11-K 1 dgx12312016profitsharingpl.htm 11-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 11-K




(Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

o    TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______


Commission file number: 001-12215

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
    

THE PROFIT SHARING PLAN OF QUEST DIAGNOSTICS INCORPORATED


B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

QUEST DIAGNOSTICS INCORPORATED
3 GIRALDA FARMS
MADISON, NJ 07940




The Profit Sharing Plan of Quest Diagnostics Incorporated
As of December 31, 2016 and 2015
Index to Financial Statements and Supplemental Schedules

 
Page
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
Supplemental Schedules*
 
 
 
 
 
 
 
 
 
* Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable
 
 
 
Exhibit
 
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
 





Report of Independent Registered Public Accounting Firm


To the Benefits Administration Committee of
The Profit Sharing Plan of Quest Diagnostics Incorporated

We have audited the accompanying statements of net assets available for benefits of The Profit Sharing Plan of Quest Diagnostics Incorporated (the “Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting.

Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Profit Sharing Plan of Quest Diagnostics Incorporated as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedules, Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2016 and Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of The Profit Sharing Plan of Quest Diagnostics Incorporated’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.


/s/ GRANT THORNTON LLP

New York, New York
June 14, 2017




1



The Profit Sharing Plan of Quest Diagnostics Incorporated
Statements of Net Assets Available for Benefits
December 31, 2016 and 2015
(in thousands)


 
2016
 
2015
Assets
 
 
 
Investments, at fair value
$
3,597,459

 
$
6,805

Investment in Master Trust, at fair value
—

 
3,412,691

Receivables
 
 
 
Employer contributions
—

 
2,425

Participant contributions
—

 
4,051

Notes receivable from participants
86,769

 
93,172

Net assets available for benefits
$
3,684,228

 
$
3,519,144







































The accompanying notes are an integral part of these financial statements.

2


The Profit Sharing Plan of Quest Diagnostics Incorporated
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2016
(in thousands)


Additions to net assets attributed to:
 
Net appreciation (depreciation) in fair values of investments
$
298,821

Interest
4

Total investment income
298,825

 
 
Interest income from notes receivable from participants
3,946

 
 
Contributions
 
Employer
78,679

Participants
151,189

Total contributions
229,868

 
 
Total additions
532,639

 
 
Deductions from net assets attributed to:
 
Benefits paid to participants
367,227

Administrative expenses
328

Total deductions
367,555

 
 
Net increase
165,084

 
 
Net assets available for benefits:
 
Beginning of year
3,519,144

 
 
End of year
$
3,684,228




















The accompanying notes are an integral part of these financial statements.

3

The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands)




1.    Description of the Plan

Background - The Profit Sharing Plan of Quest Diagnostics Incorporated (the “Plan”) is a defined contribution plan established by Quest Diagnostics Incorporated (the “Company” or the “Plan Sponsor”) to provide its eligible employees with retirement benefits. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.

Effective January 1, 2009, the Company entered into an agreement with Fidelity Management Trust Company (“FMTC”) to form a master trust (“Master Trust”) to hold the assets of the Plan and the 401(k) Savings Plan of Quest Diagnostics Incorporated on a commingled basis for investment purposes only. Each participating retirement plan had an interest in the Master Trust. On December 31, 2015, the 401(k) Savings Plan of Quest Diagnostics Incorporated merged into the Plan. As a result, the Master Trust Agreement was amended to become a single trust ("Trust") of the Plan effective January 1, 2016.

Eligibility and Participant Contributions - All eligible employees who have completed one month of service, as defined, may participate in the Plan. Participants may contribute an amount between 1% and 35% of their eligible compensation, as defined, for the contribution period. Catch-up contributions, as defined in the Internal Revenue Code, are permissible for eligible participants. Participants may modify their contribution percentage at any time.

    Employer Matching Contributions - The Company matches 100% of a participant's contribution, up to 5% of eligible compensation, in cash after the participant completes 12 months of service, as defined, with the Company. Company contributions are remitted to the Plan at the same time that the corresponding participants' contributions are remitted.

Participant Accounts - A separate individual account is established for each participant in the Plan. Each participant's account is credited with the participant's contributions and the Company's matching contributions, plus actual earnings thereon. Earnings are allocated by fund based on the ratio of the participant's account invested in a particular fund to all participants' investments in that fund.
    
Vesting - Participants immediately vest in their voluntary contributions and Company contributions plus actual earnings thereon. Certain participants who were active in plans sponsored by previous employers have vesting requirements applied to their previous employer contribution accounts consistent with the vesting requirements in effect before the assets were merged into the Plan.

