UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to _______
Commission file number: 001-12215
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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THE PROFIT SHARING PLAN OF QUEST DIAGNOSTICS INCORPORATED
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
QUEST DIAGNOSTICS INCORPORATED
500 PLAZA DRIVE
SECAUCUS, NJ 07094
The Profit Sharing Plan of Quest Diagnostics Incorporated
As of December 31, 2019 and 2018
Index to Financial Statements and Supplemental Schedule
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Page
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Financial Statements
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Supplemental Schedules*
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* Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are no longer applicable.
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Exhibit
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Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
The Profit Sharing Plan of Quest Diagnostics Incorporated
Opinion on the financial statements
We have audited the accompanying statements of net assets available for benefits of The Profit Sharing Plan of Quest Diagnostics Incorporated (the “Plan”) as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental information
The Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2019 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ GRANT THORNTON LLP
We have served as the Plan's auditor since 2008.
Boston, Massachusetts
June 29, 2020
The Profit Sharing Plan of Quest Diagnostics Incorporated
Statements of Net Assets Available for Benefits
December 31, 2019 and 2018
(in thousands)
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2019
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2018
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Assets
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Cash
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$
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714
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$
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638
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Investments, at fair value
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4,503,452
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3,783,548
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Receivables
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Employer contributions receivable
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1,405
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—
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Notes receivable from participants
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90,236
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88,565
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Investment related receivables
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598
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966
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Total assets
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4,596,405
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3,873,717
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Liabilities
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Investment related payables
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1,128
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774
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Other liabilities
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1,209
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—
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Total liabilities
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2,337
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774
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Net assets available for benefits
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$
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4,594,068
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$
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3,872,943
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The accompanying notes are an integral part of these financial statements.
The Profit Sharing Plan of Quest Diagnostics Incorporated
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2019
(in thousands)
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Additions:
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Investment Income
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Net appreciation in fair value of investments
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$
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669,103
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Dividends and interest
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198,642
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Total investment income
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867,745
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Interest income on notes receivable from participants
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4,820
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Contributions
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Employer
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85,653
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Participants
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165,167
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Total contributions
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250,820
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Total additions
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1,123,385
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Deductions:
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Benefits paid to participants
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419,569
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Administrative expenses
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481
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Total deductions
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420,050
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Net increase
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703,335
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Net transfer from other plans
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17,790
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Net assets available for benefits:
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Beginning of year
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3,872,943
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End of year
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$
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4,594,068
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The accompanying notes are an integral part of these financial statements.
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands)
1. Description of the Plan
Background - The Profit Sharing Plan of Quest Diagnostics Incorporated (the “Plan”) is a defined contribution plan established by Quest Diagnostics Incorporated ("Quest Diagnostics" or the “Company” or the “Plan Sponsor”) to provide its eligible employees with retirement benefits. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.
During 2019, following the acquisition of certain businesses by the Plan Sponsor, pre-existing 401(k) plans of certain of the acquired businesses were merged into the Plan. As a result, $17,790 of plan assets were transferred to the Plan.
Eligibility and Participant Contributions - All eligible employees who have completed one month of service, as defined, may participate in the Plan. Participants may contribute an amount between 1% and 35% of their eligible compensation, as defined, for the contribution period. Catch-up contributions, as defined in the Internal Revenue Code, are permissible for eligible participants. Participants may modify their contribution percentage at any time. During 2020, the Company made changes to the participant eligibility to participate in the Plan. See Note 4.
Employer Matching Contributions - The Company matches 100% of a participant's contribution, up to 5% of eligible compensation, in cash after the participant completes 12 months of service, as defined, with the Company. Company contributions are remitted to the Plan at the same time that the corresponding participants' contributions are remitted. During 2020, the Company made changes to its employer matching contributions. See Note 4.
Participant Accounts - A separate individual account is established for each participant in the Plan. Each participant's account is credited with the participant's contributions and the Company's matching contributions, plus actual earnings thereon. Earnings are allocated by fund based on the ratio of the participant's account invested in a particular fund to all participants' investments in that fund.
Vesting - Participants immediately vest in their voluntary contributions and Company contributions plus actual earnings thereon. Certain participants who were active in plans sponsored by previous employers have vesting requirements applied to their previous employer contribution accounts consistent with the vesting requirements in effect before the assets were merged into the Plan.
Investment Options - Participants may elect to have their voluntary contributions and Company matching contributions invested in any or all of the available investment options, most of which are managed by Fidelity Management & Research Company (“FMRC”). Participants may also elect to have their voluntary contributions and Company matching contributions invested in shares of the Company's common stock. Participants have the ability to modify their investment elections daily, subject to certain short-term trading restrictions imposed by FMRC and the Company's securities trading policy, which prohibits trading in the Company's common stock on a short-term basis and while in possession of material non-public information about the Company.
