As filed with the Securities and Exchange Commission
on July 25, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
QUEST DIAGNOSTICS INCORPORATED
(Exact name of Registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
16-1387862
(I.R.S. Employer Identification No.)
Quest Diagnostics Incorporated
500 Plaza Drive
Secaucus, NJ 07094
(973) 520-2700
(Address, including zip code, and telephone
number, including area code,
of registrant’s principal executive offices)
William J. O’Shaughnessy, Jr.
Quest Diagnostics Incorporated
500 Plaza Drive
Secaucus, NJ 07094
(973) 520-2700
(Name, address, and telephone number of agent
for service)
Copies to:
Erika Kent
Lona Nallengara
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities
being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑
If this form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☑
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 7(a)(2)(B) of Securities Act. ☐
____________________________________________________________
PROSPECTUS
QUEST DIAGNOSTICS INCORPORATED
Debt Securities
We may offer and sell,
from time to time, in one or more offerings, the debt securities we describe in this prospectus.
We will provide the specific
terms of these debt securities in supplements or other offering material.
We urge you to read
carefully this prospectus, the accompanying prospectus supplements and other offering material, which will describe the specific terms
of the securities offered, before you make your investment decision.
We may offer and sell these
debt securities for sale directly to purchasers or through underwriters, dealers or agents to be designated at a future date. See “Plan
of Distribution” and any prospectus supplement for a description of the manner in which we will offer and sell the debt securities
covered by this prospectus.
Investing in our debt
securities involves risks that are described in the “Risk Factors” section of our periodic reports filed with the Securities
and Exchange Commission or in the applicable prospectus supplement.
The relevant prospectus
supplement will contain information, if applicable, as to whether the debt securities offered thereby will be listed for trading on any
securities exchange or other market.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 25, 2022.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
The information contained
in this prospectus is not complete and may be changed. We have not authorized anyone to provide you with any information or to make any
representation not contained in or incorporated by reference into this prospectus or any prospectus supplement or included in any free
writing prospectus that we may file with the Securities and Exchange Commission (the “SEC”), in connection with any offering
of the debt securities described in this prospectus. We do not take any responsibility for, and can provide no assurances as to, the reliability
of any information that others may provide you. We are not making an offer of any securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference
is accurate as of any date other than the date of the document in which such information is contained or such other date referred to in
such document, regardless of the time of any sale or issuance of a security.
This prospectus is part
of a registration statement that we filed with the SEC using a “shelf” registration process. This prospectus provides you
with a limited description of the securities we may offer. Each time we sell or issue securities, we will provide a prospectus supplement
and, if applicable, a pricing supplement, that will contain specific information about the terms of that specific offering of securities
and the specific manner in which they may be offered. The prospectus supplement and any applicable pricing supplement may also add to,
update or change any of the information contained in this prospectus. The prospectus supplement and any applicable pricing supplement
may also contain information about any material U.S. federal income tax considerations relating to the securities described in the prospectus
supplement. You should read both this prospectus, the applicable prospectus supplement and any applicable pricing supplement, together
with the additional information, which is incorporated by reference in this prospectus, described under “Where You Can Find More
Information.” You should read the entire prospectus and the applicable prospectus supplement, including the information incorporated
by reference, before making an investment decision.
As used in this prospectus,
the terms “Quest Diagnostics,” “we,” “us” and “our” refer to Quest Diagnostics Incorporated
and its consolidated subsidiaries, unless the context clearly indicates otherwise.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual document for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred
to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
The registration statement
that contains this prospectus (including the exhibits to the registration statement) contains additional information about us and the
securities offered under this prospectus. That registration statement can be read at the SEC website (www.sec.gov).
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our filings are available to the public on the Internet, through
a database maintained by the SEC at http://www.sec.gov.
The SEC allows us to incorporate
by reference into this document the information we filed with the SEC. This means that we can disclose important business, financial and
other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference
is part of this document, unless and until that information is updated and superseded by the information contained in this document, any
prospectus supplement or in any document that we file with the SEC after the date hereof that is incorporated herein.
