← Back to DGX filing summaryOriginal filing text · Part I
Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Quest Diagnostics Inc · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
We address our exposure to market risks, principally the risk of changes in interest rates, through a controlled program of risk management that includes the use of derivative financial instruments. We do not hold or issue derivative financial instruments for speculative purposes. We seek to mitigate the variability in cash outflows that result from changes in interest rates by maintaining a balanced mix of fixed-rate and variable-rate debt obligations. In order to achieve this objective, we have 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 are recognized as an adjustment to interest expense, net. We believe that our exposures to foreign exchange impacts and changes in commodity prices are not material to our consolidated results of operations, financial position or cash flows.
As of June 30, 2026 and December 31, 2025, the fair value of our debt was estimated at approximately $5.6 billion and $5.7 billion, respectively, principally using quoted prices in active markets and yields for the same or similar types of borrowings, taking into account the underlying terms of the debt instruments. As of June 30, 2026 and December 31, 2025, the estimated fair value was (less than) more than the carrying value of the debt by $(5) million and $59 million, respectively. A hypothetical 10% increase in interest rates (representing 49 basis points and 44 basis points as of June 30, 2026 and December 31, 2025, respectively) would potentially reduce the estimated fair value of our debt by approximately $152 million and $135 million as of June 30, 2026 and December 31, 2025, respectively.
Borrowings under our secured receivables credit facility and our senior unsecured revolving credit facility are subject to variable interest rates. Interest on our secured receivables credit facility is based on either commercial paper rates for highly-rated issuers or the adjusted Term Secured Overnight Financing Rate ("Term SOFR"), plus a spread. Interest on our senior unsecured revolving credit facility is based on certain published rates plus an applicable margin based on changes in our public debt ratings. As such, our borrowing cost under this credit arrangement is subject to fluctuations in interest rates and changes in our public debt ratings. As of June 30, 2026, the borrowing rates under these debt instruments were: for our secured receivables credit facility, commercial paper rates for highly-rated issuers or the adjusted Term SOFR, plus a spread of 0.80%; and for our senior unsecured revolving credit facility, the adjusted Term SOFR, plus 1.00%. As of June 30, 2026, there were no borrowings outstanding under either the secured receivables credit facility or the senior unsecured revolving credit facility.
The notional amount of fixed-to-variable interest rate swaps outstanding as of both June 30, 2026 and December 31, 2025 was $1.8 billion. The aggregate net fair value of the fixed-to-variable interest rate swaps was $(21) million and $14 million, in a net (liability) asset position, as of June 30, 2026 and December 31, 2025, respectively.
Based on our net exposure to interest rate changes, a hypothetical 10% change to the variable rate component of our variable-rate indebtedness would not materially change our annual interest expense. A hypothetical 10% change in the SOFR curve (representing a 39 basis points change in the weighted average yield) would potentially change the fair value of our fixed- to-variable interest rate swaps by $43 million.
For further details regarding our outstanding debt, see Note 7 to the interim unaudited consolidated financial statements and Note 13 to the audited consolidated financial statements included in our 2025 Annual Report on Form 10-K. For details regarding our financial instruments and hedging activities, see Note 8 to the interim unaudited consolidated financial statements and Note 15 to the audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.
Risk Associated with Investment Portfolio
Our 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 our consolidated balance sheet with changes in fair value recorded in current earnings in our consolidated statement of operations. 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.
We regularly evaluate equity investments that do not have readily determinable fair values to determine if there are any indicators that the investments are impaired. The carrying value of our equity investments that do not have readily determinable fair values was $47 million as of June 30, 2026. In conjunction with the preparation of our June 30, 2026 financial statements, we considered whether the carrying values of our investments were impaired and concluded that no such impairment existed.
37
Table of Contents
We do not hedge our equity price risk. The impact of an adverse movement in equity prices on our holdings in privately held companies cannot be easily quantified as our ability to realize returns on investments depends on, among other things, the enterprises’ ability to raise additional capital or derive cash inflows from continuing operations or through liquidity events such as initial public offerings, mergers or private sales.
Liquidity and Capital Resources
Six Months Ended June 30,
2026 2025 Change
(dollars in millions)
Net cash provided by operating activities $ 875 $ 858 $ 17
Net cash used in investing activities (286) (239) (47)
Net cash used in financing activities (381) (854) 473
Effect of exchange rate changes on cash and cash equivalents and restricted cash (2) 5 (7)
Net change in cash and cash equivalents and restricted cash $ 206 $ (230) $ 436
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly-liquid short-term investments with original maturities, at the time of acquisition, of three months or less. Cash and cash equivalents as of June 30, 2026 totaled $626 million, compared to $420 million as of December 31, 2025.
As of June 30, 2026, approximately 12% of our $626 million of consolidated cash and cash equivalents were held outside of the United States.
Cash Flows from Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2026 and 2025 was $875 million and $858 million, respectively. The $17 million increase in net cash provided by operating activities for the six months ended June 30, 2026, compared to the prior year period, was primarily a result of increased operating income being substantially offset by the prior year period including a $46 million gain from a payroll tax credit under the CARES Act.
Days sales outstanding, a measure of billing and collection efficiency, was 50 days as of June 30, 2026, 48 days as of December 31, 2025 and 47 days as of June 30, 2025.