Participants cannot contribute greater than 25% per pay period of pre-tax contributions into Quest Diagnostics common stock. In addition, participants can transfer monies into Quest Diagnostics stock only to the extent the percentage of holdings in Quest Diagnostics stock after the transfer remains below 25% of the participant's entire account balance.
Participants may elect to receive their dividends on investments in Quest Diagnostics stock as a taxable cash payment or to have those dividends automatically reinvested.
Distribution Options - Participants can elect to have their benefit distributions, equal to the value of the vested portion of their account balance, paid in the form of a lump sum distribution, a direct rollover into another eligible retirement plan or traditional individual retirement account, installment payments, or for appropriate assets, an annuity.
Withdrawals - Withdrawals may be made for qualified emergencies, as defined in the Internal Revenue Code. Depending upon the type of withdrawal and the status of the contribution, penalties upon withdrawal may apply. Participants may also begin to make withdrawals without penalty at age 59 ½, subject to certain limitations as defined by the Plan.
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands) - continued
Forfeitures - Employer contributions in forfeited nonvested accounts may be used to reduce future employer contributions or pay the Plan's expenses. The forfeiture activity and account balance was not material as of December 31, 2019 and 2018.
Parties-in-Interest - Certain investments of the Plan, as of December 31, 2019 and 2018, are shares of mutual funds and collective funds managed by FMRC. These transactions qualify as party-in-interest transactions. As of December 31, 2019 and 2018, investments with a fair value of $3,584,999 and $3,094,673, respectively, were managed by FMRC.
The Company also is a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Quest Diagnostics stock transactions qualify as party-in-interest transactions. As of December 31, 2019 and 2018, the total fair value of the Plan's investment in Quest Diagnostics stock was $308,062 and $262,047, respectively. During 2019, there were no purchases of Quest Diagnostics stock by the Plan and sales of Quest Diagnostics stock were $25,955.
In addition, the Plan receives revenue sharing credits, as described below, which is considered a party-in-interest transaction.
Revenue Sharing Credits - A portion of the operating expenses and management fees are paid by the Plan using revenue sharing credits which are included in net appreciation in fair value of investments. Any amount in excess of the fees is allocated to participant accounts. For the year ended December 31, 2019, $1,108 of the revenue sharing credits were used for permissible management and recordkeeping fees and $4,481 was allocated to participant accounts.
Notes Receivable from Participants - Participants are permitted to obtain loans in amounts not less than one thousand dollars and up to the lesser of (1) fifty thousand dollars, subject to certain limitations as defined by the Plan, or (2) 50% of the participant's vested portion of their account value. Except with respect to pre-existing loans transferred or merged into the Plan, a participant may have only one outstanding loan at a time and loans are repayable over a period of up to five years, unless the proceeds are used to purchase a primary residence, in which case a period of up to ten years is permitted. Loans are secured by one-half of a participant's vested account balance and bear interest at prime plus 1%. Rates range from 3.75% to 10.25%; maturities vary by participant. Principal and interest are repaid to the Plan through payroll deductions for active employees. Participants can elect to pay the entire outstanding balance of a loan directly to Fidelity Management Trust Company ("FMTC"). Actively employed participants can also submit a partial loan repayment directly to FMTC outside the normal payroll deductions, accelerating the payoff date. Participants who are no longer active employees may continue to repay outstanding loan balances directly to FMTC. During 2020, the Company made changes to the Plan with respect to allowable loans. See Note 4.
In addition, notes receivable from participants qualify as party-in-interest transactions. As of December 31, 2019 and 2018, the carrying value of the Plan's notes receivable from participants was $90,236 and $88,565, respectively.
Plan Administration - The Plan Administrator is the Benefits Administration Committee, which is appointed by the Company's Board of Directors. The Plan's trustee and recordkeeper for the Plan investments are FMTC and Fidelity Investments Institutional Operations Company, Inc., respectively.
Tax Status - The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated September 22, 2014, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan Sponsor believes that the Plan, which has been amended since the IRS determination, continues to be designed and operated in compliance with the applicable requirements of the Internal Revenue Code and, therefore, believes that the Plan is qualified and related trust is tax-exempt.
Accounting principles generally accepted in the United States (“US GAAP”) requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019 and 2018 there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax periods in progress.
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands) - continued
Administrative Expenses - Accounting fees and certain administrative expenses of the Plan may be paid by the Plan or the Company. Loan origination and certain distribution fees are charged against participant accounts.
Investment Management Fees - Investment management fees and operating expenses charged to the Plan for investments in the Plan are deducted from income earned on a daily basis and are not separately reflected. Consequently, investment management fees and operating expenses are reflected as a reduction of investment return for such investments.