We incorporate by reference
the following documents filed with the SEC:
| 1. | Our
current reports on Form 8-K, filed
with the SEC on February 3, 2022 (film no. 22586518) (as amended by our current reports on Form
8-K/A filed with the SEC on March 1, 2022 and on July 1, 2022), February
3, 2022 (current report filed under Item 8.01 only) (film no. 22586494), March 1, 2022, March 2, 2022, May 20, 2022 (film no. 22945254), May
20, 2022 (film no. 22948002), May 25, 2022 and June 14, 2022 (current report filed under Item 5.02 only); |
| 3. | Portions of our proxy statement on Schedule 14A, filed with the SEC on April
19, 2022, that are incorporated by reference into Part III of our Form 10-K for the fiscal year ended December 31, 2021; and |
We also incorporate by
reference all future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), prior to the completion of the offering of the particular securities covered by a prospectus
supplement or term sheet.
Our filings with the SEC,
including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports,
are available free of charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
You also may request a
copy of these filings, at no cost, by writing or telephoning our Investor Relations Department at the following address:
Quest Diagnostics Incorporated
500 Plaza Drive
Secaucus, New Jersey 07094
Attention: Investor Relations
(973) 520-2700
These filings may also
be obtained from our internet website located at http://www.questdiagnostics.com. The contents of the website are not incorporated by
reference into this prospectus.
CAUTIONARY STATEMENT FOR PURPOSES OF THE
“SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Some statements and disclosures
in this prospectus, any accompanying prospectus supplement or other offering material and the documents incorporated herein or therein
by reference 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” 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.
The Private Securities
Litigation Reform Act of 1995, or the Litigation Reform Act, provides a “safe harbor” for forward-looking statements to encourage
companies to provide prospective information about their companies without fear of litigation. We would like to take advantage of the
“safe harbor” provisions of the Litigation Reform Act in connection with the forward-looking statements included or incorporated
by reference in this document. Investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information
presented or incorporated by reference in this document. The following important factors could cause our actual financial results to differ
materially from those projected, forecasted or estimated by us in forward-looking statements:
(a) Heightened
competition from commercial clinical testing companies, Independent Delivery Networks (including hospitals and hospital health systems)
(“IDNs”), physicians and others.
(b) Increased
pricing pressure from customers, including payers and patients, and changing relationships with customers, payers, suppliers and strategic
partners.
(c) A decline
in economic conditions.
(d) Impact of
changes in payment mix, including increased patient financial responsibility and any shift from fee-for-service to discounted, capitated
or bundled fee arrangements.
(e) Adverse
actions by government or other third-party payers, including healthcare reform that focuses on reducing healthcare costs but does not
recognize the value and importance to healthcare of clinical testing or innovative solutions, unilateral reduction of fee schedules payable
to us, unilateral recoupment of amounts allegedly owed and competitive bidding.
(f) The impact
upon our testing volume and collected revenue or general or administrative expenses resulting from compliance with policies and requirements
imposed by Medicare, Medicaid and other third-party payers. These include:
(1) the requirements
of government and other payers to provide diagnosis codes and other information for many tests;
(2) inability
to obtain from patients a valid advance consent form for tests that cannot be billed without prior receipt of the form;
(3) the impact
of additional or expanded limited coverage policies and limits on the allowable number of test units or ordering frequency of same; and
(4) the impact
of increased prior authorization programs.
(g) Adverse
results from pending or future government investigations, lawsuits or private actions. These include, in particular, monetary damages,
loss or suspension of licenses, and/or suspension or exclusion from the Medicare and Medicaid programs and/or criminal penalties.
(h) Failure
to efficiently integrate acquired businesses and to manage the costs related to any such integration, or to retain key technical, professional
or management personnel.
(i) Denial,
suspension or revocation of Clinical Laboratory Improvement Act (“CLIA”) certification or other licenses for any of our clinical
laboratories under the CLIA standards, revocation or suspension of the right to bill the Medicare and Medicaid programs or other adverse
regulatory actions by federal, state and local agencies.
(j) Changes
in and complexity of federal, state or local laws or regulations, including changes that result in new or increased federal or state regulation
of commercial clinical laboratories, tests developed by commercial clinical laboratories or other products or services that we offer or
activities in which we are engaged, including regulation by the U.S. Food and Drug Administration.
(k) Inability
to achieve expected benefits from our acquisitions of other businesses.
(l) Inability
to achieve additional benefits from our business performance tools and efficiency initiatives.
(m) Adverse publicity
and news coverage about the diagnostic information services industry or us.
(n) Failure
of the Company to maintain, defend and secure its financial, accounting, technology, customer data and other operational systems from
cyberattacks, IT system outages, telecommunications failures, malicious human acts and failure of the systems of third parties upon which
the Company relies.
