Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-12215

Quest Diagnostics Incorporated


Delaware			16-1387862
(State of Incorporation)			(I.R.S. Employer Identification Number)
500 Plaza Drive
Secaucus,	NJ	07094
(973)	520-2700

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DGX	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 15, 2024, there were outstanding 111,615,181 shares of the registrant’s common stock, $.01 par value.

Table of Contents

PART I - FINANCIAL INFORMATION


		Page
Item 1. Financial Statements (unaudited)

	Index to unaudited consolidated financial statements filed as part of this report:

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	2

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	3

	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	5

	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	6

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3. Quantitative and Qualitative Disclosures About Market Risk

	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	41

Item 4. Controls and Procedures

	Controls and Procedures	41

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

(in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues	$	2,488	$	2,295	$	7,251	$	6,964

Operating costs and expenses and other operating income:
Cost of services	1,677		1,541		4,865		4,647
Selling, general and administrative	448		380		1,304		1,235
Amortization of intangible assets	32		27		90		81

Other operating expense, net	1		5		7		6
Total operating costs and expenses, net	2,158		1,953		6,266		5,969

Operating income	330		342		985		995

Other income (expense):
Interest expense, net	(49)		(40)		(136)		(112)
Other income (expense), net	15		(3)		27		10
Total non-operating expense, net	(34)		(43)		(109)		(102)

Income before income taxes and equity in earnings of equity method investees	296		299		876		893
Income tax expense	(65)		(68)		(205)		(208)
Equity in earnings of equity method investees, net of taxes	6		6		14		18


Net income	237		237		685		703
Less: Net income attributable to noncontrolling interests	11		12		36		41
Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662






Earnings per share attributable to Quest Diagnostics’ common stockholders:


Basic	$	2.01	$	1.99	$	5.80	$	5.87




Diluted	$	1.99	$	1.96	$	5.74	$	5.79

Weighted average common shares outstanding:
Basic	112		112		111		112

Diluted	113		114		112		114

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	237	$	237	$	685	$	703

Other comprehensive income (loss):
Foreign currency translation adjustment	1		(4)		(4)		1

Net deferred gain on cash flow hedges, net of taxes	3		—		3		—

Other comprehensive income (loss) income	4		(4)		(1)		1

Comprehensive income	241		233		684		704
Less: Comprehensive income attributable to noncontrolling interests	11		12		36		41
Comprehensive income attributable to Quest Diagnostics	$	230	$	221	$	648	$	663

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

(unaudited)

(in millions, except per share data)


	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	764	$	686
Accounts receivable, net of allowance for credit losses of $29 and $27 as of September 30, 2024 and December 31, 2023, respectively	1,376		1,210
Inventories	184		190
Prepaid expenses and other current assets	299		286

Total current assets	2,623		2,372
Property, plant and equipment, net	2,093		1,816
Operating lease right-of-use assets	661		602
Goodwill	8,605		7,733
Intangible assets, net	1,716		1,166
Investments in equity method investees	125		135
Other assets	272		198

Total assets	$	16,095	$	14,022

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,313	$	1,359
Current portion of long-term debt	603		303
Current portion of long-term operating lease liabilities	176		153

Total current liabilities	2,092		1,815
Long-term debt	5,648		4,410
Long-term operating lease liabilities	543		503
Other liabilities	891		876

Commitments and contingencies
Redeemable noncontrolling interest	80		76
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2024 and December 31, 2023; 162 shares issued as of both September 30, 2024 and December 31, 2023	2		2
Additional paid-in capital	2,332		2,320
Retained earnings	9,222		8,825
Accumulated other comprehensive loss	(15)		(14)
Treasury stock, at cost; 50 shares and 51 shares as of September 30, 2024 and December 31, 2023, respectively	(4,732)		(4,826)
Total Quest Diagnostics stockholders’ equity	6,809		6,307
Noncontrolling interests	32		35
Total stockholders’ equity	6,841		6,342
Total liabilities and stockholders’ equity	$	16,095	$	14,022

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	685	$	703
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	358		330
Provision for credit losses	4		—
Deferred income tax benefit	(21)		(39)
Stock-based compensation expense	61		58


Other, net	17		12
Changes in operating assets and liabilities:
Accounts receivable	(140)		(86)
Accounts payable and accrued expenses	(102)		(231)
Income taxes payable	31		—

Other assets and liabilities, net	(23)		(2)
Net cash provided by operating activities	870		745

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(1,781)		(611)


Capital expenditures	(302)		(336)


Other investing activities, net	37		—
Net cash used in investing activities	(2,046)		(947)

Cash flows from financing activities:
Proceeds from borrowings	1,846		1,703
Repayments of debt	(302)		(1,426)

Exercise of stock options	52		60
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(24)		(28)
Dividends paid	(247)		(234)
Distributions to noncontrolling interest partners	(35)		(41)


Other financing activities, net	(36)		(4)
Net cash provided by financing activities	1,254		30

Net change in cash and cash equivalents and restricted cash	78		(172)

Cash and cash equivalents and restricted cash, beginning of period	686		315
Cash and cash equivalents and restricted cash, end of period	$	764	$	143

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

(in millions)


For the Three Months Ended September 30, 2024		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity
Balance, June 30, 2024	111	$	2	$	2,314	$	9,080	$	(19)	$	(4,760)	$	39	$	6,656
Net income						226						10		236
Other comprehensive income, net of taxes								4						4
Dividends declared						(84)								(84)
Distributions to noncontrolling interest partners												(17)		(17)
Issuance of common stock under benefit plans				1						6				7
Stock-based compensation expense				19										19
Exercise of stock options	1			1						23				24
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans										(1)				(1)

Acquisition of additional ownership interest in subsidiary				(3)										(3)
Balance, September 30, 2024	112	$	2	$	2,332	$	9,222	$	(15)	$	(4,732)	$	32	$	6,841

For the Nine Months Ended September 30, 2024		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity
Balance, December 31, 2023	111	$	2	$	2,320	$	8,825	$	(14)	$	(4,826)	$	35	$	6,342
Net income						649						32		681
Other comprehensive loss, net of taxes								(1)						(1)
Dividends declared						(252)								(252)
Distributions to noncontrolling interest partners												(35)		(35)
Issuance of common stock under benefit plans				(40)						60				20
Stock-based compensation expense				61										61
Exercise of stock options	1									52				52
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(6)						(18)				(24)
Acquisition of additional ownership interest in subsidiary				(3)										(3)

Balance, September 30, 2024	112	$	2	$	2,332	$	9,222	$	(15)	$	(4,732)	$	32	$	6,841

The accompanying notes are an integral part of these statements.

Table of Contents


For the Three Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity
Balance, June 30, 2023	112	$	2	$	2,284	$	8,566	$	(16)	$	(4,587)	$	38	$	6,287
Net income						225						11		236
Other comprehensive loss, net of taxes								(4)						(4)
Dividends declared						(80)								(80)
Distributions to noncontrolling interest partners												(11)		(11)
Issuance of common stock under benefit plans				1						4				5
Stock-based compensation expense				18										18
Exercise of stock options				(1)						13				12



Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463

For the Nine Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity
Balance, December 31, 2022	111	$	2	$	2,295	$	8,290	$	(21)	$	(4,673)	$	37	$	5,930
Net income						662						37		699
Other comprehensive income, net of taxes								1						1
Dividends declared						(241)								(241)
Distributions to noncontrolling interest partners												(36)		(36)
Issuance of common stock under benefit plans	1			(40)						60				20
Stock-based compensation expense				58										58
Exercise of stock options				(1)						61				60
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(10)						(18)				(28)


Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in millions, unless otherwise indicated)

1. DESCRIPTION OF BUSINESS

Background

Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") work across the healthcare ecosystem to create a healthier world, one life at a time. The Company's diagnostic information services ("DIS") business provides diagnostic insights from the results of its laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, the diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. In the right hands and with the right context, the diagnostic insights can inspire actions that transform lives and create a healthier world. The Company provides services to a broad range of customers within its primary customer channels - physicians (including those associated with accountable care organizations and Federally Qualified Health Centers), hospitals, and patients and consumers. Other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories. The Company offers broad access to clinical testing through a nationwide network of laboratories, patient service centers, phlebotomists in physician offices, and connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals. The Company's large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding the Company's tests and test results, and help them best utilize Quest Diagnostics' services to improve outcomes and enhance satisfaction. The Company's Diagnostic Solutions ("DS") group, which represents the balance of the Company's consolidated net revenues, includes the Company's risk assessment services business, which offers solutions for insurers, and the Company's healthcare information technology businesses, which offer solutions for healthcare providers and payers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The accounting policies of the Company are the same as those set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings Per Share

The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"), if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.

New Accounting Standards to be Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"). The pronouncement is effective for annual filings for the year ended December 31, 2024 and for interim periods within the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

In December 2023, the FASB issued a new accounting standard which will require companies to make additional income tax disclosures. The pronouncement is effective for annual filings for the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements:

•capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise;

•capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and

•whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans.

The footnote disclosures are effective for annual filings for the year ended December 31, 2025. The Company is currently evaluating the impact of the adoption of the rule.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

3. EARNINGS PER SHARE

The computation of basic and diluted earnings per common share was as follows (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amounts attributable to Quest Diagnostics’ common stockholders:




Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662
Less: Earnings allocated to participating securities	1		2		3		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	225	$	223	$	646	$	658

Weighted average common shares outstanding – basic	112		112		111		112
Effect of dilutive securities:
Stock options and performance share units	1		2		1		2
Weighted average common shares outstanding – diluted	113		114		112		114

Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	2.01	$	1.99	$	5.80	$	5.87




Diluted	$	1.99	$	1.96	$	5.74	$	5.79

The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Stock options and performance share units	—	1	1	—

4. RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

Invigorate Program

The Company is engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement. The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from the current inflationary environment, including labor and benefit cost increases and reimbursement pressures. The Company is leveraging automation and artificial intelligence to improve productivity and also improve quality across the entire value chain, not just in the laboratory. Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

Restructuring and Impairment Charges

The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2024 and 2023:

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Employee separation costs	$	7	$	1	$	21	$	17
Asset impairment charges	—		—		—		5
Total restructuring and impairment charges	$	7	$	1	$	21	$	22

The restructuring and impairment charges incurred for both the three and nine months ended September 30, 2024 were associated with various workforce reduction initiatives as the Company continued to restructure its organization. Of the total restructuring and impairment charges incurred during the three months ended September 30, 2024, $4 million and $3 million were recorded in cost of services and selling, general and administrative expenses, respectively. Of the total restructuring and impairment charges incurred during the nine months ended September 30, 2024, $12 million and $9 million were recorded in cost of services and selling, general and administrative expenses, respectively.

The restructuring and impairment charges incurred for both the three and nine months ended September 30, 2023 were primarily associated with various workforce reduction initiatives as the Company continued to restructure its organization. Additionally, during the nine months ended September 30, 2023, the Company recorded an impairment charge for a corporate facility that was held for sale. All of the restructuring and impairment charges incurred during the three months ended September 30, 2023 were recorded in cost of services. Of the total restructuring and impairment charges incurred during the nine months ended September 30, 2023, $10 million and $12 million were recorded in cost of services and selling, general and administrative expenses, respectively.

Charges for all periods presented were primarily recorded in the Company's DIS business.

The restructuring liability as of September 30, 2024 and December 31, 2023, which is included in accounts payable and accrued expenses, was $16 million and $12 million, respectively.

5. BUSINESS ACQUISITIONS

During the nine months ended September 30, 2024, the Company completed acquisitions for an aggregate purchase price of $1.8 billion (including contingent consideration initially estimated at $6 million), net of cash acquired, including the acquisitions discussed below. Of such amount, $30 million was prepaid during the twelve months ended December 31, 2023. In the Company's consolidated statement of cash flows for the nine months ended September 30, 2024, such $30 million is included in business acquisitions, net of cash acquired, with a corresponding offset in other investing activities.

The acquisitions preliminarily resulted in goodwill of $872 million, $590 million of which is deductible for tax purposes. See the table below for a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco")

On February 12, 2024, the Company acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million.

Acquisition of select assets of PathAI Diagnostics

On June 10, 2024, the Company 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 LifeLabs

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

On August 23, 2024, the Company 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") in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion), net of cash acquired. LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada. The acquisition price is subject to a customary net working capital adjustment. The Company funded the acquisition with a portion of the net proceeds from the issuance of senior notes (see Note 7 for further details).

Following the acquisition in August 2024, LifeLabs contributed $74 million to the Company's consolidated net revenues for the period ending September 30, 2024.

The purchase price allocation in the table below is based upon a preliminary valuation and the Company's estimates and assumptions are subject to change within the measurement period as the valuation is finalized. Management is currently in the process of verifying data and finalizing information related to the valuation and recording of identifiable intangible assets, certain other assets and liabilities, and the corresponding effect on the amount of goodwill.

The fair value of the customer related intangible assets in the table below were determined using a multi-period excess earnings method, a form of the income approach, utilizing discount rates ranging from 13.0% to 14.0%. The fair value of the trade name intangible asset in the table below was determined using a relief from royalty method, utilizing a 12.0% discount rate.

Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information reflects the consolidated statement of operations of the Company as if the acquisition of LifeLabs had occurred as of January 1, 2023. The pro forma information includes adjustments primarily related to the amortization of acquired intangible assets (see below), interest expense associated with debt of LifeLabs which was extinguished prior to the acquisition, interest expense associated with senior notes issued to fund the acquisition (see Note 7), the impact on depreciation expense of recording acquired property, plant and equipment at fair value (see below), and transaction costs related to the LifeLabs acquisition. The pro forma combined financial information does not include the estimated annual synergies expected to be realized upon completion of the integration of LifeLabs and therefore is not indicative of the results of operations as they would have been had the transaction been effected on the assumed date.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Pro forma net revenues	$	2,588	$	2,461	$	7,700	$	7,471

Pro forma net income attributable to Quest Diagnostics	$	222	$	225	$	647	$	661

Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic	$	1.97	$	1.99	$	5.78	$	5.87
Diluted	$	1.95	$	1.97	$	5.72	$	5.79

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

On September 16, 2024, the Company 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.

Acquisition of the laboratory business of three physician groups in New York

On September 30, 2024, the Company acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The acquisitions were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed were recorded based on their estimated fair values as of the closing dates. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with the acquisitions has been allocated to the Company's DIS business (for further details regarding business segment information, see Note 12). The following table provides a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total

Cash and cash equivalents	$	50	$	—	$	—	$	—	$	50
Accounts receivable	30		—		—		—		30
Other current assets	23		—		—		2		25
Property, plant and equipment	255		—		—		4		259
Finance lease assets (recorded in property, plant and equipment)	—		—		—		17		17
Operating lease right-of-use assets	67		—		—		17		84
Goodwill	300		243		175		154		872

Intangible assets	434		57		55		95		641
Other assets	36		—		—		—		36

Total assets acquired	1,195		300		230		289		2,014

Accounts payable and accrued expenses	67		—		—		—		67

Current portion of long-term operating lease liabilities	17		—		—		4		21
Finance lease liabilities (recorded in long-term debt)	—		—		—		17		17
Long-term operating lease liabilities	50		—		—		13		63
Other liabilities	8		—		—		7		15

Total liabilities assumed	142		—		—		41		183

Net assets acquired	$	1,053	$	300	$	230	$	248	$	1,831

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The preliminary fair values of the acquired intangible assets are as follows:


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total		Weighted Average Useful Life (in years)
Customer related	$	335	$	57	$	55	$	95	$	542	15 - 25
Trade name	99		—		—		—		99		15
	$	434	$	57	$	55	$	95	$	641

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

Except for the acquisition of LifeLabs (see above), supplemental pro forma combined financial information, and financial information subsequent to the acquisition close dates, has not been presented as the impact of the other acquisitions is not material to the Company's consolidated financial statements. Additionally, for such other acquisitions, it is impracticable to provide this financial information due to a variety of factors, including access to historical information and the operations of the acquirees being significantly integrated into the Company's cost structure shortly after the closing of the acquisitions.

During June 2024, the Company entered into a definitive agreement to acquire select assets of the outreach laboratory services business of OhioHealth, which serves providers and patients in Ohio. The transaction closed during October 2024. See Note 14 for further discussion.

During August 2024, the Company entered into a definitive agreement to acquire the outreach laboratory services business of University Hospitals, which serves providers and patients in Ohio. The transaction, which is expected to close in the fourth quarter of 2024, remains subject to customary closing conditions.

For details regarding the Company's 2023 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

6. FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis:


			Basis of Fair Value Measurements

			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2024	Total		Level 1		Level 2		Level 3
Assets:

Deferred compensation trading securities	$	79	$	79	$	—	$	—
Cash surrender value of life insurance policies	64		—		64		—




Total	$	143	$	79	$	64	$	—

Liabilities:
Deferred compensation liabilities	$	147	$	—	$	147	$	—


Contingent consideration	113		—		—		113

Total	$	260	$	—	$	147	$	113

Redeemable noncontrolling interest	$	80	$	—	$	—	$	80


			Basis of Fair Value Measurements
December 31, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	70	$	70	$	—	$	—
Cash surrender value of life insurance policies	55		—		55		—

Available-for-sale debt securities	2		—		—		2



Total	$	127	$	70	$	55	$	2

Liabilities:
Deferred compensation liabilities	$	131	$	—	$	131	$	—

Contingent consideration	104		—		—		104



Total	$	235	$	—	$	131	$	104

Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

A detailed description regarding the Company's fair value measurements is contained in Note 8 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

The Company offers certain employees the opportunity to participate in a non-qualified supplemental deferred compensation plan. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs. A

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the trading securities.

The Company offers certain employees the opportunity to participate in a non-qualified deferred compensation program. A participant's deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program's liability. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments. Changes in the fair value of the deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the deferred compensation obligation are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the hypothetical investments. Deferrals under the plan currently may only be made by participants who made deferrals under the plan in 2017.

The Company's available-for-sale debt securities are measured at fair value using discounted cash flows. These fair value measurements are classified within Level 3 of the fair value hierarchy as the fair value is based on significant inputs that are not observable. Significant inputs include cash flows projections and a discount rate.

During June 2023, the Company acquired Haystack Oncology, Inc. ("Haystack"), 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. In connection with the acquisition there is a contingent consideration obligation under which 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 the Company receiving reimbursement coverage from the Centers for Medicare and Medicaid Services ("CMS"). The portion of the contingent consideration obligation which is dependent upon the achievement of certain revenue benchmarks was measured at fair value using a Monte Carlo method and is classified within Level 3 of the fair value hierarchy as the fair value is determined based on significant inputs that are not observable. Significant inputs include management’s estimate of revenue and other market inputs, including comparable company revenue volatility (40%) and a discount rate (10.5%). The portion of the contingent consideration obligation which is dependent upon the Company receiving reimbursement coverage from the CMS is also classified within Level 3 of the fair value hierarchy as the fair value is principally determined based on management's estimate, which is a significant input that is not observable. Additionally, the fair value of the entire contingent consideration obligation is also impacted by a market discount rate (5%) which adjusts the estimated payments to present value. The fair value of the contingent consideration obligation is not overly sensitive to movements in the comparable company revenue volatility or the discount rate used for the portion of the obligation that is dependent upon the achievement of certain revenue benchmarks. For example, changing the comparable company revenue volatility from 40% to 30% impacts the fair value by $8 million (assuming no other inputs are modified) and changing the discount rate from 10.5% to 7.0% impacts the fair value by $4 million (assuming no other inputs are modified).

The Company has additional contingent consideration obligations in connection with other acquisitions. The liabilities related to such obligations are included in the amounts below.

The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3):


	Contingent Consideration

Balance, December 31, 2023	$	104
Purchases, additions and issuances	6
Settlements	(6)
Total fair value adjustments included in earnings - realized/unrealized	9


Balance, September 30, 2024	$	113

The $9 million net loss included in earnings associated with the change in the fair value of contingent consideration for

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

the nine months ended September 30, 2024 is reported in other operating expense, net.

Of the aggregate $113 million contingent consideration obligation as of September 30, 2024, $85 million and $28 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet. Of the aggregate $104 million contingent consideration obligation as of December 31, 2023, $99 million and $5 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet.

In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. As of September 30, 2024, the redeemable noncontrolling interest was presented at its fair value. The fair value measurement of the redeemable noncontrolling interest is classified within Level 3 of the fair value hierarchy because the fair value is based on a discounted cash flow analysis that takes into account, among other items, the joint venture's expected future cash flows, long term growth rates, and a discount rate commensurate with economic risk.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. As of September 30, 2024 and December 31, 2023, the fair value of the Company’s debt was estimated at $6.3 billion and $4.6 billion, respectively. Principally all of the Company's debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates currently offered to the Company with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments.

