10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2023

Or

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

For the transition period from to

Commission file number 001-12215

Quest Diagnostics Incorporated

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

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

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

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

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

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

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

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

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

As of October 13, 2023, there were outstanding 112,434,997 shares of the registrant’s common stock, $.01 par value.

PART I - FINANCIAL INFORMATION

		Page
Item 1. Financial Statements (unaudited)
	Index to unaudited consolidated financial statements filed as part of this report:
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022	3
	Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	5
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022	6
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	37
Item 4. Controls and Procedures
	Controls and Procedures	37

1

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(unaudited)

(in millions, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	2,295	$	2,486	$	6,964	$	7,550
Operating costs and expenses and other operating income:
Cost of services	1,541		1,618		4,647		4,875
Selling, general and administrative	380		464		1,235		1,311
Amortization of intangible assets	27		27		81		81
Other operating expense (income), net	5		(15)		6		(10)
Total operating costs and expenses, net	1,953		2,094		5,969		6,257
Operating income	342		392		995		1,293
Other income (expense):
Interest expense, net	(40)		(33)		(112)		(106)
Other (expense) income, net	(3)		(8)		10		(61)
Total non-operating expense, net	(43)		(41)		(102)		(167)
Income before income taxes and equity in earnings of equity method investees	299		351		893		1,126
Income tax expense	(68)		(81)		(208)		(268)
Equity in earnings of equity method investees, net of taxes	6		6		18		41
Net income	237		276		703		899
Less: Net income attributable to noncontrolling interests	12		20		41		54
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	1.99	$	2.20	$	5.87	$	7.17
Diluted	$	1.96	$	2.17	$	5.79	$	7.05
Weighted average common shares outstanding:
Basic	112		116		112		117
Diluted	114		118		114		119

The accompanying notes are an integral part of these statements.

2

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(unaudited)

(in millions)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	237	$	276	$	703	$	899
Other comprehensive income (loss):
Foreign currency translation adjustment	(4)		(8)		1		(17)
Other comprehensive (loss) income	(4)		(8)		1		(17)
Comprehensive income	233		268		704		882
Less: Comprehensive income attributable to noncontrolling interests	12		20		41		54
Comprehensive income attributable to Quest Diagnostics	$	221	$	248	$	663	$	828

The accompanying notes are an integral part of these statements.

3

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(unaudited)

(in millions, except per share data)

	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	143	$	315
Accounts receivable, net of allowance for credit losses of $27 and $30 as of September 30, 2023 and December 31, 2022, respectively	1,281		1,195
Inventories	184		192
Prepaid expenses and other current assets	207		196
Total current assets	1,815		1,898
Property, plant and equipment, net	1,830		1,766
Operating lease right-of-use assets	607		585
Goodwill	7,732		7,220
Intangible assets, net	1,219		1,092
Investments in equity method investees	130		132
Other assets	149		144
Total assets	$	13,482	$	12,837
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,157	$	1,396
Current portion of long-term debt	304		2
Current portion of long-term operating lease liabilities	157		153
Total current liabilities	1,618		1,551
Long-term debt	3,946		3,978
Long-term operating lease liabilities	505		489
Other liabilities	874		812
Commitments and contingencies
Redeemable noncontrolling interest	76		77
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2023 and December 31, 2022; 162 shares issued as of both September 30, 2023 and December 31, 2022	2		2
Additional paid-in capital	2,302		2,295
Retained earnings	8,711		8,290
Accumulated other comprehensive loss	(20)		(21)
Treasury stock, at cost; 50 and 51 shares as of September 30, 2023 and December 31, 2022, respectively	(4,570)		(4,673)
Total Quest Diagnostics stockholders’ equity	6,425		5,893
Noncontrolling interests	38		37
Total stockholders’ equity	6,463		5,930
Total liabilities and stockholders’ equity	$	13,482	$	12,837

The accompanying notes are an integral part of these statements.

4

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(unaudited)

(in millions)

	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income	$	703	$	899
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	330		321
Provision for credit losses	—		1
Deferred income tax (benefit) provision	(39)		45
Stock-based compensation expense	58		55
Other, net	12		37
Changes in operating assets and liabilities:
Accounts receivable	(86)		162
Accounts payable and accrued expenses	(231)		(169)
Income taxes payable	—		(1)
Other assets and liabilities, net	(2)		34
Net cash provided by operating activities	745		1,384
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(611)		(106)
Capital expenditures	(336)		(257)
Increase in investments and other assets	—		(6)
Net cash used in investing activities	(947)		(369)
Cash flows from financing activities:
Proceeds from borrowings	1,703		—
Repayments of debt	(1,426)		(1)
Purchases of treasury stock	—		(947)
Exercise of stock options	60		96
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(28)		(28)
Dividends paid	(234)		(230)
Distributions to noncontrolling interest partners	(41)		(58)
Other financing activities, net	(4)		(19)
Net cash provided by (used in) financing activities	30		(1,187)
Net change in cash and cash equivalents and restricted cash	(172)		(172)
Cash and cash equivalents and restricted cash, beginning of period	315		872
Cash and cash equivalents and restricted cash, end of period	$	143	$	700

The accompanying notes are an integral part of these statements.

5

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(unaudited)

(in millions)

For the Three Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity		Redeemable Non-controlling Interest
Balance, June 30, 2023	112	$	2	$	2,284	$	8,566	$	(16)	$	(4,587)	$	38	$	6,287	$	77
Net income						225						11		236		1
Other comprehensive loss, net of taxes								(4)						(4)
Dividends declared						(80)								(80)
Distributions to noncontrolling interest partners												(11)		(11)		(2)
Issuance of common stock under benefit plans				1						4				5
Stock-based compensation expense				18										18
Exercise of stock options				(1)						13				12
Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463	$	76
For the Nine Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity		Redeemable Non-controlling Interest
Balance, December 31, 2022	111	$	2	$	2,295	$	8,290	$	(21)	$	(4,673)	$	37	$	5,930	$	77
Net income						662						37		699		4
Other comprehensive income, net of taxes								1						1
Dividends declared						(241)								(241)
Distributions to noncontrolling interest partners												(36)		(36)		(5)
Issuance of common stock under benefit plans	1			(40)						60				20
Stock-based compensation expense				58										58
Exercise of stock options				(1)						61				60
Shares to cover employee payroll tax withholdings on stock      issued under stock-based compensation plans				(10)						(18)				(28)
Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463	$	76

The accompanying notes are an integral part of these statements.

6

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(unaudited)

(in millions)

For the Three Months Ended September 30, 2022		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity		Redeemable Non-controlling Interest
Balance, June 30, 2022	117	$	2	$	2,250	$	8,083	$	(23)	$	(3,901)	$	39	$	6,450	$	77
Net income						256						19		275		1
Other comprehensive loss, net of taxes								(8)						(8)
Dividends declared						(76)								(76)
Distributions to noncontrolling interest partners												(21)		(21)		(1)
Issuance of common stock under benefit plans				2						5				7
Stock-based compensation expense				18										18
Exercise of stock options				2						26				28
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans										(1)				(1)
Purchases of treasury stock	(3)									(400)				(400)
Balance, September 30, 2022	114	$	2	$	2,272	$	8,263	$	(31)	$	(4,271)	$	37	$	6,272	$	77
For the Nine Months Ended September 30, 2022		Quest Diagnostics Stockholders’ Equity
	Shares of Common Stock Outstanding	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Compre- hensive Loss		Treasury Stock, at Cost		Non- controlling Interests		Total Stock- holders’ Equity		Redeemable Non-controlling Interest
Balance, December 31, 2021	119	$	2	$	2,260	$	7,649	$	(14)	$	(3,453)	$	39	$	6,483	$	79
Net income						845						49		894		5
Other comprehensive loss, net of taxes								(17)						(17)
Dividends declared						(231)								(231)
Distributions to noncontrolling interest partners												(51)		(51)		(7)
Issuance of common stock under benefit plans	1			(38)						59				21
Stock-based compensation expense				55										55
Exercise of stock options	1			5						91				96
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(10)						(18)				(28)
Purchases of treasury stock	(7)									(950)				(950)
Balance, September 30, 2022	114	$	2	$	2,272	$	8,263	$	(31)	$	(4,271)	$	37	$	6,272	$	77

The accompanying notes are an integral part of these statements.

7

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in millions, unless otherwise indicated)

1.    DESCRIPTION OF BUSINESS

    Background

    Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") empower people to take action to improve health outcomes.  The Company uses its 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.  The Company's diagnostic information services business ("DIS") provides information and insights based on an industry-leading menu of routine, non-routine and advanced clinical testing and anatomic pathology testing, and other diagnostic information services. The Company provides services to a broad range of customers, including patients, clinicians, hospitals, independent delivery networks ("IDNs"), health plans, employers, consumers, and accountable care organizations ("ACOs"). The Company offers the broadest access in the United States to diagnostic information services through its nationwide network of laboratories, patient service centers and phlebotomists in physician offices and the Company's connectivity resources, including call centers and mobile paramedics, nurses and other health and wellness professionals. The Company is the world's leading provider of diagnostic information services. The Company provides interpretive consultation with one of the largest medical and scientific staffs in the industry. The Company's Diagnostic Solutions businesses ("DS") are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Presentation

    The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).

    The accounting policies of the Company are the same as those set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K.

    Use of Estimates

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

    Earnings Per Share

    The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan and outstanding stock options granted under its Amended and Restated Non-Employee Director Long-Term Incentive Plan, as well as the dilutive effect of accelerated share repurchase agreements, if applicable. Earnings allocable

8

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.

    New Accounting Standards to be Adopted

    In March 2020, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the cessation of the London Interbank Offered Rate ("LIBOR"). The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate which was discontinued because of reference rate reform. The pronouncement was effective immediately and, due to an accounting update which the FASB issued in December 2022, can be applied to contract modifications through December 31, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

3.    EARNINGS PER SHARE

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845
Less: Earnings allocated to participating securities	2		2		4		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	223	$	254	$	658	$	841
Weighted average common shares outstanding – basic	112		116		112		117
Effect of dilutive securities:
Stock options and performance share units	2		2		2		2
Weighted average common shares outstanding – diluted	114		118		114		119
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	1.99	$	2.20	$	5.87	$	7.17
Diluted	$	1.96	$	2.17	$	5.79	$	7.05

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Stock options and performance share units	1	1	—	—

4.    RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

    Invigorate Program

    The Company is committed to a program called Invigorate which is designed to reduce its cost structure and improve performance. Invigorate consists of several flagship programs, with structured plans in each, to drive savings and improve performance across the customer value chain. These flagship programs include: organization excellence; information technology excellence; procurement excellence; field and customer service excellence; lab excellence; and revenue services excellence. In addition to these programs, the Company identified key themes to change how it operates including reducing

9

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

denials and patient price concessions; further digitizing the business; standardization; automation and artificial intelligence; optimization and selecting and retaining talent. The Invigorate program is intended to offset reimbursement pressures and labor and benefit cost increases; free up additional resources to invest in innovation and other growth initiatives; and enable the Company to improve service quality and operating profitability.

    Restructuring and Impairment Charges

    The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Employee separation costs	$	1	$	8	$	17	$	16
Asset impairment charges	—		—		5		—
Total restructuring and impairment charges	$	1	$	8	$	22	$	16

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

    The restructuring and impairment charges incurred for the three and nine months ended September 30, 2022 were entirely associated with various workforce reduction initiatives as the Company continued to restructure its organization. Of the total restructuring and impairment charges incurred during the three months ended September 30, 2022, $1 million, and $7 million were recorded in cost of services and selling, general and administrative expenses, respectively. Of the total restructuring and impairment charges incurred during the nine months ended September 30, 2022, $3 million and $13 million were recorded in cost of services and selling, general and administrative expenses, respectively.

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

    The restructuring liability as of September 30, 2023 and December 31, 2022, which is included in accounts payable and accrued expenses, was $9 million and $44 million, respectively.

10

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

5.     BUSINESS ACQUISITIONS

    During the nine months ended September 30, 2023, the Company completed acquisitions for an aggregate purchase price of $699 million (including contingent consideration initially estimated at $88 million), net of cash acquired, including the acquisitions discussed below. The acquisitions preliminarily resulted in goodwill of $513 million, of which $244 million is deductible for tax purposes. The acquisitions also preliminarily resulted in $145 million of technology-related intangible assets and $63 million of customer-related intangible assets.

    Acquisition of select assets of the laboratory services business of New York-Presbyterian

    On April 17, 2023, the Company completed the acquisition of select assets of the laboratory services business of New York-Presbyterian, which serves providers and patients in New York, as well as the Tri-State Area and beyond, in an all-cash transaction for $275 million. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired primarily consist of $222 million of tax-deductible goodwill and $53 million of customer-related intangible assets. The intangible assets are being amortized over a useful life of 15 years.

    Acquisition of Haystack Oncology, Inc.

    On June 20, 2023, the Company acquired Haystack Oncology, Inc. ("Haystack"), an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions. The acquisition was an all-cash transaction for $392 million, net of $1 million of cash acquired, which consisted of cash consideration of $304 million and contingent consideration initially estimated at $88 million. Under the contingent consideration obligation, which is not expected to be paid in 2023, the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the Centers for Medicare and Medicaid Services ("CMS"). Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed consist of $269 million of goodwill (none of which is tax-deductible), $145 million of technology-related intangible assets, $25 million of deferred income tax liabilities, $8 million of operating lease right-of-use assets and related operating lease liabilities, and $3 million of property, plant and equipment. The intangible assets are being amortized over a useful life of 15 years. For further details regarding the fair value of the contingent consideration, see Note 6.

    The acquisitions were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed were recorded based on their estimated fair values as of the closing dates. Supplemental pro forma combined financial information has not been presented as the impact of the acquisitions is not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with the acquisitions has been allocated to the Company's DIS business. For further details regarding business segment information, see Note 12.

    For details regarding the Company's 2022 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.    

11

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

6.     FAIR VALUE MEASUREMENTS

    Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

			Basis of Fair Value Measurements
			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	71	$	71	$	—	$	—
Cash surrender value of life insurance policies	50		—		50		—
Available-for-sale debt securities	2		—		—		2
Total	$	123	$	71	$	50	$	2
Liabilities:
Deferred compensation liabilities	$	127	$	—	$	127	$	—
Contingent consideration	98		—		—		98
Total	$	225	$	—	$	127	$	98
Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

			Basis of Fair Value Measurements
December 31, 2022	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	68	$	68	$	—	$	—
Cash surrender value of life insurance policies	46		—		46		—
Available-for-sale debt securities	2		—		—		2
Total	$	116	$	68	$	46	$	2
Liabilities:
Deferred compensation liabilities	$	120	$	—	$	120	$	—
Contingent consideration	23		—		—		23
Total	$	143	$	—	$	120	$	23
Redeemable noncontrolling interest	$	77	$	—	$	—	$	77

    A detailed description regarding the Company's fair value measurements is contained in Note 8 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.    

    The Company offers certain employees the opportunity to participate in a non-qualified supplemental deferred compensation plan. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities are measured using quoted prices in active

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the trading securities.

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

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

    In connection with the acquisition of Haystack during the nine months ended September 30, 2023 (see Note 5 for further discussion), there is a contingent consideration obligation under which the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the CMS. The portion of the contingent consideration obligation which is dependent upon the achievement of certain revenue benchmarks was measured at fair value using a Monte Carlo method and is classified within Level 3 of the fair value hierarchy as the fair value is determined based on significant inputs that are not observable. Significant inputs include management’s estimate of revenue and other market inputs, including comparable company revenue volatility (40%) and a discount rate (10.5%). The portion of the contingent consideration obligation which is dependent upon the Company receiving reimbursement coverage from the CMS is also classified within Level 3 of the fair value hierarchy as the fair value is principally determined based on management's estimate, which is a significant input that is not observable. Additionally, the fair value of the entire contingent consideration obligation was also impacted by a market discount rate (5%) which adjusted the estimated payments to present value. Such discount rate decreased the initial aggregate fair value of the contingent consideration obligation by $21 million.

