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STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST | 12 Months Ended
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Dec. 31, 2023
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 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. For the years ended December 31, 2023, 2022, and 2021, 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 2023, 2022 and 2021 were as follows:
| Foreign Currency Translation Adjustments |  | Net Changes in Available-for-Sale Debt Securities |  | Net Deferred Gains on Cash Flow Hedges, net of tax |  | Other |  | Accumulated Other Comprehensive Loss
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) |
Other comprehensive loss before reclassifications | (8) |  |  | — |  |  | — |  |  | — |  |  | (8) |
Amounts reclassified from accumulated other comprehensive loss | — |  |  | — |  |  | 1 |  |  | — |  |  | 1 |
Net current period other comprehensive (loss) income | (8) |  |  | — |  |  | 1 |  |  | — |  |  | (7) |
Balance, December 31, 2022 | (22) |  |  | 1 |  |  | 1 |  |  | (1) |  |  | (21) |
Other comprehensive income before reclassifications | 5 |  |  | — |  |  | 1 |  |  | — |  |  | 6 |
Amounts reclassified from accumulated other comprehensive loss | — |  |  | — |  |  | 1 |  |  | — |  |  | 1 |
Net current period other comprehensive income | 5 |  |  | — |  |  | 2 |  |  | — |  |  | 7 |
Balance, December 31, 2023 | $ | (17) |  |  | $ | 1 |  |  | $ | 3 |  |  | $ | (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 (expense), net. See Note 7 for further details. For the years ended December 31, 2023, 2022 and 2021, the gross deferred gains (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 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.71 per common share. During each of the four quarters of 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.66 per common share. 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. In February 2024, the Company announced that its Board of Directors authorized a 5.6% increase in its quarterly cash dividend from $0.71 to $0.75 per share, or $3.00 per share annually, commencing with the dividend payable in April 2024. Share Repurchase Program In February 2023, the Company's Board of Directors increased the size of its share repurchase program by $1 billion. As of December 31, 2023, $1.0 billion remained available under the Company's share repurchase authorization. The share repurchase authorization has no set expiration or termination date. Share Repurchases For the year ended December 31, 2023, the Company repurchased 2.0 million shares of its common stock for $276 million. For the year ended December 31, 2022, the Company repurchased 10.1 million shares of its common stock for $1.4 billion. 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. Shares Reissued from Treasury Stock For each of the years ended December 31, 2023, 2022 and 2021, the Company reissued 2 million shares 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 In connection with the sale of an 18.9% noncontrolling interest in a subsidiary to UMass on July 1, 2015, the Company granted UMass the right to require the Company to purchase all of its interest in the subsidiary at fair value commencing July 1, 2020. The subsidiary performs diagnostic information services in a defined territory within the state of Massachusetts. Since the redemption of the noncontrolling interest is outside of the Company's control, it has been presented outside of stockholders' equity at the greater of its carrying amount or its fair value. The Company records changes in the fair value of the noncontrolling interest immediately as they occur. As of December 31, 2023 and 2022, the redeemable noncontrolling interest was $76 million and $77 million, respectively, and was presented at its fair value.

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