DGX 8-K Current Reports

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Oct 22, 2026)

Quest Diagnostics Incorporated (DGX) reported strong third quarter 2026 financial results, exceeding expectations and prompting an upward revision of its full-year 2026 guidance. The company announced total revenues of $3.10 billion, a 10.0% increase year-over-year, driven by robust organic revenue growth. Reported diluted EPS rose by 28.7% to $2.78, with adjusted diluted EPS growing 15.4% to $3.00. This performance has led Quest Diagnostics to raise its full-year revenue guidance to a range of $12.065 billion to $12.105 billion and its adjusted diluted EPS guidance to $11.25-$11.35. The company attributes its success to strong performance across physician, hospital, and consumer channels, augmented by efficiency gains from automation and AI, and highlighted strategic initiatives such as expanding its Alzheimer's diagnostic offerings and an integration with Apple Health.

Oct 22, 2026 8-K

Leadership Changes

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Oct 6, 2026)

Quest Diagnostics Incorporated (DGX) has announced a significant leadership transition involving Catherine T. Doherty, who will retire in July 2027. To ensure a smooth handover and leverage her expertise, Ms. Doherty will transition from her current role to Executive Vice President, effective November 1, 2026. In this new capacity, she will focus on key strategic areas including health systems, the company's joint venture with Corewell Health, and Project Nova, a critical initiative aimed at modernizing the "Order to Cash" business processes and associated IT infrastructure. This transition is accompanied by adjustments to Ms. Doherty's compensation and incentive structure. Her base salary of $650,000 and target annual incentive compensation remain unchanged. However, she will receive a long-term equity award valued at $1,200,000, entirely in restricted stock units, granted on November 3, 2026. This award aligns with the terms of other senior executive long-term incentives. Investors should note that this filing does not involve any new financial performance disclosures or material changes in business operations beyond this executive transition.

Oct 6, 2026 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jul 23, 2026)

Quest Diagnostics (DGX) reported strong second-quarter 2026 results, with net revenues of $3.04 billion, up 10.2% year over year, and 10.0% organic revenue growth. Requisition volume rose 13.1%, though revenue per requisition declined 2.8%, indicating that growth is being driven by volume rather than pricing or mix. Reported diluted EPS was $2.84 (up 15.0%), and adjusted diluted EPS was $3.12 (up 19.1%). Operating income grew 4.6% on a reported basis, with the operating margin falling to 15.1% from 15.9%, while the adjusted operating margin declined to 16.5% from 16.9%. Cash from operations rose 9.7% to $597 million for the quarter. Management raised full-year 2026 guidance. Net revenues are now expected at $11.95 to $12.05 billion (8.3% to 9.2% growth), up from $11.78 to $11.90 billion. Reported diluted EPS is now $9.97 to $10.17, and adjusted diluted EPS is $11.05 to $11.25, up from $10.63 to $10.83. Management attributed part of the EPS raise to favorable resolution of tax contingencies in the quarter, and the adjusted effective tax rate is expected to be consistent with 2025. Guidance for operating cash flow was lowered to approximately $1.75 billion from approximately $1.80 billion, which is a point investors should weigh against the earnings increase. Capital expenditures are unchanged at approximately $550 million. The balance sheet shows total debt of roughly $5.64 billion, down from about $5.67 billion at year-end 2025, with cash of $626 million. Accounts receivable rose 18% to $1.67 billion, which contributed to the year-to-date cash flow drag. Goodwill increased to $9.11 billion, and noncontrolling interests rose sharply to $303 million from $36 million, reflecting the Corewell Health joint venture. Share repurchases totaled $100 million in the quarter, with $1.3 billion remaining under the authorization.

Jul 23, 2026 8-K

Material AgreementsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 21, 2026)

Quest Diagnostics Inc. (DGX) filed an 8-K report on May 21, 2026, detailing the results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. The primary focus of this filing is the voting outcomes on key corporate governance matters, including director elections and executive compensation. The company saw overwhelming support for its nominated directors, with all nominees being re-elected with substantial 'For' votes, indicating strong shareholder confidence in the current board leadership. Furthermore, shareholders approved the executive compensation as disclosed in the 2026 Proxy Statement through an advisory resolution, and also ratified the appointment of PricewaterhouseCoopers as the independent registered public accounting firm for the fiscal year 2026. Notably, a stockholder proposal advocating for an independent board chairman was not approved, reflecting a preference for the current board structure. Overall, the results signal a positive shareholder sentiment regarding the company's governance and financial oversight.

May 21, 2026 8-K

QUEST DIAGNOSTICS INC 8-K Report, Material Agreement (May 8, 2026)

Quest Diagnostics Incorporated (DGX) has announced the issuance of $500 million in aggregate principal amount of 5.000% senior notes due 2036. This offering, detailed under Item 1.01 of their Form 8-K filed on May 8, 2026, represents a significant debt financing event for the company. The notes will mature on June 30, 2036, and will bear interest payable semi-annually. These senior unsecured notes rank equally with existing and future senior unsecured obligations of Quest Diagnostics. The issuance is governed by an indenture, which includes covenants restricting the company and certain subsidiaries from creating specific liens and entering into certain sale and leaseback transactions. Additionally, limitations are placed on the company's ability to consolidate, merge, or transfer substantially all of its assets. In the event of a change of control triggering event, Quest Diagnostics will be obligated to offer to repurchase the notes at 101% of their principal amount plus accrued interest.

May 8, 2026 8-K

Other EventsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Corporate Update (May 1, 2026)

On May 1, 2026, Quest Diagnostics (NYSE: DGX) disclosed via Form 8-K that it priced a public offering of $500 million aggregate principal amount of 5.000% senior notes due 2036 under its existing shelf registration statement. The offering was priced on April 27, 2026, with closing expected on May 6, 2026, subject to customary conditions. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Mizuho Securities USA LLC are the underwriters named in the Underwriting Agreement dated April 27, 2026. The company stated that it intends to use net proceeds for general corporate purposes, which may include repaying indebtedness. Notably, the filing specifically identifies the company's $500 million 3.45% Senior Notes maturing June 1, 2026 as a potential repayment target. This suggests the new issuance is at least partly a refinancing of a near-term maturity, which would largely keep total debt roughly unchanged while extending the maturity profile to 2036 and replacing a 3.45% coupon with a 5.000% coupon. For investors, the transaction is a routine debt refinancing rather than a signal of new strategic activity. The higher coupon implies increased annual interest expense on the refinanced amount, and the filing does not disclose use of proceeds for acquisitions, buybacks, or other growth initiatives. The 8-K contains no new operating, financial performance, or guidance information.

May 1, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Apr 21, 2026)

Quest Diagnostics (DGX) reported first quarter 2026 results on April 21, 2026, with net revenues of $2.90 billion, up 9.2% year over year, including 9.0% organic growth. Growth was driven primarily by volume: requisition volume rose 10.9% (10.8% organic), partly offset by a 1.3% decline in revenue per requisition. Operating income rose 15.5% to $399 million, and operating margin expanded 80 basis points to 13.8%. Reported diluted EPS was $2.24, up 15.5%, and adjusted diluted EPS was $2.50, up 13.1%. Adjustments for amortization, restructuring, contingent consideration and ETB were the main drivers of the gap between GAAP and adjusted results. Management raised full-year 2026 guidance. Net revenue is now expected at $11.78 billion to $11.90 billion, up 6.8% to 7.8%, compared with the prior $11.70 billion to $11.82 billion. Reported diluted EPS is now $9.58 to $9.78 (previously $9.45 to $9.65), and adjusted diluted EPS is $10.63 to $10.83 (previously $10.50 to $10.70). Cash from operations and capital expenditures guidance was unchanged at roughly $1.75 billion and $550 million, respectively. Cash generation in the quarter was softer, with operating cash flow down 11.6% to $278 million, mainly due to a $180 million increase in accounts receivable. The balance sheet shows goodwill and intangibles increasing from acquisitions, and total debt was roughly $5.66 billion at quarter end, with $38 million spent on business acquisitions in the quarter. Noncontrolling interests rose sharply from $36 million to $300 million, which is notable and was not explained in the excerpted filing. Overall, the quarter was strong on volume, earnings and guidance, with working capital and cash conversion the primary points to monitor.