(o) Development
of technologies that substantially alter the practice of clinical testing, including technology changes that lead to the development of
more convenient or cost-effective testing, or testing to be performed outside of a commercial clinical laboratory, such as (1) point-of-care
testing that can be performed by physicians in their offices, (2) advanced testing that can be performed by IDNs in their own laboratories
or (3) home testing that can be carried out without requiring the services of clinical laboratories.
(p) Negative
developments regarding intellectual property and other property rights that could prevent, limit or interfere with our ability to develop,
perform or sell our tests or operate our business. These include:
(1) issuance
of patents or other property rights to our competitors or others; and
(2) inability
to obtain or maintain adequate patent or other proprietary rights for our products and services or to successfully enforce our proprietary
rights.
(q) Development
of tests by our competitors or others which we may not be able to license, or usage (or theft) of our technology or similar technologies
or our trade secrets or other intellectual property by competitors, any of which could negatively affect our competitive position.
(r) Regulatory
delay or inability to commercialize newly developed or licensed tests or technologies or to obtain appropriate reimbursements for such
tests.
(s) The complexity
of billing and revenue recognition for clinical laboratory testing.
(t) Increases
in interest rates and negative changes in our credit ratings from Standard & Poor's, Moody's Investor Services or Fitch Ratings causing
an unfavorable impact on our cost of or access to capital.
(u) Inability
to hire or retain qualified employees, including key senior management personnel.
(v) Terrorist
and other criminal activities, hurricanes, earthquakes or other natural disasters, and public health emergencies and health pandemics,
which could affect our customers or suppliers, transportation or systems, or our facilities, and for which insurance may not adequately
reimburse us.
(w) Difficulties and
uncertainties in the discovery, development, regulatory environment and/or marketing of new services or solutions or new uses of existing
tests.
| (x) | Failure to adapt to changes in the healthcare system (including the medical laboratory testing
market) and healthcare delivery, including those stemming from the Protecting Access to Medicare Act, trends in utilization of the healthcare
system and increased patient financial responsibility for services. |
(y) Results
and consequences of governmental inquiries.
| (z) | Difficulty in implementing, or lack of success with, our strategic plan. |
(aa) The impact of healthcare data
analysis on our industry and the ability of our Company to adapt to that impact.
(bb) Failure to adequately operationalize
appropriate controls around use of our data, including risk of non- compliance with privacy law requirements.
(cc) The COVID-19 pandemic.
(dd) Other risks outlined in our periodic
filings with the SEC.
Our forward-looking statements are expressly qualified in their entirety
by this cautionary statement. We undertake no obligation to update our forward-looking statements to reflect new information or events
or circumstances arising after the date such forward-looking statements were made.
PROSPECTUS SUMMARY
This summary highlights some of the information
incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that may be
important to you. You should carefully read this prospectus, the applicable prospectus supplement, and any other offering material including
the documents incorporated by reference, which are described under “Where You Can Find More Information.” You should also
carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”
The Company
Quest Diagnostics empowers people to take action
to improve health outcomes. We use our extensive database of clinical lab results to derive diagnostic insights that reveal new avenues
to identify and treat disease, inspire healthy behaviors and improve healthcare management. Our diagnostic information services business
provides information and insights based on the industry-leading menu of routine, non-routine and advanced clinical testing and anatomic
pathology testing, and other diagnostic information services. We provide services to a broad range of customers, including patients, clinicians,
hospitals, independent delivery networks, health plans, employers, accountable care organizations, and direct contract entities. We offer
the broadest access in the United States to diagnostic information services through our nationwide network of laboratories, patient service
centers and phlebotomists in physician offices and our connectivity resources, including call centers and mobile paramedics, nurses and
other health and wellness professionals. We are the world's leading provider of diagnostic information services. We provide interpretive
consultation with one of the largest medical and scientific staffs in the industry. Our diagnostics information services business makes
up greater than 95% of our consolidated net revenues. During 2021, we processed approximately 218 million test requisitions through our
extensive laboratory network.
In our Diagnostic Solutions businesses, which
represent the balance of our consolidated net revenues, we offer a variety of solutions for life insurers and healthcare organizations
and clinicians. We are the leading provider of risk assessment services for the life insurance industry. In addition, we offer healthcare
organizations and clinicians robust information technology solutions.
The patients we serve comprise approximately
one-third of the adult population of the United States annually, and approximately one-half of the adult population in the United States
over a three-year period. We estimate that annually we serve approximately half of the physicians and half of the hospitals in the United
States.
