QUEST DIAGNOSTICS INC - Quarter Report: 2021 September (Form 10-Q)

Table of Contents


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, 2021

☐ 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 15, 2021, there were outstanding 122,674,771 shares of the registrant’s common stock, $.01 par value.

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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, 2021 and 2020	2

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020	3

	Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	5

	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 2020	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”	39

Item 4. Controls and Procedures

	Controls and Procedures	39

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

(in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net revenues	$	2,774	$	2,786	$	8,044	$	6,435

Operating costs and expenses and other operating income:
Cost of services	1,670		1,580		4,861		4,071
Selling, general and administrative	427		396		1,263		1,103
Amortization of intangible assets	25		27		77		77

Other operating expense (income), net	—		65		(2)		8
Total operating costs and expenses, net	2,122		2,068		6,199		5,259

Operating income	652		718		1,845		1,176

Other income (expense):
Interest expense, net	(38)		(42)		(114)		(124)
Other income, net	40		77		366		74
Total non-operating income (expense), net	2		35		252		(50)

Income before income taxes and equity in earnings of equity method investees	654		753		2,097		1,126
Income tax expense	(153)		(177)		(483)		(269)
Equity in earnings of equity method investees, net of taxes	26		15		53		33


Net income	527		591		1,667		890
Less: Net income attributable to noncontrolling interests	22		23		62		38
Net income attributable to Quest Diagnostics	$	505	$	568	$	1,605	$	852






Earnings per share attributable to Quest Diagnostics’ common stockholders:


Basic	$	4.11	$	4.20	$	12.63	$	6.33




Diluted	$	4.02	$	4.14	$	12.41	$	6.25

Weighted average common shares outstanding:
Basic	123		135		127		134

Diluted	125		137		129		136

The accompanying notes are an integral part of these statements.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	527	$	591	$	1,667	$	890

Other comprehensive income (loss):
Foreign currency translation adjustment	(4)		10		14		(6)
Net change in available-for-sale debt securities, net of taxes	—		—		(7)		—
Net deferred gain on cash flow hedges, net of taxes	1		3		1		3

Other comprehensive (loss) income	(3)		13		8		(3)

Comprehensive income	524		604		1,675		887
Less: Comprehensive income attributable to noncontrolling interests	22		23		62		38
Comprehensive income attributable to Quest Diagnostics	$	502	$	581	$	1,613	$	849

The accompanying notes are an integral part of these statements.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

(unaudited)

(in millions, except per share data)


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	987	$	1,158
Accounts receivable, net of allowance for credit losses of $29 and $28 as of September 30, 2021 and December 31, 2020, respectively	1,473		1,520
Inventories	205		223
Prepaid expenses and other current assets	189		157

Total current assets	2,854		3,058
Property, plant and equipment, net	1,634		1,627
Operating lease right-of-use assets	596		604
Goodwill	7,057		6,873
Intangible assets, net	1,152		1,167
Investments in equity method investees	124		521
Other assets	155		176

Total assets	$	13,572	$	14,026

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,610	$	1,633
Current portion of long-term debt	1		2
Current portion of long-term operating lease liabilities	148		141

Total current liabilities	1,759		1,776
Long-term debt	4,006		4,013
Long-term operating lease liabilities	495		499
Other liabilities	801		847

Commitments and contingencies
Redeemable noncontrolling interest	79		82
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2021 and December 31, 2020; 162 and 217 shares issued as of September 30, 2021 and December 31, 2020, respectively	2		2
Additional paid-in capital	1,936		2,841
Retained earnings	7,333		9,303
Accumulated other comprehensive loss	(13)		(21)
Treasury stock, at cost; 39 and 84 shares as of September 30, 2021 and December 31, 2020, respectively	(2,866)		(5,366)
Total Quest Diagnostics stockholders’ equity	6,392		6,759
Noncontrolling interests	40		50
Total stockholders’ equity	6,432		6,809
Total liabilities and stockholders’ equity	$	13,572	$	14,026

The accompanying notes are an integral part of these statements.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	1,667	$	890
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	302		263
Provision for credit losses	3		18
Deferred income tax (benefit) provision	(87)		12
Stock-based compensation expense	60		63

Gain on disposition of joint venture	(314)		—
Other, net	(48)		(60)
Changes in operating assets and liabilities:
Accounts receivable	45		(355)
Accounts payable and accrued expenses	36		514
Income taxes payable	49		95
Termination of interest rate swap agreements	—		40
Other assets and liabilities, net	39		(16)
Net cash provided by operating activities	1,752		1,464

Cash flows from investing activities:
Business acquisitions, net of cash acquired	(251)		(329)


Capital expenditures	(259)		(256)

Proceeds from disposition of joint venture	755		—
Decrease (increase) in investments and other assets	3		(19)
Net cash provided by (used in) investing activities	248		(604)

Cash flows from financing activities:
Proceeds from borrowings	—		749
Repayments of debt	(2)		(1,002)
Purchases of treasury stock	(1,910)		(75)
Exercise of stock options	108		144
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(22)		(13)
Dividends paid	(232)		(222)
Distributions to noncontrolling interest partners	(75)		(34)


Other financing activities, net	(38)		6
Net cash used in financing activities	(2,171)		(447)

Net change in cash and cash equivalents and restricted cash	(171)		413

Cash and cash equivalents and restricted cash, beginning of period	1,158		1,192
Cash and cash equivalents and restricted cash, end of period	$	987	$	1,605

The accompanying notes are an integral part of these statements.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

(in millions)


For the Three Months Ended September 30, 2021		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, 2021	122	$	2	$	2,555	$	10,246	$	(10)	$	(6,894)	$	41	$	5,940		$	78
Net income						505						19		524			3
Other comprehensive loss, net of taxes								(3)						(3)
Dividends declared						(76)								(76)
Distributions to noncontrolling interest partners												(20)		(20)			(2)
Issuance of common stock under benefit plans				2						4				6
Stock-based compensation expense				21										21
Exercise of stock options	1			7						33				40


Retirement of treasury stock				(649)		(3,342)				3,991				—
Balance, September 30, 2021	123	$	2	$	1,936	$	7,333	$	(13)	$	(2,866)	$	40	$	6,432		$	79

For the Nine Months Ended September 30, 2021		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, 2020	133	$	2	$	2,841	$	9,303	$	(21)	$	(5,366)	$	50	$	6,809	76	$	82
Net income						1,605						53		1,658			9
Other comprehensive income, net of taxes								8						8
Dividends declared						(233)								(233)
Distributions to noncontrolling interest partners												(63)		(63)			(12)
Issuance of common stock under benefit plans				(25)						42				17
Stock-based compensation expense				60										60
Exercise of stock options	2			19						89				108
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(10)						(12)				(22)
Purchases of treasury stock	(12)			(300)						(1,610)				(1,910)
Retirement of treasury stock				(649)		(3,342)				3,991				—
Balance, September 30, 2021	123	$	2	$	1,936	$	7,333	$	(13)	$	(2,866)	$	40	$	6,432		$	79

The accompanying notes are an integral part of these statements.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(unaudited)

(in millions)


For the Three Months Ended September 30, 2020		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, 2020	134	$	2	$	2,764	$	8,307	$	(55)	$	(5,187)	$	50	$	5,881	$	77
Net income						568						18		586		5
Other comprehensive income, net of taxes								13						13
Dividends declared						(75)								(75)
Distributions to noncontrolling interest partners												(22)		(22)		(2)
Issuance of common stock under benefit plans	1			1						3				4
Stock-based compensation expense				32										32
Exercise of stock options				4						23				27


Balance, September 30, 2020	135	$	2	$	2,801	$	8,800	$	(42)	$	(5,161)	$	46	$	6,446	$	80

For the Nine Months Ended September 30, 2020		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, 2019	133	$	2	$	2,722	$	8,174	$	(39)	$	(5,218)	$	46	$	5,687	$	76
Net income						852						31		883		7
Other comprehensive loss, net of taxes								(3)						(3)
Dividends declared						(226)								(226)
Distributions to noncontrolling interest partners												(31)		(31)		(3)
Issuance of common stock under benefit plans	1			7						10				17
Stock-based compensation expense				63										63
Exercise of stock options	2			22						122				144
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(13)										(13)
Purchases of treasury stock	(1)									(75)				(75)
Balance, September 30, 2020	135	$	2	$	2,801	$	8,800	$	(42)	$	(5,161)	$	46	$	6,446	$	80

The accompanying notes are an integral part of these statements.