Apr 21, 2026 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Mar 12, 2026)

Quest Diagnostics (DGX) filed an 8-K on March 12, 2026 disclosing that its Board of Directors elected Timothy Wentworth as a new independent director, effective March 9, 2026. Wentworth, 65, is the former CEO of Walgreens Boots Alliance, where he oversaw restructuring ahead of the company's mid-2025 sale to Sycamore Partners. He previously served as founding CEO of Evernorth Health Services (The Cigna Group) and as president and CEO of Express Scripts. The Board raised the board's size to eleven members with his addition. He was assigned to the Compensation and Leadership Development Committee and the Quality and Compliance Committee, and the Board determined he meets NYSE independence standards. The filing is governance-focused rather than financial. It contains no earnings, guidance, or financial results. Wentworth's compensation follows the standard non-employee director program, including a prorated one-time restricted share unit grant valued at approximately $43,000. The press release, filed as Exhibit 99.1, quotes Chairman, CEO and President Jim Davis praising his experience across health plan, employer and consumer channels, and Lead Independent Director Timothy Ring highlighting his operational expertise in large healthcare companies. For investors, the appointment is a modest governance development. Wentworth's experience in pharmacy benefit management, health plans and consumer health aligns with Quest's stated channels, which may be relevant to its strategy with payers and employers. The filing does not indicate any change in strategy, leadership at the executive officer level, or financial outlook.

Mar 12, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Feb 10, 2026)

Quest Diagnostics (DGX) reported strong fourth-quarter and full-year 2025 results and issued 2026 guidance. Q4 net revenues were $2.81 billion, up 7.1% year over year, with reported diluted EPS of $2.18 (up 11.8%) and adjusted diluted EPS of $2.42 (up 8.5%). For the full year, net revenues rose 11.8% to $11.04 billion, reported diluted EPS rose 13.8% to $8.75, and adjusted diluted EPS rose 10.3% to $9.85. Full-year operating cash flow reached $1.89 billion, up 41.4%. Organic requisition volume growth accelerated to 7.9% in Q4 from 3.4% for the full year, though revenue growth also reflects acquisitions completed in 2024. Management also noted a $46 million one-time CARES Act payroll tax credit gain in 2025 results, which is excluded from adjusted EPS but boosts reported EPS. For 2026, the company guided to net revenues of $11.70 billion to $11.82 billion (6.0% to 7.1% growth), reported diluted EPS of $9.45 to $9.65, and adjusted diluted EPS of $10.50 to $10.70. Guidance calls for operating cash flow of about $1.75 billion, below 2025's $1.89 billion, and capital expenditures of about $550 million. Investors should note that the implied decline in operating cash flow contrasts with the strong 2025 result. Capital return was also expanded. The Board raised the quarterly dividend 7.5% to $0.86 per share from $0.80, effective with the April 20, 2026 payment (record date April 6, 2026), for an annualized dividend of $3.44. The Board also added $1 billion to the share repurchase authorization, on top of roughly $0.4 billion remaining at year-end 2025. The company marked its 15th consecutive year of dividend increases.

Feb 10, 2026 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jan 12, 2026)

Quest Diagnostics (DGX) filed this Form 8-K on January 12, 2026 to furnish the slide presentation CEO Jim Davis delivered at the 44th Annual J.P. Morgan Healthcare Conference. The filing is a Regulation FD disclosure rather than an earnings release: it contains no new quarterly results, no revised guidance for a specific period, and no transaction or governance change. Its substance is management's strategic framing: a roughly $89 billion U.S. lab market growing 1%-4% annually, a Canadian business (LifeLabs) in a roughly $5 billion market, and a long-term outlook beyond 2025 of 4%-5% revenue CAGR and 7%-9% adjusted EPS CAGR, with operating margin expansion of 75-150 basis points by the end of 2027. The capital allocation framework is the most investor-relevant element. For 2025-2027, management targets $4.5-5.0 billion in operating cash flow, $1.5-1.7 billion in capital expenditures, and $3.0-3.3 billion in free cash flow. Planned uses are about $1.5 billion for acquisitions, roughly $1.0 billion in dividends, and about $0.7 billion in share repurchases to offset option dilution. Management says these targets are consistent with its March 2025 Investor Day, which signals continuity rather than a change in plans. M&A is presented as a central growth lever, with about $2.8 billion deployed over three years to generate over $1 billion in annual revenue, and acquisitions are screened for year-one adjusted EPS accretion and at least 10% ROIC by year three. Growth narratives emphasize advanced diagnostics (about $1 billion in 2025 revenue across five clinical areas, with double-digit growth expected), the Collaborative Lab Solutions hospital-partnership business (about $800 million in 2025 revenue, targeted at about $1 billion in 2026 including Corewell Health), consumer-initiated testing and wellness partnerships, and a 3% annual productivity target through the Invigorate program. The presentation contains no quantified 2026 guidance, and the adjusted EPS and operating margin figures are non-GAAP with no GAAP reconciliation provided, which investors should keep in mind when weighing these targets.

Jan 12, 2026 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Oct 21, 2025)

Quest Diagnostics (DGX) reported third quarter 2025 results on October 21, 2025, with revenues of $2.82 billion, up 13.1% year over year, including 6.8% organic growth. Reported diluted EPS was $2.16 (up 8.5%), and adjusted diluted EPS was $2.60 (up 13.0%). Year-to-date operating cash flow reached $1.4 billion, up 63.1%, driven largely by working capital and tax dynamics that management highlighted alongside improved profitability. Adjusted operating margin expanded 80 basis points to 16.3%, though reported GAAP results include restructuring, legal, and amortization items that investors should weigh alongside the adjusted figures. Management raised full-year 2025 guidance. Net revenue is now expected at $10.96 to $11.00 billion (11.0% to 11.4% growth), up from $10.80 to $10.92 billion. Reported diluted EPS guidance is $8.58 to $8.66 (narrowed and lowered at the low end versus the prior $8.60 to $8.80 range), while adjusted diluted EPS guidance rose to $9.76 to $9.84 from $9.63 to $9.83. Operating cash flow guidance was lifted substantially to approximately $1.8 billion from approximately $1.55 billion. Strategically, the company announced a lab services joint venture with Corewell Health in Michigan, with Co-Lab Solutions expected to reach roughly $1 billion in annual revenue next year across 21 hospitals. It also completed the acquisition of select dialysis testing assets from Fresenius Medical Care and began scaling testing for its U.S. dialysis centers, and formed consumer channel collaborations with WHOOP and OURA. The filing is a Form 8-K furnishing the earnings press release under Item 2.02, and the disclosed figures are unaudited.

Oct 21, 2025 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jul 22, 2025)

Quest Diagnostics (DGX) reported strong second quarter 2025 results on July 22, 2025, with net revenues of $2.76 billion, up 15.2% year over year. Organic revenue growth was 5.2%, and the balance of the increase came from acquisitions. Reported diluted EPS was $2.47, up 21.7%, while adjusted diluted EPS was $2.62, up 11.5%. Operating income rose 23.3% to $438 million, and operating margin expanded to 15.9% from 14.8%. Year-to-date cash from operations reached $858 million, up 67.1%, supported by working capital and other operating asset and liability changes. Management raised full-year 2025 guidance. Net revenues are now expected at $10.80–$10.92 billion (9.4%–10.6% growth), up from $10.70–$10.85 billion. Reported diluted EPS is now $8.60–$8.80, narrowed and slightly lower at the low end than the prior $8.62–$8.87 range, while adjusted diluted EPS rose to $9.63–$9.83 from $9.55–$9.80. Operating cash flow guidance was increased to approximately $1.55 billion from $1.5 billion, and capital expenditures remain at about $500 million. Quality of earnings warrants attention. Q2 reported EPS benefited from a $46 million pre-tax CARES Act payroll tax credit gain, which is excluded from adjusted results. Interest expense rose to $67 million from $44 million, reflecting higher debt following acquisitions, and the company's cash balance fell to $319 million from $549 million at year-end 2024 after debt repayments. Revenue per requisition declined 0.4%, and growth in requisition volume (16.3%) was largely acquisition-driven, with organic requisition volume growing only 2.1%.