Quest Diagnostics was incorporated in Delaware
in 1990; its predecessor companies date back to 1967. We conduct business through our headquarters in Secaucus, New Jersey, and our laboratories,
patient service centers, offices and other facilities around the United States and in selected locations outside the United States. During
2021, we generated net revenues of $10.8 billion, including $8.0 billion of base business revenues (which excludes COVID-19 molecular
and antibody testing) and $2.8 billion of COVID-19 testing revenues.
Our principal executive offices are located
at 500 Plaza Drive, Secaucus, New Jersey 07094, telephone number: (973) 520-2700.
RISK FACTORS
Our business is subject to significant risks.
You should carefully consider the risks and uncertainties set forth in Part I, Item 1A. under the heading “Risk Factors” included
in our 2021 Form 10-K and in “Item 1A. Risk Factors” in any quarterly report on Form 10-Q, which are incorporated by reference
in this prospectus. Additional risk factors that you should carefully consider will also be included in a prospectus supplement relating
to an offering of our securities as well as the other documents filed with the SEC that are incorporated by reference herein or therein.
The risks and uncertainties described in any
accompanying prospectus supplement as well as the documents incorporated by reference herein or therein are not the only ones facing us.
Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely
affect our business. If any of the risks and uncertainties described in this prospectus, any accompanying prospectus supplement or the
documents incorporated by reference herein or therein actually occur, our business, financial condition, results of operations and prospects
could be adversely affected in a material way. The occurrence of any of these risks may cause you to lose all or part of your investment
in the offered securities.
USE OF PROCEEDS
Except as may be described
otherwise in a prospectus supplement or other offering material, we will add the net proceeds from the sale of the securities under this
prospectus to our general funds and will use them for general corporate purposes, which may include, among other things, funding acquisitions,
capital expenditures, or reducing or refinancing indebtedness.
SECURITIES WE MAY ISSUE
Overview
This prospectus is part
of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process,
we may sell our debt securities in one or more offerings.
The terms of the debt securities
will be determined at the time of offering.
Prospectus Supplement or Pricing Supplement
This prospectus provides
you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement
or pricing supplement that will contain specific information about the terms of that offering. The prospectus supplement or pricing supplement
may also add to or change information contained in this prospectus. If so, the prospectus supplement or pricing supplement should be read
as superseding this prospectus. You should read both this prospectus and any prospectus supplement or pricing supplement together with
additional information described under the heading “Where You Can Find More Information.”
The prospectus supplement
or pricing supplement to be provided with this prospectus will describe the terms of any debt securities that we offer and any initial
offering price to the public in that offering, the purchase price and net proceeds that we will receive and the other specific terms related
to our offering of the debt securities. For more details on the terms of the debt securities, you should read the exhibits filed with
or incorporated by reference in our registration statement, of which this prospectus is a part.
DESCRIPTION OF SENIOR DEBT SECURITIES
We may issue senior debt
securities from time to time in one or more distinct series.
As required by U.S. federal
law for all bonds and notes of companies that are publicly offered, the senior debt securities will be governed by a document called an
“indenture.” An indenture is a contract between us and a financial institution, in this case, The Bank of New York Mellon
formerly known as The Bank of New York, acting as trustee on your behalf, or other trustee we may select. The indenture will be subject
to and governed by the Trust Indenture Act of 1939.
We have filed the indenture
as an exhibit to our Securities Act of 1933, as amended (“Securities Act”), filings and Exchange Act reports that we have
filed with the SEC. See “Where You Can Find More Information” for information on how to obtain a copy of the indenture.
