
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~~March 3031, ~~2024~~2025

☐ 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~~April 15, ~~2024~~2025, there were outstanding 111,~~615~~635,~~181~~472 shares of the registrant’s common stock, $.01 par value.

Table of Contents

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, 2024 and 2023	2
	Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	3
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	4
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	5
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	6
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Consolidated Financial Statements (unaudited)	87
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	2925
Item 3. Quantitative and Qualitative Disclosures About Market Risk
	See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”	4134
Item 4. Controls and Procedures
	Controls and Procedures	4134

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(unaudited)

(in millions, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Net revenues	$	2,~~488~~652	$	2,~~295~~366	$	~~7,251~~	$	~~6,964~~
Operating costs and expenses and other operating income:
Cost of services	1,~~677~~789		1,~~541~~595		~~4,865~~		~~4,647~~
Selling, general and administrative	~~448~~476		~~380~~440		~~1,304~~		~~1,235~~
Amortization of intangible assets	3239		2729		90		81
Other operating expense, net	12		52		7		6
Total operating costs and expenses, net	2,~~158~~306		12,~~953~~066		~~6,266~~		~~5,969~~
Operating income	~~330~~346		~~342~~300		~~985~~		~~995~~
Other income (expense):
Interest expense, net	(4967)		(4043)		~~(136)~~		~~(112)~~
Other income (expense), net	15		(3)		27		10
Other (expense) income, net	(3)		9
Total non-operating expense, net	(3470)		(4334)		~~(109)~~		~~(102)~~
Income before income taxes and equity in earnings of equity method investees	~~296~~276		~~299~~266		~~876~~		~~893~~
Income tax expense	(6559)		(6866)		~~(205)~~		~~(208)~~
Equity in earnings of equity method investees, net of taxes	618		68		14		18
Net income	~~237~~235		~~237~~208		~~685~~		~~703~~
Less: Net income attributable to noncontrolling interests	1115		1214		36		41
Net income attributable to Quest Diagnostics	$	~~226~~220	$	~~225~~194	$	~~649~~	$	~~662~~
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	21.0197	$	1.9974	$	~~5.80~~	$	~~5.87~~
Diluted	$	1.9994	$	1.9672	$	~~5.74~~	$	~~5.79~~
Weighted average common shares outstanding:
Basic	~~112~~111		~~112~~111		~~111~~		~~112~~
Diluted	113		~~114~~112		~~112~~		~~114~~

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(unaudited)

(in millions)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Net income	$	~~237~~235	$	~~237~~208	$	~~685~~	$	~~703~~
Other comprehensive income (loss):
Foreign currency translation adjustment	15		(42)		~~(4)~~		1
Net deferred gain on cash flow hedges, net of taxes	3		—		3		—
Other comprehensive income (loss)	5		(2)
Other comprehensive income (loss) income	4		(4)		(1)		1
Comprehensive income	240		206
Comprehensive income	241		233		684		704
Less: Comprehensive income attributable to noncontrolling interests	15		14
Less: Comprehensive income attributable to noncontrolling interests	11		12		36		41
Comprehensive income attributable to Quest Diagnostics	$	225	$	192
Comprehensive income attributable to Quest Diagnostics	$	230	$	221	$	648	$	663

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND DECEMBER 31, ~~2023~~2024

(unaudited)

(in millions, except per share data)

	September 30,2024		December 31,2023
	March 31,2025		December 31,2024
Assets
Current assets:
Cash and cash equivalents	$	~~764~~188	$	~~686~~549
Accounts receivable, net of allowance for credit losses of $29 and $27 as of September 30, 2024 and December 31, 2023, respectively	1,376		1,210
Accounts receivable, net of allowance for credit losses of $25 and $29 as of March 31, 2025 and December 31, 2024, respectively	1,404		1,304
Inventories	~~184~~189		~~190~~188
Prepaid expenses and other current assets	~~299~~294		~~286~~351
Total current assets	2,~~623~~075		2,~~372~~392
Property, plant and equipment, net	2,~~093~~098		12,~~816~~113
Operating lease right-of-use assets	~~661~~656		~~602~~651
Goodwill	8,~~605~~849		78,~~733~~856
Intangible assets, net	1,~~716~~725		1,~~166~~763
Investments in equity method investees	~~125~~134		~~135~~123
Other assets	~~272~~260		~~198~~255
Total assets	$	1615,~~095~~797	$	1416,~~022~~153
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,~~313~~267	$	1,~~359~~394
Current portion of long-term debt	~~603~~1		~~303~~602
Current portion of long-term operating lease liabilities	~~176~~173		~~153~~173
Total current liabilities	21,~~092~~441		12,~~815~~169
Long-term debt	5,~~648~~858		45,~~410~~615
Long-term operating lease liabilities	~~543~~538		~~503~~535
Other liabilities	~~891~~917		~~876~~938
Commitments and contingencies
Redeemable noncontrolling interest	8081		7683
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both September 30, 2024 and December 31, 2023; 162 shares issued as of both September 30, 2024 and December 31, 2023	2		2
Common stock, par value $0.01 per share; 600 shares authorized as of both March 31, 2025 and December 31, 2024; 162 shares issued as of both March 31, 2025 and December 31, 2024	2		2
Additional paid-in capital	2,~~332~~310		2,~~320~~361
Retained earnings	9,~~222~~490		89,~~825~~360
Accumulated other comprehensive loss	(1583)		(1488)
Treasury stock, at cost; 50 shares and 51 shares as of September 30, 2024 and December 31, 2023, respectively	(4,732)		(4,826)
Treasury stock, at cost; 50 and 51 shares as of March 31, 2025 and December 31, 2024, respectively	(4,790)		(4,857)
Total Quest Diagnostics stockholders’ equity	6,~~809~~929		6,~~307~~778
Noncontrolling interests	3233		35
Total stockholders’ equity	6,~~841~~962		6,~~342~~813
Total liabilities and stockholders’ equity	$	1615,~~095~~797	$	1416,~~022~~153

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(unaudited)

(in millions)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Cash flows from operating activities:
Net income	$	~~685~~235	$	~~703~~208
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~358~~140		~~330~~116
Provision for credit losses	41		—1
Deferred income tax benefit	(21)		(39)
Deferred income tax expense (benefit)	7		(18)
Stock-based compensation expense	6122		5822
Other, net	17(1)		1211
Changes in operating assets and liabilities:
Accounts receivable	(~~140~~101)		(86114)
Accounts payable and accrued expenses	(~~102~~53)		(~~231~~152)
Income taxes payable	3115		—42
Other assets and liabilities, net	~~(23)~~49		~~(2)~~38
Net cash provided by operating activities	~~870~~314		~~745~~154
Cash flows from investing activities:
Business acquisitions, net of cash acquired	~~(1,781)~~—		(~~611~~142)
Capital expenditures	(~~302~~117)		(~~336~~104)
Other investing activities, net	372		—33
Net cash used in investing activities	(~~2,046~~115)		(~~947~~213)
Cash flows from financing activities:
Proceeds from borrowings	~~1,846~~215		~~1,703~~—
Repayments of debt	(~~302~~600)		~~(1,426)~~—
Exercise of stock options	5229		6012
Employee payroll tax withholdings on stock issued under stock-based compensation plans	(2442)		(2823)
Dividends paid	(~~247~~84)		(~~234~~79)
Distributions to noncontrolling interest partners	(3518)		(4111)
Other financing activities, net	(3661)		(452)
Net cash provided by financing activities	1,254		30
Net cash used in financing activities	(561)		(153)
Net change in cash and cash equivalents and restricted cash	78		(172)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	1		—
Cash and cash equivalents and restricted cash, beginning of period	686		315
Net change in cash and cash equivalents and restricted cash	(361)		(212)
Cash and cash equivalents and restricted cash, end of period	$	764	$	143
Cash and cash equivalents and restricted cash, beginning of period	549		686
Cash and cash equivalents and restricted cash, end of period	$	188	$	474

The accompanying notes are an integral part of these statements.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(unaudited)

(in millions)

For the Three Months Ended September 30, 2024		Quest Diagnostics Stockholders’ Equity
For the Three Months Ended March 31, 2025		Quest Diagnostics Stockholders’ Equity
	Shares ofCommon StockOutstanding	CommonStock		AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherCompre-hensive Loss		TreasuryStock, atCost		Non-controllingInterests		TotalStock-holders’Equity
Balance, June 30, 2024	111	$	2	$	2,314	$	9,080	$	(19)	$	(4,760)	$	39	$	6,656
Balance, December 31, 2024	111	$	2	$	2,361	$	9,360	$	(88)	$	(4,857)	$	35	$	6,813
Net income						~~226~~220						1012		~~236~~232
Other comprehensive income, net of taxes								45						45
Dividends declared						(8490)								(8490)
Distributions to noncontrolling interest partners												(1714)		(1714)
Issuance of common stock under benefit plans	1			1(54)						661				7
Stock-based compensation expense				1922										1922
Exercise of stock options	1			1						2329				2429
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(19)						(123)				(142)
Acquisition of additional ownership interest in subsidiary				(3)										(3)
Balance, March 31, 2025	112	$	2	$	2,310	$	9,490	$	(83)	$	(4,790)	$	33	$	6,962
Balance, September 30, 2024	112	$	2	$	2,332	$	9,222	$	(15)	$	(4,732)	$	32	$	6,841
For the Nine Months Ended September 30, 2024		Quest Diagnostics Stockholders’ Equity
	Shares ofCommon StockOutstanding	CommonStock		AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherCompre-hensive Loss		TreasuryStock, atCost		Non-controllingInterests		TotalStock-holders’Equity
Balance, December 31, 2023	111	$	2	$	2,320	$	8,825	$	(14)	$	(4,826)	$	35	$	6,342
Net income						649						32		681
Other comprehensive loss, net of taxes								(1)						(1)
Dividends declared						(252)								(252)
Distributions to noncontrolling interest partners												(35)		(35)
Issuance of common stock under benefit plans				(40)						60				20
Stock-based compensation expense				61										61
Exercise of stock options	1									52				52
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(6)						(18)				(24)
Acquisition of additional ownership interest in subsidiary				(3)										(3)
Balance, September 30, 2024	112	$	2	$	2,332	$	9,222	$	(15)	$	(4,732)	$	32	$	6,841


For the Three Months Ended March 31, 2024		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
Balance, December 31, 2023	111	$	2	$	2,320	$	8,825	$	(14)	$	(4,826)	$	35	$	6,342
Net income						194						13		207
Other comprehensive loss, net of taxes								(2)						(2)
Dividends declared						(84)								(84)
Distributions to noncontrolling interest partners												(11)		(11)
Issuance of common stock under benefit plans				(42)						48				6
Stock-based compensation expense				22										22
Exercise of stock options				(2)						14				12
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(6)						(17)				(23)


Balance, March 31, 2024	111	$	2	$	2,292	$	8,935	$	(16)	$	(4,781)	$	37	$	6,469

The accompanying notes are an integral part of these statements.

Table of Contents

For the Three Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares ofCommon StockOutstanding	CommonStock		AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherCompre-hensive Loss		TreasuryStock, atCost		Non-controllingInterests		TotalStock-holders’Equity
Balance, June 30, 2023	112	$	2	$	2,284	$	8,566	$	(16)	$	(4,587)	$	38	$	6,287
Net income						225						11		236
Other comprehensive loss, net of taxes								(4)						(4)
Dividends declared						(80)								(80)
Distributions to noncontrolling interest partners												(11)		(11)
Issuance of common stock under benefit plans				1						4				5
Stock-based compensation expense				18										18
Exercise of stock options				(1)						13				12
Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463
For the Nine Months Ended September 30, 2023		Quest Diagnostics Stockholders’ Equity
	Shares ofCommon StockOutstanding	CommonStock		AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherCompre-hensive Loss		TreasuryStock, atCost		Non-controllingInterests		TotalStock-holders’Equity
Balance, December 31, 2022	111	$	2	$	2,295	$	8,290	$	(21)	$	(4,673)	$	37	$	5,930
Net income						662						37		699
Other comprehensive income, net of taxes								1						1
Dividends declared						(241)								(241)
Distributions to noncontrolling interest partners												(36)		(36)
Issuance of common stock under benefit plans	1			(40)						60				20
Stock-based compensation expense				58										58
Exercise of stock options				(1)						61				60
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans				(10)						(18)				(28)
Balance, September 30, 2023	112	$	2	$	2,302	$	8,711	$	(20)	$	(4,570)	$	38	$	6,463

The accompanying notes are an integral part of these statements.

Table of Contents

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") work across the healthcare ecosystem to create a healthier world, one life at a time. The Company's diagnostic information services ("DIS") business provides diagnostic insights from the results of its laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, the Company's diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. In the right hands and with the right context, the Company's diagnostic insights can inspire actions that transform lives and create a healthier world. The Company provides services to a broad range of customers within its primary customer channels - physicians (including those associated with accountable care organizations ("ACOs") and Federally Qualified Health Centers ("FQHCs")), hospitals, and patients and consumers. Other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories. The Company offers broad access to clinical testing through a ~~nationwide~~ network of laboratories, patient service centers, phlebotomists in physician offices, and connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals. The Company's large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding the Company's tests and test results, and help them best utilize Quest Diagnostics' services to improve outcomes and enhance satisfaction. The Company's Diagnostic Solutions ("DS") group, which represents the balance of the Company's consolidated net revenues, includes the Company's risk assessment services business, which offers solutions for insurers, and the Company's healthcare information technology businesses, which offer solutions for healthcare providers and payers.