Jul 22, 2025 8-K

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 22, 2025)

Quest Diagnostics Inc. (DGX) filed an 8-K on May 22, 2025, reporting the voting results from its 2025 Annual Meeting of Stockholders held on May 15, 2025. The filing confirms the election of all nominated directors to serve until the 2026 Annual Meeting, with overwhelming support from shareholders. Additionally, the advisory resolution on executive compensation was approved, reflecting shareholder confidence in the company's pay practices. The appointment of PricewaterhouseCoopers as the independent registered public accounting firm for 2025 also received strong ratification from stockholders. Notably, a stockholder proposal seeking the ability to call a special meeting did not pass, indicating that current governance structures remain favored by the majority. Overall, the results suggest a stable shareholder base supportive of current management and board leadership.

May 22, 2025 8-K

Regulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Apr 22, 2025)

Quest Diagnostics (DGX) reported first quarter 2025 results on April 22, 2025, with net revenues of $2.65 billion, up 12.1% year over year. Management cited roughly 2.5% organic growth, with the remainder driven by acquisitions and large enterprise accounts, demand for its advanced diagnostics portfolio, and expanded health plan access. Reported diluted EPS was $1.94 (up 12.8%), and adjusted diluted EPS was $2.21 (up 8.3%). Adjusted operating margin expanded to 15.3% from 14.8%, while reported operating margin rose to 13.0% from 12.7%. Organic requisition volume declined 0.9%, which is a point investors will want to watch, since headline growth relied heavily on acquired volume and pricing contributions. Cash flow was a bright spot, with operating cash flow of $314 million, up 103% from $154 million a year earlier, though that comparison benefited from a weak prior-year quarter. Interest expense more than doubled to $67 million from $43 million, reflecting higher debt levels following borrowings to refinance maturing notes. Cash and equivalents fell sharply to $188 million from $549 million at year-end 2024, and total debt rose modestly as the company repaid $600 million of debt and borrowed $215 million. Management reaffirmed full-year 2025 revenue guidance of $10.70 to $10.85 billion (8.4% to 9.9% growth) and adjusted diluted EPS guidance of $9.55 to $9.80. Reported diluted EPS guidance was raised to $8.62 to $8.87 from $8.34 to $8.59, largely reflecting a $46 million one-time payroll tax credit gain under the CARES Act and an $8 million non-recurring lease gain. Operating cash flow guidance was lowered to approximately $1.45 billion from $1.5 billion, although the press release table is ambiguous on this point and the direction should be confirmed against the full release.

Apr 22, 2025 8-K

QUEST DIAGNOSTICS INC 8-K Report, Regulation FD Disclosure (Mar 19, 2025)

Quest Diagnostics (DGX) furnished investor day materials on March 19, 2025 under Item 7.01 (Regulation FD), with four presentations from Jim Davis, Karthik Kuppusamy, Cathy Doherty and Alex Louis, and Sam Samad. The filing contains no new financial results. Its substance is management's long-term framework: a 4%-5% revenue CAGR and a 7%-9% adjusted EPS CAGR beyond 2025, anchored by 2025 guidance of $10.70B-$10.85B in revenue and adjusted EPS of $9.55-$9.80. The strategic pillars are growth in physician and hospital channels, expansion of advanced diagnostics (about $900 million in 2024 revenue, with management expecting double-digit growth across five clinical areas), and continued hospital outreach acquisitions. Management highlighted the CoLab hospital management business (about $800 million in revenue, targeting over $1 billion), eight acquisitions completed in 2024 expected to generate roughly $1 billion in annualized revenue, and a 3% annual productivity target through the Invigorate program. Project Nova, a $250M-$310M multi-year IT and order-to-cash modernization running through 2031, is a notable cost and capex commitment whose benefits ramp from 2027. For investors, the key points are the capital allocation framework (returning the majority of free cash flow to shareholders, with 2025-2027 capex of $1.5B-$1.7B and free cash flow of $3.0B-$3.3B) and the stated potential upside from a return of PAMA lab fee cuts. Because the figures are management targets and rely on non-GAAP measures, they carry execution and forward-looking risk, as the filing's safe-harbor language notes.

Mar 19, 2025 8-K

Regulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Regulation FD Disclosure (Mar 19, 2025)

Quest Diagnostics (DGX) held its 2025 Investor Day on March 19, 2025, using the event to lay out strategies for sustainable growth and a long-term financial outlook beyond 2025. Management projects revenue growth of 4-5% CAGR and adjusted diluted EPS growth of 7-9% CAGR beyond 2025. Importantly, the company reaffirmed its full-year 2025 guidance, which calls for net revenues of $10.70-$10.85 billion (8.4%-9.9% growth), reported diluted EPS of $8.34-$8.59, and adjusted diluted EPS of $9.55-$9.80, alongside operating cash flow of roughly $1.45 billion and capital expenditures of roughly $500 million. The strategic framework centers on above-market growth in physician and hospital channels, double-digit growth in advanced diagnostics across five clinical areas (oncology, cardiometabolic health, women's health, brain health, and autoimmune disorders), and contributions from strategic partnerships and acquisitions. Operational initiatives include a 3% annual productivity and cost-savings program (Invigorate), automation/AI investments, and Project Nova, a multi-year IT modernization effort intended to lower long-term IT costs. Management also stated a capital allocation policy of returning the majority of free cash flow to shareholders while funding strategic investments and acquisitions. A notable near-term caveat is that worse-than-anticipated first-quarter 2025 weather is expected to reduce revenue by about $25 million and EPS by about $0.10. The filing is a Regulation FD disclosure, so the materials are furnished rather than filed, and the long-term targets are forward-looking and subject to the risks listed in the company's SEC filings.

Mar 19, 2025 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jan 30, 2025)

Quest Diagnostics (DGX) reported fourth quarter and full year 2024 results on January 30, 2025, posting strong top-line growth driven largely by acquisitions. Q4 net revenues rose 14.5% to $2.62 billion, with requisition volume up 13.9% but organic requisition volume up only 0.6%, indicating growth was primarily acquisition-driven (including LifeLabs in Canada). Full-year revenues reached $9.87 billion, up 6.7%, with roughly 3% from organic growth. Reported diluted EPS for Q4 was $1.95 (up 14.7%), while adjusted diluted EPS was $2.23 (up 3.7%). Full-year reported diluted EPS was $7.69 (up 2.7%) and adjusted diluted EPS was $8.93 (up 2.5%). Adjusted operating margin for the full year held at 15.6%, down slightly from 15.8% in 2023, while reported operating margin was flat at 13.6%. For 2025, management guided to net revenues of $10.70 to $10.85 billion (8.4% to 9.9% growth), reported diluted EPS of $8.34 to $8.59, and adjusted diluted EPS of $9.55 to $9.80. Cash from operations is expected to be about $1.45 billion and capex about $500 million. Balance sheet leverage increased meaningfully: long-term debt plus current portion rose to roughly $6.2 billion from $4.7 billion, largely to fund $2.16 billion in 2024 acquisitions, which increased goodwill and intangibles. Management also announced a 6.7% quarterly dividend increase to $0.80 per share, payable April 21, 2025 to holders of record on April 7, 2025, continuing a streak of annual increases since 2011. For investors, the key takeaways are solid adjusted earnings growth and a constructive 2025 outlook, balanced against weak organic volume growth, rising interest expense (up to $201 million from $152 million), and a more leveraged balance sheet. Free cash flow in 2024 was about $909 million (operating cash flow of $1.33 billion less capex of $425 million), and the company repurchased $151 million of stock during the year.