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, accountable care organizations ("ACOs"), and direct contract entities ("DCEs"). 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 2020 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2020 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 2020 Annual Report on Form 10-K.

A novel strain of coronavirus (“COVID-19”) continues to impact the economy of the United States and other countries around the world. The Company's testing volume and revenues have been materially impacted by the COVID-19 pandemic, including periods of decline in testing volume in the Company's base business (which excludes COVID-19 testing) compared to historical 2019 levels and periods of significant demand for COVID-19 testing. As a result, operating results for the three and nine months ended September 30, 2021 may not be indicative of the results that may be expected for the full year.

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

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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 its Amended and Restated Non-Employee Director Long-Term Incentive Plan, as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"). 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 issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the risk of 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 expected to be discontinued because of reference rate reform. The pronouncement is effective immediately and can be applied through December 31, 2022. The adoption of this standard is not expected to 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,
	2021		2020		2021		2020
Amounts attributable to Quest Diagnostics’ common stockholders:




Net income attributable to Quest Diagnostics	$	505	$	568	$	1,605	$	852
Less: Earnings allocated to participating securities	2		2		6		3
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	503	$	566	$	1,599	$	849

Weighted average common shares outstanding – basic	123		135		127		134
Effect of dilutive securities:
Stock options and performance share units	2		2		2		2
Weighted average common shares outstanding – diluted	125		137		129		136

Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	4.11	$	4.20	$	12.63	$	6.33




Diluted	$	4.02	$	4.14	$	12.41	$	6.25

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,
	2021	2020	2021	2020
Stock options and performance share units	—	1	—	1

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

In April 2021, the Company entered into ASRs with several financial institutions to repurchase $1.5 billion of the Company's common stock as part of the Company's share repurchase program. See Note 9 for further details. The sum of basic and diluted earnings per share attributable to Quest Diagnostics' common stockholders for the first three quarters of 2021 did not equal the total for the nine months ended September 30, 2021 due to both quarterly fluctuations in the Company's earnings and in the weighted average common shares outstanding throughout the period as a result of the impact of the ASRs.

4. BUSINESS ACQUISITIONS

On June 1, 2021, the Company completed the acquisition of the outreach laboratory services business of Mercy Health, which serves providers and patients in Arkansas, Kansas, Missouri and Oklahoma, in an all-cash transaction for $225 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 $54 million of customer-related intangible assets and $171 million of tax-deductible goodwill. The intangible assets are being amortized over a useful life of 15 years.

The acquisition was 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 date. Supplemental pro forma combined financial information has not been presented as the impact of the acquisition 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 acquisition 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 2020 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2020 Annual Report on Form 10-K.

5. DISPOSITION

On April 1, 2021, the Company sold its 40% ownership interest in Q2 Solutions® ("Q2 Solutions"), its clinical trials central laboratory services joint venture, to IQVIA Holdings, Inc. ("IQVIA"), its joint venture partner, for $760 million in an all-cash transaction. The sales price is subject to customary post-closing adjustments. Prior to the transaction, the Company accounted for its minority interest as an equity method investment. As a result of the transaction, during the nine months ended September 30, 2021, the Company recorded a $314 million pre-tax gain in other income, net in the consolidated statement of operations based on the difference between the net sales proceeds and the carrying value of the investment, including $20 million of cumulative translation losses which were previously recorded in accumulated other comprehensive loss. During the nine months ended September 30, 2021, the Company also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit.

Under a multi-year agreement, the Company will remain the strategic preferred laboratory provider for Q2 Solutions' clients, providing a range of lab testing capabilities to augment Q2 Solutions' core offerings and extend its industry leading suite of services.

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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, 2021	Total		Level 1		Level 2		Level 3
Assets:

Deferred compensation trading securities	$	75	$	75	$	—	$	—
Cash surrender value of life insurance policies	54		—		54		—
Equity investments	49		49		—		—
Available-for-sale debt securities	1		—		—		1


Total	$	179	$	124	$	54	$	1

Liabilities:
Deferred compensation liabilities	$	139	$	—	$	139	$	—






Redeemable noncontrolling interest	$	79	$	—	$	—	$	79


			Basis of Fair Value Measurements
December 31, 2020	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	67	$	67	$	—	$	—
Cash surrender value of life insurance policies	50		—		50		—
Available-for-sale debt securities	12		—		—		12




Total	$	129	$	67	$	50	$	12

Liabilities:
Deferred compensation liabilities	$	126	$	—	$	126	$	—







Redeemable noncontrolling interest	$	82	$	—	$	—	$	82

A detailed description regarding the Company's fair value measurements is contained in Note 7 to the audited consolidated financial statements in the Company's 2020 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 investment options that are classified as trading securities. These 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.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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 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 the Company's consolidated balance sheet. 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. During the three months ended September 30, 2021, certain of the Company's equity investments became publicly-traded and, based on the readily determinable fair values, the Company recognized gains of $42 million in other income, net in the Company's consolidated statement of operations. Such equity investments are now classified within Level 1 of the fair value hierarchy because the changes in the fair values of the securities are measured using quoted prices in active markets based on the market price per share multiplied by the number of shares held, exclusive of any transaction costs.

The Company's available-for-sale debt securities are measured at fair value based on estimated future 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, including cash flow projections.

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, 2021, 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.

During the nine months ended September 30, 2021, the Company recorded an $8 million impairment charge, which is included in equity in earnings of equity method investees, net of taxes, in order to adjust to fair value an investment that is accounted for under the equity method of accounting. Following the impairment charge, the carrying value of the investment is not material. The fair value measurement was classified within Level 3 of the fair value hierarchy as it was based on significant inputs that are not observable, including cash flow projections.

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, 2021 and December 31, 2020, the fair value of the Company’s debt was estimated at $4.5 billion and $4.6 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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7. GOODWILL AND INTANGIBLE ASSETS

The changes in goodwill for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were as follows:


	September 30, 2021		December 31, 2020
Balance, beginning of period	$	6,873	$	6,619
Goodwill acquired during the period	188		247
Adjustments to goodwill	(4)		7



Balance, end of period	$	7,057	$	6,873

Principally all of the Company’s goodwill as of September 30, 2021 and December 31, 2020 was associated with its DIS business.

For the nine months ended September 30, 2021, goodwill acquired was principally associated with the acquisition of the outreach laboratory services businesses of Mercy Health and adjustments to goodwill primarily related to foreign currency translation. For the year ended December 31, 2020, goodwill acquired was principally associated with the acquisitions of Blueprint Genetics Oy; Memorial Hermann Diagnostic Laboratories, the outreach laboratory division of Memorial Hermann Health System; and the remaining 56% interest in Mid America Clinical Laboratories, LLC (see Note 6 to the audited consolidated financial statements in the Company's 2020 Annual Report on Form 10-K). For the year ended December 31, 2020, adjustments to goodwill primarily related to foreign currency translation.

Intangible assets as of September 30, 2021 and December 31, 2020 consisted of the following:


	Weighted Average Amortization Period (in years)	September 30, 2021						December 31, 2020
		Cost		Accumulated Amortization		Net		Cost		Accumulated Amortization		Net
Amortizing intangible assets:
Customer-related	17	$	1,541	$	(704)	$	837	$	1,479	$	(638)	$	841
Non-compete agreements	9	3		(2)		1		3		(2)		1
Technology	14	142		(72)		70		141		(65)		76
Other	5	108		(100)		8		108		(95)		13
Total	17	1,794		(878)		916		1,731		(800)		931

Intangible assets not subject to amortization:
Trade names		235		—		235		235		—		235

Other		1		—		1		1		—		1
Total intangible assets		$	2,030	$	(878)	$	1,152	$	1,967	$	(800)	$	1,167

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The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of September 30, 2021 is as follows:


Year Ending December 31,
Remainder of 2021	$	26
2022	102
2023	100
2024	97
2025	96
2026	90
Thereafter	405
Total	$	916

8. FINANCIAL INSTRUMENTS

The Company uses derivative financial instruments to manage its exposure to market risks for changes in interest rates and, from time to time, 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 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.

