11-K 1 dgx12312018profitsharingpl.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, 2018

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
500 PLAZA DRIVE
SECAUCUS, NJ 07094




The Profit Sharing Plan of Quest Diagnostics Incorporated
As of December 31, 2018 and 2017
Index to Financial Statements and Supplemental Schedule

 
Page
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
Supplemental Schedule*
 
 
 
 
 
 
 
 
 
 
 
* 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Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are no longer applicable.
 
 
 
Exhibit
 
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
 





Report of Independent Registered Public Accounting Firm

Plan Administrator and Plan Participants
The Profit Sharing Plan of Quest Diagnostics Incorporated    

Opinion on the financial statements
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, 2018 and 2017, the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental information
The Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2018 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the 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, 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 is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ GRANT THORNTON LLP

We have served as the Plan's auditor since 2008.

Hartford, Connecticut
June 27, 2019




1



The Profit Sharing Plan of Quest Diagnostics Incorporated
Statements of Net Assets Available for Benefits
December 31, 2018 and 2017
(in thousands)


 
2018
 
2017
Assets
 
 
 
Cash
$
638

 
$
—

Investments, at fair value
3,783,548

 
4,142,532

Notes receivable from participants
88,565

 
88,458

Investment related receivables
966

 
214

Plan assets
3,873,717

 
4,231,204

 
 
 
 
Liabilities
 
 
 
Investment related payables
774

 
78

Net assets available for benefits
$
3,872,943

 
$
4,231,126





































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, 2018
(in thousands)


Additions:
 
Investment Income / (Loss)
 
Net depreciation in fair values of investments
$
(472,360
)
Dividends and interest
236,351

Total investment loss
(236,009
)
 
 
Interest income on notes receivable from participants
4,322

 
 
Contributions
 
Employer
81,581

Participants
162,143

Total contributions
243,724

 
 
Total additions
12,037

 
 
Deductions:
 
Benefits paid to participants
382,126

Administrative expenses
1,063

Total deductions
383,189

 
 
Net decrease
(371,152
)
 
 
Net transfer from other plans
12,969

 
 
Net assets available for benefits:
 
Beginning of year
4,231,126

 
 
End of year
$
3,872,943
















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

3

The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2018 and 2017
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.

On January 10, 2018 the Medfusion 401(k) Plan merged into the Plan. As a result, plan assets of $12,969 were transferred to the Plan.

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 options, 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 Quest Diagnostics common stock. In addition, participants can transfer monies into Quest Diagnostics stock only to the extent the percentage of holdings in Quest Diagnostics stock after the transfer remains below 25% of the participant's entire account balance.

Participants may elect to receive their dividends on investments in Quest Diagnostics stock 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.

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.


4
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2018 and 2017        
Notes to Financial Statements (dollars in thousands) - continued


Forfeitures - Employer contributions in forfeited nonvested accounts may be used to reduce future employer contributions or pay the Plan's expenses. The forfeiture activity and account balance was not material as of December 31, 2018 and 2017.
        
Parties-in-Interest - Certain investments of the Plan, as of December 31, 2018 and 2017, 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, 2018 and 2017, investments with a fair value of $3,094,673 and $3,331,875, respectively, were managed by FMRC.

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 transactions qualify as party-in-interest transactions. As of December 31, 2018 and 2017, the total fair value of the Plan's investment in Quest Diagnostics stock was $262,047 and $328,501, respectively. During 2018, there were no purchases of Quest Diagnostics stock by the Plan and sales of Quest Diagnostics stock were $19,943.

In addition, the Plan receives revenue sharing credits, as described below, which is considered a party-in-interest transaction.

Revenue Sharing Credits - A portion of the operating expenses and management fees are paid by the Plan using revenue sharing credits which are included in net depreciation in fair values of investments.  Any amount in excess of the fees is allocated to participant accounts.  For the year ended December 31, 2018, $619 of the revenue sharing credits were used for permissible management and recordkeeping fees and $4,957 was allocated to participant accounts.