Jan 30, 2025 8-K

Other EventsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Oct 22, 2024)

Quest Diagnostics (DGX) reported third quarter 2024 results on October 22, 2024, with revenues of $2.49 billion, up 8.5% year over year, including 4.2% organic growth. Reported diluted EPS rose 1.5% to $1.99, while adjusted diluted EPS rose 3.6% to $2.30. Growth was driven by new customer wins, expanded business with physicians and hospitals, and recent acquisitions, most notably LifeLabs. Operating margin on a reported basis declined to 13.3% from 14.9%, while adjusted operating margin fell to 15.5% from 16.6%, reflecting acquisition-related dilution and higher amortization and integration costs. Cash from operations improved 72.5% to $356 million in the quarter and 17.0% to $870 million for the nine months. management raised full-year 2024 revenue guidance to $9.80–$9.85 billion (5.9%–6.5% growth) from $9.50–$9.58 billion, reflecting acquisition contributions. Reported diluted EPS guidance was narrowed to $7.60–$7.70 from $7.57–$7.77, and adjusted diluted EPS guidance was narrowed to $8.85–$8.95 from $8.80–$9.00, with the adjusted midpoint maintained at $8.90. Hurricane Milton is expected to reduce fourth-quarter revenue by about $15 million and EPS by about $0.08. Cash from operations and capital expenditure guidance were unchanged at roughly $1.3 billion and $420 million, respectively. For investors, the quarter shows solid top-line momentum driven by acquisitions and volume gains, with organic requisition volume growing only 0.5%, a key metric to monitor. Leverage has risen, with long-term debt increasing to $5.6 billion from $4.4 billion at year-end 2023 following about $1.8 billion in acquisition spending in the first nine months. Management expects accelerated revenue and earnings growth in 2025 as acquisitions contribute.

Oct 22, 2024 8-K

QUEST DIAGNOSTICS INC 8-K Report, Corporate Update (Aug 29, 2024)

Quest Diagnostics Incorporated (DGX) announced the closing of its acquisition of LifeLabs Inc. on August 26, 2024. This strategic move, previously disclosed on July 3, 2024, involves acquiring a Canadian company that offers laboratory diagnostic information and digital health connectivity systems. The acquisition is expected to expand Quest Diagnostics' geographic footprint and service offerings within the Canadian market, potentially enhancing its competitive position and revenue streams in the long term. Investors should note that this filing primarily serves to confirm the closing of the transaction. Further details regarding the financial implications and integration of LifeLabs into Quest Diagnostics' operations will likely be provided in future filings or investor communications. The company has filed the press release regarding this announcement as an exhibit to this report, which may offer additional context.

Aug 29, 2024 8-K

Material AgreementsCorporate ChangesOther Events+1

QUEST DIAGNOSTICS INC 8-K Report, Material Agreement (Aug 19, 2024)

On August 19, 2024, Quest Diagnostics (DGX) closed a $1.85 billion senior unsecured notes offering comprising $400 million of 4.600% notes due 2027, $600 million of 4.625% notes due 2029, and $850 million of 5.000% notes due 2034. The company intends to use the net proceeds mainly to fund the purchase price and transaction costs of its pending acquisition of LifeLabs, Inc. and related entities, with the balance available for general corporate purposes, including potentially repaying $600 million of 3.50% senior notes due 2025. The 2027 and 2029 notes carry a special mandatory redemption at 101% of principal plus accrued interest if the LifeLabs acquisition is not consummated by the Termination Date (November 2, 2024, extendable to no later than March 2, 2025), or if Quest notifies the trustee it will not pursue the deal. The 2034 notes have no such feature and would remain outstanding in that scenario. Proceeds from the 2034 notes would then fund general purposes, a possible LifeLabs termination fee, and part of the redemption payment. This structure means the financing largely de-risks the deal's funding but leaves a contingent cash obligation tied to deal completion. The filing also disclosed a board-approved amendment to the By-Laws (August 14, 2024) to add officer exculpation, conforming to a charter change approved by stockholders in May 2024. The notes are governed by the 2001 indenture as supplemented, with customary covenants limiting certain liens, sale-leasebacks, and consolidations, and a 101% change-of-control put. The filing itself does not disclose financial metrics such as leverage or pro forma impact, so investors should review the company's periodic reports for those.

Aug 19, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jul 23, 2024)

Quest Diagnostics (DGX) reported second quarter 2024 results on July 23, 2024, with net revenues of $2.40 billion, up 2.5% year over year, and six-month revenues of $4.76 billion, up 2.0%. Management highlighted base business revenue growth of nearly 4%, driven by new physician and hospital customers, a more favorable test mix including advanced diagnostics, and continued healthcare utilization strength. Profitability was mixed on a GAAP basis: reported diluted EPS of $2.03 declined 1.0%, and operating margin contracted about 10 basis points to 14.8%. Adjusted diluted EPS of $2.35 rose 2.2%, and adjusted operating margin was roughly flat at 16.6%. Cash generation weakened, with operating cash flow down 18.9% in the quarter and 4.4% for the half, and cash balances fell to $271 million from $686 million at year-end 2023, while debt was reduced. The company raised its full-year 2024 guidance. Net revenues are now expected at $9.50–$9.58 billion, up from $9.40–$9.48 billion, implying 2.7%–3.5% growth. Adjusted diluted EPS guidance rose to $8.80–$9.00 from $8.72–$8.97, while reported diluted EPS guidance was narrowed to $7.57–$7.77 from $7.57–$7.82. Operating cash flow and capital expenditure outlooks were unchanged at about $1.3 billion and $420 million, respectively. Guidance excludes the pending LifeLabs acquisition in Canada, which management still expects to close by year-end, subject to customary conditions and Canadian regulatory approvals. Management also announced four acquisitions, including LifeLabs, and noted the completed PathAI Diagnostics deal, signaling continued portfolio expansion. For investors, the quarter shows steady top-line growth and improved underlying test mix, with the guidance raise supported by the base business rather than the pending acquisitions. Key watch items include the sharp decline in operating cash flow and cash balance, rising interest expense (up to $44 million in the quarter from $37 million), and the execution risk of a sizable acquisition program.

Jul 23, 2024 8-K

QUEST DIAGNOSTICS INC 8-K Report, Material Agreement (Jul 3, 2024)

On July 2, 2024, Quest Diagnostics (DGX) signed an Equity Purchase Agreement, through its subsidiary Ontario Inc., to acquire LifeLabs Inc. and BPC Lab Finance LP from Borealis Infrastructure, BPC Health Trust, and the OMERS pension plan. The cash purchase price is approximately CAN$1.35 billion (about US$985 million), including net debt and subject to customary adjustments. Quest guarantees the buyer's obligations. LifeLabs is Canada's leading community laboratory and digital health connectivity provider, with about 6,500 employees, and the company expects the deal to generate roughly CAN$970 million (about US$710 million) in annual revenue. For investors, the key economics are that Quest expects the deal to be slightly dilutive to GAAP EPS, mainly from intangible amortization, but accretive to adjusted EPS within the first 12 months after closing. Quest plans to fund it with cash on hand and debt, which implies higher leverage and interest costs. The deal meets Quest's criteria on growth, profitability, and returns, and management expects to close by year-end 2024. Quest also already has an existing relationship with LifeLabs through the Global Diagnostic Network and a reference-testing arrangement. Closing is subject to consents from certain key LifeLabs customers, Competition Act (Canada) clearance, and no prohibitive order under the Investment Canada Act. A termination fee is payable by the buyer if the agreement is terminated for failure to obtain these approvals, unless that failure was primarily caused by a Seller or Target Entity breach. The filing does not include a full quantitative reconciliation of projected adjusted EPS, and the full agreement will be filed with the Q2 2024 Form 10-Q.

Jul 3, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Bylaw Amendment (May 21, 2024)

Quest Diagnostics Inc. (DGX) filed an 8-K on May 21, 2024, reporting on outcomes from its Annual Meeting of Stockholders held on May 16, 2024. Key among these outcomes is the approval by stockholders of an amendment to the Company's Restated Certificate of Incorporation. This amendment allows for the exculpation of officers, a measure permitted by Delaware law, designed to shield officers from personal liability for certain breaches of fiduciary duty. This change was officially filed with the Secretary of State of Delaware on May 20, 2024. Additionally, the filing details the voting results for director elections, executive compensation approval, and the ratification of PricewaterhouseCoopers as the independent auditor. While director elections and auditor ratification passed with strong support, the advisory vote on executive compensation was also approved. Notably, a stockholder proposal concerning climate risk management was not approved, indicating differing views on the urgency or approach to setting science-based targets and transition planning.