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, 2021 and December 31, 2020, 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:

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	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2021		December 31, 2020
Long-term debt	$	41	$	51

(a) As of both September 30, 2021 and December 31, 2020, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

The following table presents the effect of fair value hedge accounting on the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	Other income, net		Other income, net		Other income, net		Other income, net
Total for line item in which the effects of fair value hedges are recorded	$	40	$	77	$	366	$	74

Gain (loss) on fair value hedging relationships:
Hedged items (Long-term debt)	$	—	$	—	$	—	$	(68)
Derivatives designated as hedging instruments	$	—	$	—	$	—	$	68

A detailed description regarding the Company's use of derivative financial instruments is contained in Note 15 to the audited consolidated financial statements in the Company's 2020 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.

For the three and nine months ended September 30, 2021 and 2020, 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.

On April 1, 2021, the Company sold its 40% ownership interest in Q2 Solutions, its clinical trials central laboratory services joint venture, to IQVIA, its joint venture partner. As a result of the transaction, during the nine months ended September 30, 2021, $20 million of cumulative translation losses were reclassified from accumulated other comprehensive loss to other income, net. See Note 5 for further details.

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Dividend Program

During each of the first three quarters of 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.62 per common share. During each of the four quarters of 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.56 per common share.

Share Repurchase Program

In each of February 2021 and March 2021, the Company's Board of Directors increased the size of its share repurchase program by $1 billion. As of September 30, 2021, $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, 2021, the Company repurchased 12.5 million shares of its common stock for a value of $1.6 billion, including 9.1 million shares repurchased under ASRs.

The repurchases under the ASRs were initiated in April 2021 with the Company's entry into ASRs with several financial institutions to repurchase $1.5 billion of the Company's common stock as part of the Company's share repurchase program. Each of the ASRs was structured to permit the Company to purchase shares immediately with the final purchase price of those shares determined by the volume-weighted average price of the Company's common stock during the repurchase period, less a fixed discount and was accounted for as two transactions: (1) a treasury stock repurchase and (2) a forward contract. For the nine months ended September 30, 2021, the Company paid $1.5 billion to the financial institutions and received 9.1 million shares of its common stock, at an initial price of $132.27 per share for a value of $1.2 billion, which represents 80% of the total value of shares to be repurchased under the ASRs. The ASR contracts will settle the remaining shares, based on the volume-weighted average price of the Company's common stock during the repurchase period, less a fixed discount, upon the completion of the ASRs during the fourth quarter of 2021. The Company recorded the transactions as an increase to treasury stock of $1.2 billion and it recorded the remaining $300 million as a decrease to additional paid-in capital in the Company’s consolidated balance sheet. The $300 million recorded in additional paid-in capital will be included in treasury stock upon completion of the ASRs.

For the nine months ended September 30, 2020, the Company repurchased 0.7 million shares of its common stock for $75 million.

Shares Reissued from Treasury Stock

The Company's practice has been to issue shares related to its Employee Stock Purchase Plan ("ESPP") and its stock-based compensation program from shares of its common stock held in treasury or by issuing new shares of its common stock. In January 2021, the Company began to issue shares related to its ESPP and stock-based compensation program solely from common stock held in treasury. For the nine months ended September 30, 2021 and 2020, the Company reissued 1.7 million shares and 2.1 million shares, respectively from treasury stock. For details regarding the Company's stock ownership and compensation plans, see Note 17 to the audited consolidated financial statements in the Company's 2020 Annual Report on Form 10-K.

Treasury Stock Retirement

During the three months ended September 30, 2021, the Company retired 55 million shares of treasury stock. In accordance with the Company's policy, the amount paid to repurchase the shares in excess of par value was allocated between retained earnings and additional paid-in capital based on a pro-rata allocation of additional paid-in capital at the time of the share retirement.

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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, 2021 and December 31, 2020, the redeemable noncontrolling interest was presented at its fair value. For further information regarding the fair value of the redeemable noncontrolling interest, see Note 6.

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10. SUPPLEMENTAL CASH FLOW AND OTHER DATA

Supplemental cash flow and other data for the three and nine months ended September 30, 2021 and 2020 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Depreciation expense	$	76	$	62	$	225	$	186
Amortization expense	25		27		77		77
Depreciation and amortization expense	$	101	$	89	$	302	$	263

Interest expense	$	(38)	$	(42)	$	(114)	$	(126)
Interest income	—		—		—		2
Interest expense, net	$	(38)	$	(42)	$	(114)	$	(124)

Interest paid	$	33	$	33	$	111	$	136
Income taxes paid	$	187	$	148	$	522	$	168

Accounts payable associated with capital expenditures	$	24	$	55	$	24	$	55

Dividends payable	$	77	$	76	$	77	$	76

Businesses acquired:
Fair value of assets acquired	$	20	$	126	$	254	$	377
Fair value of liabilities assumed	—		(9)		(3)		(29)
Fair value of net assets acquired	20		117		251		348
Merger consideration receivable/payable	—		2		—		2
Cash paid for business acquisitions	20		119		251		350
Less: Cash acquired	—		18		—		21
Business acquisitions, net of cash acquired	$	20	$	101	$	251	$	329

Leases:




Leased assets obtained in exchange for new operating lease liabilities	$	46	$	40	$	115	$	119

In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law. In April 2020 and August 2020, the Company received approximately $65 million and $73 million, respectively, of funds that were distributed to healthcare providers for related expenses or lost revenues that are attributable to the COVID-19 pandemic under the CARES Act. The Company accounted for the receipt of the funds under a gain contingency model. Accordingly, the amounts were recognized when the funds were received and the Company determined that it satisfied the associated terms and conditions. During the three months ended June 30, 2020, based on the terms and conditions that were in effect at such time, the Company concluded that it had satisfied such terms and conditions for the $65 million of funds that were received in April 2020 and, therefore, the Company recognized such amount in other operating expense (income), net during the second quarter of 2020. During the three months ended September 30, 2020, the Company reversed the $65 million of funds that had previously been recognized and, during the three months ended December 31, 2020, the Company returned the entire $138 million of funds.

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11. COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company can issue letters of credit totaling $100 million under its $600 million secured receivables credit facility and $150 million under its $750 million senior unsecured revolving credit facility. See Note 13 to the audited consolidated financial statements in the Company's 2020 Annual Report on Form 10-K.

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, 2021, 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 18 to the audited consolidated financial statements in the Company’s 2020 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.

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.

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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 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 is pending.

In addition, certain federal and state governmental authorities are investigating, or otherwise seeking information and/or documents from the Company related to the AMCA Data Security Incident and related matters, including the Office for Civil Rights of the U.S. Department of Health and Human Services, Attorneys General offices from numerous states and the District of Columbia, and certain U.S. senators.

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 "whistle blowers" 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, 2021, the Company does not believe that material losses related to legal matters are probable.

Reserves for legal matters totaled $6 million and $1 million as of September 30, 2021 and December 31, 2020, respectively.

Reserves for General and Professional Liability Claims

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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. Reserves for such 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 $153 million and $138 million as of September 30, 2021 and December 31, 2020, respectively. Management believes that established reserves and present insurance coverage are sufficient to cover currently estimated exposures.

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, ACOs and DCEs. The Company is the world's leading provider of diagnostic information services, which includes providing 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 DIS business accounted for greater than 95% of net revenues in 2021 and 2020.