7. DEBT

Long-term debt (including finance lease obligations) as of September 30, 2024 and December 31, 2023 consisted of the following:


	September 30, 2024		December 31, 2023

4.25% Senior Notes due April 2024	$	—	$	301
3.50% Senior Notes due March 2025	603		606
3.45% Senior Notes due June 2026	504		505
4.60% Senior Notes due December 2027	400		—
4.20% Senior Notes due June 2029	499		499
4.625% Senior Notes due December 2029	599		—
2.95% Senior Notes due June 2030	799		799
2.80% Senior Notes due June 2031	549		550
6.40% Senior Notes due November 2033	750		750
5.00% Senior Notes due December 2034	847		—
6.95% Senior Notes due July 2037	175		175
5.75% Senior Notes due January 2040	246		246
4.70% Senior Notes due March 2045	300		300
Other	17		7
Debt issuance costs	(37)		(25)
Total long-term debt	6,251		4,713
Less: Current portion of long-term debt	603		303
Total long-term debt, net of current portion	$	5,648	$	4,410

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

August 2024 Senior Notes Offering

In August 2024, the Company 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"). The Senior Notes were issued at an aggregate original issue discount of $4 million. The Senior Notes are unsecured obligations of the Company that rank equally with the Company's other senior unsecured obligations and they do not have a sinking fund requirement. The Company incurred $15 million of debt issuance costs associated with the issuance of the Senior Notes, which are included as a reduction of the carrying amount of the Senior Notes and which are being amortized over the terms of the related Senior Notes.

The Company 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 Note 5). The Company expects to use the balance of the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness, including the Company's 3.50% senior notes due March 2025.

Repayment of Senior Notes

During the nine months ended September 30, 2024, the Company repaid in full the outstanding indebtedness under the Company's $300 million of 4.25% senior notes which matured on April 1, 2024.

3.50% Senior Notes due March 2025

The Company has $600 million of 3.50% senior notes due March 2025. The senior notes are included in current portion of long-term debt in the Company's September 30, 2024 consolidated balance sheet. Such notes were included in long-term debt in the Company's December 31, 2023 consolidated balance sheet.

Secured Receivables Credit Facility

The Company is party to a $525 million secured receivables credit facility (the “Secured Receivables Credit Facility”). The entire facility can be used for borrowings. The facility includes an additional $75 million uncommitted accordion. During the three months ended September 30, 2024, the Company utilized the accordion to expand its total capacity under the facility to $600 million. For further discussion of the Secured Receivables Credit Facility, see Note 14 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

Maturities of Long-Term Debt

As of September 30, 2024, long-term debt matures as follows:


Year Ending December 31,
Remainder of 2024	$	—
2025	601
2026	501
2027	401
2028	1
Thereafter	4,789
Total maturities of long-term debt	6,293
Unamortized discount	(11)
Debt issuance costs	(37)
Fair value basis adjustments attributable to hedged debt	6
Total long-term debt	6,251
Less: Current portion of long-term debt	603
Total long-term debt, net of current portion	$	5,648

8. FINANCIAL INSTRUMENTS

The Company uses derivative financial instruments, from time to time, to manage its exposure to market risks for changes in interest rates and foreign currencies. This strategy includes the use of interest rate swap agreements, forward-starting interest rate swap agreements, interest rate lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit-risk-related contingent features or requirements to post collateral.

Interest Rate Risk

The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate and, from time to time, variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has historically entered into interest rate swap agreements.

Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net.

Interest Rate Derivatives – Cash Flow Hedges

From time to time, the Company has entered into various interest rate lock agreements and forward-starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

During the three months ended September 30, 2024, the Company entered into forward-starting interest rate swap agreements with several financial institutions for a total notional amount of $500 million, which were accounted for as cash flow hedges. The agreements were entered into in order to hedge a portion of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance of debt. In connection with the issuance of the Senior Notes these agreements were settled and the Company received $3 million. 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.

Interest Rate Derivatives – Fair Value Hedges

Historically, the Company has entered into various fixed-to-variable interest rate swap agreements in order to convert a portion of the Company's long-term debt into variable interest rate debt. All such fixed-to-variable interest rate swap agreements have been terminated and proceeds from the terminations have been reflected as basis adjustments to the hedged debt instruments and are being amortized as a reduction of interest expense, net over the remaining terms of such debt instruments.

As of September 30, 2024 and December 31, 2023, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt:


	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2024		December 31, 2023
Long-term debt	$	6	$	13

(a) As of both September 30, 2024 and December 31, 2023, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

During October 2024, the Company entered into various fixed-to-variable interest rate swap agreements to convert a portion of the Company's long-term debt into variable interest rate debt. See Note 14 for further details.

A detailed description regarding the Company's use of derivative financial instruments is contained in Note 16 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

9. STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

Stockholders' Equity

Changes in Accumulated Other Comprehensive Loss by Component

Comprehensive income (loss) includes:

•Foreign currency translation adjustments;

•Net deferred gains (losses) on cash flow hedges, which represent deferred gains (losses), net of tax, on interest rate-related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Note 8); and

•Net changes in available-for-sale debt securities, which represent unrealized holding gains (losses), net of tax, on available-for-sale debt securities.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

For the three and nine months ended September 30, 2024 and 2023, the tax effects related to the deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes.

Dividend Program

During each of the first three quarters of 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.75 per common share. During each of the four quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share.

Share Repurchase Program

As of September 30, 2024, $1.0 billion remained available under the Company’s share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

Share Repurchases

For both the nine months ended September 30, 2024 and 2023, the Company repurchased no shares of its common stock.

Shares Reissued from Treasury Stock

For the nine months ended September 30, 2024 and 2023, the Company reissued 1.0 million shares and 1.1 million shares, respectively, from treasury stock under its Employee Stock Purchase Plan and its stock-based compensation program. For details regarding the Company's stock ownership and compensation plans, see Note 18 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Redeemable Noncontrolling Interest

In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. As of September 30, 2024 and December 31, 2023, the redeemable noncontrolling interest was presented at its fair value. For further details regarding the fair value of the redeemable noncontrolling interest, see Note 6.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

10. SUPPLEMENTAL CASH FLOW AND OTHER DATA

Supplemental cash flow and other data for the three and nine months ended September 30, 2024 and 2023 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense	$	93	$	84	$	268	$	249
Amortization expense	32		27		90		81
Depreciation and amortization expense	$	125	$	111	$	358	$	330

Interest expense	$	(58)	$	(41)	$	(154)	$	(117)
Interest income	9		1		18		5
Interest expense, net	$	(49)	$	(40)	$	(136)	$	(112)

Interest paid	$	62	$	17	$	167	$	97
Income taxes paid	$	61	$	99	$	179	$	233

Accounts payable associated with capital expenditures	$	35	$	27	$	35	$	27

Dividends payable	$	84	$	81	$	84	$	81

Businesses acquired:
Fair value of assets acquired	$	1,725	$	2	$	2,014	$	736
Fair value of liabilities assumed	142		—		183		36
Fair value of net assets acquired	1,583		2		1,831		700
Merger consideration payable	—		—		—		(88)
Cash paid for business acquisitions	1,583		2		1,831		612
Less: Cash acquired	50		—		50		1
Business acquisitions, net of cash acquired	$	1,533	$	2	$	1,781	$	611

Leases:




Leased assets obtained in exchange for new operating lease liabilities	$	33	$	42	$	120	$	143

During the nine months ended September 30, 2024 and 2023, other financing activities, net in the Company's consolidated statement of cash flows included changes in bank overdrafts, which are generally settled in cash in the short term, of $(22) million and $15 million, respectively.

11. COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company can issue letters of credit under its secured receivables credit facility and its $750 million senior unsecured revolving credit facility. For further discussion regarding the facilities, see Note 14 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

In support of its risk management program, $73 million in letters of credit under the secured receivables credit facility were outstanding as of September 30, 2024, providing collateral for current and future automobile liability and workers’ compensation loss payments.

Contingent Lease Obligations

The Company remains subject to contingent obligations under certain real estate leases for which no liability has been recorded. For further details, see Note 19 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K.

Certain Legal Matters

The Company may incur losses associated with these proceedings and investigations, but it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, fines, penalties, or other resolution of these proceedings and investigations based on the stage of these proceedings and investigations, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues. The Company has insurance coverage rights in place (limited in amount; subject to deductible) for certain potential costs and liabilities related to these proceedings and investigations.

In 2020, two putative class action lawsuits were filed in the U.S. District Court for New Jersey against the Company and other defendants with respect to the Company’s 401(k) plan. The complaint alleges, among other things, that the fiduciaries of the 401(k) plan breached their duties by failing to disclose the expenses and risks of plan investment options, allowing unreasonable administration expenses to be charged to plan participants, and selecting and retaining high cost and poor performing investments. In October 2020, the court consolidated the two lawsuits under the caption In re: Quest Diagnostics ERISA Litigation and plaintiffs filed a consolidated amended complaint. In May 2021, the court denied the Company's motion to dismiss the complaint. After discovery was completed, the Company filed a motion for summary judgment, which was granted.

On June 3, 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”) had informed the Company and Optum360 LLC that an unauthorized user had access to AMCA’s system between August 1, 2018 and March 30, 2019 (the “AMCA Data Security Incident”). Optum360 provides revenue management services to the Company, and AMCA provided debt collection services to Optum360. AMCA first informed the Company of the AMCA Data Security Incident on May 14, 2019. AMCA’s affected system included financial information (e.g., credit card numbers and bank account information), medical information and other personal information (e.g., social security numbers). Test results were not included. Neither Optum360’s nor the Company’s systems or databases were involved in the incident. AMCA also informed the Company that information pertaining to other laboratories’ customers was also affected. Following announcement of the AMCA Data Security Incident, AMCA sought protection under the U.S. bankruptcy laws. The bankruptcy proceeding has been dismissed.

Numerous putative class action lawsuits were filed against the Company related to the AMCA Data Security Incident. The U.S. Judicial Panel on Multidistrict Litigation transferred the cases that were then still pending to, and consolidated them for pre-trial proceedings in, the U.S. District Court for New Jersey. In November 2019, the plaintiffs in the multidistrict proceeding filed a consolidated putative class action complaint against the Company and Optum360 that named additional individuals as plaintiffs and that asserted a variety of common law and statutory claims in connection with the AMCA Data Security Incident. In January 2020, the Company moved to dismiss the consolidated complaint; the motion to dismiss was granted in part and denied in part. Plaintiffs filed an amended complaint, which the Company also moved to dismiss. The motion was granted in part and denied in part. Discovery is proceeding.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

In addition, a group of state attorney general offices are investigating the Company in connection with the AMCA Data Security Incident. The Company is cooperating with the investigation.

ReproSource Fertility Diagnostics, Inc. (“ReproSource”), a subsidiary of the Company, is subject to two putative class action lawsuits related to a data security incident that occurred in August 2021 in which plaintiffs allege that an unauthorized party accessed or acquired protected health information and personally identifiable information of ReproSource patients. Bickham v. ReproSource Fertility Diagnostics, Inc. is pending in the U.S. District Court for the District of Massachusetts (the "Massachusetts District Court"), and Trouville v. ReproSource Fertility Diagnostics, Inc., which was originally filed in the U.S. District Court for the Eastern District of California, has now been transferred to the Massachusetts District Court. A third case filed in the Massachusetts District Court, Gordon v. ReproSource Fertility Diagnostics, Inc., was consolidated into the Bickham case. The Bickham and Trouville complaints seek to represent a class of all individuals potentially impacted by the August 2021 data security incident, and generally allege that ReproSource, among other claims, failed to adequately safeguard patients’ private information.

On January 10, 2024, ReproSource agreed to settle the Bickham case on a class-wide basis, and the settlement was approved by the District Court on July 25, 2024. The Company’s motion to stay the Trouville case was granted, and the plaintiff agreed to dismiss the case.

The Company is subject to a putative class action entitled Cole, et al. v Quest Diagnostics Incorporated, which was filed in the U. S. District Court for the Eastern District of California, for allegedly conspiring with Facebook to track customers’ internet communications on Company web platforms without authorization, in violation of the California Invasion of Privacy Act and the California Confidentiality of Medical Information Act . The complaint alleged that the Company’s actions were an invasion of privacy and contributed to a loss of value in plaintiffs’ personally identifiable information. The Company moved to dismiss the case or, in the alternative, transfer venue to the U.S. District Court for New Jersey. Subsequently, plaintiffs filed an amended complaint, which the Company also moved to dismiss. The Company's motion to transfer the case was granted. The Company refiled its motion to dismiss with the New Jersey District Court, which was granted in part and denied in part.

As previously disclosed, in August 2011, the Company had received a subpoena from the U.S. Attorney for the Northern District of Georgia seeking various business records, including records related to the Company's compliance program, certain marketing materials, certain product offerings, and certain test ordering and other policies. The Company cooperated with the request. In 2021, a third amended complaint in a qui tam action filed in the U.S. District Court for the Northern District of Georgia was unsealed, which is related to the matter underlying the August 2011 subpoena. Both the U.S. Department of Justice and the State of Georgia declined to intervene in the action. The Company moved to dismiss the complaint and the complaint was dismissed without prejudice in August 2022. The relator subsequently filed a fourth amended complaint, which the Company has moved to dismiss. On August 23, 2024, the district court dismissed the complaint with prejudice. The realtor has filed a notice of appeal.

The Company also received subpoenas from the U.S. Attorney for the District of New Jersey. The subpoenas seek various records relating to the Company’s relationship with the New York Giants and adherence to certain company policies and federal laws. The Company is cooperating with the investigation.

The Company has also received subpoenas from the New York Attorney General’s Office that seek information about, among other things, the ordering and billing of certain test panels to Medicaid programs in New York. The Company is cooperating with the investigation.

Other Legal Matters

In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with the Company's activities as a provider of diagnostic testing, information and services. These actions could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages, and could have an adverse impact on the Company's client base and reputation.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental agencies regarding the Company's business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

The federal or state governments may bring claims based on the Company's current practices, which it believes are lawful. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of government or private payers. The Company is aware of lawsuits, and from time to time has received subpoenas, related to billing or other practices based on the False Claims Act or other federal and state statutes, regulations or other laws. The Company understands that there may be other pending qui tam claims brought by former employees or other "whistleblowers" as to which the Company cannot determine the extent of any potential liability.

Management cannot predict the outcome of such matters. Although management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company's financial condition, given the high degree of judgment involved in establishing loss estimates related to these types of matters, the outcome of such matters may be material to the Company's consolidated results of operations or cash flows in the period in which the impact of such matters is determined or paid.

These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of September 30, 2024, the Company does not believe that material losses related to legal matters are probable.

Reserves for legal matters totaled $4 million and $6 million as of September 30, 2024 and December 31, 2023, respectively.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

Reserves for General and Professional Liability Claims

As a general matter, providers of clinical testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company's client base and reputation. The Company maintains various liability insurance coverages for, among other things, claims that could result from providing, or failing to provide, clinical testing services, including inaccurate testing results, and other exposures. The Company's insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims.

The Company is subject to a series of individual claims brought by persons in Ireland related to allegations stemming from pap smear screening services performed by the Company. In general, claimants have alleged that the results of certain pap smear screening tests performed by the Company and other providers, pursuant to a program coordinated by the Irish government, were incorrect for individuals who were later diagnosed with cervical cancer. The Irish government and an independent scoping inquiry commissioned by the Irish government found that the Company’s performance of its screening services for the Irish cervical cancer screening program were in accordance with both Ireland’s requirements and international standards. The Company has settled claims made by certain individuals, is a party in multiple lawsuits and may be served as a party in additional lawsuits. The Company does not believe that the resolution of existing or future claims will have a material adverse effect on its financial position or liquidity, but the ultimate outcomes of these claims are unpredictable and subject to significant uncertainties.

Reserves for general and professional liability claims matters, including those associated with both asserted and incurred but not reported claims, are established on an undiscounted basis by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $166 million and $173 million as of September 30, 2024 and December 31, 2023, respectively.

While the basis for claims reserves is actuarially determined losses based upon the Company's historical and projected loss experience, the process of analyzing, assessing and establishing reserve estimates relative to these types of claims involves a high degree of judgment. Although the Company believes that its present reserves and insurance coverage are sufficient to cover currently estimated exposures, it is possible that the Company may incur liabilities in excess of its recorded reserves or insurance coverage. Changes in the facts and circumstances associated with claims could have a material impact on the Company’s results of operations (principally costs of services), cash flows and financial condition in the period that reserve estimates are adjusted or paid.

12. BUSINESS SEGMENT INFORMATION

The Company's DIS business is the only reportable segment based on the manner in which the Chief Executive Officer, who is the Company's CODM, assesses performance and allocates resources across the organization. The DIS business provides diagnostic information services to a broad range of customers within its primary customer channels - physicians, hospitals, and patients and consumers. The DIS business accounted for greater than 95% of net revenues in 2024 and 2023.

All other operating segments include the Company's DS businesses, which consist of its risk assessment services and healthcare information technology businesses. The Company's DS businesses offer solutions for insurers and offer solutions for healthcare providers and payers.

As of September 30, 2024, substantially all of the Company’s services were provided within the United States, and substantially all of the Company’s assets were located within the United States. See Note 5 for a discussion of the Company's acquisition of LifeLabs during August 2024.

The following table is a summary of segment information for the three and nine months ended September 30, 2024 and 2023. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangible assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

segments are the same as those of the Company as set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
DIS business	$	2,427	$	2,228	$	7,058	$	6,755
All other operating segments	61		67		193		209
Total net revenues	$	2,488	$	2,295	$	7,251	$	6,964

Operating earnings (loss):
DIS business	$	407	$	392	$	1,200	$	1,176
All other operating segments	6		8		23		26
General corporate activities	(83)		(58)		(238)		(207)
Total operating income	330		342		985		995
Non-operating expense, net	(34)		(43)		(109)		(102)
Income before income taxes and equity in earnings of equity method investees	296		299		876		893
Income tax expense	(65)		(68)		(205)		(208)
Equity in earnings of equity method investees, net of taxes	6		6		14		18


Net income	237		237		685		703
Less: Net income attributable to noncontrolling interests	11		12		36		41
Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662

13. REVENUE RECOGNITION

DIS

Net revenues in the Company’s DIS business accounted for over 95% of the Company’s total net revenues for the three and nine months ended September 30, 2024 and 2023 and are primarily comprised of a high volume of relatively low-dollar transactions. The DIS business, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. The Company estimates the amount of consideration it expects to be entitled to receive from payer customer groups in exchange for providing services using the portfolio approach. These estimates include the impact of contractual allowances (including payer denials), and patient price concessions. The portfolios determined using the portfolio approach consist of the following groups of payer customers: healthcare insurers, government payers (Medicare and Medicaid programs), client payers and patients.

For further details regarding revenue recognition in the Company's DIS business, see Note 3 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

The Company’s DS businesses primarily satisfy their performance obligations and recognize revenues when delivery has occurred or services have been rendered.

Net Revenue and Net Accounts Receivable by Payer Customer Type

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The approximate percentage of net revenue by type of payer customer was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Healthcare insurers:
Fee-for-service	38	%	36	%	37	%	37	%
Capitated	3		3		3		3
Total healthcare insurers	41		39		40		40
Government payers	13		12		12		12
Client payers	33		34		33		33
Patients (including coinsurance and deductible responsibilities)	10		12		12		12
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

The approximate percentage of net accounts receivable by type of payer customer was as follows:


	September 30, 2024		December 31, 2023

Healthcare Insurers	27	%	24	%
Government Payers	8		7
Client Payers	42		45
Patients (including coinsurance and deductible responsibilities)	20		20
Total DIS	97		96
DS	3		4
Net accounts receivable	100	%	100	%

14. SUBSEQUENT EVENTS

On October 13, 2024, the Company completed the previously announced acquisition of select assets of the outreach laboratory services business of OhioHealth, which serves providers and patients in Ohio, in an all-cash transaction for $200 million. The acquisition will be accounted for as a business combination. The Company is in the process of completing the preliminary purchase price allocation of the assets acquired and liabilities assumed.

Table of Contents

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Company

Diagnostic Information Services

Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time. Our diagnostic information services ("DIS") business provides diagnostic insights from the results of our laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. In the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world. We provide services to a broad range of customers within our primary customer channels - physicians (including those associated with accountable care organizations and Federally Qualified Health Centers), hospitals, and patients and consumers. Our other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories. We offer broad access to clinical testing through a 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. Our large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding our tests and test results, and help them best utilize our services to improve outcomes and enhance satisfaction. Our DIS business makes up greater than 95% of our consolidated net revenues.