    The fair value of the contingent consideration obligation is not overly sensitive to movements in the comparable company revenue volatility or the discount rate used for the portion of the obligation that is dependent upon the achievement of certain revenue benchmarks. For example, changing the comparable company revenue volatility from 40% to 30% impacts the fair value by $7 million (assuming no other inputs are modified) and changing the discount rate from 10.5% to 7.0% impacts the fair value by $5 million (assuming no other inputs are modified).

    Additionally, in connection with previous acquisitions, the Company had contingent consideration obligations based on the achievement of certain testing volume and revenue benchmarks during 2022. See Note 8 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

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

	Contingent Consideration
Balance, December 31, 2022	$	23
Purchases, additions and issuances	88
Settlements	(18)
Total fair value adjustments included in earnings - realized/unrealized	5
Balance, September 30, 2023	$	98

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    The $5 million net loss included in earnings associated with the change in the fair value of contingent consideration for the nine months ended September 30, 2023 is reported in other operating expense (income), net.    

    Of the aggregate $98 million contingent consideration obligation as of September 30, 2023, $93 million and $5 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet.

    In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. As of September 30, 2023, the redeemable noncontrolling interest was presented at its fair value. The fair value measurement of the redeemable noncontrolling interest is classified within Level 3 of the fair value hierarchy because the fair value is based on a discounted cash flow analysis that takes into account, among other items, the joint venture's expected future cash flows, long term growth rates, and a discount rate commensurate with economic risk.

    The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. As of September 30, 2023 and December 31, 2022, the fair value of the Company’s debt was estimated at $3.9 billion and $3.7 billion, respectively. Principally all of the Company's debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates currently offered to the Company with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

7.    DEBT

    The Company is party to a $750 million senior unsecured revolving credit facility (the “Credit Facility” or "Senior Unsecured Revolving Credit Facility") which matures in November 2026. Under the Credit Facility, the Company can issue letters of credit totaling $150 million (see Note 11). Issued letters of credit reduce the available borrowing capacity under the Credit Facility. Interest on the Credit Facility is based on certain published rates plus an applicable margin based on changes in the Company's public debt ratings. The Credit Facility was amended during March 2023. Subsequent to such amendment, at the option of the Company, it may elect to lock into Term Secured Overnight Financing Rate (“Term SOFR”)-based interest rate contracts for periods up to six months. For interest on any U.S. Dollar-denominated outstanding amounts not covered under Term SOFR-based interest rate contracts, the Company can opt for an alternate base rate, which is calculated by reference to the prime rate, the federal funds rate or an adjusted Term SOFR rate. The Company also has the option to borrow in other currencies. As of September 30, 2023, the Company's borrowing rate for Term SOFR-based loans under the Credit Facility was adjusted Term SOFR plus 1.00%. The Credit Facility contains various covenants, including the maintenance of a financial leverage ratio, which could impact the Company's ability to, among other things, incur additional indebtedness. As of both September 30, 2023 and December 31, 2022, there were no outstanding borrowings under the Senior Unsecured Revolving Credit Facility.

    The Company also has a $525 million secured receivables credit facility (the “Secured Receivables Credit Facility”) under which, as of September 30, 2023, the Company could borrow against a $425 million loan commitment, half of which matured in October 2023 and half of which was set to mature in October 2024. Additionally, as of September 30, 2023, the Company could issue up to $100 million of letters of credit through October 2024. As of September 30, 2023, interest on borrowings under the facility was based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.725% to 0.80%. As of September 30, 2023, there were $278 million of outstanding borrowings under the Secured Receivables Credit Facility, which were included in long-term debt in the Company's consolidated balance sheet. There were no outstanding borrowings under the facility as of December 31, 2022. During October 2023, the Company amended the Secured Receivables Credit Facility. Subsequent to the amendment, the entire $525 million facility can be used for borrowings. Additionally, the Company can choose to utilize up to $150 million of such capacity to issue letters of credit. Issued letters of credit reduce the available borrowing capacity under the facility. Further, the amended facility includes an additional $75 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $600 million. The amendment extended the maturity of the entire facility to October 2025. Subsequent to the amendment, interest on borrowings under the facility will be based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.80%. For further details regarding the Secured Receivables Credit Facility (including the amendment), see Note 14 of the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    The Company has $300 million of 4.25% senior notes due April 2024. The senior notes are included in current portion of long-term debt in the Company's September 30, 2023 consolidated balance sheet. Such notes were included in long-term debt in the Company's December 31, 2022 consolidated balance sheet.

8.    FINANCIAL INSTRUMENTS

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    Interest Rate Risk

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

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

    Interest Rate Derivatives – Cash Flow Hedges

    From time to time, the Company has entered into various interest rate lock agreements and forward-starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates. During October 2023, the Company entered into certain agreements as discussed in Note 14.

    Interest Rate Derivatives – Fair Value Hedges

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

    As of September 30, 2023 and December 31, 2022, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt:

	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2023		December 31, 2022
Long-term debt	$	16	$	26

(a) As of both September 30, 2023 and December 31, 2022, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

    A detailed description regarding the Company's use of derivative financial instruments is contained in Note 16 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.        

9.    STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

    Stockholders' Equity    

    Changes in Accumulated Other Comprehensive Loss by Component

    Comprehensive income (loss) includes:

•Foreign currency translation adjustments;

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

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

16

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    For the three and nine months ended September 30, 2023 and 2022, the tax effects related to the deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes.

    Dividend Program

    During each of the first three quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share. During each of the four quarters of 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.66 per common share.

    Share Repurchase Program

    In February 2023, the Company's Board of Directors increased the size of its share repurchase program by $1 billion. As of September 30, 2023, $1.3 billion remained available under the Company’s share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

    Share Repurchases

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

    For the nine months ended September 30, 2022, the Company repurchased 7.1 million shares of its common stock for $950 million.

    Shares Reissued from Treasury Stock

    For the nine months ended September 30, 2023 and 2022, the Company reissued 1.1 million shares and 1.6 million shares, respectively, from treasury stock under its Employee Stock Purchase Plan and its stock-based compensation program. For details regarding the Company's stock ownership and compensation plans, see Note 18 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    Redeemable Noncontrolling Interest

    In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. As of September 30, 2023 and December 31, 2022, the redeemable noncontrolling interest was presented at its fair value. For further details regarding the fair value of the redeemable noncontrolling interest, see Note 6.

17

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

10.    SUPPLEMENTAL CASH FLOW AND OTHER DATA

    Supplemental cash flow and other data for the three and nine months ended September 30, 2023 and 2022 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation expense	$	84	$	81	$	249	$	240
Amortization expense	27		27		81		81
Depreciation and amortization expense	$	111	$	108	$	330	$	321
Interest expense	$	(41)	$	(37)	$	(117)	$	(112)
Interest income	1		4		5		6
Interest expense, net	$	(40)	$	(33)	$	(112)	$	(106)
Interest paid	$	17	$	32	$	97	$	110
Income taxes paid	$	99	$	5	$	233	$	187
Accounts payable associated with capital expenditures	$	27	$	30	$	27	$	30
Accounts payable associated with purchases of treasury stock	$	—	$	26	$	—	$	26
Dividends payable	$	81	$	75	$	81	$	75
Businesses acquired:
Fair value of assets acquired	$	2	$	—	$	736	$	143
Fair value of liabilities assumed	—		—		36		15
Fair value of net assets acquired	2		—		700		128
Merger consideration payable	—		—		(88)		(18)
Cash paid for business acquisitions	2		—		612		110
Less: Cash acquired	—		—		1		4
Business acquisitions, net of cash acquired	$	2	$	—	$	611	$	106
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$	42	$	49	$	143	$	133

11.     COMMITMENTS AND CONTINGENCIES

    Letters of Credit

    As of September 30, 2023, the Company could issue letters of credit totaling $100 million under its Secured Receivables Credit Facility and $150 million under its Senior Unsecured Revolving Credit Facility. During October 2023, the Company amended the Secured Receivables Credit Facility. Subsequent to the amendment, the Company can issue letters of credit totaling $150 million. For further discussion regarding the Company's Secured Receivables Credit Facility and Senior Unsecured Revolving Credit Facility, see Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K and Notes 7 and 14 to the interim unaudited consolidated financial statements.

18

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    In support of its risk management program, $70 million in letters of credit under the Secured Receivables Credit Facility were outstanding as of September 30, 2023, providing collateral for current and future automobile liability and workers’ compensation loss payments.

    Contingent Lease Obligations

    The Company remains subject to contingent obligations under certain real estate leases for which no liability has been recorded. For further details, see Note 19 to the audited consolidated financial statements in the Company’s 2022 Annual Report on Form 10-K.

    Certain Legal Matters

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

401(k) Plan Lawsuit

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

AMCA Data Security Incident

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

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

19

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    In addition, the Company has been notified that numerous state attorney general offices were investigating or otherwise seeking information and/or documents, and that certain U.S. senators were seeking information, from the Company related to the AMCA Data Security Incident.

ReproSource Fertility Diagnostics, Inc.

    ReproSource Fertility Diagnostics, Inc. (“ReproSource”), a subsidiary of the Company, is subject to two putative class action lawsuits in the U.S. District Court for Massachusetts: Bickham v. ReproSource Fertility Diagnostics, Inc. and Gordon v. ReproSource Fertility Diagnostics, Inc. The class actions are related to a data security incident that occurred in August 2021 in which an unauthorized party may have accessed or acquired protected health information and personally identifiable information of ReproSource patients. The complaints generally allege that ReproSource, among other claims, failed to adequately safeguard customers’ private information. The Company moved to dismiss both complaints. A third putative class action pertaining to the same data security incident, Trouville v. ReproSource Fertility Diagnostics, Inc., was filed in California state court. The Company removed the case to federal court and moved to dismiss and/or transfer it to U.S. District Court for Massachusetts.

Cole, et. al v. Quest Diagnostics Incorporated

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

    Other Legal Matters

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

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

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

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

20

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of September 30, 2023, the Company does not believe that material losses related to legal matters are probable.

    Reserves for legal matters totaled $6 million and $2 million as of September 30, 2023 and December 31, 2022, respectively.

    Reserves for General and Professional Liability Claims

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

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

    Reserves for general and professional liability claims matters, including those associated with both asserted and incurred but not reported claims, are established on an undiscounted basis by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $164 million and $169 million as of September 30, 2023 and December 31, 2022, respectively.

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

12.    BUSINESS SEGMENT INFORMATION

    The Company's DIS business is the only reportable segment based on the manner in which the Chief Executive Officer, who is the Company's chief operating decision maker ("CODM"), assesses performance and allocates resources across the organization. The DIS business provides diagnostic information services to a broad range of customers, including patients, clinicians, hospitals, IDNs, health plans, employers, customers, and ACOs. The Company is the world's leading provider of diagnostic information services, which includes providing 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. The DIS business accounted for greater than 95% of net revenues in 2023 and 2022.

    All other operating segments include the Company's DS businesses, which consist of its risk assessment services and healthcare information technology businesses. The Company's DS businesses are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions.

21

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

    As of September 30, 2023, substantially all of the Company’s services were provided within the United States, and substantially all of the Company’s assets were located within the United States.

    The following table is a summary of segment information for the three and nine months ended September 30, 2023 and 2022. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangible assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues:
DIS business	$	2,228	$	2,419	$	6,755	$	7,344
All other operating segments	67		67		209		206
Total net revenues	$	2,295	$	2,486	$	6,964	$	7,550
Operating earnings (loss):
DIS business	$	392	$	441	$	1,176	$	1,445
All other operating segments	8		3		26		16
General corporate activities	(58)		(52)		(207)		(168)
Total operating income	342		392		995		1,293
Non-operating expense, net	(43)		(41)		(102)		(167)
Income before income taxes and equity in earnings of equity method investees	299		351		893		1,126
Income tax expense	(68)		(81)		(208)		(268)
Equity in earnings of equity method investees, net of taxes	6		6		18		41
Net income	237		276		703		899
Less: Net income attributable to noncontrolling interests	12		20		41		54
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845

    The approximate percentage of net revenues by major service for the three and nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Routine clinical testing and other services	51	%	45	%	50	%	43	%
COVID-19 testing services	1		13		3		17
Gene-based and esoteric (including advanced diagnostics) testing services	39		33		38		31
Anatomic pathology testing services	6		6		6		6
All other	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

22

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

13.    REVENUE RECOGNITION

    DIS

    Net revenues in the Company’s DIS business accounted for over 95% of the Company’s total net revenues for the three and nine months ended September 30, 2023 and 2022 and are primarily comprised of a high volume of relatively low-dollar transactions. The DIS business, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. The Company estimates the amount of consideration it expects to be entitled to receive from customer groups in exchange for providing services using the portfolio approach. These estimates include the impact of contractual allowances (including payer denials), and patient price concessions. The portfolios determined using the portfolio approach consist of the following groups of customers: healthcare insurers, government payers (Medicare and Medicaid programs), client payers and patients.

    For further details regarding revenue recognition in the Company's DIS business, see Note 3 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    DS

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

    Net Revenue and Net Accounts Receivable by Customer Type

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Healthcare insurers:
Fee-for-service	36	%	39	%	37	%	39	%
Capitated	3		3		3		3
Total healthcare insurers	39		42		40		42
Government payers	12		11		12		11
Client payers	34		33		33		33
Patients (including coinsurance and deductible responsibilities)	12		11		12		11
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

23

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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

	September 30, 2023		December 31, 2022
Healthcare Insurers	26	%	28	%
Government Payers	8		6
Client Payers	43		44
Patients (including coinsurance and deductible responsibilities)	19		18
Total DIS	96		96
DS	4		4
Net accounts receivable	100	%	100	%

    

14.    SUBSEQUENT EVENTS

    During October 2023, the Company amended its Secured Receivables Credit Facility. Subsequent to the amendment, the entire $525 million facility can be used for borrowings. Additionally, the Company can choose to utilize up to $150 million of such capacity to issue letters of credit. Issued letters of credit reduce the available borrowing capacity under the facility. Further, the amended facility includes an additional $75 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $600 million. The amendment extended the maturity of the entire facility to October 2025. Subsequent to the amendment, interest on borrowings under the facility will be based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.80%. For further details regarding the Secured Receivables Credit Facility, see Note 7 of the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    As discussed in Note 8, from time to time, the Company enters into various interest rate lock agreements and forward-starting interest rate swap agreements. During October 2023, the Company entered into forward-starting interest rate swap agreements with financial institutions for a total notional amount of $375 million. The agreements were entered into in order to hedge a portion of the Company's interest rate exposure associated with variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance of debt and were accounted for as cash flow hedges.

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

Our Company

    Diagnostic Information Services

    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 ("DIS") provides information and insights based on an 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 ("IDNs"), health plans, employers, consumers, and accountable care organizations ("ACOs"). 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 DIS business makes up greater than 95% of our consolidated net revenues.

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

    Diagnostic Solutions

    In our Diagnostic Solutions ("DS") 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.

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Third Quarter Highlights

	Three Months Ended September 30,
	2023	2022
	(dollars in millions, except per share data)
Net revenues	$2,295	$2,486
Base business revenues (a)	$2,269	$2,170
COVID-19 testing revenues	$26	$316
DIS revenues	$2,228	$2,419
Revenue per requisition change	(7.2)%	(5.1)%
Requisition volume change	(0.5)%	(6.2)%
Organic requisition volume change	(1.0)%	(6.4)%
DS revenues	$67	$67
Operating income	$342	$392
Net income attributable to Quest Diagnostics	$225	$256
Diluted earnings per share	$1.96	$2.17
Net cash provided by operating activities	$207	$502
Capital expenditures	$105	$118

(a) Excludes COVID-19 testing.

    The impacts that the COVID-19 pandemic had on our DIS revenues, including requisition volume and revenue per requisition are discussed further below under "Results of Operations".

    For further discussion of the year-over-year changes for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, see "Results of Operations" below.

