STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

    Stockholders' Equity

    Series Preferred Stock

    Quest Diagnostics is authorized to issue up to 10 million shares of Series Preferred Stock, par value $1.00 per share. The Company's Board of Directors has the authority to issue such shares without stockholder approval and to determine the designations, preferences, rights and restrictions of such shares. No shares are currently outstanding.

    Common Stock

    Under the Company's Restated Certificate of Incorporation the number of authorized shares of common stock, par value $0.01 per share, is 600 million shares.

    Changes in Accumulated Other Comprehensive Loss by Component

    Comprehensive income (loss) includes:

•Foreign currency translation adjustments; and

•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 15).

    For the years ended December 31, 2024, 2023, and 2022, the tax effects related to the deferred gains (losses) on cash flow hedges were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes.

    The changes in accumulated other comprehensive loss by component for 2024, 2023 and 2022 were as follows:

	Foreign Currency Translation Adjustments		Net Deferred Gains on Cash Flow Hedges, net of tax		Accumulated Other Comprehensive Loss
Balance, December 31, 2021	$	(14)	$	—	$	(14)
Other comprehensive loss before reclassifications	(8)		—		(8)
Amounts reclassified from accumulated other comprehensive loss	—		1		1
Net current period other comprehensive (loss) income	(8)		1		(7)
Balance, December 31, 2022	(22)		1		(21)
Other comprehensive income before reclassifications	5		1		6
Amounts reclassified from accumulated other comprehensive loss	—		1		1
Net current period other comprehensive income	5		2		7
Balance, December 31, 2023	(17)		3		(14)
Other comprehensive (loss) income before reclassifications	(76)		2		(74)
Net current period other comprehensive (loss) income	(76)		2		(74)
Balance, December 31, 2024	$	(93)	$	5	$	(88)

    For the years ended December 31, 2024, 2023 and 2022, the gross deferred gains (losses) on cash flow hedges were reclassified from accumulated other comprehensive loss to interest expense, net.

    Dividend Program

    During each of the four quarters of 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.75 per common share. During each of the four quarters of 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share. 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. In January 2025, the Company announced that its Board of Directors authorized a 6.7% increase in its quarterly cash dividend from $0.75 to $0.80 per share, or $3.20 per share annually, commencing with the dividend payable in April 2025.

    Share Repurchase Program

    As of December 31, 2024, $0.9 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 year ended December 31, 2024, the Company repurchased 0.9 million shares of its common stock for $150 million.

    For the year ended December 31, 2023, the Company repurchased 2.0 million shares of its common stock for $276 million.

    For the year ended December 31, 2022, the Company repurchased 10.1 million shares of its common stock for $1.4 billion.

    Shares Reissued from Treasury Stock

    For each of the years ended December 31, 2024, 2023 and 2022, the Company reissued 1 million, 2 million and 2 million shares, respectively, from treasury stock for shares issued under the Employee Stock Purchase Plan ("ESPP") and stock-based compensation program.

    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. The Company records changes in the fair value of the noncontrolling interest immediately as they occur.

    The following table summarizes the activity for the Company's redeemable noncontrolling interest during the years ended December 31, 2024 and 2023:

	Redeemable Noncontrolling Interest
Balance, December 31, 2022	$	77
Net income	5
Distributions to noncontrolling interest partners	(6)
Balance, December 31, 2023	76
Net income	7
Distributions to noncontrolling interest partners	(4)
Contributions from noncontrolling interest partners	4
Balance, December 31, 2024	$	83