We assess our revenue performance for our DIS business based upon, among other factors, volume (measured by test requisitions) and revenue per requisition. Each test requisition accompanies patient specimens, indicating the test(s) to be performed and the party to be billed for the test(s). Revenue per requisition is impacted by various factors, including, among other items, the impact of fee schedule changes (i.e., unit price), test mix, payer mix, business mix and the number of tests per requisition. Management uses number of requisitions and revenue per requisition data to assist with assessing the growth and performance of the business, including understanding trends affecting number of requisitions, pricing and test mix. Therefore, we believe that information related to changes in these metrics from period to period are useful information for investors as it allows them to assess the performance of the business.

Diagnostic Solutions

Our diagnostic solutions ("DS") group, which represents the balance of our consolidated net revenues, includes our risk assessment services business, which offers solutions for insurers, and our healthcare information technology businesses, which offer solutions for healthcare providers and payers.

Third Quarter Highlights


	Three Months Ended September 30,
	2024	2023
	(dollars in millions, except per share data)

Net revenues	$2,488	$2,295



DIS revenues	$2,427	$2,228
Revenue per requisition change	3.3%	(7.2)%
Requisition volume change	5.5%	(0.5)%
Organic requisition volume change	0.5%	(1.0)%
DS revenues	$61	$67
Operating income	$330	$342
Net income attributable to Quest Diagnostics	$226	$225
Diluted earnings per share	$1.99	$1.96
Net cash provided by operating activities	$356	$207
Capital expenditures	$106	$105

Table of Contents

For further discussion of the year-over-year changes for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, see "Results of Operations" below.

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. The acquired business is included in our DIS business.

Acquisition of select assets of PathAI Diagnostics

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. The acquired business is included in our DIS business.

Acquisition of LifeLabs Inc. ("LifeLabs")

On August 23, 2024, we completed the acquisition of 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.

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

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.

For further details, see Note 5 to the interim unaudited consolidated financial statements.

August 2024 Senior Notes Offering

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). We expect to use the balance of the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness including our 3.50% senior notes due March 2025.

For further details regarding our debt, see Note 7 to the interim unaudited consolidated financial statements.

Invigorate Program

We are engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement. The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from the current inflationary environment, including labor and benefit cost increases and reimbursement pressures. We are leveraging automation and artificial intelligence to improve productivity and also improve quality across our entire value chain, not just in the laboratory. Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

Table of Contents

For the nine months ended September 30, 2024, we incurred $45 million of pre-tax charges in connection with restructuring and integration activities, including $21 million of employee separation costs, with the remainder including integration costs. Most of the charges will result in cash expenditures. Additional restructuring and integration charges may be incurred in future periods, including as we identify additional opportunities to achieve further savings and productivity improvements.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies from those disclosed in our 2023 Annual Report on Form 10-K.

Impact of New Accounting Standards

The adoption of new accounting standards, if any, is discussed in Note 2 to the interim unaudited consolidated financial statements.

The impact of recent accounting pronouncements not yet effective on our consolidated financial statements, if any, is also discussed in Note 2 to the interim unaudited consolidated financial statements.

Table of Contents

Results of Operations

The following tables set forth certain results of operations data for the periods presented:


	Three Months Ended September 30,										Nine Months Ended September 30,
	2024			2023			$ Change		% Change		2024			2023			$ Change		% Change
	(dollars in millions, except per share amounts)
Net revenues:
DIS business	$	2,427		$	2,228		$	199	9.0	%	$	7,058		$	6,755		$	303	4.5	%
DS businesses	61			67			(6)		(7.9)		193			209			(16)		(7.2)
Total net revenues	$	2,488		$	2,295		$	193	8.5	%	$	7,251		$	6,964		$	287	4.1	%

Operating costs and expenses and other operating income:
Cost of services	$	1,677		$	1,541		$	136	8.9	%	$	4,865		$	4,647		$	218	4.7	%
Selling, general and administrative	448			380			68		17.8		1,304			1,235			69		5.5
Amortization of intangible assets	32			27			5		15.9		90			81			9		11.1

Other operating expense, net	1			5			(4)		NM		7			6			1		NM
Total operating costs and expenses, net	$	2,158		$	1,953		$	205	10.5	%	$	6,266		$	5,969		$	297	5.0	%

Operating income	$	330		$	342		$	(12)	(3.3)	%	$	985		$	995		$	(10)	(1.0)	%

Other income (expense):
Interest expense, net	$	(49)		$	(40)		$	(9)	21.2	%	$	(136)		$	(112)		$	(24)	21.3	%
Other income (expense), net	15			(3)			18		NM		27			10			17		NM
Total non-operating expense, net	$	(34)		$	(43)		$	9	NM		$	(109)		$	(102)		$	(7)	NM

Income tax expense	$	(65)		$	(68)		$	3	(4.4)	%	$	(205)		$	(208)		$	3	(1.3)	%

Effective income tax rate	21.9		%	22.8		%					23.4		%	23.3		%

Equity in earnings of equity method investees, net of taxes	$	6		$	6		$	—	(14.8)	%	$	14		$	18		$	(4)	(22.6)	%





Net income attributable to Quest Diagnostics	$	226		$	225		$	1	0.5	%	$	649		$	662		$	(13)	(1.9)	%



Diluted earnings per common share attributable to Quest Diagnostics' common stockholders	$	1.99		$	1.96		$	0.03	1.5	%	$	5.74		$	5.79		$	(0.05)	(0.9)	%

NM - Not Meaningful

The following table sets forth certain results of operations data as a percentage of net revenues for the periods presented:

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
DIS business	97.5	%	97.1	%	97.3	%	97.0	%
DS businesses	2.5		2.9		2.7		3.0
Total net revenues	100.0	%	100.0	%	100.0	%	100.0	%

Operating costs and expenses and other operating income:
Cost of services	67.3	%	67.2	%	67.1	%	66.7	%
Selling, general and administrative	18.0		16.6		18.0		17.7
Amortization of intangible assets	1.3		1.2		1.2		1.2

Other operating expense, net	0.1		0.1		0.1		0.1
Total operating costs and expenses, net	86.7	%	85.1	%	86.4	%	85.7	%

Operating income	13.3	%	14.9	%	13.6	%	14.3	%

Operating Results

Results for the three months ended September 30, 2024 were affected by certain items that on a net basis decreased diluted earnings per share by $0.31 as follows:

•pre-tax amortization expense of $32 million recorded in amortization of intangible assets, or $0.21 per diluted share;

•pre-tax net charges of $18 million ($5 million recorded in cost of services and $15 million recorded in selling, general and administrative expenses, partially offset by a $2 million gain recorded in other operating expense, net), or $0.13 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

•pre-tax charges of $5 million ($1 million recorded in selling, general and administrative expenses and $4 million recorded in other operating expense, net), or $0.04 per diluted share, primarily representing a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions; and

•pre-tax charges of $2 million recorded in equity in earnings of equity method investees, net of taxes, or $0.02 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; partially offset by

•a pre-tax gain of $8 million, recorded in other income (expense), net, or $0.06 per diluted share, representing a non-recurring gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition, and

•$3 million of excess tax benefits associated with stock-based compensation arrangements, recorded in income tax expense, or $0.03 per diluted share.

Results for the nine months ended September 30, 2024 were affected by certain items that on a net basis decreased diluted earnings per share by $0.96 as follows:

•pre-tax amortization expense of $90 million recorded in amortization of intangible assets, or $0.59 per diluted share;

•pre-tax net charges of $45 million ($19 million recorded in cost of services and $28 million recorded in selling, general and administrative expenses, partially offset by a $2 million gain recorded in other operating expense, net), or $0.31 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

•pre-tax charges of $12 million ($2 million recorded in selling, general and administrative expenses and $10 million recorded in other operating expense, net), or $0.10 per diluted share, primarily representing a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions; and

•pre-tax charges of $11 million recorded in equity in earnings of equity method investees, net of taxes, or $0.07 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; partially offset by

Table of Contents

•$6 million of excess tax benefits associated with stock-based compensation arrangements, recorded in income tax expense, or $0.05 per diluted share.

Results for the three months ended September 30, 2023 were affected by certain items that on a net basis decreased diluted earnings per share by $0.26 as follows:

•pre-tax amortization expense of $27 million recorded in amortization of intangible assets or $0.18 per diluted share;

•pre-tax charges of $6 million ($2 million in cost of services and $4 million in selling, general and administrative expenses), or $0.05 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business; and

•pre-tax charges of $5 million ($1 million in selling, general and administrative expenses and $4 million in other operating expense, net), or $0.04 per diluted share, primarily representing a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions; partially offset by

•excess tax benefits associated with stock-based compensation arrangements of $2 million recorded in income tax expense, or $0.01 per diluted share.

Results for the nine months ended September 30, 2023 were affected by certain items that on a net basis decreased diluted earnings per share by $0.77 as follows:

•pre-tax amortization expense of $81 million recorded in amortization of intangible assets or $0.53 per diluted share;

•pre-tax charges of $32 million ($12 million in cost of services and $20 million in selling, general and administrative expenses), or $0.22 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business;

•pre-tax charges of $11 million ($7 million in selling, general and administrative expenses and $4 million in other operating expense, net), or $0.08 per diluted share, primarily representing the impairment of a corporate facility that was sold and a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions, and

•pre-tax charges of $3 million in equity in earnings of equity method investees, net of tax, or $0.02 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; partially offset by

•excess tax benefits associated with stock-based compensation arrangements of $9 million recorded in income tax expense, or $0.08 per diluted share.

Net Revenues

Net revenues for the three months ended September 30, 2024 increased by 8.5% compared to the prior year period.

DIS revenues for the three months ended September 30, 2024 increased by 9.0% compared to the prior year period.

For the three months ended September 30, 2024:

Table of Contents

•The increase in DIS revenues compared to the prior year period was driven primarily by organic growth and the impact of recent acquisitions. For the three months ended September 30, 2024, recent acquisitions contributed approximately 4.4% to DIS revenues.

•DIS volume increased by 5.5% compared to the prior year period primarily driven by the impact of recent acquisitions, which contributed approximately 5.0% to DIS volume.

•Revenue per requisition increased by 3.3% compared to the prior year period principally due to an increase in the number of tests per requisition and favorable test mix.

DS revenues for the three months ended September 30, 2024 decreased by 7.9% compared to the prior year period due to lower revenues associated with both our risk assessment services offered to insurers and our healthcare information technology businesses.

Net revenues for the nine months ended September 30, 2024 increased by 4.1% compared to the prior year period.

DIS revenues for the nine months ended September 30, 2024 increased by 4.5% compared to the prior year period.

For the nine months ended September 30, 2024:

•The increase in DIS revenues compared to the prior year period was driven primarily by organic growth in the base business (which excludes COVID-19 testing) and, to a lesser extent, the impact of recent acquisitions, partially offset by a decrease in COVID-19 testing. For the nine months ended September 30, 2024, recent acquisitions contributed approximately 2.0% to DIS revenues.

•DIS volume increased by 2.7% compared to the prior year period primarily driven by the impact of recent acquisitions, which contributed approximately 2.0% to DIS volume, and growth in the base business, partially offset by a decrease in COVID-19 testing.

•Revenue per requisition increased by 1.7% compared to the prior year period principally due to an increase in the number of tests per requisition and favorable test mix, partially offset by the impact of the decrease in COVID-19 testing.

•DIS revenues in the base business (including the impact of recent acquisitions) increased by 6.6% compared to the prior year period.

•Testing volume in the base business (including the impact of recent acquisitions) was up 3.6% compared to the prior year period.

•Revenue per requisition in the base business increased by 2.9% compared to the prior year period principally due to an increase in the number of tests per requisition and favorable test mix.

DS revenues for the nine months ended September 30, 2024 decreased by 7.2% compared to the prior year period due to lower revenues associated with both our risk assessment services offered to insurers and our healthcare information technology businesses.

Cost of Services

Cost of services consists principally of costs for obtaining, transporting and testing specimens as well as facility costs used for the delivery of our services.

For the three months ended September 30, 2024, cost of services increased by $136 million compared to the prior year period. The increase was primarily driven by the impact of recent acquisitions, wage increases, higher supplies expense, and lower performance-based compensation in the prior year period, partially offset by cost savings and productivity improvements from our Invigorate program.

For the nine months ended September 30, 2024, cost of services increased by $218 million compared to the prior year period. The increase was primarily driven by the impact of recent acquisitions, wage increases, higher supplies expense, and lower performance-based compensation in the prior year period, partially offset by cost savings and productivity improvements from our Invigorate program.

Selling, General and Administrative Expenses ("SG&A")

SG&A consist principally of the costs associated with our sales and marketing efforts, billing operations, credit loss expense and general management and administrative support as well as administrative facility costs.

Table of Contents

For the three months ended September 30, 2024, SG&A increased by $68 million compared to the prior period. The increase was primarily driven by the impact of recent acquisitions, lower performance-based compensation in the prior year period, and higher costs associated with changes in the value of our deferred compensation obligations.

For the nine months ended September 30, 2024, SG&A increased by $69 million compared to the prior period. The increase was primarily driven by the impact of recent acquisitions, lower performance-based compensation in the prior year period, higher costs associated with changes in the value of our deferred compensation obligations and higher depreciation expense.

The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other income (expense), net. For further details regarding our deferred compensation plans, see Note 18 to the audited consolidated financial statements included in our 2023 Annual Report on Form 10-K.

Amortization Expense

For the three and nine months ended September 30, 2024, amortization expense increased by $5 million and $9 million, respectively, compared to the prior year periods, as a result of recent acquisitions.

Other Operating Expense, Net

Other operating expense, net includes miscellaneous income and expense items and other charges related to operating activities.

For the three and nine months ended September 30, 2024 and 2023, other operating expense, net primarily represents losses associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions.

Interest Expense, Net

For the three and nine months ended September 30, 2024, interest expense, net increased by $9 million and $24 million, respectively, compared to the prior year periods primarily due to the issuance during November 2023 of $750 million aggregate principal amount of 6.40% senior notes due 2033 and the issuance during August 2024 of $1.85 billion of Senior Notes (see "Third Quarter Highlights" above for further details), partially offset by increased interest income (principally due to higher cash on hand) and lower borrowings under our secured receivables credit facility.

Other Income (Expense), Net

Other income (expense), net represents miscellaneous income and expense items related to non-operating activities, such as gains and losses associated with investments and other non-operating assets.

For the three and nine months ended September 30, 2024, other income (expense), net included $6 million and $18 million, respectively, of gains associated with investments in our deferred compensation plans. Additionally, both periods included an $8 million gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition.

For the three and nine months ended September 30, 2023, other income (expense), net included $3 million of losses and $9 million of gains, respectively, associated with investments in our deferred compensation plans.

Income Tax Expense

Income tax expense for the three months ended September 30, 2024 and 2023 was $65 million and $68 million, respectively.

The effective income tax rate for the three months ended September 30, 2024 and 2023 was 21.9% and 22.8%, respectively. The effective income tax rate benefited from $3 million and $2 million of excess tax benefits associated with stock-based compensation arrangements for the three months ended September 30, 2024 and 2023, respectively.

Table of Contents

Income tax expense for the nine months ended September 30, 2024 and 2023 was $205 million and $208 million, respectively.

The effective income tax rate for the nine months ended September 30, 2024 and 2023 was 23.4% and 23.3%, respectively. The effective income tax rate benefited from $6 million and $9 million of excess tax benefits associated with stock-based compensation arrangements for the nine months ended September 30, 2024 and 2023, respectively.

Equity in Earnings of Equity Method Investees, Net of Taxes

Equity in earnings of equity method investees, net of taxes, during the three months ended September 30, 2024 was principally consistent with the prior year period.

Equity in earnings of equity method investees, net of taxes, decreased by $4 million for the nine months ended September 30, 2024 compared to the prior year period primarily due to the nine months ended September 30, 2024 including $11 million of losses associated with changes in the carrying value of our strategic investments, partially offset by increased demand for testing services at our diagnostic information services joint venture.

Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

We address our exposure to market risks, principally the risk of changes in interest rates, through a controlled program of risk management that includes the use of derivative financial instruments. We do not hold or issue derivative financial instruments for speculative purposes. We seek to mitigate the variability in cash outflows that result from changes in interest rates by maintaining a balanced mix of fixed-rate and variable-rate debt obligations. In order to achieve this objective, we have historically entered into interest rate swap agreements. Interest rate swap agreements involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements are recognized as an adjustment to interest expense, net. We believe that our exposures to foreign exchange impacts and changes in commodity prices are not material to our consolidated results of operations, financial position or cash flows.

As of September 30, 2024 and December 31, 2023, the fair value of our debt was estimated at approximately $6.3 billion and $4.6 billion, respectively, principally using quoted prices in active markets and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. As of September 30, 2024 and December 31, 2023, the estimated fair value was more than (less than) the carrying value of the debt by $32 million and $(127) million, respectively. A hypothetical 10% increase in interest rates (representing 32 basis points and 50 basis points as of September 30, 2024 and December 31, 2023, respectively) would potentially reduce the estimated fair value of our debt by approximately $178 million and $139 million, respectively, as of September 30, 2024 and December 31, 2023.

Borrowings under our secured receivables credit facility and our senior unsecured revolving credit facility are subject to variable interest rates. Interest on our secured receivables credit facility is based on either commercial paper rates for highly-rated issuers or the adjusted Term Secured Overnight Financing Rate ("Term SOFR"), plus a spread. Interest on our senior unsecured revolving credit facility is based on certain published rates plus an applicable margin based on changes in our public debt ratings. As such, our borrowing cost under this credit arrangement is subject to fluctuations in interest rates and changes in our public debt ratings. As of September 30, 2024, the borrowing rates under these debt instruments were: for our secured receivables credit facility, commercial paper rates for highly-rated issuers or the adjusted Term SOFR, plus a spread of 0.80%; and for our senior unsecured revolving credit facility, the adjusted Term SOFR, plus 1.00%. As of September 30, 2024, there were no borrowings outstanding under the secured receivables credit facility and there were no borrowings outstanding under the senior unsecured revolving credit facility.

Based on our net exposure to interest rate changes, a hypothetical 10% change to the variable rate component of our variable rate indebtedness would not materially change our annual interest expense.

For further details regarding our outstanding debt, see Note 7 to the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements included in our 2023 Annual Report on Form 10-K. For details regarding our financial instruments and hedging activities, see Note 8 to the interim unaudited consolidated financial statements and Note 16 to the audited consolidated financial statements included in our 2023 Annual Report on Form 10-K.

Risk Associated with Investment Portfolio

Our investment portfolio primarily includes equity investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries. Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) with readily determinable fair values are measured at fair value in our consolidated balance sheet with changes in fair value recorded in current earnings in our consolidated statement of operations. Equity investments that do not have readily determinable fair values (which consist of investments in preferred and common shares of private companies) are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

We regularly evaluate equity investments that do not have readily determinable fair values to determine if there are any indicators that the investments are impaired. The carrying value of our equity investments that do not have readily determinable fair values was $37 million as of September 30, 2024. In conjunction with the preparation of our September 30, 2024 financial statements, we considered whether the carrying values of our investments were impaired and concluded that no such impairment existed.

We do not hedge our equity price risk. The impact of an adverse movement in equity prices on our holdings in privately held companies cannot be easily quantified as our ability to realize returns on investments depends on, among other things, the enterprises’ ability to raise additional capital or derive cash inflows from continuing operations or through liquidity events such as initial public offerings, mergers or private sales.

Table of Contents

Liquidity and Capital Resources


	Nine Months Ended September 30,
	2024		2023		Change
	(dollars in millions)
Net cash provided by operating activities	$	870	$	745	$	125
Net cash used in investing activities	(2,046)		(947)		(1,099)
Net cash provided by financing activities	1,254		30		1,224
Net change in cash and cash equivalents and restricted cash	$	78	$	(172)	$	250

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly-liquid short-term investments with original maturities, at the time of acquisition, of three months or less. Cash and cash equivalents as of September 30, 2024 totaled $764 million, compared to $686 million as of December 31, 2023.

As of September 30, 2024, approximately 13% of our $764 million of consolidated cash and cash equivalents were held outside of the United States.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2024 and 2023 was $870 million and $745 million, respectively. The $125 million increase in net cash provided by operating activities for the nine months ended September 30, 2024, compared to the prior year period, was primarily a result of lower income tax payments and lower performance-based compensation payments.

Days sales outstanding, a measure of billing and collection efficiency, was 49 days as of September 30, 2024, 50 days as of of December 31, 2023 and 50 days as of September 30, 2023.