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%. Rates range from 3.75% to 10.25%; maturities vary by participant. 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 Fidelity Management Trust Company ("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, 2018 and 2017, the carrying value of the Plan's notes receivable from participants was $88,565 and $88,458, 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 recordkeeper for the Plan investments are FMTC and Fidelity Investments Institutional Operations Company, Inc., respectively.

Tax Status - The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated September 22, 2014, that the Plan and related trust are 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 and, therefore, believes that the Plan is qualified and related trust is tax-exempt.

Accounting principles generally accepted in the United States (“US 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, 2018 and 2017 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 authorities; however, there are currently no audits for any tax periods in progress.


5
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2018 and 2017        
Notes to Financial Statements (dollars in thousands) - continued


Administrative Expenses - 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 Plan 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.

Plan 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.

Reclassifications - Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

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. Refer to Note 3 for additional information related to the valuation of Plan investments.

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 depreciation in fair values of investments represents the Plan's net realized and unrealized gains (losses) on investments held by the Plan.    

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.     

New Accounting Standard To Be Adopted - In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) to amend the disclosure requirements for fair value measurements to remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosure and add disclosure requirements identified as relevant.  This ASU is effective for the Plan for annual and interim periods beginning after December 15, 2019 and early adoption is permitted. The impact of adoption is currently being evaluated.



6
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2018 and 2017        
Notes to Financial Statements (dollars in thousands) - continued


3.    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. During the year ended December 31, 2018 there was no transfer between levels.

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.
    
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, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
Mutual funds
 
$
3,051,441

 
$
3,051,441

 
$
—

 
$
—

Quest Diagnostics stock
 
262,047

 
262,047

 
—

 
—

Other common stock
 
173,657

 
173,657

 
—

 
—

Preferred stock
 
1,803

 
1,803

 
—

 
—

Money market fund
 
66,143

 
66,143

 
—

 
—

Subtotal
 
$
3,555,091

 
$
3,555,091

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
Investments measured at NAV as a practical expedient: (A)
 
228,457

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
3,783,548

 


 


 




December 31, 2017
 
Total
 
Level 1
 
Level 2
 
Level 3
Mutual funds
 
$
3,536,607

 
$
3,536,607

 
$
—

 
$
—

Quest Diagnostics stock
 
328,501

 
328,501

 
—

 
—

Money market fund
 
52,438

 
52,438

 
—

 
—

Subtotal
 
$
3,917,546

 
$
3,917,546

 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
Investments measured at NAV as a practical expedient: (A)
 
224,986

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments, at fair value
 
$
4,142,532

 


 


 



    

7
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2018 and 2017        
Notes to Financial Statements (dollars in thousands) - continued


(A)    Certain investments, including the Collective Funds, 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. There are no unfunded commitments or redemption restrictions related to these investments.

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 as of December 31, 2018 and 2017.

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

Quest Diagnostics Stock, Other Common Stock and Preferred Stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Collective Funds: Valued at NAV per unit as determined by the trustee at year end. The NAV is used as a practical expedient to estimate fair value.
    
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.
    
4.     Subsequent Events

Following the acquisition of Mobile Medical Examination Service, Inc. by the Plan Sponsor, the MEDXM 401(k) Plan was merged into the Plan effective March 2019 with participant account balances totaling $1,228. Also, following the acquisition of Cleveland Heart Lab, Inc. by the Plan Sponsor, the Cleveland Heart Lab 401(k) Plan was merged into the Plan effective May 2019 with participant account balances of $5,439 and notes receivable from participants of $468.


8

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, 2018 (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
 
***
 
$
23,639

 
 
Invesco Global Real Estate Fund - R5 class
 
Mutual Funds
 
***
 
9,388

 
 
DFA U.S. Small Cap Value Portfolio Institutional Class
 
Mutual Funds
 
***
 
62,262

 
 
Vanguard Extended Market Index Fund Institutional Shares
 
Mutual Funds
 
***
 
23,589

 
 
Vanguard Total Bond Market Index Fund - Institutional Plus Share Class
 
Mutual Funds
 
***
 
103,171

 
 