Acquisition of select assets of the laboratory services business of New York-Presbyterian

    On April 17, 2023, we completed the acquisition of select assets of the laboratory services business of New York-Presbyterian, which serves providers and patients in New York, as well as the Tri-State Area and beyond, in an all-cash transaction for $275 million. The acquired business is included in our DIS business.

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

Acquisition of Haystack Oncology, Inc.

    On June 20, 2023, we acquired Haystack Oncology, Inc., an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions. The acquisition was an all-cash transaction for $392 million, net of $1 million of cash acquired, which consisted of cash consideration of $304 million and contingent consideration initially estimated at $88 million. Under the contingent consideration obligation, the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon us receiving reimbursement coverage from the Centers for Medicare and Medicaid Services. The acquired business is included in our DIS business.

    For further details, see Notes 5 and 6 to the interim unaudited consolidated financial statements.

Invigorate Program

    We are engaged in a multi-year program called Invigorate, which is designed to reduce our cost structure and improve our performance. We currently aim annually to achieve savings and productivity improvements of approximately 3% of our costs, which we believe will help offset pressures from the current inflationary environment.

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    Invigorate has consisted of several flagship programs, with structured plans in each, to drive savings and improve performance across the customer value chain. These flagship programs include: organization excellence; information technology excellence; procurement excellence; field and customer service excellence; lab excellence; and revenue services excellence. In addition to these programs, we have identified key themes to change how we operate including reducing denials and patient price concessions; further digitizing our business; standardization; automation and artificial intelligence; optimization and selecting and retaining talent. We believe that our efforts to standardize our information technology systems, equipment and data also foster our efforts to strengthen our foundation for growth and support the value creation initiatives of our clinical franchises by enhancing our operational flexibility, empowering and enhancing the customer experience, facilitating the delivery of actionable insights and bolstering our large data platform.

    For the nine months ended September 30, 2023, we incurred $32 million of pre-tax charges in connection with our Invigorate program and other restructuring activities, including $17 million of employee separation costs, with the remainder primarily consisting of integration costs. Most of the charges will result in cash expenditures. Additional restructuring charges may be incurred in future periods, including as we identify additional opportunities to achieve further savings and productivity improvements.

Critical Accounting Policies

    There have been no significant changes to our critical accounting policies from those disclosed in our 2022 Annual Report on Form 10-K.

Impact of New Accounting Standards

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

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

27

Results of Operations

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

	Three Months Ended September 30,										Nine Months Ended September 30,
	2023			2022			$ Change		% Change		2023			2022			$ Change		% Change
	(dollars in millions, except per share amounts)
Net revenues:
DIS business	$	2,228		$	2,419		$	(191)	(7.9)	%	$	6,755		$	7,344		$	(589)	(8.0)	%
DS businesses	67			67			—		(0.5)		209			206			3		1.2
Total net revenues	$	2,295		$	2,486		$	(191)	(7.7)	%	$	6,964		$	7,550		$	(586)	(7.8)	%
Operating costs and expenses and other operating income:
Cost of services	$	1,541		$	1,618		$	(77)	(4.8)	%	$	4,647		$	4,875		$	(228)	(4.7)	%
Selling, general and administrative	380			464			(84)		(18.1)		1,235			1,311			(76)		(5.7)
Amortization of intangible assets	27			27			—		3.3		81			81			—		1.3
Other operating expense (income), net	5			(15)			20		NM		6			(10)			16		NM
Total operating costs and expenses, net	$	1,953		$	2,094		$	(141)	(6.7)	%	$	5,969		$	6,257		$	(288)	(4.6)	%
Operating income	$	342		$	392		$	(50)	(13.0)	%	$	995		$	1,293		$	(298)	(23.1)	%
Other income (expense):
Interest expense, net	$	(40)		$	(33)		$	(7)	20.2	%	$	(112)		$	(106)		$	(6)	4.9	%
Other (expense) income, net	(3)			(8)			5		NM		10			(61)			71		NM
Total non-operating expense, net	$	(43)		$	(41)		$	(2)	NM		$	(102)		$	(167)		$	65	NM
Income tax expense	$	(68)		$	(81)		$	13	(15.9)	%	$	(208)		$	(268)		$	60	(22.5)	%
Effective income tax rate	22.8		%	23.0		%					23.3		%	23.8		%
Equity in earnings of equity method investees, net of taxes	$	6		$	6		$	—	29.6	%	$	18		$	41		$	(23)	(55.1)	%
Net income attributable to Quest Diagnostics	$	225		$	256		$	(31)	(12.2)	%	$	662		$	845		$	(183)	(21.7)	%
Diluted earnings per common share attributable to Quest Diagnostics' common stockholders	$	1.96		$	2.17		$	(0.21)	(9.7)	%	$	5.79		$	7.05		$	(1.26)	(17.9)	%
NM - Not Meaningful

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues:
DIS business	97.1	%	97.3	%	97.0	%	97.3	%
DS businesses	2.9		2.7		3.0		2.7
Total net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Operating costs and expenses and other operating income:
Cost of services	67.2	%	65.1	%	66.7	%	64.6	%
Selling, general and administrative	16.6		18.7		17.7		17.4
Amortization of intangible assets	1.2		1.1		1.2		1.1
Other operating expense (income), net	0.1		(0.7)		0.1		(0.2)
Total operating costs and expenses, net	85.1	%	84.2	%	85.7	%	82.9	%
Operating income	14.9	%	15.8	%	14.3	%	17.1	%

    Operating Results

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

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

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

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

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

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

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

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

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

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

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

29

    For both the three and nine months ended September 30, 2023, the year-over-year change in diluted weighted average common shares outstanding was principally driven by share repurchases, which positively benefited the year-over-year comparison of diluted earnings per share.

    Results for the three months ended September 30, 2022 were affected by certain items that on a net basis decreased diluted earnings per share by $0.19 as follows:

•pre-tax amortization expense of $27 million recorded in amortization of intangible assets or $0.17 per diluted share;

•pre-tax charges of $13 million ($6 million in cost of services and $7 million in selling, general and administrative expenses), or $0.08 per diluted share, primarily associated with workforce reductions, systems conversions and integration incurred in connection with further restructuring and integrating our business; and

•pre-tax charges of $2 million in Other (expense) income, net or $0.01 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; partially offset by

•a net pre-tax gain of $9 million ($2 million of charges in cost of services, and $5 million of charges in selling, general and administrative expenses offset by $16 million of gains in other operating expense (income), net), or $0.06 per diluted share, primarily representing a $10 million gain from a payroll tax credit under the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") associated with the retention of employees and a $7 million gain associated with the decrease in the fair value of the contingent consideration accrual associated with previous acquisitions, partially offset by $5 million of costs associated with donations, contributions and other financial support through Quest for Health Equity (our initiative with the Quest Diagnostics Foundation to reduce health disparities in underserved communities); and

•excess tax benefits associated with stock-based compensation arrangements of $1 million, or $0.01 per diluted share, recorded in income tax expense.

    Results for the nine months ended September 30, 2022 were affected by certain items that on a net basis decreased diluted earnings per share by $0.89 as follows:

•pre-tax amortization expense of $81 million recorded in amortization of intangible assets or $0.50 per diluted share;

•pre-tax charges of $39 million ($30 million in other (expense) income, net and $9 million in equity in earnings of equity method investees, net of taxes), or $0.24 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments;

•pre-tax charges of $37 million ($13 million in cost of services and $24 million in selling, general and administrative expenses), or $0.23 per diluted share, primarily associated with workforce reductions, systems conversions and integration incurred in connection with further restructuring and integrating our business; and

•net pre-tax charges of $1 million ($2 million of charges in cost of services, and $9 million of charges in selling, general and administrative expenses largely offset by $10 million of gains in other operating expense (income), net), or $0.00 per diluted share, primarily representing $9 million of costs associated with donations, contributions and other financial support through Quest for Health Equity offset by a $10 million gain from a payroll tax credit under the CARES Act associated with the retention of employees; partially offset by

•excess tax benefits associated with stock-based compensation arrangements of $10 million, or $0.08 per diluted share, recorded in income tax expense.

    Net Revenues

    Net revenues for the three months ended September 30, 2023 decreased by 7.7% compared to the prior year period.

    DIS revenues for the three months ended September 30, 2023 decreased by 7.9% compared to the prior year period.

    For the three months ended September 30, 2023:

30

•The decrease in DIS revenues compared to the prior year period was driven by a decrease in COVID-19 testing, partially offset by growth in the base business (which excludes COVID-19 testing) and, to a lesser extent, the impact of recent acquisitions. For the three months ended September 30, 2023, recent acquisitions contributed approximately 0.6% to DIS revenues.

•DIS volume decreased by 0.5% compared to the prior year period driven by a decrease in COVID-19 testing, partially offset by growth in the base business and the impact of recent acquisitions, which contributed approximately 0.5% to DIS volume.

•Revenue per requisition decreased by 7.2% compared to the prior year period driven by the decrease in COVID-19 molecular testing.

•DIS revenues in the base business (including the impact of recent acquisitions) increased by 4.8% compared to the prior year period.

•Testing volume in the base business (including the impact of recent acquisitions) was up 5.7% compared to the prior year period.

•Revenue per requisition in the base business decreased by 0.4% compared to the prior year period principally due to growth in our Professional Laboratory Services engagements (which carry a lower revenue per requisition than the remainder of DIS) and lower demand for respiratory panels; partially offset by an increase in unit price and other test mix.

    DS revenues for the three months ended September 30, 2023 were consistent with the prior year period.

    Net revenues for the nine months ended September 30, 2023 decreased by 7.8% compared to the prior year period.

    DIS revenues for the nine months ended September 30, 2023 decreased by 8.0% compared to the prior year period.

    For the nine months ended September 30, 2023:

•The decrease in DIS revenues compared to the prior year period was driven by a decrease in COVID-19 testing, partially offset by growth in the base business (which excludes COVID-19 testing) and, to a lesser extent, the impact of recent acquisitions. For the nine months ended September 30, 2023, recent acquisitions contributed approximately 0.4% to DIS revenues.

•DIS volume decreased by 1.4% compared to the prior year period driven by a decrease in COVID-19 testing, partially offset by growth in the base business and the impact of recent acquisitions, which contributed approximately 0.3% to DIS volume.

•Revenue per requisition decreased by 6.6% compared to the prior year period driven by the decrease in COVID-19 molecular testing.

•DIS revenues in the base business (including the impact of recent acquisitions) increased by 8.2% compared to the prior year period.

•Testing volume in the base business (including the impact of recent acquisitions) was up 7.0% compared to the prior year period.

•Revenue per requisition in the base business increased by 1.4% compared to the prior year period principally due to an increase in the number of tests per requisition, changes in test mix and benefits recognized associated with certain value-based arrangements; partially offset by growth in our Professional Laboratory Services engagements (which carry a lower revenue per requisition than the remainder of DIS).

    DS revenues for the nine months ended September 30, 2023 increased by 1.2% compared to the prior year period due to higher revenues associated with our risk assessment services offered to the life insurance industry.

    Cost of Services

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

    For the three months ended September 30, 2023, cost of services decreased by $77 million compared to the prior year period. The decrease was primarily driven by lower collection and supplies expenses associated with reduced COVID-19 testing volumes, as well as lower performance-based compensation, partially offset by wage increases and higher benefit costs.

31

    For the nine months ended September 30, 2023, cost of services decreased by $228 million compared to the prior year period. The decrease was primarily driven by lower collection and supplies expenses associated with reduced COVID-19 testing volumes and lower performance-based compensation, partially offset by wage increases and higher benefits costs.

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

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

    SG&A decreased by $84 million for the three months ended September 30, 2023 compared to the prior year period. The decrease was primarily driven by lower compensation costs (including a reduction in performance-based compensation and headcount, partially offset by wage increases and higher benefit costs) and lower marketing expenses.

    SG&A decreased by $76 million for the nine months ended September 30, 2023 compared to the prior year period. The decrease was primarily driven by lower compensation costs (including a reduction in performance-based compensation and headcount, partially offset by wage increases and higher benefit costs) and lower marketing expenses, partially offset by $41 million of higher costs associated with changes in the value of our deferred compensation obligations.

    The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other (expense) income, net. For further details regarding our deferred compensation plans, see Note 18 to the audited consolidated financial statements included in our 2022 Annual Report on Form 10-K.

    Amortization Expense

    For both the three and nine months ended September 30, 2023, amortization expense was consistent with the prior year periods.

    Other Operating Expense (Income), Net

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

    For both the three and nine months ended September 30, 2023, other operating expense (income), net primarily represents a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions.

    For both the three and nine months ended September 30, 2022, other operating expense (income), net includes a $10 million gain from a payroll tax credit under the CARES Act associated with the retention of employees. The three months ended September 30, 2022 also includes a gain associated with the decrease in the fair value of the contingent consideration accrual associated with previous acquisitions.

    Interest Expense, Net

    For the three and nine months ended September 30, 2023, interest expense, net increased $7 million and $6 million, respectively, compared to the prior year periods primarily due to higher interest expense as a result of increased borrowings under the secured receivables credit facility.

    Other (Expense) Income, Net

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

32

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

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

    For the three months ended September 30, 2022, other (expense) income, net included $6 million of losses associated with investments in our deferred compensation plans.

    For the nine months ended September 30, 2022, other (expense) income, net included $31 million of losses associated with investments in our deferred compensation plans and $30 million of losses associated with changes in the carrying value of our strategic investments.

    Income Tax Expense

    Income tax expense for the three months ended September 30, 2023 and 2022 was $68 million and $81 million, respectively. The decrease in income tax expense for the three months ended September 30, 2023 compared to the prior year period was primarily driven by a decrease in income before income taxes and equity in earnings of equity method investees.

    The effective income tax rates for the three months ended September 30, 2023 and 2022 were 22.8% and 23.0%, respectively. The effective income tax rates benefited from $2 million and $1 million of excess tax benefits associated with stock-based compensation arrangements for the three months ended September 30, 2023 and 2022, respectively.

    Income tax expense for the nine months ended September 30, 2023 and 2022 was $208 million and $268 million, respectively. The decrease in income tax expense for the nine months ended September 30, 2023 compared to the prior year period was primarily driven by a decrease in income before income taxes and equity in earnings of equity method investees.

    The effective income tax rates for the nine months ended September 30, 2023 and 2022 were 23.3% and 23.8%, respectively. The effective income tax rates benefited from $9 million and $10 million of excess tax benefits associated with stock-based compensation arrangements for the nine months ended September 30, 2023 and 2022, respectively.

    Equity in Earnings of Equity Method Investees, Net of Taxes

    For the three months ended September 30, 2023, equity in earnings of equity method investees, net of taxes was consistent with the prior year period.

    Equity in earnings of equity method investees, net of taxes decreased by $23 million for the nine months ended September 30, 2023 compared to the prior year period, primarily due to lower demand for COVID-19 testing services at our diagnostic information services joint venture.

Quantitative and Qualitative Disclosures About Market Risk

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

    As of September 30, 2023 and December 31, 2022, the fair value of our debt was estimated at approximately $3.9 billion and $3.7 billion, respectively, principally using quoted prices in active markets and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. As of September 30, 2023 and December 31, 2022, the estimated fair value was less than the carrying value of the debt by $371 million and $318 million, respectively. A hypothetical 10% increase in interest rates (representing 56 basis points as of September 30, 2023 and 51 basis points as of December 31, 2022) would potentially reduce the estimated fair value of our debt by approximately $116 million and $120 million as of September 30, 2023 and December 31, 2022, respectively.