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, 2021, 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, 2021 and 2020. 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 2020 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net revenues:
DIS business	$	2,703	$	2,709	$	7,820	$	6,217
All other operating segments	71		77		224		218
Total net revenues	$	2,774	$	2,786	$	8,044	$	6,435

Operating earnings (loss):
DIS business	$	713	$	840	$	2,026	$	1,325
All other operating segments	8		16		26		29
General corporate activities	(69)		(138)		(207)		(178)
Total operating income	652		718		1,845		1,176
Non-operating income (expense), net	2		35		252		(50)
Income before income taxes and equity in earnings of equity method investees	654		753		2,097		1,126
Income tax expense	(153)		(177)		(483)		(269)
Equity in earnings of equity method investees, net of taxes	26		15		53		33


Net income	527		591		1,667		890
Less: Net income attributable to noncontrolling interests	22		23		62		38
Net income attributable to Quest Diagnostics	$	505	$	568	$	1,605	$	852

Net revenues by major service were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Routine clinical testing services	$	1,210	$	1,055	$	3,392	$	2,812
COVID-19 testing services	709		965		2,048		1,571
Gene-based and esoteric (including advanced diagnostics) testing services	646		556		1,972		1,491
Anatomic pathology testing services	138		133		408		343
All other	71		77		224		218
Total net revenues	$	2,774	$	2,786	$	8,044	$	6,435

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, 2021 and 2020 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.

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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 2020 Annual Report on Form 10-K.

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Healthcare insurers:
Fee-for-service	41	%	33	%	39	%	33	%
Capitated	2		2		3		3
Total healthcare insurers	43		35		42		36
Government payers	10		10		10		12
Client payers	31		40		33		37
Patients	13		12		12		12
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, 2021		December 31, 2020

Healthcare Insurers	35	%	34	%
Government Payers	6		6
Client Payers	36		46
Patients (including coinsurance and deductible responsibilities)	20		11
Total DIS	97		97
DS	3		3
Net accounts receivable	100	%	100	%

14. TAXES ON INCOME

For the three months ended September 30, 2021 and 2020, the effective income tax rate was 23.4% and 23.7%, respectively. The effective income tax rate for the three months ended September 30, 2021, benefited from a $6 million income tax benefit associated with changes in reserves for uncertain tax positions, and $6 million of excess tax benefits associated with stock-based compensation. The effective income tax rate for the three months ended September 30, 2020, benefited from a lower effective income tax rate, 11.8%, associated with a $70 million gain recognized as a result of the remeasurement of the Company's previously held equity interest in Mid America Clinical Laboratories, LLC ("MACL") to fair value, and $3 million of excess tax benefits associated with stock-based compensation.

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QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

For the nine months ended September 30, 2021 and 2020, the effective income tax rate was 23.1% and 23.9%, respectively. For the nine months ended September 30, 2021, the effective income tax rate benefited from a lower effective income tax rate, 17.6%, on the gain on the sale of the Company's 40% ownership interest in Q2 Solutions (see Note 5). For the nine months ended September 30, 2020, the effective income tax rate benefited from a lower effective income tax rate, 11.8%, associated with a $70 million gain recognized as a result of the remeasurement of the Company's previously held equity interest in MACL to fair value. In addition, the effective income tax rate benefited from $15 million of excess tax benefits associated with stock-based compensation arrangements for both the nine months ended September 30, 2021 and 2020.

15. SUBSEQUENT EVENT

During October 2021, the Company amended its $600 million secured receivables credit facility in order to extend the maturity dates for each underlying commitment by one year while maintaining the aggregate borrowing capacity under the secured receivables credit facility at $600 million. Under the secured receivables credit facility, the Company can borrow against a $250 million loan commitment maturing October 2022 and a $250 million loan commitment maturing October 2023. Additionally, the Company can issue up to $100 million of letters of credit through October 2023. Borrowings under the secured receivables credit facility are collateralized by certain domestic receivables. Interest on borrowings under the secured receivables credit facility are based on either commercial paper rates for highly-rated issuers or LIBOR, plus a spread of 0.725% to 0.80%.

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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, accountable care organizations ("ACOs"), and direct contract entities ("DCEs"). 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.

Third Quarter Highlights


	Three Months Ended September 30,
	2021	2020
	(dollars in millions, except per share data)

Net revenues	$2,774	$2,786
DIS revenues	$2,703	$2,709
Revenue per requisition change	(5.4)%	20.9%
Requisition volume change	5.3%	19.7%
Organic requisition volume change	3.2%	16.6%
DS revenues	$71	$77
Net income attributable to Quest Diagnostics	$505	$568
Diluted earnings per share	$4.02	$4.14
Net cash provided by operating activities	$561	$862

For further discussion of the year-over-year changes for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, see Results of Operations below.

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Impact of COVID - 19

As a novel strain of coronavirus (COVID-19) continues to impact the economy of the United States and other countries around the world, we are committed to being a part of the coordinated public and private sector response to this unprecedented challenge. We have made substantial investments to expand the amount of COVID-19 testing available to the country. We have been effectively managing challenges in the global supply chain; and, at this point, we have sufficient supplies to conduct our business.

During 2020 and 2021, our testing volume and revenues were materially impacted by the COVID-19 pandemic.

Beginning in March 2020, we experienced a material decline in base testing volume (which excludes COVID-19 testing) due to the COVID-19 pandemic. The decrease in base testing volume was driven by federal, state and local governmental policies and initiatives designed to reduce the transmission of COVID-19, a significant reduction in physician office visits, the cancellation of elective medical procedures, customers closing or severely curtailing their operations (voluntarily or in response to government orders), and the adoption of work-from-home policies, all of which have had, and may continue to have, an impact on our operating results, financial position and cash flows.

During May and June 2020, we began to experience a recovery in base testing volume, which continued in 2021. The recovery trend stalled somewhat in August 2021, but resumed in September 2021. The recovery has been driven by people returning to the healthcare system as well as contributions from new Professional Laboratory Services offerings. For the first, second and third quarters of 2021, our base testing volume, excluding volume associated with recent acquisitions, was 2.8% below, 1.9% above and 3.8% above our historical first, second and third quarter of 2019 levels, respectively. Recent agreements associated with our Professional Laboratory Services offerings contributed 5.2%, 5.8% and 5.2% volume growth compared to 2019 for the first, second and third quarters of 2021, respectively. Unless there is a change in the severity of the COVID-19 pandemic, we believe that there will be a continued return to healthcare with, in some cases, patients pursuing care delayed during the COVID-19 pandemic.

Beginning in the second quarter of 2020, we experienced growing demand for COVID-19 testing services and we expanded our capacity throughout 2020 in order to satisfy the demand, which has had a significant impact on our testing volumes. During 2021, demand for our COVID-19 testing has generally fluctuated in line with changes in the prevalence of the virus and related variants. We expect demand to trend down through the remainder of 2021.

Additionally, our revenue per requisition has been positively impacted by COVID-19 molecular testing. In April 2020 the Centers for Medicare and Medicaid Services ("CMS") announced that it would increase the reimbursement for certain COVID-19 molecular tests making use of high-throughput technologies developed by the private sector that allow for increased testing capacity, faster results, and more effective means of combating the spread of the virus to $100 per test, effective April 14, 2020. Beginning January 1, 2021, Medicare changed the base reimbursement rate for COVID-19 diagnostic tests run on high-throughput technologies to $75 per test with an additional payment of $25 per test if the laboratory (1) completes the test in two calendar days or less and (2) completes the majority of its COVID-19 tests that use high throughput technology in two calendar days or less for all of its patients in the previous month. Certain healthcare insurers have now moved to a similar reimbursement model for COVID-19 molecular tests.

We believe the COVID-19 pandemic’s impact on our consolidated results of operations, financial position and cash flows will be primarily driven by: the severity and duration of the COVID-19 pandemic; healthcare insurer, government, and client payer reimbursement rates for COVID-19 molecular testing; the COVID-19 pandemic’s impact on the U.S. healthcare system and the U.S. economy; and the timing, scope and effectiveness of federal, state and local governmental responses to the COVID-19 pandemic, including the impact of vaccination efforts. We may also be impacted by changes in the severity of the COVID-19 pandemic at different times in the various cities and regions where we operate and offer services. Even as the COVID-19 pandemic moderates over time and the business and social distancing restrictions ease, we may continue to experience similar effects to our businesses, consolidated results of operations, financial position and cash flows. In the longer term, given the many challenges that hospitals will face, we may have more opportunities to partner with hospitals to help achieve their laboratory strategies, and the COVID-19 pandemic may also be a further catalyst for consolidation in the laboratory testing industry.