May 21, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (May 21, 2024)

Quest Diagnostics (NYSE: DGX) filed an 8-K on May 21, 2024 to disclose that its Board of Directors elected Robert B. Carter to the Board effective May 16, 2024. Carter, 64, is Executive Vice President and Chief Information Officer of FedEx Corporation and Co-President and Co-CEO of FedEx Services. The Board determined he is independent under NYSE listing standards and the company's governance guidelines. His committee assignments have not yet been determined. Following his election, the Board has 10 members. This is a governance event rather than a financial one. The filing contains no financial results, guidance, or changes to Quest's operations, capital structure, or compensation program. Carter will receive compensation under the company's standard non-employee director program. The filing does not disclose the amount. For investors, the main significance is the addition of a technology-focused independent director at a time when Quest is emphasizing IT and generative AI to improve and grow its business, according to Chairman and CEO Jim Davis. Carter's relevant expertise includes cloud technologies and cybersecurity. Investors should watch for his committee appointments, which would show where the Board intends to deploy his skills, and for any statements about his June step-down from FedEx roles, since his continued FedEx advisory role through December 2024 could affect his availability.

May 21, 2024 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Apr 23, 2024)

Quest Diagnostics (DGX) reported first quarter 2024 results on April 23, 2024, showing modest top-line growth alongside flat-to-lower profitability. Net revenues rose 1.5% year over year to $2.37 billion, the first year-over-year revenue increase since the pandemic peak, with management citing nearly 6% base business growth (excluding COVID-related testing and other items) and strong physician, hospital, and health plan demand. Reported diluted EPS fell 3.4% to $1.72, while adjusted diluted EPS was flat at $2.04. Operating margin contracted, with reported operating income down 1.7% to $300 million and adjusted operating margin declining 20 basis points to 14.8%. Restructuring, amortization, and higher interest expense weighed on the bottom line; net interest expense rose to $43 million from $35 million. The company raised full-year 2024 guidance. Revenue is now expected at $9.40 to $9.48 billion (versus prior $9.35 to $9.45 billion), reported diluted EPS at $7.57 to $7.82 (up from $7.69 to $7.99 at the low and high ends respectively, so the range was actually lowered on the GAAP side), and adjusted diluted EPS at $8.72 to $8.97 (up from $8.60 to $8.90). Investors should note that the reported EPS guidance was lowered despite the revenue raise, reflecting higher restructuring charges and amortization. Operating cash flow guidance of about $1.3 billion and capex of about $420 million were unchanged. Balance sheet and cash flow data show operating cash flow of $154 million, up 64.8%, with capital expenditures down 18.2% to $104 million. Cash fell to $474 million from $686 million at year end, partly due to $142 million in acquisitions and $79 million in dividends. Total debt declined from roughly $4.7 billion to $4.7 billion, with a notable reclassification of $906 million to current portion of long-term debt, which investors should monitor for near-term refinancing needs.

Apr 23, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Feb 1, 2024)

Quest Diagnostics (DGX) reported fourth quarter and full year 2023 results on February 1, 2024, showing a sharp reversal in the mix of its business as COVID-19 testing revenue fell away. Q4 net revenues were $2.29 billion, down 1.9% year over year, but the base business (excluding COVID-19 testing) grew 4.7% to $2.25 billion. Full-year revenues were $9.25 billion, down 6.4%, while base business revenues rose 7.1% to $9.03 billion. COVID-19 testing revenues collapsed 84.7% for the year to $223 million. Reported diluted EPS for Q4 nearly doubled to $1.70 (up 95.4%), largely because Q4 2022 was depressed by Quest for Health Equity costs and other charges, but adjusted diluted EPS rose a more modest 8.6% to $2.15. For the full year, reported diluted EPS fell 6.0% to $7.49 and adjusted diluted EPS fell 12.5% to $8.71, reflecting the loss of high-margin COVID testing profit and lower adjusted operating margin (15.8% versus 17.6%). Management guided 2024 to a return to overall revenue growth of 1.1% to 2.1%, with net revenues of $9.35 to $9.45 billion, reported diluted EPS of $7.69 to $7.99, and adjusted diluted EPS of $8.60 to $8.90. Cash from operations is expected to be about $1.3 billion and capital expenditures about $420 million. The Board also approved a 5.6% increase in the quarterly dividend, from $0.71 to $0.75 per share ($3.00 annually), payable April 22, 2024. This marks continued annual dividend increases since 2011. Investors should note that the company's balance sheet carries higher leverage after 2023 borrowings (long-term debt of $4.41 billion plus a $303 million current portion, up from roughly $3.98 billion), and that 2023 acquisitions of $611 million supported its growth strategy. Overall, the filing signals that Quest's core diagnostics franchise is growing at a healthy mid-single-digit-plus pace, that the post-COVID earnings reset is largely complete, and that management expects a return to modest top-line growth in 2024. The primary items to monitor are execution on the 2024 guidance, the pace of base business growth, and the company's capital allocation priorities given higher debt levels and a $1.0 billion remaining share repurchase authorization.

Feb 1, 2024 8-K

QUEST DIAGNOSTICS INC 8-K Report, Material Agreement (Nov 1, 2023)

Quest Diagnostics (NYSE: DGX) issued $750 million aggregate principal amount of 6.400% senior unsecured notes due November 30, 2033 on November 1, 2023, following pricing announced October 30, 2023 under its existing shelf registration. The notes pay interest semi-annually on May 30 and November 30, beginning May 30, 2024, and rank equally with the company's other senior unsecured obligations. The indenture includes customary covenants limiting certain liens, sale-leaseback transactions, consolidations or mergers, and debt incurred at non-guarantor subsidiaries, along with customary events of default. Holders also have a change-of-control put at 101% of principal plus accrued interest. The company stated it expects to use net proceeds for general corporate purposes, which may include redeeming or repaying indebtedness. Specifically named targets include its $300 million 4.25% senior notes due 2024 and any outstanding borrowings under its senior unsecured revolving credit facility and secured receivables credit facility. This refinancing appears aimed at extending the maturity profile and replacing lower-coupon debt, though the filing does not quantify expected interest savings or the net proceeds amount after fees. For investors, the filing is primarily a debt financing event rather than an operating disclosure. The 6.400% coupon is significantly higher than the 4.25% notes being potentially retired, implying higher ongoing interest expense on the refinanced amount, which investors should weigh against the benefit of a longer maturity and reduced revolver and receivables-facility reliance. The 8-K contains no updated financial results, guidance, or earnings information.

Nov 1, 2023 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Oct 24, 2023)

Quest Diagnostics (DGX) reported third quarter 2023 results on October 24, 2023, with reported net revenues of $2.30 billion, down 7.7% year over year, driven almost entirely by the expected decline in COVID-19 testing revenue, which fell 92% to $26 million. Excluding COVID-19 testing, base business revenues grew 4.6% to $2.27 billion, supported by strength in physician and hospital channels and the completion of all strategic health plan renewals scheduled for 2023. Profitability was pressured: reported operating income fell 13.0% to $342 million (14.9% margin), reported diluted EPS was $1.96 (down 9.7%), and adjusted diluted EPS was $2.22 (down 5.9%). Quarterly operating cash flow dropped sharply to $207 million from $502 million, and nine-month operating cash flow fell 46% to $745 million, while capital expenditures rose over the nine months. Management raised the lower end of its full-year 2023 guidance while narrowing the range. Net revenues are now expected at $9.19–$9.24 billion (versus the prior $9.12–$9.22 billion), reported diluted EPS at $7.61–$7.71 (versus $7.52–$7.92), and adjusted diluted EPS at $8.65–$8.75 (versus $8.50–$8.90). Base business revenue growth guidance was also tightened upward to 6.7%–7.3%. Cash from operations is guided to approximately $1.3 billion and capital expenditures to approximately $400 million. Balance sheet activity included roughly $611 million in business acquisitions over the nine months, funded partly by $1.7 billion of new borrowings, and goodwill rose to $7.73 billion, with total debt of about $4.25 billion including the current portion. For investors, the key takeaways are solid organic demand and pricing discipline offset by the rolling-off of COVID testing, margin compression, and weaker cash conversion this quarter. The management commentary emphasizes a robust pipeline of professional lab services and M&A opportunities, which suggests continued acquisition-driven growth ahead.