MFS Global Equity Fund Class R4
 
Mutual Funds
 
***
 
15,460

*
 
Fidelity Contrafund Class K
 
Mutual Funds
 
***
 
244,205

*
 
Fidelity Diversified International Fund Class K
 
Mutual Funds
 
***
 
80,839

*
 
Fidelity Low-Priced Stock Fund Class K
 
Mutual Funds
 
***
 
84,368

*
 
Fidelity OTC Portfolio Class K
 
Mutual Funds
 
***
 
138,540

*
 
Fidelity Freedom K 2005 Fund
 
Mutual Funds
 
***
 
4,770

*
 
Fidelity Freedom K 2010 Fund
 
Mutual Funds
 
***
 
22,472

*
 
Fidelity Freedom K 2015 Fund
 
Mutual Funds
 
***
 
74,546

*
 
Fidelity Freedom K 2020 Fund
 
Mutual Funds
 
***
 
228,317

*
 
Fidelity Freedom K 2025 Fund
 
Mutual Funds
 
***
 
301,885

*
 
Fidelity Freedom K 2030 Fund
 
Mutual Funds
 
***
 
292,625

*
 
Fidelity Freedom K 2035 Fund
 
Mutual Funds
 
***
 
227,738

*
 
Fidelity Freedom K 2040 Fund
 
Mutual Funds
 
***
 
171,289

*
 
Fidelity Freedom K 2045 Fund
 
Mutual Funds
 
***
 
123,583

*
 
Fidelity Freedom K 2050 Fund
 
Mutual Funds
 
***
 
71,070

*
 
Fidelity Freedom K 2055 Fund
 
Mutual Funds
 
***
 
27,222

*
 
Fidelity Freedom K 2060 Fund
 
Mutual Funds
 
***
 
6,455

*
 
Fidelity Freedom K Income Fund
 
Mutual Funds
 
***
 
16,274

*
 
Fidelity Puritan Fund Class K
 
Mutual Funds
 
***
 
334,482

*
 
Fidelity 500 Index Fund - Institutional Premium Class
 
Mutual Funds
 
***
 
361,843

 
 
T Rowe Price Reserve Investment Fund
 
Mutual Funds
 
***
 
1,409

 
 
  Total Interest in Mutual Funds
 
 
 
 
 
$
3,051,441

 
 
 
 
 
 
 
 
 
*
 
Fidelity Managed Income Portfolio II - Class 3
 
Collective Funds
 
***
 
$
216,007

 
 
Prudential Core Plus Bond Fund Class 5
 
Collective Funds
 
***
 
10,565

 
 
State Street Short Term Investment Fund
 
Collective Funds
 
***
 
1,885

 
 
  Total Interest in Collective Funds
 
 
 
 
 
$
228,457

 
 
 
 
 
 
 
 
 
*
 
Quest Diagnostics Inc.
 
Quest Diagnostics Stock
 
***
 
$
262,047

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9

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, 2018 (dollars in thousands)

(a)
 
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
 
(c)
Description
 
(d)
Cost
 
(e)
Current
Value
 
 
Activision Blizzard Inc
 
Other Common Stock
 
***
 
$
408

 
 
Alexion Pharmaceuticals Inc
 
Other Common Stock
 
***
 
534

 
 
Alibaba Group Holding Ltd Spon ADR
 
Other Common Stock
 
***
 
1,531

 
 
Alphabet Inc CL A
 
Other Common Stock
 
***
 
4,498

 
 
Alphabet Inc CL C
 
Other Common Stock
 
***
 
2,189

 
 
Amazon.Com Inc
 
Other Common Stock
 
***
 
7,669

 
 
American International Group
 
Other Common Stock
 
***
 
1,072

 
 
American Water Wrks Company
 
Other Common Stock
 
***
 
445

 
 
Anthem Inc
 
Other Common Stock
 
***
 
1,248

 
 
Apple Inc
 
Other Common Stock
 
***
 
1,445

 
 
Applied Materials Inc
 
Other Common Stock
 
***
 
701

 
 
Aptiv Plc
 
Other Common Stock
 
***
 
1,039

 
 