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Acquisition of the Outreach Laboratory Services Business of Mercy Health

On June 1, 2021, we completed the acquisition of the outreach laboratory services business of Mercy Health, which serves providers and patients in Arkansas, Kansas, Missouri and Oklahoma, in an all-cash transaction for $225 million. The acquired business is included in our DIS business.

For further details, see Note 4 to the interim unaudited consolidated financial statements.

Sale of Ownership Interest in Q2 Solutions® ("Q2 Solutions") to IQVIA Holdings, Inc. ("IQVIA")

On April 1, 2021, we sold our 40% ownership interest in Q2 Solutions, our clinical trials central laboratory services joint venture, to IQVIA, our joint venture partner, for $760 million in an all-cash transaction. The sales price is subject to customary post-closing adjustments. Prior to the transaction, we accounted for our minority interest as an equity method investment. As a result of the transaction, during the nine months ended September 30, 2021, we recorded a $314 million pre-tax gain in other income, net in the consolidated statement of operations based on the difference between the net sales proceeds and the carrying value of the investment, including $20 million of cumulative translation losses which were previously recorded in accumulated other comprehensive loss. During the nine months ended September 30, 2021, we also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit.

Under a multi-year agreement, we will remain the strategic preferred laboratory provider for Q2 Solutions' clients, providing a range of lab testing capabilities to augment Q2 Solutions' core offerings and extend its industry leading suite of services.

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

Accelerated Share Repurchase Agreements ("ASRs")

In April 2021, we entered into ASRs with several financial institutions to repurchase $1.5 billion of our common stock as part of our share repurchase program. Each of the ASRs was structured to permit us to purchase shares immediately with the final purchase price of those shares determined by the volume-weighted average price of our common stock during the repurchase period, less a fixed discount. During the nine months ended September 30, 2021, we paid $1.5 billion to the financial institutions and received 9.1 million shares of our common stock, at an initial price of $132.27 per share for a value of $1.2 billion, which represents 80% of the total value of shares to be repurchased under the ASRs. The ASR contracts will be completed during the fourth quarter of 2021.

For further details regarding the ASRs and our repurchases of our common stock, see Note 9 to the interim unaudited consolidated financial statements.

Medicare Sequestration

In April 2021, the suspension of Medicare sequestration, which has resulted in a small benefit to us in the form of higher reimbursement rates for diagnostic testing services performed on behalf of Medicare beneficiaries, was extended through the end of 2021.

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 deliver savings of approximately 3% of our costs.

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 and automation; and optimization initiatives in our lab network and patient service center network. 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.

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For the nine months ended September 30, 2021, we incurred $47 million of pre-tax charges under our Invigorate program primarily consisting of systems conversion and integration costs, all of which result in cash expenditures. Additional restructuring charges may be incurred in future periods as we identify additional opportunities to achieve further cost savings.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies from those disclosed in our 2020 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.

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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,
	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
	(dollars in millions, except per share amounts)
Net revenues:
DIS business	$	2,703		$	2,709		$	(6)	(0.2)	%	$	7,820		$	6,217		$	1,603	25.8	%
DS businesses	71			77			(6)		(8.0)		224			218			6		2.5
Total net revenues	$	2,774		$	2,786		$	(12)	(0.4)	%	$	8,044		$	6,435		$	1,609	25.0	%

Operating costs and expenses and other operating income:
Cost of services	$	1,670		$	1,580		$	90	5.6	%	$	4,861		$	4,071		$	790	19.4	%
Selling, general and administrative	427			396			31		7.9		1,263			1,103			160		14.4
Amortization of intangible assets	25			27			(2)		(2.8)		77			77			—		1.5

Other operating expense (income), net	—			65			(65)		NM		(2)			8			(10)		NM
Total operating costs and expenses, net	$	2,122		$	2,068		$	54	2.7	%	$	6,199		$	5,259		$	940	17.9	%

Operating income	$	652		$	718		$	(66)	(9.3)	%	$	1,845		$	1,176		$	669	56.9	%

Other income (expense):
Interest expense, net	$	(38)		$	(42)		$	4	(9.3)	%	$	(114)		$	(124)		$	10	(8.0)	%
Other income, net	40			77			(37)		NM		366			74			292		NM
Total non-operating income (expense), net	$	2		$	35		$	(33)	NM		$	252		$	(50)		$	302	NM

Income tax expense	$	(153)		$	(177)		$	24	(14.0)	%	$	(483)		$	(269)		$	(214)	79.7	%

Effective income tax rate	23.4		%	23.7		%					23.1		%	23.9		%

Equity in earnings of equity method investees, net of taxes	$	26		$	15		$	11	67.2	%	$	53		$	33		$	20	61.4	%





Net income attributable to Quest Diagnostics	$	505		$	568		$	(63)	(11.0)	%	$	1,605		$	852		$	753	88.4	%



Diluted earnings per common share attributable to Quest Diagnostics' common stockholders	$	4.02		$	4.14		$	(0.12)	(2.8)	%	$	12.41		$	6.25		$	6.16	98.5	%

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,
	2021		2020		2021		2020
Net revenues:
DIS business	97.4	%	97.2	%	97.2	%	96.6	%
DS businesses	2.6		2.8		2.8		3.4
Total net revenues	100.0	%	100.0	%	100.0	%	100.0	%

Operating costs and expenses and other operating income:
Cost of services	60.2	%	56.7	%	60.4	%	63.3	%
Selling, general and administrative	15.4		14.2		15.7		17.1
Amortization of intangible assets	0.9		1.0		1.0		1.2

Other operating expense (income), net	—		2.3		—		0.1
Total operating costs and expenses, net	76.5	%	74.2	%	77.1	%	81.7	%

Operating income	23.5	%	25.8	%	22.9	%	18.3	%

Operating Results

Results for the three months ended September 30, 2021 were affected by certain items that on a net basis increased diluted earnings per share by $0.06 as follows:

•a net pre-tax gain of $41 million (a $42 million gain recorded in other income, net and a $3 million gain recorded in equity in earnings of equity method investees, net of taxes, partially offset by $4 million of costs recorded in selling, general and administrative expenses), or $0.25 per diluted share, primarily due to gains associated with changes in the carrying value of our strategic investments, partially offset by 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 $6 million, or $0.04 per diluted share, recorded in income tax expense; partially offset by

•pre-tax amortization expense of $25 million, or $0.15 per diluted share; and

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

Results for the nine months ended September 30, 2021 were affected by certain items that on a net basis increased diluted earnings per share by $1.50 as follows:

•a pre-tax gain recorded in other income, net of $314 million, or $2.00 per diluted share, on the sale of our 40% ownership interest in Q2 Solutions;

•a net pre-tax gain of $28 million (a $42 million gain recorded in other income, net, partially offset by $9 million of costs recorded in selling, general and administrative expenses, and $5 million of net charges recorded in equity in earnings of equity method investees), or $0.18 per diluted share, primarily due to gains associated with changes in the carrying value of our strategic investments, partially offset by costs associated with donations, contributions and other financial support through Quest for Health Equity, and a non-cash impairment charge to the carrying value of an equity method investment; and

•excess tax benefits associated with stock-based compensation arrangements of $15 million, or $0.11 per diluted share, recorded in income tax expense; partially offset by

•pre-tax amortization expense of $79 million ($77 million in amortization of intangible assets and $2 million in equity in earnings of equity method investees, net of taxes) or $0.46 per diluted share;

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•pre-tax charges of $51 million ($26 million in cost of services and $25 million in selling, general and administrative expenses), or $0.30 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; and

•pre-tax charges of $4 million in cost of services, or $0.03 per diluted share, representing the impact of certain items resulting from the COVID-19 pandemic including incremental costs incurred to protect the health and safety of our employees and customers.

For both the three and nine months ended September 30, 2021, diluted earnings per share benefited from the impact of the ASRs on our weighted average shares outstanding as compared to the prior year periods.