Cash Flows from Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2024 and 2023 was $2.0 billion and $947 million, respectively. This $1.1 billion increase in net cash used in investing activities for the nine months ended September 30, 2024, compared to the prior year period, was primarily a result of increased cash used for business acquisitions (see "Third Quarter Highlights" above for further details), partially offset by decreased capital expenditures.

Cash Flows from Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 and 2023 was $1.3 billion and $30 million, respectively. This $1.2 billion increase in net cash provided by financing activities for the nine months ended September 30, 2024, compared to the prior year period, was primarily a result of the issuance of $1.85 billion of Senior Notes during August 2024 (see "Third Quarter Highlights" above for further details). Such issuance was partially offset by the nine months ended September 30, 2024 including the repayment in full of the outstanding indebtedness under our $300 million of 4.25% senior notes at maturity and the nine months ended September 30, 2023 including $278 million of net borrowings under our secured receivables credit facility.

During the nine months ended September 30, 2024, there were no borrowings or repayments under our secured receivables credit facility and our senior unsecured revolving credit facility.

During the nine months ended September 30, 2023, we borrowed $1.6 billion under our secured receivables credit facility, $1.3 billion of which was repaid prior to September 30, 2023. Additionally, during the nine months ended September 30, 2023, we borrowed $125 million under our senior unsecured revolving credit facility, which was repaid prior to September 30, 2023.

Dividend Program

Table of Contents

During each of the first three quarters of 2024, our Board of Directors declared a quarterly cash dividend of $0.75 per common share. During each of the four quarters of 2023, our Board of Directors declared a quarterly cash dividend of $0.71 per common share.

Share Repurchase Program

As of September 30, 2024, $1.0 billion remained available under our share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

Share Repurchases

For both the nine months ended September 30, 2024 and 2023, we repurchased no shares of our common stock.

Equity Method Investees

Our equity method investees primarily consist of a diagnostic information services joint venture and an investment in a fund that purchases strategic holdings in private companies in the healthcare industry. Such investees are accounted for under the equity method of accounting. Our investment in equity method investees is less than 5% of our consolidated total assets. Our proportionate share of income before income taxes associated with our equity method investees is less than 5% of our consolidated income before income taxes and equity in earnings of equity method investees. We have no material unconditional obligations or guarantees to, or in support of, our equity method investees and their operations.

In conjunction with the preparation of our September 30, 2024 financial statements, we considered whether the carrying values of our equity method investments were impaired and concluded that no such impairment existed.

Requirements and Capital Resources

We estimate that we will invest approximately $420 million during 2024 for capital expenditures, to support and grow our existing operations, principally related to investments in laboratory equipment and facilities, including laboratory automations and information technology to support our diagnostic offerings.

We have $600 million of 3.50% senior notes due March 2025.

Additionally, on October 13, 2024, we completed the acquisition of select assets of the outreach laboratory services business of OhioHealth in an all-cash transaction for $200 million. We have also entered into a definitive agreement to acquire select assets of the outreach laboratory services business of University Hospitals, which is expected to close in the fourth quarter of 2024. For further details, see Notes 5 and 14 to the interim unaudited consolidated financial statements.

As of September 30, 2024, we had $1.3 billion of borrowing capacity available under our existing credit facilities, including $527 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility. There were no borrowings outstanding under either the secured receivables credit facility or the senior unsecured revolving credit facility as of September 30, 2024. In support of our risk management program, $73 million in letters of credit under the secured receivables credit facility were outstanding as of September 30, 2024.

Our secured receivables credit facility is subject to customary affirmative and negative covenants, and certain financial covenants with respect to the receivables that comprise the borrowing base and secure the borrowings under the facility. Our senior unsecured revolving credit facility is also subject to certain financial covenants and limitations on indebtedness. As of September 30, 2024, we were in compliance with all such applicable financial covenants.

We believe that our cash and cash equivalents and cash from operations, together with our borrowing capacity under our credit facilities, will provide sufficient financial flexibility to fund seasonal and other working capital requirements, capital expenditures, debt service requirements and other obligations, cash dividends on common shares, share repurchases and additional growth opportunities, including acquisitions, for the foreseeable future. However, should it become necessary, we believe that our credit profile should provide us with access to additional financing in order to fund normal business operations, make interest payments, fund additional growth opportunities, including acquisitions, and satisfy upcoming debt maturities.

Table of Contents

Forward-Looking Statements

Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan”, "aim", or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. Risks and uncertainties that may affect our future results include, but are not limited to, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government regulations, changing relationships with customers, payers, suppliers and strategic partners, acquisitions and other factors discussed in our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Item 4. Controls and Procedures

Management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

During the third quarter of 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 11 to the interim unaudited consolidated financial statements for information regarding the status of legal proceedings involving the Company.

Table of Contents

Item 1A. Risk Factors

Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 include a discussion of our risk factors. There have been no material changes in the risk factors described in those reports.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 third quarter of 2024.


ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
July 1, 2024 – July 31, 2024
Share Repurchase Program (A)	—	$	—	—	$	1,035,913
Employee Transactions (B)	3,910	$	142.65	N/A	N/A
August 1, 2024 - August 31, 2024
Share Repurchase Program (A)	—	$	—	—	$	1,035,913
Employee Transactions (B)	476	$	149.75	N/A	N/A
September 1, 2024 – September 30, 2024
Share Repurchase Program (A)	—	$	—	—	$	1,035,913
Employee Transactions (B)	120	$	155.70	N/A	N/A
Total
Share Repurchase Program (A)	—	$	—	—	$	1,035,913
Employee Transactions (B)	4,506	$	143.75	N/A	N/A

(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 through September 30, 2024. The share repurchase authorization has no set expiration or termination date.

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

Table of Contents

Item 5. Other Information

a.None

b.None

c.Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by Our Directors and Officers

During the quarterly period covered by this report, our directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified the Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K) set forth in the table below. No non-Rule 10b5-1 trading arrangements were adopted, modified or terminated by any director or officer during the quarterly period covered by this report.

Name

Title

Type of Trading Arrangement

Security

Action

Date of Action

Duration of Trading Arrangement

Aggregate Number of Securities Covered

Michael Deppe

SVP, Corporate Controller and Chief Accounting Officer

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 8, 2024

August 8, 2024 to November 12, 2025*

Up to 18,755

Cathy Doherty

EVP, Regional Businesses

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 27, 2024

August 27, 2024 to August 22, 2025*

Up to 43,558*

Michael Prevoznik

SVP, General Counsel

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 30, 2024

August 30, 2024 to August 15, 2025*

Up to 43,314*

* Includes shares of common stock to be released from (a) restricted stock units that are expected to vest and (b) performance share awards that may vest, subject to the satisfaction of the applicable performance metrics. The actual number of shares of common stock that will be released is not yet determinable and the actual number of shares of common stock that will be sold will be net of the number of shares withheld to satisfy tax withholding obligations.

Table of Contents

Item 6.Exhibits

Exhibits:






3.1			Restated Certificate of Incorporation

3.2			Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended August 14, 2024 (filed as Exhibit 3.1 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

4.1			Twenty-Third Supplemental Indenture, dated as of August 19, 2024, between the Company and the Bank of New York (filed as Exhibit 4.2 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

4.2			Form of 4.600% Senior Note due 2027 (filed as Exhibit 4.3 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

4.3			Form of 4.625% Senior Note due 2029 (filed as Exhibit 4.4 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

4.4			Form of 5.000% Senior Note due 2034 (filed as Exhibit 4.5 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)

22			Subsidiary Guarantors of Securities

31.1			Rule 13a-14(a) Certification of Chief Executive Officer

31.2			Rule 13a-14(a) Certification of Chief Financial Officer

32.1			Section 1350 Certification of Chief Executive Officer

32.2			Section 1350 Certification of Chief Financial Officer

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document - dgx-20240930.xsd

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document - dgx-20240930_cal.xml

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document - dgx-20240930_def.xml

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document - dgx-20240930_lab.xml

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document - dgx-20240930_pre.xml

104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Table of Contents

Signatures

Pursuant to the requirements 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.

October 23, 2024

Quest Diagnostics Incorporated


By			/s/ James E. Davis
			James E. Davis
			Chairman, Chief Executive Officer
			and President


By			/s/ Sam A. Samad
			Sam A. Samad
			Executive Vice President and
			Chief Financial Officer

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

QUEST DIAGNOSTICS INCORPORATED

The present name of the corporation is Quest Diagnostics Incorporated. The corporation was incorporated under the name “Corning Lab Services Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 12, 1990. This Restated Certificate of Incorporation of the corporation only restates and integrates and does not further amend the provisions of the corporation’s Certificate of Incorporation, as heretofore amended or supplemented, and there is no discrepancy between the provisions of the Certificate of Incorporation, as heretofore amended or supplemented, and the provisions of this Restated Certificate of Incorporation. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the corporation, as heretofore amended or supplemented, is hereby integrated and restated to read in its entirety as follows:

1. Name. The name of the Corporation is Quest Diagnostics Incorporated.

2. Address. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, 19808, County of New Castle. The name of the Registered Agent at such address is Corporation Service Company.

3. Corporate Purpose. The purpose of the Corporation is (i) to own and operate medical, clinical, industrial and research laboratories, and (ii) to research, manufacture, design, construct, use, buy, sell, lease, hire and deal in and with articles and property of all kinds, to render services of all kinds, and (iii) generally to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. Capitalization. The total number of shares which the Corporation may henceforth have is 610,000,000, of which 10,000,000 shares are to have a par value of $1.00 each and 600,000,000 shares are to have a par value of $0.01 each, which shares shall be classified as follows:

10,000,000 shares, of the par value of $1.00 each, are to be Series Preferred Stock; and

600,000,000 shares, of the par value of $0.01 each, are to be Common Stock.

The relative voting, dividend, liquidation and other rights, preferences and limitations of the shares of each class are as follows:

I. The Preferred Stock may be issued from time to time in one or more series, each such series to have the number of shares and designation, and the shares of each such series to have such relative rights, preferences or limitations, as the Board of Directors, subject to the limitations prescribed by law or provided herein, may from time to time fix, before issuance, by filing an appropriate certificate (“Certificate of Designation”) with the Secretary of State pursuant to the General Corporation Law of the State of Delaware. The authority of the Board of

Directors with respect to each series shall include, but not be limited to, the fixing of the following:

(a) The number of shares to constitute the series and the distinctive designation thereof;

(b) The dividend rate on the shares of the series; whether dividends shall be cumulative, and, if so, from what date or dates;

(c) Whether or not the shares of the series shall be redeemable and, if redeemable, the terms upon which the shares of the series may be redeemed and the premium, if any, over and above the par value thereof and any dividends accrued thereon which the share of the series shall be entitled to receive upon the redemption thereof;

(d) Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

(e) Whether or not the shares of the series shall be convertible into shares of any class or classes of stock of the Corporation, with or without par value, or of any other series of the same class and, if convertible, the conversion price or prices or the rate at which such conversion may be made and the method, if any, of adjusting the same;

(f) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation;

(g) The restrictions, if any, on the payment of dividends upon, and the making of the distributions to any class of stock ranking junior to the shares of the series, and the restrictions, if any, on the purchase or redemption of the shares of any such junior class;

(h) Whether the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; and

(i) Any other relative rights, preferences and limitations of the series.

II. Holders of shares of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the rates fixed by the Board of Directors for the respective series, before any dividends shall be declared and paid, or set apart for payment, on any other class of stock of the Corporation ranking junior to the Preferred Stock either as to dividends or assets, with respect to the same dividend period.

III. Whenever, at any time, dividends on the then outstanding Preferred Stock as may be required by the terms of the certificate creating the series representing the shares outstanding shall have been paid or declared and set apart for payment on the then outstanding Preferred Stock and after complying with all the provisions with respect to any retirement or sinking fund or funds for any series of Preferred Stock, the Board of Directors may, subject to the provisions

of any certificate creating any series of Preferred Stock with respect to the payment of dividends on any other class or classes of stock, declare and pay dividends on the Common Stock, and the Preferred Stock shall not be entitled to share therein.

IV. Upon any liquidation, dissolution or winding-up of the Corporation, after payment if any is required, shall have been made in full to the Preferred Stock as provided in any certificate creating any series thereof, but not prior thereto, the Common Stock shall, subject to the respective terms and provisions, if any, of any such certificate, be entitled to receive any and all assets remaining to be paid or distributed, and the Preferred Stock shall not be entitled to share therein.

V. No holder of Common Stock or any series of Preferred Stock shall, as such holder, have any preemptive or preferential right of subscription to any stock of any class of the Corporation or to any obligations convertible into any such stock or to any right of subscription to, or to any warrant or option for, the purchase of any stock, other than such, if any, as the Board of Directors of the Corporation in its discretion may determine from time to time.

VI. The holders of the Common Stock shall have the right to vote on all questions to the exclusion of all other classes of stock, except as by law expressly provided or as otherwise expressly provided with respect to the holders of any other class or classes of stock.

5. Directors.

(a) The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than three nor more than twelve persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors; and such exact number shall be six unless otherwise determined by a resolution so adopted by a majority of the entire Board of Directors. As used in this Certificate of Incorporation, the term “entire Board of Directors” means the total authorized number of directors which the Corporation would have if there were no vacancies.

As of the Distribution Date (as defined in the Transaction Agreement dated as of November 22, 1996 among Corning Incorporated, Corning Life Sciences Inc., the Corporation, Covance and Corning Clinical Laboratories Inc. (Michigan) (the “Distribution Date”), the directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1998 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1999 Annual Meeting of Stockholders, and the terms of office of the third class to expire at the 2000 Annual Meeting of Stockholders. Commencing with the 1998 Annual Meeting of Stockholders, directors elected to succeed those directors whose terms have thereupon expired shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Notwithstanding the foregoing, at the 2014 Annual Meeting of Stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2015 Annual Meeting of Stockholders of the Corporation; at the 2015 Annual Meeting of Stockholders of the Corporation, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2016 Annual Meeting of Stockholders of the Corporation; and at each

annual meeting of stockholders of the Corporation thereafter, the directors shall be elected for terms expiring at the next succeeding annual meeting of stockholders of the Corporation, with each director to hold office until his or her successor shall have been duly elected and qualified. Commencing with the 2016 Annual Meeting of Stockholders of the Corporation, the classification of the Board of Directors shall cease.

(b) Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the Common Stock) then outstanding, vacancies on the Board of Directors resulting from a newly created directorship, death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by the affirmative vote of a majority of the remaining directors of the entire Board of Directors then in office, although less than a quorum, or by the sole remaining director. Any director so elected shall hold office until the next Annual Meeting of Stockholders of the Corporation (or, if so elected prior to the 2016 Annual Meeting of Stockholders of the Corporation, until the next election of the class for which such directors shall have been chosen) and until his successor is elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

(c) Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by this Paragraph 5 unless expressly otherwise provided by the resolution or resolutions providing for the creation of such series.

(d) Until the 2016 Annual Meeting of Stockholders, subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the Common Stock) then outstanding, any director, or the entire Board of Directors, may be removed by the stockholders from office at any time prior to the expiration of his term of office, but only for cause, and only by the affirmative vote of the holders of record of outstanding shares representing a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

(e) Notwithstanding any other provision of this Certificate of Incorporation and subject to the other provisions of this Paragraph 5, the Board of Directors shall determine the rules and procedures that shall affect the Directors’ power to manage and direct the business and affairs of the Corporation. Without limiting the foregoing, the Board of Directors shall designate and empower committees of the Board of Directors, shall elect and empower the officers of the Corporation, may appoint and empower other officers and agents of the Corporation, and shall determine the time and place of, and the notice requirements for, Board meetings, as well as quorum and voting requirements for, and the manner of taking, Board actions.

6. Reserved.

7. Special Stockholder Meetings. Except as otherwise required by law, special meetings of the stockholders shall be called only by (a) the Board of Directors or (b) the Secretary, but only upon the written request of a stockholder or group of stockholders of record of the Corporation who own, as of the Stockholder Meeting Request Record Date (as defined below), at least fifteen percent (15%) in the aggregate of the Common Stock issued, outstanding and entitled to vote,

who have owned that amount in a net long position continuously for at least one year, and who have complied in full with all of the requirements set forth in this Paragraph 7 and the Amended and Restated By-Laws of the Corporation (as amended and/or restated from time to time, the “Bylaws”) (such request, a "Stockholder Meeting Request"). The record date for determining stockholders entitled to make a Stockholder Meeting Request shall be requested pursuant to a notice given in writing by a stockholder of record by delivery to the Secretary at the corporation’s principal executive offices (which notice shall comply in all respects with this Paragraph 7 and the Bylaws) and fixed by the Board of Directors as set forth in the Bylaws (the “Stockholder Meeting Request Record Date”). Any disposition by a requesting party (as defined below) after the date of the Stockholder Meeting Request or after a request to fix a Stockholder Meeting Request Record Date, as the case may be, of any shares of Common Stock (or, in the case of a stockholder making a Stockholder Meeting Request or a request to fix a Stockholder Meeting Request Record Date on behalf of the beneficial owner of shares, any disposition by such beneficial owner of beneficial ownership of such shares) shall be deemed a revocation of the Stockholder Meeting Request and any request to fix a Stockholder Meeting Request Record Date, as the case may be, with respect to such shares.

For the purposes of this Paragraph 7, “net long position” shall be determined with respect to each stockholder making a Stockholder Meeting Request and each beneficial owner, if any, who is directing such stockholder to act on such owner’s behalf (each stockholder and owner, a “requesting party”) in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), provided that (x) for purposes of such definition, in determining such requesting party’s “short position,” the reference in Rule 14e-4 to “the date that a tender offer is first publicly announced or otherwise made known by the bidder to holders of the security to be acquired” shall be deemed to be the Stockholder Meeting Request Record Date, and the reference to the “highest tender offer price or stated amount of the consideration offered for the subject security” shall be deemed to refer to the closing sales price of the Common Stock on the New York Stock Exchange (or such other securities exchange designated by the Board of Directors if the Common Stock is not listed for trading on the New York Stock Exchange) on such Stockholder Meeting Request Record Date (or, if such date is not a trading day, the next succeeding trading day) and (y) the net long position of such requesting party shall be reduced by the number of shares as to which the Board of Directors determines that such requesting party does not, or will not, have the right to vote or direct the vote as of the Stockholder Meeting Request Record Date or as of the record date for determining stockholders entitled to vote at the special meeting to be called pursuant to the Stockholder Meeting Request, or as to which the Board of Directors determines that such requesting party has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares.

Whenever this Paragraph 7 or Paragraph 8 of this Certificate of Incorporation or any provision of the Bylaws requires one or more persons (including a record or beneficial owner of capital stock of the Corporation) to give or deliver any notice, request, consent (including any Consent (as defined below)), revocation, or any other documents or materials (the “Documents”) to the Corporation or any of its officers, directors, employees or agents, unless the Corporation consents or requests otherwise, such Documents shall be in writing and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and not by electronic transmission or any other means.

The Corporation shall not be required to accept delivery of any Document given by a stockholder or beneficial owner of capital stock of the Corporation pursuant to Paragraph 7 or Paragraph 8 or any provision of the Bylaws that is not (x) in written form and (y) delivered in accordance with the immediately preceding sentence. For the avoidance of doubt, with respect to any Document given by any such stockholder or beneficial owner to the Corporation pursuant to this Paragraph 7 or Paragraph 8 of this Certificate of Incorporation or any provision of the Bylaws, the Corporation expressly opts out of Section 116 of the General Corporation Law of the State of Delaware to the fullest extent permitted by law.

8. Action by Written Consent.

(a) Any action that is required or permitted to be taken by stockholders at any annual or special meeting of stockholders may be taken without a meeting and without a vote if a Consent or Consents setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in the manner required by Section 228 of the General Corporation Law of the State of Delaware and this Certificate of Incorporation (each such consent, a ”Consent”); provided, however, that no such action of stockholders in lieu of a meeting may be taken or authorized except in accordance with this Certificate of Incorporation, the Bylaws, and applicable law.