The senior debt securities will be issued under an
indenture dated as of June 27, 2001 as supplemented by a first supplemental indenture, dated as of June 27, 2001, each among Quest Diagnostics,
as issuer, the Initial Subsidiary Guarantors (as defined therein), as guarantors, and The Bank of New York, as trustee, as further supplemented
by a second supplemental indenture, dated as of November 26, 2001, among Quest Diagnostics, the Subsidiary Guarantors (as defined therein)
and The Bank of New York, as further supplemented by a third supplemental indenture, dated as of April 4, 2002, among Quest Diagnostics,
the Additional Subsidiary Guarantors (as defined therein) and The Bank of New York, as further supplemented by a fourth supplemental indenture,
dated as of March 19, 2003, among Quest Diagnostics, the Additional Subsidiary Guarantor (as defined therein) and The Bank of New York,
as further supplemented by a fifth supplemental indenture, dated as of April 16, 2004, among Quest Diagnostics, the Additional Subsidiary
Guarantor (as defined therein) and The Bank of New York, as further supplemented by a sixth supplemental indenture, dated as of October
31, 2005, among Quest Diagnostics, the Subsidiary Guarantors (as defined therein) and The Bank of New York, as further supplemented by
a seventh supplemental indenture, dated as of November 21, 2005, among Quest Diagnostics, the Additional Subsidiary Guarantors (as defined
therein) and The Bank of New York, as further supplemented by an eighth supplemental indenture, dated as of July 31, 2006, among Quest
Diagnostics, the Additional Subsidiary Guarantors (as defined therein) and The Bank of New York, as further supplemented by the ninth
supplemental indenture dated, September 30, 2006, among Quest Diagnostics, the Additional Subsidiary Guarantors (as defined therein) and
The Bank of New York, as further supplemented by the tenth supplemental indenture, dated June 22, 2007, among Quest Diagnostics, the Subsidiary
Guarantors (as defined therein) and The Bank of New York, as further supplemented by the eleventh supplemental indenture, dated June 22,
2007, among Quest Diagnostics, the Additional Subsidiary Guarantors (as defined therein) and The Bank of New York, as further supplemented
by the twelfth supplemental indenture, dated June 25, 2007, among Quest Diagnostics, the Additional Subsidiary Guarantors (as defined
therein) and The Bank of New York, as further supplemented by the thirteenth supplemental indenture, dated November 17, 2009, among Quest
Diagnostics, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon, as further supplemented by the fourteenth
supplemental indenture, dated March 24, 2011, among Quest Diagnostics, the Subsidiary Guarantors (as defined therein) and The Bank of
New York Mellon, as further supplemented by the fifteenth supplemental indenture, dated November 30, 2011, among Quest Diagnostics, the
Additional Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon, as further supplemented by the sixteenth supplemental
indenture, dated March 17, 2014, between Quest Diagnostics and The Bank of New York Mellon, as further supplemented by the seventeenth
supplemental indenture, dated March 10, 2015, between Quest Diagnostics and The Bank of New York Mellon, as further supplemented by the
eighteenth supplemental indenture, dated as of May 26, 2016, between Quest Diagnostics and The Bank of New York Mellon, as further supplemented
by the nineteenth supplemental indenture, dated as of March 12, 2019, between Quest Diagnostics and The Bank of New York Mellon, as further
supplemented by the twentieth supplemental indenture, dated as of December 16, 2019, between Quest Diagnostics and The Bank of New York
Mellon, and as further supplemented by the twenty-first supplemental indenture, dated as of May 13, 2020, between Quest Diagnostics and
The Bank of New York Mellon (collectively, as so supplemented, the “Indenture”). The Indenture for the senior debt securities
may also be modified by future supplemental indentures. The terms of the senior debt securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939. A copy of the Indenture is available for inspection
at the office of the trustee.
PLAN OF DISTRIBUTION
We may sell the debt securities
to or through agents, dealers or underwriters or directly to one or more purchasers.
By Agents
We may use agents to sell
the debt securities. Unless otherwise stated in a prospectus supplement or other offering material, the agents will agree to use their
reasonable best efforts to solicit purchases for the period of their appointment.
By Underwriters or Dealers
We may sell the debt securities
to underwriters. The underwriters may resell the debt securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the debt
securities will be subject to certain conditions. Each underwriter will be obligated to purchase all the debt securities allocated to
it under the underwriting agreement. The underwriters may change any initial public offering price and any discounts or concessions they
give to dealers.
A prospectus supplement
and/or any additional offering material will state the name of any underwriter and the amount of compensation, underwriting discounts,
commissions, or concessions paid or allowed.
Direct Sales
We may sell debt securities
directly to investors. In this case, no underwriters, dealers or agents would be involved.
As one of the means of
direct issuance of debt securities, we may utilize the services of any available electronic auction system to conduct an electronic “Dutch
auction” of the offered securities among potential purchasers who are eligible to participate in the auction of those offered debt
securities, if so described in the prospectus supplement or pricing supplement.
General Information
We may have agreements
with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make.
Underwriters, dealers and
agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their business.
VALIDITY OF THE SECURITIES
The validity of any securities
issued hereunder will be passed upon for us by Shearman & Sterling LLP, New York, New York.