Results for the three months ended September 30, 2020 were affected by certain items that on a net basis reduced diluted earnings per share by $0.17 as follows:

•net pre-tax charges of $69 million (charges of $65 million in other operating expense (income), net, $3 million in cost of services and $1 million in equity in earnings of equity method investees, net of taxes), or $0.39 per diluted share, representing the impact of certain items resulting from the COVID-19 pandemic, including the reversal of $65 million of income previously recognized during the second quarter of 2020 attributable to the receipt of funds from the government that were appropriated to healthcare providers under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and, to a lesser extent, incremental costs incurred primarily to protect the health and safety of our employees and customers;

•pre-tax amortization expense of $30 million ($27 million in amortization of intangible assets and $3 million in equity in earnings of equity method investees, net of taxes) or $0.16 per diluted share; and

•pre-tax charges of $18 million ($11 million in cost of services and $7 million in selling, general and administrative expenses), or $0.10 per diluted share, representing costs primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; partially offset by

•a pre-tax gain of $70 million, or $0.46 per diluted share, recognized in other income, net based on the difference between the fair value and the carrying value of an equity interest; and

•excess tax benefits associated with stock-based compensation arrangements of $3 million, or $0.02 per diluted share, recorded in income tax expense.

Results for the nine months ended September 30, 2020 were affected by certain items that on a net basis reduced diluted earnings per share by $0.44 as follows:

•pre-tax amortization expense of $86 million ($77 million in amortization of intangible assets and $9 million in equity in earnings of equity method investees, net of taxes) or $0.47 per diluted share;

•pre-tax charges of $52 million ($38 million of charges in cost of services, $8 million of charges in selling, general and administrative expenses and $8 million of charges in other operating expense (income), net, partially offset by a $2 million gain in equity in earnings of equity method investees, net of taxes), or $0.29 per diluted share, representing the impact of certain items resulting from the COVID-19 pandemic, principally including expense associated with a one-time payment to eligible employees to help offset expenses they incurred as a result of COVID-19, certain asset impairment charges, and incremental costs incurred primarily to protect the health and safety of our employees and customers; and

•pre-tax charges of $43 million ($21 million in cost of services and $22 million in selling, general and administrative expenses), or $0.25 per diluted share, primarily associated with systems conversions and integration incurred in connection with further restructuring and integrating our business; partially offset by

•a pre-tax gain of $70 million, or $0.46 per diluted share, recognized in other income, net based on the difference between the fair value and the carrying value of an equity interest; and

•excess tax benefits associated with stock-based compensation arrangements of $15 million, or $0.11 per diluted share, recorded in income tax expense.

Net Revenues

Net revenues for the three months ended September 30, 2021 decreased by 0.4% compared to the prior year period.

DIS revenues for the three months ended September 30, 2021 decreased by 0.2% compared to the prior year period. For the three months ended September 30, 2021:

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•Acquisitions contributed approximately 1.5% to DIS revenue with organic revenue (revenue excluding the impact of recent acquisitions) down by 1.7% compared to the prior year period. The decrease in organic revenue was driven by a decrease in COVID-19 molecular testing, partially offset by growth in the base business.

•Revenues in the base business (including the impact of recent acquisitions) increased by 14.3% compared to the prior year period, which was negatively impacted as a result of the COVID-19 pandemic. Compared to historical levels in the third quarter of 2019, revenues in the base business, excluding revenue associated with recent acquisitions, increased by 1.7%. Recent agreements associated with our Professional Laboratory Services offerings contributed 2.3% revenue growth compared to 2019.

•DIS volume increased by 5.3% with organic volume and acquisitions contributing approximately 3.2% and 2.1%, respectively. Organic volume growth was driven by growth in the base business, partially offset by a decrease in volume associated with COVID-19 molecular testing.

•Testing volume in the base business (including the impact of recent acquisitions) continued to recover and was up 13.6% compared to the prior year period, which was negatively impacted as a result of the COVID-19 pandemic. Compared to historical levels in the third quarter of 2019, testing volume in the base business, excluding volume associated with recent acquisitions, increased 3.8%. Recent agreements associated with our Professional Laboratory Services offerings contributed 5.2% volume growth compared to 2019.

•Revenue per requisition decreased by 5.4% compared to the prior year period driven in large part by the decrease in COVID-19 molecular testing and growth in our Professional Laboratory Services engagements, which carry a lower revenue per requisition than the average for the remainder of the DIS business.

Net revenues for the nine months ended September 30, 2021 increased by 25.0% compared to the prior year period.

DIS revenues for the nine months ended September 30, 2021 increased by 25.8% compared to the prior year period. For the nine months ended September 30, 2021:

•Organic revenue and acquisitions contributed approximately 23.6% and 2.2%, respectively, to DIS revenue growth compared to the prior year period. Organic revenue growth was driven by growth in the base business and demand for COVID-19 molecular testing.

•Revenues in the base business (including the impact of recent acquisitions) increased by 24.2% compared to the prior year period, which was negatively impacted as a result of the COVID-19 pandemic. Compared to historical levels in the first nine months of 2019, revenues in the base business, excluding revenue associated with recent acquisitions, increased by 0.1%. Recent agreements associated with our Professional Laboratory Services offerings contributed 2.3% revenue growth compared to 2019.

•DIS volume increased by 22.9% with organic volume and acquisitions contributing approximately 19.2% and 3.7%, respectively. Organic volume growth was driven by growth in the base business and, to a lesser extent, demand for COVID-19 molecular testing.

•Testing volume in the base business (including the impact of recent acquisitions) continued to recover and was up 22.6% compared to the prior year period, which was negatively impacted as a result of the COVID-19 pandemic. Compared to historical levels in the first nine months of 2019, testing volume in the base business, excluding volume associated with recent acquisitions, increased by 1.0%. Recent agreements associated with our Professional Laboratory Services offerings contributed 5.4% volume growth compared to 2019.

•Revenue per requisition increased by 2.2% compared to the prior year period driven, in large part, by COVID-19 molecular testing, partially offset by growth in our Professional Laboratory Services engagements, which carry a lower revenue per requisition than the average for the remainder of the DIS business.

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, 2021, cost of services increased by $90 million compared to the prior year period. The increase was primarily driven by higher compensation and benefit costs, higher variable expenses related to increased testing volumes, expense associated with a payment to eligible employees to help offset expenses they incurred as a result of COVID-19, and additional operating costs associated with our acquisitions, partially offset by lower supplies expense as a result of test mix.

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For the nine months ended September 30, 2021, cost of services increased by $790 million compared to the prior year period. The increase was primarily driven by higher variable expenses related to increased testing volumes as well as test mix and a higher supply cost associated with COVID-19 testing, higher compensation and benefits costs, and, to a lesser extent, additional operating costs associated with our acquisitions.

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 increased by $31 million for the three months ended September 30, 2021, compared to the prior year period, primarily driven by higher variable expenses to support our increase in testing volumes, partially offset by lower performance-based compensation.

SG&A increased by $160 million for the nine months ended September 30, 2021, compared to the prior year period, primarily driven by higher variable expenses to support our increase in testing volumes.

Amortization Expense

For the three months ended September 30, 2021, amortization expense decreased by $2 million.

For the nine months ended September 30, 2021, amortization expense was flat compared to the prior year period.

Other Operating Expense (Income), Net

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

For the three months ended September 30, 2020, other operating expense (income), net primarily represents the reversal of $65 million of income that was previously recognized during the three months ended June 30, 2020 relating to the receipt of funds that were appropriated to healthcare providers under the CARES Act.

During the nine months ended September 30, 2020, other operating expense (income), net primarily represents impairment charges due to the impact of the COVID-19 pandemic.

Interest Expense, Net

Interest expense, net decreased for the three months ended September 30, 2021 compared to the prior year period, primarily due to lower average outstanding indebtedness.

Interest expense, net decreased for the nine months ended September 30, 2021 compared to the prior year period, primarily due to lower average outstanding indebtedness and, to a lesser extent, lower interest rates due to recent refinancing transactions, including the termination of our interest rate swap agreements in April 2020, which resulted in a deferred gain that is being amortized as a reduction of interest expense, net over the remaining term of the associated debt.

Other Income, Net

Other 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.

For the three months ended September 30, 2021, other income, net includes $42 million in gains associated with changes in the carrying value of our strategic investments. For the three months ended September 30, 2020, other income, net includes a $70 million gain recognized as a result of the remeasurement of our previously held equity interest in Mid America Clinical Laboratories, LLC ("MACL") to fair value in conjunction with our acquisition of the remaining 56% interest in MACL from our joint venture partners.