(b) In order for stockholders to authorize or take corporate action by consent in lieu of a meeting, a stockholder of record seeking to have stockholders authorize or take such action (a “Written Consent Requesting Stockholder”) shall deliver to the Secretary of the Corporation at its principal executive offices a written request containing the information required by this Paragraph 8 and the Bylaws (such request, a “Written Consent Request”). Stockholders shall not be entitled to authorize or take corporate action in lieu of a meeting unless the Corporation shall have first received Written Consent Requests from a stockholder or group of stockholders of record of the Corporation who own, as of the close of business on the date the first Written Consent Request is delivered to the Corporation (the “Written Consent Request Record Date”), at least fifteen percent (15%) in the aggregate of Common Stock issued, outstanding and entitled to vote and who have owned that position in a net long position continuously for at least one year (the “Requisite Percent”) in accordance with this Paragraph 8 and all other conditions and requirements under this Paragraph 8 and the Bylaws shall have been fully satisfied or complied with. For purposes of this Paragraph 8, “net long position” shall be determined with respect to each Written Consent Requesting Stockholder (and each beneficial owner, if any, who is directing such stockholder to act on such owner’s behalf in accordance with the definition thereof set forth in Rule 14e-4 under the Exchange Act; provided that (x) for purposes of such definition, in determining such Written Consent Requesting Stockholder’s (or beneficial owner’s) “short position,” the reference in Rule 14e-4 to “the date that a tender offer is first publicly announced or otherwise made known by the bidder to holders of the security to be acquired” shall be deemed to be the Written Consent Request Record Date, and the reference to the “highest tender offer price or stated amount of the consideration offered for the subject security” shall be deemed to refer to the closing sales price of the Common Stock on the New York Stock Exchange (or such other securities exchange designated by the Board of Directors if the Common Stock is not listed for trading on the New York Stock Exchange) on such Written Consent Request Record Date (or, if such date is not a trading day, the next succeeding trading

day) and (y) the net long position of such Written Consent Requesting Stockholder (or such beneficial owner) shall be reduced by the number of shares as to which the Board of Directors determines that such Written Consent Requesting Stockholder (or such beneficial owner) does not, or will not, have the right to vote or direct the vote as of the Written Consent Request Record Date or the Written Consent Record Date (as defined below), or as to which the Board of Directors determines that such Written Consent Requesting Stockholder (or such beneficial owner) has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Following the date on which the Corporation shall have received Written Consent Request(s) representing the Requisite Percent in accordance herewith (the “Written Consent Request Effective Time”), the Board of Directors shall, by the later of (i) twenty (20) days after the Written Consent Request Effective Time and (ii) five (5) days after

delivery to the Corporation by any Written Consent Requesting Stockholder of any information requested by the Corporation to determine the validity of such Written Consent Request(s) (the later of the dates in the immediately preceding clauses (i) and (ii), the “Determination Outside Date”), determine the validity of such Written Consent Request(s) (including whether such Written Consent Requests were delivered in accordance with this Certificate of Incorporation and whether the proposed action is a proper matter for stockholder action under this Certificate of Incorporation) and, if appropriate, adopt a resolution fixing the record date for determining stockholders entitled to consent to the action(s) set forth in such Written Consent Request(s) (the “Written Consent Record Date”) (unless the Board of Directors shall have previously fixed such a Written Consent Record Date). The Written Consent Record Date shall be no more than ten (10) days after the date upon which the resolution fixing such record date is adopted by the Board of Directors and shall not precede the date upon which such resolution is adopted. If the Board of Directors determines that Written Consent Requests from Written Consent Requesting Stockholders representing the Requisite Percent have been validly delivered in accordance with this Certificate of Incorporation and relate to an action that may be effected by consent in lieu of a meeting pursuant to this Certificate of Incorporation, or if no such determination shall have been made by the Determination Outside Date, and in either event no Written Consent Record Date has been fixed by the Board of Directors, the Written Consent Record Date shall be the first date following the Determination Outside Date on which a signed Consent relating to the action taken or proposed to be taken by consent of stockholders in lieu of a meeting pursuant to the Written Consent Request is delivered to the Corporation in accordance with paragraph (g) of this Paragraph 8 and applicable law.

(c) Each Written Consent Requesting Stockholder shall include with his, her or its Written Consent Request written evidence reasonably satisfactory to the Corporation of his, her or its ownership of shares of Common Stock as of the Written Consent Request Record Date and continuous net long position as required by paragraph (b) of this Paragraph 8 (provided, however, that if any Written Consent Requesting Stockholder is not the beneficial owner of the shares as to which any Written Consent Request is made, then such Written Consent Request must also include documentary evidence reasonably satisfactory to the Corporation as to such ownership by the beneficial owner on whose behalf such request is made). Each Written Consent Requesting Stockholder (or the beneficial owner, if any, on whose behalf a Written Consent Request is made) must include with his, her or its Written Consent Request an agreement by such Written Consent Requesting Stockholder (or the beneficial owner, if any, on whose behalf a Written Consent Request is made) to solicit Consents in accordance with paragraph (e) of this Paragraph 8; provided that an agreement by one such Written Consent Requesting Stockholder

(or beneficial owner) shall be deemed to constitute such agreement on the part of all such Written Consent Requesting Stockholders. Each Written Consent Request must describe the action proposed to be taken by consent of stockholders in lieu of a meeting and contain all such information and representations, to the extent applicable, with respect to each Written Consent Requesting Stockholder (and each beneficial owner, if any, on whose behalf a Written Consent Request is made) and the proposed action of stockholders by consent in lieu of a meeting as would be required by the Bylaws to present any item of business (other than the election of directors) before a meeting of stockholders, as applicable, including, without limitation, a detailed summary of the proposed action to be taken (including the text of any resolutions to be adopted by written consent of stockholders and, if any resolution proposes to amend the Bylaws, the exact language of any such proposed amendment). The Corporation may require each Written Consent Requesting Stockholder to furnish such other information as may be requested by the Corporation to determine the validity of any Written Consent Request and whether any proposed action set forth in the Written Consent Request may be effected by consent of stockholders in lieu of a meeting under paragraph (d) of this Paragraph 8. In connection with an action or actions proposed to be taken by consent of stockholders in lieu of a meeting in accordance with this Paragraph 8 and applicable law, each Written Consent Requesting Stockholder shall further update and supplement the information previously provided to the Corporation in connection therewith so that it is true and correct (i) as of the Written Consent Record Date and (ii) as of each tenth day thereafter until the earlier of the date each action is duly adopted and the Consent Termination Date (as defined below), with such updated or supplemental information being delivered to the Secretary of the Corporation at its principal executive office in the manner required in this Paragraph 8 within five (5) business days after the date as of which the information is required to be updated or supplemented. Any Written Consent Requesting Stockholder may revoke his, her or its Written Consent Request at any time by written revocation delivered to the Secretary of the Corporation at the Corporation’s principal executive offices. Any disposition by a Written Consent Requesting Stockholder of any shares of capital stock of the Corporation entitled to consent to the action to which a Written Consent Request relates (or, in the case of a Written Consent Requesting Stockholder that has submitted a Written Consent Request on behalf of the beneficial owner of shares, a disposition by such beneficial owner of beneficial ownership of such shares) after the date of the Written Consent Request shall be deemed a revocation of his, her or its Written Consent Request with respect to such shares. If, at any time after the Written Consent Request Effective Time and before the Written Consent Certification Date (as defined below), the Written Consent Request(s) represent in the aggregate less than the Requisite Percent due to any revocation of a Written Consent Request or any deemed revocation of shares of Common Stock with respect to any such request, no Written Consent Record Date shall be fixed (and any Written Consent Record Date theretofore fixed shall be cancelled), and no action by consent of stockholders in lieu of a meeting as provided in such Written Consent Request(s) shall be taken pursuant thereto. In determining whether Written Consent Request(s) have been delivered by Written Consent Requesting Stockholders representing in the aggregate the Requisite Percent in accordance with this Paragraph 8, multiple Written Consent Requests delivered to the Secretary will be considered together only if each such Written Consent Request (x) identifies substantially the same purpose or purposes of the action proposed to be taken by consent of stockholders and substantially the same matters proposed to be taken by written consent of stockholders, as determined by the Board of Directors (which, if such purpose is the removal of one or more directors, will mean that each Written Consent Request includes an identical list of directors proposed to be removed by the action by consent of stockholders in lieu of a meeting that is the

subject of the request), and (y) has been dated and delivered to the Secretary as provided herein on the Written Consent Request Record Date or within thirty (30) days thereafter.

(d) Stockholders shall not be entitled to act by consent in lieu of a meeting if (i) the action relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the Written Consent Request Effective Time occurs during the period commencing one hundred twenty (120) days prior to the first anniversary of the annual meeting of stockholders for the immediately preceding annual meeting and ending on the thirtieth (30th) calendar day after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined by the Board of Directors, a “Similar Item”) was presented at any meeting of stockholders of the Corporation held not more than twelve (12) months before the Written Consent Request Record Date in respect of any Written Consent Request (provided that, for purposes of this clause (iii), an election of directors at any such meeting shall not be deemed to be a Similar Item with respect to any proposal to remove one or more directors), (iv) the action relates to a removal of directors occurring at any time within 90 days after any meeting of stockholders for the election of directors, (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a meeting of stockholders that has been called by the Written Consent Request Record Date in respect of a Written Consent Request but has not yet been held or that is called for a date within ninety (90) days after the Written Consent Request Effective Time, (vi) the Board of Directors calls an annual or special meeting of stockholders for purposes of presenting a Similar Item or solicits action by written consent of stockholders of a Similar Item pursuant to paragraph (i) of this Paragraph 8 or (vii) the Written Consent Request(s) otherwise giving rise to a Written Consent Request Effective Time were made in a manner that either did not comply with this Certificate of Incorporation, the Bylaws or involved a violation of Regulation 14A under the Exchange Act or other applicable law.

(e) Stockholders of the Corporation may take action by consent in lieu of a meeting only if consents are solicited by (i) the Board of Directors or (ii) the Written Consent Requesting Stockholder or group (or the beneficial owner(s), if any, on whose behalf any such Written Consent Requesting Stockholder is acting) seeking to take action by written consent of stockholders in accordance with this Paragraph 8, Regulation 14A of the Exchange Act (without reliance upon any exemption in Regulation 14A, including the exemption contained in clause (iv) of Rule 14a-1(l)(2) or Rule 14a-2(b) thereunder) (or any subsequent provisions replacing such act or regulations) and any other applicable law, from all holders of shares of capital stock of the Corporation entitled to give consent the proposed action.

(f) No Consent shall be effective to take the corporate action referred to therein unless such Consent is dated and delivered to the Corporation in accordance with this Paragraph 8 and applicable law and, within sixty (60) days after the first date on which a Consent is validly delivered in the manner required by paragraph (g) of this Paragraph 8 and applicable law (and in any event not later than one hundred and twenty (120) days after the Written Consent Record Date), Consents signed by a sufficient number of stockholders to take such action are so delivered to the Corporation. A Consent shall not be valid if it purports to provide (or if the person signing such Consent provides, through instructions to an agent or otherwise) that it will be effective at a future time or at a time determined upon the happening of an event.

(g) No Consents may be delivered to the Corporation until (i) sixty (60) days after the Written Consent Request Effective Time, or (ii) such later date as may be determined in good faith by the Board of Directors, which determination shall be conclusive and binding, in the event it concludes, consistent with its fiduciary duties, that additional time is required for stockholders to make an informed decision in connection with such Consent. Consents must be delivered to the Secretary at the principal executive offices of the Corporation. In the event of the receipt by the Corporation of one or more Consents, the Secretary of the Corporation, or such other officer of the Corporation as the Board of Directors may designate, shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by consent of stockholders in lieu of a meeting as the Secretary of the Corporation or such other officer deems necessary or appropriate to determine whether the stockholders of a number of shares of capital stock having the requisite voting power to authorize or take the action specified in Consents have given consent. The Board of Directors may appoint an independent person to serve as inspector (“Inspector”) to conduct the ministerial review referenced in the immediately preceding sentence, and such Inspector shall provide a report with respect to such review to the Corporation promptly upon the completion thereof. Subject to paragraph (h) of this Paragraph 8, if, after completion of the review required by this paragraph (g), the Secretary of the Corporation or such other officer as the Board of Directors shall have designated shall determine that the action purported to have been taken is duly authorized by the Consents, the Secretary or such other officer shall certify that fact on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders and the Consents shall be filed in such records. No action by consent of stockholders in lieu of a meeting shall be effective until such date as the Secretary or such other officer certifies to the Corporation that the Consents delivered to the Corporation in accordance with this paragraph (g) represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with the General Corporation Law, the Certificate of Incorporation and the Bylaws (the “Written Consent Certification Date”).

(h) If the Board of Directors shall determine, which determination shall be conclusive and binding, that any Written Consent Request or any proposed action by consent of stockholders in lieu of a meeting was not properly made or effected in accordance with this Certificate of Incorporation, the Bylaws or applicable law, including, without limitation, due to the fact that one or more Written Consent Requests or Consents were not delivered in compliance with the provisions of this Certificate of Incorporation, the Bylaws or applicable law regulating action by consent of stockholders in lieu of a meeting, then the Board of Directors shall not be required to fix a Written Consent Record Date and any such purported action by consent of stockholders in lieu of a meeting shall be null and void to the fullest extent permitted by applicable law. Nothing contained in this Paragraph 8 shall in any way be construed to suggest or imply that the Board of Directors of the Corporation or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the Secretary of the Corporation, such other officer of the Corporation as the Board of Directors may designate or the Inspectors, as the case may be, or to take any other action (including, without limitation, the commencement or prosecution of any action, suit or proceeding, or the defense of any litigation, with respect thereto, and the seeking of a declaratory judgment, injunctive relief or other remedy at law or in equity).

(i) Notwithstanding anything to the contrary set forth above, (x) none of the foregoing provisions of this Paragraph 8 or any related provisions of the Bylaws shall apply to any solicitation of stockholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitled to solicit action by consent of stockholders in lieu of a meeting in accordance with applicable law.

9. Bylaws. The Board of Directors shall have the right to make, alter or repeal the Bylaws of the Corporation, subject to the right of the stockholders of the Corporation to alter or repeal any Bylaw made by the Board of Directors.

10. Elections. The election of directors of the Corporation need not be by written ballot, unless the Bylaws of the Corporation otherwise provide.

11. Indemnification.

(a) To the fullest extent permitted by law, no director or officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.

(b) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action either in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, excise taxes pursuant to the Employee Retirement Income Security Act of 1974, as amended, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to be indemnified conferred in this Paragraph 11 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by the director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan), in advance of the final disposition of proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Paragraph or otherwise. The

Corporation may also provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(c) The indemnification provided by this Paragraph 11 shall not limit or exclude any rights, indemnities or limitations of liability to which any person may be entitled, whether as a matter of law, under the By-Laws of the Corporation, by agreement, vote of the stockholders or disinterested directors of the Corporation or otherwise.

(d) If a claim under paragraph (b) of this Paragraph 11 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard or conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct.

(e) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

12. Amendment or Repeal. In addition to any other vote required by law or this Certificate of Incorporation (including any Certificate of Designation relating to a series of Preferred Stock), the affirmative vote of the holders of record of outstanding shares of capital stock of the Corporation representing at least a majority of the voting power of all the outstanding shares of capital stock of the Corporation shall be required to amend, alter or repeal, or adopt any provision of this Restated Certificate of Incorporation.

IN WITNESS WHEREOF, Quest Diagnostics Incorporated has caused this Restated Certificate of Incorporation to be executed by its duly authorized officer on this 14th day of August, 2024.

QUEST DIAGNOSTICS INCORPORATED

By: /s/ Sean D. Mersten

Sean D. Mersten

Vice President and Corporate Secretary

Exhibit 22

Subsidiary Guarantors of Securities

As of October 23, 2024, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended:


Securities	Issuer	Subsidiary Guarantor	State of Organization
6.95% Senior Notes due 2037 5.75% Senior Notes due 2040	Quest Diagnostics Incorporated	American Medical Laboratories, Incorporated	Delaware
		AmeriPath, Inc.	Delaware
		AmeriPath Consolidated Labs, Inc.	Florida
		AmeriPath Florida, LLC	Delaware
		AmeriPath Hospital Services Florida, LLC	Delaware
		AmeriPath Kentucky, Inc.	Kentucky
		AmeriPath New York, LLC	Delaware
		AmeriPath Texas, Inc.	Delaware
		Blueprint Genetics Inc.	Delaware
		Diagnostic Pathology Services, Inc.	Oklahoma
		ExamOne World Wide, Inc.	Pennsylvania
		ExamOne World Wide of NJ, Inc.	New Jersey
		Kailash B. Sharma, M.D., Inc.	Georgia
		LabOne, LLC	Missouri
		LabOne of Ohio, Inc.	Delaware
		Ocmulgee Medical Pathology Association, Inc.	Georgia
		Quest Diagnostics Clinical Laboratories, Inc.	Delaware
		Quest Diagnostics Holdings Incorporated	Delaware
		Quest Diagnostics Incorporated	Maryland
		Quest Diagnostics Incorporated	Nevada
		Quest Diagnostics Investments LLC	Delaware
		Quest Diagnostics LLC	Connecticut
		Quest Diagnostics LLC	Illinois
		Quest Diagnostics LLC	Massachusetts
		Quest Diagnostics Nichols Institute	California
		Quest Diagnostics Nichols Institute, Inc.	Virginia
		Quest Diagnostics of Pennsylvania Inc.	Delaware
		Specialty Laboratories, Inc.	California
		Unilab Corporation	Delaware

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James E. Davis, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Quest Diagnostics Incorporated;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 23, 2024


By			/s/ James E. Davis

			James E. Davis
			Chairman, Chief Executive Officer and
			President

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sam Samad, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Quest Diagnostics Incorporated;

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 23, 2024


By			/s/ Sam Samad

			Sam Samad
			Executive Vice President and
			Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended September 30, 2024 of Quest Diagnostics Incorporated, as being filed with the Securities and Exchange Commission concurrently herewith, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Quest Diagnostics Incorporated.