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 ~~2023~~2024 Annual Report on Form 10-K. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, ~~2023~~2024 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 ~~2023~~2024 Annual Report on Form 10-K.

Use of Estimates

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

Earnings Per Share

The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to ~~participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially~~

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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 (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ~~("ASRs")~~, if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities.

New Accounting Standards to be Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board ("FASB") issued a new accounting standard which will require companies to ~~disclose~~make ~~significant~~additional ~~segment~~income ~~expenses~~tax ~~that are regularly provided to the chief operating decision maker ("CODM")~~disclosures. The pronouncement is effective for annual filings for the year ended December 31, ~~2024 and for interim periods within the year ended December 31,~~ 2025. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

In ~~December~~November ~~2023~~2024, the FASB issued a new accounting standard which will require companies to ~~make~~disaggregate ~~additional~~certain income ~~tax~~statement ~~disclosures~~expenses. The pronouncement is effective for annual filings for the year ended December 31, ~~2025.~~2027 and for interim periods within the year ended December 31, 2028. The Company does not expect the adoption of this standard to have a material impact on its results of operations, financial position or cash flows.

In March 2024, the Securities and Exchange Commission issued a rule which will require companies to make certain climate-related disclosures in periodic filings. The rule includes certain disclosures in the footnotes of the financial statements:

•capitalized costs, expenditures expensed, and losses incurred as a result of severe weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level rise;

•capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates if they are used as a material component of a registrant’s plans to achieve its disclosed climate-related targets or goals; and

•whether estimates and assumptions used to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans.

The footnote disclosures are effective for annual filings for the year ended December 31, 2025. The Company is currently evaluating the impact of the adoption of the rule.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Amounts attributable to Quest Diagnostics’ common stockholders:
Net income attributable to Quest Diagnostics	$	~~226~~220	$	~~225~~194	$	~~649~~	$	~~662~~
Less: Earnings allocated to participating securities	1		21		3		4
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted	$	~~225~~219	$	~~223~~193	$	~~646~~	$	~~658~~
Weighted average common shares outstanding – basic	~~112~~111		~~112~~111		~~111~~		~~112~~
Effect of dilutive securities:
Stock options and performance share units	12		21		1		2
Weighted average common shares outstanding – diluted	113		~~114~~112		~~112~~		~~114~~
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic	$	21.0197	$	1.9974	$	~~5.80~~	$	~~5.87~~
Diluted	$	1.9994	$	1.9672	$	~~5.74~~	$	~~5.79~~

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,
	Three Months Ended March 31,
	2024	2023	2024	2023
	2025	2024
Stock options and performance share units	—	1	1	—

4. RESTRUCTURING ACTIVITIES ~~AND IMPAIRMENT CHARGES~~

~~Invigorate Program~~8

The Company is engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement. The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from the current inflationary environment, including labor and benefit cost increases and reimbursement pressures. The Company is leveraging automation and artificial intelligence to improve productivity and also improve quality across the entire value chain, not just in the laboratory. Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

Restructuring and Impairment Charges

The following table provides a summary of the Company's pre-tax restructuring and impairment charges for the three and nine months ended September 30, 2024 and 2023:

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Employee separation costs	$	7	$	1	$	21	$	17
Asset impairment charges	—		—		—		5
Total restructuring and impairment charges	$	7	$	1	$	21	$	22

Invigorate Program

The ~~restructuring~~Company ~~and~~is ~~impairment~~engaged ~~charges~~in ~~incurred~~a ~~for~~multi-year ~~both~~program ~~the~~called ~~three~~Invigorate, ~~and~~which ~~nine~~includes ~~months~~structured ~~ended~~plans ~~September 30,~~to ~~2024~~drive ~~were~~savings ~~associated~~and ~~with~~improve ~~various~~productivity ~~workforce~~across ~~reduction~~the ~~initiatives~~value aschain, ~~the~~including ~~Company~~in ~~continued~~such toareas ~~restructure~~as ~~its~~patient ~~organization. Of~~services, ~~the~~logistics ~~total~~and ~~restructuring~~laboratory ~~and~~operations, ~~impairment~~revenue ~~charges~~services, ~~incurred~~information ~~during~~technology ~~the~~and ~~three~~procurement. The ~~months~~Invigorate ~~ended~~program ~~September 30,~~aims ~~2024,~~to $4deliver ~~million~~3% annual cost savings and $3productivity ~~million~~improvements ~~were~~to ~~recorded~~partially inoffset ~~cost~~pressures offrom ~~services~~the ~~and~~current ~~selling~~inflationary environment, ~~general~~including labor and ~~administrative~~benefit ~~expenses,~~cost ~~respectively~~increases and reimbursement pressures. OfThe ~~the~~Company ~~total~~is ~~restructuring~~leveraging automation and ~~impairment~~artificial ~~charges~~intelligence ~~incurred~~to ~~during~~improve ~~the~~productivity ~~nine~~and ~~months~~also ~~ended~~improve ~~September 30,~~quality ~~2024,~~across ~~$12~~the ~~million~~entire ~~and~~value $9chain, ~~million~~not ~~were~~just ~~recorded~~ in ~~cost~~the laboratory. Other areas of ~~services~~focus include reducing denials and ~~selling~~patient concessions, ~~general~~enhancing ~~and~~the ~~administrative~~digital ~~expenses~~experience, ~~respectively~~and selecting and retaining talent.

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

The Company's pre-tax restructuring charges for the three months ended March 31, 2025 and 2024 were $11 million and $6 million, respectively, entirely related to employee separation costs associated with various workforce reduction initiatives as the Company continued to restructure its organization. Of the total restructuring charges incurred during the three months ended March 31, 2025, $6 million and $5 million were recorded in cost of services and selling, general and administrative expenses, respectively. Of the total restructuring charges incurred during the three months ended March 31, 2024, $4 million and $2 million were recorded in cost of services and selling, general and administrative expenses, respectively.

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

The restructuring liability as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, which is included in accounts payable and accrued expenses, was $1615 million and $1213 million, respectively.

~~5. BUSINESS ACQUISITIONS~~9

During the nine months ended September 30, 2024, the Company completed acquisitions for an aggregate purchase price of $1.8 billion (including contingent consideration initially estimated at $6 million), net of cash acquired, including the acquisitions discussed below. Of such amount, $30 million was prepaid during the twelve months ended December 31, 2023. In the Company's consolidated statement of cash flows for the nine months ended September 30, 2024, such $30 million is included in business acquisitions, net of cash acquired, with a corresponding offset in other investing activities.

The acquisitions preliminarily resulted in goodwill of $872 million, $590 million of which is deductible for tax purposes. See the table below for a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco")

On February 12, 2024, the Company acquired select assets of Lenco, an independent clinical diagnostic laboratory provider serving physicians in New York, in an all-cash transaction for $111 million.

Acquisition of select assets of PathAI Diagnostics

On June 10, 2024, the Company acquired select assets of PathAI Diagnostics, a business that provides anatomic and digital pathology laboratory services, in an all-cash transaction for $100 million.

Acquisition of LifeLabs

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

~~On August 23, 2024, the Company acquired all of the issued and outstanding common shares of LifeLabs Inc~~5. BUSINESS and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs") in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion), net of cash acquired. LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada. The acquisition price is subject to a customary net working capital adjustment. The Company funded the acquisition with a portion of the net proceeds from the issuance of senior notes (see Note 7 for further details).ACQUISITIONS

~~Following~~On August 23, 2024, the ~~acquisition~~Company acquired all of the issued and outstanding common shares of LifeLabs Inc. and all of the partnership interests of BPC Lab Finance LP (collectively, "LifeLabs") in ~~August~~an ~~2024~~all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion), net of cash acquired. LifeLabs ~~contributed~~provides laboratory diagnostic information and digital health connectivity systems in Canada. The Company recorded the assets acquired and liabilities assumed based on a preliminary purchase price allocation. During the three months ended March 31, 2025, the Company revised its preliminary purchase price allocation and recorded a $749 million increase to deferred income tax assets and a corresponding decrease to goodwill. The adjustment did not have a material impact on the Company's consolidated ~~net~~results ~~revenues~~of ~~for~~operations. The preliminary purchase price allocation is based upon a preliminary valuation and the Company's estimates and assumptions are subject to change within the measurement period ~~ending~~as ~~September~~the ~~30,~~valuation ~~2024~~is finalized.

The ~~purchase~~following ~~price~~unaudited ~~allocation~~pro informa ~~the~~combined ~~table~~financial ~~below~~information isreflects ~~based~~the ~~upon~~consolidated astatement ~~preliminary~~of ~~valuation~~operations ~~and~~of the Company's ~~estimates~~as ~~and~~if ~~assumptions~~the ~~are~~acquisition ~~subject~~of toLifeLabs ~~change~~had ~~within~~occurred as of January 1, 2023. The pro forma information includes adjustments primarily related to the ~~measurement~~amortization ~~period~~of asacquired intangible assets, interest expense associated with debt of LifeLabs which was extinguished prior to the ~~valuation~~acquisition, isinterest ~~finalized.~~expense ~~Management~~associated iswith ~~currently~~senior innotes issued to fund the ~~process~~acquisition, the impact on depreciation expense of ~~verifying~~recording ~~data~~acquired property, plant and ~~finalizing~~equipment ~~information~~at fair value, and transaction costs related to the ~~valuation~~LifeLabs acquisition. The pro forma combined financial information does not include the estimated annual synergies expected to be realized upon completion of the integration of LifeLabs and ~~recording~~therefore is not indicative of ~~identifiable~~the ~~intangible~~results ~~assets,~~of ~~certain~~operations ~~other~~as ~~assets~~they ~~and~~would ~~liabilities,~~have ~~and~~been had the ~~corresponding~~transaction ~~effect~~been effected on the ~~amount~~assumed ofdate ~~goodwill~~(in millions, except per share data).

The fair value of the customer related intangible assets in the table below were determined using a multi-period excess earnings method, a form of the income approach, utilizing discount rates ranging from 13.0% to 14.0%. The fair value of the trade name intangible asset in the table below was determined using a relief from royalty method, utilizing a 12.0% discount rate.


	Three Months Ended March 31, 2024


Pro forma net revenues	$	2,535

Pro forma net income attributable to Quest Diagnostics	$	191

Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic	$	1.71
Diluted	$	1.70

~~Pro~~During ~~Forma~~February ~~Combined~~2025, ~~Financial~~the ~~Information~~Company entered into a definitive agreement to acquire select assets of Fresenius Medical Care's wholly-owned Spectra Laboratories, a leading provider of renal-specific laboratory testing services in the U.S. The transaction, which is expected to close in the second half of 2025, remains subject to customary closing conditions.

~~The~~For ~~following~~details ~~unaudited~~regarding ~~pro forma combined financial information reflects~~ the ~~consolidated statement of operations of the~~ Company's as2024 ~~if the acquisition of LifeLabs had occurred as of January 1~~acquisitions, ~~2023. The pro forma information includes adjustments primarily related to the amortization of acquired intangible assets (~~see ~~below), interest expense associated with debt of LifeLabs which was extinguished prior to the acquisition, interest expense associated with senior notes issued to fund the acquisition (see~~ Note ~~7),~~6 ~~the impact on depreciation expense of recording acquired property, plant and equipment at fair value (see below), and transaction costs related~~ to the ~~LifeLabs~~audited ~~acquisition.~~consolidated ~~The pro forma combined~~ financial ~~information~~statements ~~does~~in ~~not include~~ the ~~estimated~~Company's ~~annual~~2024 ~~synergies~~Annual ~~expected~~Report ~~to be realized upon completion of the integration of LifeLabs and therefore is not indicative of the results of operations as they would have been had the transaction been effected~~ on ~~the~~Form ~~assumed date~~10-K.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Pro forma net revenues	$	2,588	$	2,461	$	7,700	$	7,471
Pro forma net income attributable to Quest Diagnostics	$	222	$	225	$	647	$	661
Pro forma earnings per share attributable to Quest Diagnostics' common stockholders:
Basic	$	1.97	$	1.99	$	5.78	$	5.87
Diluted	$	1.95	$	1.97	$	5.72	$	5.79

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

On September 16, 2024, the Company acquired select assets of the outreach laboratory services business of Allina, which serves providers and patients in Minnesota and Wisconsin, in an all-cash transaction for $230 million.

Acquisition of the laboratory business of three physician groups in New York

On September 30, 2024, the Company acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The acquisitions were accounted for under the acquisition method of accounting. As such, the assets acquired and liabilities assumed were recorded based on their estimated fair values as of the closing dates. The goodwill recorded primarily includes the expected synergies resulting from combining the operations of the acquired entity with those of the Company and the value associated with an assembled workforce and other intangible assets that do not qualify for separate recognition. All of the goodwill acquired in connection with the acquisitions has been allocated to the Company's DIS business (for further details regarding business segment information, see Note 12). The following table provides a preliminary summary of the assets acquired and liabilities assumed, which may be revised as additional information becomes available during the measurement period.