Investment Options - Participants may elect to have their voluntary contributions and Company matching contributions invested in any or all of the available investment funds, most of which are managed by Fidelity Management & Research Company (“FMRC”). Participants may also elect to have their voluntary contributions and Company matching contributions invested in shares of the Company's common stock. Participants have the ability to modify their investment elections daily, subject to certain short-term trading restrictions imposed by FMRC and the Company's securities trading policy, which prohibits trading in the Company's common stock on a short-term basis and while in possession of material non-public information about the Company.
Participants cannot contribute greater than 25% per pay period of pre-tax contributions into the Quest Diagnostics Stock Fund. In addition, participants can transfer monies into the Quest Diagnostics Stock Fund only to the extent the percentage of holdings in the Quest Diagnostics Stock Fund after the transfer remains below 25% of the participant's entire account balance.

Participants may elect to receive their dividends on investments in the Quest Diagnostics Stock Fund as a taxable cash payment or to have those dividends automatically reinvested.

Distribution Options - Participants can elect to have their benefit distributions, equal to the value of the vested portion of their account balance, paid in the form of a lump sum distribution, a direct rollover into another eligible retirement plan or traditional individual retirement account, installment payments, or for appropriate assets, an annuity.


4

The Profit Sharing Plan of Quest Diagnostics Incorporated    
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands) - continued


Withdrawals - Withdrawals may be made for qualified emergencies, as defined in the Internal Revenue Code. Depending upon the type of withdrawal and the status of the contribution, penalties upon withdrawal may apply. Participants may also begin to make withdrawals without penalty at age 59 ½, subject to certain limitations as defined by the Plan.

Forfeitures - Employer contributions in forfeited nonvested accounts may be used to reduce future employer contributions or pay the Plan's expenses. The forfeiture account was not material at December 31, 2016 and 2015.
        
Parties-in-Interest - Certain investments of the Plan/Master Trust, as of December 31, 2016 and 2015, are shares of mutual funds, a money market fund, and a collective fund managed by FMRC. These transactions qualify as party-in-interest transactions. As of December 31, 2016 and 2015, investments with a fair value of $2,844,005 and $2,743,843, respectively, were managed by FMRC.

The Guaranteed Interest Fund as of December 31, 2015 was managed by Great-West Trust Company, LLC and as of December 31, 2015, the fair value was $6,805. On February 16, 2016, Plan assets of $6,686 that were held with Great-West Trust Company, LLC in the Guaranteed Interest Fund were transferred to the Managed Income Portfolio II Class 3 fund (the “Collective Fund”) held with FMTC.

The Company also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Quest Diagnostics Stock Fund transactions qualify as party-in-interest transactions. As of December 31, 2016 and 2015, the total fair value of the Plan's/Master Trust's investment in the Quest Diagnostics Stock Fund was $323,887 and $270,859, respectively. During 2016, total purchases and sales of Quest Diagnostic stock by the Plan were $49,764 and $27,653, respectively.

Notes Receivable from Participants - Participants are permitted to obtain loans in amounts not less than one thousand dollars and up to the lesser of (1) fifty thousand dollars, subject to certain limitations as defined by the Plan, or (2) 50% of the participant's vested portion of their account value. Except with respect to pre-existing loans transferred or merged into the Plan, a participant may have only one outstanding loan at a time and loans are repayable over a period of up to five years, unless the proceeds are used to purchase a primary residence, in which case a period of up to ten years is permitted. Loans are secured by one-half of a participant's vested account balance and bear interest at prime plus 1%. Principal and interest are repaid to the Plan through payroll deductions for active employees. Participants can elect to pay the entire outstanding balance of a loan directly to FMTC. Actively employed participants can also submit a partial loan repayment directly to FMTC outside the normal payroll deductions, accelerating the payoff date. Participants who are no longer active employees may continue to repay outstanding loan balances directly to FMTC.

In addition, notes receivable from participants qualify as party-in-interest transactions. As of December 31, 2016 and 2015, the carrying value of the Plan's/Master Trust's notes receivable from participants was $86,769 and $93,172, respectively.

Plan Administration - The Plan Administrator is the Benefits Administration Committee, which is appointed by the Company's Board of Directors. The Plan's trustee and record keeper for the Plan investments are FMTC and Fidelity Investments Institutional Operations Company, Inc., respectively. In 2015, the Plan's trustee and record keeper for the Guaranteed Interest Fund were Great-West Trust Company, LLC and Great-West Life & Annuity Insurance Company ("GWLAIC"), respectively.