Oct 24, 2023 8-K

Leadership Changes

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Sep 29, 2023)

This 8-K filing from Quest Diagnostics Incorporated (DGX) reports a change in its Board of Directors. Dr. Gail R. Wilensky has decided not to seek re-election at the upcoming 2024 Annual Stockholders Meeting and will retire from the Board at that time, upon the expiration of her current term. This is a voluntary decision by Dr. Wilensky, not a result of any disagreement with the Company. While the departure of a board member can sometimes signal strategic shifts or governance considerations, the filing indicates this is a planned retirement upon the conclusion of her term. Investors should note this change but recognize it as a standard transition unless further information is provided by the company regarding the reasons for her decision or any replacement appointments. The effective date of her retirement is tied to the 2024 Annual Stockholders Meeting, expected in May 2024.

Sep 29, 2023 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jul 26, 2023)

Quest Diagnostics (DGX) reported second quarter 2023 results on July 26, 2023, with reported net revenues of $2.34 billion, down 4.7% year over year, but base business revenues (excluding COVID-19 testing) rose 9.5% to $2.30 billion. The revenue decline was driven by a steep drop in COVID-19 testing revenue, which fell 88.3% to $41 million from $355 million. Profitability was mixed: reported diluted EPS rose 4.6% to $2.05, helped by a flat net income of $235 million and a lower share count, while adjusted diluted EPS fell 2.5% to $2.30 and operating income declined 10.1% to $348 million as operating margin compressed to 14.9% from 15.8%. Management attributed margin pressure to persistently high employee turnover that weighs on productivity and raises labor costs in a tight labor market. Guidance was updated for full year 2023. Net revenues are now expected at $9.12 billion to $9.22 billion, up from the prior $8.93 billion to $9.08 billion, and base business revenue growth is now projected at 5.8% to 7.0%, versus 4.2% to 5.4% previously. Reported diluted EPS guidance was narrowed to $7.52 to $7.92 from $7.52 to $8.02, reflecting a lower high end, while adjusted diluted EPS guidance was raised to $8.50 to $8.90 from $8.45 to $8.95 (the midpoint rises modestly). Operating cash flow guidance of at least $1.3 billion and capital expenditures of about $400 million were unchanged. The company's balance sheet grew through acquisitions: goodwill rose to $7.73 billion and intangible assets to $1.25 billion from year-end 2022, funded partly by $1.15 billion of new borrowings in the first half. Cash fell to $126 million, and total debt, including the current portion, stood at roughly $4.3 billion at June 30, 2023. Six-month operating cash flow dropped 39.1% to $538 million, and capital expenditures rose 65.8% to $231 million.

Jul 26, 2023 8-K

Earnings & ResultsRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 19, 2023)

This 8-K filing from Quest Diagnostics Inc. (DGX) details the voting results from their Annual Meeting of Stockholders held on May 17, 2023. Key outcomes include the overwhelming re-election of all director nominees, indicating strong shareholder confidence in the current board leadership. The advisory resolution to approve executive compensation was also approved, though with a notable percentage of opposition, suggesting some shareholders may have reservations regarding pay practices. Furthermore, shareholders voted to ratify the appointment of PricewaterhouseCoopers as the independent auditor, ensuring continued oversight of financial reporting.

May 19, 2023 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Apr 27, 2023)

Quest Diagnostics (DGX) reported first quarter 2023 results that showed a steep year-over-year decline in headline figures, driven mainly by the rolloff of COVID-19 testing. Net revenues fell 10.7% to $2.33 billion, and reported diluted EPS fell 39.0% to $1.78 (adjusted diluted EPS of $2.04, down 36.6%). Excluding COVID-19 testing, base business revenues grew 10.0% to $2.21 billion, which is the more relevant indicator of underlying demand. COVID-19 testing revenue dropped 80.2% to $119 million, and operating cash flow fell 80.5% to $94 million, partly reflecting working capital changes such as lower accounts payable and accrued expenses. Management raised its full-year 2023 base business revenue growth outlook to 4.2%-5.4% (from 2.6%-3.8%), but lowered total net revenue guidance to $8.93-$9.08 billion, reflecting faster-than-expected COVID-19 declines. Reported diluted EPS guidance was narrowed to $7.52-$8.02 (from $7.61-$8.21) and adjusted diluted EPS guidance was narrowed to $8.45-$8.95 (from $8.40-$9.00). Cash from operations is still expected to be at least $1.3 billion and capex about $400 million. Quest also agreed to acquire Haystack Oncology, a developer of minimal residual disease (MRD) ctDNA liquid biopsy testing, for $300 million in cash at closing plus up to $150 million in performance-based milestones. Management expects modest dilution over three years and accretion by 2026, with closing targeted for the second quarter of 2023 pending regulatory review. Quest plans to launch MRD-based clinical lab services starting in 2024.

Apr 27, 2023 8-K

Regulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Regulation FD Disclosure (Mar 17, 2023)

Quest Diagnostics (DGX) held an Investor Day on March 16, 2023 and used it to update its long-term outlook for 2023 through 2026, while reaffirming its full-year 2023 guidance. Management now expects revenues to grow at a mid single-digit compound annual rate (about 3% organic plus 1-2% from acquisitions) and adjusted diluted EPS to grow at a high single-digit rate over 2023-2026. The 2023 guidance was left unchanged: net revenues of $8.83-$9.03 billion, base business revenues of $8.65-$8.75 billion, COVID-19 testing revenues of $175-$275 million, adjusted diluted EPS of $8.40-$9.00, and operating cash flow of at least $1.3 billion. The central message is a reset of the baseline. Management described 2023 as a more normalized, endemic-level year after the pandemic, with COVID-19 testing increasingly treated as part of the base business. It also targets roughly 75-150 basis points of operating margin expansion by 2026 from about 17% in 2023, with the low end assuming Medicare PAMA reimbursement cuts (about $85 million in 2024) return and the high end assuming the SALSA legislation passes. Growth levers include physician lab services (4-5% CAGR, partnerships with health plans and value-based care), hospital lab services (5-6% CAGR, expanded reference testing and outreach acquisitions), consumer health (targeting about $250 million in revenue), and advanced diagnostics in molecular genomics and oncology, where the company sees a germline and somatic testing market growing about 10% annually toward roughly $30 billion by 2030. For investors, the key points are that the outlook is a reasonable growth framework rather than a guidance raise, and that margin expansion depends heavily on the PAMA legislative outcome. The Invigorate productivity program, targeting about 3% annual savings and roughly $550 million of denials and patient-concession opportunity, is a central cost lever. Capital deployment stays balanced: reinvestment, M&A focused on hospital outreach and regional independent labs, opportunistic buybacks, a steadily rising dividend, and a commitment to returning most free cash flow to shareholders.

Mar 17, 2023 8-K

Other EventsExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Corporate Update (Mar 7, 2023)

Quest Diagnostics (NYSE: DGX) disclosed in an 8-K filed March 7, 2023 that its Board of Directors elected James E. Davis, the company's Chief Executive Officer and President, to also serve as Chairman of the Board effective April 1, 2023. Davis succeeds Stephen H. Rusckowski, who has chaired the board since January 1, 2017 and remains Chairman through March 31, 2023. The move combines the Chairman and CEO roles under one executive, a governance change that the board says is in shareholders' best interest for continuing to execute the company's strategy. The filing is a governance update rather than a financial disclosure. The 8-K contains no earnings, guidance, or financial statements, and the only exhibits are the March 3, 2023 press release and the Inline XBRL cover page. Davis took over as CEO on November 1, 2022 after a planned transition from Rusckowski, so this step completes the leadership handover rather than signaling a new strategic direction. Lead Independent Director Tim Ring is named as the counterweight on the board, and his role is the main check on the consolidated structure. For investors, the key question is whether a combined Chairman/CEO structure, with an independent lead director, adequately protects shareholder oversight. The filing does not address the financial effects of the change. Investors who want to judge the company's performance should look to the 10-K and quarterly reports rather than this 8-K.