ASML Hldg NV (NY Reg Shs) New York Registered Shar
 
Other Common Stock
 
***
 
345

 
 
AT&T Inc
 
Other Common Stock
 
***
 
288

 
 
Bank Of New York Mellon Corp
 
Other Common Stock
 
***
 
1,205

 
 
Becton Dickinson & Co
 
Other Common Stock
 
***
 
2,511

 
 
Boeing Co
 
Other Common Stock
 
***
 
6,152

 
 
Brighthouse Financial Inc
 
Other Common Stock
 
***
 
347

 
 
Bunge Limited
 
Other Common Stock
 
***
 
815

 
 
Canadian Natl Resources Ltd
 
Other Common Stock
 
***
 
594

 
 
Canadian Pac Railway Ltd
 
Other Common Stock
 
***
 
314

 
 
Carnival Corp
 
Other Common Stock
 
***
 
607

 
 
Centene Corp
 
Other Common Stock
 
***
 
586

 
 
CF Industries Holdings Inc
 
Other Common Stock
 
***
 
727

 
 
Chubb Ltd
 
Other Common Stock
 
***
 
1,735

 
 
Cigna Corp
 
Other Common Stock
 
***
 
2,660

 
 
Cisco Systems Inc
 
Other Common Stock
 
***
 
2,035

 
 
Citigroup Inc
 
Other Common Stock
 
***
 
726

 
 
Comcast Corp CL A
 
Other Common Stock
 
***
 
1,023

 
 
CVS Health Corp
 
Other Common Stock
 
***
 
1,494

 
 
Dollar General Corp
 
Other Common Stock
 
***
 
1,163

 
 
DowDupont Inc
 
Other Common Stock
 
***
 
1,321

 
 
Duke Energy Corp New
 
Other Common Stock
 
***
 
716

 
 
EQT Corporation
 
Other Common Stock
 
***
 
298

 
 
Equitrans Midstream Corp
 
Other Common Stock
 
***
 
293

 
 
Evergy Inc
 
Other Common Stock
 
***
 
1,005

 
 
Exxon Mobil Corp
 
Other Common Stock
 
***
 
1,913


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, 2018 (dollars in thousands)

(a)
 
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
 
(c)
Description
 
(d)
Cost
 
(e)
Current
Value
 
 
Facebook Inc CL A
 
Other Common Stock
 
***
 
$
3,472

 
 
Fidelity Natl Inform Svcs Inc
 
Other Common Stock
 
***
 
296

 
 
Fifth Third Bancorp
 
Other Common Stock
 
***
 
1,301

 
 
Fortive Corp
 
Other Common Stock
 
***
 
405

 
 
Fortune Brands Home & Sec Inc
 
Other Common Stock
 
***
 
726

 
 
Franklin Resources Inc
 
Other Common Stock
 
***
 
724

 
 
General Electric Co
 
Other Common Stock
 
***
 
603

 
 
Gilead Sciences Inc
 
Other Common Stock
 
***
 
801

 
 
Global Payments Inc
 
Other Common Stock
 
***
 
1,015

 
 
Hca Healthcare Inc
 
Other Common Stock
 
***
 
1,497

 
 
Hess Corp
 
Other Common Stock
 
***
 
567

 
 
Hilton Worldwide Holdings Inc
 
Other Common Stock
 
***
 
935

 
 
Hologic Inc
 
Other Common Stock
 
***
 
799

 
 
Honeywell Intl Inc
 
Other Common Stock
 
***
 
450

 
 
Humana Inc
 
Other Common Stock
 
***
 
742

 
 
IAC/Interactivecorp
 
Other Common Stock
 
***
 
445

 
 
Illinois Tool Works Inc
 
Other Common Stock
 
***
 
764

 
 
Intercontinental Exchange Inc
 
Other Common Stock
 
***
 
857

 
 
International Paper Co
 
Other Common Stock
 
***
 
1,136

 
 
Intuit Inc
 
Other Common Stock
 
***
 
1,602

 
 
Intuitive Surgical Inc
 
Other Common Stock
 
***
 
2,123

 
 