Dated:

October 23, 2024

/s/ James E. Davis

James E. Davis

Chairman, Chief Executive Officer and

President

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Dated:

October 23, 2024

/s/ Sam Samad

Sam Samad

Executive Vice President and

Chief Financial Officer

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Oct. 15, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-12215
Entity Registrant Name	Quest Diagnostics Inc
Entity Central Index Key	0001022079
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1387862
Entity Address, Address Line One	500 Plaza Drive
Entity Address, City or Town	Secaucus,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07094
City Area Code	(973)
Local Phone Number	520-2700
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DGX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		111,615,181

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenues	$ 2,488	$ 2,295	$ 7,251	$ 6,964
Operating costs and expenses and other operating income:
Cost of services	1,677	1,541	4,865	4,647
Selling, general and administrative	448	380	1,304	1,235
Amortization of intangible assets	32	27	90	81
Other operating expense, net	1	5	7	6
Total operating costs and expenses, net	2,158	1,953	6,266	5,969
Operating income	330	342	985	995
Other income (expense):
Interest expense, net	(49)	(40)	(136)	(112)
Other income (expense), net	15	(3)	27	10
Total non-operating expense, net	(34)	(43)	(109)	(102)
Income before income taxes and equity in earnings of equity method investees	296	299	876	893
Income tax expense	(65)	(68)	(205)	(208)
Equity in earnings of equity method investees, net of taxes	6	6	14	18
Net income	237	237	685	703
Less: Net income attributable to noncontrolling interests	11	12	36	41
Net income attributable to Quest Diagnostics	$ 226	$ 225	$ 649	$ 662
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic (in dollars per share)	$ 2.01	$ 1.99	$ 5.80	$ 5.87
Diluted (in dollars per share)	$ 1.99	$ 1.96	$ 5.74	$ 5.79
Weighted average common shares outstanding:
Basic (in Shares)	112	112	111	112
Diluted (in Shares)	113	114	112	114

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 237	$ 237	$ 685	$ 703
Other comprehensive income (loss):
Foreign currency translation adjustment	1	(4)	(4)	1
Net deferred gain on cash flow hedges, net of taxes	3	0	3	0
Other comprehensive income (loss) income	4	(4)	(1)	1
Comprehensive income	241	233	684	704
Less: Comprehensive income attributable to noncontrolling interests	11	12	36	41
Comprehensive income attributable to Quest Diagnostics	$ 230	$ 221	$ 648	$ 663

CONSOLIDATED BALANCE SHEETS - USD ($) shares in Millions, $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 764	$ 686
Accounts receivable, net of allowance for credit losses of $29 and $27 as of September 30, 2024 and December 31, 2023, respectively	1,376	1,210
Inventories	184	190
Prepaid expenses and other current assets	299	286
Total current assets	2,623	2,372
Property, plant and equipment, net	2,093	1,816
Operating lease right-of-use assets	661	602
Goodwill	8,605	7,733
Intangible assets, net	1,716	1,166
Investments in equity method investees	125	135
Other assets	272	198
Total assets	16,095	14,022
Current liabilities:
Accounts payable and accrued expenses	1,313	1,359
Current portion of long-term debt	603	303
Current portion of long-term operating lease liabilities	176	153
Total current liabilities	2,092	1,815
Long-term debt	5,648	4,410
Long-term operating lease liabilities	543	503
Other liabilities	891	876
Commitments and contingencies
Redeemable noncontrolling interest	80	76
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2024 and December 31, 2023; 162 shares issued as of both September 30, 2024 and December 31, 2023	2	2
Additional paid-in capital	2,332	2,320
Retained earnings	9,222	8,825
Accumulated other comprehensive loss	(15)	(14)
Treasury stock, at cost; 50 shares and 51 shares as of September 30, 2024 and December 31, 2023, respectively	(4,732)	(4,826)
Total Quest Diagnostics stockholders’ equity	6,809	6,307
Noncontrolling interests	32	35
Total stockholders’ equity	6,841	6,342
Total liabilities and stockholders’ equity	$ 16,095	$ 14,022
Treasury stock (in shares)	50	51

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 29	$ 27
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	600	600
Common stock, shares issued (in shares)	162	162
Treasury stock (in shares)	50	51

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income	$ 685	$ 703
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	358	330
Provision for credit losses	4	0
Deferred income tax benefit	(21)	(39)
Stock-based compensation expense	61	58
Other, net	17	12
Changes in operating assets and liabilities:
Accounts receivable	(140)	(86)
Accounts payable and accrued expenses	(102)	(231)
Income taxes payable	31	0
Other assets and liabilities, net	(23)	(2)
Net cash provided by operating activities	870	745
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(1,781)	(611)
Capital expenditures	(302)	(336)
Other investing activities, net	37	0
Net cash used in investing activities	(2,046)	(947)
Cash flows from financing activities:
Proceeds from borrowings	1,846	1,703
Repayments of debt	(302)	(1,426)
Exercise of stock options	52	60
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(24)	(28)
Dividends paid	(247)	(234)
Distributions to noncontrolling interest partners	(35)	(41)
Other financing activities, net	(36)	(4)
Net cash provided by financing activities	1,254	30
Net change in cash and cash equivalents and restricted cash	78	(172)
Cash and cash equivalents and restricted cash, beginning of period	686	315
Cash and cash equivalents and restricted cash, end of period	$ 764	$ 143

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Compre- hensive Loss	Treasury Stock, at Cost	Non- controlling Interests
Balance, shares at Dec. 31, 2022		111
Balance at Dec. 31, 2022	$ 5,930	$ 2	$ 2,295	$ 8,290	$ (21)	$ (4,673)	$ 37
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	699			662			37
Other comprehensive income (loss), net of taxes	1				1
Dividends declared	(241)			(241)
Distributions to noncontrolling interest partners	(36)						(36)
Issuance of common stock under benefit plans, shares		1
Issuance of common stock under benefit plans	20		(40)			60
Stock-based compensation expense	58		58
Exercise of stock options	60		(1)			61
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(28)		(10)			(18)
Balance, shares at Sep. 30, 2023		112
Balance at Sep. 30, 2023	6,463	$ 2	2,302	8,711	(20)	(4,570)	38
Balance, shares at Jun. 30, 2023		112
Balance at Jun. 30, 2023	6,287	$ 2	2,284	8,566	(16)	(4,587)	38
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	236			225			11
Other comprehensive income (loss), net of taxes	(4)				(4)
Dividends declared	(80)			(80)
Distributions to noncontrolling interest partners	(11)						(11)
Issuance of common stock under benefit plans	5		1			4
Stock-based compensation expense	18		18
Exercise of stock options	12		(1)			13
Balance, shares at Sep. 30, 2023		112
Balance at Sep. 30, 2023	6,463	$ 2	2,302	8,711	(20)	(4,570)	38
Balance, shares at Dec. 31, 2023		111
Balance at Dec. 31, 2023	6,342	$ 2	2,320	8,825	(14)	(4,826)	35
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	681			649			32
Other comprehensive income (loss), net of taxes	(1)				(1)
Dividends declared	(252)			(252)
Distributions to noncontrolling interest partners	(35)						(35)
Issuance of common stock under benefit plans	20		(40)			60
Stock-based compensation expense	61		61
Exercise of stock options, shares		1
Exercise of stock options	52					52
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(24)		(6)			(18)
Acquisition of additional ownership interest in subsidiary	(3)		(3)
Balance, shares at Sep. 30, 2024		112
Balance at Sep. 30, 2024	6,841	$ 2	2,332	9,222	(15)	(4,732)	32
Balance, shares at Jun. 30, 2024		111
Balance at Jun. 30, 2024	6,656	$ 2	2,314	9,080	(19)	(4,760)	39
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	236			226			10
Other comprehensive income (loss), net of taxes	4				4
Dividends declared	(84)			(84)
Distributions to noncontrolling interest partners	(17)						(17)
Issuance of common stock under benefit plans	7		1			6
Stock-based compensation expense	19		19
Exercise of stock options, shares		1
Exercise of stock options	24		1			23
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(1)					(1)
Acquisition of additional ownership interest in subsidiary	(3)		(3)
Balance, shares at Sep. 30, 2024		112
Balance at Sep. 30, 2024	$ 6,841	$ 2	$ 2,332	$ 9,222	$ (15)	$ (4,732)	$ 32

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2024
Description of Business (Abstract)
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Background Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") work across the healthcare ecosystem to create a healthier world, one life at a time. The Company's diagnostic information services ("DIS") business provides diagnostic insights from the results of its laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, the diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. In the right hands and with the right context, the diagnostic insights can inspire actions that transform lives and create a healthier world. The Company provides services to a broad range of customers within its primary customer channels - physicians (including those associated with accountable care organizations and Federally Qualified Health Centers), hospitals, and patients and consumers. Other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories. The Company offers broad access to clinical testing through a nationwide network of laboratories, patient service centers, phlebotomists in physician offices, and connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals. The Company's large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding the Company's tests and test results, and help them best utilize Quest Diagnostics' services to improve outcomes and enhance satisfaction. The Company's Diagnostic Solutions ("DS") group, which represents the balance of the Company's consolidated net revenues, includes the Company's risk assessment services business, which offers solutions for insurers, and the Company's healthcare information technology businesses, which offer solutions for healthcare providers and payers.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”). The accounting policies of the Company are the same as those set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2023 Annual Report on Form 10-K. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings Per Share The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"), if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities. New Accounting Standards to be Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"). The pronouncement is effective for annual filings for the year ended December 31, 2024 and for interim periods within the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows. In December 2023, the FASB issued a new accounting standard which will require companies to make additional income tax disclosures. The pronouncement is effective for annual filings for the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows. In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements: •capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise; •capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and •whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans. The footnote disclosures are effective for annual filings for the year ended December 31, 2025. The Company is currently evaluating the impact of the adoption of the rule.

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS PER SHARE

The computation of basic and diluted earnings per common share was as follows (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amounts attributable to Quest Diagnostics’ common stockholders:




Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662
Less: Earnings allocated to participating securities	1		2		3		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	225	$	223	$	646	$	658

Weighted average common shares outstanding – basic	112		112		111		112
Effect of dilutive securities:
Stock options and performance share units	1		2		1		2
Weighted average common shares outstanding – diluted	113		114		112		114

Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	2.01	$	1.99	$	5.80	$	5.87




Diluted	$	1.99	$	1.96	$	5.74	$	5.79

The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Stock options and performance share units	—	1	1	—

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

Invigorate Program

Restructuring and Impairment Charges

The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Employee separation costs	$	7	$	1	$	21	$	17
Asset impairment charges	—		—		—		5
Total restructuring and impairment charges	$	7	$	1	$	21	$	22

Charges for all periods presented were primarily recorded in the Company's DIS business.

The restructuring liability as of September 30, 2024 and December 31, 2023, which is included in accounts payable and accrued expenses, was $16 million and $12 million, respectively.

BUSINESS ACQUISITIONS

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

BUSINESS ACQUISITIONS

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco")

On February 12, 2024, the Company acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million.

Acquisition of select assets of PathAI Diagnostics

On June 10, 2024, the Company 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 LifeLabs

Following the acquisition in August 2024, LifeLabs contributed $74 million to the Company's consolidated net revenues for the period ending September 30, 2024.

Pro Forma Combined Financial Information


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Pro forma net revenues	$	2,588	$	2,461	$	7,700	$	7,471

Pro forma net income attributable to Quest Diagnostics	$	222	$	225	$	647	$	661

Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic	$	1.97	$	1.99	$	5.78	$	5.87
Diluted	$	1.95	$	1.97	$	5.72	$	5.79

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

Acquisition of the laboratory business of three physician groups in New York

On September 30, 2024, the Company acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million.


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total

Cash and cash equivalents	$	50	$	—	$	—	$	—	$	50
Accounts receivable	30		—		—		—		30
Other current assets	23		—		—		2		25
Property, plant and equipment	255		—		—		4		259
Finance lease assets (recorded in property, plant and equipment)	—		—		—		17		17
Operating lease right-of-use assets	67		—		—		17		84
Goodwill	300		243		175		154		872

Intangible assets	434		57		55		95		641
Other assets	36		—		—		—		36

Total assets acquired	1,195		300		230		289		2,014

Accounts payable and accrued expenses	67		—		—		—		67

Current portion of long-term operating lease liabilities	17		—		—		4		21
Finance lease liabilities (recorded in long-term debt)	—		—		—		17		17
Long-term operating lease liabilities	50		—		—		13		63
Other liabilities	8		—		—		7		15

Total liabilities assumed	142		—		—		41		183

Net assets acquired	$	1,053	$	300	$	230	$	248	$	1,831

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

The preliminary fair values of the acquired intangible assets are as follows:


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total		Weighted Average Useful Life (in years)
Customer related	$	335	$	57	$	55	$	95	$	542	15 - 25
Trade name	99		—		—		—		99		15
	$	434	$	57	$	55	$	95	$	641

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

For details regarding the Company's 2023 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis:


			Basis of Fair Value Measurements

			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2024	Total		Level 1		Level 2		Level 3
Assets:

Deferred compensation trading securities	$	79	$	79	$	—	$	—
Cash surrender value of life insurance policies	64		—		64		—




Total	$	143	$	79	$	64	$	—

Liabilities:
Deferred compensation liabilities	$	147	$	—	$	147	$	—


Contingent consideration	113		—		—		113

Total	$	260	$	—	$	147	$	113

Redeemable noncontrolling interest	$	80	$	—	$	—	$	80


			Basis of Fair Value Measurements
December 31, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	70	$	70	$	—	$	—
Cash surrender value of life insurance policies	55		—		55		—

Available-for-sale debt securities	2		—		—		2



Total	$	127	$	70	$	55	$	2

Liabilities:
Deferred compensation liabilities	$	131	$	—	$	131	$	—

Contingent consideration	104		—		—		104



Total	$	235	$	—	$	131	$	104

Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

A detailed description regarding the Company's fair value measurements is contained in Note 8 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

The Company has additional contingent consideration obligations in connection with other acquisitions. The liabilities related to such obligations are included in the amounts below.

The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3):


	Contingent Consideration

Balance, December 31, 2023	$	104
Purchases, additions and issuances	6
Settlements	(6)
Total fair value adjustments included in earnings - realized/unrealized	9


Balance, September 30, 2024	$	113

The $9 million net loss included in earnings associated with the change in the fair value of contingent consideration for

the nine months ended September 30, 2024 is reported in other operating expense, net.

DEBT

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

DEBT

Long-term debt (including finance lease obligations) as of September 30, 2024 and December 31, 2023 consisted of the following:


	September 30, 2024		December 31, 2023

4.25% Senior Notes due April 2024	$	—	$	301
3.50% Senior Notes due March 2025	603		606
3.45% Senior Notes due June 2026	504		505
4.60% Senior Notes due December 2027	400		—
4.20% Senior Notes due June 2029	499		499
4.625% Senior Notes due December 2029	599		—
2.95% Senior Notes due June 2030	799		799
2.80% Senior Notes due June 2031	549		550
6.40% Senior Notes due November 2033	750		750
5.00% Senior Notes due December 2034	847		—
6.95% Senior Notes due July 2037	175		175
5.75% Senior Notes due January 2040	246		246
4.70% Senior Notes due March 2045	300		300
Other	17		7
Debt issuance costs	(37)		(25)
Total long-term debt	6,251		4,713
Less: Current portion of long-term debt	603		303
Total long-term debt, net of current portion	$	5,648	$	4,410

August 2024 Senior Notes Offering

Repayment of Senior Notes

During the nine months ended September 30, 2024, the Company repaid in full the outstanding indebtedness under the Company's $300 million of 4.25% senior notes which matured on April 1, 2024.

3.50% Senior Notes due March 2025

Secured Receivables Credit Facility

Maturities of Long-Term Debt

As of September 30, 2024, long-term debt matures as follows:


Year Ending December 31,
Remainder of 2024	$	—
2025	601
2026	501
2027	401
2028	1
Thereafter	4,789
Total maturities of long-term debt	6,293
Unamortized discount	(11)
Debt issuance costs	(37)
Fair value basis adjustments attributable to hedged debt	6
Total long-term debt	6,251
Less: Current portion of long-term debt	603
Total long-term debt, net of current portion	$	5,648

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

Interest Rate Risk

Interest Rate Derivatives – Cash Flow Hedges

Interest Rate Derivatives – Fair Value Hedges


	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2024		December 31, 2023
Long-term debt	$	6	$	13

(a) As of both September 30, 2024 and December 31, 2023, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST	9 Months Ended
	Sep. 30, 2024
Equity, Attributable to Parent [Abstract]
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST	STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST Stockholders' Equity Changes in Accumulated Other Comprehensive Loss by Component Comprehensive income (loss) includes: •Foreign currency translation adjustments; •Net deferred gains (losses) on cash flow hedges, which represent deferred gains (losses), net of tax, on interest rate-related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Note 8); and •Net changes in available-for-sale debt securities, which represent unrealized holding gains (losses), net of tax, on available-for-sale debt securities. For the three and nine months ended September 30, 2024 and 2023, the tax effects related to the deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes. Dividend Program During each of the first three quarters of 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.75 per common share. During each of the four quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share. Share Repurchase Program As of September 30, 2024, $1.0 billion remained available under the Company’s share repurchase authorization. The share repurchase authorization has no set expiration or termination date. Share Repurchases For both the nine months ended September 30, 2024 and 2023, the Company repurchased no shares of its common stock. Shares Reissued from Treasury Stock For the nine months ended September 30, 2024 and 2023, the Company reissued 1.0 million shares and 1.1 million shares, respectively, from treasury stock under its Employee Stock Purchase Plan and its stock-based compensation program. For details regarding the Company's stock ownership and compensation plans, see Note 18 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K. Redeemable Noncontrolling Interest In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. As of September 30, 2024 and December 31, 2023, the redeemable noncontrolling interest was presented at its fair value. For further details regarding the fair value of the redeemable noncontrolling interest, see Note 6.

SUPPLEMENTAL CASH FLOW & OTHER DATA

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW & OTHER DATA

SUPPLEMENTAL CASH FLOW AND OTHER DATA

Supplemental cash flow and other data for the three and nine months ended September 30, 2024 and 2023 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense	$	93	$	84	$	268	$	249
Amortization expense	32		27		90		81
Depreciation and amortization expense	$	125	$	111	$	358	$	330

Interest expense	$	(58)	$	(41)	$	(154)	$	(117)
Interest income	9		1		18		5
Interest expense, net	$	(49)	$	(40)	$	(136)	$	(112)

Interest paid	$	62	$	17	$	167	$	97
Income taxes paid	$	61	$	99	$	179	$	233

Accounts payable associated with capital expenditures	$	35	$	27	$	35	$	27

Dividends payable	$	84	$	81	$	84	$	81

Businesses acquired:
Fair value of assets acquired	$	1,725	$	2	$	2,014	$	736
Fair value of liabilities assumed	142		—		183		36
Fair value of net assets acquired	1,583		2		1,831		700
Merger consideration payable	—		—		—		(88)
Cash paid for business acquisitions	1,583		2		1,831		612
Less: Cash acquired	50		—		50		1
Business acquisitions, net of cash acquired	$	1,533	$	2	$	1,781	$	611

Leases:




Leased assets obtained in exchange for new operating lease liabilities	$	33	$	42	$	120	$	143

