Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-12215 | ||
Entity Registrant Name | Quest Diagnostics Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1387862 | ||
Entity Address, Address Line One | 500 Plaza Drive | ||
Entity Address, City or Town | Secaucus, | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07094 | ||
City Area Code | (973) | ||
Local Phone Number | 520-2700 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | DGX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16.1 | ||
Entity Common Stock, Shares Outstanding | 119,454,781 | ||
Documents Incorporated by Reference | Portions of the registrant's Proxy Statement to be filed by April 30, 2022 | ||
Entity Central Index Key | 0001022079 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Florham Park, New Jersey |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 872 | $ 1,158 |
Accounts receivable, net of allowance for credit losses of $31 and $28 as of December 31, 2021 and 2020, respectively | 1,438 | 1,520 |
Inventories | 208 | 223 |
Prepaid expenses and other current assets | 223 | 157 |
Total current assets | 2,741 | 3,058 |
Property, plant and equipment, net | 1,707 | 1,627 |
Operating lease right-of-use assets | 597 | 604 |
Goodwill | 7,095 | 6,873 |
Intangible assets, net | 1,167 | 1,167 |
Investments in equity method investees | 141 | 521 |
Other assets | 163 | 176 |
Total assets | 13,611 | 14,026 |
Liabilities and Stockholders' Equity | ||
Accounts payable and accrued expenses | 1,600 | 1,633 |
Less: Current portion of long-term debt | 2 | 2 |
Current portion of long-term operating lease liabilities | 151 | 141 |
Total current liabilities | 1,753 | 1,776 |
Long-term debt | 4,010 | 4,013 |
Long-term operating lease liabilities | 494 | 499 |
Other liabilities | 792 | 847 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 79 | 82 |
Quest Diagnostics stockholders’ equity: | ||
Common stock, par value $0.01 per share; 600 shares authorized as of both December 31, 2021 and 2020; 162 and 217 shares issued as of December 31, 2021 and 2020, respectively | 2 | 2 |
Additional paid-in capital | 2,260 | 2,841 |
Retained earnings | 7,649 | 9,303 |
Accumulated other comprehensive (loss) income | (14) | (21) |
Treasury stock, at cost; 43 and 84 shares as of December 31, 2021 and 2020, respectively | (3,453) | (5,366) |
Total Quest Diagnostics stockholders' equity | 6,444 | 6,759 |
Noncontrolling interests | 39 | 50 |
Total stockholders' equity | 6,483 | 6,809 |
Total liabilities and stockholders' equity | $ 13,611 | $ 14,026 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 31 | $ 28 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600 | 600 |
Common stock, shares issued | 162 | 217 |
Treasury stock, shares | 43 | 84 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenues | $ 10,788 | $ 9,437 | $ 7,726 |
Operating costs and expenses and other operating expense (income): | |||
Cost of services | 6,579 | 5,804 | 5,037 |
Selling, general and administrative | 1,727 | 1,550 | 1,457 |
Amortization of intangible assets | 103 | 103 | 96 |
Other operating (income) expense, net | (2) | 9 | (95) |
Total operating costs and expenses, net | 8,407 | 7,466 | 6,495 |
Operating income | 2,381 | 1,971 | 1,231 |
Other income (expense): | |||
Interest expense, net | (151) | (163) | (175) |
Other income, net | 369 | 76 | 20 |
Total non-operating income (expense), net | 218 | (87) | (155) |
Income from continuing operations before income taxes and equity in earnings of equity method investees | 2,599 | 1,884 | 1,076 |
Income tax expense | (597) | (460) | (247) |
Equity in earnings of equity method investees, net of taxes | 78 | 75 | 57 |
Income from continuing operations | 2,080 | 1,499 | 886 |
Income from discontinued operations, net of taxes | 0 | 0 | 20 |
Net income | 2,080 | 1,499 | 906 |
Less: Net income attributable to noncontrolling interests | 85 | 68 | 48 |
Net income attributable to Quest Diagnostics | 1,995 | 1,431 | 858 |
Amounts attributable to Quest Diagnostics’ common stockholders: | |||
Income from continuing operations | 1,995 | 1,431 | 838 |
Income from discontinued operations, net of taxes | 0 | 0 | 20 |
Net income attributable to Quest Diagnostics | $ 1,995 | $ 1,431 | $ 858 |
Earnings per share attributable to Quest Diagnostics’ common stockholders - basic: | |||
Income from continuing operations (in dollars per share) | $ 15.85 | $ 10.62 | $ 6.21 |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.15 |
Net income (in dollars per share) | 15.85 | 10.62 | 6.36 |
Earnings per share attributable to Quest Diagnostics’ common stockholders - diluted: | |||
Income from continuing operations (in dollars per share) | 15.55 | 10.47 | 6.13 |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.15 |
Net income (in dollars per share) | $ 15.55 | $ 10.47 | $ 6.28 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 2,080 | $ 1,499 | $ 906 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 13 | 15 | 7 |
Net change in available-for-sale debt securities, net of taxes | (7) | 0 | 8 |
Net deferred gain on cash flow hedges, net of taxes | 1 | 3 | 5 |
Other comprehensive income | 7 | 18 | 20 |
Comprehensive income | 2,087 | 1,517 | 926 |
Less: Comprehensive income attributable to noncontrolling interests | 85 | 68 | 48 |
Comprehensive income attributable to Quest Diagnostics | $ 2,002 | $ 1,449 | $ 878 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 2,080 | $ 1,499 | $ 906 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 408 | 361 | 329 |
Provision for credit losses | 4 | 19 | 11 |
Deferred income tax provision | (57) | 85 | 15 |
Stock-based compensation expense | 79 | 97 | 56 |
Gain on disposition of joint venture | (314) | 0 | 0 |
Losses (gains) on sale of property, plant and equipment | 9 | 3 | (70) |
Other, net | (63) | (81) | (39) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 81 | (455) | (63) |
Accounts payable and accrued expenses | 35 | 452 | 73 |
Income taxes payable | (20) | 22 | 29 |
Termination of interest rate swap agreements | 0 | 40 | 0 |
Other assets and liabilities, net | (9) | (37) | (4) |
Net cash provided by operating activities | 2,233 | 2,005 | 1,243 |
Cash flows from investing activities: | |||
Business acquisitions, net of cash acquired | (331) | (330) | (58) |
Proceeds from disposition of joint venture | 755 | 0 | 0 |
Proceeds from disposition of property, plant, and equipment | 3 | 3 | 91 |
Capital expenditures | (403) | (418) | (400) |
Increase in investments and other assets, net | (3) | (27) | (44) |
Net cash provided by (used in) investing activities | 21 | (772) | (411) |
Cash flows from financing activities: | |||
Proceeds from borrowings | 0 | 749 | 2,281 |
Repayments of debt | (2) | (1,554) | (1,449) |
Purchases of treasury stock | (2,199) | (325) | (353) |
Exercise of stock options | 129 | 189 | 119 |
Employee payroll tax withholdings on stock issued under stock-based compensation plans | (22) | (15) | (16) |
Dividends paid | (309) | (297) | (286) |
Distributions to noncontrolling interest partners | (99) | (58) | (54) |
Other financing activities, net | (38) | 44 | (17) |
Net cash (used in) provided by financing activities | (2,540) | (1,267) | 225 |
Net change in cash and cash equivalents and restricted cash | (286) | (34) | 1,057 |
Cash and cash equivalents and restricted cash, beginning of year | 1,158 | 1,192 | 135 |
Cash and cash equivalents and restricted cash, end of year | $ 872 | $ 1,158 | $ 1,192 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock, at Cost | Non-controlling Interests |
Balance, value at Dec. 31, 2018 | $ 5,267 | $ 2 | $ 2,667 | $ 7,602 | $ (59) | $ (4,996) | $ 51 |
Balance, shares at Dec. 31, 2018 | 135 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 900 | 858 | 42 | ||||
Other comprehensive income (loss), net of tax | 20 | 20 | |||||
Dividends declared | (286) | (286) | |||||
Distributions to noncontrolling interest partners | (47) | (47) | |||||
Issuance of common stock under benefit plans | 24 | 9 | 15 | ||||
Stock-based compensation expense | 56 | 55 | 1 | ||||
Exercise of stock options, value | 119 | 7 | 112 | ||||
Exercise of stock options, shares | 2 | ||||||
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans | (16) | (16) | |||||
Purchases of treasury stock, value | (350) | $ (350) | |||||
Purchases of treasury stock, shares | (4) | (3.5) | |||||
Balance, value at Dec. 31, 2019 | 5,687 | $ 2 | 2,722 | 8,174 | (39) | $ (5,218) | 46 |
Balance, shares at Dec. 31, 2019 | 133 | ||||||
Balance, value at Dec. 31, 2018 | 77 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income | 6 | ||||||
Distributions to noncontrolling interest partners | (7) | ||||||
Balance, value at Dec. 31, 2019 | 76 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 1,484 | 1,431 | 53 | ||||
Other comprehensive income (loss), net of tax | 18 | 18 | |||||
Dividends declared | (302) | (302) | |||||
Distributions to noncontrolling interest partners | (49) | (49) | |||||
Issuance of common stock under benefit plans | 25 | 11 | 14 | ||||
Issuance of common stock under benefit plans, sharers | 1 | ||||||
Stock-based compensation expense | 97 | 97 | |||||
Exercise of stock options, value | 189 | 26 | 163 | ||||
Exercise of stock options, shares | 2 | ||||||
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans | (15) | (15) | |||||
Purchases of treasury stock, value | (325) | $ (325) | |||||
Purchases of treasury stock, shares | (3) | (2.7) | |||||
Balance, value at Dec. 31, 2020 | 6,809 | $ 2 | 2,841 | 9,303 | (21) | $ (5,366) | 50 |
Balance, shares at Dec. 31, 2020 | 133 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income | 15 | ||||||
Distributions to noncontrolling interest partners | (9) | ||||||
Net income | 2,067 | 1,995 | 72 | ||||
Other comprehensive income (loss), net of tax | 7 | 7 | |||||
Dividends declared | (307) | (307) | |||||
Distributions to noncontrolling interest partners | (83) | (83) | |||||
Issuance of common stock under benefit plans | 26 | (21) | 47 | ||||
Stock-based compensation expense | 79 | 79 | |||||
Exercise of stock options, value | 129 | 20 | 109 | ||||
Exercise of stock options, shares | 2 | ||||||
Shares to cover employee payroll tax withholdings on stock issued under stock-based compensation plans | (22) | (10) | (12) | ||||
Purchases of treasury stock, value | (2,222) | $ (2,222) | |||||
Purchases of treasury stock, shares | (16) | (16) | |||||
Retirement of treasury stock | 0 | (649) | (3,342) | $ 3,991 | |||
Balance, value at Dec. 31, 2021 | 6,483 | $ 2 | $ 2,260 | $ 7,649 | $ (14) | $ (3,453) | $ 39 |
Balance, shares at Dec. 31, 2021 | 119 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income | 13 | ||||||
Distributions to noncontrolling interest partners | $ (16) |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Background Quest Diagnostics Incorporated and its subsidiaries ("Quest Diagnostics" or the "Company") empower people to take action to improve health outcomes. The Company uses its extensive database of clinical lab results to derive diagnostic insights that reveal new avenues to identify and treat disease, inspire healthy behaviors and improve healthcare management. The Company's diagnostic information services business ("DIS") provides information and insights based on the industry-leading menu of routine, non-routine and advanced clinical testing and anatomic pathology testing, and other diagnostic information services. The Company provides services to a broad range of customers, including patients, clinicians, hospitals, independent delivery networks ("IDNs"), health plans, employers, accountable care organizations ("ACOs"), and direct contract entities ("DCEs"). The Company offers the broadest access in the United States to diagnostic information services through its nationwide network of laboratories, patient service centers and phlebotomists in physician offices and the Company's connectivity resources, including call centers and mobile paramedics, nurses and other health and wellness professionals. The Company is the world's leading provider of diagnostic information services. The Company provides interpretive consultation with one of the largest medical and scientific staffs in the industry. The Company's Diagnostic Solutions businesses ("DS") are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of all entities controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation. Income attributable to the minority interest in the Company's majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the consolidated statements of operations and the noncontrolling interest is reflected as a separate component of consolidated stockholders' equity in the consolidated balance sheet. Basis of Presentation During the third quarter of 2006, the Company completed the wind down of Nichols Institute Diagnostics ("NID"), a test kit manufacturing subsidiary. The accompanying consolidated statements of operations and related disclosures report the results of NID as discontinued operations through 2019, at which point certain income tax contingencies related to NID were resolved. See Note 20 for a further discussion of discontinued operations. Equity Method Investments Investments in entities which the Company does not control, but in which it has a substantial ownership interest (generally between 20% and 49%) and can exercise significant influence, are accounted for using the equity method of accounting. These investments are classified as investments in equity method investees in the consolidated balance sheet. The Company records its pro rata share of the earnings, adjusted for accretion of basis difference, of these investments in equity in earnings of equity method investees, net of taxes in the consolidated statements of operations. The Company reviews its investments in equity method investees for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the testing process (when results are reported) or when services have been rendered (see Note 3). Net revenues from Medicare and Medicaid programs were approximately 10%, 11% and 15% of the Company's consolidated net revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Taxes on Income The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Current and deferred income taxes are measured based on the tax laws that are enacted as of the balance sheet date of the relevant reporting period. Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Tax benefits from uncertain tax positions are recognized only if the tax position is more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. Earnings Per Share The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"), if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities. Stock-Based Compensation The Company measures stock-based compensation for equity awards at fair value on the date of grant and records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in earnings in the period of the change. The terms of the Company's performance share units allow the recipients of such awards to earn a variable number of shares based on the achievement of the performance goals, which are based on the financial performance of the Company and the total shareholder return of the Company relative to an index of peer companies ("relative TSR"), specified in the awards. For performance share units with a goal based on the financial performance of the Company, stock-based compensation expense is recognized based on management's best estimates of the achievement of the performance goals specified in such awards and the resulting number of shares that will be earned. The cumulative effect on current and prior periods of a change in the estimated number of performance share units expected to be earned for these awards is recognized as compensation cost in earnings in the period of the change. For performance share units with a market-based relative TSR goal, stock-based compensation expense is recognized based on the estimated fair value of the award regardless of the actual number of shares earned. For further details regarding stock-based compensation, see Note 17. Fair Value Measurements The Company determines fair value measurements used in its consolidated financial statements 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 exclusive of any transaction costs, as 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. 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. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: 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. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. Foreign Currency The Company predominately uses the U.S. dollar as its functional currency. The functional currency of the Company's foreign operating subsidiaries generally is the applicable local currency. Assets and liabilities denominated in non-U.S. dollars are translated into U.S. dollars at exchange rates as of the end of the reporting period. Income and expense items are translated at the average monthly exchange rates during the year. Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders' equity. Gains and losses from foreign currency transactions, which are denominated in a currency other than the functional currency, are included within other operating (income) expense, net in the consolidated statements of operations. Foreign currency transaction gains and losses have historically not been material. The Company may be exposed to market risk for changes in foreign exchange rates primarily under certain intercompany receivables and payables. From time to time, the Company uses foreign exchange forward contracts to mitigate the exposure of the eventual net cash inflows or outflows resulting from these intercompany transactions. The Company's foreign exchange exposure is not material to the Company's consolidated financial condition. The Company does not hedge its net investment in non-U.S. subsidiaries because it views those investments as long-term in nature. Cash and Cash Equivalents Cash and cash equivalents include all highly-liquid investments with original maturities, at the time acquired by the Company, of three months or less. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash, cash equivalents, short-term investments, accounts receivable and derivative financial instruments. The Company's policy is to place its cash, cash equivalents and short-term investments in highly-rated financial instruments and institutions. Concentration of credit risk with respect to accounts receivable is mitigated by the diversity of the Company's payers and their dispersion across many different geographic regions, and credit risk is concentrated among certain payers who are large buyers of the Company's services. To reduce risk, the Company routinely assesses the financial strength of these payers and, consequently, believes that its accounts receivable credit risk exposure, with respect to these payers, is limited. While the Company has receivables due from federal and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related healthcare programs are funded by federal and state governments, and payment is primarily dependent on submitting appropriate documentation timely. As of both December 31, 2021 and 2020, receivables due from government payers under the Medicare and Medicaid programs represented approximately 6% of the Company's consolidated net accounts receivable. The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk. As of December 31, 2021 and 2020, receivables due from patients represented approximately 21% and 11%, respectively, of the Company's consolidated net accounts receivable. The Company applies assumptions and judgments including historical collection experience (including the period of time that the receivables have been outstanding) for assessing collectability and determining net revenues and accounts receivable from patients. Accounts Receivable and Allowance for Credit Losses Accounts receivable are reported net of allowances for credit losses. When estimating its allowance for credit losses, the Company pools its trade receivables based on the following customer types: healthcare insurers, government payers, client payers and patients, which are described in Note 3. The Company principally estimates the allowance for credit losses by pool based on historical collection experience, the current credit worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables have been outstanding. To the extent that any individual payers are identified that have deteriorated in credit quality, the Company removes the customers from their respective pools and establishes allowances based on the individual risk characteristics of such customers. Inventories Inventories, which consist principally of finished goods testing supplies and reagents, are valued at the lower of cost (first in, first out method) or net realizable value. Property, Plant and Equipment Property, plant and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and expensed as incurred for preliminary project activities and post-implementation activities. Capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, payroll and payroll-related costs for employees who are directly associated with the internal-use software project, and interest costs incurred, when material, while developing internal-use software. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs for maintenance and training are expensed as incurred. The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the expected useful lives of the assets. Depreciation and amortization are provided on the straight-line method over expected useful asset lives as of December 31, 2021 as follows: • buildings and improvements, ranging up to thirty-one and a half years; • laboratory equipment and furniture and fixtures, ranging from five • leasehold improvements, the lesser of the useful life of the improvement or the remaining life of the building or lease, as applicable; and • computer software developed or obtained for internal use, five Goodwill Goodwill represents the excess of the fair value of the acquiree (including the fair value of non-controlling interests) over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. Additionally, the Company's policy is to update the fair value calculation of its reporting units and perform the quantitative goodwill impairment test on a periodic basis. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. For the year ended December 31, 2020, in accordance with its policy to perform the quantitative test on a periodic basis, the Company updated the fair value calculation of its reporting units, performed the quantitative impairment test and concluded that goodwill was not impaired. Intangible Assets Intangible assets are recognized at fair value, as an asset apart from goodwill if the asset (i) arises from contractual or other legal rights, or (ii) is separable. Intangible assets, principally representing the cost of customer-related intangibles, non-competition agreements and technology acquired, are capitalized and amortized on the straight-line method over their expected useful lives, which generally range from five The Company reviews indefinite-lived intangible assets periodically for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of an indefinite-lived intangible asset is more than its estimated fair value. The indefinite-lived intangible asset impairment test is performed at least annually, or more frequently in the case of other events that indicate a potential impairment. Based upon the Company’s most recent annual impairment tests completed during the fourth quarters of the years ended December 31, 2021 and 2020, the Company concluded that indefinite-lived intangible assets were not impaired. The Company reviews the recoverability of its long-lived assets (including amortizable intangible assets), other than goodwill and indefinite-lived intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Evaluation of possible impairment is based on the Company's ability to recover the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying amount of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying amount of the asset. Investments The Company's investments (except for those accounted for under the equity method of accounting) include: • Equity investments with readily determinable fair values, including investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries (such investments, which previously did not have readily determinable fair values, became publicly-traded during the year ended December 31, 2021); as well as participant-directed investments of deferred employee compensation and related Company matching contributions held in trusts pursuant to the Company's supplemental deferred compensation plans (see Note 17). These investments are measured at fair value with both realized and unrealized gains and losses recorded in current earnings within other income, net in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, gains from all equity investments with readily determinable fair values totaled $56 million, $8 million, and $10 million, respectively. The carrying values of these investments was $121 million at December 31, 2021, of which $44 million was included in prepaid expenses and other current assets and $77 million was included in other assets in the consolidated balance sheet. The carrying values of these investments was $67 million at December 31, 2020, which was included in other assets in the consolidated balance sheet. • Equity investments that do not have readily determinable fair values, which consist of investments in preferred and common shares of privately held companies. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company regularly evaluates these equity investments to determine if there are any indicators that the investment is impaired; no impairment charges were recognized related to these investments for the years ended December 31, 2021, 2020 and 2019. The carrying value of these investments was $4 million and $25 million at December 31, 2021 and 2020, respectively. Such amounts were included in other assets in the consolidated balance sheet. • Available-for-sale debt securities of privately-held companies. These investments are measured at fair value with unrealized gains and losses presented in other comprehensive income (loss). The carrying amount of these investments was $1 million and $12 million at December 31, 2021 and 2020, respectively. Such amounts were included in other assets in the consolidated balance sheet. Derivative Financial Instruments The Company uses derivative financial instruments, from time to time, to manage its exposure to market risks for changes in interest rates and foreign currencies. This strategy includes the use of interest rate swap agreements, forward-starting interest rate swap agreements, interest rate lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit risk-related contingent features or requirements to post collateral. Interest Rate Risk The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate debt instruments and, from time to time, variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has historically entered into interest rate swap agreements. Interest rate swap agreements involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net. The Company accounts for these derivatives as either an asset or liability measured at its fair value. The fair value is based upon model-derived valuations in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present and future market conditions. For a derivative instrument that has been formally designated as a fair value hedge, fair value gains or losses on the derivative instrument along with offsetting fair value gains or losses on the hedged item that are attributable to the risk being hedged are reported in other income, net in the consolidated statements of operations. For derivatives that have been formally designated as a cash flow hedge, the change in the fair value of the derivatives is recorded in accumulated other comprehensive loss. Upon maturity or early termination of an effective interest rate swap agreement designated as a cash flow hedge, unrealized gains or losses are deferred in stockholders' equity, as a component of accumulated other comprehensive loss, and are amortized as an adjustment to interest expense over the period during which the hedged forecasted transaction affects earnings, which is when the Company recognizes interest expense on the hedged cash flows. At inception and quarterly thereafter, the Company formally assesses whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. After the initial quantitative assessment, this analysis is initially performed on a qualitative basis and, if it is determined that the hedging relationship was and continues to be highly effective, no further analysis is required. All components of each derivative financial instrument's gain or loss are included in the assessment of hedge effectiveness. If it is determined that a derivative ceases to be a highly effective hedge, the Company discontinues hedge accounting and any deferred gains or losses related to a discontinued cash flow hedge shall continue to be reported in accumulated other comprehensive loss, unless it is probable that the forecasted transaction will not occur. If it is probable that the forecasted transaction will not occur by the originally specified time period, the Company discontinues hedge accounting and any deferred gains or losses reported in accumulated other comprehensive loss are classified into earnings immediately. Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in stockholders' equity (except those arising from transactions with stockholders) and includes: • Foreign currency translation adjustments; • Net deferred gains (losses) on cash flow hedges, which represent deferred gains (losses), net of tax, on interest rate-related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Notes 15 and 16); and • Net changes in available-for-sale debt securities, which represent unrealized holding gains (losses), net of tax, on available-for-sale debt securities. Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2021, 2020 and 2019, advertising costs were $78 million, $38 million and $18 million, respectively. New Accounting Standards New Accounting Standards To Be Adopted In March 2020, the Financial Accounting Standards Board issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the risk of cessation of |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION DIS Net revenues in the Company’s DIS business accounted for greater than 95% of the Company’s consolidated net revenues for the years ended December 31, 2021, 2020 and 2019 and are primarily comprised of a high volume of relatively low-dollar transactions. The DIS business, which provides clinical testing services and other services, satisfies its performance obligation and recognizes revenues primarily upon completion of the testing process (when results are reported) or when services have been rendered. The Company estimates the amount of consideration it expects to be entitled to receive from customer groups in exchange for providing services using the portfolio approach. These estimates include the impact of contractual allowances (including payer denials), and patient price concessions, as discussed below. The portfolios determined using the portfolio approach consist of the following groups of customers: healthcare insurers, government payers (Medicare and Medicaid programs), client payers and patients. Contracts with customers in the DIS business do not contain significant financing components based on the typical period of time between performance of services and collection of consideration. The process for estimating revenues and the ultimate collection of accounts receivable involves significant judgment and estimation. The Company follows a standard process, which considers historical denial and collection experience and other factors (including the period of time that the receivables have been outstanding), to estimate contractual allowances and implicit price concessions, recording adjustments in the current period as changes in estimates. Further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. The following are descriptions of the DIS business’ portfolios: Healthcare Insurers Reimbursements from healthcare insurers are based on negotiated fee-for-service schedules and on capitated payment rates. Under fee-for-service arrangements, healthcare insurers are billed at the Company's list price. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, which considers historical denial and collection experience and the terms of the Company’s contractual arrangements. Collection of the Company's net revenues from healthcare insurers is normally a function of providing complete and correct billing information to the healthcare insurers within the various filing deadlines and generally occurs within 30 to 60 days of billing. Provided the Company has billed healthcare insurers accurately with complete information prior to the established filing deadline, there has historically been little to no credit risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and if so, it will reserve accordingly for the billing. Under capitated arrangements with healthcare insurers, the Company recognizes revenue based on a predetermined monthly reimbursement rate for each member of an insurer's health plan regardless of the number or cost of services provided by the Company. Healthcare insurers typically reimburse the Company under capitated arrangements in the same month services are performed, essentially giving rise to no outstanding accounts receivable at the end of a reporting period. If any capitated payments are not received on a timely basis, the Company determines the cause and makes a separate determination as to whether or not the collection of the amount from the healthcare insurer is at risk and, if so, would reserve accordingly. Government Payers Reimbursements from government payers are based on fee-for-service schedules set by governmental authorities, including traditional Medicare and Medicaid. Net revenues recognized consist of amounts billed net of contractual allowances for differences between amounts billed and the estimated consideration the Company expects to receive from such payers, which considers historical denial and collection experience and other factors. Collection of the Company's net revenues from government payers is normally a function of providing the complete and correct billing information within the various filing deadlines and generally occurs within 30 days of billing. Provided the Company has billed government payers accurately with complete information prior to the established filing deadline, there has historically been little to no credit risk. If there has been a delay in billing, the Company determines if the amounts in question will likely go past the filing deadline, and, if so, it will reserve for the billing accordingly. Client Payers Client payers include physicians, hospitals, ACOs, DCEs, IDNs, employers, other commercial laboratories and institutions for which services are performed on a wholesale basis, and are billed based on negotiated fee schedules. Credit risk and ability to pay are more of a consideration for these payers than healthcare insurers and government payers. Collection of consideration the Company expects to receive generally occurs within 60 to 90 days of billing. The Company principally estimates the allowance for credit losses for client payers based on historical collection experience, the current credit worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables have been outstanding. To the extent that any individual client payers are identified that have deteriorated in credit quality, the Company establishes allowances based on the individual risk characteristics of such customers. Patients Uninsured patients are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Insured patients (includes coinsurance and deductible responsibilities) are billed based on fees negotiated with healthcare insurers. Collection of billings from patients is subject to credit risk and ability of the patients to pay. Net revenues consist of amounts billed net of discounts provided to uninsured patients in accordance with the Company’s policies and implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration the Company expects to receive from patients, which considers historical collection experience (including the period of time that the receivables have been outstanding) and other factors including current market conditions. Patient billings are generally fully reserved for when the related service reaches 210 days outstanding. Balances are automatically written off when they are sent to collection agencies. Allowances are further adjusted for estimated recoveries of amounts sent to collection agencies based on historical collection experience, which is regularly monitored. Collection of consideration the Company expects to receive generally occurs within 30 to 60 days of billing. DS The Company’s DS businesses primarily satisfy their performance obligations and recognize revenues when delivery has occurred or services have been rendered. Collection of consideration the Company expects to receive generally occurs within 30 to 60 days of billing. The approximate percentage of net revenue by type of customer was as follows: Year Ended December 31, 2021 2020 2019 Healthcare insurers: Fee-for-service 39 % 34 % 33 % Capitated 3 3 3 Total healthcare insurers 42 37 36 Government payers 10 11 15 Client payers 33 38 32 Patients 12 11 13 Total DIS 97 97 96 DS 3 3 4 Net revenues 100 % 100 % 100 % For the years ended December 31, 2021, 2020 and 2019, substantially all of the Company’s services were provided within the United States, see Note 19. The approximate percentage of net accounts receivable by type of customer as of December 31, 2021 and 2020 was as follows: 2021 2020 Healthcare insurers 32% 34% Government payers 6 6 Client payers 38 46 Patients (including coinsurance and deductible responsibilities) 21 11 Total DIS 97 97 DS 3 3 Net accounts receivable 100% 100% The following table summarizes the activity for the Company's allowance for credit losses during the years ended December 31, 2021 and 2020, which principally relates to client payers: Allowance for Credit Losses Balance, January 1, 2020 $ 15 Provision for credit losses 19 Write-offs of accounts receivable, net of recoveries (6) Balance, December 31, 2020 28 Provision for credit losses 4 Write-offs of accounts receivable, net of recoveries (1) Balance, December 31, 2021 $ 31 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The computation of basic and diluted earnings per common share is as follows (in millions, except per share data): 2021 2020 2019 Amounts attributable to Quest Diagnostics’ common stockholders: Income from continuing operations $ 1,995 $ 1,431 $ 838 Income from discontinued operations, net of taxes — — 20 Net income attributable to Quest Diagnostics' common stockholders $ 1,995 $ 1,431 $ 858 Income from continuing operations $ 1,995 $ 1,431 $ 838 Less: Earnings allocated to participating securities 7 6 3 Earnings available to Quest Diagnostics’ common stockholders – basic and diluted $ 1,988 $ 1,425 $ 835 Weighted average common shares outstanding – basic 125 134 134 Effect of dilutive securities: Stock options and performance share units 3 2 2 Weighted average common shares outstanding – diluted 128 136 136 Earnings per share attributable to Quest Diagnostics’ common stockholders - basic: Income from continuing operations $ 15.85 $ 10.62 $ 6.21 Income from discontinued operations — — 0.15 Net income $ 15.85 $ 10.62 $ 6.36 Earnings per share attributable to Quest Diagnostics’ common stockholders - diluted: Income from continuing operations $ 15.55 $ 10.47 $ 6.13 Income from discontinued operations — — 0.15 Net income $ 15.55 $ 10.47 $ 6.28 In April 2021, the Company entered into ASRs with several financial institutions to repurchase $1.5 billion of the Company's common stock as part of the Company's share repurchase program. See Note 16 for further details. The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect: 2021 2020 2019 Stock options and performance share units — 1 3 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS 2021 Acquisitions During 2021, the Company completed acquisitions for an aggregate purchase price of $336 million, net of cash acquired, including the acquisitions discussed below. The 2021 acquisitions resulted in goodwill of $228 million, of which $223 million is deductible for tax purposes. These acquisitions also resulted in $104 million of intangible assets, principally comprised of customer-related intangible assets. Acquisition of the outreach laboratory services business of Mercy Health On June 1, 2021, the Company completed the acquisition of the outreach laboratory services business of Mercy Health ("Mercy Health"), which serves providers and patients in Arkansas, Kansas, Missouri and Oklahoma, in an all-cash transaction for $225 million. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired primarily consist of $54 million of customer-related intangible assets and $171 million of tax-deductible goodwill. The intangible assets are being amortized over a useful life of 15 years. Acquisition of assets of Labtech Diagnostics, LLC ("Labtech") On December 13, 2021, the Company completed the acquisition of assets of Labtech, an independent clinical diagnostic laboratory provider serving physicians and patients primarily in South Carolina, North Carolina, Florida and Georgia, in an all cash transaction for $85 million, which consisted of cash consideration of $80 million and contingent consideration initially estimated at $5 million. The contingent consideration arrangement is dependent upon the achievement of certain testing volume benchmarks. Based on the preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period, the assets acquired and liabilities assumed consist of $41 million of intangible assets, $40 million of goodwill (of which $35 million is tax deductible), $11 million of property, plant and equipment, $9 million of finance lease liabilities, $6 million of operating lease right-of-use assets, $6 million of operating lease liabilities, and $2 million of inventories. The intangible assets consist primarily of customer-related assets which are being amortized over a useful life of 15 years. 2020 Acquisitions During 2020, the Company completed acquisitions for an aggregate purchase price of $330 million, net of cash acquired, including the acquisitions discussed below. The 2020 acquisitions resulted in goodwill of $247 million, of which $210 million is deductible for tax purposes. These acquisitions also resulted in $146 million of intangible assets, principally comprised of customer-related and technology intangible assets. Net revenues attributable to the 2020 acquisitions were $127 million for the year ended December 31, 2020. Acquisition of Blueprint Genetics Oy On January 21, 2020, the Company completed the acquisition of Blueprint Genetics Oy ("Blueprint Genetics"), in an all cash transaction for $108 million, net of $3 million cash acquired. Blueprint Genetics is a leading specialty genetic testing company with expertise in gene variant interpretation based on next generation sequencing and proprietary bioinformatics. Through the acquisition, the Company acquired all of Blueprint Genetics' operations. Based on the purchase price allocation, the assets acquired and liabilities assumed primarily consist of $66 million of tax-deductible goodwill, $43 million of intangible assets, and $2 million of property, plant and equipment and working capital. The intangible assets primarily consist of technology and customer-related assets which are being amortized over a useful life of 10 years and 15 years, respectively. Acquisition of the Outreach Laboratory Services Business of Memorial Hermann Health System On April 6, 2020, the Company completed the acquisition of select assets which constitute substantially all of the operations of Memorial Hermann Diagnostic Laboratories, the outreach laboratory division of Memorial Hermann Health System ("Memorial Hermann"), in an all cash transaction for $120 million. Memorial Hermann is a not-for-profit health system in Southeast Texas. Based on the purchase price allocation, the assets acquired primarily consist of $27 million of customer-related intangible assets and $93 million of tax-deductible goodwill. The intangible assets are being amortized over a useful life of 15 years. Acquisition of the Remaining 56% Interest in Mid America Clinical Laboratories, LLC On August 1, 2020, the Company completed the acquisition of the remaining 56% interest in Mid America Clinical Laboratories, LLC ("MACL") from its joint venture partners in an all cash transaction for $93 million, net of $18 million cash acquired. MACL is the largest independent clinical laboratory provider in Indiana. Prior to the acquisition, the Company accounted for its 44% interest in MACL as an equity method investment, which was remeasured to its fair value of $87 million on the acquisition date, resulting in a gain of $70 million that was recognized in other income, net in the consolidated statements of operations. The fair value of the previously held equity interest was determined using a discounted cash flow analysis that took into account, among other items, MACL's expected future cash flows, long-term growth rate (1.5%), and a discount rate commensurate with economic risk (7.5%). Based on the purchase price allocation, the assets acquired and liabilities assumed consist of $84 million of goodwill (of which $47 million is tax-deductible), $74 million of intangible assets, $11 million of working capital and $11 million of property, plant and equipment. The intangible assets consist of customer-related assets which are being amortized over a useful life of 15 years. As a result of the acquisition, MACL became a wholly owned subsidiary of the Company. 2019 Acquisitions During 2019, the Company completed acquisitions for an aggregate purchase price of $63 million, including the acquisition discussed below. The 2019 acquisitions resulted in goodwill of $43 million, of which $36 million is deductible for tax purposes. These acquisitions also resulted in $21 million of intangible assets, principally comprised of customer-related intangible assets. Acquisition of the Clinical Laboratory Services Business of Boyce & Bynum Pathology Laboratories, P.C. On February 11, 2019, the Company completed the acquisition of certain assets of the clinical laboratory services business of Boyce & Bynum Pathology Laboratories, P.C. in an all cash transaction for $61 million, which consisted of cash consideration of $55 million and contingent consideration initially estimated at $6 million. The contingent consideration arrangement was dependent upon the achievement of certain testing volume benchmarks. During 2019, the liability was reduced to $0 as a result of updated testing volume forecasts for the earn-out period compared to the testing volume target included in the contingent consideration arrangement, resulting in a $6 million gain recorded in other operating (income) expense, net. Based on the purchase price allocation, the assets acquired principally consist of $41 million of goodwill (of which $35 million is tax deductible) and $20 million of customer-related intangible assets. The intangible assets are being amortized over a useful life of 15 years. General Information |
DISPOSITION
DISPOSITION | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION | DISPOSITION On April 1, 2021, the Company sold its 40% ownership interest in Q2 Solutions® ("Q2 Solutions"), its clinical trials central laboratory services joint venture, to IQVIA Holdings, Inc. ("IQVIA"), its joint venture partner, for $760 million in an all-cash transaction. The sales price is subject to customary post-closing adjustments. Prior to the transaction, the Company accounted for its minority interest as an equity method investment. As a result of the transaction, during the year ended December 31, 2021, the Company recorded a $314 million pre-tax gain in other income, net in the consolidated statement of operations based on the difference between the net sales proceeds and the carrying value of the investment, including $20 million of cumulative translation losses which were previously recorded in accumulated other comprehensive loss. During the year ended December 31, 2021, the Company also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit. Under a multi-year agreement, the Company will remain the strategic preferred laboratory provider for Q 2 Solutions' clients, providing a range of lab testing capabilities to augment Q 2 Solutions' core offerings and extend its industry leading suite of services. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis: Basis of Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2021 Assets: Deferred compensation trading securities $ 77 $ 77 $ — $ — Cash surrender value of life insurance policies 57 — 57 — Equity investments 44 44 — — Available-for-sale debt securities 1 — — 1 Total $ 179 $ 121 $ 57 $ 1 Liabilities: Deferred compensation liabilities $ 143 $ — $ 143 $ — Contingent consideration 5 — — 5 Total $ 148 $ — $ 143 $ 5 Redeemable noncontrolling interest $ 79 $ — $ — $ 79 December 31, 2020 Assets: Deferred compensation trading securities $ 67 $ 67 $ — $ — Cash surrender value of life insurance policies 50 — 50 — Available-for-sale debt securities 12 — — 12 Total $ 129 $ 67 $ 50 $ 12 Liabilities: Deferred compensation liabilities $ 126 $ — $ 126 $ — Redeemable noncontrolling interest $ 82 $ — $ — $ 82 The Company offers certain employees the opportunity to participate in a non-qualified supplemental deferred compensation plan. A participant's deferrals, together with Company matching credits, are invested in a variety of participant-directed stock and bond mutual funds that are classified as trading securities. The trading securities are classified within Level 1 of the fair value hierarchy because the changes in the fair value of these securities are measured using quoted prices in active markets based on the market price per unit multiplied by the number of units held, exclusive of any transaction costs. A corresponding adjustment for changes in fair value of the trading securities is also reflected in the changes in fair value of the deferred compensation obligation. The deferred compensation liabilities are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the trading securities. The Company offers certain employees the opportunity to participate in a non-qualified deferred compensation program. A participant's deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program's liability. Changes in the cash surrender value of the life insurance policies are based upon earnings and changes in the value of the underlying investments. Changes in the fair value of the deferred compensation obligation are derived using quoted prices in active markets based on the market price per unit multiplied by the number of units. The cash surrender value and the deferred compensation obligation are classified within Level 2 of the fair value hierarchy because their inputs are derived principally from observable market data by correlation to the hypothetical investments. Deferrals under the plan currently may only be made by participants who made deferrals under the plan in 2017. The Company's investment portfolio primarily includes equity investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries. Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) with readily determinable fair values are measured at fair value in prepaid expenses and other current assets in the Company's consolidated balance sheet. Equity investments that do not have readily determinable fair values (which consist of investments in preferred and common shares of private companies) are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes. During the year ended December 31, 2021, certain of the Company's equity investments became publicly traded. Such equity investments are now classified within Level 1 of the fair value hierarchy because the changes in the fair values of the securities are measured using quoted prices in active markets based on the market price per share multiplied by the number of shares held, exclusive of any transaction costs. The Company's available-for-sale debt securities are measured at fair value using discounted cash flows. These fair value measurements are classified within Level 3 of the fair value hierarchy as the fair value is based on significant inputs that are not observable. Significant inputs include cash flows projections and a discount rate. In connection with the acquisition of Labtech (see Note 5), the Company has a contingent consideration obligation of up to $20 million that is to be paid based on the achievement of certain testing volume benchmarks. As of December 31, 2021, the fair value of the contingent consideration liability totaled $5 million, which was measured at fair value using an option-pricing method and classified within Level 3 of the fair value hierarchy as the fair value was determined based on significant inputs that are not observable. Significant inputs include management’s estimate of volume and other market inputs, including comparable company revenue volatility (7.5%) and a discount rate (2.5%). The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3): Contingent Consideration Balance, December 31, 2019 $ 7 Settlements (6) Total fair value adjustments included in earnings - realized/unrealized (1) Balance, December 31, 2020 — Purchases, additions and issuances 5 Balance, December 31, 2021 $ 5 The $1 million net gain included in earnings associated with the changes in the fair value of contingent consideration for the year ended December 31, 2020 is reported in other operating (income) expense, net. In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass Memorial Medical Center ("UMass") on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. As of December 31, 2021, the redeemable noncontrolling interest was presented at its fair value. The fair value measurement of the redeemable noncontrolling interest is classified within Level 3 of the fair value hierarchy because the fair value is based on a discounted cash flow analysis that takes into account, among other items, the joint venture's expected future cash flows, long-term growth rates, and a discount rate commensurate with economic risk. During the year ended December 31, 2021, the Company recorded an $8 million impairment charge, which is included in equity in earnings of equity method investees, net of taxes, in order to adjust to fair value an investment that is accounted for under the equity method of accounting. Following the impairment charge, the carrying value of the investment is not material. The fair value measurement was classified within Level 3 of the fair value hierarchy as it was based on significant inputs that are not observable, including cash flow projections. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value based on the short maturities of these instruments. As of December 31, 2021 and 2020, the fair value of the Company’s debt was estimated at $4.4 billion and $4.6 billion, respectively. Principally all of the Company's debt is classified within Level 1 of the fair value hierarchy because the fair value of the debt is estimated based on rates currently offered to the Company with identical terms and maturities, using quoted active market prices and yields, taking into account the underlying terms of the debt instruments. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | TAXES ON INCOME The Company's pre-tax income from continuing operations before equity in earnings of equity method investees consisted of approximately 2.5 billion, $1.9 billion and $1.1 billion from U.S. operations and pre-tax income (loss) of $148 million, $(7) million and $15 million from foreign operations for the years ended December 31, 2021, 2020 and 2019, respectively. Pre-tax income from continuing operations before equity in earnings of equity method investees for U.S. and foreign operations include pre-tax gains of $171 million and $143 million, respectively, from the sale of the Company's 40% ownership interest in Q2 Solutions. During the year ended December 31, 2021, the Company also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit. The components of income tax expense (benefit) for 2021, 2020 and 2019 were as follows: 2021 2020 2019 Current: Federal $ 528 $ 300 $ 176 State and local 123 74 53 Foreign 3 1 3 Deferred: Federal (61) 55 21 State and local 5 29 (4) Foreign (1) 1 (2) Total $ 597 $ 460 $ 247 A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for 2021, 2020 and 2019 was as follows: 2021 2020 2019 Tax provision at statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefit 4.1 4.5 4.6 Impact of noncontrolling interests (0.8) (0.9) (1.1) Excess tax benefits on stock-based compensation arrangements (0.7) (1.2) (1.2) Return to provision true-ups (0.8) (0.7) (1.4) Impact of equity earnings 0.6 0.8 1.1 Changes in reserves for uncertain tax positions 0.4 0.9 1.7 Change in valuation allowances associated with certain net operating losses — 0.2 (1.1) Other, net (0.8) (0.1) (0.6) Effective tax rate 23.0 % 24.5 % 23.0 % For the year ended December 31, 2019, the Company recognized a $12 million net income tax benefit due to the release of valuation allowances associated with certain net operating loss carryforwards. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) as of December 31, 2021 and 2020 were as follows: 2021 2020 Non-current deferred tax assets (liabilities): Accounts receivable reserves $ 89 $ 71 Liabilities not currently deductible 180 146 Stock-based compensation 32 47 Basis differences in investments, joint ventures and subsidiaries (12) (81) Net operating loss carryforwards, net of valuation allowance 42 61 Operating lease right-of-use assets (150) (151) Operating lease liabilities 162 161 Depreciation and amortization (633) (604) Total non-current deferred tax liabilities, net $ (290) $ (350) As of December 31, 2021 and 2020, non-current deferred tax liabilities of $290 million and $350 million, respectively, are included in other liabilities in the consolidated balance sheet. As of December 31, 2021, the Company had estimated net operating loss carryforwards for federal and state income tax purposes of $31 million and $676 million, respectively, which expire at various dates through 2041. Estimated net operating loss carryforwards for foreign income tax purposes are $70 million as of December 31, 2021, some of which can be carried forward indefinitely while others expire at various dates through 2041. As of December 31, 2021 and 2020, deferred tax assets associated with net operating loss carryforwards of $71 million and $94 million, respectively, have each been reduced by valuation allowances of $29 million and $33 million, respectively. Income taxes payable, including those classified as long-term in other liabilities in the consolidated balance sheet as of December 31, 2021 and 2020, were $106 million and $135 million, respectively. Prepaid income taxes were $36 million and $2 million as of December 31, 2021 and 2020, respectively, and were recorded in prepaid expenses and other current assets in the consolidated balance sheet. The total amount of unrecognized tax benefits as of and for the years ended December 31, 2021, 2020 and 2019 consisted of the following: 2021 2020 2019 Balance, beginning of year $ 93 $ 88 $ 107 Additions: For tax positions of current year 1 2 2 For tax positions of prior years 30 25 16 Reductions: Changes in judgment (6) (9) (3) Expirations of statutes of limitations (8) (4) (2) Settlements — (9) (32) Balance, end of year $ 110 $ 93 $ 88 The contingent liabilities for tax positions primarily relate to uncertainties associated with the realization of tax benefits derived from the allocation of income and expense among state jurisdictions, the characterization and timing of certain tax deductions associated with business combinations, certain tax credits and the deductibility of certain expenses and settlement payments. The total amount of unrecognized tax benefits as of December 31, 2021, that, if recognized, would affect the effective income tax rate is $90 million. Based upon the expiration of statutes of limitations, settlements and/or the conclusion of tax examinations, the Company believes it is reasonably possible that the total amount of unrecognized tax benefits may decrease by up to $15 million within the next twelve months. Accruals for interest expense on contingent tax liabilities are classified in income tax expense in the consolidated statements of operations. Accruals for penalties have historically been immaterial. Interest (income) expense included in income tax expense in each of the years ended December 31, 2021, 2020 and 2019 was approximately $(2) million, $6 million and $5 million, respectively. As of December 31, 2021 and 2020, the Company had approximately $20 million and $21 million, respectively, accrued, net of the benefit of a federal and state deduction, for the payment of interest on uncertain tax positions. The recognition and measurement of certain tax benefits includes estimates and judgment by management and inherently involves subjectivity. Changes in estimates may create volatility in the Company's effective tax rate in future periods and may be due to settlements with various tax authorities (either favorable or unfavorable), the expiration of the statute of limitations on certain tax positions and obtaining new information about particular tax positions that may cause management to change its estimates. In the regular course of business, various federal, state, local and foreign tax authorities conduct examinations of the Company's income tax filings and the Company generally remains subject to examination until the statute of limitations expires for the respective jurisdiction. The Internal Revenue Service has either completed its examinations of the Company's consolidated federal income tax returns or the statute of limitations has expired up through and including the 2016 tax year. At this time, the Company does not believe that there will be any material additional payments beyond its recorded contingent liability reserves that may be required as a result of these tax audits. As of December 31, 2021, a summary of the tax years that remain subject to examination, awaiting approval, are under appeal, or are otherwise unresolved for the Company's major jurisdictions are: United States - federal 2017 - 2020 |
SUPPLEMENTAL CASH FLOW AND OTHE
SUPPLEMENTAL CASH FLOW AND OTHER DATA | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW AND OTHER DATA | SUPPLEMENTAL CASH FLOW AND OTHER DATA Supplemental cash flow and other data for the years ended December 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 Depreciation expense $ 305 $ 258 $ 233 Amortization expense 103 103 96 Depreciation and amortization expense $ 408 $ 361 $ 329 Interest expense $ (152) $ (166) $ (180) Interest income 1 3 5 Interest expense, net $ (151) $ (163) $ (175) Interest paid $ 159 $ 201 $ 192 Income taxes paid $ 709 $ 360 $ 202 Accounts payable associated with capital expenditures $ 26 $ 46 $ 26 Accounts payable associated with purchases of treasury stock $ 23 $ — $ — Dividend payable $ 74 $ 76 $ 71 Dividends received from equity method investees $ 60 $ 54 $ 48 Businesses acquired: Fair value of assets acquired $ 354 $ 368 $ 63 Fair value of liabilities assumed 18 17 — Fair value of net assets acquired 336 351 63 Merger consideration payable (5) — (5) Cash paid for business acquisitions 331 351 58 Less: Cash acquired — 21 — Business acquisitions, net of cash acquired $ 331 $ 330 $ 58 2021 2020 2019 Leases: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185 $ 185 $ 180 Operating cash flows from finance leases $ 2 $ 3 $ 3 Financing cash flows from finance leases $ 2 $ 3 $ 4 Leased assets obtained in exchange for new operating lease liabilities $ 150 $ 219 $ 164 Leased assets obtained in exchange for new finance lease liabilities $ — $ — $ 1 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Land $ 43 $ 42 Buildings and improvements 532 526 Laboratory equipment and furniture and fixtures 2,009 1,974 Leasehold improvements 705 666 Computer software developed or obtained for internal use 1,292 1,209 Construction-in-progress 214 202 4,795 4,619 Less: Accumulated depreciation and amortization (3,088) (2,992) Total $ 1,707 $ 1,627 For the year ended December 31, 2019, the Company recognized a $73 million gain in other operating (income) expense, net on the sale and leaseback of a property. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The changes in goodwill for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Balance, beginning of year $ 6,873 $ 6,619 Goodwill acquired during the year 228 247 Adjustments to goodwill (6) 7 Balance, end of year $ 7,095 $ 6,873 Principally all of the Company’s goodwill as of December 31, 2021 and 2020 was associated with its DIS business. For the year ended December 31, 2021, goodwill acquired during the period was principally associated with the acquisitions of the assets of Mercy Health and assets of Labtech (see Note 5). For the year ended December 31, 2021, adjustments to goodwill related to foreign currency translation. For the year ended December 31, 2020, goodwill acquired during the period was principally associated with the acquisitions of Blueprint Genetics, assets of Memorial Hermann and MACL (see Note 5). For the year ended December 31, 2020, adjustments to goodwill related to foreign currency translation. Intangible assets as of December 31, 2021 and 2020 consisted of the following: Weighted 2021 2020 Cost Accumulated Net Cost Accumulated Net Amortizing intangible assets: Customer-related 17 $ 1,581 $ (726) $ 855 $ 1,479 $ (638) $ 841 Non-compete agreements 9 3 (2) 1 3 (2) 1 Technology 14 141 (74) 67 141 (65) 76 Other 5 109 (101) 8 108 (95) 13 Total 17 1,834 (903) 931 1,731 (800) 931 Intangible assets not subject to amortization: Trade names 235 — 235 235 — 235 Other 1 — 1 1 — 1 Total intangible assets $ 2,070 $ (903) $ 1,167 $ 1,967 $ (800) $ 1,167 The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2021 is as follows: Year Ending December 31, 2022 $ 105 2023 103 2024 100 2025 98 2026 93 Thereafter 432 Total $ 931 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Accrued wages and benefits (including incentive compensation) $ 518 $ 502 Accrued expenses 460 356 Trade accounts payable 357 446 Overdrafts 116 153 Dividend payable 74 76 Accrued insurance 34 31 Accrued interest 26 26 Income taxes payable 10 43 Merger consideration payable 5 — Total $ 1,600 $ 1,633 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
DEBT | DEBT Long-term debt (including finance lease obligations) as of December 31, 2021 and 2020 consisted of the following: 2021 2020 4.25% Senior Notes due April 2024 $ 311 $ 316 3.50% Senior Notes due March 2025 616 622 3.45% Senior Notes due June 2026 510 512 4.20% Senior Notes due June 2029 499 499 2.95% Senior Notes due June 2030 798 798 2.80% Senior Notes due June 2031 549 549 6.95% Senior Notes due July 2037 175 175 5.75% Senior Notes due January 2040 245 245 4.70% Senior Notes due March 2045 300 300 Other 34 27 Debt issuance costs (25) (28) Total long-term debt 4,012 4,015 Less: Current portion of long-term debt 2 2 Total long-term debt, net of current portion $ 4,010 $ 4,013 Secured Receivables Credit Facility During October 2021, the Company amended its $600 million secured receivables credit facility (the “Secured Receivables Credit Facility”), previously amended in October 2020, to extend the maturity dates for each underlying commitment by one year, while maintaining the borrowing capacity under the facility at $600 million. Under the Secured Receivables Credit Facility, the Company can borrow against a $250 million loan commitment maturing October 2022 and a $250 million loan commitment maturing October 2023, and can issue up to $100 million of letters of credit (see Note 18) through October 2023. Borrowings under the Secured Receivables Credit Facility are collateralized by certain domestic receivables. As of December 31, 2021, interest on the borrowings under the Secured Receivables Credit Facility was based on either commercial paper rates for highly-rated issuers or LIBOR, plus a spread of 0.725% to 0.80%. The Secured Receivables Credit Facility is subject to customary affirmative and negative covenants and certain financial covenants with respect to the receivables that comprise the borrowing base and secure the borrowings under the facility. As of both December 31, 2021 and 2020, there were no outstanding borrowings under the Secured Receivables Credit Facility. Senior Unsecured Revolving Credit Facility During November 2021, the Company amended and restated the agreement for its $750 million senior unsecured revolving credit facility (the “Credit Facility” or "Senior Unsecured Revolving Credit Facility") to extend the maturity date to November 2026 while maintaining the borrowing capacity under the facility at $750 million. Under the Credit Facility, the Company can issue letters of credit totaling $150 million (see Note 18). Issued letters of credit reduce the available borrowing capacity under the Credit Facility. Interest on the Credit Facility is based on certain published rates plus an applicable margin based on changes in the Company's public debt ratings. At the option of the Company, it may elect to lock into LIBOR-based interest rates for periods up to six months. Interest on any outstanding amounts not covered under LIBOR-based interest rate contracts is based on an alternate base rate, which is calculated by reference to the prime rate, the federal funds rate or an adjusted LIBOR rate. As of December 31, 2021, the Company's borrowing rate for LIBOR-based loans under the Credit Facility was LIBOR plus 1.00%. The Credit Facility contains various covenants, including the maintenance of a financial leverage ratio, which could impact the Company's ability to, among other things, incur additional indebtedness. As of both December 31, 2021 and 2020, there were no outstanding borrowings under the Senior Unsecured Revolving Credit Facility. Senior Notes Offerings In May 2020, the Company completed a senior notes offering, consisting of $550 million aggregate principal amount of 2.80% senior notes due June 2031 (the “2031 Senior Notes”), which were issued at an original issue discount of $1 million. The Company incurred $5 million of debt issuance costs associated with the 2031 Senior Notes, which are included as a reduction to the carrying amount of long-term debt and which are being amortized over the term of the related debt. During November 2020, the net proceeds from the 2031 Senior Notes, along with cash on hand, were used to redeem in full the outstanding indebtedness under the Company's senior notes due April 2021. During January 2020, the Company redeemed in full the outstanding indebtedness under the Company's senior notes due January 2020 and senior notes due March 2020, using the net proceeds from the issuance, in December 2019, of the senior notes due June 2030. For the year ended December 31, 2020, the Company recorded a loss on retirement of debt, principally comprised of premiums paid, of $9 million in other income, net. All of the senior notes are unsecured obligations of the Company and rank equally with the Company's other senior unsecured obligations. None of the Company's senior notes have a sinking fund requirement. The Company may redeem its outstanding senior notes prior to scheduled maturity, as a whole or in part, at a redemption price equal to the present value of the remaining scheduled payments of principal and interest, except for certain notes for which the Company also has an option to redeem such instruments at par value on or after dates specified in the indentures governing the notes ("the par value redemption option"). For notes with the par value redemption option, if such notes are redeemed prior to the specified dates, the redemption price calculations exclude any interest that would have been due after such dates. Maturities of Long-Term Debt As of December 31, 2021, long-term debt matures as follows: Year Ending December 31, 2022 $ 2 2023 2 2024 303 2025 603 2026 503 Thereafter 2,596 Total maturities of long-term debt 4,009 Unamortized discount (10) Debt issuance costs (25) Fair value basis adjustments attributable to hedged debt 38 Total long-term debt 4,012 Less: Current portion of long-term debt 2 Total long-term debt, net of current portion $ 4,010 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company determines if an arrangement is or contains a lease at contract inception. The Company leases office space, patient service centers, clinical laboratories, warehouses, logistic hubs and equipment primarily through operating leases, with a limited number of finance leases. A right-of-use asset liability liability The Company primarily uses its collateralized incremental borrowing rate in determining the present value of lease payments as the Company's leases generally do not provide an implicit rate. Such incremental borrowing rates, which take into account interest rates offered to companies that have similar credit ratings to the Company, are determined using a portfolio approach which groups the Company’s leases based on tenor. The Company has lease agreements with (i) right-of-use asset payments and (ii) non-lease components (i.e., payments related to maintenance fees, utilities, etc.) which have been combined and accounted for as a single lease component. The Company's leases have remaining terms of less than 1 year to 15 years, some of which include options to extend the leases for up to 15 years. The Company's lease terms may include renewal options that are reasonably certain to be exercised and termination options that are reasonably certain not to be exercised. Certain leases also include options to purchase the leased property. Certain of the Company's lease agreements include rental payments adjusted periodically for inflation or a market rate which are included in the lease liabilities. The Company's assets and liabilities for its lease agreements as of December 31, 2021 and 2020 were as follows: Leases Balance Sheet Classification 2021 2020 Assets Operating Operating lease right-of-use assets $ 597 $ 604 Finance Property, plant and equipment, net (a) 29 22 Total lease assets $ 626 $ 626 Liabilities Current: Operating Current portion of long-term operating lease liabilities $ 151 $ 141 Finance Current portion of long-term debt 2 2 Non-current: Operating Long-term operating lease liabilities 494 499 Finance Long-term debt 32 25 Total lease liabilities $ 679 $ 667 (a) Finance lease assets as of December 31, 2021 and 2020 were recorded net of accumulated amortization of $8 million and $14 million, respectively. Components of lease cost for the years ended December 31, 2021, 2020 and 2019 were as follows: Lease cost 2021 2020 2019 Operating lease cost (a) $ 321 $ 300 $ 294 Finance lease cost: Amortization of leased assets 2 6 7 Interest on lease liabilities 2 3 3 Net lease cost $ 325 $ 309 $ 304 (a) Includes short-term leases and variable lease costs (primarily usage-based maintenance fees and utilities related to real estate leases and certain equipment-related and vehicle-related costs) of $140 million, $120 million and $120 million for the years ended December 31, 2021, 2020 and 2019, respectively. The maturity of the Company's lease liabilities as of December 31, 2021 is as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 $ 169 $ 4 $ 173 2023 153 4 157 2024 116 5 121 2025 83 5 88 2026 54 5 59 Thereafter 139 27 166 Total lease payments 714 50 764 Less: Interest 69 16 85 Present value of lease liabilities $ 645 $ 34 $ 679 Lease term and discount rate as of December 31, 2021 and 2020 were as follows: Lease term and discount rate 2021 2020 Weighted-average remaining lease term (years): Operating leases 6 6 Finance leases 11 13 Weighted-average discount rate: Operating leases 3.0 % 3.2 % Finance leases 6.9 % 8.1 % The Company's discount rates for its operating leases were primarily determined using the Company's incremental borrowing rate. The Company's weighted-average discount rate for its finance leases principally reflects the implicit interest rate on a lease obligation assumed in a business combination. See Note 9 for cash flow information on cash paid for amounts included in the measurement of lease liabilities, leased assets obtained in exchange for new operating lease liabilities, and leased assets obtained in exchange for new finance lease liabilities for the years ended December 31, 2021, 2020 and 2019. |
LEASES | LEASES The Company determines if an arrangement is or contains a lease at contract inception. The Company leases office space, patient service centers, clinical laboratories, warehouses, logistic hubs and equipment primarily through operating leases, with a limited number of finance leases. A right-of-use asset liability liability The Company primarily uses its collateralized incremental borrowing rate in determining the present value of lease payments as the Company's leases generally do not provide an implicit rate. Such incremental borrowing rates, which take into account interest rates offered to companies that have similar credit ratings to the Company, are determined using a portfolio approach which groups the Company’s leases based on tenor. The Company has lease agreements with (i) right-of-use asset payments and (ii) non-lease components (i.e., payments related to maintenance fees, utilities, etc.) which have been combined and accounted for as a single lease component. The Company's leases have remaining terms of less than 1 year to 15 years, some of which include options to extend the leases for up to 15 years. The Company's lease terms may include renewal options that are reasonably certain to be exercised and termination options that are reasonably certain not to be exercised. Certain leases also include options to purchase the leased property. Certain of the Company's lease agreements include rental payments adjusted periodically for inflation or a market rate which are included in the lease liabilities. The Company's assets and liabilities for its lease agreements as of December 31, 2021 and 2020 were as follows: Leases Balance Sheet Classification 2021 2020 Assets Operating Operating lease right-of-use assets $ 597 $ 604 Finance Property, plant and equipment, net (a) 29 22 Total lease assets $ 626 $ 626 Liabilities Current: Operating Current portion of long-term operating lease liabilities $ 151 $ 141 Finance Current portion of long-term debt 2 2 Non-current: Operating Long-term operating lease liabilities 494 499 Finance Long-term debt 32 25 Total lease liabilities $ 679 $ 667 (a) Finance lease assets as of December 31, 2021 and 2020 were recorded net of accumulated amortization of $8 million and $14 million, respectively. Components of lease cost for the years ended December 31, 2021, 2020 and 2019 were as follows: Lease cost 2021 2020 2019 Operating lease cost (a) $ 321 $ 300 $ 294 Finance lease cost: Amortization of leased assets 2 6 7 Interest on lease liabilities 2 3 3 Net lease cost $ 325 $ 309 $ 304 (a) Includes short-term leases and variable lease costs (primarily usage-based maintenance fees and utilities related to real estate leases and certain equipment-related and vehicle-related costs) of $140 million, $120 million and $120 million for the years ended December 31, 2021, 2020 and 2019, respectively. The maturity of the Company's lease liabilities as of December 31, 2021 is as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 $ 169 $ 4 $ 173 2023 153 4 157 2024 116 5 121 2025 83 5 88 2026 54 5 59 Thereafter 139 27 166 Total lease payments 714 50 764 Less: Interest 69 16 85 Present value of lease liabilities $ 645 $ 34 $ 679 Lease term and discount rate as of December 31, 2021 and 2020 were as follows: Lease term and discount rate 2021 2020 Weighted-average remaining lease term (years): Operating leases 6 6 Finance leases 11 13 Weighted-average discount rate: Operating leases 3.0 % 3.2 % Finance leases 6.9 % 8.1 % The Company's discount rates for its operating leases were primarily determined using the Company's incremental borrowing rate. The Company's weighted-average discount rate for its finance leases principally reflects the implicit interest rate on a lease obligation assumed in a business combination. See Note 9 for cash flow information on cash paid for amounts included in the measurement of lease liabilities, leased assets obtained in exchange for new operating lease liabilities, and leased assets obtained in exchange for new finance lease liabilities for the years ended December 31, 2021, 2020 and 2019. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Interest Rate Derivatives – Cash Flow Hedges From time to time, the Company has entered into various interest rate lock agreements and forward-starting interest rate swap agreements to hedge part of the Company's interest rate exposure associated with the variability in future cash flows attributable to changes in interest rates. Interest Rate Derivatives – Fair Value Hedges Historically, the Company has entered into various fixed-to-variable interest rate swap agreements in order to convert a portion of the Company's long-term debt into variable interest rate debt. All such fixed-to-variable interest rate swap agreements have been terminated and proceeds from the terminations have been reflected as basis adjustments to the hedged debt instruments and are being amortized as a reduction of interest expense, net over the remaining terms of such debt instruments. As of December 31, 2021 and 2020, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt: Carrying Amount of Hedged Long-Term Debt Hedge Accounting Basis Adjustment (a) Carrying Amount of Hedged Long-Term Debt Hedge Accounting Basis Adjustment (a) Balance Sheet Classification December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020 Long-term debt $ — $ 38 $ — $ 51 (a) As of both December 31, 2021 and 2020, the entire balance is associated with remaining unamortized hedging adjustments on discounted relationships. The following table presents the effect of fair value hedge accounting on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively: 2021 2020 2019 Other income, net Other income, net Other income, net Total for line item in which the effects of fair value hedges are recorded $ 369 $ 76 $ 20 Gain (loss) on fair value hedging relationships: Hedged items (Long-term debt) $ — $ (68) $ (65) Derivatives designated as hedging instruments $ — $ 68 $ 65 |
STOCKHOLDERS_ EQUITY AND REDEEM
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST | STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST Stockholders' Equity Series Preferred Stock Quest Diagnostics is authorized to issue up to 10 million shares of Series Preferred Stock, par value $1.00 per share. The Company's Board of Directors has the authority to issue such shares without stockholder approval and to determine the designations, preferences, rights and restrictions of such shares. No shares are currently outstanding. Common Stock Under the Company's Restated Certificate of Incorporation the number of authorized shares of common stock, par value $0.01 per share, is 600 million shares. Changes in Accumulated Other Comprehensive Loss by Component Comprehensive income (loss) includes: • Foreign currency translation adjustments; • Net deferred gains (losses) on cash flow hedges, which represent deferred gains (losses), net of tax, on interest rate-related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Note 15); and • Net changes in available-for-sale debt securities, which represent unrealized holding gains (losses), net of tax, on available-for-sale debt securities. For the years ended December 31, 2021, 2020, and 2019, the tax effects related to the deferred gains (losses) on cash flow hedges and net changes in available-for-sale debt securities were not material. Foreign currency translation adjustments related to indefinite investments in non-U.S. subsidiaries are not adjusted for income taxes. The changes in accumulated other comprehensive loss by component for 2021, 2020 and 2019 were as follows: Foreign Net Changes in Available-for-Sale Debt Securities Net Deferred Losses on Cash Flow Hedges, net of tax Other Accumulated Other Comprehensive Loss Balance, December 31, 2018 $ (49) $ — $ (9) $ (1) $ (59) Other comprehensive income before reclassifications 7 8 3 — 18 Amounts reclassified from accumulated other comprehensive loss — — 2 — 2 Net current period other comprehensive income 7 8 5 — 20 Balance, December 31, 2019 (42) 8 (4) (1) (39) Other comprehensive income before reclassifications 12 — 1 — 13 Amounts reclassified from accumulated other comprehensive loss 3 — 2 — 5 Net current period other comprehensive income 15 — 3 — 18 Balance, December 31, 2020 (27) 8 (1) (1) (21) Other comprehensive loss before reclassifications (7) (7) — — (14) Amounts reclassified from accumulated other comprehensive loss 20 — 1 — 21 Net current period other comprehensive income (loss) 13 (7) 1 — 7 Balance, December 31, 2021 $ (14) $ 1 $ — $ (1) $ (14) On April 1, 2021, the Company sold its 40% ownership interest in Q 2 Solutions, its clinical trials central laboratory services joint venture, to IQVIA, its joint venture partner. As a result of the transaction, during the year ended December 31, 2021, $20 million of cumulative translation losses were reclassified from accumulated other comprehensive loss to other income, net. See Note 6 for further details. Additionally, for the year ended December 31, 2020, $3 million of cumulative translation losses were reclassified from accumulated other comprehensive loss to other operating (income) expense, net as a result of the sale of foreign subsidiaries. For the years ended December 31, 2021, 2020 and 2019, the gross deferred losses on cash flow hedges were reclassified from accumulated other comprehensive loss to interest expense, net. Dividend Program During each of the four quarters of 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.62 per common share. During each of the four quarters of 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.56 per common share. During each of the four quarters of 2019, the Company's Board of Directors declared a quarterly cash dividend of $0.53 per common share. On February 3, 2022, the Company announced that its Board of Directors authorized a 6.5% increase in its quarterly cash dividend from $0.62 to $0.66 per share, or $2.64 per share annually, commencing with the dividend payable in April 2022. Share Repurchase Program In each of February 2021 and March 2021, the Company's Board of Directors increased the size of its share repurchase program by $1 billion. As of December 31, 2021, $0.7 billion remained available under the Company’s share repurchase authorization. In February 2022, the Company's Board of Directors authorized the Company to repurchase an additional $1 billion of the Company's common stock. The share repurchase authorization has no set expiration or termination date. Share Repurchases For the year ended December 31, 2021, the Company repurchased 16.0 million shares of its common stock for $2.2 billion, including shares repurchased under ASRs. The repurchases during the year included an accrual of $23 million recorded in accounts payable and accrued expenses in the consolidated balance sheet for share repurchases not settled until after December 31, 2021. In April 2021, the Company entered into ASRs with several financial institutions to repurchase its common stock as part of a share repurchase program. Each of the ASRs was structured to permit the Company to purchase shares immediately with the final purchase price of those shares determined by the volume-weighted average price of the Company's common stock during the repurchase period, less a fixed discount, and was accounted for as two transactions: (1) a treasury stock repurchase and (2) a forward contract. During the year ended December 31, 2021, the Company paid $1.5 billion to the financial institutions and received 10.7 million shares of its common stock under the ASRs. For the year ended December 31, 2020, the Company repurchased 2.7 million shares of its common stock for $325 million. For the year ended December 31, 2019, the Company repurchased 3.5 million shares of its common stock for $350 million. Shares Reissued from Treasury Stock For the years ended December 31, 2021, 2020 and 2019, the Company reissued 2 million shares, 3 million shares and 2 million shares, respectively, from treasury stock for shares issued under the Employee Stock Purchase Plan ("ESPP") and stock-based compensation program. Treasury Stock Retirement During the year ended December 31, 2021, the Company retired 55 million shares of treasury stock. In accordance with the Company's policy, the amount paid to repurchase the shares in excess of par value was allocated between retained earnings and additional paid-in capital based on a pro-rata allocation of additional paid-in capital at the time of the share retirement. Redeemable Noncontrolling Interest |
STOCK OWNERSHIP AND COMPENSATIO
STOCK OWNERSHIP AND COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OWNERSHIP AND COMPENSATION PLANS | STOCK OWNERSHIP AND COMPENSATION PLANS Employee and Non-employee Directors Stock Ownership Programs The ELTIP provides for three types of awards: (a) stock options, (b) stock appreciation rights and (c) stock awards. The ELTIP provides for the grant to eligible employees of either non-qualified or incentive stock options, or both, to purchase shares of Company common stock at an exercise price no less than the fair market value of the Company's common stock on the date of grant. Grants of stock appreciation rights allow eligible employees to receive a payment based on the appreciation of Company common stock in cash, shares of Company common stock or a combination thereof. The stock appreciation rights are granted at an exercise price no less than the fair market value of the Company's common stock on the date of grant. Stock options and stock appreciation rights granted under the ELTIP expire on the date designated by the Board of Directors but in no event more than ten years from date of grant. No stock appreciation rights have been granted under the ELTIP. Under the ELTIP, awards are subject to forfeiture if employment terminates prior to the end of the vesting period prescribed by the Board of Directors. For all award types, the vesting period is generally over three years from the date of grant. For performance share units, the actual amount of shares earned is based on the achievement of the performance goals specified in the awards. The performance goals for awards granted for 2019 were based on the financial performance of the Company. The performance goals for awards granted in 2020 and 2021 were based on the financial performance of the Company, as well as relative TSR. The maximum number of shares of Company common stock in respect of which awards may be granted under the ELTIP is approximately 79 million shares. The DLTIP provides for the grant to non-employee directors of non-qualified stock options to purchase shares of Company common stock at an exercise price no less than the fair market value of the Company's common stock on the date of grant. The DLTIP also permits awards of restricted stock and restricted stock units to non-employee directors. Stock options granted under the DLTIP expire on the date designated by the Board of Directors but in no event more than ten years from date of grant. For all award types, the vesting period is generally over three years from the date of grant, regardless of whether the award recipient remains a director of the Company. The maximum number of shares that may be issued under the DLTIP is 2.4 million shares. For the years ended December 31, 2021, 2020 and 2019, grants under the DLTIP totaled 12 thousand shares, 14 thousand shares and 14 thousand shares, respectively. The Company's practice has been to issue shares related to its stock-based compensation program from shares of its common stock held in treasury or by issuing new shares of its common stock. In January 2021, the Company began to issue shares related to its ESPP and stock-based compensation program solely from common stock held in treasury. See Note 16 for further information regarding the Company's share repurchase program. The fair value of each stock option award granted was estimated on the date of grant using a Black-Scholes option-valuation model. The expected volatility under the Black-Scholes option-valuation model was based on historical volatilities of the Company's common stock. The dividend yield was based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the expected holding period of the related award. The expected holding period was estimated using the historical stock option exercise behavior of employees. The Black-Scholes option-valuation model also incorporates the average market price of the Company's common stock at the date of grant. The weighted average assumptions used in valuing stock options granted in the periods presented were: 2021 2020 2019 Fair value at grant date $21.82 $17.25 $14.30 Expected volatility 25.6% 20.3% 20.4% Dividend yield 2.0% 2.0% 2.4% Risk-free interest rate 0.6% 1.5% 2.5% Expected holding period, in years 4.8 5.0 5.2 The following summarizes the activity relative to stock option awards for 2021: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding, beginning of year 6.5 $ 90.32 Options granted 0.9 122.18 Options exercised (1.5) 84.09 Options forfeited and canceled (0.2) 107.50 Options outstanding, end of year 5.7 $ 96.44 6.5 $ 433 Exercisable, end of year 3.7 $ 89.17 5.5 $ 309 Vested and expected to vest, end of year 5.6 $ 96.22 6.4 $ 430 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company's closing common stock price on the last trading day of 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2021. This amount changes based on the fair market value of the Company's common stock. Total intrinsic value of options exercised in 2021, 2020 and 2019 was $83 million, $113 million and $62 million, respectively. As of December 31, 2021, there was $7 million of unrecognized stock-based compensation cost related to nonvested stock options which is expected to be recognized over a weighted average period of 1.6 years. The fair value of restricted stock awards and restricted stock units is the average market price of the Company's common stock at the date of grant. For performance share units with a goal based on the financial performance of the Company, the fair value is based on the average market price of the Company's common stock at the date of grant, adjusted for the present value of dividends expected to be paid on the Company's common stock during the vesting period. For performance share units with a market-based relative TSR goal, the fair value is estimated on the date of grant using a Monte Carlo valuation model. The expected volatility under the Monte Carlo valuation model is based on the historical volatility of the common stock of the Company and the common stock of the companies in the peer index. The dividend yield is based on the approved annual dividend rate in effect and current market price of the underlying common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the performance period of the related award. The weighted average assumptions used in valuing performance share units with a market-based relative TSR goal in the periods presented were: 2021 2020 Fair value at grant date $150.15 $144.03 Expected volatility 30.2% 20.1% Dividend yield 2.0% 2.0% Risk-free interest rate 0.2% 1.4% The following summarizes the activity relative to stock awards, including restricted stock units and performance share units, for 2021, 2020 and 2019: 2021 2020 2019 Shares Weighted Shares Weighted Shares Weighted Shares outstanding, beginning of year 1.0 $ 100.12 1.0 $ 93.30 1.1 $ 88.13 Shares granted 0.5 122.78 0.4 112.43 0.4 86.28 Shares vested (0.5) 103.41 (0.4) 96.36 (0.4) 75.58 Shares forfeited and canceled — — — — (0.1) 94.09 Shares outstanding, end of year 1.0 $ 107.46 1.0 $ 100.12 1.0 $ 93.30 As of December 31, 2021, there was $27 million of unrecognized stock-based compensation cost related to nonvested stock awards, which is expected to be recognized over a weighted average period of 1.5 years. Total fair value of shares vested was $59 million, $37 million and $40 million for the years ended December 31, 2021, 2020 and 2019, respectively. For performance share units with a goal based on financial performance of the Company, the amount of unrecognized stock-based compensation cost is subject to change based on changes, if any, to management's best estimates of the achievement of the performance goals specified in such awards and the resulting number of shares that will be earned at the end of the performance periods. For the years ended December 31, 2021, 2020 and 2019, stock-based compensation expense totaled $79 million, $97 million and $56 million, respectively. Income tax benefits recognized in the consolidated statements of operations related to stock-based compensation expense totaled $32 million, $39 million and $27 million for the years ended December 31, 2021, 2020 and 2019, respectively, which includes excess tax benefits associated with stock-based compensation arrangements of $19 million, $23 million and $13 million for the years ended December 31, 2021, 2020 and 2019, respectively. Employee Stock Purchase Plan Under the Company's ESPP, substantially all employees can elect to have up to 10% of their annual wages withheld to purchase Quest Diagnostics common stock. The purchase price of the stock is 95% of the market price of the Company's common stock on the last business day of each calendar month. Under the ESPP, the maximum number of shares of Quest Diagnostics common stock which may be purchased by eligible employees is 9 million. Approximately 200 thousand shares, 225 thousand shares and 269 thousand shares of common stock were purchased by eligible employees in 2021, 2020 and 2019, respectively. Defined Contribution Plans The Company maintains qualified defined contribution plans covering substantially all of its employees. The maximum Company matching contribution is 5% of eligible employee compensation. During 2020, the Company temporarily suspended matching contributions for certain qualified defined contribution plans; matching contributions were reinstated in the third quarter of 2020. The Company's expense for contributions to its defined contribution plans aggregated $93 million, $64 million and $84 million for 2021, 2020 and 2019, respectively. Supplemental Deferred Compensation Plans The Company has a supplemental deferred compensation plan that is an unfunded, non-qualified plan that provides for certain management and highly compensated employees to defer up to 50% of their salary in excess of their defined contribution plan limits and for certain eligible employees, up to 95% of their variable incentive compensation. The maximum Company matching contribution is 5% of eligible employee compensation. During 2020, the Company temporarily suspended matching contributions; matching contributions were reinstated in the third quarter of 2020. The compensation deferred under this plan, together with Company matching amounts, are credited with earnings or losses measured by the mirrored rate of return on investments elected by plan participants. Each plan participant is fully vested in all deferred compensation, Company match and earnings credited to their account. The amounts accrued under the Company's deferred compensation plans were $77 million and $67 million as of December 31, 2021 and 2020, respectively. Although the Company is currently contributing all participant deferrals and matching amounts to a trust, the funds in this trust, totaling $77 million and $67 million as of December 31, 2021 and 2020, respectively, are general assets of the Company and are subject to any claims of the Company's creditors. The Company also offers certain employees the opportunity to participate in a non-qualified deferred compensation program. The Company matches employee contributions equal to 25%, up to a maximum of $5 thousand per plan year. A participant's deferrals, together with Company matching credits, are “invested” at the direction of the employee in a hypothetical portfolio of investments which are tracked by an administrator. Each participant is fully vested in their deferred compensation and vests in Company matching contributions over a period of four years at 25% per year. This plan was amended effective January 1, 2018 so that future deferrals under the plan may only be made by participants who made deferrals under the plan in 2017. The amounts accrued under this plan were $66 million and $59 million as of December 31, 2021 and 2020, respectively. The Company purchases life insurance policies, with the Company named as beneficiary of the policies, for the purpose of funding the program's liability. The cash surrender value of such life insurance policies was $57 million and $50 million as of December 31, 2021 and 2020, respectively. For each of the years ended December 31, 2021, 2020 and 2019, the Company's expense for matching contributions to these plans was not material. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Letters of Credit and Contractual Obligations The Company can issue letters of credit under its Secured Receivables Credit Facility and Senior Unsecured Revolving Credit Facility (see Note 13). In support of its risk management program, to ensure the Company’s performance or payment to third parties, $70 million in letters of credit under the Secured Receivables Credit Facility were outstanding as of December 31, 2021. The letters of credit primarily represent collateral for current and future automobile liability and workers’ compensation loss payments. The Company has certain noncancelable commitments, primarily under take-or-pay arrangements, to purchase products or services from various suppliers, mainly for consulting and other service agreements, and standing orders to purchase reagents and other laboratory supplies. As of December 31, 2021, the approximate total future purchase commitments are $252 million, of which $53 million are expected to be incurred in 2022, $87 million are expected to be incurred in 2023 through 2024 and the balance thereafter. Billing and Collection Agreement In September 2016, the Company entered into a ten Contingent Lease Obligations The Company remains subject to contingent obligations under certain real estate leases, including real estate leases that were entered into by certain predecessor companies of a subsidiary prior to the Company's acquisition of the subsidiary. While over the course of many years, the title to certain properties and interest in the subject leases have been transferred to third parties and the subject leases have been amended several times by such third parties, the lessors have not formally released the subsidiary predecessor companies from their original obligations under the leases and therefore remain contingently liable in the event of default. The remaining terms of the lease obligations and the Company's corresponding indemnifications range up to 26 years. The lease payments under certain leases are subject to market value adjustments and contingent rental payments and therefore, the total contingent obligations under the leases cannot be precisely determined but are likely to total several hundred million dollars. A claim against the Company would be made only upon the current lessee's default and, in certain cases, after a series of claims and corresponding defaults by third parties that precede the Company in the order of liability. The Company also has certain indemnification rights from other parties to recover losses in the event of default on the lease obligations. The Company believes that the likelihood of its performance under these contingent obligations is remote and no liability has been recorded for any potential payments under the contingent lease obligations. Certain Legal Matters The Company may incur losses associated with these proceedings and investigations, but it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, fines, penalties, or other resolution of these proceedings and investigations based on the stage of these proceedings and investigations, the absence of specific allegations as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and/or the lack of resolution of significant factual and legal issues. The Company has insurance coverage rights in place (limited in amount; subject to deductible) for certain potential costs and liabilities related to these proceedings and investigations. 401(k) Plan Lawsuit In 2020, two putative class action lawsuits were filed in the U.S. District Court for New Jersey against the Company and other defendants with respect to the Company’s 401(k) plan. The complaint alleges, among other things, that the fiduciaries of the 401(k) plan breached their duties by failing to disclose the expenses and risks of plan investment options, allowing unreasonable administration expenses to be charged to plan participants, and selecting and retaining high cost and poor performing investments. In October 2020, the court consolidated the two lawsuits under the caption In re: Quest Diagnostics ERISA Litigation and plaintiffs filed a consolidated amended complaint. In May 2021, the court denied the Company's motion to dismiss the complaint. AMCA Data Security Incident On June 3, 2019, the Company reported that Retrieval-Masters Creditors Bureau, Inc./American Medical Collection Agency (“AMCA”) had informed the Company and Optum360 LLC that an unauthorized user had access to AMCA’s system between August 1, 2018 and March 30, 2019 (the “AMCA Data Security Incident”). Optum360 provides revenue management services to the Company, and AMCA provided debt collection services to Optum360. AMCA first informed the Company of the AMCA Data Security Incident on May 14, 2019. AMCA’s affected system included financial information (e.g., credit card numbers and bank account information), medical information and other personal information (e.g., social security numbers). Test results were not included. Neither Optum360’s nor the Company’s systems or databases were involved in the incident. AMCA also informed the Company that information pertaining to other laboratories’ customers was also affected. Following announcement of the AMCA Data Security Incident, AMCA sought protection under the U.S. bankruptcy laws. The bankruptcy proceeding has been dismissed. Numerous putative class action lawsuits were filed against the Company related to the AMCA Data Security Incident. The U.S. Judicial Panel on Multidistrict Litigation transferred the cases still pending to, and consolidated them for pre-trial proceedings in, the U.S. District Court for New Jersey. In November 2019, the plaintiffs in the multidistrict proceeding filed a consolidated putative class action complaint against the Company and Optum360 that named additional individuals as plaintiffs and that asserted a variety of common law and statutory claims in connection with the AMCA Data Security Incident. In January 2020, the Company moved to dismiss the consolidated complaint; the motion to dismiss is pending. In addition, certain federal and state governmental authorities are investigating, or otherwise seeking information and/or documents from the Company related to the AMCA Data Security Incident and related matters, including the Office for Civil Rights of the U.S. Department of Health and Human Services, Attorneys General offices from numerous states and the District of Columbia, and certain U.S. senators. Other Legal Matters In the normal course of business, the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions and other litigation, arising in connection with the Company's activities as a provider of diagnostic testing, information and services. These actions could involve claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages, and could have an adverse impact on the Company's client base and reputation. The Company is also involved, from time to time, in other reviews, investigations and proceedings by governmental agencies regarding the Company's business which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In addition, certain federal and state statutes, including the qui tam provisions of the federal False Claims Act, allow private individuals to bring lawsuits against healthcare companies on behalf of the government or private payers. The Company is aware of lawsuits, and from time to time has received subpoenas, related to billing or other practices based on the False Claims Act or other federal and state statutes, regulations or other laws. The Company understands that there may be other pending qui tam claims brought by former employees or other "whistle blowers" as to which the Company cannot determine the extent of any potential liability. Management cannot predict the outcome of such matters. Although management does not anticipate that the ultimate outcome of such matters will have a material adverse effect on the Company's financial condition, given the high degree of judgment involved in establishing loss estimates related to these types of matters, the outcome of such matters may be material to the Company's consolidated results of operations or cash flows in the period in which the impact of such matters is determined or paid. These matters are in different stages. Some of these matters are in their early stages. Matters may involve responding to and cooperating with various government investigations and related subpoenas. As of December 31, 2021, the Company does not believe that material losses related to legal matters are probable. Reserves for legal matters totaled $4 million and $1 million as of December 31, 2021 and December 31, 2020, respectively. Reserves for General and Professional Liability Claims |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | BUSINESS SEGMENT INFORMATION The Company's DIS business is the only reportable segment based on the manner in which the Chief Executive Officer, who is the Company's chief operating decision maker ("CODM"), assesses performance and allocates resources across the organization. The DIS business provides diagnostic information services to a broad range of customers, including patients, clinicians, hospitals, IDNs, health plans, employers, ACOs, and DCEs. The Company is the world's leading provider of diagnostic information services, which includes providing information and insights based on the industry-leading menu of routine, non-routine and advanced clinical testing and anatomic pathology testing, and other diagnostic information services. The DIS business accounted for greater than 95% of net revenues in 2021, 2020 and 2019. All other operating segments include the Company's DS businesses, which consist of its risk assessment services and healthcare information technology businesses. The Company's DS businesses are the leading provider of risk assessment services for the life insurance industry and offer healthcare organizations and clinicians robust information technology solutions. As of December 31, 2021, substantially all of the Company’s services were provided within the United States, and substantially all of the Company’s assets were located within the United States. The following table is a summary of segment information for the years ended December 31, 2021, 2020 and 2019. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangibles assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2. 2021 2020 2019 Net revenues: DIS business $ 10,494 $ 9,139 $ 7,405 All other operating segments 294 298 321 Total net revenues $ 10,788 $ 9,437 $ 7,726 Operating earnings (loss): DIS business $ 2,646 $ 2,201 $ 1,298 All other operating segments 29 39 42 General corporate activities (294) (269) (109) Total operating income 2,381 1,971 1,231 Non-operating income (expense), net 218 (87) (155) Income from continuing operations before income taxes and equity in earnings of equity method investees 2,599 1,884 1,076 Income tax expense (597) (460) (247) Equity in earnings of equity method investees, net of taxes 78 75 57 Income from continuing operations 2,080 1,499 886 Income from discontinued operations, net of taxes — — 20 Net income 2,080 1,499 906 Less: Net income attributable to noncontrolling interests 85 68 48 Net income attributable to Quest Diagnostics $ 1,995 $ 1,431 $ 858 Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 DIS business $ 294 $ 249 $ 226 All other operating segments 10 8 6 General corporate 104 104 97 Total depreciation and amortization $ 408 $ 361 $ 329 Capital expenditures for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 DIS business $ 379 $ 394 $ 373 All other operating segments 14 15 20 General corporate 10 9 7 Total capital expenditures $ 403 $ 418 $ 400 Net revenues by major service for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Routine clinical testing and other services $ 4,293 $ 3,836 $ 4,206 COVID-19 testing services 2,770 2,723 — Gene-based and esoteric (including advanced diagnostics) testing services 2,878 2,098 2,620 Anatomic pathology testing services 553 482 579 All other 294 298 321 Total net revenues $ 10,788 $ 9,437 $ 7,726 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISPOSITION On April 1, 2021, the Company sold its 40% ownership interest in Q2 Solutions® ("Q2 Solutions"), its clinical trials central laboratory services joint venture, to IQVIA Holdings, Inc. ("IQVIA"), its joint venture partner, for $760 million in an all-cash transaction. The sales price is subject to customary post-closing adjustments. Prior to the transaction, the Company accounted for its minority interest as an equity method investment. As a result of the transaction, during the year ended December 31, 2021, the Company recorded a $314 million pre-tax gain in other income, net in the consolidated statement of operations based on the difference between the net sales proceeds and the carrying value of the investment, including $20 million of cumulative translation losses which were previously recorded in accumulated other comprehensive loss. During the year ended December 31, 2021, the Company also recorded $55 million of income tax expense related to the gain, consisting of $127 million of current income tax expense, partially offset by $72 million of deferred income tax benefit. Under a multi-year agreement, the Company will remain the strategic preferred laboratory provider for Q 2 Solutions' clients, providing a range of lab testing capabilities to augment Q 2 Solutions' core offerings and extend its industry leading suite of services. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition of Pack Health, LLC On February 1, 2022, the Company acquired Pack Health, LLC ("Pack Health"), a patient engagement company that helps individuals adopt healthier behaviors to improve outcomes, in an all cash transaction for $105 million with up to $20 million of contingent consideration if certain revenue benchmarks are achieved. The preliminary purchase price allocation for the acquisition, which will be accounted for as a business combination, is not provided as the appraisal necessary to assess the fair values of assets acquired and liabilities assumed is not yet complete, but a significant portion of the purchase price is expected to be allocated to intangible assets and goodwill. |
Schedule II - Valuation Account
Schedule II - Valuation Accounts and Reserves | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION ACCOUNTS AND RESERVES | QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES SCHEDULE II - VALUATION ACCOUNTS AND RESERVES (in millions) Balance at Provision for Credit Losses Net Deductions Balance at 2021 Allowance for credit losses $ 28 $ 4 $ 1 (a) $ 31 2020 Allowance for credit losses $ 15 $ 19 $ 6 (a) $ 28 2019 Doubtful accounts and allowances $ 15 $ 11 $ 11 (a) $ 15 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | The consolidated financial statements include the accounts of all entities controlled by the Company through its direct or indirect ownership of a majority voting interest. Additionally, the consolidated financial statements include the accounts of variable interest entities (“VIEs”) in which the Company has a variable interest and for which the Company is the “primary beneficiary” as it has both: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE. All significant intercompany accounts and transactions are eliminated in consolidation. Income attributable to the minority interest in the Company's majority owned and controlled consolidated subsidiaries is recorded as net income attributable to noncontrolling interests in the consolidated statements of operations and the noncontrolling interest is reflected as a separate component of consolidated stockholders' equity in the consolidated balance sheet. |
Basis of Presentation | During the third quarter of 2006, the Company completed the wind down of Nichols Institute Diagnostics ("NID"), a test kit manufacturing subsidiary. The accompanying consolidated statements of operations and related disclosures report the results of NID as discontinued operations through 2019, at which point certain income tax contingencies related to NID were resolved. See Note 20 for a further discussion of discontinued operations. |
Equity Method Investments | Investments in entities which the Company does not control, but in which it has a substantial ownership interest (generally between 20% and 49%) and can exercise significant influence, are accounted for using the equity method of accounting. These investments are classified as investments in equity method investees in the consolidated balance sheet. The Company records its pro rata share of the earnings, adjusted for accretion of basis difference, of these investments in equity in earnings of equity method investees, net of taxes in the consolidated statements of operations. The Company reviews its investments in equity method investees for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | The Company recognizes as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the testing process (when results are reported) or when services have been rendered (see Note 3). Net revenues from Medicare and Medicaid programs were approximately 10%, 11% and 15% of the Company's consolidated net revenues for the years ended December 31, 2021, 2020 and 2019, respectively. |
Taxes on Income | The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Current and deferred income taxes are measured based on the tax laws that are enacted as of the balance sheet date of the relevant reporting period. Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Tax benefits from uncertain tax positions are recognized only if the tax position is more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. |
Earnings Per Share | The Company's unvested restricted stock units that contain non-forfeitable rights to dividends are participating securities and, therefore, are included in the earnings allocation in computing earnings per share using the two-class method. Basic earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding. Diluted earnings per common share is calculated by dividing net income attributable to Quest Diagnostics, adjusted for earnings allocated to participating securities, by the weighted average number of common shares outstanding after giving effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the dilutive effect of outstanding stock options and performance share units granted under the Company's Amended and Restated Employee Long-Term Incentive Plan (“ELTIP”) and its Amended and Restated Non-Employee Director Long-Term Incentive Plan (“DLTIP”), as well as the dilutive effect of accelerated share repurchase agreements ("ASRs"), if applicable. Earnings allocable to participating securities include the portion of dividends declared as well as the portion of undistributed earnings during the period allocable to participating securities. |
Stock-Based Compensation | The Company measures stock-based compensation for equity awards at fair value on the date of grant and records stock-based compensation as a charge to earnings net of the estimated impact of forfeited awards. As such, the Company recognizes stock-based compensation cost only for those stock-based awards that are estimated to ultimately vest over their requisite service period, based on the vesting provisions of the individual grants. The cumulative effect on current and prior periods of a change in the estimated forfeiture rate is recognized as compensation cost in earnings in the period of the change. The terms of the Company's performance share units allow the recipients of such awards to earn a variable number of shares based on the achievement of the performance goals, which are based on the financial performance of the Company and the total shareholder return of the Company relative to an index of peer companies ("relative TSR"), specified in the awards. For performance share units with a goal based on the financial performance of the Company, stock-based compensation expense is recognized based on management's best estimates of the achievement of the performance goals specified in such awards and the resulting number of shares that will be earned. The cumulative effect on current and prior periods of a change in the estimated number of performance share units expected to be earned for these awards is recognized as compensation cost in earnings in the period of the change. For performance share units with a market-based relative TSR goal, stock-based compensation expense is recognized based on the estimated fair value of the award regardless of the actual number of shares earned. For further details regarding stock-based compensation, see Note 17. |
Fair Value Measurements | The Company determines fair value measurements used in its consolidated financial statements 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 exclusive of any transaction costs, as 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. 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. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: 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. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable. |
Foreign Currency | The Company predominately uses the U.S. dollar as its functional currency. The functional currency of the Company's foreign operating subsidiaries generally is the applicable local currency. Assets and liabilities denominated in non-U.S. dollars are translated into U.S. dollars at exchange rates as of the end of the reporting period. Income and expense items are translated at the average monthly exchange rates during the year. Resulting translation adjustments are recorded as a component of accumulated other comprehensive loss within stockholders' equity. Gains and losses from foreign currency transactions, which are denominated in a currency other than the functional currency, are included within other operating (income) expense, net in the consolidated statements of operations. Foreign currency transaction gains and losses have historically not been material. The Company may be exposed to market risk for changes in foreign exchange rates primarily under certain intercompany receivables and payables. From time to time, the Company uses foreign exchange forward contracts to mitigate the exposure of the eventual net cash inflows or outflows resulting from these intercompany transactions. The Company's foreign exchange exposure is not material to the Company's consolidated financial condition. The Company does not hedge its net investment in non-U.S. subsidiaries because it views those investments as long-term in nature. |
Cash and Cash Equivalents | Cash and cash equivalents include all highly-liquid investments with original maturities, at the time acquired by the Company, of three months or less. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash, cash equivalents, short-term investments, accounts receivable and derivative financial instruments. The Company's policy is to place its cash, cash equivalents and short-term investments in highly-rated financial instruments and institutions. Concentration of credit risk with respect to accounts receivable is mitigated by the diversity of the Company's payers and their dispersion across many different geographic regions, and credit risk is concentrated among certain payers who are large buyers of the Company's services. To reduce risk, the Company routinely assesses the financial strength of these payers and, consequently, believes that its accounts receivable credit risk exposure, with respect to these payers, is limited. While the Company has receivables due from federal and state governmental agencies, the Company does not believe that such receivables represent a credit risk since the related healthcare programs are funded by federal and state governments, and payment is primarily dependent on submitting appropriate documentation timely. As of both December 31, 2021 and 2020, receivables due from government payers under the Medicare and Medicaid programs represented approximately 6% of the Company's consolidated net accounts receivable. The portion of the Company's accounts receivable due from patients comprises the largest portion of credit risk. As of December 31, 2021 and 2020, receivables due from patients represented approximately 21% and 11%, respectively, of the Company's consolidated net accounts receivable. The Company applies assumptions and judgments including historical collection experience (including the period of time that the receivables have been outstanding) for assessing collectability and determining net revenues and accounts receivable from patients. |
Accounts Receivable and Allowance for Credit Losses | Accounts receivable are reported net of allowances for credit losses. When estimating its allowance for credit losses, the Company pools its trade receivables based on the following customer types: healthcare insurers, government payers, client payers and patients, which are described in Note 3. The Company principally estimates the allowance for credit losses by pool based on historical collection experience, the current credit worthiness of the customers, current economic conditions, expectations of future economic conditions and the period of time that the receivables have been outstanding. To the extent that any individual payers are identified that have deteriorated in credit quality, the Company removes the customers from their respective pools and establishes allowances based on the individual risk characteristics of such customers. |
Inventories | Inventories, which consist principally of finished goods testing supplies and reagents, are valued at the lower of cost (first in, first out method) or net realizable value. |
Property, Plant and Equipment | Property, plant and equipment is recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and expensed as incurred for preliminary project activities and post-implementation activities. Capitalized costs include external direct costs of materials and services consumed in developing or obtaining internal-use software, payroll and payroll-related costs for employees who are directly associated with the internal-use software project, and interest costs incurred, when material, while developing internal-use software. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs for maintenance and training are expensed as incurred. The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the expected useful lives of the assets. Depreciation and amortization are provided on the straight-line method over expected useful asset lives as of December 31, 2021 as follows: • buildings and improvements, ranging up to thirty-one and a half years; • laboratory equipment and furniture and fixtures, ranging from five • leasehold improvements, the lesser of the useful life of the improvement or the remaining life of the building or lease, as applicable; and • computer software developed or obtained for internal use, five |
Goodwill | Goodwill represents the excess of the fair value of the acquiree (including the fair value of non-controlling interests) over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The annual impairment test includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value; the qualitative test may be performed prior to, or as an alternative to, performing a quantitative goodwill impairment test. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company is required to perform the quantitative goodwill impairment test. Otherwise, no further analysis is required. Additionally, the Company's policy is to update the fair value calculation of its reporting units and perform the quantitative goodwill impairment test on a periodic basis. The quantitative impairment test involves the comparison of the fair value of the reporting unit to its carrying value. The Company calculates the fair value of each reporting unit using either (i) a discounted cash flows analysis that converts future cash flow amounts into a single discounted present value amount or (ii) a market approach. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time that the valuation is performed. The Company compares the estimate of fair value for the reporting unit to the carrying value of the reporting unit. If the carrying value is greater than the estimate of fair value, an impairment loss will be recognized in the amount of the excess. The Company performs its annual impairment test during the fourth quarter of the fiscal year. For the year ended December 31, 2021, the Company performed a qualitative impairment test and, based on the totality of information available for the reporting units, the Company concluded that it was more-likely-than-not that the estimated fair values of the reporting units were greater than the carrying values of the reporting units and, as such, no further analysis was required. For the year ended December 31, 2020, in accordance with its policy to perform the quantitative test on a periodic basis, the Company updated the fair value calculation of its reporting units, performed the quantitative impairment test and concluded that goodwill was not impaired. |
Intangible Assets | Intangible assets are recognized at fair value, as an asset apart from goodwill if the asset (i) arises from contractual or other legal rights, or (ii) is separable. Intangible assets, principally representing the cost of customer-related intangibles, non-competition agreements and technology acquired, are capitalized and amortized on the straight-line method over their expected useful lives, which generally range from five The Company reviews indefinite-lived intangible assets periodically for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of an indefinite-lived intangible asset is more than its estimated fair value. The indefinite-lived intangible asset impairment test is performed at least annually, or more frequently in the case of other events that indicate a potential impairment. Based upon the Company’s most recent annual impairment tests completed during the fourth quarters of the years ended December 31, 2021 and 2020, the Company concluded that indefinite-lived intangible assets were not impaired. |
Investments | The Company's investments (except for those accounted for under the equity method of accounting) include: • Equity investments with readily determinable fair values, including investments comprised mostly of strategic holdings in companies concentrated in the life sciences and healthcare industries (such investments, which previously did not have readily determinable fair values, became publicly-traded during the year ended December 31, 2021); as well as participant-directed investments of deferred employee compensation and related Company matching contributions held in trusts pursuant to the Company's supplemental deferred compensation plans (see Note 17). These investments are measured at fair value with both realized and unrealized gains and losses recorded in current earnings within other income, net in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, gains from all equity investments with readily determinable fair values totaled $56 million, $8 million, and $10 million, respectively. The carrying values of these investments was $121 million at December 31, 2021, of which $44 million was included in prepaid expenses and other current assets and $77 million was included in other assets in the consolidated balance sheet. The carrying values of these investments was $67 million at December 31, 2020, which was included in other assets in the consolidated balance sheet. • Equity investments that do not have readily determinable fair values, which consist of investments in preferred and common shares of privately held companies. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company regularly evaluates these equity investments to determine if there are any indicators that the investment is impaired; no impairment charges were recognized related to these investments for the years ended December 31, 2021, 2020 and 2019. The carrying value of these investments was $4 million and $25 million at December 31, 2021 and 2020, respectively. Such amounts were included in other assets in the consolidated balance sheet. • Available-for-sale debt securities of privately-held companies. These investments are measured at fair value with unrealized gains and losses presented in other comprehensive income (loss). The carrying amount of these investments was $1 million and $12 million at December 31, 2021 and 2020, respectively. Such amounts were included in other assets in the consolidated balance sheet. |
Derivative Financial Instruments | The Company uses derivative financial instruments, from time to time, to manage its exposure to market risks for changes in interest rates and foreign currencies. This strategy includes the use of interest rate swap agreements, forward-starting interest rate swap agreements, interest rate lock agreements and foreign currency forward contracts to manage its exposure to movements in interest and currency rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. These policies prohibit holding or issuing derivative financial instruments for speculative purposes. The Company does not enter into derivative financial instruments that contain credit risk-related contingent features or requirements to post collateral. Interest Rate Risk The Company is exposed to interest rate risk on its cash and cash equivalents and its debt obligations. Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows and the impact of interest rate risk is not material. The Company's debt obligations consist of fixed-rate debt instruments and, from time to time, variable-rate debt instruments. The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range. In order to achieve this objective, the Company has historically entered into interest rate swap agreements. Interest rate swap agreements involve the periodic exchange of payments without the exchange of underlying principal or notional amounts. Net settlements between the counterparties are recognized as an adjustment to interest expense, net. |
Comprehensive Income (Loss) | Comprehensive income (loss) encompasses all changes in stockholders' equity (except those arising from transactions with stockholders) and includes: • Foreign currency translation adjustments; • Net deferred gains (losses) on cash flow hedges, which represent deferred gains (losses), net of tax, on interest rate-related derivative financial instruments designated as cash flow hedges, net of amounts reclassified to interest expense (see Notes 15 and 16); and • Net changes in available-for-sale debt securities, which represent unrealized holding gains (losses), net of tax, on available-for-sale debt securities. |
Advertising Costs | Advertising costs are expensed as incurred. For the years ended December 31, 2021, 2020 and 2019, advertising costs were $78 million, $38 million and $18 million, respectively. |
New Accounting Standards | New Accounting Standards To Be Adopted In March 2020, the Financial Accounting Standards Board issued a new accounting standard which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform due to the risk of cessation of |
Leases | The Company determines if an arrangement is or contains a lease at contract inception. The Company leases office space, patient service centers, clinical laboratories, warehouses, logistic hubs and equipment primarily through operating leases, with a limited number of finance leases. A right-of-use asset liability liability |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The approximate percentage of net revenue by type of customer was as follows: Year Ended December 31, 2021 2020 2019 Healthcare insurers: Fee-for-service 39 % 34 % 33 % Capitated 3 3 3 Total healthcare insurers 42 37 36 Government payers 10 11 15 Client payers 33 38 32 Patients 12 11 13 Total DIS 97 97 96 DS 3 3 4 Net revenues 100 % 100 % 100 % |
Accounts Receivable Disaggregation | The approximate percentage of net accounts receivable by type of customer as of December 31, 2021 and 2020 was as follows: 2021 2020 Healthcare insurers 32% 34% Government payers 6 6 Client payers 38 46 Patients (including coinsurance and deductible responsibilities) 21 11 Total DIS 97 97 DS 3 3 Net accounts receivable 100% 100% |
Accounts Receivable, Allowance for Credit Loss | The following table summarizes the activity for the Company's allowance for credit losses during the years ended December 31, 2021 and 2020, which principally relates to client payers: Allowance for Credit Losses Balance, January 1, 2020 $ 15 Provision for credit losses 19 Write-offs of accounts receivable, net of recoveries (6) Balance, December 31, 2020 28 Provision for credit losses 4 Write-offs of accounts receivable, net of recoveries (1) Balance, December 31, 2021 $ 31 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted earnings per common share is as follows (in millions, except per share data): 2021 2020 2019 Amounts attributable to Quest Diagnostics’ common stockholders: Income from continuing operations $ 1,995 $ 1,431 $ 838 Income from discontinued operations, net of taxes — — 20 Net income attributable to Quest Diagnostics' common stockholders $ 1,995 $ 1,431 $ 858 Income from continuing operations $ 1,995 $ 1,431 $ 838 Less: Earnings allocated to participating securities 7 6 3 Earnings available to Quest Diagnostics’ common stockholders – basic and diluted $ 1,988 $ 1,425 $ 835 Weighted average common shares outstanding – basic 125 134 134 Effect of dilutive securities: Stock options and performance share units 3 2 2 Weighted average common shares outstanding – diluted 128 136 136 Earnings per share attributable to Quest Diagnostics’ common stockholders - basic: Income from continuing operations $ 15.85 $ 10.62 $ 6.21 Income from discontinued operations — — 0.15 Net income $ 15.85 $ 10.62 $ 6.36 Earnings per share attributable to Quest Diagnostics’ common stockholders - diluted: Income from continuing operations $ 15.55 $ 10.47 $ 6.13 Income from discontinued operations — — 0.15 Net income $ 15.55 $ 10.47 $ 6.28 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the calculation of diluted earnings per share due to their antidilutive effect: 2021 2020 2019 Stock options and performance share units — 1 3 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis: Basis of Fair Value Measurements Total Level 1 Level 2 Level 3 December 31, 2021 Assets: Deferred compensation trading securities $ 77 $ 77 $ — $ — Cash surrender value of life insurance policies 57 — 57 — Equity investments 44 44 — — Available-for-sale debt securities 1 — — 1 Total $ 179 $ 121 $ 57 $ 1 Liabilities: Deferred compensation liabilities $ 143 $ — $ 143 $ — Contingent consideration 5 — — 5 Total $ 148 $ — $ 143 $ 5 Redeemable noncontrolling interest $ 79 $ — $ — $ 79 December 31, 2020 Assets: Deferred compensation trading securities $ 67 $ 67 $ — $ — Cash surrender value of life insurance policies 50 — 50 — Available-for-sale debt securities 12 — — 12 Total $ 129 $ 67 $ 50 $ 12 Liabilities: Deferred compensation liabilities $ 126 $ — $ 126 $ — Redeemable noncontrolling interest $ 82 $ — $ — $ 82 |
Reconciliation of Beginning and Ending Liability Balances Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances of liabilities using significant unobservable inputs (Level 3): Contingent Consideration Balance, December 31, 2019 $ 7 Settlements (6) Total fair value adjustments included in earnings - realized/unrealized (1) Balance, December 31, 2020 — Purchases, additions and issuances 5 Balance, December 31, 2021 $ 5 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | The components of income tax expense (benefit) for 2021, 2020 and 2019 were as follows: 2021 2020 2019 Current: Federal $ 528 $ 300 $ 176 State and local 123 74 53 Foreign 3 1 3 Deferred: Federal (61) 55 21 State and local 5 29 (4) Foreign (1) 1 (2) Total $ 597 $ 460 $ 247 |
Reconciliation of the Federal Statutory Rate | A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate for 2021, 2020 and 2019 was as follows: 2021 2020 2019 Tax provision at statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefit 4.1 4.5 4.6 Impact of noncontrolling interests (0.8) (0.9) (1.1) Excess tax benefits on stock-based compensation arrangements (0.7) (1.2) (1.2) Return to provision true-ups (0.8) (0.7) (1.4) Impact of equity earnings 0.6 0.8 1.1 Changes in reserves for uncertain tax positions 0.4 0.9 1.7 Change in valuation allowances associated with certain net operating losses — 0.2 (1.1) Other, net (0.8) (0.1) (0.6) Effective tax rate 23.0 % 24.5 % 23.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) as of December 31, 2021 and 2020 were as follows: 2021 2020 Non-current deferred tax assets (liabilities): Accounts receivable reserves $ 89 $ 71 Liabilities not currently deductible 180 146 Stock-based compensation 32 47 Basis differences in investments, joint ventures and subsidiaries (12) (81) Net operating loss carryforwards, net of valuation allowance 42 61 Operating lease right-of-use assets (150) (151) Operating lease liabilities 162 161 Depreciation and amortization (633) (604) Total non-current deferred tax liabilities, net $ (290) $ (350) |
Schedule of Unrecognized Benefits | The total amount of unrecognized tax benefits as of and for the years ended December 31, 2021, 2020 and 2019 consisted of the following: 2021 2020 2019 Balance, beginning of year $ 93 $ 88 $ 107 Additions: For tax positions of current year 1 2 2 For tax positions of prior years 30 25 16 Reductions: Changes in judgment (6) (9) (3) Expirations of statutes of limitations (8) (4) (2) Settlements — (9) (32) Balance, end of year $ 110 $ 93 $ 88 |
SUPPLEMENTAL CASH FLOW AND OT_2
SUPPLEMENTAL CASH FLOW AND OTHER DATA (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow and Other Data | Supplemental cash flow and other data for the years ended December 31, 2021, 2020 and 2019 was as follows: 2021 2020 2019 Depreciation expense $ 305 $ 258 $ 233 Amortization expense 103 103 96 Depreciation and amortization expense $ 408 $ 361 $ 329 Interest expense $ (152) $ (166) $ (180) Interest income 1 3 5 Interest expense, net $ (151) $ (163) $ (175) Interest paid $ 159 $ 201 $ 192 Income taxes paid $ 709 $ 360 $ 202 Accounts payable associated with capital expenditures $ 26 $ 46 $ 26 Accounts payable associated with purchases of treasury stock $ 23 $ — $ — Dividend payable $ 74 $ 76 $ 71 Dividends received from equity method investees $ 60 $ 54 $ 48 Businesses acquired: Fair value of assets acquired $ 354 $ 368 $ 63 Fair value of liabilities assumed 18 17 — Fair value of net assets acquired 336 351 63 Merger consideration payable (5) — (5) Cash paid for business acquisitions 331 351 58 Less: Cash acquired — 21 — Business acquisitions, net of cash acquired $ 331 $ 330 $ 58 2021 2020 2019 Leases: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 185 $ 185 $ 180 Operating cash flows from finance leases $ 2 $ 3 $ 3 Financing cash flows from finance leases $ 2 $ 3 $ 4 Leased assets obtained in exchange for new operating lease liabilities $ 150 $ 219 $ 164 Leased assets obtained in exchange for new finance lease liabilities $ — $ — $ 1 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Land $ 43 $ 42 Buildings and improvements 532 526 Laboratory equipment and furniture and fixtures 2,009 1,974 Leasehold improvements 705 666 Computer software developed or obtained for internal use 1,292 1,209 Construction-in-progress 214 202 4,795 4,619 Less: Accumulated depreciation and amortization (3,088) (2,992) Total $ 1,707 $ 1,627 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill, Net | The changes in goodwill for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Balance, beginning of year $ 6,873 $ 6,619 Goodwill acquired during the year 228 247 Adjustments to goodwill (6) 7 Balance, end of year $ 7,095 $ 6,873 |
Intangible Assets Excluding Goodwill | Intangible assets as of December 31, 2021 and 2020 consisted of the following: Weighted 2021 2020 Cost Accumulated Net Cost Accumulated Net Amortizing intangible assets: Customer-related 17 $ 1,581 $ (726) $ 855 $ 1,479 $ (638) $ 841 Non-compete agreements 9 3 (2) 1 3 (2) 1 Technology 14 141 (74) 67 141 (65) 76 Other 5 109 (101) 8 108 (95) 13 Total 17 1,834 (903) 931 1,731 (800) 931 Intangible assets not subject to amortization: Trade names 235 — 235 235 — 235 Other 1 — 1 1 — 1 Total intangible assets $ 2,070 $ (903) $ 1,167 $ 1,967 $ (800) $ 1,167 |
Future Amortization Expense Intangible Assets | The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of December 31, 2021 is as follows: Year Ending December 31, 2022 $ 105 2023 103 2024 100 2025 98 2026 93 Thereafter 432 Total $ 931 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Accrued wages and benefits (including incentive compensation) $ 518 $ 502 Accrued expenses 460 356 Trade accounts payable 357 446 Overdrafts 116 153 Dividend payable 74 76 Accrued insurance 34 31 Accrued interest 26 26 Income taxes payable 10 43 Merger consideration payable 5 — Total $ 1,600 $ 1,633 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Long-term Debt | Long-term debt (including finance lease obligations) as of December 31, 2021 and 2020 consisted of the following: 2021 2020 4.25% Senior Notes due April 2024 $ 311 $ 316 3.50% Senior Notes due March 2025 616 622 3.45% Senior Notes due June 2026 510 512 4.20% Senior Notes due June 2029 499 499 2.95% Senior Notes due June 2030 798 798 2.80% Senior Notes due June 2031 549 549 6.95% Senior Notes due July 2037 175 175 5.75% Senior Notes due January 2040 245 245 4.70% Senior Notes due March 2045 300 300 Other 34 27 Debt issuance costs (25) (28) Total long-term debt 4,012 4,015 Less: Current portion of long-term debt 2 2 Total long-term debt, net of current portion $ 4,010 $ 4,013 |
Schedule of Maturities of Long-term Debt | As of December 31, 2021, long-term debt matures as follows: Year Ending December 31, 2022 $ 2 2023 2 2024 303 2025 603 2026 503 Thereafter 2,596 Total maturities of long-term debt 4,009 Unamortized discount (10) Debt issuance costs (25) Fair value basis adjustments attributable to hedged debt 38 Total long-term debt 4,012 Less: Current portion of long-term debt 2 Total long-term debt, net of current portion $ 4,010 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule Of Lease By Asset Type | The Company's assets and liabilities for its lease agreements as of December 31, 2021 and 2020 were as follows: Leases Balance Sheet Classification 2021 2020 Assets Operating Operating lease right-of-use assets $ 597 $ 604 Finance Property, plant and equipment, net (a) 29 22 Total lease assets $ 626 $ 626 Liabilities Current: Operating Current portion of long-term operating lease liabilities $ 151 $ 141 Finance Current portion of long-term debt 2 2 Non-current: Operating Long-term operating lease liabilities 494 499 Finance Long-term debt 32 25 Total lease liabilities $ 679 $ 667 (a) Finance lease assets as of December 31, 2021 and 2020 were recorded net of accumulated amortization of $8 million and $14 million, respectively. |
Lease, Cost | Components of lease cost for the years ended December 31, 2021, 2020 and 2019 were as follows: Lease cost 2021 2020 2019 Operating lease cost (a) $ 321 $ 300 $ 294 Finance lease cost: Amortization of leased assets 2 6 7 Interest on lease liabilities 2 3 3 Net lease cost $ 325 $ 309 $ 304 (a) Includes short-term leases and variable lease costs (primarily usage-based maintenance fees and utilities related to real estate leases and certain equipment-related and vehicle-related costs) of $140 million, $120 million and $120 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Operating Lease, Liability, Maturity | The maturity of the Company's lease liabilities as of December 31, 2021 is as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 $ 169 $ 4 $ 173 2023 153 4 157 2024 116 5 121 2025 83 5 88 2026 54 5 59 Thereafter 139 27 166 Total lease payments 714 50 764 Less: Interest 69 16 85 Present value of lease liabilities $ 645 $ 34 $ 679 |
Finance Lease, Liability, Maturity | The maturity of the Company's lease liabilities as of December 31, 2021 is as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 $ 169 $ 4 $ 173 2023 153 4 157 2024 116 5 121 2025 83 5 88 2026 54 5 59 Thereafter 139 27 166 Total lease payments 714 50 764 Less: Interest 69 16 85 Present value of lease liabilities $ 645 $ 34 $ 679 |
Schedule of Lease Term and Discount Rate | Lease term and discount rate as of December 31, 2021 and 2020 were as follows: Lease term and discount rate 2021 2020 Weighted-average remaining lease term (years): Operating leases 6 6 Finance leases 11 13 Weighted-average discount rate: Operating leases 3.0 % 3.2 % Finance leases 6.9 % 8.1 % |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location | As of December 31, 2021 and 2020, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges included in the carrying amount of long-term debt: Carrying Amount of Hedged Long-Term Debt Hedge Accounting Basis Adjustment (a) Carrying Amount of Hedged Long-Term Debt Hedge Accounting Basis Adjustment (a) Balance Sheet Classification December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020 Long-term debt $ — $ 38 $ — $ 51 (a) As of both December 31, 2021 and 2020, the entire balance is associated with remaining unamortized hedging adjustments on discounted relationships. The following table presents the effect of fair value hedge accounting on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively: 2021 2020 2019 Other income, net Other income, net Other income, net Total for line item in which the effects of fair value hedges are recorded $ 369 $ 76 $ 20 Gain (loss) on fair value hedging relationships: Hedged items (Long-term debt) $ — $ (68) $ (65) Derivatives designated as hedging instruments $ — $ 68 $ 65 |
STOCKHOLDERS_ EQUITY AND REDE_2
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive loss by component for 2021, 2020 and 2019 were as follows: Foreign Net Changes in Available-for-Sale Debt Securities Net Deferred Losses on Cash Flow Hedges, net of tax Other Accumulated Other Comprehensive Loss Balance, December 31, 2018 $ (49) $ — $ (9) $ (1) $ (59) Other comprehensive income before reclassifications 7 8 3 — 18 Amounts reclassified from accumulated other comprehensive loss — — 2 — 2 Net current period other comprehensive income 7 8 5 — 20 Balance, December 31, 2019 (42) 8 (4) (1) (39) Other comprehensive income before reclassifications 12 — 1 — 13 Amounts reclassified from accumulated other comprehensive loss 3 — 2 — 5 Net current period other comprehensive income 15 — 3 — 18 Balance, December 31, 2020 (27) 8 (1) (1) (21) Other comprehensive loss before reclassifications (7) (7) — — (14) Amounts reclassified from accumulated other comprehensive loss 20 — 1 — 21 Net current period other comprehensive income (loss) 13 (7) 1 — 7 Balance, December 31, 2021 $ (14) $ 1 $ — $ (1) $ (14) |
STOCK OWNERSHIP AND COMPENSAT_2
STOCK OWNERSHIP AND COMPENSATION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used in Valuing The Company's Stock Options | The weighted average assumptions used in valuing stock options granted in the periods presented were: 2021 2020 2019 Fair value at grant date $21.82 $17.25 $14.30 Expected volatility 25.6% 20.3% 20.4% Dividend yield 2.0% 2.0% 2.4% Risk-free interest rate 0.6% 1.5% 2.5% Expected holding period, in years 4.8 5.0 5.2 |
Summary of Transactions Under The Company's Stock Option Plans | The following summarizes the activity relative to stock option awards for 2021: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding, beginning of year 6.5 $ 90.32 Options granted 0.9 122.18 Options exercised (1.5) 84.09 Options forfeited and canceled (0.2) 107.50 Options outstanding, end of year 5.7 $ 96.44 6.5 $ 433 Exercisable, end of year 3.7 $ 89.17 5.5 $ 309 Vested and expected to vest, end of year 5.6 $ 96.22 6.4 $ 430 |
Schedule of Assumptions Used in Valuing The Company's Performance Share Units | The weighted average assumptions used in valuing performance share units with a market-based relative TSR goal in the periods presented were: 2021 2020 Fair value at grant date $150.15 $144.03 Expected volatility 30.2% 20.1% Dividend yield 2.0% 2.0% Risk-free interest rate 0.2% 1.4% |
Summary of Transactions Under Stock Awards Other than Options | The following summarizes the activity relative to stock awards, including restricted stock units and performance share units, for 2021, 2020 and 2019: 2021 2020 2019 Shares Weighted Shares Weighted Shares Weighted Shares outstanding, beginning of year 1.0 $ 100.12 1.0 $ 93.30 1.1 $ 88.13 Shares granted 0.5 122.78 0.4 112.43 0.4 86.28 Shares vested (0.5) 103.41 (0.4) 96.36 (0.4) 75.58 Shares forfeited and canceled — — — — (0.1) 94.09 Shares outstanding, end of year 1.0 $ 107.46 1.0 $ 100.12 1.0 $ 93.30 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table is a summary of segment information for the years ended December 31, 2021, 2020 and 2019. Segment asset information is not presented since it is not used by the CODM at the operating segment level. Operating earnings (loss) of each segment represents net revenues less directly identifiable expenses to arrive at operating income (loss) for the segment. General corporate activities included in the table below are comprised of general management and administrative corporate expenses, amortization and impairment of intangibles assets and other operating income and expenses, net of certain general corporate activity costs that are allocated to the DIS and DS businesses. The accounting policies of the segments are the same as those of the Company as set forth in Note 2. 2021 2020 2019 Net revenues: DIS business $ 10,494 $ 9,139 $ 7,405 All other operating segments 294 298 321 Total net revenues $ 10,788 $ 9,437 $ 7,726 Operating earnings (loss): DIS business $ 2,646 $ 2,201 $ 1,298 All other operating segments 29 39 42 General corporate activities (294) (269) (109) Total operating income 2,381 1,971 1,231 Non-operating income (expense), net 218 (87) (155) Income from continuing operations before income taxes and equity in earnings of equity method investees 2,599 1,884 1,076 Income tax expense (597) (460) (247) Equity in earnings of equity method investees, net of taxes 78 75 57 Income from continuing operations 2,080 1,499 886 Income from discontinued operations, net of taxes — — 20 Net income 2,080 1,499 906 Less: Net income attributable to noncontrolling interests 85 68 48 Net income attributable to Quest Diagnostics $ 1,995 $ 1,431 $ 858 Depreciation and amortization expense for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 DIS business $ 294 $ 249 $ 226 All other operating segments 10 8 6 General corporate 104 104 97 Total depreciation and amortization $ 408 $ 361 $ 329 Capital expenditures for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 DIS business $ 379 $ 394 $ 373 All other operating segments 14 15 20 General corporate 10 9 7 Total capital expenditures $ 403 $ 418 $ 400 Net revenues by major service for the years ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Routine clinical testing and other services $ 4,293 $ 3,836 $ 4,206 COVID-19 testing services 2,770 2,723 — Gene-based and esoteric (including advanced diagnostics) testing services 2,878 2,098 2,620 Anatomic pathology testing services 553 482 579 All other 294 298 321 Total net revenues $ 10,788 $ 9,437 $ 7,726 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Advertising cost | $ 78,000,000 | $ 38,000,000 | $ 18,000,000 |
Summary of Significant Accounting Policies [Line Items] | |||
Equity method investments carrying value | $ 141,000,000 | $ 521,000,000 | |
Percentage of net revenues | 100.00% | 100.00% | 100.00% |
Share of equity earnings from investments in affiliates | $ 78,000,000 | $ 75,000,000 | $ 57,000,000 |
Percentage of net accounts receivable | 100.00% | 100.00% | |
Operating income (loss) | $ 2,381,000,000 | $ 1,971,000,000 | 1,231,000,000 |
Net income | 2,080,000,000 | 1,499,000,000 | 906,000,000 |
Trading equity securities gain or (loss) | 56,000,000 | 8,000,000 | 10,000,000 |
Trading securities | 121,000,000 | ||
Impairment charges | 0 | 0 | $ 0 |
Equity Securities without readily determinable fair value | 4,000,000 | 25,000,000 | |
Available-for-sale debt securities | 1,000,000 | 12,000,000 | |
Operating lease right-of-use assets | 597,000,000 | 604,000,000 | |
Operating lease, liability | 645,000,000 | ||
Recurring Basis | |||
Summary of Significant Accounting Policies [Line Items] | |||
Available-for-sale debt securities | 1,000,000 | 12,000,000 | |
Equity investments | 44,000,000 | ||
Deferred compensation trading securities | 77,000,000 | 67,000,000 | |
Other Assets | |||
Summary of Significant Accounting Policies [Line Items] | |||
Trading securities | $ 67,000,000 | ||
Other Assets | Recurring Basis | |||
Summary of Significant Accounting Policies [Line Items] | |||
Deferred compensation trading securities | 77,000,000 | ||
Prepaid Expenses and Other Current Assets | Recurring Basis | |||
Summary of Significant Accounting Policies [Line Items] | |||
Equity investments | $ 44,000,000 | ||
DIS business | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of net revenues | 97.00% | 97.00% | 96.00% |
Percentage of net accounts receivable | 97.00% | 97.00% | |
Operating income (loss) | $ 2,646,000,000 | $ 2,201,000,000 | $ 1,298,000,000 |
DIS business | Government payers | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of net revenues | 10.00% | 11.00% | 15.00% |
Percentage of net accounts receivable | 6.00% | 6.00% | |
DIS business | Patients | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of net revenues | 12.00% | 11.00% | 13.00% |
Percentage of net accounts receivable | 21.00% | 11.00% | |
Minimum | |||
Summary of Significant Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20.00% | ||
Finite-lived intangible asset, useful life | 5 years | ||
Minimum | Laboratory Equipment and Furniture and Fixtures | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Minimum | Software and Software Development Costs | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Minimum | DIS business | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of net revenues | 95.00% | 95.00% | 95.00% |
Maximum | |||
Summary of Significant Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 49.00% | ||
Finite-lived intangible asset, useful life | 20 years | ||
Maximum | Building and Building Improvements | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 31 years 6 months | ||
Maximum | Laboratory Equipment and Furniture and Fixtures | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 12 years | ||
Maximum | Software and Software Development Costs | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 10 years |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 100.00% | 100.00% | 100.00% |
Percentage of net accounts receivable | 100.00% | 100.00% | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 28 | $ 15 | |
Write-offs of accounts receivable, net of recoveries | (1) | (6) | |
Ending balance | 31 | 28 | $ 15 |
Provision for credit losses | $ 4 | $ 19 | $ 11 |
Healthcare insurers: | Minimum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 30 days | ||
Healthcare insurers: | Maximum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 60 days | ||
Government payers | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 30 days | ||
Client payers | Minimum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 60 days | ||
Client payers | Maximum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 90 days | ||
Patients | Minimum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 30 days | ||
Patients | Maximum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 60 days | ||
DS | Minimum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 30 days | ||
DS | Maximum | |||
Segment Reporting Information [Line Items] | |||
Collection of consideration | 60 days | ||
DIS business | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 97.00% | 97.00% | 96.00% |
Percentage of net accounts receivable | 97.00% | 97.00% | |
DIS business | Minimum | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 95.00% | 95.00% | 95.00% |
DIS business | Healthcare insurers: | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 42.00% | 37.00% | 36.00% |
Percentage of net accounts receivable | 32.00% | 34.00% | |
DIS business | Healthcare insurers: | Fee-for-service | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 39.00% | 34.00% | 33.00% |
DIS business | Healthcare insurers: | Capitated | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 3.00% | 3.00% | 3.00% |
DIS business | Government payers | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 10.00% | 11.00% | 15.00% |
Percentage of net accounts receivable | 6.00% | 6.00% | |
DIS business | Client payers | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 33.00% | 38.00% | 32.00% |
Percentage of net accounts receivable | 38.00% | 46.00% | |
DIS business | Patients | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 12.00% | 11.00% | 13.00% |
Period of billing fully reserve | 210 days | ||
Percentage of net accounts receivable | 21.00% | 11.00% | |
All other operating segments | DS | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues | 3.00% | 3.00% | 4.00% |
Percentage of net accounts receivable | 3.00% | 3.00% |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Income from continuing operations | $ 1,995 | $ 1,431 | $ 838 | |
Income from discontinued operations, net of taxes | 0 | 0 | 20 | |
Net income attributable to Quest Diagnostics | 1,995 | 1,431 | 858 | |
Less: Earnings allocated to participating securities | 7 | 6 | 3 | |
Earnings available to Quest Diagnostics’ common stockholders – basic and diluted | $ 1,988 | $ 1,425 | $ 835 | |
Weighted average common shares outstanding - basic | 125 | 134 | 134 | |
Stock options and performance share units | 3 | 2 | 2 | |
Weighted average common shares outstanding - diluted | 128 | 136 | 136 | |
Income from continuing operations (in dollars per share) | $ 15.85 | $ 10.62 | $ 6.21 | |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.15 | |
Net income (in dollars per share) | 15.85 | 10.62 | 6.36 | |
Income from continuing operations (in dollars per share) | 15.55 | 10.47 | 6.13 | |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0.15 | |
Net income (in dollars per share) | $ 15.55 | $ 10.47 | $ 6.28 | |
Stock options and performance share units not included due to their antidilutive effect | 0 | 1 | 3 | |
Accelerated Share Repurchase Agreements | ||||
Accelerated Share Repurchases [Line Items] | ||||
Accelerated share repurchases, payment | $ 1,500 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) | Dec. 13, 2021 | Jun. 01, 2021 | Aug. 01, 2020 | Jul. 31, 2020 | Apr. 06, 2020 | Jan. 21, 2020 | Feb. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 336,000,000 | $ 330,000,000 | $ 63,000,000 | |||||||
Cash consideration | 331,000,000 | 351,000,000 | 58,000,000 | |||||||
Goodwill acquired during the year | 228,000,000 | 247,000,000 | 43,000,000 | |||||||
Goodwill deductible for tax purposes | 223,000,000 | 210,000,000 | 36,000,000 | |||||||
Finite-lived intangibles | 104,000,000 | 146,000,000 | 21,000,000 | |||||||
Revenues | 127,000,000 | |||||||||
Goodwill | $ 7,095,000,000 | 6,873,000,000 | 6,619,000,000 | |||||||
Cash acquired from acquisition | $ 21,000,000 | |||||||||
Technology-Based Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 14 years | |||||||||
Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 17 years | |||||||||
Mercy Health | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 225,000,000 | |||||||||
Goodwill deductible for tax purposes | 171,000,000 | |||||||||
Goodwill | 171,000,000 | |||||||||
Mercy Health | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangibles | $ 54,000,000 | |||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
Labtech Diagnostics, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 85,000,000 | |||||||||
Cash consideration | 80,000,000 | |||||||||
Goodwill deductible for tax purposes | 35,000,000 | |||||||||
Property, plant and equipment, net | 11,000,000 | |||||||||
Finance lease liabilities | 9,000,000 | |||||||||
Operating lease right-of-use assets | 6,000,000 | |||||||||
Operating lease liabilities | 6,000,000 | |||||||||
Inventories | 2,000,000 | |||||||||
Finite-lived intangibles | 41,000,000 | |||||||||
Goodwill | 40,000,000 | |||||||||
Labtech Diagnostics, LLC | Level 3 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration | $ 5,000,000 | |||||||||
Labtech Diagnostics, LLC | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
Blueprint Genetics Oy | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 108,000,000 | |||||||||
Goodwill deductible for tax purposes | 66,000,000 | |||||||||
Finite-lived intangibles | 43,000,000 | |||||||||
Goodwill | 66,000,000 | |||||||||
Cash acquired from acquisition | 3,000,000 | |||||||||
Property, plant, and equipment and working capital | $ 2,000,000 | |||||||||
Blueprint Genetics Oy | Technology-Based Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 10 years | |||||||||
Blueprint Genetics Oy | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
Memorial Hermann | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 120,000,000 | |||||||||
Goodwill deductible for tax purposes | 93,000,000 | |||||||||
Goodwill | 93,000,000 | |||||||||
Memorial Hermann | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangibles | $ 27,000,000 | |||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
Mid America Clinical Laboratories, LLC (MACL) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 93,000,000 | |||||||||
Goodwill deductible for tax purposes | 47,000,000 | |||||||||
Property, plant and equipment, net | 11,000,000 | |||||||||
Goodwill | 84,000,000 | |||||||||
Cash acquired from acquisition | $ 18,000,000 | |||||||||
Percentage of voting interests acquired | 56.00% | |||||||||
Equity interest in acquiree, percentage | 44.00% | |||||||||
Equity interest in acquiree, fair value | $ 87,000,000 | |||||||||
Equity interest in acquiree, long-term growth rate used to determine fair value | 1.50% | |||||||||
Equity interest in acquiree, discount rate used to determine fair value | 7.50% | |||||||||
Working capital | $ 11,000,000 | |||||||||
Mid America Clinical Laboratories, LLC (MACL) | Other Income (Expense) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest in acquiree, remeasurement gain | 70,000,000 | |||||||||
Mid America Clinical Laboratories, LLC (MACL) | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangibles | $ 74,000,000 | |||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||||
Boyce & Bynum Pathology Laboratories, P.C. (Boyce & Bynum) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 61,000,000 | |||||||||
Cash consideration | 55,000,000 | |||||||||
Goodwill deductible for tax purposes | 35,000,000 | |||||||||
Goodwill | 41,000,000 | |||||||||
Boyce & Bynum Pathology Laboratories, P.C. (Boyce & Bynum) | Level 3 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration | 6,000,000 | 0 | ||||||||
Boyce & Bynum Pathology Laboratories, P.C. (Boyce & Bynum) | Other Operating Income (Expense) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration arrangements | $ 6,000,000 | |||||||||
Boyce & Bynum Pathology Laboratories, P.C. (Boyce & Bynum) | Customer - related | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangibles | $ 20,000,000 | |||||||||
Finite-lived intangible asset, useful life | 15 years |
DISPOSITION (Details)
DISPOSITION (Details) - USD ($) $ in Millions | Apr. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income tax (benefit) expense | $ 597 | $ 460 | $ 247 | |
Deferred income tax provision | (57) | $ 85 | $ 15 | |
Q2 Solutions | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Percent of ownership interest sold | 40.00% | |||
Gross proceeds from disposition of joint venture | $ 760 | |||
Income tax (benefit) expense | 55 | |||
Taxes payable, current | 127 | |||
Deferred income tax provision | 72 | |||
Q2 Solutions | Disposed of by Sale | Foreign Currency Translation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Amounts reclassified from accumulated other comprehensive loss | 20 | |||
Q2 Solutions | Disposed of by Sale | Other Income | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of investment, before tax | $ (314) |
FAIR VALUE MEASUREMENTS (Recogn
FAIR VALUE MEASUREMENTS (Recognized Assets and Liabilities at Fair Value) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale debt securities | $ 1 | $ 12 |
Recurring Basis | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred compensation trading securities | 77 | 67 |
Cash surrender value of life insurance policies | 57 | 50 |
Equity investments | 44 | |
Available-for-sale debt securities | 1 | 12 |
Total assets | 179 | 129 |
Deferred compensation liabilities | 143 | 126 |
Contingent consideration | 5 | |
Total liabilities | 148 | |
Redeemable noncontrolling interest | 79 | 82 |
Recurring Basis | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred compensation trading securities | 77 | 67 |
Cash surrender value of life insurance policies | 0 | 0 |
Equity investments | 44 | |
Available-for-sale debt securities | 0 | 0 |
Total assets | 121 | 67 |
Deferred compensation liabilities | 0 | 0 |
Contingent consideration | 0 | |
Total liabilities | 0 | |
Redeemable noncontrolling interest | 0 | 0 |
Recurring Basis | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred compensation trading securities | 0 | 0 |
Cash surrender value of life insurance policies | 57 | 50 |
Equity investments | 0 | |
Available-for-sale debt securities | 0 | 0 |
Total assets | 57 | 50 |
Deferred compensation liabilities | 143 | 126 |
Contingent consideration | 0 | |
Total liabilities | 143 | |
Recurring Basis | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred compensation trading securities | 0 | 0 |
Cash surrender value of life insurance policies | 0 | 0 |
Equity investments | 0 | |
Available-for-sale debt securities | 1 | 12 |
Total assets | 1 | 12 |
Deferred compensation liabilities | 0 | 0 |
Contingent consideration | 5 | |
Total liabilities | 5 | |
Redeemable noncontrolling interest | $ 79 | $ 82 |
FAIR VALUE MEASUREMENTS (Busine
FAIR VALUE MEASUREMENTS (Business Acquisition) (Details) - Labtech Diagnostics, LLC $ in Millions | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Maximum Contingent Consideration Payment | $ 20 |
Comparable Company Revenue Volatility | |
Business Acquisition [Line Items] | |
Measurement input | 0.075 |
Discount rate | |
Business Acquisition [Line Items] | |
Measurement input | 0.025 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Trading equity securities gain or (loss) | $ 56 | $ 8 | $ 10 | |
Fair value of debt | 4,400 | 4,600 | ||
UMass Joint Venture | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Ownership percentage by noncontrolling owners | 18.90% | |||
Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Other than temporary impairment | $ 8 | |||
Level 3 | Contingent Consideration | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total (gains)/losses included in earnings - realized/unrealized | 1 | |||
Level 3 | Contingent Consideration | Other Operating Income (Expense) | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total (gains)/losses included in earnings - realized/unrealized | $ 1 |
FAIR VALUE MEASUREMENTS (Reconc
FAIR VALUE MEASUREMENTS (Reconciliation of Beginning and Ending Balances of Liabilities Unobservable Inputs) (Details) - Level 3 - Contingent Consideration - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 0 | $ 7 |
Settlements | (6) | |
Total (gains)/losses included in earnings - realized/unrealized | (1) | |
Purchases, additions and issuances | 5 | |
Ending Balance | $ 5 | $ 0 |
TAXES ON INCOME (Details)
TAXES ON INCOME (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 01, 2021 | |
Income Tax Contingency [Line Items] | ||||
Income (loss) from continuing operations - domestic | $ 2,500 | $ 1,900 | $ 1,100 | |
Income (loss) from continuing operations - foreign | 148 | (7) | 15 | |
Deferred income tax expense (benefit) | (57) | 85 | 15 | |
Current federal tax expense (benefit) | 528 | 300 | 176 | |
Current state and local income tax expense | 123 | 74 | 53 | |
Current foreign income tax expense | 3 | 1 | 3 | |
Defered federal income tax expense (benefit) | (61) | 55 | 21 | |
Deferred state and local income tax expense (benefit) | 5 | 29 | (4) | |
Deferred foreign income tax expense (benefit) | (1) | 1 | (2) | |
Total | $ (597) | $ (460) | $ (247) | |
Tax provision at statutory rate | 21.00% | 21.00% | 21.00% | |
State and local income taxes, net of federal benefit | 4.10% | 4.50% | 4.60% | |
Impact of noncontrolling interests | (0.80%) | (0.90%) | (1.10%) | |
Excess tax benefits on stock-based compensation arrangements | (0.70%) | (1.20%) | (1.20%) | |
Return to provision true-ups | (0.80%) | (0.70%) | (1.40%) | |
Impact of equity earnings | 0.60% | 0.80% | 1.10% | |
Changes in reserves for uncertain tax positions | 0.40% | 0.90% | 1.70% | |
Change in valuation allowances associated with certain net operating losses | 0.00% | 0.20% | (1.10%) | |
Other, net | (0.80%) | (0.10%) | (0.60%) | |
Effective tax rate | 23.00% | 24.50% | 23.00% | |
Accounts receivable reserves | $ 89 | $ 71 | ||
Liabilities not currently deductible | 180 | 146 | ||
Stock-based compensation | 32 | 47 | ||
Basis differences in investments, joint ventures and subsidiaries | (12) | (81) | ||
Net operating loss carryfowards, net of valuation allowance | 42 | 61 | ||
Operating lease right-of-use assets | (150) | (151) | ||
Operating lease liabilities | 162 | 161 | ||
Non-current deferred tax liability - depreciation and amortization | (633) | (604) | ||
Total non-current deferred tax liabilities | (290) | (350) | ||
Operating loss carryforwards | 71 | 94 | ||
Deferred tax assets, valuation allowance | 29 | 33 | ||
Income tax benefit due to release of valuation allowances associated with net operating loss carryforwards | $ (12) | |||
Income taxes payable | 106 | 135 | ||
Prepaid taxes | 36 | 2 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Unrecognized tax benefits, beginning balance | 93 | 88 | 107 | |
Additions for tax positions of current year | 1 | 2 | 2 | |
Additions for tax positions of prior years | 30 | 25 | 16 | |
Reductions for changes in judgment | (6) | (9) | (3) | |
Reductions for expirations of statutes of limitations | (8) | (4) | (2) | |
Reductions for settlements | 0 | (9) | (32) | |
Unrecognized tax benefits, ending balance | 110 | 93 | 88 | |
Unrecognized tax benefits that would impact effective tax rate | 90 | |||
Significant change in unrecognized tax benefits is reasonably possible, estimated range of change, upper bound | 15 | |||
Unrecognized tax Benefits, interest on income taxes expense | (2) | 6 | $ 5 | |
Unrecognized tax benefits, interest on income taxes accrued | 20 | 21 | ||
Other Liabilities | ||||
Income Tax Contingency [Line Items] | ||||
Total non-current deferred tax liabilities | (290) | $ (350) | ||
Domestic Country | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 31 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 676 | |||
Foreign Country | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 70 | |||
Q2 Solutions | Domestic Country | ||||
Income Tax Contingency [Line Items] | ||||
Income (loss) from continuing operations - domestic | 171 | |||
Q2 Solutions | Foreign Country | ||||
Income Tax Contingency [Line Items] | ||||
Income (loss) from continuing operations - foreign | 143 | |||
Q2 Solutions | Disposed of by Sale | ||||
Income Tax Contingency [Line Items] | ||||
Percent of ownership interest sold | 40.00% | |||
Deferred income tax expense (benefit) | 72 | |||
Total | $ (55) |
SUPPLEMENTAL CASH FLOW AND OT_3
SUPPLEMENTAL CASH FLOW AND OTHER DATA (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |||
Depreciation expense | $ 305 | $ 258 | $ 233 |
Amortization expense | 103 | 103 | 96 |
Depreciation and amortization expense | 408 | 361 | 329 |
Interest expense | (152) | (166) | (180) |
Interest income | 1 | 3 | 5 |
Interest expense, net | (151) | (163) | (175) |
Interest paid | 159 | 201 | 192 |
Income taxes paid | 709 | 360 | 202 |
Accounts payable associated with capital expenditures | 26 | 46 | 26 |
Accounts payable associated with purchases of treasury stock | 23 | 0 | 0 |
Dividend payable | 74 | 76 | 71 |
Dividends received from equity method investees | 60 | 54 | 48 |
Fair value of assets acquired | 354 | 368 | 63 |
Fair value of liabilities assumed | 18 | 17 | |
Fair value of net assets acquired | 336 | 351 | 63 |
Merger consideration payable | (5) | 0 | (5) |
Cash paid for business acquisitions | 331 | 351 | 58 |
Less: cash acquired | 21 | ||
Business acquisitions, net of cash acquired | 331 | 330 | 58 |
Leases: | |||
Operating cash flows from operating leases | 185 | 185 | 180 |
Operating cash flows from finance leases | 2 | 3 | 3 |
Financing cash flows from finance leases | 2 | 3 | 4 |
Leased assets obtained in exchange for new operating lease liabilities | 150 | 219 | 164 |
Leased assets obtained in exchange for new finance lease liabilities | $ 0 | $ 0 | $ 1 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,795 | $ 4,619 | |
Less: accumulated depreciation and amortization | (3,088) | (2,992) | |
Property, plant and equipment, net | 1,707 | 1,627 | |
Other Operating Income (Expense) | |||
Property, Plant and Equipment [Line Items] | |||
Gain on sale recognized | $ 73 | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 43 | 42 | |
Building and Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 532 | 526 | |
Laboratory Equipment, Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,009 | 1,974 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 705 | 666 | |
Computer Software Developed or Obtained for Internal Use | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,292 | 1,209 | |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 214 | $ 202 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, balance at beginning of year | $ 6,873 | $ 6,619 | |
Goodwill acquired during the year | 228 | 247 | $ 43 |
Adjustments to goodwill | (6) | 7 | |
Goodwill, balance at end of year | 7,095 | 6,873 | $ 6,619 |
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, gross excluding goodwill | 2,070 | 1,967 | |
Accumulated amortization, intangible assets | (903) | (800) | |
Total intangible assets, net | 1,167 | 1,167 | |
Future amortization expense | |||
2022 | 105 | ||
2023 | 103 | ||
2024 | 100 | ||
2025 | 98 | ||
2026 | 93 | ||
Thereafter | 432 | ||
Total | 931 | ||
Intangible Assets Not Subject to Amortization - Tradenames | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, gross excluding goodwill | 235 | 235 | |
Total intangible assets, net | 235 | 235 | |
Intangible Assets Not Subject to Amortization - Other | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets, gross excluding goodwill | 1 | 1 | |
Total intangible assets, net | $ 1 | 1 | |
Customer Relationships | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 17 years | ||
Intangible assets, gross excluding goodwill | $ 1,581 | 1,479 | |
Accumulated amortization, intangible assets | (726) | (638) | |
Total intangible assets, net | $ 855 | 841 | |
Non-compete Agreements | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 9 years | ||
Intangible assets, gross excluding goodwill | $ 3 | 3 | |
Accumulated amortization, intangible assets | (2) | (2) | |
Total intangible assets, net | $ 1 | 1 | |
Technology | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 14 years | ||
Intangible assets, gross excluding goodwill | $ 141 | 141 | |
Accumulated amortization, intangible assets | (74) | (65) | |
Total intangible assets, net | $ 67 | 76 | |
Other Intangible Assets, Subject To Amortization | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | ||
Intangible assets, gross excluding goodwill | $ 109 | 108 | |
Accumulated amortization, intangible assets | (101) | (95) | |
Total intangible assets, net | $ 8 | 13 | |
Total Amortizing Intangible Assets | |||
Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 17 years | ||
Intangible assets, gross excluding goodwill | $ 1,834 | 1,731 | |
Accumulated amortization, intangible assets | (903) | (800) | |
Total intangible assets, net | $ 931 | $ 931 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued wages and benefits (including incentive compensation) | $ 518 | $ 502 |
Accrued expenses | 460 | 356 |
Trade accounts payable | 357 | 446 |
Overdrafts | 116 | 153 |
Dividend payable | 74 | 76 |
Accrued insurance | 34 | 31 |
Accrued interest | 26 | 26 |
Income taxes payable | 10 | 43 |
Merger consideration payable | 5 | 0 |
Total | $ 1,600 | $ 1,633 |
DEBT (Long-Term Debt) (Details)
DEBT (Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 4,012 | $ 4,015 | |
Debt issuance costs | (25) | (28) | |
Less: current portion of long-term debt | 2 | 2 | |
Total long-term debt, net of current portion | 4,010 | 4,013 | |
Other | |||
Debt Instrument [Line Items] | |||
Other | 34 | 27 | |
Senior Notes | 4.25% Senior Notes due April 2024 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 311 | 316 | |
Debt instrument, interest rate | 4.25% | ||
Senior Notes | 3.50% Senior Notes due March 2025 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 616 | 622 | |
Debt instrument, interest rate | 3.50% | ||
Senior Notes | 3.45% Senior Notes due June 2026 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 510 | 512 | |
Debt instrument, interest rate | 3.45% | ||
Senior Notes | 4.20% Senior Notes due June 2029 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 499 | 499 | |
Debt instrument, interest rate | 4.20% | ||
Senior Notes | 2.95% Senior Notes due June 2030 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 798 | 798 | |
Debt instrument, interest rate | 2.95% | ||
Senior Notes | 2.80% Senior Notes due June 2031 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 549 | 549 | |
Debt instrument, interest rate | 2.80% | 2.80% | |
Senior Notes | 6.95% Senior Notes due July 2037 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 175 | 175 | |
Debt instrument, interest rate | 6.95% | ||
Senior Notes | 5.75% Senior Notes due January 2040 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 245 | 245 | |
Debt instrument, interest rate | 5.75% | ||
Senior Notes | 4.70% Senior Notes due March 2045 | |||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 300 | $ 300 | |
Debt instrument, interest rate | 4.70% |
DEBT (Secured Receivables Credi
DEBT (Secured Receivables Credit Facility) (Narrative) (Details) - Secured Receivables Credit Facility - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Credit facility capacity | $ 600,000,000 | ||
Extension period | 1 year | ||
Commercial Rates for Highly-Rated Issuers or London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate in excess of LIBOR | 0.725% | ||
Commercial Rates for Highly-Rated Issuers or London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate in excess of LIBOR | 0.80% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Credit facility capacity | $ 100,000,000 | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 0 | $ 0 | |
Loan commitment maturing October 2022 | |||
Debt Instrument [Line Items] | |||
Credit facility capacity | 250,000,000 | ||
Loan commitment maturing October 2023 | |||
Debt Instrument [Line Items] | |||
Credit facility capacity | $ 250,000,000 |
DEBT (Senior Unsecured Revolvin
DEBT (Senior Unsecured Revolving Credit Facility) (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | |
Senior unsecured revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 750,000,000 | |||
Amount outstanding | $ 0 | $ 0 | ||
Senior unsecured revolving credit facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate in excess of LIBOR | 1.00% | |||
Senior unsecured revolving credit facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 150,000,000 | |||
Secured Receivables Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 600,000,000 | |||
Secured Receivables Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 100,000,000 |
DEBT (Senior Notes Offering) (D
DEBT (Senior Notes Offering) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | May 31, 2020 | |
Debt Instrument [Line Items] | |||
Unamortized discount | $ 10,000,000 | ||
Other Income (Expense) | |||
Debt Instrument [Line Items] | |||
Losses on extinguishment of debt | $ 9,000,000 | ||
Senior Notes | 2.80% Senior Notes due June 2031 | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 550,000,000 | ||
Debt instrument, interest rate | 2.80% | 2.80% | |
Unamortized discount | $ 1,000,000 | ||
Debt issuance costs | $ 5,000,000 | ||
Senior Notes | 2.95% Senior Notes due June 2030 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.95% | ||
Senior Notes | 4.20% Senior Notes due June 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 4.20% |
DEBT (Maturities of Long-Term D
DEBT (Maturities of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instruments [Abstract] | ||
2022 | $ 2 | |
2023 | 2 | |
2024 | 303 | |
2025 | 603 | |
2026 | 503 | |
Thereafter | 2,596 | |
Total maturities of long-term debt | 4,009 | |
Unamortized discount | (10) | |
Debt issuance costs | (25) | $ (28) |
Fair value basis adjustments attributable to hedged debt | 38 | |
Total long-term debt | 4,012 | 4,015 |
Less: Current portion of long-term debt | 2 | 2 |
Total long-term debt, net of current portion | $ 4,010 | $ 4,013 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 15 years |
Renewal term | 15 years |
LEASES (Liabilities) (Details)
LEASES (Liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 597 | $ 604 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating lease assets | Operating lease assets |
Finance lease assets | $ 29 | $ 22 |
Total lease assets | 626 | 626 |
Current operating lease liabilities | $ 151 | $ 141 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Current finance lease liabilities | $ 2 | $ 2 |
Noncurrent operating lease liabilities | $ 494 | $ 499 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation | Long-term Debt and Lease Obligation |
Noncurrent finance lease liabilities | $ 32 | $ 25 |
Total lease liabilities | 679 | 667 |
Right-of-use asset, accumulated amortization | $ 8 | $ 14 |
LEASES (Costs) (Details)
LEASES (Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 321 | $ 300 | $ 294 |
Leases: | |||
Amortization of leased assets | 2 | 6 | 7 |
Interest on lease liabilities | 2 | 3 | 3 |
Net lease cost | 325 | 309 | 304 |
Short-term leases and variable lease costs | $ 140 | $ 120 | $ 120 |
LEASES (Maturity) (Details)
LEASES (Maturity) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases | ||
2022 | $ 169 | |
2023 | 153 | |
2024 | 116 | |
2025 | 83 | |
2026 | 54 | |
Thereafter | 139 | |
Total lease payments | 714 | |
Less: Interest | 69 | |
Present value of lease liabilities | 645 | |
Finance leases | ||
2022 | 4 | |
2023 | 4 | |
2024 | 5 | |
2025 | 5 | |
2026 | 5 | |
Thereafter | 27 | |
Total lease payments | 50 | |
Less: Interest | $ 16 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Present value of lease liabilities | $ 34 | |
Total | ||
2022 | 173 | |
2023 | 157 | |
2024 | 121 | |
2025 | 88 | |
2026 | 59 | |
Thereafter | 166 | |
Total lease payments | 764 | |
Less: Interest | 85 | |
Present value of lease liabilities | $ 679 |
LEASES (Term and Rate) (Details
LEASES (Term and Rate) (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 6 years | 6 years |
Weighted-average remaining lease term,Finance leases | 11 years | 13 years |
Weighted-average discount rate, Operating leases | 3.00% | 3.20% |
Weighted-average discount rate, Finance leases | 6.90% | 8.10% |
FINANCIAL INSTRUMENTS (Narrativ
FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Accumulated net loss from designated or qualifying cash flow hedges | $ (14) | $ (21) |
FINANCIAL INSTRUMENTS (Balance
FINANCIAL INSTRUMENTS (Balance Sheets) (Details) - Long-term Debt - Fair Value Hedging - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Carrying Amount of Hedged Long-Term Debt | $ 0 | $ 0 |
Hedge Accounting Basis Adjustment | $ 38 | $ 51 |
FINANCIAL INSTRUMENTS (Income S
FINANCIAL INSTRUMENTS (Income Statement) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Other income, net | $ 369 | $ 76 | $ 20 |
Other Nonoperating Income (Expense) | |||
Derivative [Line Items] | |||
Hedged items (Long-term debt) | 0 | (68) | (65) |
Other Nonoperating Income (Expense) | Fair Value Hedging | |||
Derivative [Line Items] | |||
Derivatives designated as hedging instruments | $ 0 | $ 68 | $ 65 |
STOCKHOLDERS_ EQUITY AND REDE_3
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Narrative) (Details) - USD ($) | Feb. 03, 2022 | Feb. 28, 2022 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 01, 2021 | Jul. 01, 2015 |
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Preferred stock, par value | $ 1 | $ 1 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||||||||||||
Dividends per common share | $ 0.62 | $ 0.62 | $ 0.62 | $ 0.62 | $ 0.56 | $ 0.56 | $ 0.56 | $ 0.56 | $ 0.53 | $ 0.53 | $ 0.53 | $ 0.53 | |||||||||||
Additional amount authorized | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 700,000,000 | $ 700,000,000 | |||||||||||||||||||||
Treasury stock value acquired cost method | $ 2,222,000,000 | $ 325,000,000 | $ 350,000,000 | ||||||||||||||||||||
Reissuance of shares for employee benefit plan | 2,000,000 | 3,000,000 | 2,000,000 | ||||||||||||||||||||
Shares retired (in shares) | 55,000,000 | ||||||||||||||||||||||
Redeemable noncontrolling interest | $ 79,000,000 | $ 82,000,000 | $ 79,000,000 | $ 82,000,000 | |||||||||||||||||||
Accelerated Share Repurchase Agreements | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Accelerated share repurchases, payment | $ 1,500,000,000 | ||||||||||||||||||||||
Disposed of by Sale | Q2 Solutions | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Percent of ownership interest sold | 40.00% | ||||||||||||||||||||||
UMass Joint Venture | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Ownership percentage by noncontrolling owners | 18.90% | ||||||||||||||||||||||
Treasury Stock, at Cost | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Purchases of treasury stock, shares | 16,000,000 | 2,700,000 | 3,500,000 | ||||||||||||||||||||
Treasury stock value acquired cost method | $ 2,222,000,000 | $ 325,000,000 | $ 350,000,000 | ||||||||||||||||||||
Treasury Stock, at Cost | Accelerated Share Repurchase Agreements | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Purchases of treasury stock, shares | 10,700,000 | ||||||||||||||||||||||
Foreign Currency Translation | Disposed of by Sale | Q2 Solutions | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | $ 20,000,000 | ||||||||||||||||||||||
Foreign Currency Translation Adjustments | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | $ 20,000,000 | $ 3,000,000 | $ 0 | ||||||||||||||||||||
Forecast | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Dividends per common share | $ 2.64 | ||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Dividends per common share | $ 0.66 | ||||||||||||||||||||||
Increase in quarterly dividends as percent | 6.50% | ||||||||||||||||||||||
Additional amount authorized | $ 1,000,000,000 | ||||||||||||||||||||||
Maximum | |||||||||||||||||||||||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
STOCKHOLDERS_ EQUITY AND REDE_4
STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST (Components of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | $ (21) | ||
Net current period other comprehensive income | 7 | $ 18 | $ 20 |
Ending Balance | (14) | (21) | |
Foreign Currency Translation Adjustments | |||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | (27) | (42) | (49) |
Other comprehensive (loss) income before reclassifications | (7) | 12 | 7 |
Amounts reclassified from accumulated other comprehensive loss | 20 | 3 | 0 |
Net current period other comprehensive income | 13 | 15 | 7 |
Ending Balance | (14) | (27) | (42) |
Net Changes in Available-for-Sale Debt Securities | |||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | 8 | 8 | 0 |
Other comprehensive (loss) income before reclassifications | (7) | 0 | 8 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Net current period other comprehensive income | (7) | 0 | 8 |
Ending Balance | 1 | 8 | 8 |
Net Deferred Losses on Cash Flow Hedges, net of tax | |||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | (1) | (4) | (9) |
Other comprehensive (loss) income before reclassifications | 0 | 1 | 3 |
Amounts reclassified from accumulated other comprehensive loss | 1 | 2 | 2 |
Net current period other comprehensive income | 1 | 3 | 5 |
Ending Balance | 0 | (1) | (4) |
Other | |||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | (1) | (1) | (1) |
Other comprehensive (loss) income before reclassifications | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Net current period other comprehensive income | 0 | 0 | 0 |
Ending Balance | (1) | (1) | (1) |
Accumulated Other Comprehensive Loss | |||
Stockholders’ Equity and Redeemable Noncontrolling Interest [Line Items] | |||
Beginning Balance | (21) | (39) | (59) |
Other comprehensive (loss) income before reclassifications | (14) | 13 | 18 |
Amounts reclassified from accumulated other comprehensive loss | 21 | 5 | 2 |
Net current period other comprehensive income | 7 | 18 | 20 |
Ending Balance | $ (14) | $ (21) | $ (39) |
STOCK OWNERSHIP AND COMPENSAT_3
STOCK OWNERSHIP AND COMPENSATION PLANS (Employee and Non-employee Directors Stock Ownership Programs) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Employee Long Term Incentive Plan ELTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual life of stock options and other awards under the shared-based compensation plans | 10 years | ||
Number of shares available for award | 79,000 | ||
Restated Director Long-Term Incentive Plan (DLTIP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual life of stock options and other awards under the shared-based compensation plans | 10 years | ||
Award vesting period | 3 years | ||
Number of shares available for award | 2,400 | ||
Shares granted | 12 | 14 | 14 |
STOCK OWNERSHIP AND COMPENSAT_4
STOCK OWNERSHIP AND COMPENSATION PLANS (Weighted Average Assumptions Used in Valuing Options Granted) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value at grant date (in dollars per share) | $ 21.82 | $ 17.25 | $ 14.30 |
Expected volatility | 25.60% | 20.30% | 20.40% |
Dividend yield | 2.00% | 2.00% | 2.40% |
Risk-free interest rate | 0.60% | 1.50% | 2.50% |
Expected holding period, in years | 4 years 9 months 18 days | 5 years | 5 years 2 months 12 days |
Performance share units with market-based relative TSR goal | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value at grant date (in dollars per share) | $ 150.15 | $ 144.03 | |
Expected volatility | 30.20% | 20.10% | |
Dividend yield | 2.00% | 2.00% | |
Risk-free interest rate | 0.20% | 1.40% |
STOCK OWNERSHIP AND COMPENSAT_5
STOCK OWNERSHIP AND COMPENSATION PLANS (Transactions Under Stock Option Plans) (Details) - Equity Option - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning of year | 6,500 | ||
Options granted | 900 | ||
Exercise of stock options, shares | (1,500) | ||
Options forfeited and cancelled | (200) | ||
Options outstanding, end of year | 5,700 | 6,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, beginning of year weighted average exercise price | $ 90.32 | ||
Options, granted weighted average exercise price | 122.18 | ||
Options exercised weighted average exercise price | 84.09 | ||
Options forfeited and cancelled weighted average exercise price | 107.50 | ||
Options outstanding, end of year weighted average exercise price | $ 96.44 | $ 90.32 | |
Options outstanding, end of year weighted average remaining contractual term | 6 years 6 months | ||
Options outstanding, end of year aggregate intrinsic value | $ 433 | ||
Exercisable, end of year shares | 3,700 | ||
Exercisable, end of year weighted average exercise price | $ 89.17 | ||
Exercisable, end of year weighted average remaining contractual term | 5 years 6 months | ||
Exercisable, end of year aggregate intrinsic value | $ 309 | ||
Vested and expected to vest, end of year shares | 5,600 | ||
Vested and expected to vest, end of year weighted average exercise price | $ 96.22 | ||
Vested and expected to vest, end of year weighted average remaining contractual term | 6 years 4 months 24 days | ||
Vested and expected to vest, end of year aggregate intrinsic value | $ 430 | ||
Total intrinsic value of options exercised | 83 | $ 113 | $ 62 |
Compensation not yet recognized, stock options | $ 7 | ||
Unrecognized stock-based compensation cost weighted average period | 1 year 7 months 6 days |
STOCK OWNERSHIP AND COMPENSAT_6
STOCK OWNERSHIP AND COMPENSATION PLANS (Activities Related to Stock Awards) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Stock-based compensation expense | $ 79 | $ 97 | $ 56 |
Income tax benefit related to stock-based compensation expense | 32 | 39 | 27 |
Share-based compensation, excess tax benefit, amount | $ 19 | $ 23 | $ 13 |
Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding, beginning of year | 1 | 1 | 1.1 |
Shares granted | 0.5 | 0.4 | 0.4 |
Shares vested | (0.5) | (0.4) | (0.4) |
Shares forfeited and cancelled | 0 | 0 | (0.1) |
Shares outstanding, end of year | 1 | 1 | 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Shares outstanding, beginning of year weighted average grant date fair value | $ 100.12 | $ 93.30 | $ 88.13 |
Shares granted weighted average grant date fair value (in dollars per share) | 122.78 | 112.43 | 86.28 |
Shares vested weighted average grant date fair value | 103.41 | 96.36 | 75.58 |
Shares forfeited and cancelled weighted average grant date fair value | 0 | 0 | 94.09 |
Shares outstanding, end of year weighted average grant date fair value | $ 107.46 | $ 100.12 | $ 93.30 |
Unrecognized stock-based compensation cost | $ 27 | ||
Unrecognized stock-based compensation cost weighted average period | 1 year 6 months | ||
Total fair value of shares vested | $ 59 | $ 37 | $ 40 |
STOCK OWNERSHIP AND COMPENSAT_7
STOCK OWNERSHIP AND COMPENSATION PLANS (Employee Stock Purchase Plan and Defined Contribution Plans) (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Company's expense for contributions to its defined contribution plans | $ 93 | $ 64 | $ 84 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amended company match percentage of employee contributions | 5.00% | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of maximum annual wages witheld for the ESPP | 10.00% | ||
Market price of company stock issued at a discount under the ESPP | 95.00% | ||
Number of shares available for award | 9,000 | ||
Shares purchased by eligible employees under ESPP | 200 | 225 | 269 |
STOCK OWNERSHIP AND COMPENSAT_8
STOCK OWNERSHIP AND COMPENSATION PLANS (Supplemental Deferred Compensation Plans) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Maximum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Amended company match percentage of employee contributions | 5.00% | |
Supplemental Deferred Compensation Plan | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
SDCP salary deferral | 50.00% | |
SDCP variable incentive compensation deferral | 95.00% | |
SDCP accrual | $ 77,000 | $ 67,000 |
Funds in a trust pertaining to all participant deferrals and company matching amounts related to the SDCP | $ 77,000 | 67,000 |
Supplemental Deferred Compensation Plan | Maximum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Amended company match percentage of employee contributions | 5.00% | |
SDCP II [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Amended company match percentage of employee contributions | 25.00% | |
SDCP accrual | $ 66,000 | 59,000 |
SDCP II vesting period | 4 years | |
SDCP II graded vesting percentage | 25.00% | |
Cash surrender value of life insurance policies | $ 57,000 | $ 50,000 |
SDCP II [Member] | Maximum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Deferred compensation arrangement with individual, employer contribution | $ 5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)claim | Oct. 31, 2021USD ($) | |
Debt Instrument [Line Items] | ||||
Purchase obligation | $ 252,000,000 | |||
Purchase obligation, 2022 | 53,000,000 | |||
Purchase obligation, 2023 through 2024 | $ 87,000,000 | |||
Agreement to outsource billing and collection function | 10 years | |||
Remaining terms of lease obligations, maximum | 26 years | |||
New claims filed (in lawsuits) | claim | 2 | |||
Litigation reserves | $ 4,000,000 | $ 1,000,000 | ||
Self-insurance reserves | 159,000,000 | $ 138,000,000 | ||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 70,000,000 | |||
Secured Receivables Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 600,000,000 | |||
Secured Receivables Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facility capacity | $ 100,000,000 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Percentage of net revenues from the DIS business | 100.00% | 100.00% | 100.00% |
Total net revenues | $ 10,788 | $ 9,437 | $ 7,726 |
Total operating income | 2,381 | 1,971 | 1,231 |
Non-operating expenses, net | 218 | (87) | (155) |
Income from continuing operations before income taxes and equity in earnings of equity method investees | 2,599 | 1,884 | 1,076 |
Income tax expense | (597) | (460) | (247) |
Equity in earnings of equity method investees, net of taxes | 78 | 75 | 57 |
Income from continuing operations | 2,080 | 1,499 | 886 |
Income (loss) from discontinued operations, net of taxes | 0 | 0 | 20 |
Net income | 2,080 | 1,499 | 906 |
Less: net income attributable to noncontrolling interests | 85 | 68 | 48 |
Net income attributable to Quest Diagnostics | 1,995 | 1,431 | 858 |
Depreciation and amortization | 408 | 361 | 329 |
Total capital expenditures | 403 | 418 | 400 |
Routine clinical testing and other services | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 4,293 | 3,836 | 4,206 |
COVID-19 testing services | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2,770 | 2,723 | 0 |
Gene-based and esoteric (including advanced diagnostics) testing services | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 2,878 | 2,098 | 2,620 |
Anatomic pathology testing services | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 553 | 482 | 579 |
All other services | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | $ 294 | $ 298 | $ 321 |
DIS business | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues from the DIS business | 97.00% | 97.00% | 96.00% |
Total net revenues | $ 10,494 | $ 9,139 | $ 7,405 |
Total operating income | 2,646 | 2,201 | 1,298 |
Depreciation and amortization | 294 | 249 | 226 |
Total capital expenditures | 379 | 394 | 373 |
All other operating segments | |||
Segment Reporting Information [Line Items] | |||
Total net revenues | 294 | 298 | 321 |
Total operating income | 29 | 39 | 42 |
Depreciation and amortization | 10 | 8 | 6 |
Total capital expenditures | 14 | 15 | 20 |
General corporate income (expenses), Net | |||
Segment Reporting Information [Line Items] | |||
Total operating income | (294) | (269) | (109) |
Depreciation and amortization | 104 | 104 | 97 |
Total capital expenditures | $ 10 | $ 9 | $ 7 |
Minimum | DIS business | |||
Segment Reporting Information [Line Items] | |||
Percentage of net revenues from the DIS business | 95.00% | 95.00% | 95.00% |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - NID $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on settling uncertain tax benefits | $ 20 |
Refund from taxing authorities related to settlement of the uncertain tax benefits | $ 28 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Feb. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Cash consideration | $ 331 | $ 351 | $ 58 | |
Subsequent Event | Pack Health, LLC | ||||
Subsequent Event [Line Items] | ||||
Cash consideration | $ 105 | |||
Contingent consideration arrangements, range of outcomes, value, high | $ 20 |
Schedule II - Valuation Accou_2
Schedule II - Valuation Accounts and Reserves (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 28 | $ 15 | $ 15 |
Provision for doubtfull accounts | 4 | 19 | 11 |
Net deductions and other | 1 | 6 | 11 |
Ending balance | $ 31 | $ 28 | $ 15 |