Johnson & Johnson
 
Other Common Stock
 
***
 
1,686

 
 
Johnson Controls International Plc
 
Other Common Stock
 
***
 
1,174

 
 
JPMorgan Chase & Co
 
Other Common Stock
 
***
 
3,169

 
 
Kansas City Southern
 
Other Common Stock
 
***
 
396

 
 
Kimberly Clark Corp
 
Other Common Stock
 
***
 
1,548

 
 
Kohls Corp
 
Other Common Stock
 
***
 
388

 
 
Las Vegas Sands Corp
 
Other Common Stock
 
***
 
1,047

 
 
Lilly (Eli) & Co
 
Other Common Stock
 
***
 
959

 
 
Loews Corp
 
Other Common Stock
 
***
 
950

 
 
Magna Intl Inc
 
Other Common Stock
 
***
 
818

 
 
Marsh & Mclennan Cos Inc
 
Other Common Stock
 
***
 
1,093

 
 
Mattel Inc
 
Other Common Stock
 
***
 
172

 
 
Maxim Integrated Products Inc
 
Other Common Stock
 
***
 
483

 
 
Mcdonalds Corp
 
Other Common Stock
 
***
 
598

 
 
Medtronic Plc
 
Other Common Stock
 
***
 
2,029

 
 
Merck & Co Inc New
 
Other Common Stock
 
***
 
2,095

 
 
Metlife Inc
 
Other Common Stock
 
***
 
1,065

 
 
Microsoft Corp
 
Other Common Stock
 
***
 
9,001


11

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, 2018 (dollars in thousands)

(a)
 
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
 
(c)
Description
 
(d)
Cost
 
(e)
Current
Value
 
 
Morgan Stanley
 
Other Common Stock
 
***
 
$
2,203

 
 
Netflix Inc
 
Other Common Stock
 
***
 
1,025

 
 
News Corp New Cl A
 
Other Common Stock
 
***
 
426

 
 
Nextera Energy
 
Other Common Stock
 
***
 
82

 
 
Nielsen Holdings Plc
 
Other Common Stock
 
***
 
595

 
 
Nike Inc Cl B
 
Other Common Stock
 
***
 
838

 
 
Northrop Grumman Corp
 
Other Common Stock
 
***
 
934

 
 
Occidental Petroleum Corp
 
Other Common Stock
 
***
 
1,170

 
 
Paypal Hldgs Inc
 
Other Common Stock
 
***
 
1,239

 
 
Pepsico Inc
 
Other Common Stock
 
***
 
966

 
 
Perrigo Co Plc
 
Other Common Stock
 
***
 
522

 
 
Pfizer Inc
 
Other Common Stock
 
***
 
2,514

 
 
PG&E Corp
 
Other Common Stock
 
***
 
556

 
 
Philip Morris Intl Inc
 
Other Common Stock
 
***
 
1,992

 
 
Qualcomm Inc
 
Other Common Stock
 
***
 
1,514

 
 
Raytheon Co
 
Other Common Stock
 
***
 
612

 
 
Red Hat Inc
 
Other Common Stock
 
***
 
2,002

 
 
Restaurant Brands International Inc
 
Other Common Stock
 
***
 
598

 
 
Ross Stores Inc
 
Other Common Stock
 
***
 
1,073

 
 
Salesforce.Com Inc
 
Other Common Stock
 
***
 
1,288

 
 
Schwab Charles Corp
 
Other Common Stock
 
***
 
1,583

 
 
Sempra Energy
 
Other Common Stock
 
***
 
692

 
 
Servicenow Inc
 
Other Common Stock
 
***
 
732

 
 
Signature Bank
 
Other Common Stock
 
***
 
372

 
 
Sl Green Realty Corp Reit
 
Other Common Stock
 
***
 
558

 
 
Southern Co
 
Other Common Stock
 
***
 
1,699

 
 
Southwest Airlines Co
 
Other Common Stock
 
***
 
1,230

 
 
Spirit Aerosystem Hld Inc CL A
 
Other Common Stock
 
***
 
461

 
 
