 2022, other operating expense, net includes a $14 million impairment charge on certain property, plant and equipment and a $5 million loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions, partially offset by a $10 million gain from a payroll tax credit under the CARES Act associated with the retention of employees.
The year ended December 31, 2022 includes an $18 million income tax benefit due to a cumulative adjustment to state deferred tax liabilities related to depreciation expense, which impacted the effective income tax rate by 1.5%.
The agreements were entered into to hedge a portion of our interest rate exposure associated with variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance of debt and were accounted for as cash flow hedges.
These gains are deferred in stockholders' equity, net of taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over a ten-year period.
- lower operating income in 2023 as compared to 2022; and
- a year-over-year change in the timing and extent of the collection of COVID-19 testing revenues.
The $1,892 million change in net cash provided by (used in) financing activities was primarily a result of a $1,133 million decrease in share repurchases and, to a lesser extent, 2023 including $750 million of proceeds from the issuance of the 2033 Senior Notes (see "2023 Highlights" for further discussion).
In February 2023, our Board of Directors increased the size of our share repurchase program by $1 billion.
Issued letters of credit reduce the available borrowing capacity under the facility.
For further details regarding our credit facilities, see Note 14 to the audited consolidated financial statements.
The portfolio approach includes the following groups of customers: healthcare insurers, government payers, client payers and patients (24%, 7%, 45% and 20% of consolidated net accounts receivable as of December 31, 2023, respectively, as disclosed by management).
The DIS business accounted for 96% of consolidated net accounts receivable ($1,210 million) as of December 31, 2023.
| | | | February 22, 2024 | | |
| Cost of services | | | 6,199 | | | | | | 6,450 | | | | | | 6,579 | | |
| Net change in available-for-sale debt securities, net of taxes | | | — | | | | | | — | | | | | | (7) | | |
| Gain on disposition of joint venture | | | — | | | | | | — | | | | | | (314) | | |
| Proceeds from disposition of joint venture | | | — | | | | | | — | | | | | | 755 | | |
| (Increase) decrease in investments and other assets, net | | | (42) | | | | | | 5 | | | | | | — | | |
| Balance, December 31, 2020 | | | 133 | | | $ | 2 | | $ | 2,841 | | $ | 9,303 | | $ | (21) | | $ | (5,366) | | $ | 50 | | $ | 6,809 | | | | | | | | $ | 82 | |
An excerpt. Shown here: 40 of 660 rewritten, 40 of 452 added and 40 of 134 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2024 filing and the FY2023 filing.