	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total
Cash and cash equivalents	$	50	$	—	$	—	$	—	$	50
Accounts receivable	30		—		—		—		30
Other current assets	23		—		—		2		25
Property, plant and equipment	255		—		—		4		259
Finance lease assets (recorded in property, plant and equipment)	—		—		—		17		17
Operating lease right-of-use assets	67		—		—		17		84
Goodwill	300		243		175		154		872
Intangible assets	434		57		55		95		641
Other assets	36		—		—		—		36
Total assets acquired	1,195		300		230		289		2,014
Accounts payable and accrued expenses	67		—		—		—		67
Current portion of long-term operating lease liabilities	17		—		—		4		21
Finance lease liabilities (recorded in long-term debt)	—		—		—		17		17
Long-term operating lease liabilities	50		—		—		13		63
Other liabilities	8		—		—		7		15
Total liabilities assumed	142		—		—		41		183
Net assets acquired	$	1,053	$	300	$	230	$	248	$	1,831

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

The preliminary fair values of the acquired intangible assets are as follows:

	LifeLabs		Laboratory Business of Three Physician Groups in New York		Select Assets of the Outreach Laboratory Services Business of Allina Health		Other Acquisitions (a)		Total		Weighted Average Useful Life (in years)
Customer related	$	335	$	57	$	55	$	95	$	542	15 - 25
Trade name	99		—		—		—		99		15
	$	434	$	57	$	55	$	95	$	641

(a) Principally relates to the acquisitions of PathAI Diagnostics and Lenco.

Except for the acquisition of LifeLabs (see above), supplemental pro forma combined financial information, and financial information subsequent to the acquisition close dates, has not been presented as the impact of the other acquisitions is not material to the Company's consolidated financial statements. Additionally, for such other acquisitions, it is impracticable to provide this financial information due to a variety of factors, including access to historical information and the operations of the acquirees being significantly integrated into the Company's cost structure shortly after the closing of the acquisitions.

During June 2024, the Company entered into a definitive agreement to acquire select assets of the outreach laboratory services business of OhioHealth, which serves providers and patients in Ohio. The transaction closed during October 2024. See Note 14 for further discussion.

During August 2024, the Company entered into a definitive agreement to acquire the outreach laboratory services business of University Hospitals, which serves providers and patients in Ohio. The transaction, which is expected to close in the fourth quarter of 2024, remains subject to customary closing conditions.

For details regarding the Company's 2023 acquisitions, see Note 6 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Table of Contents

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, 2024	Total		Level 1		Level 2		Level 3
March 31, 2025	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	7972	$	7972	$	—	$	—
Cash surrender value of life insurance policies	6462		—		6462		—
Total	$	~~143~~134	$	7972	$	6462	$	—
Liabilities:
Deferred compensation liabilities	$	~~147~~137	$	—	$	~~147~~137	$	—
Contingent consideration	~~113~~109		—		—		~~113~~109
Total	$	260	$	—	$	147	$	113
Fixed-to-variable interest rate swaps	6		—		6		—
Redeemable noncontrolling interest	$	80	$	—	$	—	$	80
Total	$	252	$	—	$	143	$	109
Redeemable noncontrolling interest	$	81	$	—	$	—	$	81

			Basis of Fair Value Measurements
December 31, 2023	Total		Level 1		Level 2		Level 3
December 31, 2024	Total		Level 1		Level 2		Level 3
Assets:
Deferred compensation trading securities	$	7072	$	7072	$	—	$	—
Cash surrender value of life insurance policies	5564		—		5564		—
Available-for-sale debt securities	2		—		—		2
Total	$	136	$	72	$	64	$	—
Total	$	127	$	70	$	55	$	2
Liabilities:
Deferred compensation liabilities	$	~~131~~140	$	—	$	~~131~~140	$	—
Contingent consideration	~~104~~106		—		—		~~104~~106
Total	$	235	$	—	$	131	$	104
Fixed-to-variable interest rate swaps	34		—		34		—
Redeemable noncontrolling interest	$	76	$	—	$	—	$	76
Total	$	280	$	—	$	174	$	106
Redeemable noncontrolling interest	$	83	$	—	$	—	$	83

A detailed description regarding the Company's fair value measurements is contained in Note 87 to the audited consolidated financial statements in the Company's ~~2023~~2024 Annual Report on Form 10-K.

The Company offers certain employees the opportunity to participate in a non-qualified supplemental deferred compensation plan. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities are measured using quoted prices in active ~~markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs. A~~

1511

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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

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

The ~~Company's available-for-sale debt securities are measured at~~ fair value ~~using~~measurements ~~discounted~~of ~~cash~~the ~~flows. These~~Company's ~~fair~~fixed-to-variable ~~value~~interest ~~measurements~~rate ~~are~~swaps, classified within Level 32 of the fair value hierarchy, are model-derived valuations as ~~the~~of ~~fair~~a ~~value~~given isdate, ~~based~~in onwhich all significant inputs ~~that~~ are ~~not~~ observable~~. Significant~~ ~~inputs~~in ~~include~~active ~~cash~~markets ~~flows~~including ~~projections~~certain financial information and acertain ~~discount~~assumptions ~~rate.~~regarding past, present and future market conditions.

During June 2023, the Company acquired Haystack Oncology, Inc. ("Haystack"), an early-stage oncology company focused on minimal residual disease testing to aid in the detection of residual or recurring cancer and better inform therapy decisions. In connection with the acquisition there is a contingent consideration obligation under which the seller can receive up to $100 million of additional consideration dependent upon the achievement of certain revenue benchmarks through 2028 and up to an additional $50 million of consideration dependent upon the Company receiving reimbursement coverage from the Centers for Medicare and Medicaid Services ("CMS"). The portion of the contingent consideration obligation which is dependent upon the achievement of certain revenue benchmarks was measured at fair value using a Monte Carlo method and is classified within Level 3 of the fair value hierarchy as the fair value is determined based on significant inputs that are not observable. Significant inputs include management’s estimate of revenue and other market inputs, including comparable company revenue volatility (4035%) and a discount rate (10.5%). The portion of the contingent consideration obligation which is dependent upon the Company receiving reimbursement coverage from the CMS is also classified within Level 3 of the fair value hierarchy as the fair value is principally determined based on management's estimate, which is a significant input that is not observable. Additionally, the fair value of the entire contingent consideration obligation is also impacted by a market discount rate (5%) which adjusts the estimated payments to present value. The fair value of the contingent consideration obligation is not overly sensitive to movements in the comparable company revenue volatility or the discount rate used for the portion of the obligation that is dependent upon the achievement of certain revenue benchmarks. For example, changing the comparable company revenue volatility from 4035% to 3025% impacts the fair value by $85 million (assuming no other inputs are modified) and changing the discount rate from 10.5% to 7.0% impacts the fair value by $43 million (assuming no other inputs are modified).

The Company has additional contingent consideration obligations in connection with other acquisitions. The liabilities related to such obligations are included in the amounts below.

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

	Contingent Consideration
Balance, December 31, 2023	$	104
Balance, December 31, 2024	$	106
Purchases, additions and issuances	6
Total fair value adjustments included in earnings - unrealized	3
Settlements	(6)
Balance, March 31, 2025	$	109
Total fair value adjustments included in earnings - realized/unrealized	9
Balance, September 30, 2024	$	113

The $9 3 million net loss included in earnings associated with the change in the fair value of contingent consideration for the three months ended March 31, 2025 is reported in other operating expense, net.

1612

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

Of the ~~nine~~aggregate ~~months~~$109 ~~ended~~million ~~September~~contingent consideration obligation as of March 3031, 2025, $104 million and $5 million were included in other liabilities and accounts payable and accrued expenses, respectively, in the Company's consolidated balance sheet. Of the aggregate $106 million contingent consideration obligation as of December 31, 2024, is$101 million ~~reported~~and $5 million were included in other ~~operating~~liabilities ~~expense~~and accounts payable and accrued expenses, ~~net~~respectively, in the Company's consolidated balance sheet.

OfIn connection with the ~~aggregate~~sale ~~$113 million~~of ~~contingent~~an ~~consideration~~18.9% ~~obligation~~noncontrolling asinterest ofin ~~September 30~~a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, ~~2024~~2015, ~~$85 million~~the ~~and~~Company ~~$28 million~~granted ~~were~~UMass ~~included~~the right to require the Company to purchase all of its interest in ~~other~~the ~~liabilities~~subsidiary ~~and~~at ~~accounts~~fair ~~payable~~value ~~and~~commencing ~~accrued~~July ~~expenses~~1, ~~respectively~~2020. As of March 31, in2025, the ~~Company's~~redeemable ~~consolidated~~noncontrolling ~~balance~~interest ~~sheet~~was presented at its fair value. OfThe fair value measurement of the ~~aggregate~~redeemable ~~$104 million~~noncontrolling ~~contingent~~interest ~~consideration~~is ~~obligation~~classified aswithin Level 3 of ~~December~~the ~~31,~~fair ~~2023,~~value ~~$99 million~~hierarchy ~~and~~because ~~$5 million~~the ~~were~~fair ~~included~~value inis ~~other~~based ~~liabilities~~on ~~and~~a ~~accounts~~discounted ~~payable~~cash ~~and~~flow ~~accrued~~analysis ~~expenses,~~that ~~respectively~~takes into account, inamong other items, the ~~Company~~joint venture's ~~consolidated~~expected ~~balance~~future ~~sheet~~cash flows, long term growth rates, and a discount rate commensurate with economic risk.

InThe ~~connection~~carrying ~~with~~amounts ~~the sale~~ of ancash ~~18.9%~~and ~~noncontrolling~~cash ~~interest~~equivalents, inaccounts areceivable, ~~subsidiary~~and toaccounts ~~UMass~~payable ~~Memorial~~and ~~Medical~~accrued ~~Center~~expenses ~~("UMass")~~approximate onfair ~~July~~value 1,based ~~2015,~~on the ~~Company~~short ~~granted~~maturities ~~UMass~~of ~~the~~these ~~right~~instruments. toAs ~~require~~of ~~the~~March 31, ~~Company~~2025 toand ~~purchase~~December 31, ~~all~~2024, ~~of its interest in~~ the ~~subsidiary at~~ fair value ~~commencing July 1, 2020. As~~ of ~~September 30, 2024,~~ the ~~redeemable~~Company’s ~~noncontrolling~~debt ~~interest~~ was ~~presented~~estimated at ~~its~~$5.8 ~~fair~~billion ~~value~~and $6. ~~The~~1 ~~fair~~billion, ~~value~~respectively. Principally ~~measurement~~all of the ~~redeemable~~Company's ~~noncontrolling~~debt ~~interest~~ is classified within Level 31 of the fair value hierarchy because the fair value of the debt is estimated based on arates ~~discounted~~currently ~~cash~~offered ~~flow~~to ~~analysis~~the ~~that~~Company ~~takes~~with ~~into~~identical ~~account,~~terms ~~among~~and ~~other items~~maturities, ~~the~~using ~~joint~~quoted ~~venture's~~active ~~expected~~market ~~future~~prices ~~cash~~and ~~flows~~yields, ~~long~~taking ~~term~~into ~~growth~~account ~~rates,~~the ~~and~~underlying aterms ~~discount~~of ~~rate~~the ~~commensurate~~debt ~~with economic risk~~instruments.

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, 2024 and December 31, 2023, the fair value of the Company’s debt was estimated at $6.3 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.

7. DEBT

~~Long-term~~During ~~debt~~the ~~(including~~three ~~finance~~months ~~lease~~ended ~~obligations)~~March 31, as2025, ofthe ~~September 30,~~Company ~~2024~~repaid ~~and~~in ~~December~~full the outstanding indebtedness under the Company's $600 31million of 3.50% senior notes, ~~2023~~which ~~consisted~~matured ofon ~~the~~March ~~following:~~30, 2025.

	September 30, 2024		December 31, 2023
4.25% Senior Notes due April 2024	$	—	$	301
3.50% Senior Notes due March 2025	603		606
3.45% Senior Notes due June 2026	504		505
4.60% Senior Notes due December 2027	400		—
4.20% Senior Notes due June 2029	499		499
4.625% Senior Notes due December 2029	599		—
2.95% Senior Notes due June 2030	799		799
2.80% Senior Notes due June 2031	549		550
6.40% Senior Notes due November 2033	750		750
5.00% Senior Notes due December 2034	847		—
6.95% Senior Notes due July 2037	175		175
5.75% Senior Notes due January 2040	246		246
4.70% Senior Notes due March 2045	300		300
Other	17		7
Debt issuance costs	(37)		(25)
Total long-term debt	6,251		4,713
Less: Current portion of long-term debt	603		303
Total long-term debt, net of current portion	$	5,648	$	4,410

The Company is party to a $600 million secured receivables credit facility (the “Secured Receivables Credit Facility”) which matures in November 2026. The entire facility can be used for borrowings. The facility includes an additional $200 million uncommitted accordion which, if utilized, brings the total capacity under the facility to $800 million. Additionally, the Company can choose to utilize up to $150 million of such capacity to issue letters of credit (see Note 11). Issued letters of credit reduce the available borrowing capacity under the facility. Interest on borrowings under the facility is based on either commercial paper rates for highly-rated issuers or the adjusted Term Secured Overnight Financing Rate ("Term SOFR"), plus a spread of 0.80%. Borrowings under the Secured Receivables Credit Facility are collateralized by certain domestic receivables. The 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. As of March 31, 2025, there were $215 million of outstanding borrowings under the Secured Receivables Credit Facility, all of which were included in long-term debt in the Company's consolidated balance sheet. There were no outstanding borrowings under the facility as of December 31, 2024. For further details regarding the Secured Receivables Credit Facility, see Note 13 to the audited consolidated financial statements in the Company's 2024 Annual Report on Form 10 K.