Splunk Inc
 
Other Common Stock
 
***
 
769

 
 
Stericycle Inc
 
Other Common Stock
 
***
 
332

 
 
Stryker Corp
 
Other Common Stock
 
***
 
1,978

 
 
TD Ameritrade Holding Corp
 
Other Common Stock
 
***
 
656

 
 
TE Connectivity Ltd
 
Other Common Stock
 
***
 
640

 
 
Tencent Holdings Ltd Uns Adr
 
Other Common Stock
 
***
 
2,175

 
 
Tesla Inc
 
Other Common Stock
 
***
 
1,150

 
 
Texas Instruments Inc
 
Other Common Stock
 
***
 
931

 
 
The Booking Holdings Inc
 
Other Common Stock
 
***
 
1,693

 
 
Thermo Fisher Scientific Inc
 
Other Common Stock
 
***
 
427

 
 
Total Sa Spons Adr
 
Other Common Stock
 
***
 
2,290


12

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, 2018 (dollars in thousands)

(a)
 
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
 
(c)
Description
 
(d)
Cost
 
(e)
Current
Value
 
 
Transcanada Corp
 
Other Common Stock
 
***
 
$
1,324

 
 
Twenty First Century Fox CL B
 
Other Common Stock
 
***
 
2,030

 
 
Tyson Foods Inc CL A
 
Other Common Stock
 
***
 
1,730

 
 
United Parcel Service Inc CL B
 
Other Common Stock
 
***
 
898

 
 
United Technologies Corp
 
Other Common Stock
 
***
 
434

 
 
Unitedhealth Group Inc
 
Other Common Stock
 
***
 
2,854

 
 
US Bancorp Del
 
Other Common Stock
 
***
 
1,489

 
 
Verizon Communications Inc
 
Other Common Stock
 
***
 
1,961

 
 
Vertex Pharmaceuticals Inc
 
Other Common Stock
 
***
 
1,531

 
 
Visa Inc Cl A
 
Other Common Stock
 
***
 
4,349

 
 
Vmware Inc Cl A
 
Other Common Stock
 
***
 
1,444

 
 
Vulcan Materials Co
 
Other Common Stock
 
***
 
188

 
 
Walmart Inc
 
Other Common Stock
 
***
 
1,298

 
 
Waste Connections Inc
 
Other Common Stock
 
***
 
707

 
 
Wellcare Health Plans Inc
 
Other Common Stock
 
***
 
522

 
 
Wells Fargo & Co
 
Other Common Stock
 
***
 
2,890

 
 
Weyerhaeuser Co
 
Other Common Stock
 
***
 
739

 
 
Workday Inc Cl A
 
Other Common Stock
 
***
 
827

 
 
Zimmer Biomet Hldgs Inc
 
Other Common Stock
 
***
 
342

 
 
   Total Interest in Other Common Stock
 
 
 
 
 
$
173,657

 
 
 
 
 
 
 
 
 
 
 
Becton Dickinson & Co PC Ser A 6.125% 5/01/20
 
Preferred Stock
 
***
 
$
207

 
 
Nextera Energy Inc PC 6.123% 9/01/19
 
Preferred Stock
 
***
 
877

 
 
Sempra Energy PC 6.75% 7/15/21
 
Preferred Stock
 
***
 
134

 
 
Sempra Energy Ser A PC 6% 01/15/21 Pfd
 
Preferred Stock
 
***
 
585

 
 
 Total Interest in Preferred Stock
 
 
 
 
 
$
1,803

 
 
 
 
 
 
 
 
 
*
 
Fidelity Investments Money Market Government Portfolio - Institutional Class
 
Money Market Fund
 
***
 
$
66,143

 
 
 
 
 
 
 
 
 
 
 
Investments at Fair Value
 
 
 
 
 
$
3,783,548

 
 
 
 
 
 
 
 
 
*
 
Loans to participants**
 
Loans
 
 
 
$
88,565

 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
$
3,872,113

 
 
 
 
 
 
 
 
 
*
 
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.
 
 
 
 

13


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 27, 2019            

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





14