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For the nine months ended September 30, 2021, other income, net includes a $314 million pre-tax gain on the sale of our 40% ownership interest in Q2 Solutions, our clinical trials central laboratory services joint venture, to IQVIA, our joint venture partner and $42 million in gains associated with changes in the carrying value of our strategic investments. For the nine months ended September 30, 2020, other income, net includes a $70 million gain recognized as a result of the remeasurement of our previously held equity interest in MACL.

Income Tax Expense

Income tax expense for the three months ended September 30, 2021 and 2020 was $153 million and $177 million, respectively. The decrease in income tax expense for the three months ended September 30, 2021 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.

For the three months ended September 30, 2021 and 2020, the effective income tax rate was 23.4% and 23.7%, respectively. The effective income tax rate for the three months ended September 30, 2021, benefited from a $6 million income tax benefit associated with changes in reserves for uncertain tax positions, and $6 million of excess tax benefits associated with stock-based compensation. The effective income tax rate for the three months ended September 30, 2020, benefited from a lower effective income tax rate, 11.8%, associated with a $70 million gain recognized as a result of the remeasurement of our previously held equity interest in MACL to fair value, and $3 million of excess tax benefits associated with stock-based compensation.

Income tax expense for the nine months ended September 30, 2021 and 2020 was $483 million and $269 million, respectively. The increase in income tax expense for the nine months ended September 30, 2021 compared to the prior year period was primarily driven by an increase in income before income taxes and equity in earnings of equity method investees.

For the nine months ended September 30, 2021 and 2020, the effective income tax rate was 23.1% and 23.9%, respectively. For the nine months ended September 30, 2021, the effective income tax rate benefited from a lower effective income tax rate, 17.6%, on the gain on the sale of our 40% ownership interest in Q2 Solutions. For the nine months ended September 30, 2020, the effective income tax rate benefited from a lower effective income tax rate, 11.8%, associated with a $70 million gain recognized as a result of the remeasurement of our previously held equity interest in MACL to fair value. In addition, the effective income tax rate benefited from $15 million of excess tax benefits associated with stock-based compensation arrangements for both the nine months ended September 30, 2021 and 2020.

Equity in Earnings of Equity Method Investees, Net of Taxes

Equity in earnings of equity method investees, net of taxes increased for the three months ended September 30, 2021 by $11 million compared to the prior year period primarily due to recovery in the base business (which excludes COVID-19 testing) of the investees, which was negatively impacted in 2020 as a result of the COVID-19 pandemic, and demand for COVID-19 testing services.

Equity in earnings of equity method investees, net of taxes increased for the nine months ended September 30, 2021 by $20 million compared to the prior year period primarily due to the demand for COVID-19 testing services and recovery in the base business of the investees, partially offset by lower equity earnings as a result of the sale of our 40% ownership interest in Q2 Solutions.

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, 2021 and December 31, 2020, the fair value of our debt was estimated at approximately $4.5 billion and $4.6 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, 2021 and December 31, 2020, the estimated fair value exceeded the carrying value of the debt by $461 million and $597 million,

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respectively. A hypothetical 10% increase in interest rates (representing 21 basis points as of September 30, 2021 and 17 basis points as of December 31, 2020) would potentially reduce the estimated fair value of our debt by approximately $86 million and $82 million as of September 30, 2021 and December 31, 2020, respectively.

Borrowings under our secured receivables credit facility and our senior unsecured revolving credit facility are subject to variable interest rates. Interest on our secured receivables credit facility is based on either commercial paper rates for highly rated issuers, or LIBOR, plus a spread. As of September 30, 2021, 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 and our leverage ratio. As such, our borrowing cost under this credit arrangement is subject to fluctuations in interest rates, our leverage ratio and changes in our public debt ratings. As of September 30, 2021, the borrowing rates under these debt instruments were: for our secured receivables credit facility, commercial paper rates for highly-rated issuers or LIBOR, plus a spread of 0.825% to 0.950%; and for our senior unsecured revolving credit facility, LIBOR plus 1.125%. During October 2021, we amended the secured receivables credit facility and the borrowing rates are based on commercial paper rates for highly rated issuers, or, LIBOR, plus a spread, following the amendment, of 0.725% to 0.80%. As of September 30, 2021, there were no borrowings outstanding under either our $600 million secured receivables credit facility or our $750 million senior unsecured revolving credit facility. The amendment to the secured receivables credit facility did not change the total borrowing capacity under the facility.

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 13 to the audited consolidated financial statements included in our 2020 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 15 to the audited consolidated financial statements included in our 2020 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. 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. During the three months ended September 30, 2021, certain of our equity investments became publicly-traded and, based on the readily determinable fair values of such investments, we recognized gains of $42 million in other income, net in our consolidated statement of operations.

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 $6 million as of September 30, 2021.

We do not hedge our equity price risk. As of September 30, 2021, a 10% change in the fair values of our equity investments with readily determinable fair values would have impacted our consolidated statement of operations by $5 million. 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.

In conjunction with the preparation of our September 30, 2021 financial statements, we considered whether the carrying values of our investments were impaired and concluded that no such impairment existed.

Liquidity and Capital Resources

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	Nine Months Ended September 30,				Change
	2021		2020
	(dollars in millions)
Net cash provided by operating activities	$	1,752	$	1,464	$	288
Net cash provided by (used in) investing activities	248		(604)		852
Net cash used in financing activities	(2,171)		(447)		(1,724)
Net change in cash and cash equivalents and restricted cash	$	(171)	$	413	$	(584)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly-liquid short-term investments. Cash and cash equivalents as of September 30, 2021 totaled $987 million, compared to $1,158 million as of December 31, 2020.

As of September 30, 2021, approximately 5% of our $987 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, 2021 and 2020 was $1,752 million and $1,464 million, respectively. The $288 million increase in net cash provided by operating activities for the nine months ended September 30, 2021, compared to the prior year period was primarily a result of:

•higher operating income in 2021 as compared to 2020; and, to a lesser extent,

•the timing of movements in our working capital accounts; partially offset by

•a $354 million increase in income tax payments due to higher operating income in 2021 as compared to 2020;

•higher performance-based compensation payments in 2021 compared to 2020; and

•$138 million in proceeds in the 2020 period that we received from funds that were appropriated to healthcare providers under the CARES Act, which funds were returned during the fourth quarter of 2020.

Days sales outstanding ("DSO"), a measure of billing and collection efficiency, was 47 days as of September 30, 2021, 46 days as of December 31, 2020 and 47 days as of September 30, 2020. Recent changes in our DSO are partially due to fluctuations in our monthly revenue due to the impact of the COVID-19 pandemic.

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities for the nine months ended September 30, 2021 and 2020 was $248 million and $(604) million, respectively. This $852 million change in cash provided by (used in) investing activities for the nine months ended September 30, 2021, compared to the prior year period was primarily a result of $755 million of net cash proceeds received from the sale of our 40% ownership interest in Q2 Solutions, and, to a lesser extent, a $78 million decrease in business acquisitions, net of cash acquired.

Cash Flows from Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2021 and 2020 was $2,171 million and $447 million, respectively. This $1,724 million increase in cash used in financing activities for the nine months ended September 30, 2021, compared to the prior year period was primarily a result of:

•a $1,835 million increase in repurchases of our common stock (see "Share Repurchase Program" for further details); and, to a lesser extent,

•a $41 million increase in distributions to noncontrolling interest partners; and

•a $36 million decrease in proceeds from the exercise of stock options, which was a result of a decrease in the volume of stock options exercised compared to the prior year; partially offset by

•$253 million of net debt repayments (repayments of debt less proceeds from borrowings) in 2020 compared to $2 million of net debt repayments in 2021.

During the nine months ended September 30, 2021, there were no borrowings or repayments under our secured receivables credit facility or senior unsecured revolving credit facility.

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During the nine months ended September 30, 2020, we completed the issuance of our 2.80% senior notes due June 2031. Additionally, during the nine months ended September 30, 2020, we redeemed in full the outstanding indebtedness under our senior notes due January 2020 and senior notes due March 2020 using net proceeds from the issuance, in December 2019, of our 2.95% senior notes due June 2030, along with cash on hand. During the nine months ended September 30, 2020, we borrowed $100 million under our secured receivables credit facility and $100 million under our senior unsecured revolving credit facility, which were repaid prior to September 30, 2020.