EXPERTS
The financial statements
and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of
Management on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2021, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets
forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered
hereby (other than underwriting discounts and commissions).
| SEC registration fee |
|
|
* |
|
| Legal fees and expenses |
|
$ |
+ |
|
| Trustee’s fees and expenses |
|
$ |
+ |
|
| Accounting fees and expenses |
|
$ |
+ |
|
| Printing expenses |
|
$ |
+ |
|
| Miscellaneous |
|
$ |
+ |
|
| Total |
|
$ |
+ |
|
| * |
Deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933. |
| + |
Because an indeterminate amount of securities are covered by this registration
statement, the expenses in connection with the issuance and distribution of securities are not currently determinable.
|
Item 15. Indemnification of Directors and Officers.
Limitation on Liability of Directors
Pursuant to authority conferred
by Section 102 of the Delaware General Corporation Law (the “DGCL”), Section 11 of our certificate of incorporation (the “Certificate”)
eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including,
without limitation, directors serving on committees of our board of directors. Directors remain liable for (1) any breach of the duty
of loyalty to us or our stockholders, (2) any act or omission not in good faith or which involves intentional misconduct or a knowing
violation of law, (3) any violation of Section 174 of the DGCL, which proscribes the payment of dividends and stock purchases or redemptions
under certain circumstances, and (4) any transaction from which directors derive an improper personal benefit.
Indemnification and Insurance
In accordance with Section
145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Section 7.01
of our By-Laws and Section 11 of our Certificate each grant our directors and officers a right to indemnification, to the fullest extent
authorized by the DGCL, 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) for all expenses, liabilities and losses reasonably incurred by each director or officer 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
proceedings to which they are a party (1) by reason of the fact that they are or were our directors or officers or (2) by reason of the
fact that, while they are or were our directors or officers, they are or were serving at our request as directors or officers of another
corporation, partnership, joint venture, trust or enterprise including service with respect to employee benefit plans, and such indemnification
shall continue as to former directors and officers and shall inure to the benefit of such directors’ and officers’ 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 the person seeking indemnification only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.
Each of the By-Laws and
the Certificate further provides for the mandatory advancement of expenses incurred by officers and directors in defending such proceedings
in advance of their final disposition upon delivery to us by the indemnitee of an undertaking to repay all amounts so advanced if it is
ultimately determined that such indemnitee is not entitled to be indemnified. We may not indemnify or make advance payments to any person
in connection with proceedings initiated against us by such person without the authorization of our board of directors. In addition, Section
11 of the Certificate provides that directors and officers therein described shall be indemnified to the fullest extent permitted by Section
145 of the DGCL, or any successor provisions or amendments thereunder.
In the event that
any such successor provisions or amendments provide indemnification rights broader than permitted prior thereto, Section 11 of the Certificate
allows such broader indemnification rights to apply retroactively with respect to any predating alleged action or inaction and also allows
the indemnification to continue after an indemnitee has ceased to be our director or officer and to inure to the benefit of the indemnitee’s
heirs, executors and administrators.
Each of the By-Laws and
the Certificate further provides that the right to indemnification is not exclusive of any other right that any indemnitee may have or
thereafter acquire under any statute, the Certificate, any agreement or vote of stockholders or disinterested directors or otherwise,
and allows us to indemnify and advance expenses to any person whom the corporation has the power to indemnify under the DGCL or otherwise.
Our By-Laws further provide
that should any repeal or modification of any of the provisions of Section 7.01 occur, such changes would not adversely affect any right
or protection of any director, officer or other person in respect of any proceeding arising out of, or related to, any act or omission
occurring prior to the time of such repeal or modification.
The form of underwriting
agreement will provide for the indemnification of the registrant, its controlling persons, its directors and certain of its officers by
the underwriters against certain liabilities, including liabilities under the Securities Act.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing
provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
Each of the By-Laws and
the Certificate authorizes us to purchase insurance for our directors and officers and persons who serve at our request as directors,
officers, employees or agents of another corporation, partnership, joint venture, trust or enterprise against any expense, liability or
loss incurred in such capacity, whether or not we would have the power to indemnify such persons against such expense or liability under
the DGCL. We intend to maintain insurance coverage of our officers and directors as well as insurance coverage to reimburse us for potential
costs of our corporate indemnification of directors and officers.
Pursuant to an Employment
Agreement, dated as of April 3, 2012, as amended, the Corporation is required to indemnify (including advancement of expenses) Stephen
H. Rusckowski to the full extent permitted by law and the Corporation’s By-laws, and to include him as an insured person under the
Corporation’s directors’ and officers’ liability insurance policy.