178. FINANCIAL INSTRUMENTS

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

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

August 2024 Senior Notes Offering

In August 2024, the Company completed a $1.85 billion senior notes offering, consisting of $400 million aggregate principal amount of 4.60% senior notes due December 2027 (the "2027 Senior Notes"), $600 million aggregate principal amount of 4.625% senior notes due December 2029 (the "2029 Senior Notes") and $850 million aggregate principal amount of 5.00% senior notes due December 2034 (the "2034 Senior Notes," and together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes"). The Senior Notes were issued at an aggregate original issue discount of $4 million. The Senior Notes are unsecured obligations of the Company that rank equally with the Company's other senior unsecured obligations and they do not have a sinking fund requirement. The Company incurred $15 million of debt issuance costs associated with the issuance of the Senior Notes, which are included as a reduction of the carrying amount of the Senior Notes and which are being amortized over the terms of the related Senior Notes.

The Company used a portion of the net proceeds from the Senior Notes offering to fund the purchase price and related transaction costs of the acquisition of LifeLabs (see Note 5). The Company expects to use the balance of the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness, including the Company's 3.50% senior notes due March 2025.

Repayment of Senior Notes

During the nine months ended September 30, 2024, the Company repaid in full the outstanding indebtedness under the Company's $300 million of 4.25% senior notes which matured on April 1, 2024.

3.50% Senior Notes due March 2025

The Company has $600 million of 3.50% senior notes due March 2025. The senior notes are included in current portion of long-term debt in the Company's September 30, 2024 consolidated balance sheet. Such notes were included in long-term debt in the Company's December 31, 2023 consolidated balance sheet.

Secured Receivables Credit Facility

The Company is party to a $525 million secured receivables credit facility (the “Secured Receivables Credit Facility”). The entire facility can be used for borrowings. The facility includes an additional $75 million uncommitted accordion. During the three months ended September 30, 2024, the Company utilized the accordion to expand its total capacity under the facility to $600 million. For further discussion of the Secured Receivables Credit Facility, see Note 14 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

Maturities of Long-Term Debt

As of September 30, 2024, long-term debt matures as follows:

Year Ending December 31,
Remainder of 2024	$	—
2025	601
2026	501
2027	401
2028	1
Thereafter	4,789
Total maturities of long-term debt	6,293
Unamortized discount	(11)
Debt issuance costs	(37)
Fair value basis adjustments attributable to hedged debt	6
Total long-term debt	6,251
Less: Current portion of long-term debt	603
Total long-term debt, net of current portion	$	5,648

8. FINANCIAL INSTRUMENTS

Interest Rate Risk

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

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

Interest Rate Derivatives – Cash Flow Hedges

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

19 Interest Rate Derivatives – Fair Value Hedges

The Company maintains various fixed-to-variable interest rate swaps to convert a portion of the Company's long-term debt into variable interest rate debt.

A summary of the notional amounts of these interest rate swap agreements as of March 31, 2025 and December 31, 2024 was as follows:


	Notional Amount
Debt Instrument	March 31, 2025		December 31, 2024

5.00% Senior Notes due December 2034	$	850	$	700
2.80% Senior Notes due June 2031	400		—

	$	1,250	$	700

The fixed-to-variable interest rate swap agreements in the table above have variable interest rates ranging from SOFR minus 1.36% to SOFR plus 1.43%.

As of March 31, 2025 and December 31, 2024, 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:


	Carrying Amount of Hedged Long-Term Debt		Hedge Accounting Basis Adjustment (a)		Carrying Amount of Hedged Long-Term Debt		Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	March 31, 2025		March 31, 2025		December 31, 2024		December 31, 2024
Long-term debt	$	1,231	$	(3)	$	658	$	(29)

(a) The balance includes $3 million and $5 million of remaining unamortized hedging adjustments on discontinued relationships as of March 31, 2025 and December 31, 2024, respectively.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

~~During~~The ~~the~~following ~~three~~table ~~months~~presents ~~ended September 30, 2024,~~ the ~~Company~~effect ~~entered into forward-starting interest rate swap agreements with several financial institutions for a total notional amount~~ of ~~$500 million,~~fair ~~which~~value ~~were accounted for as cash flow hedges. The agreements were entered into in order to~~ hedge aaccounting ~~portion~~on of the ~~Company's~~consolidated ~~interest~~statement ~~rate exposure associated with the variability in future cash flows attributable to changes in interest rates over a ten-year period related to an anticipated issuance~~ of ~~debt. In~~operations ~~connection~~for ~~with~~ the ~~issuance~~three ofmonths ~~the~~ended ~~Senior Notes these agreements were settled and the Company received $3~~March ~~million. These gains are deferred in stockholders' equity~~31, ~~net of taxes, as a component of accumulated other comprehensive loss, and amortized as an adjustment to interest expense, net over a ten-year period.~~ 2025:

Interest Rate Derivatives – Fair Value Hedges



	Three months ended March 31, 2025
	Interest Expense, Net
Total for line item in which the effects of fair value hedges are recorded	$	67

Gain (loss) on fair value hedging relationships:
Hedged items (Long-term debt)	$	(28)
Derivatives designated as hedging instruments	$	28

~~Historically,~~A ~~the~~summary ~~Company has entered into various fixed-to-variable interest rate swap agreements in order to convert a portion~~ of the ~~Company's~~fair ~~long-term~~values ~~debt~~of ~~into~~derivative ~~variable~~instruments ~~interest~~in ~~rate debt. All such fixed-to-variable interest rate swap agreements have been terminated and proceeds from~~ the ~~terminations~~consolidated ~~have~~balance ~~been~~sheets ~~reflected~~was 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.~~follows:

As of September 30, 2024 and December 31, 2023, 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:

March 31, 2025

December 31, 2024

Balance Sheet
Classification

Fair Value

Balance Sheet
Classification

Fair Value

Derivatives Designated as Hedging Instruments

Fixed-to-variable interest rate swap agreements

Other liabilities

	Hedge Accounting Basis Adjustment (a)
Balance Sheet Classification	September 30, 2024		December 31, 2023
Long-term debt	$	6	$	13

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 2024 Annual Report on Form 10-K.

(a) As of both September 30, 2024 and December 31, 2023, the entire balance is associated with remaining unamortized hedging adjustments on discontinued relationships.

During October 2024, the Company entered into various fixed-to-variable interest rate swap agreements to convert a portion of the Company's long-term debt into variable interest rate debt. See Note 14 for further details.

A detailed description regarding the Company's use of derivative financial instruments is contained in Note 16 to the audited consolidated financial statements in the Company's 2023 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.

20 For the three months ended March 31, 2025 and 2024, 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.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

~~For~~The ~~the~~changes ~~three~~in ~~and~~accumulated ~~nine~~other ~~months~~comprehensive ~~ended~~loss ~~September 30,~~by ~~2024~~component ~~and~~for ~~2023,~~ the ~~tax~~three ~~effects~~months ~~related~~ended toMarch 31, ~~the~~2025 ~~deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities~~ were ~~not~~as ~~material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes.~~ follows:


	Foreign Currency Translation Adjustments		Net Deferred Gains on Cash Flow Hedges, net of tax		Accumulated Other Comprehensive Loss

Balance, December 31, 2024	$	(93)	$	5	$	(88)
Other comprehensive income before reclassifications	5		—		5

Net current period other comprehensive income	5		—		5
Balance, March 31, 2025	$	(88)	$	5	$	(83)

The changes in accumulated other comprehensive loss by component for the three months ended March 31, 2024 were as follows:


	Foreign Currency Translation Adjustments		Net Deferred Gains on Cash Flow Hedges, net of tax		Accumulated Other Comprehensive Loss

Balance, December 31, 2023	$	(17)	$	3	$	(14)
Other comprehensive loss before reclassifications	(2)		—		(2)

Net current period other comprehensive loss	(2)		—		(2)
Balance, March 31, 2024	$	(19)	$	3	$	(16)

Dividend Program

During ~~each of~~ the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, the Company's Board of Directors declared a quarterly cash dividend of $0.7580 per common share. During each of the four quarters of ~~2023~~2024, the Company's Board of Directors declared a quarterly cash dividend of $0.7175 per common share.

Share Repurchase Program

As of ~~September~~March 3031, ~~2024~~2025, $1.0.9 billion remained available under the Company’s share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

Share Repurchases

For both the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company repurchased no shares of its common stock.

Shares Reissued from Treasury Stock

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company reissued 1.0.7 million shares and 10.15 million shares, respectively, from treasury stock under its Employee Stock Purchase Plan and its stock-based compensation program. ~~For details regarding the Company's stock ownership and compensation plans, see Note 18 to the audited consolidated financial statements in the Company's 2023 Annual Report on Form 10-K.~~

For details regarding the Company's stock ownership and compensation plans, see Note 17 to the audited consolidated financial statements in the Company's 2024 Annual Report on Form 10-K.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the redeemable noncontrolling interest was presented at its fair value. For further details regarding the fair value of the redeemable noncontrolling interest, see Note 6.

2117

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

10. SUPPLEMENTAL CASH FLOW AND OTHER DATA

Supplemental cash flow and other data for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Depreciation expense	$	93101	$	8487	$	~~268~~	$	~~249~~
Amortization expense	3239		2729		90		81
Depreciation and amortization expense	$	~~125~~140	$	~~111~~116	$	~~358~~	$	~~330~~
Interest expense	$	(5872)	$	(4149)	$	~~(154)~~	$	~~(117)~~
Interest income	95		16		18		5
Interest expense, net	$	(4967)	$	(4043)	$	~~(136)~~	$	~~(112)~~
Interest paid	$	6232	$	1744	$	~~167~~	$	97
Income taxes paid	$	614	$	993	$	~~179~~	$	~~233~~
Accounts payable associated with capital expenditures	$	3530	$	2728	$	35	$	27
Dividends payable	$	8490	$	8184	$	84	$	81
Businesses acquired:
Fair value of assets acquired	$	~~1,725~~—	$	2155	$	~~2,014~~	$	~~736~~
Fair value of liabilities assumed	~~142~~—		—7		~~183~~		36
Fair value of net assets acquired	~~1,583~~—		2148		~~1,831~~		~~700~~
Merger consideration payable	—		—(6)		—		~~(88)~~
Cash paid for business acquisitions	~~1,583~~—		2142		~~1,831~~		~~612~~
Less: Cash acquired	50—		—		50		1
Business acquisitions, net of cash acquired	$	~~1,533~~—	$	2142	$	~~1,781~~	$	~~611~~
Leases:
Leased assets obtained in exchange for new operating lease liabilities	$	3352	$	4235	$	~~120~~	$	~~143~~

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, other financing activities, net in the Company's consolidated statement of cash flows included changes in bank overdrafts, which are generally settled in cash in the short term, of $(2261) million and $15 (51) million, respectively.

11. COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company can issue letters of credit under its ~~secured~~Secured ~~receivables~~Receivables ~~credit~~Credit ~~facility~~Facility and its $750 million senior unsecured revolving credit facility. For further discussion regarding the facilities, see Note 147 above and Note 13 to the audited consolidated financial statements in the Company's ~~2023~~2024 Annual Report on Form 10-K.

2218

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

In support of its risk management program, $7377 million in letters of credit under the ~~secured~~Secured ~~receivables~~Receivables ~~credit~~Credit ~~facility~~Facility were outstanding as of ~~September~~March 3031, ~~2024~~2025, 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 1918 to the audited consolidated financial statements in the Company’s ~~2023~~2024 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.

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. After discovery was completed, the Company filed a motion for summary judgment, which was granted. The matter is on appeal.

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

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

23 In addition, a group of state attorney general offices are investigating the Company in connection with the AMCA Data Security Incident. The Company is cooperating with the investigation.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

InThe ~~addition,~~Company is subject to a ~~group~~putative class action entitled Cole, et al. v Quest Diagnostics Incorporated, which was filed in the U. S. District Court for the Eastern District of ~~state~~California, ~~attorney~~for ~~general~~allegedly ~~offices~~conspiring ~~are~~with ~~investigating~~Facebook to track customers’ internet communications on Company web platforms without authorization, in violation of the California Invasion of Privacy Act ("CIPA") and the California Confidentiality of Medical Information Act ("CMIA"). The complaint alleged that the Company’s actions were an invasion of privacy and contributed to a loss of value in ~~connection~~plaintiffs’ ~~with~~personally identifiable information. The Company moved to dismiss the ~~AMCA~~case ~~Data~~or, ~~Security~~in ~~Incident~~the alternative, transfer venue to the U.S. District Court for New Jersey. Subsequently, plaintiffs filed an amended complaint, which the Company also moved to dismiss. The Company's ismotion ~~cooperating~~to transfer the case was granted. The Company refiled its motion to dismiss with the ~~investigation~~New Jersey District Court. The motion to dismiss was granted without prejudice as to the CMIA claim and denied as to the CIPA claim. Thereafter, the Company filed a motion for reconsideration as to the CIPA claim, which was granted. The matter is on appeal.