Plan Termination - The Company intends to continue the Plan indefinitely, but reserves the right to change or discontinue the Plan at its discretion. Participants will become fully vested in their rights under the Plan if it is terminated or if Company contributions are completely discontinued.
2. Summary of Significant Accounting Policies
Basis of Presentation - The Plan maintains its financial records on the accrual basis of accounting.
Reclassifications - Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.
Use of Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties - The Plan provides for participant-directed investment of their voluntary contributions and Company matching contributions in a number of investment funds. Certain underlying investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, changes in these risks could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
Benefits paid to participants - Benefits payments to participants are recorded when paid.
Valuation of Investments - Investments are stated at fair value at year end. Refer to Note 3 for additional information related to the valuation of Plan investments.
Security Transactions and Income - Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income from investments is recorded as earned on an accrual basis.
Net appreciation in fair value of investments represents the Plan's net realized and unrealized gains (losses) on investments held by the Plan.
Notes Receivable from Participants - Notes receivable from participants are valued at their unpaid principal balance, plus any accrued but unpaid interest. Interest income from notes receivable from participants is recorded on an accrual basis.
New Accounting Standard To Be Adopted - In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) to amend the disclosure requirements for fair value measurements to remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosure and add disclosure requirements identified as relevant. This ASU is effective for the Plan for annual and interim periods beginning after December 15, 2019 and early adoption is permitted. The impact of adoption is currently being evaluated.
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands) - continued
3. Fair Value Measurements
Fair value measurements are based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, and are determined by either the principal market or the most advantageous market.
Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below with Level 1 having the highest priority and Level 3 having the lowest. During the year ended December 31, 2019 there was no transfer between levels.
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Level 1:
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Quoted prices in active markets for identical assets or liabilities.
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Level 2:
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Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
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Level 3:
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Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
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The following table provides a summary of the assets in the Plan that are measured at fair value on a recurring basis:
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Basis of Fair Value Measurements
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December 31, 2019
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Total
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Level 1
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Level 2
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Level 3
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Mutual funds
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$
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3,265,906
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$
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3,265,906
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$
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—
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$
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—
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Quest Diagnostics stock
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308,062
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308,062
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—
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—
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Other common stock
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204,775
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204,731
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—
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44
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Preferred stock
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2,028
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1,485
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—
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543
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Subtotal
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$
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3,780,771
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$
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3,780,184
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$
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—
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$
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587
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Investments measured at NAV as a practical expedient: (A)
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722,681
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Total investments, at fair value
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$
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4,503,452
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The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands) - continued
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Basis of Fair Value Measurements
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December 31, 2018
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Total
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Level 1
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Level 2
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Level 3
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Mutual funds
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$
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3,117,584
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$
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3,117,584
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$
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—
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$
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—
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Quest Diagnostics stock
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262,047
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262,047
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—
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—
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Other common stock
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173,657
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173,657
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—
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—
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Preferred stock
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1,803
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1,803
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—
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—
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Subtotal
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$
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3,555,091
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$
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3,555,091
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$
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—
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$
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—
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Investments measured at NAV as a practical expedient: (A)
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228,457
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Total investments, at fair value
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$
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3,783,548
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(A) Certain investments, including the Collective Funds, that were measured at fair value using the net asset value ("NAV") per share (or its equivalent) practical expedient were not classified in the fair value hierarchy. There are no unfunded commitments or redemption restrictions related to these investments.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no significant changes in the methodologies used as of December 31, 2019 and 2018.
Mutual Funds: Valued at the NAV of shares held by the Plan at year end reported on an active market.
Quest Diagnostics Stock, Other Common Stock and Preferred Stock classified as level 1: Valued at the closing price reported on the active market on which the individual securities are traded.
Other Common Stock and Preferred Stock classified as level 3: Valued using a valuation technique based on available information, which may consider market-based valuation multiples; a discount or premium from market value of a similar, freely traded equity security of the same issuer; or some combination. These fair value measurements are classified within Level 3 of the fair value hierarchy as the fair value is based on significant inputs that are not observable.
Collective Funds: Valued at NAV per unit as determined by the trustee at year end. The NAV is used as a practical expedient to estimate fair value.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
4. Subsequent Events
Effective January 1, 2020, the Company amended the Plan to eliminate the requirement to complete one month of service prior to becoming eligible to participate in the Plan. Therefore, all eligible employees can participate in the Plan as soon as administratively feasible upon becoming an employee of the Company.
A novel strain of coronavirus (COVID-19) continues to spread and severely impact the economy of the United States and other countries around the world. Global financial markets have experienced and may continue to experience significant volatility resulting from the spread of COVID-19. The extent of the impact of COVID-19 on the Plan's net assets available for benefits, contributions and benefits paid to participants will depend on future developments, including the duration and continued spread of the outbreak and its impact on global financial markets.