Item 16. Exhibits and Financial Statements Schedules.
| |
Exhibit Number |
|
Description of Exhibit |
| |
*1.1 |
|
Form of Underwriting Agreement for Debt Securities. |
| |
4.1 |
|
Form of 6.95% Senior Note due 2037 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.2 |
|
Form of 5.750% Senior Note due 2040 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 17, 2009) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.3 |
|
Form of 4.250% Senior Note due 2024 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 12, 2014) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.4 |
|
Form of 3.500% Senior Note due 2025 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.5 |
|
Form of 4.700% Senior Note due 2045 (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.6 |
|
Form of 3.450% Senior Note due 2026 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 23, 2016) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.7 |
|
Form of 4.200% Senior Note due 2029 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: March 7, 2019) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.8 |
|
Form of 2.950% Senior Note due 2030 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: December 9, 2019) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.9 |
|
Form of 2.800% Senior Note due 2031 (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 11, 2020) and incorporated herein by reference) (Commission File Number 001-12215) |
| |
4.10 |
|
Indenture, dated as of June 27, 2001, among the Company, the Subsidiary Guarantors, and The Bank of New York Mellon (formerly known as The Bank of New York) (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference) |
| |
4.11 |
|
First Supplemental Indenture, dated as of June 27, 2001, among the Company, the Initial Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: June 27, 2001) and incorporated herein by reference) |
| |
4.12 |
|
Second Supplemental Indenture, dated as of November 26, 2001, among the Company, the Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 26, 2001) and incorporated herein by reference) |
| |
4.13 |
|
Third Supplemental Indenture, dated as of April 4, 2002, among the Company, the Additional Subsidiary Guarantors, and The Bank of New York (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: April 1, 2002) and incorporated herein by reference) |
| |
|
|
|
|
|
|
| |
4.14 |
|
Fourth Supplemental Indenture dated as of March 19, 2003, among Unilab Corporation (f/k/a Quest Diagnostics Newco Incorporated), the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference) |
| |
4.15 |
|
Fifth Supplemental Indenture dated as of April 16, 2004, among Unilab Acquisition Corporation (d/b/a FNA Clinics of America), the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference) |
| |
4.16 |
|
Sixth Supplemental Indenture dated as of October 31, 2005, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: October 31, 2005) and incorporated herein by reference) |
| |
4.17 |
|
Seventh Supplemental Indenture dated as of November 21, 2005, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 21, 2005) and incorporated herein by reference) |
| |
4.18 |
|
Eighth Supplemental Indenture dated as of July 31, 2006, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: July 31, 2006) and incorporated herein by reference) |
| |
4.19 |
|
Ninth Supplemental Indenture dated as of September 30, 2006, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: September 30, 2006) and incorporated herein by reference) |
| |
4.20 |
|
Tenth Supplemental Indenture dated as of June 22, 2007, among the Company, The Bank of New York, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) |
| |
4.21 |
|
Eleventh Supplemental Indenture dated as of June 22, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) |
| |
4.22 |
|
Twelfth Supplemental Indenture dated as of June 25, 2007, among the Company, The Bank of New York, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: June 19, 2007) and incorporated herein by reference) |
| |
4.23 |
|
Thirteenth Supplemental Indenture dated as of November 17, 2009, among the Company, The Bank of New York Mellon, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: November 17, 2009) and incorporated herein by reference) |
| |
4.24 |
|
Fourteenth Supplemental Indenture dated as of March 24, 2011, among the Company, The Bank of New York Mellon, and the Subsidiary Guarantors (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 21, 2011) and incorporated herein by reference) |
| |
4.25 |
|
Fifteenth Supplemental Indenture dated as of November 30, 2011, among the Company, The Bank of New York Mellon, and the Additional Subsidiary Guarantors (filed as an Exhibit to the Company's 2011 annual report on Form 10-K and incorporated herein by reference) |
| |
4.26 |
|
Sixteenth Supplemental Indenture dated as of March 17, 2014, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company's current report on Form 8-K (Date of Report: March 12, 2014) and incorporated herein by reference) |
| |
4.27 |
|
Seventeenth Supplemental Indenture dated as of March 10, 2015, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: March 5, 2015) and incorporated herein by reference) |
| |
|
|
|
|
|
|
| |
4.28 |
|