~~ReproSource~~As ~~Fertility~~previously ~~Diagnostics~~disclosed, ~~Inc.~~in ~~(“ReproSource”)~~August 2011, athe ~~subsidiary~~Company ofhad ~~the~~received ~~Company,~~a issubpoena ~~subject~~from tothe ~~two~~U.S. ~~putative~~Attorney ~~class~~for ~~action~~the ~~lawsuits~~Northern ~~related~~District toof aGeorgia ~~data~~seeking ~~security~~various ~~incident~~business ~~that~~records, ~~occurred~~including inrecords ~~August~~related ~~2021~~to inthe ~~which~~Company's ~~plaintiffs~~compliance ~~allege~~program, ~~that~~certain anmarketing ~~unauthorized~~materials, ~~party~~certain ~~accessed~~product orofferings, ~~acquired~~and ~~protected~~certain ~~health~~test ~~information~~ordering and ~~personally~~other ~~identifiable~~policies. ~~information~~The ofCompany ~~ReproSource~~cooperated ~~patients.~~with ~~Bickham~~the vrequest. ~~ReproSource~~In ~~Fertility Diagnostics~~2021, ~~Inc.~~a isthird ~~pending~~amended complaint in a qui tam action filed in the U.S. District Court for the Northern District of ~~Massachusetts~~Georgia ~~(the~~was ~~"Massachusetts District Court")~~unsealed, ~~and~~which ~~Trouville~~is v.related ~~ReproSource~~to ~~Fertility~~the ~~Diagnostics,~~matter ~~Inc.,~~underlying ~~which~~the ~~was~~August ~~originally~~2011 ~~filed~~subpoena. inBoth the U.S. ~~District~~Department ~~Court~~of ~~for~~Justice and the ~~Eastern~~State ~~District~~ of ~~California,~~Georgia ~~has~~declined ~~now~~to ~~been~~intervene ~~transferred~~in to the ~~Massachusetts District Court~~action. AThe ~~third~~Company ~~case~~moved ~~filed~~to indismiss the ~~Massachusetts~~complaint ~~District~~and ~~Court,~~the ~~Gordon~~complaint ~~v. ReproSource Fertility Diagnostics, Inc.,~~ was ~~consolidated~~dismissed ~~into~~without ~~the~~prejudice ~~Bickham~~in ~~case.~~August 2022. The ~~Bickham~~relator ~~and~~subsequently ~~Trouville~~filed ~~complaints~~a ~~seek~~fourth toamended ~~represent~~complaint, awhich ~~class~~the ofCompany ~~all~~has ~~individuals~~moved ~~potentially~~to ~~impacted~~dismiss. On ~~by the~~ August ~~2021~~23, ~~data security incident~~2024, ~~and~~the ~~generally~~district ~~allege~~court ~~that~~dismissed ~~ReproSource,~~the ~~among~~complaint ~~other~~with ~~claims,~~prejudice. The ~~failed~~matter tois ~~adequately~~on ~~safeguard patients’ private information~~appeal.

On January 10, 2024, ReproSource agreed to settle the Bickham case on a class-wide basis, and the settlement was approved by the District Court on July 25, 2024. The Company’s motion to stay the Trouville case was granted, and the plaintiff agreed to dismiss the case.

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

As previously disclosed, in August 2011, the Company had received a subpoena from the U.S. Attorney for the Northern District of Georgia seeking various business records, including records related to the Company's compliance program, certain marketing materials, certain product offerings, and certain test ordering and other policies. The Company cooperated with the request. In 2021, a third amended complaint in a qui tam action filed in the U.S. District Court for the Northern District of Georgia was unsealed, which is related to the matter underlying the August 2011 subpoena. Both the U.S. Department of Justice and the State of Georgia declined to intervene in the action. The Company moved to dismiss the complaint and the complaint was dismissed without prejudice in August 2022. The relator subsequently filed a fourth amended complaint, which the Company has moved to dismiss. On August 23, 2024, the district court dismissed the complaint with prejudice. The realtor has filed a notice of appeal.

The Company also received subpoenas from the U.S. Attorney for the District of New Jersey. The subpoenas seek various records relating to the Company’s relationship with the New York Giants and adherence to certain company policies and federal laws. The Company is cooperating with the investigation.

The Company has also received subpoenas from the New York Attorney General’s Office that seek information about, among other things, the ordering and billing of certain test panels to Medicaid programs in New York. The Company is cooperating with the investigation.

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.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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

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

Management cannot predict the outcome of such matters. Although management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company's financial condition, given the high degree of judgment involved in establishing loss estimates related to these types of matters, the outcome of such matters may be material to the Company's consolidated results of operations or cash flows in the period in which the impact of such matters is determined or paid.20

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, 2024, the Company does not believe that material losses related to legal matters are probable.

Reserves for legal matters totaled $4 million and $6 million as of September 30, 2024 and December 31, 2023, respectively.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of March 31, 2025, the Company does not believe that material losses related to legal matters are probable.

Reserves for legal matters totaled $4 million as of both March 31, 2025 and December 31, 2024.

Reserves for General and Professional Liability Claims

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

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

Reserves for general and professional liability claims matters, including those associated with both asserted and incurred but not reported claims, are established on an undiscounted basis by considering actuarially determined losses based upon the Company's historical and projected loss experience. Such reserves totaled $~~166~~168 million and $~~173~~169 million as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

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

12. BUSINESS SEGMENT INFORMATION

The Company's DIS business is the only reportable segment based on the manner in which the Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM"), assesses performance and allocates resources across the organization. The CODM uses the reported measurement of segment profit (loss) in assessing segment performance versus budget and when deciding how to allocate resources to segments. The DIS business provides diagnostic information services to a broad range of customers within its primary customer channels - physicians, hospitals, and patients and consumers. The DIS business accounted for greater than 95% of net revenues in ~~2024~~both 2025 and ~~2023~~2024.

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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 offer solutions for insurers and offer solutions for healthcare providers and payers.

As of ~~September~~March 3031, ~~2024~~2025, 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. See Note 56 to the audited consolidated financial statements contained in the Company’s 2024 Annual Report on Form 10-K for a discussion of the Company's acquisition of LifeLabs in Canada during August 2024.

The following table is a summary of segment information for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. Segment asset information is not presented since it is not ~~used~~received by the CODM at the operating segment level. ~~Operating~~The ~~earnings~~CODM ~~(loss)~~regularly ofreviews ~~each~~certain consolidated expenses, including employee compensation costs. "Other segment ~~represents~~items" ~~net~~principally ~~revenues~~consist ~~less~~of ~~directly~~costs ~~identifiable~~for ~~expenses~~obtaining, totransporting ~~arrive~~and attesting ~~operating~~specimens, facility costs used for the delivery of the Company's services, costs associated with the Company's sales and marketing efforts, and costs related to billing operations. Operating income (loss) ~~for~~of ~~the~~each segment represents net revenues less directly identifiable expenses. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of ~~intangible~~intangibles 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 2024 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.


	Three Months Ended
	March 31, 2025
	DIS		Total
Net revenues	$	2,589	$	2,589
DS revenues			63
Total net revenues			$	2,652

Less: Other segment items	2,175
Segment operating income	$	414	$	414
DS operating income			8
General corporate activities			(76)
Total operating income			346
Non-operating expense, net			(70)
Income before income taxes and equity in earnings of equity method investees			276
Income tax expense			(59)
Equity in earnings of equity method investees, net of taxes			18
Net income			235
Less: Net income attributable to noncontrolling interests			15
Net income attributable to Quest Diagnostics			$	220

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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 2023 Annual Report on Form 10-K and Note 2 to the interim unaudited consolidated financial statements.


	Three Months Ended
	March 31, 2024
	DIS		Total
Net revenues	$	2,298	$	2,298
DS revenues			68
Total net revenues			$	2,366

Less: Other segment items	1,925
Segment operating income	$	373	$	373
DS operating income			9
General corporate activities			(82)
Total operating income			300
Non-operating expense, net			(34)
Income before income taxes and equity in earnings of equity method investees			266
Income tax expense			(66)
Equity in earnings of equity method investees, net of taxes			8
Net income			208
Less: Net income attributable to noncontrolling interests			14
Net income attributable to Quest Diagnostics			$	194

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net revenues:
DIS business	$	2,427	$	2,228	$	7,058	$	6,755
All other operating segments	61		67		193		209
Total net revenues	$	2,488	$	2,295	$	7,251	$	6,964
Operating earnings (loss):
DIS business	$	407	$	392	$	1,200	$	1,176
All other operating segments	6		8		23		26
General corporate activities	(83)		(58)		(238)		(207)
Total operating income	330		342		985		995
Non-operating expense, net	(34)		(43)		(109)		(102)
Income before income taxes and equity in earnings of equity method investees	296		299		876		893
Income tax expense	(65)		(68)		(205)		(208)
Equity in earnings of equity method investees, net of taxes	6		6		14		18
Net income	237		237		685		703
Less: Net income attributable to noncontrolling interests	11		12		36		41
Net income attributable to Quest Diagnostics	$	226	$	225	$	649	$	662

Depreciation and amortization expense for the three months ended March 31, 2025 and 2024 was as follows:


	Three Months Ended March 31,
	2025		2024

DIS business	$	97	$	84
All other operating segments	4		3
General corporate	39		29
Total depreciation and amortization	$	140	$	116

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~~March 3031, ~~2024~~2025 and ~~2023~~2024 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 payer 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 payer customers: healthcare insurers, government payers (including Medicare and Medicaid programs), client payers and patients.

For further details regarding revenue recognition in the Company's DIS business, see Note 3 to the audited consolidated financial statements in the Company's ~~2023~~2024 Annual Report on Form 10-K.

DS23

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

Net Revenue and Net Accounts Receivable by Payer Customer Type

Table of Contents

QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

(unaudited)

(in millions, unless otherwise indicated)

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

Net Revenue and Net Accounts Receivable by Payer Customer Type

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Healthcare insurers:
Fee-for-service	3835	%	3637	%	37	%	37	%
Capitated	3		3		3		3
Total healthcare insurers	4138		3940		40		40
Government payers	13		12		12		12
Government payers (principally fee-for-service)	16		12
Client payers	3331		3433		33		33
Patients (including coinsurance and deductible responsibilities)	1013		12		12		12
Total DIS	9798		97		97		97
DS	32		3		3		3
Net revenues	100	%	100	%	~~100~~	%	~~100~~	%

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

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Healthcare Insurers	2729	%	2426	%
Government Payers	8		7
Client Payers	4241		45
Patients (including coinsurance and deductible responsibilities)	20		20
Total DIS	9798		9698
DS	32		42
Net accounts receivable	100	%	100	%

14. SUBSEQUENT EVENTS

OnDuring ~~October~~April 132025, ~~2024,~~ the Company ~~completed~~received ~~the~~a ~~previously~~$46 million ~~announced~~payroll ~~acquisition~~tax ofcredit ~~select~~under ~~assets of~~ the ~~outreach~~Coronavirus ~~laboratory~~Aid, ~~services business of OhioHealth~~Relief, ~~which serves providers~~ and ~~patients~~Economic inSecurity ~~Ohio,~~Act in("CARES anAct") ~~all-cash~~associated ~~transaction~~with ~~for $200 million. The acquisition will be accounted for as a business combination. The Company is in~~ the ~~process~~retention of ~~completing the preliminary purchase price allocation of the assets acquired and liabilities assumed~~employees.

Table of Contents

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

Our Company

Diagnostic Information Services

Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time. Our diagnostic information services ("DIS") business provides diagnostic insights from the results of our laboratory testing to empower people, physicians, and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, our diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. In the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world. We provide services to a broad range of customers within our primary customer channels - physicians (including those associated with accountable care organizations and Federally Qualified Health Centers), hospitals, and patients and consumers. Our other customers include health plans, employers, emerging retail healthcare providers, government agencies, pharmaceutical companies and other commercial clinical laboratories. We offer broad access to clinical testing through a nationwide network of laboratories, patient service centers, phlebotomists in physician offices, and our connectivity resources, including call centers and mobile phlebotomists, nurses and other health and wellness professionals. Our large in-house staff of medical and scientific experts, including medical directors, scientific directors, genetic counselors and board-certified geneticists, provide medical and scientific consultation to healthcare providers and patients regarding our tests and test results, and help them best utilize our services to improve outcomes and enhance satisfaction. Our DIS business makes up greater than 95% of our consolidated net revenues.

We assess our revenue performance for our DIS business based upon, among other factors, volume (measured by test requisitions) and revenue per requisition. Each test 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, business 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

Our diagnostic solutions ("DS") group, which represents the balance of our consolidated net revenues, includes our risk assessment services business, which offers solutions for insurers, and our healthcare information technology businesses, which offer solutions for healthcare providers and payers.