The Profit Sharing Plan of Quest Diagnostics Incorporated
December 31, 2019 and 2018
Notes to Financial Statements (dollars in thousands) - continued
In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economy Security Act ("CARES Act") was signed into law. Among other changes introduced by the CARES Act, it allows eligible participants in a 401(k) plan to take an early distribution of up to one hundred thousand dollars without penalty and increases the legal loan limit up to 100% of the vested balance or one hundred thousand dollars, whichever is less, for COVID-19 related reasons. These reasons include being diagnosed with COVID-19, experiencing a layoff, furlough, reduction in work hours or being unable to work due to a lack of childcare due to COVID-19. The Company amended the Plan to incorporate the provisions of the CARES Act.
Effective May 29, 2020, the Company amended the Plan to eliminate employer matching contributions to the Plan as part of a series of actions to protect the Company's financial flexibility due to the COVID-19 pandemic. The Plan sponsor has announced that the employer matching contributions will be suspended through the end of the year.
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
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(a)
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(b)
Identity of Issue, Borrower, Lessor, or Similar Party
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(c)
Description
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(d)
Cost
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(e)
Current
Value
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Vanguard Total International Stock Index Fund Institutional Shares
|
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Mutual Fund
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***
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$
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30,066
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Invesco Global Real Estate Fund - R5 class
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Mutual Fund
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***
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12,895
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DFA U.S. Small Cap Value Portfolio Institutional Class
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Mutual Fund
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***
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157,988
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Vanguard Extended Market Index Fund Institutional Shares
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Mutual Fund
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***
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31,611
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Vanguard Total Bond Market Index Fund - Institutional Plus Share Class
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Mutual Fund
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***
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121,454
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MFS Global Equity Fund Class R4
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Mutual Fund
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***
|
|
19,513
|
|
|
*
|
|
Fidelity Diversified International Fund Class K
|
|
Mutual Fund
|
|
***
|
|
96,109
|
|
|
*
|
|
Fidelity Freedom K 2005 Fund
|
|
Mutual Fund
|
|
***
|
|
4,931
|
|
|
*
|
|
Fidelity Freedom K 2010 Fund
|
|
Mutual Fund
|
|
***
|
|
24,160
|
|
|
*
|
|
Fidelity Freedom K 2015 Fund