Mar 7, 2023 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Feb 2, 2023)

Quest Diagnostics (DGX) reported fourth-quarter and full-year 2022 results that showed a sharp decline in reported profitability, driven mainly by the roll-off of COVID-19 testing. Q4 2022 revenue was $2.33 billion, down 15.0% year over year, but base business revenue (excluding COVID-19 testing) grew 6.3% to $2.15 billion. Q4 reported diluted EPS fell 72.1% to $0.87, and adjusted diluted EPS fell 40.5% to $1.98. For the full year, revenue was $9.88 billion (down 8.4%), base business revenue rose 5.1% to $8.43 billion, and COVID-19 testing contributed $1.45 billion, down 47.5%. Reported diluted EPS was $7.97 (down 48.7%) and adjusted diluted EPS was $9.95 (down 30.1%). Management's 2023 guidance projects net revenues of $8.83 to $9.03 billion, with base business revenue growing 2.6% to 3.8%, and COVID-19 testing falling to $175 to $275 million. Adjusted diluted EPS is expected at $8.40 to $9.00, and operating cash flow of at least $1.3 billion is targeted. Management attributes the outlook to base business growth, Medicare reimbursement tailwinds, growth investments, and declining COVID revenue. The company also reported full-year 2022 operating cash flow of $1.72 billion, which funded $1.39 billion of buybacks and $305 million of dividends. Alongside results, the Board raised the quarterly dividend 7.6% from $0.66 to $0.71 per share, effective with the April 24, 2023 payment, and added $1 billion to the share repurchase authorization. Together with the $311 million remaining, this gives roughly $1.31 billion of buyback capacity. For investors, the key takeaways are the strong underlying base business, the shift in earnings quality as COVID revenue fades, and a capital return program that continues despite the earnings reset.

Feb 2, 2023 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Nov 18, 2022)

Quest Diagnostics Incorporated (DGX) filed an 8-K on November 18, 2022, primarily detailing changes related to its executive team and corporate governance. The company announced the appointment of four new executive officers: Mark E. Delaney, Mark A. Gardner, Karthik Kuppusamy, and Patrick T. Plewman. These individuals have been elevated to executive officer roles and will participate in the company's Executive Officer Severance Plan, indicating a formalization of their roles and associated benefits. Additionally, Quest Diagnostics amended and restated its By-Laws, effective November 14, 2022. These revisions specifically address director nominations and proxy solicitations, including updates for compliance with Rule 14a-19 under the Securities Exchange Act of 1934. While these changes are largely procedural and clarifying, they signal the company's commitment to adhering to updated regulatory requirements and best practices in corporate governance.

Nov 18, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Nov 1, 2022)

Quest Diagnostics (DGX) completed a previously announced CEO succession on November 1, 2022. James E. (Jim) Davis, a Quest veteran since 2013 who most recently led the company's operational response to COVID-19, became Chief Executive Officer and President, succeeding Stephen H. Rusckowski, who had led the company since May 2012. Davis was also elected to the Board of Directors effective the same day, increasing the board from nine to ten members. The filing indicates Davis has no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. Rusckowski remains Chairman of the Board through March 2023, providing a transition period in which the outgoing CEO continues in a governance role. Management's stated priorities under Davis are growing the core business, driving operational excellence, and investing in advanced diagnostics and consumer-initiated testing. The filing does not disclose changes to financial guidance, compensation terms for Davis, or other financial results, so the transition itself is the primary new information. For investors, this 8-K is primarily a governance and leadership event rather than a financial one. The orderly, pre-announced succession with a Chairman overlap reduces execution risk. Investors will likely focus on whether Davis's strategy and capital allocation differ from Rusckowski's in future earnings calls and filings, and on the company's performance in the consumer and advanced diagnostics areas he highlighted.

Nov 1, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Oct 28, 2022)

Quest Diagnostics Incorporated (DGX) filed an 8-K on October 28, 2022, to disclose significant changes to the compensation package for Mr. Davis upon his promotion to Chief Executive Officer and President, effective November 1, 2022. These changes reflect his expanded responsibilities and aim to align his incentives with the company's performance and long-term value creation. The updated compensation includes a substantial increase in base salary, a higher target for annual incentives, and revised severance plan participation. Additionally, Mr. Davis will receive enhanced benefits such as transportation allowances and relocation assistance. A significant equity grant valued at $5,000,000, comprised of performance shares and restricted stock units, underscores the company's commitment to retaining and motivating its new CEO.

Oct 28, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Oct 20, 2022)

Quest Diagnostics (DGX) reported third-quarter 2022 results on October 20, 2022 that were mixed on the headline but encouraging on the core business. Reported net revenues fell 10.4% year over year to $2.49 billion, driven by a 55.4% decline in COVID-19 testing revenue to $316 million. Base business revenues (excluding COVID-19 testing) grew 5.1% to $2.17 billion, with performance rebounding in August and September after softer volume earlier in the year. Reported diluted EPS was $2.17, down 46.0%, and adjusted diluted EPS was $2.36, down 40.4%, reflecting the roll-off of high-margin COVID-19 testing volume, higher costs, and a Hurricane Ian impact in the Southeast. Operating margin compressed to 15.8% reported (17.0% adjusted) from 23.5% (25.0% adjusted) a year earlier. Management raised full-year 2022 guidance. Adjusted diluted EPS is now expected at $9.75 to $9.95, up from $9.55 to $9.95 (the low end was lifted), and reported diluted EPS is now $8.52 to $8.72, up from $8.24 to $8.64. Base business revenue growth guidance was narrowed to 4.5% to 5.4% from 4.1% to 5.4%, and COVID-19 testing revenue guidance was raised to $1.34 to $1.41 billion. Cash from operations is still expected to be at least $1.7 billion, and capital expenditures are expected at about $400 million. Leadership transition is also announced: Jim Davis will become CEO and President on November 1, 2022, succeeding Steve Rusckowski, who remains Executive Chairman through March 2023. Over the first nine months, the company repurchased $950 million of stock, and $746 million remained under the authorization at quarter-end.

Oct 20, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Jul 21, 2022)

Quest Diagnostics (DGX) reported second quarter 2022 results on July 21, 2022, showing reported net revenues of $2.45 billion, down 3.8% year over year, and reported diluted EPS of $1.96, down 60.5% from $4.96 a year earlier. The steep EPS decline is driven primarily by the absence of a $259 million after-tax gain on the 2021 sale of its Q2 Solutions joint venture stake and by lower COVID-19 testing volumes. Excluding COVID-19 testing, base business revenues grew 2.9% to $2.10 billion, a signal that the core diagnostics franchise is growing despite softer patient utilization. Adjusted diluted EPS was $2.36, down 25.8%, and adjusted operating margin contracted to 17.7% from 22.9%. Management raised full-year 2022 guidance. Reported diluted EPS is now expected at $8.24 to $8.64 (previously $7.88 to $8.38), and adjusted diluted EPS at $9.55 to $9.95 (previously $9.00 to $9.50). The raise is driven almost entirely by COVID-19 testing revenue, now projected at $1.15 to $1.30 billion versus $0.85 to $1.00 billion previously. Base business revenue guidance was narrowed, with the top end lowered to $8.45 billion from $8.50 billion, implying 4.1% to 5.4% growth. Management also flagged pending federal legislation (SALSA) that would reform Medicare's PAMA clinical lab fee schedule, which the company views as necessary to avoid excessive reimbursement cuts. For investors, the key takeaways are that underlying base business growth remains positive, the guidance raise is largely pandemic-dependent and therefore less durable, and margin compression from reinvestment in advanced diagnostics and direct-to-consumer testing is ongoing. Capital returns continued, with $550 million of share repurchases in the first half and $1.1 billion remaining under the authorization.