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    Borrowings under our secured receivables credit facility and our senior unsecured revolving credit facility are subject to variable interest rates. As of September 30, 2023, interest on our secured receivables credit facility is based on either commercial paper rates for highly rated issuers, or the adjusted Term Secured Overnight Financing Rate ("Term SOFR"), plus a spread. As of September 30, 2023, interest on our senior unsecured revolving credit facility is based on certain published rates plus an applicable margin based on changes in our public debt ratings. As such, our borrowing cost under this credit arrangement is subject to fluctuations in interest rates and changes in our public debt ratings. As of September 30, 2023, the borrowing rates under these debt instruments were: for our secured receivables credit facility, commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.725% to 0.80%; and for our senior unsecured revolving credit facility, adjusted Term SOFR, plus 1.00%. As of September 30, 2023, there were $278 million of borrowings outstanding under the secured receivables credit facility and there were no borrowings outstanding under the senior unsecured revolving credit facility. During October 2023, we amended the secured receivables credit facility and, subsequent to the amendment, borrowing rates are based on commercial paper rates for highly rated issuers, or adjusted Term SOFR, plus a spread of 0.80%.

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

    For further details regarding our outstanding debt, see Note 7 to the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements included in our 2022 Annual Report on Form 10-K. For details regarding our financial instruments and hedging activities, see Note 8 to the interim unaudited consolidated financial statements and Note 16 to the audited consolidated financial statements included in our 2022 Annual Report on Form 10-K.

    Risk Associated with Investment Portfolio

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

    We regularly evaluate equity investments that do not have readily determinable fair values to determine if there are any indicators that the investments are impaired. The carrying value of our equity investments that do not have readily determinable fair values was $5 million as of September 30, 2023. In conjunction with the preparation of our September 30, 2023 financial statements, we considered whether the carrying values of our investments were impaired and concluded that no such impairment existed.

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

Liquidity and Capital Resources

	Nine Months Ended September 30,
	2023		2022		Change
	(dollars in millions)
Net cash provided by operating activities	$	745	$	1,384	$	(639)
Net cash used in investing activities	(947)		(369)		(578)
Net cash provided by (used in) financing activities	30		(1,187)		1,217
Net change in cash and cash equivalents and restricted cash	$	(172)	$	(172)	$	—

    Cash and Cash Equivalents

    Cash and cash equivalents consist of cash and highly-liquid short-term investments with original maturities, at the time of acquisition, of three months or less. Cash and cash equivalents as of September 30, 2023 totaled $143 million, compared to $315 million as of December 31, 2022.

34

    As of September 30, 2023, approximately 28% of our $143 million of consolidated cash and cash equivalents were held outside of the United States.

    Cash Flows from Operating Activities

    Net cash provided by operating activities for the nine months ended September 30, 2023 and 2022 was $745 million and $1,384 million, respectively. The $639 million decrease in net cash provided by operating activities for the nine months ended September 30, 2023, compared to the prior year period, was primarily a result of:

•lower operating income in 2023 as compared to 2022; and

•a year-over-year change in the timing and extent of the collection of COVID-19 testing revenues.

    Days sales outstanding, a measure of billing and collection efficiency, was 50 days as of September 30, 2023 and 47 days as of each of December 31, 2022 and September 30, 2022.

    Cash Flows from Investing Activities

    Net cash used in investing activities for the nine months ended September 30, 2023 and 2022 was $947 million and $369 million, respectively. This $578 million increase in net cash used in investing activities for the nine months ended September 30, 2023, compared to the prior year period, was primarily a result of increased cash used for business acquisitions (see above for further discussion) and, to a lesser extent, increased capital expenditures.

    Cash Flows from Financing Activities

    Net cash provided by (used in) financing activities for the nine months ended September 30, 2023 and 2022 was $30 million and $(1,187) million, respectively. This $1,217 million change in net cash provided by (used in) financing activities for the nine months ended September 30, 2023, compared to the prior year period, was primarily a result of the nine months ended September 30, 2023 including $278 million of net borrowings under our secured receivables credit facility and the nine months ended September 30, 2022 including $947 million of share repurchases.

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

    During the nine months ended September 30, 2022, there were no borrowings or repayments under our secured receivables credit facility or senior unsecured revolving credit facility.

    Dividend Program

    During each of the three quarters of 2023, our Board of Directors declared a quarterly cash dividend of $0.71 per common share. During each of the four quarters of 2022, our Board of Directors declared a quarterly cash dividend of $0.66 per common share.

    Share Repurchase Program

    In February 2023, our Board of Directors increased the size of our share repurchase program by $1 billion. As of September 30, 2023, $1.3 billion remained available under our share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

    Share Repurchases

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

    For the nine months ended September 30, 2022, we repurchased 7.1 million shares of our common stock for $950 million.

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    Equity Method Investees

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

    In conjunction with the preparation of our September 30, 2023 financial statements, we considered whether the carrying values of our equity method investments were impaired and concluded that no such impairment existed.

    Requirements and Capital Resources

    We estimate that we will invest approximately $400 million during 2023 for capital expenditures, to support and grow our existing operations, principally related to investments in laboratory equipment and facilities, including laboratory automations and information technology to support our diagnostic offerings.

    As of September 30, 2023, we had $927 million of borrowing capacity available under our existing credit facilities, including $177 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility. There were $278 million of borrowings outstanding under the secured receivables credit facility as of September 30, 2023 and there were no borrowings outstanding under the senior unsecured revolving credit facility as of September 30, 2023. In support of our risk management program, $70 million in letters of credit under the secured receivables credit facility were outstanding as of September 30, 2023. During October 2023, we amended the secured receivables credit facility. See Note 14 to the interim unaudited consolidated financial statements for further details. For further details regarding our credit facilities, see Note 7 to the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements in our 2022 Annual Report on Form 10-K.

    Our secured receivables credit facility is subject to customary affirmative and negative covenants, and certain financial covenants with respect to the receivables that comprise the borrowing base and secure the borrowings under the facility. Our senior unsecured revolving credit facility is also subject to certain financial covenants and limitations on indebtedness. As of September 30, 2023, we were in compliance with all such applicable financial covenants.

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

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Forward-Looking Statements

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.    Controls and Procedures

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

    During the third quarter of 2023, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

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

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

    The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the third quarter of 2023.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs  (in thousands)
July 1, 2023 – July 31, 2023
Share Repurchase Program (A)	—	$	—	—	$	1,310,909
Employee Transactions (B)	3,909	$	140.18	N/A	N/A
August 1, 2023 - August 31, 2023
Share Repurchase Program (A)	—	$	—	—	$	1,310,909
Employee Transactions (B)	1,002	$	133.75	N/A	N/A
September 1, 2023 – September 30, 2023
Share Repurchase Program (A)	—	$	—	—	$	1,310,909
Employee Transactions (B)	116	$	126.22	N/A	N/A
Total
Share Repurchase Program (A)	—	$	—	—	$	1,310,909
Employee Transactions (B)	5,027	$	138.58	N/A	N/A

(A)In February 2023, our Board of Directors increased the size of our share repurchase program by $1 billion. Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $13 billion of share repurchases of our common stock through September 30, 2023. The share repurchase authorization has no set expiration or termination date.

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

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Item 5.    Other Information

a.None

b.None

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

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

Name	Title	Type of Trading Arrangement	Security	Action	Date of Action	Duration of Trading Arrangement	Aggregate Number of Securities Covered
Michael Prevoznik	SVP, General Counsel	Rule 10b5-1 plan to sell	Common Stock	Adoption	August 7, 2023	August 7, 2023 to March 15, 2024*	Up to 6,876*

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

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Item 6.Exhibits

    Exhibits:

22	Subsidiary Guarantors of Securities
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer
99.1	Amendment No. 8 To Sixth Amended And Restated Credit And Security Agreement
99.2	Amendment No. 2 To Fourth Amended And Restated Receivables Sale Agreement
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document - dgx-20230930.xsd
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document - dgx-20230930_cal.xml
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document - dgx-20230930_def.xml
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document - dgx-20230930_lab.xml
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document - dgx-20230930_pre.xml
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

40

Signatures

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 25, 2023

Quest Diagnostics Incorporated

By	/s/ James E. Davis
	James E. Davis
	Chairman, Chief Executive Officer
	and President
By	/s/ Sam A. Samad
	Sam A. Samad
	Executive Vice President and
	Chief Financial Officer

41

EX-22

Exhibit 22

Subsidiary Guarantors of Securities

As of October 25, 2023, the following subsidiaries of Quest Diagnostics Incorporated provided, subject to the terms of such senior notes, unconditional and irrevocable guarantees to the senior notes listed below that were issued by Quest Diagnostics Incorporated pursuant to an offering registered under the Securities Act of 1933, as amended:

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

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James E. Davis, certify that:

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

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

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

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

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

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

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

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

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

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

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

October 25, 2023

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

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sam Samad, certify that:

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

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

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

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

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

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

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

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

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

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

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

October 25, 2023

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

EX-32.1

Exhibit 32.1

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

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

Pursuant to 18 U.S.C. § 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended September 30, 2023 of Quest Diagnostics Incorporated, as being filed with the Securities and Exchange Commission concurrently herewith, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Quest Diagnostics Incorporated.

Dated:	October 25, 2023	/s/ James E. Davis
		James E. Davis
		Chairman, Chief Executive Officer and
		President

EX-32.2

Exhibit 32.2

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

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

Pursuant to 18 U.S.C. § 1350, the undersigned certifies that, to the best of my knowledge, the Quarterly Report on Form 10-Q for the period ended September 30, 2023 of Quest Diagnostics Incorporated, as being filed with the Securities and Exchange Commission concurrently herewith, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Quest Diagnostics Incorporated.

Dated:	October 25, 2023	/s/ Sam Samad
		Sam Samad
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

AMENDMENT NO. 8 TO SIXTH AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

This Amendment No. 8 to Sixth Amended and Restated Credit and Security Agreement (this “Amendment”) is entered into as of October 19, 2023 (the “Effective Date”), by and among:

(1) QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”),

(2) QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation, as initial servicer (in such capacity, together with any successor servicer or sub-servicer, the “Servicer”),

(3) PNC BANK, NATIONAL ASSOCIATION, in its individual capacity as a Lender (together with its successors, “PNC” or the “PNC Group”) and as issuer of the Letters of Credit,

(4) GOTHAM FUNDING CORPORATION, a Delaware corporation (together with its successors, “Gotham”), and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), in its capacity as a Liquidity Bank to Gotham (together with its successors, “MUFG” and, together with Gotham, the “Gotham Group”),

(5) ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (together with its successors, “Atlantic”), and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, in its capacity as a Liquidity Bank to Atlantic (together with its successors, “CACIB” and, together with Atlantic, the “Atlantic Group”),

(6) PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the PNC Group (together with its successors in such capacity, a “Co-Agent”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, in its capacity as agent for the Atlantic Group (together with its successors in such capacity, a “Co-Agent”), and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), in its capacity as agent for the Gotham Group (together with its successors in such capacity, a “Co-Agent”),

(7) PNC BANK, NATIONAL ASSOCIATION, in its capacity as Letter of Credit issuer (together with its successors in such capacity, the “LC Issuer”), and

(8) MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as administrative agent for the Atlantic Group, the PNC Group, the Gotham Group and the Co-Agents (in such capacity, together with any successors thereto in such capacity, the “Administrative Agent” and together with each of the Co-Agents, the “Agents”).

RECITALS:

A.The Borrower, the Servicer, the PNC Group, the Gotham Group, the Atlantic Group and the Agents are parties to that certain Sixth Amended and Restated Credit and Security Agreement, dated as of October 27, 2017 (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”; capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Credit and Security Agreement).

Quest Amendment No. 8 to 6th A&R CSA

B.    Each of the parties hereto desires to amend the Credit and Security Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. Amendments to the Credit and Security Agreement. Subject to the satisfaction of the conditions set forth in Section 2 below, as of the Effective Date, the Credit and Security Agreement is amended in accordance with Exhibit A-1 (Redline) hereto: (a) by deleting all language which appears in strikethrough text on Exhibit A-1 (Redline) and (b) by inserting all language which appears in double-underlined text on Exhibit A-1 (Redline). For the avoidance of doubt, notwithstanding anything to the contrary contained in any prior amendment or amendments to the Credit and Security Agreement, the Credit and Security Agreement set forth in Exhibit A-1 (Redline) hereto and Exhibit A-2 (Clean) hereto reflect the current agreement of the parties hereto as to all of the terms and provisions of the Credit and Security Agreement as of the Effective Date.

SECTION 2. Conditions to Effectiveness. This Amendment shall become effective as of the Effective Date provided that each of the following conditions precedent is satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment (whether by electronic mail or otherwise) duly executed by each of the parties hereto; (b) the Fee Letter dated of even date herewith shall have been duly executed by all parties thereto, and each of the Co-Agents shall have received payment in immediately available funds of their respective fees; and (c) each of the representations and warranties set forth in Section 3 of this Amendment is true and correct as of the Effective Date.

SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants to the Agents and the Lenders as of the Effective Date as follows:

(a)Representations and Warranties. The representations and warranties contained in Article VI of the Credit and Security Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

(b)Enforceability. The execution and delivery by each of the Borrower and the Servicer of this Amendment, and the performance of each of its obligations under this Amendment and the Credit and Security Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary action on each of its parts. This Amendment and the Credit and Security Agreement, as amended hereby, are each of the Borrower’s and the Servicer’s valid and legally binding obligations, enforceable in accordance with its terms.

(c)No Default. Immediately after giving effect to this Amendment and the transactions contemplated hereby, no Event of Default or Unmatured Default exists or shall exist.

2

Quest Amendment No. 8 to 6th A&R CSA

SECTION 4. Legal Fees and Disbursements. The Borrower hereby acknowledges and agrees that this Amendment constitutes a Transaction Document and that the provisions of Section 14.5(a) of the Credit and Security Agreement apply hereto.

SECTION 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to any otherwise applicable conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall apply hereto).

SECTION 6. Effect of Amendment; Ratification. Except as specifically amended hereby, the Credit and Security Agreement is hereby ratified and confirmed in all respects, and all of its provisions shall remain in full force and effect. After this Amendment becomes effective, all references in the Credit and Security Agreement (or in any other Transaction Document) to “the Credit and Security Agreement”, “this Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the Credit and Security Agreement, shall be deemed to be references to the Credit and Security Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the Credit and Security Agreement other than as specifically set forth herein. The Borrower, the Servicer, the PNC Group, the Gotham Group, the Atlantic Group and the Agents shall treat this Amendment as not resulting in a significant modification of the Loans for U.S. federal, state and local income tax purposes.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Amendment by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Amendment.

SECTION 8. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Credit and Security Agreement or any provision hereof or thereof.

SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

SECTION 10. Severability. If any one or more of the provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Credit and Security Agreement.

SECTION 11. Consent to Amendment No. 2 to Sale Agreement. Each of the parties hereto hereby consents to Amendment No. 2 to the Sale Agreement of even date herewith.

<Balance of page intentionally left blank>

3

Quest Amendment No. 8 to 6th A&R CSA

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

QUEST DIAGNOSTICS RECEIVABLES INC.