|
|
Mutual Fund
|
|
***
|
|
73,015
|
|
|
*
|
|
Fidelity Freedom K 2020 Fund
|
|
Mutual Fund
|
|
***
|
|
237,701
|
|
|
*
|
|
Fidelity Freedom K 2025 Fund
|
|
Mutual Fund
|
|
***
|
|
356,511
|
|
|
*
|
|
Fidelity Freedom K 2030 Fund
|
|
Mutual Fund
|
|
***
|
|
368,204
|
|
|
*
|
|
Fidelity Freedom K 2035 Fund
|
|
Mutual Fund
|
|
***
|
|
291,879
|
|
|
*
|
|
Fidelity Freedom K 2040 Fund
|
|
Mutual Fund
|
|
***
|
|
221,749
|
|
|
*
|
|
Fidelity Freedom K 2045 Fund
|
|
Mutual Fund
|
|
***
|
|
161,406
|
|
|
*
|
|
Fidelity Freedom K 2050 Fund
|
|
Mutual Fund
|
|
***
|
|
96,648
|
|
|
*
|
|
Fidelity Freedom K 2055 Fund
|
|
Mutual Fund
|
|
***
|
|
41,119
|
|
|
*
|
|
Fidelity Freedom K 2060 Fund
|
|
Mutual Fund
|
|
***
|
|
11,541
|
|
|
*
|
|
Fidelity Freedom K 2065 Fund
|
|
Mutual Fund
|
|
***
|
|
28
|
|
|
*
|
|
Fidelity Freedom K Income Fund
|
|
Mutual Fund
|
|
***
|
|
14,403
|
|
|
*
|
|
Fidelity Puritan Fund Class K
|
|
Mutual Fund
|
|
***
|
|
368,768
|
|
|
*
|
|
Fidelity 500 Index Fund - Institutional Premium Class
|
|
Mutual Fund
|
|
***
|
|
444,890
|
|
|
|
|
T Rowe Price Reserve Investment Fund
|
|
Mutual Fund
|
|
***
|
|
1,042
|
|
|
*
|
|
Fidelity Investments Money Market Government Portfolio - Institutional Class
|
|
Mutual Fund
|
|
***
|
|
78,275
|
|
|
|
|
Total Interest in Mutual Funds
|
|
|
|
|
|
$
|
3,265,906
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Managed Income Portfolio II - Class 3
|
|
Collective Fund
|
|
***
|
|
$
|
216,919
|
|
|
*
|
|
Fidelity Contrafund Comingled Pool
|
|
Collective Fund
|
|
***
|
|
291,253
|
|
|
*
|
|
Fidelity OTC Comingled Pool
|
|
Collective Fund
|
|
***
|
|
185,490
|
|
|
|
|
Prudential Core Plus Bond Fund Class 5
|
|
Collective Fund
|
|
***
|
|
27,047
|
|
|
|
|
State Street Short Term Investment Fund
|
|
Collective Fund
|
|
***
|
|
1,972
|
|
|
|
|
Total Interest in Collective Funds
|
|
|
|
|
|
$
|
722,681
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Quest Diagnostics Stock
|
|
Common Stock
|
|
***
|
|
$
|
308,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abbvie Inc
|
|
Other Common Stock
|
|
***
|
|
$
|
1,045
|
|
|
|
|
Advanced Micro Devices Inc
|
|
Other Common Stock
|
|
***
|
|
825
|
|
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
(c)
Description
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
Alexion Pharmaceuticals Inc
|
|
Other Common Stock
|
|
***
|
|
$
|
408
|
|
|
|
|
Alibaba Group Holding Ltd Spon Adr
|
|
Other Common Stock
|
|
***
|
|
2,907
|
|
|
|
|
Alphabet Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
6,414
|
|
|
|
|
Alphabet Inc Cl C
|
|
Other Common Stock
|
|
***
|
|
2,544
|
|
|
|
|
Amazon.Com Inc
|
|
Other Common Stock
|
|
***
|
|
8,118
|
|
|
|
|
American International Group
|
|
Other Common Stock
|
|
***
|
|
2,297
|
|
|
|
|
Apple Inc
|
|
Other Common Stock
|
|
***
|
|
3,675
|
|
|
|
|
Applied Materials Inc
|
|
Other Common Stock
|
|
***
|
|
1,512
|
|
|
|
|
Aptiv Plc
|
|
Other Common Stock
|
|
***
|
|
1,564
|
|
|
|
|
Asml Hldg Nv (Ny Reg Shs) New York Registered Shar
|
|
Other Common Stock
|
|
***
|
|
1,500
|
|
|
|
|
Atlassian Corp Plc Cls A
|
|
Other Common Stock
|
|
***
|
|
102
|
|
|
|
|
Avantor Inc
|
|
Other Common Stock
|
|
***
|
|
638
|
|
|
|
|
Becton Dickinson & Co
|
|
Other Common Stock
|
|
***
|
|
2,928
|
|
|
|
|
Boeing Co
|
|
Other Common Stock
|
|
***
|
|
6,167
|
|
|
|
|
Bunge Limited
|
|
Other Common Stock
|
|
***
|
|
856
|
|
|
|
|
Carnival Corp
|
|
Other Common Stock
|
|
***
|
|
857
|
|
|
|
|
Carvana Co Cl A
|
|
Other Common Stock
|
|
***
|
|
313
|
|
|
|
|
Centene Corp
|
|
Other Common Stock
|
|
***
|
|
746
|
|
|
|
|
Centerpoint Energy Inc
|
|
Other Common Stock
|