Eighteenth Supplemental Indenture dated as of May 26, 2016, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 23, 2016) and incorporated herein by reference) |
| |
4.29 |
|
Nineteenth Supplemental Indenture dated as of March 12 2019, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: March 7, 2019) and incorporated herein by reference) |
| |
4.30 |
|
Twentieth Supplemental Indenture dated as of December 16, 2019, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: December 16, 2019) and incorporated herein by reference) |
| |
4.31 |
|
Twenty-First Supplemental Indenture dated as of May 13, 2020, between the Company and The Bank of New York Mellon (filed as an Exhibit to the Company’s current report on Form 8-K (Date of Report: May 11, 2020) and incorporated herein by reference) |
| |
†5.1 |
|
Opinion of Shearman & Sterling LLP. |
| |
†22.1 |
|
Subsidiary Guarantors |
| |
†23.1 |
|
Consent of Shearman & Sterling LLP (included in Exhibit 5.1) |
| |
†23.2 |
|
Consent of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Quest Diagnostics Incorporated |
| |
24.1 |
|
Powers of Attorney (included in signature pages) |
| |
†25.1 |
|
Form T-1 Statement of Eligibility of The Bank of New York Mellon, as trustee with respect to the indenture dated as of June 27, 2001 |
| |
†107 |
|
Filing Fee Table |
| * |
Executed versions of this document will, if applicable, be filed by current report on Form 8-K after the issuance of the securities to which it relates. |
|
| † |
Filed herewith. |
|
| |
|
|
|
|
|
|
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of debt
securities offered (if the total dollar value of debt securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement;
| (2) | that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the debt securities offered therein, and the offering of such
debt securities at that time shall be deemed to be the initial bona fide offering thereof;
|
| (3) | to remove from registration by means of a post-effective amendment any of the debt securities being
registered which remain unsold at the termination of the offering;
|
| (4) | that, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser: |
| (i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of debt securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the debt securities in the registration statement to which the prospectus relates, and the offering of such debt securities at that
time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; |
| (5) | that, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the debt securities, the undersigned registrant undertakes that in a primary offering of debt
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
debt securities to the purchaser, if the debt securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such debt securities to such purchaser: |
| (i) | any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required
to be filed pursuant to Rule 424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by an undersigned registrant; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information
about an undersigned registrant or its senior debt securities provided by or on behalf of the undersigned registrant; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the senior debt
securities offered therein, and the offering of such debt securities at that time shall be deemed to be the initial bona fide offering
thereof.
|
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the debt securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Secaucus, State of New Jersey, on July 25, 2022.
| |
QUEST DIAGNOSTICS INCORPORATED |
|
| |
|
|
| |
By: |
/s/ Stephen H. Rusckowski |
|
| |
|
Stephen H. Rusckowski |
|
| |
|
Title: Chairman, Chief Executive Officer, and President |
|
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed on July 25, 2022 by the following persons in the capacities
and on the dates indicated.
POWER OF ATTORNEY
Each individual whose manual
signature appears below constitutes and appoints Michael E. Prevoznik and William J. O’Shaughnessy, Jr., and each of them singly,
his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto, any related registration filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all the said attorneys-in-fact and agents or any of them or their or his or her substitutes, may lawfully do or cause to
be done by virtue hereof.
| Signature |
|
Title |
| |
|
|
| /s/ Stephen H. Rusckowski |
|
Chairman, Chief Executive Officer, and President |
| Stephen H. Rusckowski |
|
|
| |
|
|
| /s/ Sam Samad |
|
Executive Vice President and Chief Financial Officer |
| Sam Samad |
|
|
| |
|
|
| /s/ Michael J. Deppe |
|
Vice President, Corporate Controller and Chief Accounting Officer |
| Michael J. Deppe |
|
|
| |
|
|
| /s/ Tracey C. Doi |
|
Director |
Tracey C. Doi
|
|
|
| /s/ Vicky B. Gregg |
|
Director |
| Vicky B. Gregg |
|
|
| |
|
|
| /s/ Wright L. Lassiter, III |
|
Director |
|
Wright L. Lassiter, III
|
|
|
| /s/ Timothy L. Main |
|
Director |
| Timothy L. Main |
|
|
| |
|
|
| /s/ Denise M. Morrison |
|
Director |
| Denise M. Morrison |
|
|
| |
|
|
| /s/ Gary M. Pfeiffer |
|
Director |
| Gary M. Pfeiffer |
|
|
| |
|
|
| /s/ Timothy M. Ring |
|
Director |
| Timothy M. Ring |
|
|
| |
|
|
| /s/ Gail R. Wilensky |
|
Director |
| Gail R. Wilensky |
|
|
2