~~Third Quarter Highlights~~25

	Three Months Ended September 30,
	2024	2023
	(dollars in millions, except per share data)
Net revenues	$2,488	$2,295
DIS revenues	$2,427	$2,228
Revenue per requisition change	3.3%	(7.2)%
Requisition volume change	5.5%	(0.5)%
Organic requisition volume change	0.5%	(1.0)%
DS revenues	$61	$67
Operating income	$330	$342
Net income attributable to Quest Diagnostics	$226	$225
Diluted earnings per share	$1.99	$1.96
Net cash provided by operating activities	$356	$207
Capital expenditures	$106	$105

Table of Contents

~~For~~First ~~further~~Quarter ~~discussion of the year-over-year changes for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, see "Results of Operations" below.~~Highlights

Acquisition of select assets of Lenco Diagnostic Laboratories, Inc. ("Lenco")


	Three Months Ended March 31,
	2025	2024
	(dollars in millions, except per share data)

Net revenues	$2,652	$2,366



DIS revenues	$2,589	$2,298
Revenue per requisition change	0.3%	0.1%
Requisition volume change	12.4%	1.6%
Organic requisition volume change	(0.9)%	1.0%
DS revenues	$63	$68
Operating income	$346	$300
Net income attributable to Quest Diagnostics	$220	$194
Diluted earnings per share	$1.94	$1.72
Net cash provided by operating activities	$314	$154
Capital expenditures	$117	$104

OnFor ~~February 12,~~further ~~2024,~~discussion ~~we acquired select assets~~ of ~~Lenco,~~the anyear-over-year ~~independent~~changes ~~clinical~~for ~~diagnostic~~the ~~laboratory~~three ~~provider~~months ~~serving~~ended ~~physicians~~March 31, in2025 ~~New~~compared ~~York,~~to inthe anthree ~~all-cash~~months ~~transaction~~ended ~~for $111~~March ~~million. The~~31, ~~acquired~~2024, ~~business~~see is"Results ~~included~~of inOperations" ~~our DIS business~~below.

Acquisition of select assets of PathAI Diagnostics

On June 10, 2024, we acquired select assets of PathAI Diagnostics, a business that provides anatomic and digital pathology laboratory services, in an all-cash transaction for $100 million. The acquired business is included in our DIS business.

Acquisition of LifeLabs Inc. ("LifeLabs")

On August 23, 2024, we completed the acquisition of LifeLabs in an all-cash transaction for approximately CAN $1.35 billion (approximately USD $1 billion). LifeLabs provides laboratory diagnostic information and digital health connectivity systems in Canada. The acquired business is included in our DIS business.

Acquisition of select assets of the outreach laboratory services business of Allina Health ("Allina")

On September 16, 2024, we acquired select assets of the outreach laboratory services business of Allina, which serves providers and patients in Minnesota and Wisconsin, in an all-cash transaction for $230 million. The acquired business is included in our DIS business.

Acquisition of the laboratory business of three physician groups in New York

On September 30, 2024, we acquired the laboratory business of three physician groups in New York in an all-cash transaction for $300 million. The acquired business is included in our DIS business.

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

August 2024 Senior Notes Offering

In August 2024, we completed a $1.85 billion senior notes offering, consisting of $400 million aggregate principal amount of 4.60% senior notes due December 2027 (the "2027 Senior Notes"), $600 million aggregate principal amount of 4.625% senior notes due December 2029 (the "2029 Senior Notes") and $850 million aggregate principal amount of 5.00% senior notes due December 2034 (the "2034 Senior Notes," and together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes"). We used a portion of the net proceeds from the Senior Notes offering to fund the purchase price and related transaction costs of the acquisition of LifeLabs (see above for further details). We expect to use the balance of the net proceeds from the offering for general corporate purposes, which may include the redemption or repayment of indebtedness including our 3.50% senior notes due March 2025.

For further details regarding our debt, see Note 7 to the interim unaudited consolidated financial statements.

Invigorate Program

We are engaged in a multi-year program called Invigorate, which includes structured plans to drive savings and improve productivity across the value chain, including in such areas as patient services, logistics and laboratory operations, revenue services, information technology and procurement. The Invigorate program aims to deliver 3% annual cost savings and productivity improvements to partially offset pressures from the current inflationary environment, including labor and benefit cost increases and reimbursement pressures. We are leveraging automation and artificial intelligence to improve productivity and also improve quality across our entire value chain, not just in the laboratory. Other areas of focus include reducing denials and patient concessions, enhancing the digital experience, and selecting and retaining talent.

30 For the three months ended March 31, 2025, we incurred $19 million of pre-tax charges in connection with restructuring and integration activities, including $11 million of employee separation costs, with the remainder including integration costs. Most of the charges will result in cash expenditures. Additional restructuring and integration charges may be incurred in future periods, including as we identify additional opportunities to achieve further savings and productivity improvements.

Table of Contents

For the nine months ended September 30, 2024, we incurred $45 million of pre-tax charges in connection with restructuring and integration activities, including $21 million of employee separation costs, with the remainder including integration costs. Most of the charges will result in cash expenditures. Additional restructuring and integration charges may be incurred in future periods, including as we identify additional opportunities to achieve further savings and productivity improvements.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies from those disclosed in our ~~2023~~2024 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.

3126

Table of Contents

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,
	Three Months Ended March 31,
	2024			2023			$ Change		% Change		2024			2023			$ Change		% Change
	2025			2024			$ Change		% Change
	(dollars in millions, except per share amounts)
Net revenues:
DIS business	$	2,~~427~~589		$	2,~~228~~298		$	~~199~~291	912.07	%	$	~~7,058~~		$	~~6,755~~		$	~~303~~	~~4.5~~	%
DS businesses	6163			6768			(65)		(7.97)		~~193~~			~~209~~			~~(16)~~		~~(7.2)~~
Total net revenues	$	2,~~488~~652		$	2,~~295~~366		$	~~193~~286	812.51	%	$	~~7,251~~		$	~~6,964~~		$	~~287~~	~~4.1~~	%
Operating costs and expenses and other operating income:
Cost of services	$	1,~~677~~789		$	1,~~541~~595		$	~~136~~194	812.92	%	$	~~4,865~~		$	~~4,647~~		$	~~218~~	~~4.7~~	%
Selling, general and administrative	~~448~~476			~~380~~440			6836		~~17.~~8.2		~~1,304~~			~~1,235~~			69		~~5.5~~
Amortization of intangible assets	3239			2729			510		1534.93		90			81			9		~~11.1~~
Other operating expense, net	12			52			~~(4)~~—		NM		7			6			1		NM
Total operating costs and expenses, net	$	2,~~158~~306		$	12,~~953~~066		$	~~205~~240	1011.56	%	$	~~6,266~~		$	~~5,969~~		$	~~297~~	~~5.0~~	%
Operating income	$	~~330~~346		$	~~342~~300		$	~~(12)~~46	(315.3)4	%	$	~~985~~		$	~~995~~		$	~~(10)~~	~~(1.0)~~	%
Other income (expense):
Interest expense, net	$	(4967)		$	(4043)		$	(924)	2156.20	%	$	~~(136)~~		$	~~(112)~~		$	~~(24)~~	~~21.3~~	%
Other income (expense), net	15			(3)			18		NM		27			10			17		NM
Other (expense) income, net	(3)			9			(12)		NM
Total non-operating expense, net	$	(3470)		$	(4334)		$	9(36)	NM		$	~~(109)~~		$	~~(102)~~		$	~~(7)~~	NM
Income tax expense	$	(6559)		$	(6866)		$	37	(410.45)	%	$	~~(205)~~		$	~~(208)~~		$	3	~~(1.3)~~	%
Effective income tax rate	21.95		%	2225.80		%					~~23.4~~		%	~~23.3~~		%
Equity in earnings of equity method investees, net of taxes	$	618		$	68		$	—10	~~(14~~109.8)4	%	$	14		$	18		$	~~(4)~~	~~(22.6)~~	%
Net income attributable to Quest Diagnostics	$	~~226~~220		$	~~225~~194		$	126	013.52	%	$	~~649~~		$	~~662~~		$	~~(13)~~	~~(1.9)~~	%
Diluted earnings per common share attributable to Quest Diagnostics' common stockholders	$	1.9994		$	1.9672		$	0.0322	112.58	%	$	~~5.74~~		$	~~5.79~~		$	~~(0.05)~~	~~(0.9)~~	%
NM - Not Meaningful

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

3227

Table of Contents

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Net revenues:
DIS business	97.56	%	97.1	%	~~97.3~~	%	~~97.0~~	%
DS businesses	2.54		2.9		~~2.7~~		~~3.0~~
Total net revenues	100.0	%	100.0	%	~~100.0~~	%	~~100.0~~	%
Operating costs and expenses and other operating income:
Cost of services	67.35	%	67.24	%	~~67.1~~	%	~~66.7~~	%
Selling, general and administrative	1817.09		1618.6		~~18.0~~		~~17.7~~
Amortization of intangible assets	1.35		1.2		~~1.2~~		~~1.2~~
Other operating expense, net	0.1		0.1		~~0.1~~		~~0.1~~
Total operating costs and expenses, net	8687.70	%	8587.13	%	~~86.4~~	%	~~85.7~~	%
Operating income	13.30	%	1412.97	%	~~13.6~~	%	~~14.3~~	%

Operating Results

Results for the three months ended ~~September~~March 3031, ~~2024~~2025 were affected by certain items that on a net basis decreased diluted earnings per share by $0.3127 as follows:

•pre-tax amortization expense of $3239 million recorded in amortization of intangible assets, or $0.2126 per diluted share;

•pre-tax ~~net~~ charges of $1819 million ($56 million recorded in cost of services and $1513 million recorded in selling, general and administrative expenses~~, partially offset by a $2 million gain recorded in other operating expense, net~~), or $0.13 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business; and

•pre-tax charges of $52 million ~~($1 million recorded in selling~~, ~~general and administrative expenses and $4 million~~ recorded in other operating expense, net), or $0.0402 per diluted share, primarily representing a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions; ~~and~~partially offset by

•pre-tax ~~charges~~gains of $28 million, recorded in equity in earnings of equity method investees, net of taxes, or $0.0206 per diluted share, ~~representing~~principally ~~net~~consisting ~~losses~~of ~~associated~~a ~~with~~non-recurring ~~changes~~gain inrelated ~~the~~to ~~carrying~~a ~~value of our strategic investments~~lease; ~~partially offset by~~and

•a$9 ~~pre-~~million of excess tax ~~gain~~benefits ofassociated $8with ~~million~~stock-based compensation arrangements, recorded in ~~other~~ income (tax expense), ~~net,~~ or $0.0608 per diluted share~~, representing a non-recurring gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition, and~~ .

~~•$3~~ Results ~~million~~for ofthe ~~excess~~three ~~tax~~months ~~benefits~~ended ~~associated~~March ~~with~~31, ~~stock-based~~2024 ~~compensation~~were ~~arrangements,~~affected ~~recorded~~by incertain ~~income~~items ~~tax~~that ~~expense,~~on ora ~~$0.03~~net ~~per~~basis decreased diluted earnings per share by $0.32 as follows:

~~Results~~•pre-tax ~~for~~amortization ~~the~~expense ~~nine~~of ~~months~~$29 ~~ended~~million ~~September 30,~~recorded ~~2024~~in ~~were~~amortization ~~affected~~of byintangible ~~certain~~assets ~~items~~or ~~that on a net basis decreased diluted earnings per share by~~ $0.9619 asper ~~follows:~~diluted share;

•pre-tax ~~amortization~~charges ~~expense~~ of $9017 million ($13 million recorded in ~~amortization~~cost of ~~intangible~~services ~~assets~~and $4 million recorded in selling, general and administrative expenses), or $0.5912 per diluted share, primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business; and

•pre-tax ~~net~~ charges of $453 million ~~($19 million recorded in cost of services and $28 million recorded in selling~~, ~~general and administrative expenses, partially offset by a $2 million gain~~ recorded in other operating expense, net), or $0.3103 per diluted share, ~~primarily~~representing a loss associated with ~~workforce~~the ~~reductions~~increase ~~and~~in ~~integration~~the ~~costs~~fair ~~incurred~~value inof ~~connection~~the ~~with~~contingent ~~further~~consideration ~~restructuring~~accrual ~~and~~associated ~~integrating~~with ~~our~~previous ~~business~~acquisitions; partially offset by

•~~pre-tax charges of~~ $~~12 million ($~~2 million ~~recorded~~of inexcess ~~selling,~~tax ~~general~~benefits ~~and~~associated ~~administrative~~with ~~expenses~~stock-based ~~and~~compensation ~~$10~~arrangements, ~~million~~ recorded in ~~other~~income ~~operating~~tax expense, ~~net),~~ or $0.1002 per diluted share~~, primarily representing a loss associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions; and~~.

•pre-tax charges of $11 million recorded in equity in earnings of equity method investees, net of taxes, or $0.07 per diluted share, representing net losses associated with changes in the carrying value of our strategic investments; partially offset by

Table of Contents

•a pre-tax gain of $8 million, recorded in other income (expense), net, or $0.06 per diluted share, representing a non-recurring gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition, and

•$6 million of excess tax benefits associated with stock-based compensation arrangements, recorded in income tax expense, or $0.05 per diluted share.

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

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

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

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

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

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

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

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

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

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

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

Net Revenues

Net revenues for the three months ended ~~September~~March 3031, ~~2024~~2025 increased by 812.51% compared to the prior year period.

DIS revenues for the three months ended ~~September~~March 3031, ~~2024~~2025 increased by 912.07% compared to the prior year period.