|
***
|
|
594
|
|
|
|
|
Cf Industries Holdings Inc
|
|
Other Common Stock
|
|
***
|
|
980
|
|
|
|
|
Chubb Ltd
|
|
Other Common Stock
|
|
***
|
|
2,221
|
|
|
|
|
Cigna Corp
|
|
Other Common Stock
|
|
***
|
|
2,165
|
|
|
|
|
Cisco Systems Inc
|
|
Other Common Stock
|
|
***
|
|
1,455
|
|
|
|
|
Citigroup Inc
|
|
Other Common Stock
|
|
***
|
|
599
|
|
|
|
|
Cognizant Tech Solutions Cl A
|
|
Other Common Stock
|
|
***
|
|
453
|
|
|
|
|
Comcast Corp Cl A
|
|
Other Common Stock
|
|
***
|
|
1,269
|
|
|
|
|
Conagra Brands Inc
|
|
Other Common Stock
|
|
***
|
|
920
|
|
|
|
|
Concho Resources Inc
|
|
Other Common Stock
|
|
***
|
|
603
|
|
|
|
|
Costar Group Inc
|
|
Other Common Stock
|
|
***
|
|
754
|
|
|
|
|
Cvs Health Corp
|
|
Other Common Stock
|
|
***
|
|
1,796
|
|
|
|
|
Disney (Walt) Co
|
|
Other Common Stock
|
|
***
|
|
788
|
|
|
|
|
Dollar General Corp
|
|
Other Common Stock
|
|
***
|
|
1,568
|
|
|
|
|
Dow Inc
|
|
Other Common Stock
|
|
***
|
|
533
|
|
|
|
|
Dupont De Nemours Inc
|
|
Other Common Stock
|
|
***
|
|
922
|
|
|
|
|
Edison Intl
|
|
Other Common Stock
|
|
***
|
|
1,203
|
|
|
|
|
Eqt Corporation
|
|
Other Common Stock
|
|
***
|
|
154
|
|
|
|
|
Equitable Holdings Inc
|
|
Other Common Stock
|
|
***
|
|
684
|
|
|
|
|
Equitrans Midstream Corp
|
|
Other Common Stock
|
|
***
|
|
136
|
|
|
|
|
Evergy Inc
|
|
Other Common Stock
|
|
***
|
|
529
|
|
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
(c)
Description
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
Exxon Mobil Corp
|
|
Other Common Stock
|
|
***
|
|
$
|
1,610
|
|
|
|
|
Facebook Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
6,816
|
|
|
|
|
Fidelity Natl Inform Svcs Inc
|
|
Other Common Stock
|
|
***
|
|
630
|
|
|
|
|
Fifth Third Bancorp
|
|
Other Common Stock
|
|
***
|
|
1,695
|
|
|
|
|
Fortune Brands Home & Sec Inc
|
|
Other Common Stock
|
|
***
|
|
711
|
|
|
|
|
Fox Corporation B
|
|
Other Common Stock
|
|
***
|
|
1,013
|
|
|
|
|
Franklin Resources Inc
|
|
Other Common Stock
|
|
***
|
|
410
|
|
|
|
|
General Electric Co
|
|
Other Common Stock
|
|
***
|
|
2,567
|
|
|
|
|
Gilead Sciences Inc
|
|
Other Common Stock
|
|
***
|
|
729
|
|
|
|
|
Global Payments Inc
|
|
Other Common Stock
|
|
***
|
|
2,808
|
|
|
|
|
Hca Healthcare Inc
|
|
Other Common Stock
|
|
***
|
|
1,859
|
|
|
|
|
Hilton Worldwide Holdings Inc
|
|
Other Common Stock
|
|
***
|
|
902
|
|
|
|
|
Hologic Inc
|
|
Other Common Stock
|
|
***
|
|
922
|
|
|
|
|
Honeywell Intl Inc
|
|
Other Common Stock
|
|
***
|
|
499
|
|
|
|
|
Humana Inc
|
|
Other Common Stock
|
|
***
|
|
606
|
|
|
|
|
Hunt J B Transport Services In
|
|
Other Common Stock
|
|
***
|
|
497
|
|
|
|
|
Iac/Interactivecorp
|
|
Other Common Stock
|
|
***
|
|
913
|
|
|
|
|
Illinois Tool Works Inc
|
|
Other Common Stock
|
|
***
|
|
892
|
|
|
|
|
Intercontinental Exchange Inc
|
|
Other Common Stock
|
|
***
|
|
674
|
|
|
|
|
International Paper Co
|
|
Other Common Stock
|
|
***
|
|
1,231
|
|
|
|
|
Intuit Inc
|
|
Other Common Stock
|
|
***
|
|
2,208
|
|
|
|
|
Intuitive Surgical Inc
|
|
Other Common Stock
|
|
***
|
|
2,133
|
|
|
|
|
Johnson & Johnson
|
|
Other Common Stock
|
|
***
|
|
2,265
|
|
|
|
|
Johnson Controls International Plc
|
|
Other Common Stock
|
|
***
|
|
695
|
|
|
|
|
Jpmorgan Chase & Co
|
|
Other Common Stock
|
|
***
|
|
3,930
|
|
|
|
|
Kimberly Clark Corp
|
|
Other Common Stock
|
|
***
|
|
1,442
|
|
|
|
|
Kohls Corp
|
|
Other Common Stock
|
|
***
|
|
271
|
|
|
|
|
Las Vegas Sands Corp
|
|
Other Common Stock
|
|
***
|
|
834
|
|
|
|
|
Loews Corp
|
|
Other Common Stock
|
|
***
|
|
229
|
|
|
|
|
Lululemon Athletica Inc
|
|
Other Common Stock
|
|
***
|
|
633
|
|
|
|
|