Dividend Program

During each of the first three quarters of 2021, our Board of Directors declared a quarterly cash dividend of $0.62 per common share. During each of the four quarters of 2020, our Board of Directors declared a quarterly cash dividend of $0.56 per common share.

Share Repurchase Program

In each of February and March 2021, our Board of Directors increased the size of our share repurchase program by $1 billion. As of September 30, 2021, $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, 2021, we repurchased 12.5 million shares of our common stock for a value of $1.6 billion, including 9.1 million shares repurchased under ASRs. See "Third Quarter Highlights" above for further details.

For the nine months ended September 30, 2020, we repurchased 0.7 million shares of our common stock for $75 million.

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, 2021 financial statements, we considered whether the carrying values of our equity method investments were impaired and, during the nine months ended September 30, 2021, we recorded an $8 million impairment charge for one of the investments.

For further details regarding related party transactions with our equity method investees, see Note 20 to the audited consolidated financial statements in our 2020 Annual Report on Form 10-K.

Requirements and Capital Resources

We estimate that we will invest approximately $400 million during 2021 for capital expenditures, to support and grow our existing operations, principally related to investments in information technology, laboratory equipment and facilities, including COVID-19 testing equipment and completion of our new multi-year laboratory construction in New Jersey, and investments in our advanced diagnostics and consumer growth strategies.

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Together with the Quest Diagnostics Foundation, during 2020 we launched a multi-year initiative to reduce health disparities in underserved communities, including those impacted by the COVID-19 pandemic. As part of this initiative, we plan to offer testing services and fund a range of initiatives estimated to total more than $100 million aimed at improving access to testing and awareness of the value of diagnostic insights in managing overall health.

As of September 30, 2021, we had $1.3 billion of borrowing capacity available under our existing credit facilities, including $530 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility. There were no borrowings under these credit facilities as of September 30, 2021. 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, 2021. The secured receivables credit facility includes a $250 million loan commitment which matures in October 2022, and a $250 million loan commitment and a $100 million letter of credit facility which matures in October 2023. The senior unsecured revolving credit facility matures in March 2023. For further details regarding our credit facilities, see Note 13 to the audited consolidated financial statements in our 2020 Annual Report on Form 10-K and Note 15 to the interim unaudited consolidated financial statements.

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, 2021, 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 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, impacts of the COVID-19 pandemic and measures taken in response, 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 2021, 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 1A. Risk Factors

The IT systems that we rely on may be subject to unauthorized tampering, cyberattack or other security breach

Our IT systems have been and are subject to potential cyberattacks, tampering or other security breaches. These attacks, if successful, could result in shutdowns or significant disruptions of our IT systems and/or in unauthorized persons exfiltrating and misappropriating intellectual property and other confidential information, including patient and employee data that we collect, transmit and store on and through our IT systems.

External actors may develop and deploy viruses, other malicious software programs, ransomware attacks, distributed denial of service attacks or other attempts to harm or obtain unauthorized access to our systems. External actors may also deploy programs targeting our employees which are designed to attack our IT systems or otherwise exploit security vulnerabilities through programs such as electronic spamming, phishing, smishing, spear phishing or similar tactics. As a result of the difficulty in detecting many of these attacks, intrusions and breaches, failures or losses may be repeated or compounded before they are discovered or rectified, which could further increase these costs and consequences.

Although the Company has robust security measures implemented, which are monitored and routinely tested both by internal resources and external parties, cyber threats against us continue to evolve and may not be recognized until after an incident. In August 2021, ReproSource, our subsidiary, experienced a data security incident in which an unauthorized party may have accessed or acquired protected health information and personally identifiable information of ReproSource patients (in connection with the incident, ReproSource discovered and contained ransomware). The Company’s other systems were not impacted or compromised by this incident. The attacks we have experienced have not materially disrupted, interrupted, damaged or shutdown the Company's IT systems, or materially disrupted the Company's performance of its business, but the mitigation or remediation efforts that we undertake may require expenditures of significant resources and divert the attention of management. There can be no assurance that the Company can anticipate all evolving future attacks, viruses or intrusions, implement adequate preventative measures, or remediate any security vulnerabilities. If our IT systems are successfully attacked, it could result in major disruption of our business, compromise confidential information, and result in litigation and potential liability for the Company, government investigation, significant damage to our reputation or otherwise adversely affect our business.

In addition, third parties to whom we outsource certain of our services or functions, or with whom we interface, store or process confidential patient and employee data or other confidential information, as well as those third parties’ providers, are also subject to the risks outlined above. For example, in June 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”), informed the Company about a data security incident involving AMCA. AMCA, which provided debt collection services for a company that provides revenue management services to the Company, informed the Company in May 2019 that AMCA had learned that an unauthorized user had access to AMCA’s system during 2018 and 2019. AMCA’s affected system included financial, medical and other personal information. The Company’s systems or databases were not involved in this incident. A breach or attack affecting third parties with whom we engage could also harm our business, results of operations and reputation and subject us to liability.

We have taken, and continue to take, precautionary measures to reduce the risk of, and detect and respond to, future cyber threats, and prevent or minimize vulnerabilities in our IT systems, including the loss or theft of intellectual property, patient and employee data or other confidential information that we obtain and store on our systems. We also have taken, and will continue to take, measures to assess the cybersecurity protections used by third parties to whom we outsource certain of our services or functions, or with whom we interface, store or process confidential patient and employee data or other confidential information. In addition, we collaborate with government agencies regarding potential cyber threats and have worked with firms that have cyber security expertise to evaluate our systems and the attacks we experience and strengthen our systems. There can be no assurances that our precautionary measures or measures used by our third party providers will prevent, contain or successfully defend against cyber or information security threats that could have a significant impact on our business, results of operations and reputation and subject us to liability.

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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 2021.


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, 2021 – July 31, 2021
Share Repurchase Program (A)	—	$	—	—	$	1,306,502	(C)
Employee Transactions (B)	—	$	—	N/A	N/A
August 1, 2021 – August 31, 2021
Share Repurchase Program (A)	—	$	—	—	$	1,306,502	(C)
Employee Transactions (B)	864	$	149.69	N/A	N/A
September 1, 2021 – September 30, 2021
Share Repurchase Program (A)	—	$	—	—	$	1,306,502	(C)
Employee Transactions (B)	—	$	—	N/A	N/A
Total
Share Repurchase Program (A)	—	$	—	—	$	1,306,502	(C)
Employee Transactions (B)	864	$	149.69	N/A	N/A

(A)Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $11 billion of share repurchases of our common stock through September 30, 2021. The share repurchase authorization has no set expiration or termination date. In each of February and March 2021, the Company's Board of Directors increased the size of its share repurchase program by $1 billion.

(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.

(C)Does not include $300 million of the $1.5 billion second quarter 2021 payment associated with the April 2021 accelerated share repurchase agreements ("ASRs"), which represents 20% percent of the total initial value of shares expected to be repurchased under the ASRs during the fourth quarter of 2021. See Note 9 to the interim unaudited consolidated financial statements for further information regarding the ASRs.

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Item 6.Exhibits

Exhibits:


10.1			The Quest Diagnostics Profit Sharing Plan (Amendment and Restatement, effective as of August 15, 2021)

10.2			Quest Diagnostics Supplemental Deferred Compensation Plan (Post - 2004) Amended and Restated December 1, 2020

22			Subsidiary Guarantors

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			A mendment N o . 5 T o S ixth A mended A nd R estated C redit and Security 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-20210930.xsd

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document - dgx-20210930_cal.xml

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document - dgx-20210930_def.xml

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document - dgx-20210930_lab.xml

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document - dgx-20210930_pre.xml

104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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 22, 2021

Quest Diagnostics Incorporated


By			/s/ Stephen H. Rusckowski
			Stephen H. Rusckowski
			Chairman, Chief Executive Officer
			and President


By			/s/ Mark J. Guinan
			Mark J. Guinan
			Executive Vice President and
			Chief Financial Officer