Tax Status - The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated September 22, 2014, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan Sponsor believes that the Plan, which has been amended since the IRS determination, continues to be designed and operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements.

Accounting principles generally accepted in the United States (“GAAP”) requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016 and 2015 there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing

5

The Profit Sharing Plan of Quest Diagnostics Incorporated    
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands) - continued


authorities; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2014.

Administrative Expenses and Other Fees - Accounting fees and certain administrative expenses of the Plan may be paid by the Plan or the Company. Loan origination and certain distribution fees are charged against participant accounts.

Management Fees - Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

Termination - The Company intends to continue the Plan indefinitely, but reserves the right to change or discontinue the Plan at its discretion. Participants will become fully vested in their rights under the Plan if it is terminated or if Company contributions are completely discontinued.
    
2.    Summary of Significant Accounting Policies

Basis of Presentation - The Plan maintains its financial records on the accrual basis of accounting.

Use of Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates.

Risks and Uncertainties - The Plan provides for participant-directed investment of their voluntary contributions and Company matching contributions in a number of investment funds. Certain underlying investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, changes in these risks could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

Benefits paid to participants - Benefits payments to participants are recorded when paid.

Valuation of Investments - Investments are stated at fair value at year end, including the Collective Fund and the Guaranteed Interest Fund. Refer to Note 4 for additional information related to the valuation of Plan investments and the Guaranteed Interest Fund.

Notes Receivable from Participants - Notes receivable from participants are valued at their unpaid principal balance, plus any accrued but unpaid interest. Interest income from notes receivable from participants is recorded on an accrual basis.

Security Transactions and Income - Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income from investments is recorded as earned on an accrual basis.

Net appreciation (depreciation) in fair values of investments represents the Plan's share of the dividends and net realized and unrealized gains on investments held by the Trust.        

New Accounting Standards - On January 1, 2016, the Company adopted a new accounting standard issued by the Financial Accounting Standards Board ("FASB") which removes the requirement to categorize within the fair value hierarchy investments whose fair values are measured at net asset value using the practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Instead, an entity is required to include those investments as a reconciling item so that the total fair value amount of investments in the disclosure is consistent with the fair value investment balance on the statement of net assets available for benefits. The adoption of this standard did not have a material impact on the Plan's financial statements.




6

The Profit Sharing Plan of Quest Diagnostics Incorporated    
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands) - continued


3.    Master Trust

On December 31, 2015, the 401(k) Savings Plan of Quest Diagnostics Incorporated merged into the Plan. As a result, the Master Trust Agreement was amended to become a single trust of the Plan effective January 1, 2016. In 2015, the Plan's investments were held in the Master Trust, which was established for the investment of assets of the Plan and the 401(k) Savings Plan of Quest Diagnostics Incorporated. Each participating retirement plan had an interest in the Master Trust. The assets of the Master Trust were held by FMTC.

The value of the Plan's interest in the Master Trust was based on the beginning of year value of the Plan's interest in the trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. As of December 31, 2015, the Plan owned 100% of the assets in the Master Trust. Net investment income associated with the investments of the Master Trust were allocated to the Plan based upon the Plan's participation in the investments that comprise the Master Trust and expenses of administering the Plan, including fees and expenses of the trustee of the Master Trust, may have been charged to the Plan. Investment fees were charged against the earnings of the funds and portfolios.

The following table presents the net assets of the Master Trust as of December 31, 2015:

Investments, at fair value:
 
Mutual funds
$
2,876,457

Quest Diagnostics Stock Fund
270,859

Collective Fund
226,602

Money market fund
38,773

Total investments
3,412,691

Notes receivable from participants
93,172

Net assets of the Master Trust
$
3,505,863



4.    Fair Value Measurements

Fair value measurements are based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, and are determined by either the principal market or the most advantageous market.

Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest.

Level 1:
Quoted prices in active markets for identical assets or liabilities.
 
 
Level 2:
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
 
 
Level 3:
Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
    

7

The Profit Sharing Plan of Quest Diagnostics Incorporated    
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands) - continued


The following table provides a summary of the assets in the Plan that are measured at fair value on a recurring basis:
 
 
 
 
Basis of Fair Value Measurements
December 31, 2016
 
Total
 
Level 1
 
Level 2
 
Level 3
Mutual funds
 
$
2,988,419

 
$
2,988,419

 
$
—

 
$
—

Quest Diagnostics Stock Fund
 
323,887

 
323,887

 
—

 
—

Money market fund
 
49,950

 
—

 
49,950

 
—

Subtotal
 
$
3,362,256

 
$
3,312,306

 
$
49,950

 
$
—

 
 