Magna Intl Inc
|
|
Other Common Stock
|
|
***
|
|
680
|
|
|
|
|
Marsh & Mclennan Cos Inc
|
|
Other Common Stock
|
|
***
|
|
1,346
|
|
|
|
|
Marvell Technology Group Ltd
|
|
Other Common Stock
|
|
***
|
|
888
|
|
|
|
|
Mattel Inc
|
|
Other Common Stock
|
|
***
|
|
187
|
|
|
|
|
Medtronic Plc
|
|
Other Common Stock
|
|
***
|
|
2,351
|
|
|
|
|
Merck & Co Inc New
|
|
Other Common Stock
|
|
***
|
|
572
|
|
|
|
|
Metlife Inc
|
|
Other Common Stock
|
|
***
|
|
1,209
|
|
|
|
|
Microsoft Corp
|
|
Other Common Stock
|
|
***
|
|
10,474
|
|
|
|
|
Morgan Stanley
|
|
Other Common Stock
|
|
***
|
|
2,380
|
|
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
(c)
Description
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
Netflix Inc
|
|
Other Common Stock
|
|
***
|
|
$
|
1,440
|
|
|
|
|
News Corp New Cl A
|
|
Other Common Stock
|
|
***
|
|
663
|
|
|
|
|
Nextera Energy
|
|
Other Common Stock
|
|
***
|
|
2,725
|
|
|
|
|
Nielsen Holdings Plc
|
|
Other Common Stock
|
|
***
|
|
579
|
|
|
|
|
Nike Inc Cl B
|
|
Other Common Stock
|
|
***
|
|
975
|
|
|
|
|
Norfolk Southern Corp
|
|
Other Common Stock
|
|
***
|
|
527
|
|
|
|
|
Nxp Semiconductors Nv
|
|
Other Common Stock
|
|
***
|
|
387
|
|
|
|
|
Occidental Petroleum Corp
|
|
Other Common Stock
|
|
***
|
|
1,264
|
|
|
|
|
Okta Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
211
|
|
|
|
|
Paycom Software Inc
|
|
Other Common Stock
|
|
***
|
|
212
|
|
|
|
|
Paypal Hldgs Inc
|
|
Other Common Stock
|
|
***
|
|
1,450
|
|
|
|
|
Pepsico Inc
|
|
Other Common Stock
|
|
***
|
|
653
|
|
|
|
|
Perrigo Co Plc
|
|
Other Common Stock
|
|
***
|
|
715
|
|
|
|
|
Pfizer Inc
|
|
Other Common Stock
|
|
***
|
|
1,544
|
|
|
|
|
Philip Morris Intl Inc
|
|
Other Common Stock
|
|
***
|
|
1,847
|
|
|
|
|
Pioneer Natural Resources Co
|
|
Other Common Stock
|
|
***
|
|
873
|
|
|
|
|
Qualcomm Inc
|
|
Other Common Stock
|
|
***
|
|
2,125
|
|
|
|
|
Raytheon Co
|
|
Other Common Stock
|
|
***
|
|
1,048
|
|
|
|
|
Restaurant Brands International Inc
|
|
Other Common Stock
|
|
***
|
|
523
|
|
|
|
|
Ross Stores Inc
|
|
Other Common Stock
|
|
***
|
|
1,222
|
|
|
|
|
Salesforce.Com Inc
|
|
Other Common Stock
|
|
***
|
|
1,866
|
|
|
|
|
Schwab Charles Corp
|
|
Other Common Stock
|
|
***
|
|
1,340
|
|
|
|
|
Sempra Energy
|
|
Other Common Stock
|
|
***
|
|
1,176
|
|
|
|
|
Servicenow Inc
|
|
Other Common Stock
|
|
***
|
|
1,112
|
|
|
|
|
Signature Bank
|
|
Other Common Stock
|
|
***
|
|
621
|
|
|
|
|
Sl Green Realty Corp Reit
|
|
Other Common Stock
|
|
***
|
|
853
|
|
|
|
|
Slack Technologies Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
312
|
|
|
|
|
Southern Co
|
|
Other Common Stock
|
|
***
|
|
2,492
|
|
|
|
|
Southwest Airlines Co
|
|
Other Common Stock
|
|
***
|
|
1,138
|
|
|
|
|
Splunk Inc
|
|
Other Common Stock
|
|
***
|
|
1,410
|
|
|
|
|
Spotify Technology Sa
|
|
Other Common Stock
|
|
***
|
|
1,192
|
|
|
|
|
State Street Corp
|
|
Other Common Stock
|
|
***
|
|
1,036
|
|
|
|
|
Stericycle Inc
|
|
Other Common Stock
|
|
***
|
|
516
|
|
|
|
|
Stripe Inc Class B Pp
|
|
Other Common Stock
|
|
***
|
|
44
|
|
|
|
|
Stryker Corp
|
|
Other Common Stock
|
|
***
|
|
2,338
|
|
|
|
|
Tc Energy Corp
|
|
Other Common Stock
|
|
***
|
|
1,883
|
|
|
|
|
Td Ameritrade Holding Corp
|
|
Other Common Stock
|
|
***
|
|
422
|
|
|
|
|
Te Connectivity Ltd
|
|
Other Common Stock
|
|
***
|
|
705
|
|
|
|
|
Tencent Holdings Ltd Uns Adr
|
|
Other Common Stock
|
|
***
|
|
2,513
|
|
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
(c)
Description
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
Tencent Music Entertainment Adr
|
|
Other Common Stock
|
|
***
|
|
$
|
392
|
|
|
|
|