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Letters of Credit The Company can issue letters of credit under its secured receivables credit facility and its $750 million senior unsecured revolving credit facility. For further discussion regarding the facilities, see Note 14 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K. In support of its risk management program, $73 million in letters of credit under the secured receivables credit facility were outstanding as of September 30, 2024, providing collateral for current and future automobile liability and workers’ compensation loss payments. Contingent Lease Obligations The Company remains subject to contingent obligations under certain real estate leases for which no liability has been recorded. For further details, see Note 19 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K. Certain Legal Matters The Company may incur losses associated with these proceedings and investigations, but it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, fines, penalties, or other resolution of these proceedings and investigations based on the stage of these proceedings and investigations, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues. The Company has insurance coverage rights in place (limited in amount; subject to deductible) for certain potential costs and liabilities related to these proceedings and investigations. In 2020, two putative class action lawsuits were filed in the U.S. District Court for New Jersey against the Company and other defendants with respect to the Company’s 401(k) plan. The complaint alleges, among other things, that the fiduciaries of the 401(k) plan breached their duties by failing to disclose the expenses and risks of plan investment options, allowing unreasonable administration expenses to be charged to plan participants, and selecting and retaining high cost and poor performing investments. In October 2020, the court consolidated the two lawsuits under the caption In re: Quest Diagnostics ERISA Litigation and plaintiffs filed a consolidated amended complaint. In May 2021, the court denied the Company's motion to dismiss the complaint. After discovery was completed, the Company filed a motion for summary judgment, which was granted. On June 3, 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”) had informed the Company and Optum360 LLC that an unauthorized user had access to AMCA’s system between August 1, 2018 and March 30, 2019 (the “AMCA Data Security Incident”). Optum360 provides revenue management services to the Company, and AMCA provided debt collection services to Optum360. AMCA first informed the Company of the AMCA Data Security Incident on May 14, 2019. AMCA’s affected system included financial information (e.g., credit card numbers and bank account information), medical information and other personal information (e.g., social security numbers). Test results were not included. Neither Optum360’s nor the Company’s systems or databases were involved in the incident. AMCA also informed the Company that information pertaining to other laboratories’ customers was also affected. Following announcement of the AMCA Data Security Incident, AMCA sought protection under the U.S. bankruptcy laws. The bankruptcy proceeding has been dismissed. Numerous putative class action lawsuits were filed against the Company related to the AMCA Data Security Incident. The U.S. Judicial Panel on Multidistrict Litigation transferred the cases that were then still pending to, and consolidated them for pre-trial proceedings in, the U.S. District Court for New Jersey. In November 2019, the plaintiffs in the multidistrict proceeding filed a consolidated putative class action complaint against the Company and Optum360 that named additional individuals as plaintiffs and that asserted a variety of common law and statutory claims in connection with the AMCA Data Security Incident. In January 2020, the Company moved to dismiss the consolidated complaint; the motion to dismiss was granted in part and denied in part. Plaintiffs filed an amended complaint, which the Company also moved to dismiss. The motion was granted in part and denied in part. Discovery is proceeding. In addition, a group of state attorney general offices are investigating the Company in connection with the AMCA Data Security Incident. The Company is cooperating with the investigation. ReproSource Fertility Diagnostics, Inc. (“ReproSource”), a subsidiary of the Company, is subject to two putative class action lawsuits related to a data security incident that occurred in August 2021 in which plaintiffs allege that an unauthorized party accessed or acquired protected health information and personally identifiable information of ReproSource patients. Bickham v. ReproSource Fertility Diagnostics, Inc. is pending in the U.S. District Court for the District of Massachusetts (the "Massachusetts District Court"), and Trouville v. ReproSource Fertility Diagnostics, Inc., which was originally filed in the U.S. District Court for the Eastern District of California, has now been transferred to the Massachusetts District Court. A third case filed in the Massachusetts District Court, Gordon v. ReproSource Fertility Diagnostics, Inc., was consolidated into the Bickham case. The Bickham and Trouville complaints seek to represent a class of all individuals potentially impacted by the August 2021 data security incident, and generally allege that ReproSource, among other claims, failed to adequately safeguard patients’ private information. On January 10, 2024, ReproSource agreed to settle the Bickham case on a class-wide basis, and the settlement was approved by the District Court on July 25, 2024. The Company’s motion to stay the Trouville case was granted, and the plaintiff agreed to dismiss the case. The Company is subject to a putative class action entitled Cole, et al. v Quest Diagnostics Incorporated, which was filed in the U. S. District Court for the Eastern District of California, for allegedly conspiring with Facebook to track customers’ internet communications on Company web platforms without authorization, in violation of the California Invasion of Privacy Act and the California Confidentiality of Medical Information Act . The complaint alleged that the Company’s actions were an invasion of privacy and contributed to a loss of value in plaintiffs’ personally identifiable information. The Company moved to dismiss the case or, in the alternative, transfer venue to the U.S. District Court for New Jersey. Subsequently, plaintiffs filed an amended complaint, which the Company also moved to dismiss. The Company's motion to transfer the case was granted. The Company refiled its motion to dismiss with the New Jersey District Court, which was granted in part and denied in part. As previously disclosed, in August 2011, the Company had received a subpoena from the U.S. Attorney for the Northern District of Georgia seeking various business records, including records related to the Company's compliance program, certain marketing materials, certain product offerings, and certain test ordering and other policies. The Company cooperated with the request. In 2021, a third amended complaint in a qui tam action filed in the U.S. District Court for the Northern District of Georgia was unsealed, which is related to the matter underlying the August 2011 subpoena. Both the U.S. Department of Justice and the State of Georgia declined to intervene in the action. The Company moved to dismiss the complaint and the complaint was dismissed without prejudice in August 2022. The relator subsequently filed a fourth amended complaint, which the Company has moved to dismiss. On August 23, 2024, the district court dismissed the complaint with prejudice. The realtor has filed a notice of appeal. The Company also received subpoenas from the U.S. Attorney for the District of New Jersey. The subpoenas seek various records relating to the Company’s relationship with the New York Giants and adherence to certain company policies and federal laws. The Company is cooperating with the investigation. The Company has also received subpoenas from the New York Attorney General’s Office that seek information about, among other things, the ordering and billing of certain test panels to Medicaid programs in New York. The Company is cooperating with the investigation. Other Legal Matters In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with the Company's activities as a provider of diagnostic testing, information and services. These actions could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages, and could have an adverse impact on the Company's client base and reputation. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental agencies regarding the Company's business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. The federal or state governments may bring claims based on the Company's current practices, which it believes are lawful. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of government or private payers. The Company is aware of lawsuits, and from time to time has received subpoenas, related to billing or other practices based on the False Claims Act or other federal and state statutes, regulations or other laws. The Company understands that there may be other pending qui tam claims brought by former employees or other "whistleblowers" as to which the Company cannot determine the extent of any potential liability. Management cannot predict the outcome of such matters. Although management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company's financial condition, given the high degree of judgment involved in establishing loss estimates related to these types of matters, the outcome of such matters may be material to the Company's consolidated results of operations or cash flows in the period in which the impact of such matters is determined or paid. These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of September 30, 2024, the Company does not believe that material losses related to legal matters are probable. Reserves for legal matters totaled $4 million and $6 million as of September 30, 2024 and December 31, 2023, respectively. Reserves for General and Professional Liability Claims As a general matter, providers of clinical testing services may be subject to lawsuits alleging negligence or other similar legal claims. These suits could involve claims for substantial damages. Any professional liability litigation could also have an adverse impact on the Company's client base and reputation. The Company maintains various liability insurance coverages for, among other things, claims that could result from providing, or failing to provide, clinical testing services, including inaccurate testing results, and other exposures. The Company's insurance coverage limits its maximum exposure on individual claims; however, the Company is essentially self-insured for a significant portion of these claims. The Company is subject to a series of individual claims brought by persons in Ireland related to allegations stemming from pap smear screening services performed by the Company. In general, claimants have alleged that the results of certain pap smear screening tests performed by the Company and other providers, pursuant to a program coordinated by the Irish government, were incorrect for individuals who were later diagnosed with cervical cancer. The Irish government and an independent scoping inquiry commissioned by the Irish government found that the Company’s performance of its screening services for the Irish cervical cancer screening program were in accordance with both Ireland’s requirements and international standards. The Company has settled claims made by certain individuals, is a party in multiple lawsuits and may be served as a party in additional lawsuits. The Company does not believe that the resolution of existing or future claims will have a material adverse effect on its financial position or liquidity, but the ultimate outcomes of these claims are unpredictable and subject to significant uncertainties. Reserves for general and professional liability claims matters, including those associated with both asserted and incurred but not reported claims, are established on an undiscounted basis by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $166 million and $173 million as of September 30, 2024 and December 31, 2023, respectively. While the basis for claims reserves is actuarially determined losses based upon the Company's historical and projected loss experience, the process of analyzing, assessing and establishing reserve estimates relative to these types of claims involves a high degree of judgment. Although the Company believes that its present reserves and insurance coverage are sufficient to cover currently estimated exposures, it is possible that the Company may incur liabilities in excess of its recorded reserves or insurance coverage. Changes in the facts and circumstances associated with claims could have a material impact on the Company’s results of operations (principally costs of services), cash flows and financial condition in the period that reserve estimates are adjusted or paid.

BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
DIS business	$	2,427	$	2,228	$	7,058	$	6,755
All other operating segments	61		67		193		209
Total net revenues	$	2,488	$	2,295	$	7,251	$	6,964

Operating earnings (loss):
DIS business	$	407	$	392	$	1,200	$	1,176
All other operating segments	6		8		23		26
General corporate activities	(83)		(58)		(238)		(207)
Total operating income	330		342		985		995
Non-operating expense, net	(34)		(43)		(109)		(102)
Income before income taxes and equity in earnings of equity method investees	296		299		876		893
Income tax expense	(65)		(68)		(205)		(208)
Equity in earnings of equity method investees, net of taxes	6		6		14		18


Net income	237		237		685		703
Less: Net income attributable to noncontrolling interests	11		12		36		41
Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662

REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGITION

REVENUE RECOGNITION

DIS

For further details regarding revenue recognition in the Company's DIS business, see Note 3 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

The Company’s DS businesses primarily satisfy their performance obligations and recognize revenues when delivery has occurred or services have been rendered.

Net Revenue and Net Accounts Receivable by Payer Customer Type

The approximate percentage of net revenue by type of payer customer was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Healthcare insurers:
Fee-for-service	38	%	36	%	37	%	37	%
Capitated	3		3		3		3
Total healthcare insurers	41		39		40		40
Government payers	13		12		12		12
Client payers	33		34		33		33
Patients (including coinsurance and deductible responsibilities)	10		12		12		12
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

The approximate percentage of net accounts receivable by type of payer customer was as follows:


	September 30, 2024		December 31, 2023

Healthcare Insurers	27	%	24	%
Government Payers	8		7
Client Payers	42		45
Patients (including coinsurance and deductible responsibilities)	20		20
Total DIS	97		96
DS	3		4
Net accounts receivable	100	%	100	%

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 13, 2024, the Company completed the previously announced acquisition of select assets of the outreach laboratory services business of OhioHealth, which serves providers and patients in Ohio, in an all-cash transaction for $200 million. The acquisition will be accounted for as a business combination. The Company is in the process of completing the preliminary purchase price allocation of the assets acquired and liabilities assumed. During October 2024, the Company entered into various fixed-to-variable interest rate swap agreements to convert a portion of the Company's long-term debt into variable interest rate debt. The aggregate notional amount of the interest rate swap agreements was $700 million.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income attributable to Quest Diagnostics	$ 226	$ 225	$ 649	$ 662

Insider Trading Arrangements

3 Months Ended

9 Months Ended

Sep. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Name

Title

Type of Trading Arrangement

Security

Action

Date of Action

Duration of Trading Arrangement

Aggregate Number of Securities Covered

Michael Deppe

SVP, Corporate Controller and Chief Accounting Officer

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 8, 2024

August 8, 2024 to November 12, 2025*

Up to 18,755

Cathy Doherty

EVP, Regional Businesses

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 27, 2024

August 27, 2024 to August 22, 2025*

Up to 43,558*

Michael Prevoznik

SVP, General Counsel

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 30, 2024

August 30, 2024 to August 15, 2025*

Up to 43,314*

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Cathy Doherty [Member]

Trading Arrangements, by Individual

Name

Cathy Doherty

Title

EVP, Regional Businesses

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

August 27, 2024

Arrangement Duration

360 days

Aggregate Available

43,558

Michael Prevoznik [Member]

Trading Arrangements, by Individual

Name

Michael Prevoznik

Title

SVP, General Counsel

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

August 30, 2024

Arrangement Duration

350 days

Aggregate Available

43,314

Michael Deppe [Member]

Trading Arrangements, by Individual

Name

Michael Deppe

Title

SVP, Corporate Controller and Chief Accounting Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

August 8, 2024

Arrangement Duration

461 days

Aggregate Available

18,755

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).
Use Of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Earnings Per Share	The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"), if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.
New Accounting Standards to be Adopted	In November 2023, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which will require companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"). The pronouncement is effective for annual filings for the year ended December 31, 2024 and for interim periods within the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows. In December 2023, the FASB issued a new accounting standard which will require companies to make additional income tax disclosures. The pronouncement is effective for annual filings for the year ended December 31, 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows. In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements: •capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise; •capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and •whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans. The footnote disclosures are effective for annual filings for the year ended December 31, 2025. The Company is currently evaluating the impact of the adoption of the rule.
Derivative Financial Instruments	The Company uses derivative financial instruments, from time to time, to manage its exposure to market risks for changes in interest rates and foreign currencies. This strategy includes the use of interest rate swap agreements, forward-starting interest rate swap agreements, interest rate lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit-risk-related contingent features or requirements to post collateral. Interest Rate Risk The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate and, from time to time, variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has historically entered into interest rate swap agreements. Interest rate swaps involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net.

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The computation of basic and diluted earnings per common share was as follows (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amounts attributable to Quest Diagnostics’ common stockholders:




Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662
Less: Earnings allocated to participating securities	1		2		3		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	225	$	223	$	646	$	658

Weighted average common shares outstanding – basic	112		112		111		112
Effect of dilutive securities:
Stock options and performance share units	1		2		1		2
Weighted average common shares outstanding – diluted	113		114		112		114

Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	2.01	$	1.99	$	5.80	$	5.87




Diluted	$	1.99	$	1.96	$	5.74	$	5.79

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Stock options and performance share units	—	1	1	—

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Pre-Tax Restructuring and Impairment Charges

The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Employee separation costs	$	7	$	1	$	21	$	17
Asset impairment charges	—		—		—		5
Total restructuring and impairment charges	$	7	$	1	$	21	$	22

BUSINESS ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Business Acquisition, Pro Forma Information


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Pro forma net revenues	$	2,588	$	2,461	$	7,700	$	7,471

Pro forma net income attributable to Quest Diagnostics	$	222	$	225	$	647	$	661

Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic	$	1.97	$	1.99	$	5.78	$	5.87
Diluted	$	1.95	$	1.97	$	5.72	$	5.79

Schedule of Consideration Paid

The following table provides a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total

Cash and cash equivalents	$	50	$	—	$	—	$	—	$	50
Accounts receivable	30		—		—		—		30
Other current assets	23		—		—		2		25
Property, plant and equipment	255		—		—		4		259
Finance lease assets (recorded in property, plant and equipment)	—		—		—		17		17
Operating lease right-of-use assets	67		—		—		17		84
Goodwill	300		243		175		154		872

Intangible assets	434		57		55		95		641
Other assets	36		—		—		—		36

Total assets acquired	1,195		300		230		289		2,014

Accounts payable and accrued expenses	67		—		—		—		67

Current portion of long-term operating lease liabilities	17		—		—		4		21
Finance lease liabilities (recorded in long-term debt)	—		—		—		17		17
Long-term operating lease liabilities	50		—		—		13		63
Other liabilities	8		—		—		7		15

Total liabilities assumed	142		—		—		41		183

Net assets acquired	$	1,053	$	300	$	230	$	248	$	1,831

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

Schedule of Acquired Amortizable Intangible Assets

The preliminary fair values of the acquired intangible assets are as follows:


	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total		Weighted Average Useful Life (in years)
Customer related	$	335	$	57	$	55	$	95	$	542	15 - 25
Trade name	99		—		—		—		99		15
	$	434	$	57	$	55	$	95	$	641

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value, Measurement Inputs

The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis:


			Basis of Fair Value Measurements

			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2024	Total		Level 1		Level 2		Level 3
Assets:

Deferred compensation trading securities	$	79	$	79	$	—	$	—
Cash surrender value of life insurance policies	64		—		64		—




Total	$	143	$	79	$	64	$	—

Liabilities:
Deferred compensation liabilities	$	147	$	—	$	147	$	—


Contingent consideration	113		—		—		113

Total	$	260	$	—	$	147	$	113

Redeemable noncontrolling interest	$	80	$	—	$	—	$	80


			Basis of Fair Value Measurements
December 31, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	70	$	70	$	—	$	—
Cash surrender value of life insurance policies	55		—		55		—

Available-for-sale debt securities	2		—		—		2



Total	$	127	$	70	$	55	$	2

Liabilities:
Deferred compensation liabilities	$	131	$	—	$	131	$	—

Contingent consideration	104		—		—		104



Total	$	235	$	—	$	131	$	104

Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3):


	Contingent Consideration

Balance, December 31, 2023	$	104
Purchases, additions and issuances	6
Settlements	(6)
Total fair value adjustments included in earnings - realized/unrealized	9


Balance, September 30, 2024	$	113

DEBT (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Long-term debt (including finance lease obligations) as of September 30, 2024 and December 31, 2023 consisted of the following:


	September 30, 2024		December 31, 2023

4.25% Senior Notes due April 2024	$	—	$	301
3.50% Senior Notes due March 2025	603		606
3.45% Senior Notes due June 2026	504		505
4.60% Senior Notes due December 2027	400		—
4.20% Senior Notes due June 2029	499		499
4.625% Senior Notes due December 2029	599		—
2.95% Senior Notes due June 2030	799		799
2.80% Senior Notes due June 2031	549		550
6.40% Senior Notes due November 2033	750		750
5.00% Senior Notes due December 2034	847		—
6.95% Senior Notes due July 2037	175		175
5.75% Senior Notes due January 2040	246		246
4.70% Senior Notes due March 2045	300		300
Other	17		7
Debt issuance costs	(37)		(25)
Total long-term debt	6,251		4,713
Less: Current portion of long-term debt	603		303
Total long-term debt, net of current portion	$	5,648	$	4,410

Schedule of Maturities of Long-term Debt

As of September 30, 2024, long-term debt matures as follows:


Year Ending December 31,
Remainder of 2024	$	—
2025	601
2026	501
2027	401
2028	1
Thereafter	4,789
Total maturities of long-term debt	6,293
Unamortized discount	(11)
Debt issuance costs	(37)
Fair value basis adjustments attributable to hedged debt	6
Total long-term debt	6,251
Less: Current portion of long-term debt	603
Total long-term debt, net of current portion	$	5,648

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Debt Instrument Fair Value Basis Adjustment Attributable to Hedged Debt


	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2024		December 31, 2023
Long-term debt	$	6	$	13

(a) As of both September 30, 2024 and December 31, 2023, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

SUPPLEMENTAL CASH FLOW & OTHER DATA (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow and Other Data

Supplemental cash flow and other data for the three and nine months ended September 30, 2024 and 2023 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation expense	$	93	$	84	$	268	$	249
Amortization expense	32		27		90		81
Depreciation and amortization expense	$	125	$	111	$	358	$	330

Interest expense	$	(58)	$	(41)	$	(154)	$	(117)
Interest income	9		1		18		5
Interest expense, net	$	(49)	$	(40)	$	(136)	$	(112)

Interest paid	$	62	$	17	$	167	$	97
Income taxes paid	$	61	$	99	$	179	$	233

Accounts payable associated with capital expenditures	$	35	$	27	$	35	$	27

Dividends payable	$	84	$	81	$	84	$	81

Businesses acquired:
Fair value of assets acquired	$	1,725	$	2	$	2,014	$	736
Fair value of liabilities assumed	142		—		183		36
Fair value of net assets acquired	1,583		2		1,831		700
Merger consideration payable	—		—		—		(88)
Cash paid for business acquisitions	1,583		2		1,831		612
Less: Cash acquired	50		—		50		1
Business acquisitions, net of cash acquired	$	1,533	$	2	$	1,781	$	611

Leases:




Leased assets obtained in exchange for new operating lease liabilities	$	33	$	42	$	120	$	143

BUSINESS SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Summary of Segment Reporting Information by Segment


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
DIS business	$	2,427	$	2,228	$	7,058	$	6,755
All other operating segments	61		67		193		209
Total net revenues	$	2,488	$	2,295	$	7,251	$	6,964

Operating earnings (loss):
DIS business	$	407	$	392	$	1,200	$	1,176
All other operating segments	6		8		23		26
General corporate activities	(83)		(58)		(238)		(207)
Total operating income	330		342		985		995
Non-operating expense, net	(34)		(43)		(109)		(102)
Income before income taxes and equity in earnings of equity method investees	296		299		876		893
Income tax expense	(65)		(68)		(205)		(208)
Equity in earnings of equity method investees, net of taxes	6		6		14		18


Net income	237		237		685		703
Less: Net income attributable to noncontrolling interests	11		12		36		41
Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662

REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The approximate percentage of net revenue by type of payer customer was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Healthcare insurers:
Fee-for-service	38	%	36	%	37	%	37	%
Capitated	3		3		3		3
Total healthcare insurers	41		39		40		40
Government payers	13		12		12		12
Client payers	33		34		33		33
Patients (including coinsurance and deductible responsibilities)	10		12		12		12
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

Accounts Receivable Disaggregation

The approximate percentage of net accounts receivable by type of payer customer was as follows:


	September 30, 2024		December 31, 2023

Healthcare Insurers	27	%	24	%
Government Payers	8		7
Client Payers	42		45
Patients (including coinsurance and deductible responsibilities)	20		20
Total DIS	97		96
DS	3		4
Net accounts receivable	100	%	100	%

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$ 226	$ 225	$ 649	$ 662
Less: Earnings allocated to participating securities	1	2	3	4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$ 225	$ 223	$ 646	$ 658
Weighted average common shares outstanding - basic	112	112	111	112
Stock options and performance share units	1	2	1	2
Weighted average common shares outstanding - diluted	113	114	112	114
Basic (in dollars per share)	$ 2.01	$ 1.99	$ 5.80	$ 5.87
Diluted (in dollars per share)	$ 1.99	$ 1.96	$ 5.74	$ 5.79
Stock options and performance share units (in shares)	0	1	1	0

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 7	$ 1	$ 21	$ 17
Invigorate Program
Restructuring Cost and Reserve [Line Items]
Target percent for annual productivity savings	3.00%		3.00%
Invigorate Program \| Accounts Payable and Accrued Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 16		$ 16		$ 12
Invigorate Program \| Cost of services
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	4		12	10
Invigorate Program \| Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 3		$ 9	$ 12

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES (Pre-Tax Restructuring and Impairment Charges) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Employee separation costs	$ 7	$ 1	$ 21	$ 17
Asset impairment charges	0	0	0	5
Total restructuring and impairment charges	$ 7	$ 1	$ 21	$ 22

BUSINESS ACQUISITIONS - Additional Information (Details) $ in Millions, $ in Millions							3 Months Ended			9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 16, 2024 USD ($)	Aug. 23, 2024 USD ($)	Aug. 23, 2024 CAD ($)	Jun. 10, 2024 USD ($)	Feb. 12, 2024 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Business Acquisition [Line Items]
Consideration										$ 1,800
Payment for contingent consideration										6
Prepayments to acquire businesses								$ 30		30
Goodwill acquired during the period										872
Goodwill, expected tax deductible amount	$ 590						$ 590			590
Cash paid for business acquisitions							1,583		$ 2	1,831	$ 612
Net revenues							$ 2,488		$ 2,295	7,251	$ 6,964
Lenco Diagnostics Laboratories, Inc.
Business Acquisition [Line Items]
Cash paid for business acquisitions						$ 111
PathAI Diagnostics
Business Acquisition [Line Items]
Cash paid for business acquisitions					$ 100
LifeLabs Inc.
Business Acquisition [Line Items]
Cash paid for business acquisitions			$ 1,000	$ 1,350
Net revenues										$ 74
LifeLabs Inc. \| Discount rate \| Valuation, Royalty Method \| Trade name
Business Acquisition [Line Items]
Measurement input	0.120						0.120			0.120
LifeLabs Inc. \| Discount rate \| Minimum \| Valuation, Income Approach \| Customer related
Business Acquisition [Line Items]
Measurement input	0.130						0.130			0.130
LifeLabs Inc. \| Discount rate \| Maximum \| Valuation, Income Approach \| Customer related
Business Acquisition [Line Items]
Measurement input	0.140						0.140			0.140
Allina Health
Business Acquisition [Line Items]
Cash paid for business acquisitions		$ 230
Laboratory Business of Three Physician Groups in New York
Business Acquisition [Line Items]
Cash paid for business acquisitions	$ 300