 
 
 
 
 
 
 
Investments measured at NAV as a practical expedient: (A)
 
235,203

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
3,597,459

 


 


 



The following table provides a summary of the assets in the Plan, excluding its interest in the Master Trust, that are measured at fair value on a recurring basis:
 
 
 
 
Basis of Fair Value Measurements
December 31, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Guaranteed Interest Fund
 
$
6,805

 
$
—

 
$
—

 
$
6,805

Total investments, at fair value
 
$
6,805

 





 



The following table provides a summary of the assets in the Master Trust that are measured at fair value on a recurring basis:
December 31, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Mutual funds
 
$
2,876,457

 
$
2,876,457

 
$
—

 
$
—

Quest Diagnostics Stock Fund
 
270,859

 
270,859

 
—

 
—

Money market fund
 
38,773

 
—

 
38,773

 
—

Subtotal
 
$
3,186,089

 
$
3,147,316

 
$
38,773

 
$
—

 
 
 
 
 
 
 
 
 
Investments measured at NAV as a practical expedient: (A)
 
226,602

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
3,412,691

 


 


 


    
(A)    Certain investments that were measured at fair value using the net asset value ("NAV") per share (or its equivalent) practical expedient were not classified in the fair value hierarchy. The fair value amounts presented in this table were intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets available for benefits.
 
 
 
 
Redemption
 
 
Fair Value
 
frequency
Redemption
 
as of December 31,
Unfunded
(if currently
notice
Investments
2016
2015
Commitments
eligible)
period
Collective Fund
$
235,203

$
226,602

n/a
Daily
12 Months

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no significant changes in the methodologies used at December 31, 2016 and 2015.


8

The Profit Sharing Plan of Quest Diagnostics Incorporated    
December 31, 2016 and 2015
Notes to Financial Statements (dollars in thousands) - continued


Guaranteed Interest Fund: The Plan held an investment contract with GWLAIC, the Guaranteed Interest Fund. The Guaranteed Interest Fund was a general account product of GWLAIC. The account was credited with participant contributions and interest and charged for participant withdrawals and administrative expenses. The crediting interest rate was based on a formula agreed upon with the issuer, but could not be less than zero percent.

As a result of the merger of the Solstas Lab Partners Group, LLC 401(k) Savings Plan, into the Plan and in order to transfer participant assets in the Guaranteed Interest Fund to FMTC, certain restrictions were placed on participant investments in the Guaranteed Interest Fund for a twelve month period commencing in February 2015, unless a distributable event occurred prior to the end of the restriction period. These restrictions included restrictions on participants' ability to contribute to, borrow against, withdraw from or exchange in and out of the fund. In addition, the interest rate credited as of February 6, 2015 of 1.70% remained in effect during the restriction period. As the significant inputs, including the crediting interest rate, were provided by the issuer of the contract and were based upon factors determined by the issuer, the inputs are considered to be unobservable and, therefore, the investment was classified within Level 3 of the fair value hierarchy.

Mutual funds: Valued at the NAV of shares held by the Plan at year end reported on an active market.

Quest Diagnostics Stock Fund: Valued at the closing price reported on the active market on which the individual securities are traded.

Collective Fund: The Collective Fund invests in short-term bonds, fixed income securities or bond funds and derivative instruments. The Collective Fund also invests in third party wrap contracts designed to permit the use of book value accounting to maintain a constant NAV of $1.00 per unit, although there is no guarantee that it will be able to maintain that value. The Collective Fund also utilizes the wrap contracts to provide for the payment of participant-directed withdrawals and exchanges at book value under most circumstances. Interest income is credited to the Collective Fund under the wrap contracts; investment gains and losses are not recognized immediately but rather recognized over time by adjusting the interest rate credited to the Collective Fund. The Collective Fund may also purchase investment contracts offered by insurance companies and other approved financial institutions that provide for the payment of a specified rate of interest to it and the repayment of interest at maturity.

Money market fund: Valued at amortized cost, which approximates fair value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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

 
 
Guaranteed Interest Fund
Balance, December 31, 2015
 
$
6,805

Interest
 
4

Benefits paid to participants
 
(123
)
Transfer to Fidelity
 
(6,686
)
Balance, December 31, 2016
 
$
—




9

The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333    
    
Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions
For the Year Ended December 31, 2016
(dollars in thousands)


 
 
Total that Constitute Nonexempt Prohibited Transactions
 
 
Participant Contributions Transferred Late to Plan *
 
Contributions Not Corrected
 
Contributions Corrected Outside VFCP
 
Contributions Pending Correction in VFCP
 
Total Fully Corrected Under VFCP and PTE 2002-51
 
 
 
 
 
 
 
 
 
$
288

 
$
288

 
$
—

 
$
—

 
$
—


*  Includes late participant loan repayments.