By: _/s/: Sandip R. Patel_______________     
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS INCORPORATED, as Servicer and as Performance Guarantor

By: _/s/: Sandip R. Patel_______________    

Name: Sandip R. Patel
Title: Vice President and Treasurer

4

Quest Amendment No. 8 to 6th A&R CSA

ATLANTIC ASSET SECURITIZATION LLC, as a Conduit

By: Crédit Agricole Corporate and Investment Bank, as attorney-in-fact

By: /s/: Richard McBride______

Name: Richard McBride

Title: Director

By: _/s/: David R. Nuñez________
Name: David R Nuñez
Title: Director

5

Quest Amendment No. 8 to 6th A&R CSA

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, individually as a Liquidity Bank for Atlantic and as Atlantic Group Agent

By: /s/: Richard McBride______

Name: Richard McBride

Title: Director

By: _/s/: David R. Nuñez________
Name: David R Nuñez
Title: Director

6

Quest Amendment No. 8 to 6th A&R CSA

PNC BANK, NATIONAL ASSOCIATION,

individually as a Lender, as PNC Group Agent and as LC Issuer

By: _/s/: Christopher Blaney_________________
Name: Christopher Blaney
Title: Senior Vice President

7

Quest Amendment No. 8 to 6th A&R CSA

GOTHAM FUNDING CORPORATION, as a Conduit

By: _/s/:_Kevin J. Corrigan_______    
Name: Kevin J. Corrigan
Title: Vice President

8

Quest Amendment No. 8 to 6th A&R CSA

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), individually as a Liquidity Bank for Gotham

By: _/s/: Eric Williams______

Name: Eric Williams

Title: Managing Director

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Gotham Agent

By: _/s/: Eric Williams______

Name: Eric Williams

Title: Managing Director

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as Administrative Agent

By: _/s/: Eric Williams______

Name: Eric Williams

Title: Managing Director

9

Quest Amendment No. 8 to 6th A&R CSA

Exhibit A-1

Credit and Security Agreement (Redlined)

[See attached]

10

Quest Amendment No. 8 to 6th A&R CSA

Exhibit A-2

Credit and Security Agreement (Clean)

[See attached]

11

Quest Amendment No. 8 to 6th A&R CSA

EX-99.2

Exhibit 99.2

AMENDMENT NO. 2

TO

FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

THIS AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Amendment”), dated as of October 19, 2023, is entered into by and between:

(1) Quest Diagnostics Incorporated, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a California corporation, Quest Diagnostics Incorporated, a Maryland corporation, Quest Diagnostics LLC, a Connecticut limited liability company, Quest Diagnostics LLC, a Massachusetts limited liability company, Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, Quest Diagnostics LLC, an Illinois limited liability company, Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation, Unilab Corporation, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a Virginia corporation, Quest Diagnostics Incorporated, a Nevada corporation, LabOne, LLC, a Missouri limited liability company, ExamOne World Wide, Inc., a Pennsylvania corporation, LabOne of Ohio, Inc., a Delaware corporation, Blueprint Genetics Inc., a Delaware corporation, Specialty Laboratories, Inc., a California corporation, Reprosource Fertility Diagnostics, Inc., a Massachusetts corporation, and Quest Diagnostics Health and Wellness LLC, a Delaware limited liability company, as sellers (all of the foregoing, collectively, the “Sellers”), and

(2) Quest Diagnostics Receivables Inc., a Delaware corporation, as purchaser (the “Buyer”),

with respect to that certain Fourth Amended and Restated Receivables Sale Agreement dated as of October 28, 2015 by and between the parties (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the “Sale Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.

Preliminary Statement:

On the terms and subject to the conditions hereinafter set forth, the parties wish to amend the Sale Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1

Amendment No. 2 to 4th A&R RSA

1.Amendments.

1.1        All references in the Sale Agreement to “Athena Diagnostics Incorporated, a Maryland corporation” and “Athena” are hereby replaced, respectively, with “Blueprint Genetics Inc., a Delaware corporation” and “Blueprint.”

1.2        The definition of “Existing Sellers” in Annex A to the Sale Agreement is hereby amended and restated in its entirety to read as follows:

“Existing Sellers” means, as of October 19, 2023, Quest Diagnostics Incorporated, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a California corporation, Quest Diagnostics Incorporated, a Maryland corporation, Quest Diagnostics LLC, a Connecticut limited liability company, Quest Diagnostics LLC, a Massachusetts limited liability company, Quest Diagnostics of Pennsylvania Inc., a Delaware corporation, Quest Diagnostics LLC, an Illinois limited liability company, Quest Diagnostics Clinical Laboratories, Inc., a Delaware corporation, Unilab Corporation, a Delaware corporation, Quest Diagnostics Nichols Institute, Inc., a Virginia corporation, Quest Diagnostics Incorporated, a Nevada corporation, LabOne, LLC, a Missouri limited liability company, ExamOne World Wide, Inc., a Pennsylvania corporation, LabOne of Ohio, Inc., a Delaware corporation, Blueprint Genetics Inc., a Delaware corporation, Specialty Laboratories, Inc., a California corporation, Reprosource Fertility Diagnostics, Inc., a Massachusetts corporation, and Quest Diagnostics Health and Wellness LLC, a Delaware limited liability company.

1.3    Schedule 2.1(o) to the Sale Agreement is hereby amended and restated in its entirety to read as follows:

SCHEDULE 2.1(o)
SELLERS’ FEDERAL TAXPAYER ID NUMBERS; AND LOCATIONS OF RECORDS

[See Part B of Schedule 6.1(n) to the Credit and Security Agreement]

2.Representations and Warranties. In order to induce the Buyer to enter into this Amendment, each of the Sellers hereby represents and warrants to the Buyer and its assigns as follows:        

2.1        Such Seller has all necessary corporate or other entity power, authority and legal right to execute, deliver and perform its obligations under this Amendment; the execution, delivery and performance by such Seller of this Amendment have been duly authorized by all necessary

2

Amendment No. 2 to 4th A&R RSA

corporate or other entity action on its part; and this Amendment has been duly and validly executed and delivered by such Seller and constitutes its legal, valid and binding obligation, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time in effect affecting the enforcement of creditors’ rights and remedies and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and    

2.2        Each of such Seller’s representations and warranties set forth in Article II of the Sale Agreement is true and correct as of the date hereof as though made on the date hereof, except for such representations and warranties that speak only as of an earlier date, in which case each of such representations and warranties was true and correct as of such earlier date.

3.Miscellaneous.

3.1    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

3.2    EACH PARTY HERETO HEREBY IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY TRANSACTION DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 8.2 OF THE SALE AGREEMENT; AND (e) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUITON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHINGIN THIS SECTION SHALL AFFECT BUYER’S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST ANY SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

3

Amendment No. 2 to 4th A&R RSA

3.3    EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY AMENDMENT, INSTRUMENT, JOINDER AGREEMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED BY IT OR ON ITS BEHALF IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Amendment by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Amendment.

<signature pages follow>

4

Amendment No. 2 to 4th A&R RSA

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

QUEST DIAGNOSTICS INCORPORATED, a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC., a California corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS LLC, a Connecticut limited liability company

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS LLC, a Massachusetts limited liability company

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

5

Amendment No. 2 to 4th A&R RSA

QUEST DIAGNOSTICS OF PENNSYLVANIA INC., a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS LLC, an Illinois limited liability company

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS CLINICAL LABORATORIES, INC., a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

UNILAB CORPORATION, a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

6

Amendment No. 2 to 4th A&R RSA

QUEST DIAGNOSTICS NICHOLS INSTITUTE, INC., a Virginia corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS INCORPORATED, a Nevada corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

LABONE, LLC, a Missouri limited liability company

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

EXAMONE WORLD WIDE, INC., a Pennsylvania corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

7

Amendment No. 2 to 4th A&R RSA

LABONE OF OHIO, INC., a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

BLUEPRINT GENETICS INC., a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

SPECIALTY LABORATORIES, INC., a California corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

REPROSOURCE FERTILITY DIAGNOSTICS, INC., a Massachusetts corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

8

Amendment No. 2 to 4th A&R RSA

QUEST DIAGNOSTICS HEALTH AND WELLNESS LLC, a Delaware limited liability company

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

QUEST DIAGNOSTICS RECEIVABLES INC., a Delaware corporation

By: _/s/: Sandip R. Patel____________________
Name: Sandip R. Patel
Title: Vice President and Treasurer

9

Amendment No. 2 to 4th A&R RSA

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Oct. 13, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-12215
Entity Registrant Name	Quest Diagnostics Inc
Entity Central Index Key	0001022079
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1387862
Entity Address, Address Line One	500 Plaza Drive
Entity Address, City or Town	Secaucus,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07094
City Area Code	(973)
Local Phone Number	520-2700
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	DGX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		112,434,997

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net revenues	$ 2,295	$ 2,486	$ 6,964	$ 7,550
Operating costs and expenses and other operating income:
Cost of services	1,541	1,618	4,647	4,875
Selling, general and administrative	380	464	1,235	1,311
Amortization of intangible assets	27	27	81	81
Other operating expense (income), net	5	(15)	6	(10)
Total operating costs and expenses, net	1,953	2,094	5,969	6,257
Operating income	342	392	995	1,293
Other income (expense):
Interest expense, net	(40)	(33)	(112)	(106)
Other (expense) income, net	(3)	(8)	10	(61)
Total non-operating expense, net	(43)	(41)	(102)	(167)
Income before income taxes and equity in earnings of equity method investees	299	351	893	1,126
Income tax expense	(68)	(81)	(208)	(268)
Equity in earnings of equity method investees, net of taxes	6	6	18	41
Net income	237	276	703	899
Less: Net income attributable to noncontrolling interests	12	20	41	54
Net income attributable to Quest Diagnostics	$ 225	$ 256	$ 662	$ 845
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic (in dollars per share)	$ 1.99	$ 2.20	$ 5.87	$ 7.17
Diluted (in dollars per share)	$ 1.96	$ 2.17	$ 5.79	$ 7.05
Weighted average common shares outstanding:
Basic (in Shares)	112	116	112	117
Diluted (in Shares)	114	118	114	119

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 237	$ 276	$ 703	$ 899
Other comprehensive income (loss):
Foreign currency translation adjustment	(4)	(8)	1	(17)
Other comprehensive (loss) income	(4)	(8)	1	(17)
Comprehensive income	233	268	704	882
Less: Comprehensive income attributable to noncontrolling interests	12	20	41	54
Comprehensive income attributable to Quest Diagnostics	$ 221	$ 248	$ 663	$ 828

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 143	$ 315
Accounts receivable, net of allowance for credit losses of $27 and $30 as of September 30, 2023 and December 31, 2022, respectively	1,281	1,195
Inventories	184	192
Prepaid expenses and other current assets	207	196
Total current assets	1,815	1,898
Property, plant and equipment, net	1,830	1,766
Operating lease right-of-use assets	607	585
Goodwill	7,732	7,220
Intangible assets, net	1,219	1,092
Investments in equity method investees	130	132
Other assets	149	144
Total assets	13,482	12,837
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses	1,157	1,396
Current portion of long-term debt	304	2
Current portion of long-term operating lease liabilities	157	153
Total current liabilities	1,618	1,551
Long-term debt	3,946	3,978
Long-term operating lease liabilities	505	489
Other liabilities	874	812
Commitments and contingencies
Redeemable noncontrolling interest	76	77
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2023 and December 31, 2022; 162 shares issued as of both September 30, 2023 and December 31, 2022	2	2
Additional paid-in capital	2,302	2,295
Retained earnings	8,711	8,290
Accumulated other comprehensive loss	(20)	(21)
Treasury stock, at cost; 50 and 51 shares as of September 30, 2023 and December 31, 2022, respectively	(4,570)	(4,673)
Total Quest Diagnostics stockholders' equity	6,425	5,893
Noncontrolling interests	38	37
Total stockholders' equity	6,463	5,930
Total liabilities and stockholders' equity	$ 13,482	$ 12,837

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 27	$ 30
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	600	600
Common stock, shares issued (in shares)	162	162
Treasury stock (in shares)	50	51

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income	$ 703	$ 899
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	330	321
Provision for credit losses	0	1
Deferred income tax (benefit) provision	(39)	45
Stock-based compensation expense	58	55
Other, net	12	37
Changes in operating assets and liabilities:
Accounts receivable	(86)	162
Accounts payable and accrued expenses	(231)	(169)
Income taxes payable	0	(1)
Other assets and liabilities, net	(2)	34
Net cash provided by operating activities	745	1,384
Cash flows from investing activities:
Business acquisitions, net of cash acquired	(611)	(106)
Capital expenditures	(336)	(257)
Increase in investments and other assets	0	(6)
Net cash used in investing activities	(947)	(369)
Cash flows from financing activities:
Proceeds from borrowings	1,703	0
Repayments of debt	(1,426)	(1)
Purchases of treasury stock	0	(947)
Exercise of stock options	60	96
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(28)	(28)
Dividends paid	(234)	(230)
Distributions to noncontrolling interest partners	(41)	(58)
Other financing activities, net	(4)	(19)
Net cash provided by (used in) financing activities	30	(1,187)
Net change in cash and cash equivalents and restricted cash	(172)	(172)
Cash and cash equivalents and restricted cash, beginning of period	315	872
Cash and cash equivalents and restricted cash, end of period	$ 143	$ 700

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock, at Cost	Non-controlling Interests
Balance, shares at Dec. 31, 2021		119,000,000
Balance, value at Dec. 31, 2021	$ 6,483	$ 2	$ 2,260	$ 7,649	$ (14)	$ (3,453)	$ 39
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	894			845			49
Other comprehensive income (loss), net of taxes	(17)				(17)
Dividends declared	(231)			(231)
Distributions to noncontrolling interest partners	(51)						(51)
Issuance of common stock under benefit plans, shares		1,000,000
Issuance of common stock under benefit plans	21		(38)			59
Stock-based compensation expense	55		55
Exercise of stock options, shares		1,000,000
Exercise of stock options	96		5			91
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(28)		(10)			$ (18)
Purchases of treasury stock, shares		(7,000,000)				(7,100,000)
Purchases of treasury stock	(950)					$ (950)
Balance, shares at Sep. 30, 2022		114,000,000
Balance, value at Sep. 30, 2022	6,272	$ 2	2,272	8,263	(31)	(4,271)	37
Balance, Value at Dec. 31, 2021	79
Redeemable Non-controlling Interest [Abstract]
Net income	5
Distributions to noncontrolling interest partners	(7)
Balance, Value at Sep. 30, 2022	77
Balance, shares at Jun. 30, 2022		117,000,000
Balance, value at Jun. 30, 2022	6,450	$ 2	2,250	8,083	(23)	(3,901)	39
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	275			256			19
Other comprehensive income (loss), net of taxes	(8)				(8)
Dividends declared	(76)			(76)
Distributions to noncontrolling interest partners	(21)						(21)
Issuance of common stock under benefit plans	7		2			5
Stock-based compensation expense	18		18
Exercise of stock options	28		2			26
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(1)					(1)
Purchases of treasury stock, shares		(3,000,000)
Purchases of treasury stock	(400)					(400)
Balance, shares at Sep. 30, 2022		114,000,000
Balance, value at Sep. 30, 2022	6,272	$ 2	2,272	8,263	(31)	(4,271)	37
Balance, Value at Jun. 30, 2022	77
Redeemable Non-controlling Interest [Abstract]
Net income	1
Distributions to noncontrolling interest partners	(1)
Balance, Value at Sep. 30, 2022	77
Balance, shares at Dec. 31, 2022		111,000,000
Balance, value at Dec. 31, 2022	5,930	$ 2	2,295	8,290	(21)	(4,673)	37
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	699						37
Other comprehensive income (loss), net of taxes	1				1
Dividends declared	(241)			(241)
Distributions to noncontrolling interest partners	(36)						(36)
Issuance of common stock under benefit plans, shares		1,000,000
Issuance of common stock under benefit plans	20		(40)			60
Stock-based compensation expense	58		58
Exercise of stock options	60		(1)			61
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans	(28)		(10)			$ (18)
Purchases of treasury stock, shares						0
Balance, shares at Sep. 30, 2023		112,000,000
Balance, value at Sep. 30, 2023	6,463	$ 2	2,302	8,711	(20)	$ (4,570)	38
Balance, Value at Dec. 31, 2022	77
Redeemable Non-controlling Interest [Abstract]
Net income	4
Distributions to noncontrolling interest partners	(5)
Balance, Value at Sep. 30, 2023	76
Balance, shares at Jun. 30, 2023		112,000,000
Balance, value at Jun. 30, 2023	6,287	$ 2	2,284	8,566	(16)	(4,587)	38
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	236			225			11
Other comprehensive income (loss), net of taxes	(4)				(4)
Dividends declared	(80)			(80)
Distributions to noncontrolling interest partners	(11)						(11)
Issuance of common stock under benefit plans	5		1			4
Stock-based compensation expense	18		18
Exercise of stock options	12		(1)			13
Balance, shares at Sep. 30, 2023		112,000,000
Balance, value at Sep. 30, 2023	6,463	$ 2	$ 2,302	$ 8,711	$ (20)	$ (4,570)	$ 38
Balance, Value at Jun. 30, 2023	77
Redeemable Non-controlling Interest [Abstract]
Net income	1
Distributions to noncontrolling interest partners	(2)
Balance, Value at Sep. 30, 2023	$ 76

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DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2023

Description of Business (Abstract)

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

    Background

    Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") empower people to take action to improve health outcomes.  The Company uses its 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.  The Company's diagnostic information services business ("DIS") provides information and insights based on an industry-leading menu of routine, non-routine and advanced clinical testing and anatomic pathology testing, and other diagnostic information services. The Company provides services to a broad range of customers, including patients, clinicians, hospitals, independent delivery networks ("IDNs"), health plans, employers, consumers, and accountable care organizations ("ACOs"). The Company offers the broadest access in the United States to diagnostic information services through its nationwide network of laboratories, patient service centers and phlebotomists in physician offices and the Company's connectivity resources, including call centers and mobile paramedics, nurses and other health and wellness professionals. The Company is the world's leading provider of diagnostic information services. The Company provides interpretive consultation with one of the largest medical and scientific staffs in the industry. The Company's Diagnostic Solutions businesses ("DS") are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of Presentation

    The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).