Cash Flows from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $286 million and $239 million, respectively. This $47 million increase in net cash used in investing activities for the six months ended June 30, 2026, compared to the prior year period, was primarily a result of increased cash used for capital expenditures and business acquisitions.
Cash Flows from Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 and 2025 was $381 million and $854 million, respectively. The prior year period includes the repayment in full of the outstanding indebtedness under our $600 million of 3.50% Senior Notes due March 30, 2025 at maturity. The current year period includes approximately $100 million of treasury stock purchases.
During the six months ended June 30, 2026, we completed the issuance of the 2036 Senior Notes and repaid in full at maturity our $500 million of 3.45% Senior Notes due June 1, 2026. During the six months ended June 30, 2026, there were no borrowings or repayments under our secured receivables credit facility or our senior unsecured revolving credit facility.
During the six months ended June 30, 2025, we borrowed $400 million under our secured receivables credit facility, which was repaid prior to June 30, 2025. During the six months ended June 30, 2025, there were no borrowings or repayments under our senior unsecured revolving credit facility.
Dividend Program
38
Table of Contents
During each of the first and second quarters of 2026, our Board of Directors declared a quarterly cash dividend of $0.86 per common share. During each of the four quarters of 2025, our Board of Directors declared a quarterly cash dividend of $0.80 per common share.
Share Repurchase Program
In February 2026, our Board of Directors authorized us to repurchase an additional $1 billion of our common stock. As of June 30, 2026, $1.3 billion remained available under our share repurchase authorization. The share repurchase authorization has no set expiration or termination date.
Share Repurchases
For the six months ended June 30, 2026, we repurchased 0.5 million shares of our common stock for $100 million.
For the six months ended June 30, 2025, we repurchased no shares of our common stock.
Contractual Obligations
A description of the terms of our indebtedness and related debt service requirements is contained in Note 7 to the interim unaudited consolidated financial statements and Note 13 to the audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.
A discussion of our lease obligations is contained in Note 14 to the audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.
A discussion of our noncancellable commitments to purchase products or services is contained in Note 18 to the audited consolidated financial statements included in our 2025 Annual Report on Form 10-K.
Equity Method Investees
Our equity method investees primarily consist of a diagnostic information services joint venture and an investment in a fund that purchases strategic holdings in private companies in the healthcare industry. Such investees are accounted for under the equity method of accounting. Our investment in equity method investees is less than 5% of our consolidated total assets. Our proportionate share of income before income taxes associated with our equity method investees is less than 5% of our consolidated income before income taxes and equity in earnings of equity method investees. We have no material unconditional obligations or guarantees to, or in support of, our equity method investees and their operations.
In conjunction with the preparation of our June 30, 2026 financial statements, we considered whether the carrying values of our equity method investments were impaired and concluded that no such impairment existed.
Requirements and Capital Resources
We estimate that we will invest approximately $550 million during 2026 for capital expenditures, to support and grow our existing operations, principally related to investments in laboratory equipment and facilities, including laboratory automations and information technology to support our diagnostic offerings.
In February 2025, we committed to a multi-year project ("Project Nova") to modernize our "Order-to-Cash" business processes including related information technology infrastructure and underlying enabling technologies. We expect to deliver value throughout the implementation of Project Nova, as it unlocks a variety of streamlined operational benefits, reduced technology-related operating costs, accelerated revenue opportunities and improvements to the customer and patient experience. See our 2025 Annual Report on Form 10-K for further details.
As of June 30, 2026, we had $1.3 billion of borrowing capacity available under our existing credit facilities, including $518 million available under our secured receivables credit facility and $750 million available under our senior unsecured revolving credit facility. There were no borrowings outstanding under the secured receivables credit facility and no borrowings outstanding under the senior unsecured revolving credit facility as of June 30, 2026. In support of our risk management program, $82 million in letters of credit under the secured receivables credit facility were outstanding as of June 30, 2026.
39
Table of Contents
Our 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. Our senior unsecured revolving credit facility is also subject to certain financial covenants and limitations on indebtedness. As of June 30, 2026, we were in compliance with all such applicable financial covenants.
We believe that our cash and cash equivalents and cash from operations, together with our borrowing capacity under our credit facilities, will provide sufficient financial flexibility to fund seasonal and other working capital requirements, capital expenditures, debt service requirements and other obligations, cash dividends on common shares, share repurchases and additional growth opportunities, including acquisitions, for the foreseeable future. However, should it become necessary, we believe that our credit profile should provide us with access to additional financing in order to fund normal business operations, make interest payments, fund additional growth opportunities, including acquisitions, and satisfy upcoming debt maturities.
Forward-Looking Statements
Some statements and disclosures in this document are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan”, "aim", or “continue.” These forward-looking statements are based on our current plans and expectations and are subject to a number of risks and uncertainties that could cause our plans and expectations, including actual results, to differ materially from the forward-looking statements. Risks and uncertainties that may affect our future results include, but are not limited to, uncertain and volatile economic conditions, adverse results from pending or future government investigations, lawsuits or private actions, the competitive environment, the complexity of billing, reimbursement and revenue recognition for clinical laboratory testing, changes in government policies, including related to trade, and regulations, changing relationships with customers, payers, suppliers and strategic partners, acquisitions and other factors discussed in our most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including those discussed in the “Business,” “Risk Factors,” “Cautionary Factors that May Affect Future Results” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports.