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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 22, 2025
Quest Diagnostics Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of incorporation)
001-12215 16-1387862
(Commission File Number) (I.R.S. Employer Identification No.)
500 Plaza Drive
Secaucus, NJ 07094
(Address of principal executive offices) (Zip Code)
(973) 520-2700
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 Par Value DGX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition

On April 22, 2025, Quest Diagnostics Incorporated (the "Company") issued a press release announcing, among other things, its results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
    
Item 9.01. Financial Statements and Exhibits
d. Exhibit
99.1
104 The cover page from this current report on Form 8-K, formatted in Inline XBRL.



Signature
    
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 22, 2025

QUEST DIAGNOSTICS INCORPORATED
By: /s/ Sean D. Mersten
Sean D. Mersten
Vice President and Corporate Secretary




EX-99.1 2 dgx033120258-kex991.htm EX-99.1 Document


Exhibit 99.1


Quest Diagnostics Reports First Quarter 2025 Financial Results;
Reaffirms Revenue and Adjusted Diluted EPS Guidance for Full Year 2025
    
•First quarter revenues of $2.65 billion, up 12.1% from 2024
•First quarter reported diluted earnings per share ("EPS") of $1.94, up 12.8% from 2024; and adjusted diluted EPS of $2.21, up 8.3% from 2024
•Full year 2025 reported diluted EPS now expected to be between $8.62 and $8.87; and adjusted diluted EPS is expected to remain between $9.55 and $9.80

SECAUCUS, N.J., April 22, 2025 - Quest Diagnostics Incorporated (NYSE: DGX), a leading provider of diagnostic information services, today announced financial results for the first quarter ended March 31, 2025.

“In the first quarter, we delivered strong revenue growth of approximately 12%, including nearly 2.5% in organic growth, as demand rebounded in March following weather impacts early in the quarter. Our growth was due to contributions from acquisitions and large enterprise accounts, demand for our advanced diagnostics portfolio, and expanded health plan access,” said Jim Davis, Chairman, CEO and President. “We are reaffirming our revenue and adjusted EPS guidance for the full year 2025."

Three Months Ended March 31,
2025 2024 Change
(dollars in millions, except per share data)
Reported:
Net revenues $ 2,652  $ 2,366  12.1  %
Diagnostic Information Services revenues $ 2,589  $ 2,298  12.7  %
Revenue per requisition 0.3  %
Requisition volume 12.4  %
  Organic requisition volume (0.9) %
Operating income (a) $ 346  $ 300  15.4  %
Operating income as a percentage of net revenues (a) 13.0  % 12.7  % 0.3  %
Net income attributable to Quest Diagnostics (a) $ 220  $ 194  13.2  %
Diluted EPS (a) $ 1.94  $ 1.72  12.8  %
Cash provided by operations $ 314  $ 154  103.4  %
Capital expenditures $ 117  $ 104  11.9  %
Adjusted (a):
Operating income $ 406  $ 349  16.3  %
Operating income as a percentage of net revenues 15.3  % 14.8  % 0.5  %
Net income attributable to Quest Diagnostics $ 251  $ 230  9.0  %
Diluted EPS $ 2.21  $ 2.04  8.3  %
(a)For further details impacting the year-over-year comparisons related to operating income, operating income as a percentage of net revenues, net income attributable to Quest Diagnostics, and diluted EPS, see note 2 of the financial tables attached below.
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Updated Guidance for Full Year 2025

The company updates its full year 2025 guidance as follows:

Updated Guidance Prior Guidance
Low High Low High
Net revenues $10.70 billion $10.85 billion $10.70 billion $10.85 billion
Net revenues increase 8.4% 9.9% 8.4% 9.9%
Reported diluted EPS $8.62 $8.87 $8.34 $8.59
Adjusted diluted EPS $9.55 $9.80 $9.55 $9.80
Cash provided by operations Approximately $1.5 billion Approximately $1.45 billion
Capital expenditures   Approximately $500 million Approximately $500 million

Note on Non-GAAP Financial Measures

As used in this press release the term “reported” refers to measures under accounting principles generally accepted in the United States (“GAAP”). The term “adjusted” refers to non-GAAP operating performance measures that exclude special items such as restructuring and integration charges, amortization expense, excess tax benefits ("ETB") associated with stock-based compensation, gains and losses associated with changes in the carrying value of our strategic investments, and other items.

Non-GAAP adjusted measures are presented because management believes those measures are useful adjuncts to GAAP results. Non-GAAP adjusted measures should not be considered as an alternative to the corresponding measures determined under GAAP. Management may use these non-GAAP measures to evaluate our performance period over period and relative to competitors, to analyze the underlying trends in our business, to establish operational budgets and forecasts and for incentive compensation purposes. We believe that these non-GAAP measures are useful to investors and analysts to evaluate our performance period over period and relative to competitors, as well as to analyze the underlying trends in our business and to assess our performance. The additional tables below include reconciliations of non-GAAP adjusted measures to GAAP measures.

Conference Call Information

Quest Diagnostics will hold its quarterly conference call to discuss financial results beginning at 8:30 a.m. Eastern Time today.  The conference call can be accessed by dialing 888-455-0391 within the U.S. and Canada, or 773-756-0467 internationally, passcode: 7895081; or via live webcast on our website at www.QuestDiagnostics.com/investor. We suggest participants dial in approximately 10 minutes before the call.

A replay of the call may be accessed online at www.QuestDiagnostics.com/investor or, from approximately 10:30 a.m. Eastern Time on April 22, 2025 until midnight Eastern Time on May 6, 2025, by phone at 866-361-4757 for domestic callers or 203-369-0183 for international callers. Anyone listening to the call is encouraged to read our periodic reports, on file with the Securities and Exchange Commission, including the discussion of risk factors and historical results of operations and financial condition in those reports.

About Quest Diagnostics

Quest Diagnostics works across the healthcare ecosystem to create a healthier world, one life at a time. We provide diagnostic insights from the results of our laboratory testing to empower people, physicians and organizations to take action to improve health outcomes. Derived from one of the world's largest databases of de-identifiable clinical lab results, Quest's diagnostic insights reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. Quest Diagnostics annually serves one in three adult Americans and half the physicians and hospitals in the United States, and our more than 55,000 employees understand that, in the right hands and with the right context, our diagnostic insights can inspire actions that transform lives and create a healthier world. www.QuestDiagnostics.com.

Forward Looking Statements

The statements in this press release which are not historical facts may be forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date that they are made and which reflect management’s current estimates, projections, expectations or beliefs and which involve risks and uncertainties that could cause actual results and outcomes to be materially different.
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Risks and uncertainties that may affect the future results of the company include, but are not limited to, uncertain and volatile economic conditions, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government policies, including related to trade, and regulations, changing relationships with customers, payers, suppliers or strategic partners, acquisitions and other factors discussed in the company's most recently filed Annual Report on Form 10-K and in any of the company's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.

For further information: Wendy Bost, Quest Diagnostics (Media): 973-520-2800, Shawn Bevec, Quest Diagnostics (Investors): 973-520-2900

This earnings release, including the attached financial tables, is available online in the Newsroom section at www.QuestDiagnostics.com.

ADDITIONAL TABLES FOLLOW
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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Operations
For the Three Months Ended March 31, 2025 and 2024
(in millions, except per share data)
(unaudited)
Three Months Ended March 31,
2025 2024
Net revenues $ 2,652  $ 2,366 
Operating costs and expenses and other operating income:  
Cost of services 1,789  1,595 
Selling, general and administrative 476  440 
Amortization of intangible assets 39  29 
Other operating expense, net
Total operating costs and expenses, net 2,306  2,066 
Operating income 346  300 
Other income (expense):    
Interest expense, net (67) (43)
Other (expense) income, net (3)
Total non-operating expense, net (70) (34)
Income before income taxes and equity in earnings of equity method investees 276  266 
Income tax expense (59) (66)
Equity in earnings of equity method investees, net of taxes 18 
Net income 235  208 
Less: Net income attributable to noncontrolling interests 15  14 
Net income attributable to Quest Diagnostics $ 220  $ 194 
Earnings per share attributable to Quest Diagnostics’ common stockholders:
Basic $ 1.97  $ 1.74 
Diluted $ 1.94  $ 1.72 
Weighted average common shares outstanding:
Basic 111  111 
Diluted 113  112 

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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Balance Sheets
March 31, 2025 and December 31, 2024
(in millions, except per share data)
(unaudited)
March 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 188  $ 549 
Accounts receivable, net 1,404  1,304 
Inventories 189  188 
Prepaid expenses and other current assets 294  351 
Total current assets 2,075  2,392 
Property, plant and equipment, net 2,098  2,113 
Operating lease right-of-use assets 656  651 
Goodwill 8,849  8,856 
Intangible assets, net 1,725  1,763 
Investments in equity method investees 134  123 
Other assets 260  255 
Total assets $ 15,797  $ 16,153 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 1,267  $ 1,394 
Current portion of long-term debt 602 
Current portion of long-term operating lease liabilities 173  173 
Total current liabilities 1,441  2,169 
Long-term debt 5,858  5,615 
Long-term operating lease liabilities 538  535 
Other liabilities 917  938 
Redeemable noncontrolling interest 81  83 
Stockholders’ equity:
Quest Diagnostics stockholders’ equity:
Common stock, par value $0.01 per share; 600 shares authorized as of both March 31, 2025 and December 31, 2024; 162 shares issued as of both March 31, 2025 and December 31, 2024
Additional paid-in capital 2,310  2,361 
Retained earnings 9,490  9,360 
Accumulated other comprehensive loss (83) (88)
Treasury stock, at cost; 50 and 51 shares as of March 31, 2025 and December 31, 2024, respectively
(4,790) (4,857)
Total Quest Diagnostics stockholders’ equity 6,929  6,778 
Noncontrolling interests 33  35 
Total stockholders’ equity 6,962  6,813 
Total liabilities and stockholders’ equity $ 15,797  $ 16,153 

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Quest Diagnostics Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2025 and 2024
(in millions)
(unaudited)
Three Months Ended March 31,
2025 2024
Cash flows from operating activities:
Net income $ 235  $ 208 
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 140  116 
Provision for credit losses
Deferred income tax expense (benefit) (18)
Stock-based compensation expense 22  22 
Other, net (1) 11 
Changes in operating assets and liabilities:  
Accounts receivable (101) (114)
Accounts payable and accrued expenses (53) (152)
Income taxes payable 15  42 
Other assets and liabilities, net 49  38 
Net cash provided by operating activities 314  154 
Cash flows from investing activities:
Business acquisitions, net of cash acquired —  (142)
Capital expenditures (117) (104)
Other investing activities, net 33 
Net cash used in investing activities (115) (213)
Cash flows from financing activities:
Proceeds from borrowings 215  — 
Repayments of debt (600) — 
Exercise of stock options 29  12 
Employee payroll tax withholdings on stock issued under stock-based compensation plans (42) (23)
Dividends paid (84) (79)
Distributions to noncontrolling interest partners (18) (11)
Other financing activities, net (61) (52)
Net cash used in financing activities (561) (153)
Effect of exchange rate changes on cash and cash equivalents and restricted cash — 
Net change in cash and cash equivalents and restricted cash (361) (212)
Cash and cash equivalents and restricted cash, beginning of period 549  686 
Cash and cash equivalents and restricted cash, end of period $ 188  $ 474 
Cash paid during the period for:
Interest $ 32  $ 44 
Income taxes $ $





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Notes to Financial Tables

1)The computation of basic and diluted earnings per common share is as follows:
Three Months Ended March 31,
2025 2024
(in millions, except per share data)
Amounts attributable to Quest Diagnostics' common stockholders:
Net income attributable to Quest Diagnostics $ 220  $ 194 
Less: earnings allocated to participating securities
Earnings available to Quest Diagnostics' common stockholders - basic and diluted
$ 219  $ 193 
Weighted average common shares outstanding - basic 111  111 
Effect of dilutive securities:
Stock options and performance share units
Weighted average common shares outstanding - diluted 113  112 
Earnings per share attributable to Quest Diagnostics' common stockholders:
Basic $ 1.97  $ 1.74 
Diluted $ 1.94  $ 1.72 

2)The following tables reconcile reported GAAP results to non-GAAP adjusted results:
Three Months Ended March 31, 2025
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (d) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 346  13.0  % $ (59) $ 18  $ 220  $ 1.94 
Restructuring and integration charges (a) 19  0.7  (5) —  14  0.13 
Other charges (b) 0.1  —  —  0.02 
Other gains (c) —  —  (8) (6) (0.06)
Amortization expense 39  1.5  (9) —  30  0.26 
ETB —  —  (9) —  (9) (0.08)
As adjusted $ 406  15.3  % $ (80) $ 10  $ 251  $ 2.21 

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Three Months Ended March 31, 2024
(dollars in millions, except per share data)
Operating income Operating income as a percentage of net revenues Income tax expense (d) Equity in earnings of equity method investees, net of taxes Net income attributable to Quest Diagnostics Diluted EPS
As reported $ 300  12.7  % $ (66) $ $ 194  $ 1.72 
Restructuring and integration charges (a) 17  0.7  (4) —  13  0.12 
Other charges (b) 0.2  —  —  0.03 
Amortization expense 29  1.2  (7) —  22  0.19 
ETB —  —  (2) —  (2) (0.02)
As adjusted $ 349  14.8  % $ (79) $ $ 230  $ 2.04 

(a)For both the three months ended March 31, 2025 and 2024, the pre-tax impact represents costs primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. The following table summarizes the pre-tax impact of restructuring and integration charges on our consolidated statements of operations:
Three Months Ended March 31,
2025 2024
(dollars in millions)
Cost of services $ $ 13 
Selling, general and administrative 13 
Operating income $ 19  $ 17 

(b)For both the three months ended March 31, 2025 and 2024, the pre-tax impact primarily represents a loss associated with the change in the fair value of the contingent consideration accrual associated with previous acquisitions, recorded in other operating expense, net.

(c)The three months ended March 31, 2025 includes pre-tax gains of $8 million, recorded in equity in earnings of equity method investees, net of taxes, principally consisting of a non-recurring gain related to a lease.

(d)For restructuring and integration charges, other gains/charges, and amortization expense, income tax impacts, where recorded, were primarily calculated using combined statutory income tax rates of 25.5% for both 2025 and 2024.

3)The outlook for adjusted diluted EPS represents management’s estimates for the full year 2025 before the impact of special items. Further impacts to earnings related to special items may occur throughout 2025. Additionally, the amount of ETB is dependent upon employee stock option exercises and our stock price, which are difficult to predict. The following table reconciles our 2025 outlook for diluted EPS under GAAP to our outlook for adjusted diluted EPS:

Low High
Diluted EPS $ 8.62  $ 8.87 
Restructuring and integration charges (a) 0.27  0.27 
Amortization expense (b) 1.04  1.04 
Other charges (c) 0.12  0.12 
Other gains (d) (0.36) (0.36)
ETB (0.14) (0.14)
Adjusted diluted EPS $ 9.55  $ 9.80 
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(a)Represents estimated pre-tax charges of $41 million primarily associated with workforce reductions and integration costs incurred in connection with further restructuring and integrating our business. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.

(b)Represents estimated pre-tax amortization expenses of $160 million. Income tax benefits were primarily calculated using a combined statutory income tax rate of 25.5%.

(c)Principally represents estimated pre-tax net losses of $12 million associated with the increase in the fair value of the contingent consideration accrual associated with previous acquisitions. No income tax benefits are recorded on the changes associated with the contingent consideration accrual.

(d)Includes a pre-tax gain of $46 million related to a payroll tax credit under the Coronavirus Aid, Relief, and Economic Security Act associated with the retention of employees. Also, includes a pre-tax non-recurring gain of $8 million related to a lease. Income tax impacts on the gains were calculated using a combined statutory income tax rate of 25.5%.
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