    The accounting policies of the Company are the same as those set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K.

    Use of Estimates

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

    Earnings Per Share

    The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan and outstanding stock options granted under its Amended and Restated Non-Employee Director Long-Term Incentive Plan, as well as the dilutive effect of accelerated share repurchase agreements, if applicable. Earnings allocable

to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.

    New Accounting Standards to be Adopted

    In March 2020, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the cessation of the London Interbank Offered Rate ("LIBOR"). The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate which was discontinued because of reference rate reform. The pronouncement was effective immediately and, due to an accounting update which the FASB issued in December 2022, can be applied to contract modifications through December 31, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS PER SHARE

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845
Less: Earnings allocated to participating securities	2		2		4		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	223	$	254	$	658	$	841
Weighted average common shares outstanding – basic	112		116		112		117
Effect of dilutive securities:
Stock options and performance share units	2		2		2		2
Weighted average common shares outstanding – diluted	114		118		114		119
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	1.99	$	2.20	$	5.87	$	7.17
Diluted	$	1.96	$	2.17	$	5.79	$	7.05

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Stock options and performance share units	1	1	—	—

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RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES

    Invigorate Program

    The Company is committed to a program called Invigorate which is designed to reduce its cost structure and improve performance. Invigorate consists of several flagship programs, with structured plans in each, to drive savings and improve performance across the customer value chain. These flagship programs include: organization excellence; information technology excellence; procurement excellence; field and customer service excellence; lab excellence; and revenue services excellence. In addition to these programs, the Company identified key themes to change how it operates including reducing

denials and patient price concessions; further digitizing the business; standardization; automation and artificial intelligence; optimization and selecting and retaining talent. The Invigorate program is intended to offset reimbursement pressures and labor and benefit cost increases; free up additional resources to invest in innovation and other growth initiatives; and enable the Company to improve service quality and operating profitability.

    Restructuring and Impairment Charges

    The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Employee separation costs	$	1	$	8	$	17	$	16
Asset impairment charges	—		—		5		—
Total restructuring and impairment charges	$	1	$	8	$	22	$	16

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

    The restructuring and impairment charges incurred for the three and nine months ended September 30, 2022 were entirely associated with various workforce reduction initiatives as the Company continued to restructure its organization. Of the total restructuring and impairment charges incurred during the three months ended September 30, 2022, $1 million, and $7 million were recorded in cost of services and selling, general and administrative expenses, respectively. Of the total restructuring and impairment charges incurred during the nine months ended September 30, 2022, $3 million and $13 million were recorded in cost of services and selling, general and administrative expenses, respectively.

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

    The restructuring liability as of September 30, 2023 and December 31, 2022, which is included in accounts payable and accrued expenses, was $9 million and $44 million, respectively.

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BUSINESS ACQUISITIONS

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS

    During the nine months ended September 30, 2023, the Company completed acquisitions for an aggregate purchase price of $699 million (including contingent consideration initially estimated at $88 million), net of cash acquired, including the acquisitions discussed below. The acquisitions preliminarily resulted in goodwill of $513 million, of which $244 million is deductible for tax purposes. The acquisitions also preliminarily resulted in $145 million of technology-related intangible assets and $63 million of customer-related intangible assets.

    Acquisition of select assets of the laboratory services business of New York-Presbyterian

    On April 17, 2023, the Company completed the acquisition of select assets of the laboratory services business of New York-Presbyterian, which serves providers and patients in New York, as well as the Tri-State Area and beyond, in an all-cash transaction for $275 million. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired primarily consist of $222 million of tax-deductible goodwill and $53 million of customer-related intangible assets. The intangible assets are being amortized over a useful life of 15 years.

    Acquisition of Haystack Oncology, Inc.

    On June 20, 2023, the Company acquired Haystack Oncology, Inc. ("Haystack"), an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions. The acquisition was an all-cash transaction for $392 million, net of $1 million of cash acquired, which consisted of cash consideration of $304 million and contingent consideration initially estimated at $88 million. Under the contingent consideration obligation, which is not expected to be paid in 2023, the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the Centers for Medicare and Medicaid Services ("CMS"). Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed consist of $269 million of goodwill (none of which is tax-deductible), $145 million of technology-related intangible assets, $25 million of deferred income tax liabilities, $8 million of operating lease right-of-use assets and related operating lease liabilities, and $3 million of property, plant and equipment. The intangible assets are being amortized over a useful life of 15 years. For further details regarding the fair value of the contingent consideration, see Note 6.

    The acquisitions were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed were recorded based on their estimated fair values as of the closing dates. Supplemental pro forma combined financial information has not been presented as the impact of the acquisitions is not material to the Company's consolidated financial statements. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with the acquisitions has been allocated to the Company's DIS business. For further details regarding business segment information, see Note 12.

    For details regarding the Company's 2022 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

    Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

			Basis of Fair Value Measurements
			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	71	$	71	$	—	$	—
Cash surrender value of life insurance policies	50		—		50		—
Available-for-sale debt securities	2		—		—		2
Total	$	123	$	71	$	50	$	2
Liabilities:
Deferred compensation liabilities	$	127	$	—	$	127	$	—
Contingent consideration	98		—		—		98
Total	$	225	$	—	$	127	$	98
Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

			Basis of Fair Value Measurements
December 31, 2022	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	68	$	68	$	—	$	—
Cash surrender value of life insurance policies	46		—		46		—
Available-for-sale debt securities	2		—		—		2
Total	$	116	$	68	$	46	$	2
Liabilities:
Deferred compensation liabilities	$	120	$	—	$	120	$	—
Contingent consideration	23		—		—		23
Total	$	143	$	—	$	120	$	23
Redeemable noncontrolling interest	$	77	$	—	$	—	$	77

    A detailed description regarding the Company's fair value measurements is contained in Note 8 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.    

    The Company offers certain employees the opportunity to participate in a non-qualified supplemental deferred compensation plan. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities are measured using quoted prices in active

markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the trading securities.

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

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

    In connection with the acquisition of Haystack during the nine months ended September 30, 2023 (see Note 5 for further discussion), there is a contingent consideration obligation under which the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the CMS. The portion of the contingent consideration obligation which is dependent upon the achievement of certain revenue benchmarks was measured at fair value using a Monte Carlo method and is classified within Level 3 of the fair value hierarchy as the fair value is determined based on significant inputs that are not observable. Significant inputs include management’s estimate of revenue and other market inputs, including comparable company revenue volatility (40%) and a discount rate (10.5%). The portion of the contingent consideration obligation which is dependent upon the Company receiving reimbursement coverage from the CMS is also classified within Level 3 of the fair value hierarchy as the fair value is principally determined based on management's estimate, which is a significant input that is not observable. Additionally, the fair value of the entire contingent consideration obligation was also impacted by a market discount rate (5%) which adjusted the estimated payments to present value. Such discount rate decreased the initial aggregate fair value of the contingent consideration obligation by $21 million.

    The fair value of the contingent consideration obligation is not overly sensitive to movements in the comparable company revenue volatility or the discount rate used for the portion of the obligation that is dependent upon the achievement of certain revenue benchmarks. For example, changing the comparable company revenue volatility from 40% to 30% impacts the fair value by $7 million (assuming no other inputs are modified) and changing the discount rate from 10.5% to 7.0% impacts the fair value by $5 million (assuming no other inputs are modified).

    Additionally, in connection with previous acquisitions, the Company had contingent consideration obligations based on the achievement of certain testing volume and revenue benchmarks during 2022. See Note 8 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

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

	Contingent Consideration
Balance, December 31, 2022	$	23
Purchases, additions and issuances	88
Settlements	(18)
Total fair value adjustments included in earnings - realized/unrealized	5
Balance, September 30, 2023	$	98

    The $5 million net loss included in earnings associated with the change in the fair value of contingent consideration for the nine months ended September 30, 2023 is reported in other operating expense (income), net.    

    Of the aggregate $98 million contingent consideration obligation as of September 30, 2023, $93 million and $5 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet.

    In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. As of September 30, 2023, the redeemable noncontrolling interest was presented at its fair value. The fair value measurement of the redeemable noncontrolling interest is classified within Level 3 of the fair value hierarchy because the fair value is based on a discounted cash flow analysis that takes into account, among other items, the joint venture's expected future cash flows, long term growth rates, and a discount rate commensurate with economic risk.

    The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. As of September 30, 2023 and December 31, 2022, the fair value of the Company’s debt was estimated at $3.9 billion and $3.7 billion, respectively. Principally all of the Company's debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates currently offered to the Company with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments.

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DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

    The Company is party to a $750 million senior unsecured revolving credit facility (the “Credit Facility” or "Senior Unsecured Revolving Credit Facility") which matures in November 2026. Under the Credit Facility, the Company can issue letters of credit totaling $150 million (see Note 11). Issued letters of credit reduce the available borrowing capacity under the Credit Facility. Interest on the Credit Facility is based on certain published rates plus an applicable margin based on changes in the Company's public debt ratings. The Credit Facility was amended during March 2023. Subsequent to such amendment, at the option of the Company, it may elect to lock into Term Secured Overnight Financing Rate (“Term SOFR”)-based interest rate contracts for periods up to six months. For interest on any U.S. Dollar-denominated outstanding amounts not covered under Term SOFR-based interest rate contracts, the Company can opt for an alternate base rate, which is calculated by reference to the prime rate, the federal funds rate or an adjusted Term SOFR rate. The Company also has the option to borrow in other currencies. As of September 30, 2023, the Company's borrowing rate for Term SOFR-based loans under the Credit Facility was adjusted Term SOFR plus 1.00%. The Credit Facility contains various covenants, including the maintenance of a financial leverage ratio, which could impact the Company's ability to, among other things, incur additional indebtedness. As of both September 30, 2023 and December 31, 2022, there were no outstanding borrowings under the Senior Unsecured Revolving Credit Facility.

    The Company also has a $525 million secured receivables credit facility (the “Secured Receivables Credit Facility”) under which, as of September 30, 2023, the Company could borrow against a $425 million loan commitment, half of which matured in October 2023 and half of which was set to mature in October 2024. Additionally, as of September 30, 2023, the Company could issue up to $100 million of letters of credit through October 2024. As of September 30, 2023, interest on borrowings under the facility was based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.725% to 0.80%. As of September 30, 2023, there were $278 million of outstanding borrowings under the Secured Receivables Credit Facility, which were included in long-term debt in the Company's consolidated balance sheet. There were no outstanding borrowings under the facility as of December 31, 2022. During October 2023, the Company amended the Secured Receivables Credit Facility. Subsequent to the amendment, the entire $525 million facility can be used for borrowings. Additionally, the Company can choose to utilize up to $150 million of such capacity to issue letters of credit. Issued letters of credit reduce the available borrowing capacity under the facility. Further, the amended facility includes an additional $75 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $600 million. The amendment extended the maturity of the entire facility to October 2025. Subsequent to the amendment, interest on borrowings under the facility will be based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.80%. For further details regarding the Secured Receivables Credit Facility (including the amendment), see Note 14 of the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    The Company has $300 million of 4.25% senior notes due April 2024. The senior notes are included in current portion of long-term debt in the Company's September 30, 2023 consolidated balance sheet. Such notes were included in long-term debt in the Company's December 31, 2022 consolidated balance sheet.

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FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

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

    Interest Rate Risk

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

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

    Interest Rate Derivatives – Cash Flow Hedges

    From time to time, the Company has entered into various interest rate lock agreements and forward-starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates. During October 2023, the Company entered into certain agreements as discussed in Note 14.

    Interest Rate Derivatives – Fair Value Hedges

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

    As of September 30, 2023 and December 31, 2022, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt:

	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2023		December 31, 2022
Long-term debt	$	16	$	26

(a) As of both September 30, 2023 and December 31, 2022, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

    A detailed description regarding the Company's use of derivative financial instruments is contained in Note 16 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

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STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

9 Months Ended

Sep. 30, 2023

Equity, Attributable to Parent [Abstract]

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

    Stockholders' Equity    

    Changes in Accumulated Other Comprehensive Loss by Component

    Comprehensive income (loss) includes:

•Foreign currency translation adjustments;

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

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

    For the three and nine months ended September 30, 2023 and 2022, the tax effects related to the deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes.

    Dividend Program

    During each of the first three quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share. During each of the four quarters of 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.66 per common share.

    Share Repurchase Program

    In February 2023, the Company's Board of Directors increased the size of its share repurchase program by $1 billion. As of September 30, 2023, $1.3 billion remained available under the Company’s share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

    Share Repurchases

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

    For the nine months ended September 30, 2022, the Company repurchased 7.1 million shares of its common stock for $950 million.

    Shares Reissued from Treasury Stock

    For the nine months ended September 30, 2023 and 2022, the Company reissued 1.1 million shares and 1.6 million shares, respectively, from treasury stock under its Employee Stock Purchase Plan and its stock-based compensation program. For details regarding the Company's stock ownership and compensation plans, see Note 18 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    Redeemable Noncontrolling Interest

    In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. As of September 30, 2023 and December 31, 2022, the redeemable noncontrolling interest was presented at its fair value. For further details regarding the fair value of the redeemable noncontrolling interest, see Note 6.

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SUPPLEMENTAL CASH FLOW & OTHER DATA

9 Months Ended

Sep. 30, 2023

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW & OTHER DATA

SUPPLEMENTAL CASH FLOW AND OTHER DATA

    Supplemental cash flow and other data for the three and nine months ended September 30, 2023 and 2022 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation expense	$	84	$	81	$	249	$	240
Amortization expense	27		27		81		81
Depreciation and amortization expense	$	111	$	108	$	330	$	321
Interest expense	$	(41)	$	(37)	$	(117)	$	(112)
Interest income	1		4		5		6
Interest expense, net	$	(40)	$	(33)	$	(112)	$	(106)
Interest paid	$	17	$	32	$	97	$	110
Income taxes paid	$	99	$	5	$	233	$	187
Accounts payable associated with capital expenditures	$	27	$	30	$	27	$	30
Accounts payable associated with purchases of treasury stock	$	—	$	26	$	—	$	26
Dividends payable	$	81	$	75	$	81	$	75
Businesses acquired:
Fair value of assets acquired	$	2	$	—	$	736	$	143
Fair value of liabilities assumed	—		—		36		15
Fair value of net assets acquired	2		—		700		128
Merger consideration payable	—		—		(88)		(18)
Cash paid for business acquisitions	2		—		612		110
Less: Cash acquired	—		—		1		4
Business acquisitions, net of cash acquired	$	2	$	—	$	611	$	106
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$	42	$	49	$	143	$	133

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

    Letters of Credit

    As of September 30, 2023, the Company could issue letters of credit totaling $100 million under its Secured Receivables Credit Facility and $150 million under its Senior Unsecured Revolving Credit Facility. During October 2023, the Company amended the Secured Receivables Credit Facility. Subsequent to the amendment, the Company can issue letters of credit totaling $150 million. For further discussion regarding the Company's Secured Receivables Credit Facility and Senior Unsecured Revolving Credit Facility, see Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K and Notes 7 and 14 to the interim unaudited consolidated financial statements.