Texas Instruments Inc
|
|
Other Common Stock
|
|
***
|
|
1,185
|
|
|
|
|
The Booking Holdings Inc
|
|
Other Common Stock
|
|
***
|
|
1,156
|
|
|
|
|
Thermo Fisher Scientific Inc
|
|
Other Common Stock
|
|
***
|
|
571
|
|
|
|
|
Total Sa Spons Adr
|
|
Other Common Stock
|
|
***
|
|
2,655
|
|
|
|
|
Tyson Foods Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
2,390
|
|
|
|
|
Uber Technologies Inc
|
|
Other Common Stock
|
|
***
|
|
180
|
|
|
|
|
United Parcel Service Inc Cl B
|
|
Other Common Stock
|
|
***
|
|
1,822
|
|
|
|
|
Unitedhealth Group Inc
|
|
Other Common Stock
|
|
***
|
|
1,811
|
|
|
|
|
Us Bancorp Del
|
|
Other Common Stock
|
|
***
|
|
1,190
|
|
|
|
|
Verizon Communications Inc
|
|
Other Common Stock
|
|
***
|
|
1,984
|
|
|
|
|
Vertex Pharmaceuticals Inc
|
|
Other Common Stock
|
|
***
|
|
1,715
|
|
|
|
|
Visa Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
5,643
|
|
|
|
|
Vmware Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
1,163
|
|
|
|
|
Walmart Inc
|
|
Other Common Stock
|
|
***
|
|
1,263
|
|
|
|
|
Wells Fargo & Co
|
|
Other Common Stock
|
|
***
|
|
3,851
|
|
|
|
|
Weyerhaeuser Co
|
|
Other Common Stock
|
|
***
|
|
1,344
|
|
|
|
|
Workday Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
782
|
|
|
|
|
Wynn Resorts Ltd
|
|
Other Common Stock
|
|
***
|
|
300
|
|
|
|
|
Xp Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
117
|
|
|
|
|
Zimmer Biomet Hldgs Inc
|
|
Other Common Stock
|
|
***
|
|
837
|
|
|
|
|
Zoom Video Communications Inc Cl A
|
|
Other Common Stock
|
|
***
|
|
19
|
|
|
|
|
Total Interest in Other Common Stock
|
|
|
|
|
|
$
|
204,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becton Dickinson & Co Pc Ser A 6.125% 5/01/2020
|
|
Preferred Stock
|
|
***
|
|
$
|
236
|
|
|
|
|
Sempra Energy Pc 6.75% 7/15/2021
|
|
Preferred Stock
|
|
***
|
|
167
|
|
|
|
|
Sempra Energy Ser A Pc 6% 01/15/2021 Pfd
|
|
Preferred Stock
|
|
***
|
|
663
|
|
|
|
|
Southern Company Pc 6.75% 08/01/2022
|
|
Preferred Stock
|
|
***
|
|
419
|
|
|
|
|
Aurora Innovation Ser B Pc Pp
|
|
Preferred Stock
|
|
***
|
|
83
|
|
|
|
|
Uipath Inc 0% Ser D-1 Pfd Perp Pp
|
|
Preferred Stock
|
|
***
|
|
121
|
|
|
|
|
Uipath Inc 0% Ser D-2 Pfd Perp Pp
|
|
Preferred Stock
|
|
***
|
|
20
|
|
|
|
|
Rivian Automotive Inc Ser D Pfd Perp Pp
|
|
Preferred Stock
|
|
***
|
|
319
|
|
|
|
|
Total Interest in Preferred Stock
|
|
|
|
|
|
$
|
2,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Profit Sharing Plan of Quest Diagnostics Incorporated
EIN: #16-1387862 Plan: #333
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2019 (dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
(c)
Description
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at Fair Value
|
|
|
|
|
|
$
|
4,503,452
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Notes Receivable from Participants**
|
|
Loans
|
|
|
|
$
|
90,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
$
|
4,593,688
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Party-in-interest to the Plan.
|
|
|
|
|
|
|
|
**
|
|
Rates range from 3.75% to 10.25%; maturities vary by participant.
|
|
|
|
|
|
***
|
|
The cost of participant-directed investments is not required to be disclosed.
|
|
|
|
|
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Sponsor of The Profit Sharing Plan of Quest Diagnostics Incorporated has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
June 29, 2020
The Profit Sharing Plan of Quest Diagnostics Incorporated
|
|
|
|
|
|
By:
|
/s/ Mark J. Guinan
|
|
|
Mark J. Guinan
|
|
|
Executive Vice President, Chief Financial Officer and Member of the Quest Diagnostics Incorporated Benefits Administration Committee
|