BUSINESS ACQUISITIONS - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Combinations [Abstract]
Pro forma net revenues	$ 2,588	$ 2,461	$ 7,700	$ 7,471
Pro forma net income attributable to Quest Diagnostics	$ 222	$ 225	$ 647	$ 661
Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic (in dollars per share)	$ 1.97	$ 1.99	$ 5.78	$ 5.87
Diluted (in dollars per share)	$ 1.95	$ 1.97	$ 5.72	$ 5.79

BUSINESS ACQUISITIONS - Consideration Paid (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 8,605	$ 7,733
Acquisitions During Period
Business Acquisition [Line Items]
Cash and cash equivalents	50
Accounts receivable	30
Other current assets	25
Property, plant and equipment	259
Finance lease assets (recorded in property, plant and equipment)	17
Operating lease right-of-use assets	84
Goodwill	872
Intangible assets	641
Other assets	36
Total assets acquired	2,014
Accounts payable and accrued expenses	67
Current portion of long-term operating lease liabilities	21
Finance lease liabilities (recorded in long-term debt)	17
Long-term operating lease liabilities	63
Other liabilities	15
Total liabilities assumed	183
Net assets acquired	1,831
LifeLabs Inc.
Business Acquisition [Line Items]
Cash and cash equivalents	50
Accounts receivable	30
Other current assets	23
Property, plant and equipment	255
Finance lease assets (recorded in property, plant and equipment)	0
Operating lease right-of-use assets	67
Goodwill	300
Intangible assets	434
Other assets	36
Total assets acquired	1,195
Accounts payable and accrued expenses	67
Current portion of long-term operating lease liabilities	17
Finance lease liabilities (recorded in long-term debt)	0
Long-term operating lease liabilities	50
Other liabilities	8
Total liabilities assumed	142
Net assets acquired	1,053
Laboratory Business of Three Physician Groups in New York
Business Acquisition [Line Items]
Cash and cash equivalents	0
Accounts receivable	0
Other current assets	0
Property, plant and equipment	0
Finance lease assets (recorded in property, plant and equipment)	0
Operating lease right-of-use assets	0
Goodwill	243
Intangible assets	57
Other assets	0
Total assets acquired	300
Accounts payable and accrued expenses	0
Current portion of long-term operating lease liabilities	0
Finance lease liabilities (recorded in long-term debt)	0
Long-term operating lease liabilities	0
Other liabilities	0
Total liabilities assumed	0
Net assets acquired	300
Select Assets of the Outreach Laboratory Services Business of Allina Health
Business Acquisition [Line Items]
Cash and cash equivalents	0
Accounts receivable	0
Other current assets	0
Property, plant and equipment	0
Finance lease assets (recorded in property, plant and equipment)	0
Operating lease right-of-use assets	0
Goodwill	175
Intangible assets	55
Other assets	0
Total assets acquired	230
Accounts payable and accrued expenses	0
Current portion of long-term operating lease liabilities	0
Finance lease liabilities (recorded in long-term debt)	0
Long-term operating lease liabilities	0
Other liabilities	0
Total liabilities assumed	0
Net assets acquired	230
Other Acquisitions
Business Acquisition [Line Items]
Cash and cash equivalents	0
Accounts receivable	0
Other current assets	2
Property, plant and equipment	4
Finance lease assets (recorded in property, plant and equipment)	17
Operating lease right-of-use assets	17
Goodwill	154
Intangible assets	95
Other assets	0
Total assets acquired	289
Accounts payable and accrued expenses	0
Current portion of long-term operating lease liabilities	4
Finance lease liabilities (recorded in long-term debt)	17
Long-term operating lease liabilities	13
Other liabilities	7
Total liabilities assumed	41
Net assets acquired	$ 248

BUSINESS ACQUISITIONS - Amortizable Assets (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Business Acquisition [Line Items]
Total	$ 641
Customer related
Business Acquisition [Line Items]
Total	$ 542
Customer related \| Minimum
Business Acquisition [Line Items]
Weighted Average Useful Life (in years)	15 years
Customer related \| Maximum
Business Acquisition [Line Items]
Weighted Average Useful Life (in years)	25 years
Trade name
Business Acquisition [Line Items]
Total	$ 99
Weighted Average Useful Life (in years)	15 years
LifeLabs Inc.
Business Acquisition [Line Items]
Total	$ 434
LifeLabs Inc. \| Customer related
Business Acquisition [Line Items]
Total	335
LifeLabs Inc. \| Trade name
Business Acquisition [Line Items]
Total	99
Laboratory Business of Three Physician Groups in New York
Business Acquisition [Line Items]
Total	57
Laboratory Business of Three Physician Groups in New York \| Customer related
Business Acquisition [Line Items]
Total	57
Laboratory Business of Three Physician Groups in New York \| Trade name
Business Acquisition [Line Items]
Total	0
Select Assets of the Outreach Laboratory Services Business of Allina Health
Business Acquisition [Line Items]
Total	55
Select Assets of the Outreach Laboratory Services Business of Allina Health \| Customer related
Business Acquisition [Line Items]
Total	55
Select Assets of the Outreach Laboratory Services Business of Allina Health \| Trade name
Business Acquisition [Line Items]
Total	0
Other Acquisitions
Business Acquisition [Line Items]
Total	95
Other Acquisitions \| Customer related
Business Acquisition [Line Items]
Total	95
Other Acquisitions \| Trade name
Business Acquisition [Line Items]
Total	$ 0

FAIR VALUE MEASUREMENTS (Recognized Assets and Liabilities at Fair Value) (Details) - Recurring Basis - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	$ 79	$ 70
Cash surrender value of life insurance policies	64	55
Available-for-sale debt securities		2
Total	143	127
Deferred compensation liabilities	147	131
Contingent consideration	113	104
Total	260	235
Redeemable noncontrolling interest	80	76
Quoted Prices in Active Markets for Identical Assets / Liabilities, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	79	70
Cash surrender value of life insurance policies	0	0
Available-for-sale debt securities		0
Total	79	70
Deferred compensation liabilities	0	0
Contingent consideration	0	0
Total	0	0
Redeemable noncontrolling interest	0	0
Significant Other Observable Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	0	0
Cash surrender value of life insurance policies	64	55
Available-for-sale debt securities		0
Total	64	55
Deferred compensation liabilities	147	131
Contingent consideration	0	0
Total	147	131
Significant Unobservable Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	0	0
Cash surrender value of life insurance policies	0	0
Available-for-sale debt securities		2
Total	0	2
Deferred compensation liabilities	0	0
Contingent consideration	113	104
Total	113	104
Redeemable noncontrolling interest	$ 80	$ 76

FAIR VALUE MEASUREMENTS (Narrative) (Details)	3 Months Ended	9 Months Ended
FAIR VALUE MEASUREMENTS (Narrative) (Details)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jul. 01, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 6,300,000,000	$ 6,300,000,000	$ 4,600,000,000
UMass Joint Venture
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Ownership percentage by noncontrolling owners					18.90%
Fair Value, Inputs, Level 3 \| Contingent Consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total fair value adjustments included in earnings - realized/unrealized		9,000,000
Liability	113,000,000	113,000,000	104,000,000
Fair Value, Inputs, Level 3 \| Contingent Consideration \| Other Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liability	85,000,000	85,000,000	99,000,000
Fair Value, Inputs, Level 3 \| Contingent Consideration \| Accounts Payable and Accrued Expenses
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liability	$ 28,000,000	$ 28,000,000	$ 5,000,000
Haystack Oncology, Inc. \| Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Measurement input	0.40	0.40
Haystack Oncology, Inc. \| Discount rate
Business Acquisition [Line Items]
Measurement input	0.105	0.105
Haystack Oncology, Inc. \| Additional, Based on Revenue
Business Acquisition [Line Items]
Maximum contingent consideration payment				$ 100,000,000
Haystack Oncology, Inc. \| Additional, Reimbursement Coverage
Business Acquisition [Line Items]
Maximum contingent consideration payment				$ 50,000,000
Haystack Oncology, Inc. \| Additional Impact \| Discount rate
Business Acquisition [Line Items]
Measurement input	0.05	0.05
Haystack Oncology, Inc. \| Changing Comparable Company Revenue Volatility \| Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Measurement input	0.30	0.30
Increase in contingent consideration liability	$ 8,000,000
Haystack Oncology, Inc. \| Changing Discount Rate \| Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Increase in contingent consideration liability	$ 4,000,000
Haystack Oncology, Inc. \| Changing Discount Rate \| Discount rate
Business Acquisition [Line Items]
Measurement input	0.070	0.070

FAIR VALUE MEASUREMENTS (Reconciliation of Beginning and Ending Balances of Assets and Liabilities Unobservable Inputs) (Details) - Significant Unobservable Inputs, Level 3 - Contingent Consideration $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, December 31, 2023	$ 104
Purchases, additions and issuances	6
Settlements	(6)
Total fair value adjustments included in earnings - realized/unrealized	9
Balance, September 30, 2024	$ 113

DEBT (Long-Term Debt) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Aug. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total long-term debt	$ 6,251		$ 4,713
Debt issuance costs	(37)		(25)
Less: Current portion of long-term debt	603		303
Total long-term debt, net of current portion	5,648		4,410
Finance Leases
Debt Instrument [Line Items]
Other	$ 17		7
Senior Notes \| 4.25% Senior Notes due April 2024
Debt Instrument [Line Items]
Debt instrument, interest rate	4.25%
Total long-term debt	$ 0		301
Senior Notes \| 3.50% Senior Notes due March 2025
Debt Instrument [Line Items]
Debt instrument, interest rate	3.50%
Total long-term debt	$ 603		606
Senior Notes \| 3.45% Senior Notes due June 2026
Debt Instrument [Line Items]
Debt instrument, interest rate	3.45%
Total long-term debt	$ 504		505
Senior Notes \| 4.60% Senior Notes due December 2027
Debt Instrument [Line Items]
Debt instrument, interest rate	4.60%	4.60%
Total long-term debt	$ 400		0
Senior Notes \| 4.20% Senior Notes due June 2029
Debt Instrument [Line Items]
Debt instrument, interest rate	4.20%
Total long-term debt	$ 499		499
Senior Notes \| 4.625% Senior Notes due December 2029
Debt Instrument [Line Items]
Debt instrument, interest rate	4.625%	4.625%
Total long-term debt	$ 599		0
Senior Notes \| 2.95% Senior Notes due June 2030
Debt Instrument [Line Items]
Debt instrument, interest rate	2.95%
Total long-term debt	$ 799		799
Senior Notes \| 2.80% Senior Notes due June 2031
Debt Instrument [Line Items]
Debt instrument, interest rate	2.80%
Total long-term debt	$ 549		550
Senior Notes \| 6.40% Senior Notes due November 2033
Debt Instrument [Line Items]
Debt instrument, interest rate	6.40%
Total long-term debt	$ 750		750
Senior Notes \| 5.00% Senior Notes due December 2034
Debt Instrument [Line Items]
Debt instrument, interest rate	5.00%	5.00%
Total long-term debt	$ 847		0
Senior Notes \| 6.95% Senior Notes due July 2037
Debt Instrument [Line Items]
Debt instrument, interest rate	6.95%
Total long-term debt	$ 175		175
Senior Notes \| 5.75% Senior Notes due January 2040
Debt Instrument [Line Items]
Debt instrument, interest rate	5.75%
Total long-term debt	$ 246		246
Senior Notes \| 4.70% Senior Notes due March 2045
Debt Instrument [Line Items]
Debt instrument, interest rate	4.70%
Total long-term debt	$ 300		$ 300

DEBT (Narrative) (Details) - USD ($)	Apr. 01, 2024	Sep. 30, 2024	Aug. 31, 2024	Oct. 31, 2023	Mar. 17, 2014
Debt Instrument [Line Items]
Discount		$ 11,000,000
Senior Notes
Debt Instrument [Line Items]
Face amount			$ 1,850,000,000
Discount			4,000,000
Debt issuance costs			15,000,000
Senior Notes \| 4.60% Senior Notes due December 2027
Debt Instrument [Line Items]
Face amount			$ 400,000,000
Debt instrument, interest rate		4.60%	4.60%
Senior Notes \| 4.625% Senior Notes due December 2029
Debt Instrument [Line Items]
Face amount			$ 600,000,000
Debt instrument, interest rate		4.625%	4.625%
Senior Notes \| 5.00% Senior Notes due December 2034
Debt Instrument [Line Items]
Face amount			$ 850,000,000
Debt instrument, interest rate		5.00%	5.00%
Senior Notes \| 4.25% Senior Notes due April 2024
Debt Instrument [Line Items]
Face amount					$ 300,000,000
Extinguishment of debt	$ 300,000,000
Debt instrument, interest rate		4.25%
Senior Notes \| 3.50% Senior Notes due March 2025
Debt Instrument [Line Items]
Face amount		$ 600,000,000
Debt instrument, interest rate		3.50%
Secured Receivables Credit Facility
Debt Instrument [Line Items]
Credit facility capacity		$ 600,000,000		$ 525,000,000
Secured Receivables Credit Facility \| Uncommitted Accordion
Debt Instrument [Line Items]
Credit facility capacity				$ 75,000,000

DEBT (Maturities of Long-Term Debt) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Remainder of 2024	$ 0
2025	601
2026	501
2027	401
2028	1
Thereafter	4,789
Total maturities of long-term debt	6,293
Unamortized discount	(11)
Debt issuance costs	(37)	$ (25)
Fair value basis adjustments attributable to hedged debt	6
Total long-term debt	6,251	4,713
Current portion of long-term debt	603	303
Total long-term debt, net of current portion	$ 5,648	$ 4,410

FINANCIAL INSTRUMENTS (Narrative) (Details)	9 Months Ended
FINANCIAL INSTRUMENTS (Narrative) (Details)	Sep. 30, 2024 USD ($)
Interest Rate Lock Agreements
Derivative [Line Items]
Interest rate exposure period	10 years
Interest Rate Swap
Derivative [Line Items]
Notional amount	$ 500,000,000
Gain on sale of derivatives	$ 3,000,000

FINANCIAL INSTRUMENTS (Balance Sheets) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Long-term Debt \| Fair Value Hedging
Derivative [Line Items]
Hedge Accounting Basis Adjustment	$ 6	$ 13

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ / shares in Units, $ in Billions	3 Months Ended							9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Jul. 01, 2015
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Dividends per common share	$ 0.75	$ 0.75	$ 0.75	$ 0.71	$ 0.71	$ 0.71	$ 0.71
Share repurchase authorization remaining available	$ 1.0							$ 1.0
Reissuance of shares for employee benefit plan								1,000,000.0	1,100,000
UMass Joint Venture
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners										18.90%
Treasury Stock, at Cost
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Purchases of treasury stock- shares								0	0

SUPPLEMENTAL CASH FLOW & OTHER DATA (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]
Depreciation expense	$ 93	$ 84	$ 268	$ 249
Amortization expense	32	27	90	81
Depreciation and amortization expense	125	111	358	330
Interest expense	(58)	(41)	(154)	(117)
Interest income	9	1	18	5
Interest expense, net	(49)	(40)	(136)	(112)
Interest paid	62	17	167	97
Income taxes paid	61	99	179	233
Accounts payable associated with capital expenditures	35	27	35	27
Dividends payable	84	81	84	81
Fair value of assets acquired	1,725	2	2,014	736
Fair value of liabilities assumed	142	0	183	36
Fair value of net assets acquired	1,583	2	1,831	700
Merger consideration payable	0	0	0	(88)
Cash paid for business acquisitions	1,583	2	1,831	612
Less: Cash acquired	50	0	50	1
Business acquisitions, net of cash acquired	1,533	2	1,781	611
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$ 33	$ 42	120	143
Changes in bank overdrafts			$ (22)	$ 15

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2020 claim	Oct. 31, 2020 claim
Loss Contingencies [Line Items]
Self-insurance reserves	$ 166,000,000	$ 173,000,000
Excludes general and professional liability claims
Loss Contingencies [Line Items]
Litigation reserves	4,000,000	$ 6,000,000
Secured Receivables Credit Facility
Debt Instrument [Line Items]
Credit facility capacity	600,000,000		$ 525,000,000
Letters of credit outstanding, amount	$ 73,000,000
Senior Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility capacity				$ 750,000,000
401(k) Plan Lawsuit \| Pending Litigation
Loss Contingencies [Line Items]
Class action lawsuits \| claim					2	2

BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Percentage of net revenues	100.00%	100.00%	100.00%	100.00%
Total net revenues	$ 2,488	$ 2,295	$ 7,251	$ 6,964
Total operating income	330	342	985	995
Non-operating expense, net	(34)	(43)	(109)	(102)
Income before income taxes and equity in earnings of equity method investees	296	299	876	893
Income tax expense	(65)	(68)	(205)	(208)
Equity in earnings of equity method investees, net of taxes	6	6	14	18
Net income	237	237	685	703
Less: Net income attributable to noncontrolling interests	11	12	36	41
Net income attributable to Quest Diagnostics	$ 226	$ 225	$ 649	$ 662
DIS business
Segment Reporting Information [Line Items]
Percentage of net revenues	97.00%	97.00%	97.00%	97.00%
Total net revenues	$ 2,427	$ 2,228	$ 7,058	$ 6,755
Total operating income	$ 407	$ 392	$ 1,200	$ 1,176
DIS business \| Minimum
Segment Reporting Information [Line Items]
Percentage of net revenues	95.00%	95.00%	95.00%	95.00%
All other operating segments
Segment Reporting Information [Line Items]
Total net revenues	$ 61	$ 67	$ 193	$ 209
Total operating income	6	8	23	26
General corporate activities
Segment Reporting Information [Line Items]
Total operating income	$ (83)	$ (58)	$ (238)	$ (207)

REVENUE RECOGNITION (Details)	3 Months Ended		9 Months Ended
REVENUE RECOGNITION (Details)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Percentage of net revenues	100.00%	100.00%	100.00%	100.00%
Net accounts receivable	100.00%		100.00%		100.00%
DIS business
Segment Reporting Information [Line Items]
Percentage of net revenues	97.00%	97.00%	97.00%	97.00%
Net accounts receivable	97.00%		97.00%		96.00%
DIS business \| Healthcare Insurers
Segment Reporting Information [Line Items]
Percentage of net revenues	41.00%	39.00%	40.00%	40.00%
Net accounts receivable	27.00%		27.00%		24.00%
DIS business \| Healthcare Insurers \| Fee-for-service
Segment Reporting Information [Line Items]
Percentage of net revenues	38.00%	36.00%	37.00%	37.00%
DIS business \| Healthcare Insurers \| Capitated
Segment Reporting Information [Line Items]
Percentage of net revenues	3.00%	3.00%	3.00%	3.00%
DIS business \| Government Payers
Segment Reporting Information [Line Items]
Percentage of net revenues	13.00%	12.00%	12.00%	12.00%
Net accounts receivable	8.00%		8.00%		7.00%
DIS business \| Client Payers
Segment Reporting Information [Line Items]
Percentage of net revenues	33.00%	34.00%	33.00%	33.00%
Net accounts receivable	42.00%		42.00%		45.00%
DIS business \| Patients (including coinsurance and deductible responsibilities)
Segment Reporting Information [Line Items]
Percentage of net revenues	10.00%	12.00%	12.00%	12.00%
Net accounts receivable	20.00%		20.00%		20.00%
DIS business \| Minimum
Segment Reporting Information [Line Items]
Percentage of net revenues	95.00%	95.00%	95.00%	95.00%
All other operating segments \| DS Businesses
Segment Reporting Information [Line Items]
Percentage of net revenues	3.00%	3.00%	3.00%	3.00%
Net accounts receivable	3.00%		3.00%		4.00%

SUBSEQUENT EVENTS (Details) - USD ($)		3 Months Ended		9 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 13, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 23, 2024
Subsequent Event [Line Items]
Cash paid for business acquisitions		$ 1,583,000,000	$ 2,000,000	$ 1,831,000,000	$ 612,000,000
Interest Rate Swap
Subsequent Event [Line Items]
Notional amount		$ 500,000,000		$ 500,000,000
Subsequent Event \| Interest Rate Swap
Subsequent Event [Line Items]
Notional amount						$ 700,000,000
Subsequent Event \| OhioHealth
Subsequent Event [Line Items]
Cash paid for business acquisitions	$ 200,000,000