    In support of its risk management program, $70 million in letters of credit under the Secured Receivables Credit Facility were outstanding as of September 30, 2023, providing collateral for current and future automobile liability and workers’ compensation loss payments.

    Contingent Lease Obligations

    The Company remains subject to contingent obligations under certain real estate leases for which no liability has been recorded. For further details, see Note 19 to the audited consolidated financial statements in the Company’s 2022 Annual Report on Form 10-K.

    Certain Legal Matters

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

401(k) Plan Lawsuit

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

AMCA Data Security Incident

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

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

    In addition, the Company has been notified that numerous state attorney general offices were investigating or otherwise seeking information and/or documents, and that certain U.S. senators were seeking information, from the Company related to the AMCA Data Security Incident.

ReproSource Fertility Diagnostics, Inc.

    ReproSource Fertility Diagnostics, Inc. (“ReproSource”), a subsidiary of the Company, is subject to two putative class action lawsuits in the U.S. District Court for Massachusetts: Bickham v. ReproSource Fertility Diagnostics, Inc. and Gordon v. ReproSource Fertility Diagnostics, Inc. The class actions are related to a data security incident that occurred in August 2021 in which an unauthorized party may have accessed or acquired protected health information and personally identifiable information of ReproSource patients. The complaints generally allege that ReproSource, among other claims, failed to adequately safeguard customers’ private information. The Company moved to dismiss both complaints. A third putative class action pertaining to the same data security incident, Trouville v. ReproSource Fertility Diagnostics, Inc., was filed in California state court. The Company removed the case to federal court and moved to dismiss and/or transfer it to U.S. District Court for Massachusetts.

Cole, et. al v. Quest Diagnostics Incorporated

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

    Other Legal Matters

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

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

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

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

    These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of September 30, 2023, the Company does not believe that material losses related to legal matters are probable.

    Reserves for legal matters totaled $6 million and $2 million as of September 30, 2023 and December 31, 2022, respectively.

    Reserves for General and Professional Liability Claims

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

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

    Reserves for general and professional liability claims matters, including those associated with both asserted and incurred but not reported claims, are established on an undiscounted basis by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $164 million and $169 million as of September 30, 2023 and December 31, 2022, respectively.

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

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BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

    The Company's DIS business is the only reportable segment based on the manner in which the Chief Executive Officer, who is the Company's chief operating decision maker ("CODM"), assesses performance and allocates resources across the organization. The DIS business provides diagnostic information services to a broad range of customers, including patients, clinicians, hospitals, IDNs, health plans, employers, customers, and ACOs. The Company is the world's leading provider of diagnostic information services, which includes providing 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. The DIS business accounted for greater than 95% of net revenues in 2023 and 2022.

    All other operating segments include the Company's DS businesses, which consist of its risk assessment services and healthcare information technology businesses. The Company's DS businesses are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions.

    As of September 30, 2023, substantially all of the Company’s services were provided within the United States, and substantially all of the Company’s assets were located within the United States.

    The following table is a summary of segment information for the three and nine months ended September 30, 2023 and 2022. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangible assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues:
DIS business	$	2,228	$	2,419	$	6,755	$	7,344
All other operating segments	67		67		209		206
Total net revenues	$	2,295	$	2,486	$	6,964	$	7,550
Operating earnings (loss):
DIS business	$	392	$	441	$	1,176	$	1,445
All other operating segments	8		3		26		16
General corporate activities	(58)		(52)		(207)		(168)
Total operating income	342		392		995		1,293
Non-operating expense, net	(43)		(41)		(102)		(167)
Income before income taxes and equity in earnings of equity method investees	299		351		893		1,126
Income tax expense	(68)		(81)		(208)		(268)
Equity in earnings of equity method investees, net of taxes	6		6		18		41
Net income	237		276		703		899
Less: Net income attributable to noncontrolling interests	12		20		41		54
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845

    The approximate percentage of net revenues by major service for the three and nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Routine clinical testing and other services	51	%	45	%	50	%	43	%
COVID-19 testing services	1		13		3		17
Gene-based and esoteric (including advanced diagnostics) testing services	39		33		38		31
Anatomic pathology testing services	6		6		6		6
All other	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

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REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGITION

REVENUE RECOGNITION

    DIS

    Net revenues in the Company’s DIS business accounted for over 95% of the Company’s total net revenues for the three and nine months ended September 30, 2023 and 2022 and are primarily comprised of a high volume of relatively low-dollar transactions. The DIS business, which provides clinical testing services and other services, satisfies its performance obligations and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. The Company estimates the amount of consideration it expects to be entitled to receive from customer groups in exchange for providing services using the portfolio approach. These estimates include the impact of contractual allowances (including payer denials), and patient price concessions. The portfolios determined using the portfolio approach consist of the following groups of customers: healthcare insurers, government payers (Medicare and Medicaid programs), client payers and patients.

    For further details regarding revenue recognition in the Company's DIS business, see Note 3 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    DS

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

    Net Revenue and Net Accounts Receivable by Customer Type

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Healthcare insurers:
Fee-for-service	36	%	39	%	37	%	39	%
Capitated	3		3		3		3
Total healthcare insurers	39		42		40		42
Government payers	12		11		12		11
Client payers	34		33		33		33
Patients (including coinsurance and deductible responsibilities)	12		11		12		11
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

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

	September 30, 2023		December 31, 2022
Healthcare Insurers	26	%	28	%
Government Payers	8		6
Client Payers	43		44
Patients (including coinsurance and deductible responsibilities)	19		18
Total DIS	96		96
DS	4		4
Net accounts receivable	100	%	100	%

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

    During October 2023, the Company amended its Secured Receivables Credit Facility. Subsequent to the amendment, the entire $525 million facility can be used for borrowings. Additionally, the Company can choose to utilize up to $150 million of such capacity to issue letters of credit. Issued letters of credit reduce the available borrowing capacity under the facility. Further, the amended facility includes an additional $75 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $600 million. The amendment extended the maturity of the entire facility to October 2025. Subsequent to the amendment, interest on borrowings under the facility will be based on either commercial paper rates for highly-rated issuers or adjusted Term SOFR, plus a spread of 0.80%. For further details regarding the Secured Receivables Credit Facility, see Note 7 of the interim unaudited consolidated financial statements and Note 14 to the audited consolidated financial statements in the Company's 2022 Annual Report on Form 10-K.

    As discussed in Note 8, from time to time, the Company enters into various interest rate lock agreements and forward-starting interest rate swap agreements. During October 2023, the Company entered into forward-starting interest rate swap agreements with financial institutions for a total notional amount of $375 million. The agreements were entered into in order to hedge a portion of the Company's interest rate exposure associated with variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance of debt and were accounted for as cash flow hedges.

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income attributable to Quest Diagnostics	$ 225	$ 256	$ 662	$ 845

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Insider Trading Arrangements

3 Months Ended

Sep. 30, 2023

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

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

Name	Title	Type of Trading Arrangement	Security	Action	Date of Action	Duration of Trading Arrangement	Aggregate Number of Securities Covered
Michael Prevoznik	SVP, General Counsel	Rule 10b5-1 plan to sell	Common Stock	Adoption	August 7, 2023	August 7, 2023 to March 15, 2024*	Up to 6,876*

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

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Michael Prevoznik [Member]

Trading Arrangements, by Individual

Name

Michael Prevoznik

Title

SVP, General Counsel

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

August 7, 2023

Arrangement Duration

220 days

Aggregate Available

6,876

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

The interim unaudited consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair statement of results of operations, comprehensive income, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022 but does not include all the disclosures required by accounting principles generally accepted in the United States (“GAAP”).

Use Of Estimates

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

Earnings Per Share

The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan and outstanding stock options granted under its Amended and Restated Non-Employee Director Long-Term Incentive Plan, as well as the dilutive effect of accelerated share repurchase agreements, if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.

New Accounting Standards to be Adopted

In March 2020, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the cessation of the London Interbank Offered Rate ("LIBOR"). The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate which was discontinued because of reference rate reform. The pronouncement was effective immediately and, due to an accounting update which the FASB issued in December 2022, can be applied to contract modifications through December 31, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated results of operations, financial position or cash flows.

Derivative Financial Instruments

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

    Interest Rate Risk

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

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

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845
Less: Earnings allocated to participating securities	2		2		4		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	223	$	254	$	658	$	841
Weighted average common shares outstanding – basic	112		116		112		117
Effect of dilutive securities:
Stock options and performance share units	2		2		2		2
Weighted average common shares outstanding – diluted	114		118		114		119
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	1.99	$	2.20	$	5.87	$	7.17
Diluted	$	1.96	$	2.17	$	5.79	$	7.05

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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

	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Stock options and performance share units	1	1	—	—

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RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Pre-Tax Restructuring and Impairment Charges

The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Employee separation costs	$	1	$	8	$	17	$	16
Asset impairment charges	—		—		5		—
Total restructuring and impairment charges	$	1	$	8	$	22	$	16

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value, Measurement Inputs

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

			Basis of Fair Value Measurements
			Quoted Prices in Active Markets for Identical Assets/Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2023	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	71	$	71	$	—	$	—
Cash surrender value of life insurance policies	50		—		50		—
Available-for-sale debt securities	2		—		—		2
Total	$	123	$	71	$	50	$	2
Liabilities:
Deferred compensation liabilities	$	127	$	—	$	127	$	—
Contingent consideration	98		—		—		98
Total	$	225	$	—	$	127	$	98
Redeemable noncontrolling interest	$	76	$	—	$	—	$	76

			Basis of Fair Value Measurements
December 31, 2022	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	68	$	68	$	—	$	—
Cash surrender value of life insurance policies	46		—		46		—
Available-for-sale debt securities	2		—		—		2
Total	$	116	$	68	$	46	$	2
Liabilities:
Deferred compensation liabilities	$	120	$	—	$	120	$	—
Contingent consideration	23		—		—		23
Total	$	143	$	—	$	120	$	23
Redeemable noncontrolling interest	$	77	$	—	$	—	$	77

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

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

	Contingent Consideration
Balance, December 31, 2022	$	23
Purchases, additions and issuances	88
Settlements	(18)
Total fair value adjustments included in earnings - realized/unrealized	5
Balance, September 30, 2023	$	98

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FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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

As of September 30, 2023 and December 31, 2022, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt:

	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2023		December 31, 2022
Long-term debt	$	16	$	26

(a) As of both September 30, 2023 and December 31, 2022, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

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SUPPLEMENTAL CASH FLOW & OTHER DATA (Tables)

9 Months Ended

Sep. 30, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow and Other Data

Supplemental cash flow and other data for the three and nine months ended September 30, 2023 and 2022 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Depreciation expense	$	84	$	81	$	249	$	240
Amortization expense	27		27		81		81
Depreciation and amortization expense	$	111	$	108	$	330	$	321
Interest expense	$	(41)	$	(37)	$	(117)	$	(112)
Interest income	1		4		5		6
Interest expense, net	$	(40)	$	(33)	$	(112)	$	(106)
Interest paid	$	17	$	32	$	97	$	110
Income taxes paid	$	99	$	5	$	233	$	187
Accounts payable associated with capital expenditures	$	27	$	30	$	27	$	30
Accounts payable associated with purchases of treasury stock	$	—	$	26	$	—	$	26
Dividends payable	$	81	$	75	$	81	$	75
Businesses acquired:
Fair value of assets acquired	$	2	$	—	$	736	$	143
Fair value of liabilities assumed	—		—		36		15
Fair value of net assets acquired	2		—		700		128
Merger consideration payable	—		—		(88)		(18)
Cash paid for business acquisitions	2		—		612		110
Less: Cash acquired	—		—		1		4
Business acquisitions, net of cash acquired	$	2	$	—	$	611	$	106
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$	42	$	49	$	143	$	133

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BUSINESS SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Summary of Segment Reporting Information by Segment

The following table is a summary of segment information for the three and nine months ended September 30, 2023 and 2022. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangible assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2 to the audited consolidated financial statements contained in the Company’s 2022 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues:
DIS business	$	2,228	$	2,419	$	6,755	$	7,344
All other operating segments	67		67		209		206
Total net revenues	$	2,295	$	2,486	$	6,964	$	7,550
Operating earnings (loss):
DIS business	$	392	$	441	$	1,176	$	1,445
All other operating segments	8		3		26		16
General corporate activities	(58)		(52)		(207)		(168)
Total operating income	342		392		995		1,293
Non-operating expense, net	(43)		(41)		(102)		(167)
Income before income taxes and equity in earnings of equity method investees	299		351		893		1,126
Income tax expense	(68)		(81)		(208)		(268)
Equity in earnings of equity method investees, net of taxes	6		6		18		41
Net income	237		276		703		899
Less: Net income attributable to noncontrolling interests	12		20		41		54
Net income attributable to Quest Diagnostics	$	225	$	256	$	662	$	845

Schedule of Revenues by Major Service

by major service for the three and nine months ended September 30, 2023 and 2022 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Routine clinical testing and other services	51	%	45	%	50	%	43	%
COVID-19 testing services	1		13		3		17
Gene-based and esoteric (including advanced diagnostics) testing services	39		33		38		31
Anatomic pathology testing services	6		6		6		6
All other	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

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REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Healthcare insurers:
Fee-for-service	36	%	39	%	37	%	39	%
Capitated	3		3		3		3
Total healthcare insurers	39		42		40		42
Government payers	12		11		12		11
Client payers	34		33		33		33
Patients (including coinsurance and deductible responsibilities)	12		11		12		11
Total DIS	97		97		97		97
DS	3		3		3		3
Net revenues	100	%	100	%	100	%	100	%

Accounts Receivable Disaggregation

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

	September 30, 2023		December 31, 2022
Healthcare Insurers	26	%	28	%
Government Payers	8		6
Client Payers	43		44
Patients (including coinsurance and deductible responsibilities)	19		18
Total DIS	96		96
DS	4		4
Net accounts receivable	100	%	100	%

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$ 225	$ 256	$ 662	$ 845
Less: Earnings allocated to participating securities	2	2	4	4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$ 223	$ 254	$ 658	$ 841
Weighted average common shares outstanding - basic	112	116	112	117
Stock options and performance share units	2	2	2	2
Weighted average common shares outstanding - diluted	114	118	114	119
Basic (in dollars per share)	$ 1.99	$ 2.20	$ 5.87	$ 7.17
Diluted (in dollars per share)	$ 1.96	$ 2.17	$ 5.79	$ 7.05
Stock options and performance share units (in shares)	1	1	0	0

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RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES (Pre-Tax Restructuring and Impairment Charges) (Details) - Invigorate Program - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Employee separation costs	$ 1	$ 8	$ 17	$ 16
Asset impairment charges	0	0	5	0
Total restructuring and impairment charges	$ 1	$ 8	$ 22	$ 16

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RESTRUCTURING ACTIVITIES AND IMPAIRMENT CHARGES (Narrative) (Details) - Invigorate Program - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 1	$ 8	$ 17	$ 16
Accounts Payable and Accrued Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 9		9		$ 44
Cost of services
Restructuring Cost and Reserve [Line Items]
Total restructuring charges		1	10	3
Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Total restructuring charges		$ 7	$ 12	$ 13