~~For the three months ended September 30, 2024:~~28

Table of Contents

~~•The increase in DIS revenues compared to the prior year period was driven primarily by organic growth and the impact of recent acquisitions.~~ For the three months ended ~~September~~March 3031, ~~2024, recent acquisitions contributed approximately 4.4% to DIS revenues.~~2025:

•~~DIS~~The ~~volume~~increase ~~increased~~in byDIS ~~5.5%~~revenues compared to the prior year period ~~primarily~~was driven primarily by the impact of recent acquisitions and, ~~which~~to a lesser extent, organic growth. For the three months ended March 31, 2025, recent acquisitions contributed approximately 510.0% to DIS ~~volume~~revenues.

•~~Revenue~~DIS ~~per~~volume ~~requisition~~ increased by 312.34% compared to the prior year period ~~principally~~driven ~~due~~by the impact of recent acquisitions, which contributed approximately 13.3% to anDIS ~~increase~~volume, inwith ~~the~~organic ~~number~~volume ofdown ~~tests~~by ~~per~~0.9%. During ~~requisition~~the quarter, weather and ~~favorable~~one ~~test~~less ~~mix~~day versus the prior year reduced volume growth by approximately 1.6%.

DS•Revenue ~~revenues~~per ~~for~~requisition ~~the~~increased ~~three months ended September 30, 2024 decreased~~ by 70.93% compared to the prior year period principally due to ~~lower~~an ~~revenues~~increase ~~associated~~in ~~with~~the ~~both~~number ~~our~~of ~~risk~~tests ~~assessment~~per ~~services~~requisition, ~~offered~~substantially tooffset ~~insurers~~by ~~and~~the ~~our~~impact ~~healthcare~~of ~~information~~LifeLabs ~~technology~~Inc. ~~businesses~~(which was acquired during August 2024), which has a lower revenue per requisition. On an organic basis, revenue per requisition increased 3.6% during the quarter.

~~Net~~DS revenues for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ~~increased~~decreased by 47.17% compared to the prior year period. principally due to lower revenues associated with our risk assessment services offered to insurers.

DIS revenues for the nine months ended September 30, 2024 increased by 4.5% compared to the prior year period.

For the nine months ended September 30, 2024:

•The increase in DIS revenues compared to the prior year period was driven primarily by organic growth in the base business (which excludes COVID-19 testing) and, to a lesser extent, the impact of recent acquisitions, partially offset by a decrease in COVID-19 testing. For the nine months ended September 30, 2024, recent acquisitions contributed approximately 2.0% to DIS revenues.

•DIS volume increased by 2.7% compared to the prior year period primarily driven by the impact of recent acquisitions, which contributed approximately 2.0% to DIS volume, and growth in the base business, partially offset by a decrease in COVID-19 testing.

•Revenue per requisition increased by 1.7% compared to the prior year period principally due to an increase in the number of tests per requisition and favorable test mix, partially offset by the impact of the decrease in COVID-19 testing.

•DIS revenues in the base business (including the impact of recent acquisitions) increased by 6.6% compared to the prior year period.

•Testing volume in the base business (including the impact of recent acquisitions) was up 3.6% compared to the prior year period.

•Revenue per requisition in the base business increased by 2.9% compared to the prior year period principally due to an increase in the number of tests per requisition and favorable test mix.

DS revenues for the nine months ended September 30, 2024 decreased by 7.2% compared to the prior year period due to lower revenues associated with both our risk assessment services offered to insurers and our healthcare information technology businesses.

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~~March 3031, ~~2024~~2025, cost of services increased by $~~136~~194 million compared to the prior year period. The increase was primarily driven by the impact of recent acquisitions, wage increases, ~~higher supplies expense~~and, ~~and~~to ~~lower~~a ~~performance-based~~lesser ~~compensation~~extent, inhigher ~~the~~supplies ~~prior year period~~expense, partially offset by cost savings and productivity improvements from our Invigorate program.

For the nine months ended September 30, 2024, cost of services increased by $218 million compared to the prior year period. The increase was primarily driven by the impact of recent acquisitions, wage increases, higher supplies expense, and lower performance-based compensation in the prior year period, partially offset by cost savings and productivity improvements from our Invigorate program.

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.

35 For the three months ended March 31, 2025, SG&A increased by $36 million compared to the prior period. The increase was primarily driven by the impact of recent acquisitions, partially offset by lower costs associated with changes in the value of our deferred compensation obligations.

~~Table~~ The changes in the value of ~~Contents~~our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other (expense) income, net. For further details regarding our deferred compensation plans, see Note 17 to the audited consolidated financial statements included in our 2024 Annual Report on Form 10-K.

For the three months ended September 30, 2024, SG&A increased by $68 million compared to the prior period. The increase was primarily driven by the impact of recent acquisitions, lower performance-based compensation in the prior year period, and higher costs associated with changes in the value of our deferred compensation obligations.

For the nine months ended September 30, 2024, SG&A increased by $69 million compared to the prior period. The increase was primarily driven by the impact of recent acquisitions, lower performance-based compensation in the prior year period, higher costs associated with changes in the value of our deferred compensation obligations and higher depreciation expense.

The changes in the value of our deferred compensation obligations is largely offset by changes in the value of the associated investments, which are recorded in other income (expense), net. For further details regarding our deferred compensation plans, see Note 18 to the audited consolidated financial statements included in our 2023 Annual Report on Form 10-K.

Amortization Expense

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, amortization expense increased by $510 million ~~and $9 million, respectively,~~ compared to the prior year ~~periods,~~period as a result of recent acquisitions.

Other Operating Expense, Net

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

For both the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, other operating expense, net primarily represents losses associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions.

Interest Expense, Net

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, interest expense, net increased by $~~9 million and $~~24 million, ~~respectively,~~ compared to the prior year ~~periods~~period primarily due to the issuance during ~~November 2023 of $750 million aggregate principal amount of 6.40% senior notes due 2033 and the issuance during~~ August 2024 of $1.85 billion of ~~Senior~~senior Notes (see "Third Quarter Highlights" above for further details), partially offset by increased interest income (principally due to higher cash on hand) and lower borrowings under our secured receivables credit facilitynotes.

~~Other Income (Expense), Net~~ 29

Other income (expense), 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 and nine months ended September 30, 2024, other income (expense), net included $6 million and $18 million, respectively, of gains associated with investments in our deferred compensation plans. Additionally, both periods included an $8 million gain associated with a foreign exchange forward contract utilized in conjunction with an acquisition.

For the three and nine months ended September 30, 2023, other income (expense), net included $3 million of losses and $9 million of gains, respectively, associated with investments in our deferred compensation plans.

Income Tax Expense

Income tax expense for the three months ended September 30, 2024 and 2023 was $65 million and $68 million, respectively.

The effective income tax rate for the three months ended September 30, 2024 and 2023 was 21.9% and 22.8%, respectively. The effective income tax rate benefited from $3 million and $2 million of excess tax benefits associated with stock-based compensation arrangements for the three months ended September 30, 2024 and 2023, respectively.

Table of Contents

~~Income~~Other ~~tax~~(Expense) ~~expense for the nine months ended September 30~~Income, ~~2024~~Net ~~and 2023 was $205 million and $208 million, respectively.~~

~~The~~Other ~~effective~~(expense) income ~~tax rate for the nine months ended September 30~~, ~~2024~~net ~~and~~represents ~~2023~~miscellaneous ~~was~~income ~~23.4%~~ and ~~23.3%,~~expense ~~respectively.~~items ~~The~~related ~~effective~~to ~~income~~non-operating ~~tax~~activities, ~~rate~~such ~~benefited~~as ~~from~~gains ~~$6 million~~ and $9losses ~~million of excess tax benefits~~ associated with ~~stock-based~~investments ~~compensation arrangements for the nine months ended September 30, 2024~~ and ~~2023,~~other ~~respectively~~non-operating assets.

For the three months ended March 31, 2025, other (expense) income, net included $2 million of losses associated with investments in our deferred compensation plans.

For the three months ended March 31, 2024, other (expense) income, net included $9 million of gains associated with investments in our deferred compensation plans.

Income Tax Expense

Income tax expense for the three months ended March 31, 2025 and 2024 was $59 million and $66 million, respectively.

The effective income tax rate for the three months ended March 31, 2025 and 2024 was 21.5% and 25.0%, respectively. The effective income tax rate benefited from $9 million and $2 million of excess tax benefits associated with stock-based compensation arrangements for the three months ended March 31, 2025 and 2024, respectively.

Equity in Earnings of Equity Method Investees, Net of Taxes

Equity in earnings of equity method investees, net of taxes, ~~during~~increased by $10 million for the three months ended ~~September~~March 3031, ~~2024~~2025, ~~was~~compared ~~principally~~to ~~consistent with~~ the prior year period, primarily due to the three months ended March 31, 2025 including an $8 million non-recurring gain related to a lease.

~~Equity in earnings of equity method investees, net of taxes, decreased by $4 million for the nine months ended September~~ 30, 2024 compared to the prior year period primarily due to the nine months ended September 30, 2024 including $11 million of losses associated with changes in the carrying value of our strategic investments, partially offset by increased demand for testing services at our diagnostic information services joint venture.

Table of Contents

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~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the fair value of our debt was estimated at approximately $65.38 billion and $4.6.1 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~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the estimated fair value was ~~more than (~~less than) the carrying value of the debt by $3259 million and $~~(127)~~112 million, respectively. A hypothetical 10% increase in interest rates (representing 3249 basis points and 5035 basis points as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively) would potentially reduce the estimated fair value of our debt by approximately $~~178~~157 million and $~~139~~184 million, respectively, as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

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 the adjusted Term Secured Overnight Financing Rate ("Term SOFR"), plus a spread. Interest on our senior unsecured revolving credit facility is based on certain published rates plus an applicable margin based on changes in our public debt ratings. As such, our borrowing cost under this credit arrangement is subject to fluctuations in interest rates and changes in our public debt ratings. As of ~~September~~March 3031, ~~2024~~2025, the borrowing rates under these debt instruments were: for our secured receivables credit facility, commercial paper rates for highly-rated issuers or the adjusted Term SOFR, plus a spread of 0.80%; and for our senior unsecured revolving credit facility, the adjusted Term SOFR, plus 1.00%. As of ~~September~~March 3031, ~~2024~~2025, there were no$215 million of borrowings outstanding under the secured receivables credit facility and there were no borrowings outstanding under the senior unsecured revolving credit facility.

~~Based~~The onnotional ~~our~~amount ~~net~~of ~~exposure~~ fixed-to-variable interest rate ~~changes~~swaps outstanding as of March 31, a2025 ~~hypothetical~~and ~~10%~~December ~~change~~31, to2024 ~~the~~was ~~variable~~$1.25 ~~rate~~billion ~~component~~and $700 million, respectively. The aggregate fair value of ~~our~~the fixed-to-variable interest rate ~~indebtedness~~swaps ~~would~~was ~~not~~$6 ~~materially~~million ~~change~~and ~~our~~$34 ~~annual~~million, ~~interest~~in ~~expense.~~a liability position, as of March 31, 2025 and December 31, 2024, respectively.

~~For~~Based ~~further~~on ~~details regarding~~ our ~~outstanding~~net ~~debt,~~exposure ~~see~~to ~~Note~~interest 7rate tochanges, ~~the~~a ~~interim~~hypothetical ~~unaudited~~10% ~~consolidated~~change ~~financial~~to ~~statements~~the ~~and~~variable ~~Note~~rate 14component toof ~~the~~our ~~audited~~variable-rate ~~consolidated~~indebtedness ~~financial~~would ~~statements~~not ~~included~~materially inchange our ~~2023~~annual ~~Annual~~interest ~~Report~~expense. A onhypothetical ~~Form~~ 10~~-K. For~~% ~~details~~change ~~regarding~~in ~~our~~the ~~financial~~SOFR ~~instruments~~curve ~~and~~(representing ~~hedging~~a ~~activities,~~38 ~~see~~basis ~~Note~~points 8change toin the ~~interim~~weighted ~~unaudited~~average ~~consolidated~~yield) ~~financial~~would ~~statements~~potentially ~~and~~change ~~Note 16 to~~ the ~~audited~~fair ~~consolidated~~value ~~financial~~of ~~statements~~our ~~included~~fixed- into-variable ~~our~~interest ~~2023~~rate ~~Annual~~swaps ~~Report~~by on$35 ~~Form 10-K~~million.

For further details regarding our outstanding debt, see Note 7 to the interim unaudited consolidated financial statements and Note 13 to the audited consolidated financial statements included in our 2024 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 2024 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 our consolidated balance sheet with changes in fair value recorded in current earnings in our consolidated statement of operations. Equity investments that do not have readily determinable fair values (which consist of investments in preferred and common shares of private companies) are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

We regularly evaluate equity investments that do not have readily determinable fair values to determine if there are any indicators that the investments are impaired. The carrying value of our equity investments that do not have readily determinable fair values was $37 million as of ~~September~~March 3031, ~~2024~~2025. In conjunction with the preparation of our ~~September~~March 3031, ~~2024~~2025 financial statements, we considered whether the carrying values of our investments were impaired and concluded that no such impairment existed.