10

The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333    
    
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2016
(dollars in thousands)

(a)
 
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
 
(c)
Description
 
(d)
Cost
 
(e)
Current
Value
 
 
Vanguard Total International Stock Index Fund Institutional Shares
 
Mutual Funds
 
***
 
$
16,231

 
 
Invesco Global Real Estate Fund - R5 class
 
Mutual Funds
 
***
 
10,913

 
 
T. Rowe Price Institutional Large Cap Value Fund
 
Mutual Funds
 
***
 
107,255

 
 
DFA U.S. Small Cap Value Portfolio Institutional Class
 
Mutual Funds
 
***
 
84,305

 
 
Vanguard Extended Market Index Fund Institutional Shares
 
Mutual Funds
 
***
 
15,958

 
 
T. Rowe Price Institutional Large Cap Growth Fund
 
Mutual Funds
 
***
 
66,862

 
 
Vanguard Total Bond Market Index Fund - Institutional Plus Share Class
 
Mutual Funds
 
***
 
115,316

 
 
MFS Global Equity Fund Class R4
 
Mutual Funds
 
***
 
12,728

*
 
Quest Diagnostics Incorporated Stock Fund
 
Stock Fund
 
***
 
323,887

*
 
Managed Income Portfolio II - Class 3
 
Collective Fund
 
***
 
235,203

*
 
Fidelity Contrafund Class K
 
Mutual Funds
 
***
 
215,040

*
 
Fidelity Diversified International Fund Class K
 
Mutual Funds
 
***
 
89,678

*
 
Fidelity Low-Priced Stock Fund Class K
 
Mutual Funds
 
***
 
95,774

*
 
Fidelity OTC Portfolio Class K
 
Mutual Funds
 
***
 
94,761

*
 
Fidelity Puritan Fund Class K
 
Mutual Funds
 
***
 
344,967

*
 
Fidelity Freedom K Income Fund
 
Mutual Funds
 
***
 
18,642

*
 
Fidelity Freedom K 2005 Fund
 
Mutual Funds
 
***
 
5,112

*
 
Fidelity Freedom K 2010 Fund
 
Mutual Funds
 
***
 
26,630

*
 
Fidelity Freedom K 2015 Fund
 
Mutual Funds
 
***
 
97,453

*
 
Fidelity Freedom K 2020 Fund
 
Mutual Funds
 
***
 
229,797

*
 
Fidelity Freedom K 2025 Fund
 
Mutual Funds
 
***
 
258,005

*
 
Fidelity Freedom K 2030 Fund
 
Mutual Funds
 
***
 
236,785

*
 
Fidelity Freedom K 2035 Fund
 
Mutual Funds
 
***
 
185,192

*
 
Fidelity Freedom K 2040 Fund
 
Mutual Funds
 
***
 
143,315

*
 
Fidelity Freedom K 2045 Fund
 
Mutual Funds
 
***
 
100,403

*
 
Fidelity Freedom K 2050 Fund
 
Mutual Funds
 
***
 
53,825

*
 
Fidelity 500 Index Fund - Institutional Premium Class
 
Mutual Funds
 
***
 
346,688

*
 
Fidelity Freedom K 2055 Fund
 
Mutual Funds
 
***
 
15,656

*
 
Fidelity Investments Money Market Government Portfolio - Institutional Class
 
Mutual Funds
 
***
 
49,950

*
 
Fidelity Freedom K 2060 Fund
 
Mutual Funds
 
***
 
1,128

 
 
 
 
 
 
 
 
3,597,459

*
 
Loans to participants **
 
 
 
 
 
86,769

 
 
Total assets held
 
 
 
 
 
$
3,684,228

 
 
 
 
 
 
 
 
 
*
 
Party in interest to the Plan
 
 
 
 
 
 
**
 
Rates range from 3.75% to 10.25%; maturities vary by participant.
 
 
 
 
***
 
The cost of participant-directed investments is not required to be disclosed.
 
 
 
 

11


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Sponsor of The Profit Sharing Plan of Quest Diagnostics Incorporated has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

June 14, 2017            

The Profit Sharing Plan of Quest Diagnostics Incorporated


By:
  /s/ Mark J. Guinan
 
Mark J. Guinan
 
Executive Vice President, Chief Financial Officer and Member of the Quest Diagnostics Incorporated Benefits Administration Committee





12