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BUSINESS ACQUISITIONS (Details) - USD ($)			3 Months Ended		9 Months Ended
	Jun. 20, 2023	Apr. 17, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Consideration					$ 699,000,000
Goodwill acquired during the period					513,000,000
Cash acquired from acquisition			$ 0	$ 0	1,000,000	$ 4,000,000
Cash paid for business acquisitions			2,000,000	$ 0	612,000,000	110,000,000
Goodwill			7,732,000,000		7,732,000,000		$ 7,220,000,000
Goodwill, expected tax deductible amount			244,000,000		244,000,000
Business acquisitions, net of cash acquired			2,000,000		611,000,000	$ 106,000,000
Technology
Business Acquisition [Line Items]
Intangible assets			145,000,000		145,000,000
Customer Relationships
Business Acquisition [Line Items]
Intangible assets			$ 63,000,000		$ 63,000,000
New York-Presbyterian
Business Acquisition [Line Items]
Cash paid for business acquisitions		$ 275,000,000
Goodwill		222,000,000
Goodwill, expected tax deductible amount		222,000,000
New York-Presbyterian | Customer Relationships
Business Acquisition [Line Items]
Intangible assets		$ 53,000,000
Intangible assets, useful life		15 years
Haystack Oncology, Inc.
Business Acquisition [Line Items]
Consideration	$ 392,000,000
Cash acquired from acquisition	1,000,000
Cash paid for business acquisitions	304,000,000
Contingent consideration	88,000,000
Goodwill	269,000,000
Deferred tax liabilities	25,000,000
Operating lease right-of-use assets	8,000,000
Operating lease liabilities	8,000,000
Property, plant and equipment, net	3,000,000
Haystack Oncology, Inc. | Additional, Based on Revenue
Business Acquisition [Line Items]
Contingent consideration arrangements	100,000,000
Haystack Oncology, Inc. | Additional, Reimbursement Coverage
Business Acquisition [Line Items]
Contingent consideration arrangements	50,000,000
Haystack Oncology, Inc. | Technology
Business Acquisition [Line Items]
Intangible assets	$ 145,000,000
Intangible assets, useful life	15 years

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FAIR VALUE MEASUREMENTS (Recognized Assets and Liabilities at Fair Value) (Details) - Recurring Basis - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	$ 71	$ 68
Cash surrender value of life insurance policies	50	46
Available-for-sale debt securities	2	2
Total	123	116
Deferred compensation liabilities	127	120
Contingent consideration	98	23
Total	225	143
Redeemable noncontrolling interest	76	77
Quoted Prices in Active Markets for Identical Assets / Liabilities, Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	71	68
Cash surrender value of life insurance policies	0	0
Available-for-sale debt securities	0	0
Total	71	68
Deferred compensation liabilities	0	0
Contingent consideration	0	0
Total	0	0
Redeemable noncontrolling interest	0	0
Significant Other Observable Inputs, Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	0	0
Cash surrender value of life insurance policies	50	46
Available-for-sale debt securities	0	0
Total	50	46
Deferred compensation liabilities	127	120
Contingent consideration	0	0
Total	127	120
Significant Unobservable Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deferred compensation trading securities	0	0
Cash surrender value of life insurance policies	0	0
Available-for-sale debt securities	2	2
Total	2	2
Deferred compensation liabilities	0	0
Contingent consideration	98	23
Total	98	23
Redeemable noncontrolling interest	$ 76	$ 77

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FAIR VALUE MEASUREMENTS (Narrative) (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)	Jun. 20, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 01, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 3,900,000,000		$ 3,700,000,000
UMass Joint Venture
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Ownership percentage by noncontrolling owners				18.90%
Fair Value, Inputs, Level 3 | Contingent Consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total fair value adjustments included in earnings - realized/unrealized	5,000,000
Liability	98,000,000		$ 23,000,000
Fair Value, Inputs, Level 3 | Contingent Consideration | Other Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liability	93,000,000
Fair Value, Inputs, Level 3 | Contingent Consideration | Accounts Payable and Accrued Expenses
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liability	$ 5,000,000
Haystack Oncology, Inc.
Business Acquisition [Line Items]
Contingent consideration		$ 88,000,000
Haystack Oncology, Inc. | Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Measurement input	0.40
Haystack Oncology, Inc. | Discount rate
Business Acquisition [Line Items]
Measurement input	0.105
Haystack Oncology, Inc. | Additional, Based on Revenue
Business Acquisition [Line Items]
Maximum contingent consideration payment		100,000,000
Haystack Oncology, Inc. | Additional, Reimbursement Coverage
Business Acquisition [Line Items]
Maximum contingent consideration payment		$ 50,000,000
Haystack Oncology, Inc. | Additional Impact
Business Acquisition [Line Items]
Impact of market discount rate on contingent consideration obligation	$ 21,000,000
Haystack Oncology, Inc. | Additional Impact | Discount rate
Business Acquisition [Line Items]
Measurement input	0.05
Haystack Oncology, Inc. | Changing Comparable Company Revenue Volatility | Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Measurement input	0.30
Increase in contingent consideration liability	$ 7,000,000
Haystack Oncology, Inc. | Changing Discount Rate | Comparable Company Revenue Volatility
Business Acquisition [Line Items]
Increase in contingent consideration liability	$ 5,000,000
Haystack Oncology, Inc. | Changing Discount Rate | Discount rate
Business Acquisition [Line Items]
Measurement input	0.070

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FAIR VALUE MEASUREMENTS (Reconciliation of Beginning and Ending Balances of Assets and Liabilities Unobservable Inputs) (Details) - Significant Unobservable Inputs, Level 3 - Contingent Consideration $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, December 31, 2022	$ 23
Purchases, additions and issuances	88
Settlements	(18)
Total fair value adjustments included in earnings - realized/unrealized	5
Balance, September 30, 2023	$ 98

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DEBT (Details) - USD ($)	1 Months Ended		9 Months Ended
	Oct. 25, 2023	Oct. 31, 2022	Sep. 30, 2023	Dec. 31, 2022	Nov. 30, 2021
Senior Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility capacity					$ 750,000,000
Amount outstanding			$ 0	$ 0
Senior Unsecured Revolving Credit Facility | SOFR
Debt Instrument [Line Items]
Interest rate			1.00%
Senior Unsecured Revolving Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Credit facility capacity			$ 150,000,000		$ 150,000,000
Secured Receivables Credit Facility
Debt Instrument [Line Items]
Credit facility capacity		$ 525,000,000
Amount outstanding			278,000,000	$ 0
Secured Receivables Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Credit facility capacity	$ 525,000,000
Secured Receivables Credit Facility | Subsequent Event | If Uncommitted Accordion Is Utilized
Debt Instrument [Line Items]
Credit facility capacity	600,000,000
Secured Receivables Credit Facility | Loan Commitment
Debt Instrument [Line Items]
Credit facility capacity			425,000,000
Secured Receivables Credit Facility | Uncommitted Accordion | Subsequent Event
Debt Instrument [Line Items]
Credit facility capacity	$ 75,000,000
Secured Receivables Credit Facility | SOFR | Subsequent Event
Debt Instrument [Line Items]
Interest rate	0.80%
Secured Receivables Credit Facility | SOFR | Minimum
Debt Instrument [Line Items]
Interest rate		0.725%
Secured Receivables Credit Facility | SOFR | Maximum
Debt Instrument [Line Items]
Interest rate		0.80%
Secured Receivables Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Credit facility capacity			100,000,000
Secured Receivables Credit Facility | Letter of Credit | Subsequent Event
Debt Instrument [Line Items]
Credit facility capacity	$ 150,000,000
Secured Receivables Credit Facility | Letter of Credit | Loan Commitment
Debt Instrument [Line Items]
Credit facility capacity			100,000,000
Senior Notes | Four point two five percent Senior Notes Due 2024
Debt Instrument [Line Items]
Face amount			$ 300,000,000
Debt instrument, interest rate			4.25%

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FINANCIAL INSTRUMENTS (Balance Sheets) (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Long-term Debt | Fair Value Hedging
Derivative [Line Items]
Hedge Accounting Basis Adjustment	$ 16	$ 26

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STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($)		3 Months Ended							9 Months Ended
	Feb. 01, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 01, 2015
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Dividends per common share		$ 0.71	$ 0.71	$ 0.71	$ 0.66	$ 0.66	$ 0.66	$ 0.66
Additional amount authorized	$ 1,000,000,000
Share repurchase authorization remaining available		$ 1,300,000,000							$ 1,300,000,000
Purchases of treasury stock, value						$ 400,000,000				$ 950,000,000
Reissuance of shares for employee benefit plan									1,100,000	1,600,000
UMass Joint Venture
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Ownership percentage by noncontrolling owners											18.90%
Treasury Stock, at Cost
Schedule of Stockholders' Equity and Redeemable Noncontrolling Interest [Line Items]
Purchases of treasury stock- shares									0	7,100,000
Purchases of treasury stock, value						$ 400,000,000				$ 950,000,000

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SUPPLEMENTAL CASH FLOW & OTHER DATA (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Supplemental Cash Flow Elements [Abstract]
Depreciation expense	$ 84	$ 81	$ 249	$ 240
Amortization expense	27	27	81	81
Depreciation and amortization expense	111	108	330	321
Interest expense	(41)	(37)	(117)	(112)
Interest income	1	4	5	6
Interest expense, net	(40)	(33)	(112)	(106)
Interest paid	17	32	97	110
Income taxes paid	99	5	233	187
Accounts payable associated with capital expenditures	27	30	27	30
Accounts payable associated with purchases of treasury stock	0	26	0	26
Dividends payable	81	75	81	75
Fair value of assets acquired	2		736	143
Fair value of liabilities assumed	0	0	36	15
Fair value of net assets acquired	2		700	128
Merger consideration payable	0	0	(88)	(18)
Cash paid for business acquisitions	2	0	612	110
Less: Cash acquired	0	0	1	4
Business acquisitions, net of cash acquired	2		611	106
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$ 42	$ 49	$ 143	$ 133

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COMMITMENTS AND CONTINGENCIES (Details)	Oct. 25, 2023 USD ($)	Sep. 30, 2023 USD ($) claim	Dec. 31, 2022 USD ($)	Oct. 31, 2022 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2020 claim	Oct. 31, 2020 claim
Loss Contingencies [Line Items]
Self-insurance reserves		$ 164,000,000	$ 169,000,000
Excludes general and professional liability claims
Loss Contingencies [Line Items]
Litigation reserves		6,000,000	$ 2,000,000
Secured Receivables Credit Facility
Debt Instrument [Line Items]
Credit facility capacity				$ 525,000,000
Letters of credit outstanding, amount		70,000,000
Secured Receivables Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Credit facility capacity	$ 525,000,000
Secured Receivables Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Credit facility capacity		100,000,000
Secured Receivables Credit Facility | Letter of Credit | Subsequent Event
Debt Instrument [Line Items]
Credit facility capacity	$ 150,000,000
Senior Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility capacity					$ 750,000,000
Senior Unsecured Revolving Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Credit facility capacity		$ 150,000,000			$ 150,000,000
401(k) Plan Lawsuit | Pending Litigation
Loss Contingencies [Line Items]
Class action lawsuits | claim						2	2
Data Security Incident | Pending Litigation
Loss Contingencies [Line Items]
Class action lawsuits | claim		2

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BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Percentage of net revenues	100.00%	100.00%	100.00%	100.00%
Total net revenues	$ 2,295	$ 2,486	$ 6,964	$ 7,550
Total operating income	342	392	995	1,293
Non-operating expense, net	(43)	(41)	(102)	(167)
Income before income taxes and equity in earnings of equity method investees	299	351	893	1,126
Income tax expense	(68)	(81)	(208)	(268)
Equity in earnings of equity method investees, net of taxes	6	6	18	41
Net income	237	276	703	899
Less: Net income attributable to noncontrolling interests	12	20	41	54
Net income attributable to Quest Diagnostics	$ 225	$ 256	$ 662	$ 845
Total net revenues, percent	100.00%	100.00%	100.00%	100.00%
Routine clinical testing services
Segment Reporting Information [Line Items]
Total net revenues, percent	51.00%	45.00%	50.00%	43.00%
COVID-19 Testing Services
Segment Reporting Information [Line Items]
Total net revenues, percent	1.00%	13.00%	3.00%	17.00%
Gene-based and esoteric testing services
Segment Reporting Information [Line Items]
Total net revenues, percent	39.00%	33.00%	38.00%	31.00%
Anatomic pathology testing services
Segment Reporting Information [Line Items]
Total net revenues, percent	6.00%	6.00%	6.00%	6.00%
All other services
Segment Reporting Information [Line Items]
Total net revenues, percent	3.00%	3.00%	3.00%	3.00%
DIS business
Segment Reporting Information [Line Items]
Percentage of net revenues	97.00%	97.00%	97.00%	97.00%
Total net revenues	$ 2,228	$ 2,419	$ 6,755	$ 7,344
Total operating income	$ 392	$ 441	$ 1,176	$ 1,445
DIS business | Minimum
Segment Reporting Information [Line Items]
Percentage of net revenues	95.00%	95.00%	95.00%	95.00%
All other operating segments
Segment Reporting Information [Line Items]
Total net revenues	$ 67	$ 67	$ 209	$ 206
Total operating income	8	3	26	16
General corporate activities
Segment Reporting Information [Line Items]
Total operating income	$ (58)	$ (52)	$ (207)	$ (168)

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REVENUE RECOGNITION (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Percentage of net revenues	100.00%	100.00%	100.00%	100.00%
Net accounts receivable	100.00%		100.00%		100.00%
DIS business
Segment Reporting Information [Line Items]
Percentage of net revenues	97.00%	97.00%	97.00%	97.00%
Net accounts receivable	96.00%		96.00%		96.00%
DIS business | Healthcare Insurers
Segment Reporting Information [Line Items]
Percentage of net revenues	39.00%	42.00%	40.00%	42.00%
Net accounts receivable	26.00%		26.00%		28.00%
DIS business | Healthcare Insurers | Fee-for-service
Segment Reporting Information [Line Items]
Percentage of net revenues	36.00%	39.00%	37.00%	39.00%
DIS business | Healthcare Insurers | Capitated
Segment Reporting Information [Line Items]
Percentage of net revenues	3.00%	3.00%	3.00%	3.00%
DIS business | Government Payers
Segment Reporting Information [Line Items]
Percentage of net revenues	12.00%	11.00%	12.00%	11.00%
Net accounts receivable	8.00%		8.00%		6.00%
DIS business | Client Payers
Segment Reporting Information [Line Items]
Percentage of net revenues	34.00%	33.00%	33.00%	33.00%
Net accounts receivable	43.00%		43.00%		44.00%
DIS business | Patients (including coinsurance and deductible responsibilities)
Segment Reporting Information [Line Items]
Percentage of net revenues	12.00%	11.00%	12.00%	11.00%
Net accounts receivable	19.00%		19.00%		18.00%
DIS business | Minimum
Segment Reporting Information [Line Items]
Percentage of net revenues	95.00%	95.00%	95.00%	95.00%
All other operating segments | DS Businesses
Segment Reporting Information [Line Items]
Percentage of net revenues	3.00%	3.00%	3.00%	3.00%
Net accounts receivable	4.00%		4.00%		4.00%

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SUBSEQUENT EVENTS (Details) - USD ($)	1 Months Ended
	Oct. 25, 2023	Sep. 30, 2023	Oct. 31, 2022
Secured Receivables Credit Facility
Subsequent Event [Line Items]
Credit facility capacity			$ 525,000,000
Secured Receivables Credit Facility | Letter of Credit
Subsequent Event [Line Items]
Credit facility capacity		$ 100,000,000
Subsequent Event | Interest Rate Lock Agreements
Subsequent Event [Line Items]
Interest rate exposure period	10 years
Subsequent Event | Interest Rate Swap
Subsequent Event [Line Items]
Notional amount	$ 375,000,000
Subsequent Event | Secured Receivables Credit Facility
Subsequent Event [Line Items]
Credit facility capacity	$ 525,000,000
Subsequent Event | Secured Receivables Credit Facility | SOFR
Subsequent Event [Line Items]
Credit facility, interest rate	0.80%
Subsequent Event | Secured Receivables Credit Facility | Uncommitted Accordion
Subsequent Event [Line Items]
Credit facility capacity	$ 75,000,000
Subsequent Event | Secured Receivables Credit Facility | Letter of Credit
Subsequent Event [Line Items]
Credit facility capacity	$ 150,000,000