We do not hedge our equity price risk. The impact of an adverse movement in equity prices on our holdings in privately held companies cannot be easily quantified as our ability to realize returns on investments depends on, among other things, the enterprises’ ability to raise additional capital or derive cash inflows from continuing operations or through liquidity events such as initial public offerings, mergers or private sales. 31

Table of Contents

Liquidity and Capital Resources

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		Change
	2025		2024		Change
	(dollars in millions)
Net cash provided by operating activities	$	~~870~~314	$	~~745~~154	$	~~125~~160
Net cash used in investing activities	(~~2,046~~115)		(~~947~~213)		~~(1,099)~~98
Net cash provided by financing activities	1,254		30		1,224
Net cash used in financing activities	(561)		(153)		(408)
Net change in cash and cash equivalents and restricted cash	$	78	$	(172)	$	250
Effect of exchange rate changes on cash and cash equivalents and restricted cash	1		—		1
Net change in cash and cash equivalents and restricted cash	$	(361)	$	(212)	$	(149)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly-liquid short-term investments with original maturities, at the time of acquisition, of three months or less. Cash and cash equivalents as of ~~September~~March 3031, ~~2024~~2025 totaled $~~764~~188 million, compared to $~~686~~549 million as of December 31, ~~2023~~2024.

As of ~~September~~March 3031, ~~2024~~2025, approximately 1344% of our $~~764~~188 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~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $~~870~~314 million and $~~745~~154 million, respectively. The $~~125~~160 million increase in net cash provided by operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to the prior year period, was primarily a result of ~~lower~~the ~~income~~timing ~~tax~~of payments and ~~lower~~increased ~~performance-based~~operating ~~compensation payments~~income.

Days sales outstanding, a measure of billing and collection efficiency, was 4947 days as of ~~September~~March 3031, ~~2024~~2025, 5048 days as of of December 31, ~~2023~~2024 and 50 days as of ~~September~~March 3031, ~~2023~~2024.

Cash Flows from Investing Activities

Net cash used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $~~2.0~~115 ~~billion~~million and $~~947~~213 million, respectively. This $~~1.1~~98 ~~billion~~million ~~increase~~decrease in net cash used in investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to the prior year period, was primarily a result of ~~increased~~decreased cash used for business acquisitions ~~(see "Third Quarter Highlights" above for further details), partially offset by decreased capital expenditures~~.

Cash Flows from Financing Activities

Net cash ~~provided~~used byin financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $~~1.3~~561 ~~billion~~million and $30153 million, respectively. This $~~1.2~~408 ~~billion~~million increase in net cash ~~provided~~used byin financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to the prior year period, was primarily a result of ~~the~~repaying issuance of $1.85 billion of Senior Notes during August 2024 (see "Third Quarter Highlights" above for further details). Such issuance was partially offset by the nine months ended September 30, 2024 including the repayment in full of the outstanding indebtedness under our $~~300~~600 million of 43.2550% senior notes at(which ~~maturity~~matured ~~and~~on ~~the~~March ~~nine~~30, ~~months~~2025) ~~ended~~using ~~September 30,~~a ~~2023~~combination ~~including~~of cash on hand and $~~278~~ 215 million of ~~net~~ borrowings under our secured receivables credit facility.

During the ~~nine~~three months ended ~~September~~March 3031, 2025, we borrowed $215 million under our secured receivables credit facility, none of which was repaid prior to March 31, 2025. During the three months ended March 31, 2025, there were no borrowings or repayments under our senior unsecured revolving credit facility. During the three months ended March 31, 2024, there were no borrowings or repayments under our secured receivables credit facility and our senior unsecured revolving credit facility.

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

Dividend Program

3932

Table of Contents

During ~~each of~~ the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, our Board of Directors declared a quarterly cash dividend of $0.7580 per common share. During each of the four quarters of ~~2023~~2024, our Board of Directors declared a quarterly cash dividend of $0.7175 per common share.

Share Repurchase Program

As of ~~September~~March 3031, ~~2024~~2025, $1.0.9 billion remained available under our share repurchase authorization. The share repurchase authorization has no set expiration or termination date.

Share Repurchases

For both the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, we repurchased no shares of our common stock.

Contractual Obligations

A description of the terms of our indebtedness and related debt service requirements is contained in Note 13 to the audited consolidated financial statements included in our 2024 Annual Report on Form 10-K.

A discussion of our lease obligations is contained in Note 14 to the audited consolidated financial statements included in our 2024 Annual Report on Form 10-K.

A discussion of our noncancellable commitments to purchase products or services is contained in Note 18 to the audited consolidated financial statements included in our 2024 Annual Report on Form 10-K.

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~~approximately ~~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~~March 3031, ~~2024~~2025 financial statements, we considered whether the carrying values of our equity method investments were impaired and concluded that no such impairment existed.

Requirements and Capital Resources

We estimate that we will invest approximately $~~420~~500 million during ~~2024~~2025 for capital expenditures, to support and grow our existing operations, principally related to investments in laboratory equipment and facilities, including laboratory automations and information technology to support our diagnostic offerings.

In February 2025, we committed to a multi-year project ("Project Nova") to modernize our "Order-to-Cash" business processes including related information technology infrastructure and underlying enabling technologies. We ~~have~~expect ~~$600 million~~to deliver value throughout the implementation of 3Project Nova, as it unlocks a variety of streamlined operational benefits, reduced technology-related operating costs, accelerated revenue opportunities and improvements to the customer and patient experience.~~50%~~ See ~~senior~~our ~~notes~~2024 ~~due~~Annual ~~March~~Report ~~2025~~on Form 10-K for further details.

~~Additionally,~~As onof ~~October 13~~March 31, ~~2024~~2025, we ~~completed~~had ~~the~~$1.1 ~~acquisition~~billion of ~~select~~borrowing ~~assets~~capacity ofavailable ~~the~~under ~~outreach~~our ~~laboratory~~existing ~~services~~credit ~~business~~facilities, ofincluding ~~OhioHealth~~$308 million inavailable anunder ~~all-cash~~our ~~transaction~~secured ~~for~~receivables credit facility and $~~200~~ 750 million~~. We~~ ~~have~~available ~~also~~under ~~entered~~our ~~into~~senior aunsecured ~~definitive~~revolving ~~agreement~~credit tofacility. There ~~acquire~~were ~~select~~$215 ~~assets~~million of borrowings outstanding under the ~~outreach~~secured ~~laboratory~~receivables ~~services~~credit ~~business~~facility ofand ~~University~~no ~~Hospitals,~~borrowings ~~which~~outstanding isunder ~~expected~~the tosenior ~~close~~unsecured inrevolving ~~the~~credit ~~fourth~~facility ~~quarter~~as of ~~2024~~March 31, 2025. ~~For~~In ~~further~~support ~~details~~of our risk management program, ~~see~~$77 ~~Notes~~million 5in ~~and~~letters 14of tocredit under the ~~interim~~secured ~~unaudited~~receivables ~~consolidated~~credit ~~financial~~facility ~~statements~~were outstanding as of March 31, 2025.

AsOur ofsecured ~~September 30,~~receivables ~~2024,~~credit wefacility ~~had~~is ~~$1.3~~subject ~~billion~~to ofcustomary ~~borrowing~~affirmative ~~capacity~~and ~~available~~negative ~~under~~covenants, ~~our~~and ~~existing~~certain ~~credit~~financial ~~facilities,~~covenants ~~including~~with ~~$527 million~~respect ~~available~~to ~~under~~the ~~our secured~~ receivables ~~credit~~that ~~facility~~comprise ~~and~~the ~~$750~~borrowing ~~million~~base ~~available~~and ~~under~~secure ~~our~~the ~~senior unsecured revolving credit facility. There were no~~ borrowings ~~outstanding~~ under ~~either~~ the ~~secured receivables credit~~ facility. orOur ~~the~~ senior unsecured revolving credit facility asis ofalso ~~September 30,~~subject ~~2024. In~~to ~~support~~certain offinancial ~~our~~covenants ~~risk~~and ~~management~~limitations ~~program,~~on ~~$73~~indebtedness. As ~~million in letters~~ of ~~credit~~March 31, ~~under~~2025, ~~the~~we ~~secured~~were ~~receivables~~in ~~credit~~compliance ~~facility~~with ~~were~~all ~~outstanding~~such asapplicable offinancial ~~September 30, 2024~~covenants.

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, 2024, we were in compliance with all such applicable financial covenants. 33

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

Table of Contents

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”, "aim", 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, uncertain and volatile economic conditions, 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 policies, including related to trade, and regulations, changing relationships with customers, payers, suppliers and strategic partners, acquisitions 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~~first quarter of ~~2024~~2025, 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.

Table of Contents

Item 1A. Risk Factors

Item 1A. of our Annual Report on Form 10-K for the year ended December 31, ~~2023 and Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2024 ~~include~~includes a discussion of our risk factors. There have been no material changes in the risk factors described in ~~those~~that ~~reports~~report.

4234

Table of Contents

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~~first quarter of ~~2024~~2025.

ISSUER PURCHASES OF EQUITY SECURITIES

Period

Total Number ofSharesPurchased

Average PricePaid per Share

Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs

ApproximateDollar Value ofShares that MayYet Be PurchasedUnder the Plansor Programs (in thousands)

July 1, 2024 – July 31, 2024

January 1, 2025 – January 31, 2025

Share Repurchase Program (A)

—

1885,~~035,913~~914

Employee Transactions (B)

~~3,910~~—

~~142.65~~—

N/A

August 1, 2024 - August 31, 2024

February 1, 2025 - February 28, 2025

Share Repurchase Program (A)

—

1885,~~035,913~~914

Employee Transactions (B)

~~476~~65,739

~~149~~170.7572

N/A

September 1, 2024 – September 30, 2024

March 1, 2025 – March 31, 2025

Share Repurchase Program (A)

—

1885,~~035,913~~914

Employee Transactions (B)

~~120~~176,106

~~155~~173.7072

N/A

Total

Share Repurchase Program (A)

—

1885,~~035,913~~914

Employee Transactions (B)

4241,~~506~~845

~~143~~172.7591

N/A

(A)Since the share repurchase program’s inception in May 2003, our Board of Directors has authorized $13 billion of share repurchases of our common stock through ~~September~~March 3031, ~~2024~~2025. The share repurchase authorization has no set expiration or termination date.

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

Table of Contents

Item 5. Other Information

a.None

b.None

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

Table of Contents

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

Name

Title

Type of Trading Arrangement

Security

Action

Date of Action

Duration of Trading Arrangement

Aggregate Number of Securities Covered

Michael Deppe

SVP, Corporate Controller and Chief Accounting Officer

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 8, 2024

August 8, 2024 to November 12, 2025*

Up to 18,755

Mark Delaney

SVP, Chief Commercial Officer

Rule 10b5-1 plan to sell

Common Stock

Adoption

February 7, 2025

February 7, 2025 to November 11, 2025*

Up to 1,699*

Cathy Doherty

EVP, Regional Businesses

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 27, 2024

August 27, 2024 to August 22, 2025*

Up to 43,558*

Michael Prevoznik

SVP, General Counsel

Rule 10b5-1 plan to sell

Common Stock

Adoption

August 30, 2024

August 30, 2024 to August 15, 2025*

Up to 43,314*

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

4436

Table of Contents

Item 6.Exhibits

Exhibits:

3.1			Restated Certificate of Incorporation
10.1			Form of Quest Diagnostics Incorporated 2025 Equity Award Agreement
3.2			Amended and Restated By-Laws of Quest Diagnostics Incorporated, as amended August 14, 2024 (filed as Exhibit 3.1 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)
22			Subsidiary Guarantors of Securities
4.1			Twenty-Third Supplemental Indenture, dated as of August 19, 2024, between the Company and the Bank of New York (filed as Exhibit 4.2 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)
31.1			Rule 13a-14(a) Certification of Chief Executive Officer
4.2			Form of 4.600% Senior Note due 2027 (filed as Exhibit 4.3 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)
31.2			Rule 13a-14(a) Certification of Chief Financial Officer
4.3			Form of 4.625% Senior Note due 2029 (filed as Exhibit 4.4 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)
32.1			Section 1350 Certification of Chief Executive Officer
4.4			Form of 5.000% Senior Note due 2034 (filed as Exhibit 4.5 to the Company’s current report on Form 8-K (Date of Report: August 14, 2024) and incorporated herein by reference) (Commission File Number 001-12215)
32.2			Section 1350 Certification of Chief Financial Officer
22			Subsidiary Guarantors of Securities
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
31.1			Rule 13a-14(a) Certification of Chief Executive Officer
101.SCH			Inline XBRL Taxonomy Extension Schema Document - dgx-20250331.xsd
31.2			Rule 13a-14(a) Certification of Chief Financial Officer
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document - dgx-20250331_cal.xml
32.1			Section 1350 Certification of Chief Executive Officer
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document - dgx-20250331_def.xml
32.2			Section 1350 Certification of Chief Financial Officer
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document - dgx-20250331_lab.xml
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.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document - dgx-20250331_pre.xml
101.SCH			Inline XBRL Taxonomy Extension Schema Document - dgx-20240930.xsd
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document - dgx-20240930_cal.xml
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document - dgx-20240930_def.xml
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document - dgx-20240930_lab.xml
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document - dgx-20240930_pre.xml
104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

4537

Table of Contents

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~~April 23, ~~2024~~2025

Quest Diagnostics Incorporated


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


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

4638

Filing Compare · QUEST DIAGNOSTICS INC