Jul 21, 2022 8-K/A

Leadership ChangesRegulation FDExhibits & Filings

QUEST DIAGNOSTICS INC 8-K/A Report, Executive Changes (Jul 1, 2022)

This 8-K filing is an amendment to a previous report concerning leadership changes at Quest Diagnostics Inc. (DGX). The primary update is regarding the compensation and transition arrangements for Stephen H. Rusckowski, the current Chairman, CEO, and President. Mr. Rusckowski is set to retire as CEO and President on November 1, 2022, and will transition to the role of Executive Chairman until March 31, 2023. His existing employment agreement will not be renewed as he steps down from his executive roles. However, his compensation for his continued service as Executive Chairman is expected to remain generally aligned with his 2022 compensation. This filing provides clarity on the financial implications of this executive transition for a key leadership figure, which is important for understanding executive compensation policies and leadership continuity.

Jul 1, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Jun 14, 2022)

Quest Diagnostics (DGX) has named Sam Samad, currently CFO of Illumina, as Executive Vice President and Chief Financial Officer, effective with his start date of July 11, 2022, and assumption of the CFO title on July 25, 2022. He succeeds Mark Guinan, who announced his retirement in February 2022 after roughly eight and a half years in the role. Mr. Guinan will remain at Quest through the reporting of second-quarter 2022 results, which provides a transition period for the handover. The appointment is a planned, orderly succession rather than a response to any operational or financial problem disclosed in the filing. Mr. Samad, age 52, brings a background in large-cap healthcare and life sciences finance, including roles at Cardinal Health (treasurer and CFO of its pharmaceutical segment) and Eli Lilly. His compensation package is substantial: a $650,000 base salary, a 90% target annual incentive, and a $2.5 million target-value long-term equity grant (50% performance shares, 25% options, 25% RSUs). He also receives a $1.2 million make-whole cash payment and $1.5 million in make-whole RSUs to offset forfeited compensation from his prior employer. The cash payment is subject to clawback if he leaves voluntarily or is terminated for willful misconduct before the second anniversary of his start date. The filing also notes that the Company's chairman, CEO and president, Steve Rusckowski, will transition his CEO and President roles to Jim Davis on November 1, 2022. Taken together, the CFO hire and the upcoming CEO transition signal a significant leadership turnover at the top of Quest over the coming months. Investors will likely watch the continuity of financial reporting and guidance through the handover period.

Jun 14, 2022 8-K

Corporate ChangesExhibits & Filings

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (May 25, 2022)

Quest Diagnostics Incorporated (DGX) filed an 8-K on May 25, 2022, to report a significant executive departure. Carrie Eglinton Manner, Senior Vice President of Advanced and General Diagnostics and Clinical Solutions, resigned from her position, with her departure effective June 3, 2022. Ms. Manner is leaving to join OraSure Technologies, Inc. This change in leadership within a key division may impact strategic execution and operational continuity in advanced diagnostics and clinical solutions. Investors should monitor how the company addresses this vacancy and redistributes responsibilities. While the filing itself is brief and primarily focused on this personnel change, the effective date suggests that Ms. Manner will remain with Quest Diagnostics for a short transition period. The news of her departure, particularly to a competitor or related industry company, warrants attention regarding potential impacts on competitive strategies and talent retention. Investors will be looking for updates on the succession plan for her role and any immediate operational changes.

May 25, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Bylaw Amendment (May 20, 2022)

Quest Diagnostics Incorporated (DGX) filed an 8-K on May 20, 2022, to report significant amendments to its corporate governance documents. These changes, approved by stockholders at the May 18, 2022 Annual Meeting and effective May 19, 2022, aim to enhance shareholder rights and engagement. Key among these are the new provisions allowing stockholders to take certain actions by written consent (previously requiring unanimous consent) and lowering the threshold for stockholders to request a special meeting from 20% to 15% ownership, subject to specific requirements. These amendments to the Certificate of Incorporation and corresponding By-Laws were designed to provide shareholders with more flexibility in corporate decision-making and to facilitate greater participation in company governance. Investors should note that these changes are effective immediately and reflect the company's responsiveness to shareholder input on corporate governance matters, potentially leading to a more engaged shareholder base.

May 20, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Shareholder Vote Results (May 20, 2022)

Quest Diagnostics Inc. (DGX) filed an 8-K on May 20, 2022, reporting the results of its 2022 Annual Meeting of Stockholders held on May 18, 2022. The meeting primarily focused on shareholder votes regarding director elections, executive compensation, auditor ratification, and amendments to the company's charter. All director nominees were elected with strong support. Additionally, shareholders approved the advisory resolution on executive compensation and ratified the appointment of PricewaterhouseCoopers as the independent auditor.

May 20, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Financial Results (Apr 21, 2022)

Quest Diagnostics (DGX) reported first-quarter 2022 results on April 21, 2022 that were mixed: total net revenues fell 4.0% year over year to $2.61 billion, as COVID-19 testing revenues dropped 27.6% to $599 million. The decline was largely offset in investor focus by strength in the base business (excluding COVID-19 testing), which grew 6.3% to $2.01 billion. Reported diluted EPS was $2.92, down 15.6%, and adjusted diluted EPS was $3.22, down 14.4%. Operating margin compressed, with reported operating income falling 22.3% and adjusted operating margin declining from 26.0% to 21.2%. Cash from operations fell 34.2% to $480 million, and the company still repurchased $350 million of stock during the quarter. Management raised full-year 2022 guidance. Reported diluted EPS is now expected at $7.88 to $8.38 (previously $7.63 to $8.33), and adjusted diluted EPS at $9.00 to $9.50 (previously $8.65 to $9.35). The low end of the base business revenue range was raised to $8.35 billion to $8.50 billion, and COVID-19 testing revenue is now expected at $0.85 billion to $1.00 billion. Cash from operations is still guided to at least $1.6 billion, and capital expenditures to roughly $400 million. The guidance raise signals management confidence in underlying demand, but the year-over-year decline in COVID-19 volumes and margin pressure from inflation remain the key watch items for investors. Balance sheet and capital allocation remained active. Cash fell to $712 million from $872 million at year-end 2021, and long-term debt was $3.985 billion. The Board increased the share repurchase authorization by $1 billion in February 2022, leaving $1.3 billion available at quarter end. Quarter-end diluted share count fell to 121 million from 135 million a year earlier, reflecting buybacks that boosted per-share results relative to net income.

Apr 21, 2022 8-K

QUEST DIAGNOSTICS INC 8-K Report, Executive Changes (Mar 2, 2022)

This 8-K filing from Quest Diagnostics (DGX) primarily announces the departure of Dr. Helen I. Torley from the Board of Directors. Dr. Torley, who also serves as President and CEO of Halozyme Therapeutics, has decided not to seek re-election at the upcoming Annual Meeting of Stockholders on May 18, 2022. Her stated reason for departure is a desire to focus on board service for companies developing innovative medicines, suggesting a strategic shift in her personal board commitments rather than any issue with Quest Diagnostics itself. In response to Dr. Torley's departure, the Board of Directors has approved a reduction in its size, decreasing the number of directors from 10 to 9, effective at the Annual Meeting. This change is a procedural adjustment in light of her decision and does not appear to signal any broader governance or strategic changes for Quest Diagnostics based on the information provided in this filing.

Mar 2, 2022 8-K/A

QUEST DIAGNOSTICS INC 8-K/A Report, Executive Changes (Mar 1, 2022)

This 8-K filing from Quest Diagnostics Inc. (DGX) details the 2022 compensation package for Mr. Davis, a key executive. The Compensation Committee approved a base salary of $800,000, a target annual bonus of 100% of base salary, and a target long-term incentive (LTI) award with a grant date fair value of approximately $4.88 million. The LTI award is structured as a mix of performance shares, stock options, and restricted stock units, with specific performance metrics tied to base business revenue growth, COVID-19 testing revenue, return on invested capital, and relative total shareholder return. Investors should note that the terms of Mr. Davis's compensation are generally aligned with those of other senior executives. The performance metrics for the LTI award are designed to incentivize growth and profitability over a three-year period, reflecting the company's strategic objectives. While no significant executive departures or new appointments are reported, this filing provides transparency into executive remuneration and the performance drivers the company is focused on.

Mar 1, 2022 8-K