What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-12 compared with 2020-02-18 · 132 added, 109 removed, 428 unchanged (36% of the section changed)

4 unchanged sentences

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon our evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

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The current executive officers of the Company are as follows:

Chairman, Chief Executive Officer, and President

Name Age Position

Ari Bousbib 59 Chairman and Chief Executive Officer

60 Executive Vice President and Chief Financial Officer

Richard Staub, III

President, Research & Development Solutions

President, Information & Technology Solutions

Executive Vice President, General Counsel and Secretary

Ari Bousbib, Director, Chairman, Chief Executive Officer and President

Bousbib is Chairman, Chief Executive Officer and President of the Company.

Richard Staub, III 58 President, Research & Development Solutions

Knightly 60 President, Technology & Commercial Solutions

Eric Sherbet 56 Executive Vice President, General Counsel and Secretary

Ari Bousbib, Director, Chairman and Chief Executive Officer

Bousbib is Chairman and Chief Executive Officer of the Company.

He assumed this position in October 2016 following the Merger of Quintiles and IMS Health.

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from Columbia University.

McDonnell, Executive Vice President and Chief Financial Officer

McDonnell has served as Executive Vice President and Chief Financial Officer since December 2015.

Prior to joining the Company, Mr.

McDonnell served as the Executive Vice President and Chief Financial Officer of Intelsat, a leading global provider of satellite services, from November 2008 to December 2015.

He previously served as Executive Vice President and Chief Financial Officer of MCG Capital Corporation, a publicly-held commercial finance company, from September 2004 through October 2008 and as its Chief Operating Officer from August 2006 to October 2008.

Before joining MCG Capital Corporation, Mr.

McDonnell served as Executive Vice President and Chief Financial Officer for EchoStar Communications Corporation (f/k/a DISH Network Corporation), a direct-to-home satellite television operator, from July 2004 to August 2004 and as its Senior Vice President and Chief Financial Officer from August 2000 to July 2004.

McDonnell spent 14 years at PricewaterhouseCoopers LLP, including four years as a partner.

McDonnell has a Bachelor of Science degree in accounting from Georgetown University and is a certified public accountant.

Bruehlman, Executive Vice President and Chief Financial Officer

Bruehlman was appointed as Executive Vice President and Chief Financial Officer effective August 1, 2020.

Bruehlman previously served as Senior Vice President and Chief Financial Officer of IMS Health from July 2011 until the merger of IMS Health and Quintiles in 2016.

Bruehlman also currently serves as Chairman of the Board of Directors at Q2 Solutions, an IQVIA and Quest Diagnostics joint venture.

Prior to joining IMS Health, Mr.

Bruehlman worked for 23 years at UTC, advancing through finance positions of increasing responsibility, culminating in his appointment as Vice President, Business Development, which he held from June 2009 to April 2011, where he led the company’s global strategy and development activities.

From June 2005 until May 2008, he was Vice President and Chief Financial Officer of Carrier Corporation.

Prior to that, Mr.

Bruehlman was Vice President, Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC.

Bruehlman has served as a director of The Connecticut Forum since 2005.

He also served as a director of The New England Air Museum from 2009 through 2013.

Bruehlman has a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A.

from the University of Chicago.

Richard Staub, III, President, Research & Development Solutions

Staub has served as President, Research & Development Solutions since December 2016.

Staub has served as President, Research & Development Solutions since November 2016.

Previously Mr.

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Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill.

Knightly, President, Information & Technology Solutions

Knightly has served as President, Information & Technology Solutions since October 2016.

Knightly, President, Technology & Commercial Solutions

Knightly has served as President, Technology & Commercial Solutions since October 2016.

Previously Mr.

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The information required by this item is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the 2021 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, will be set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2021 Proxy Statement, which information is incorporated herein by reference.

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Equity Compensation Plan Information

Plan Category

Number of Securities

to be issued Upon

Outstanding Options,

Warrants and Rights

Weighted Average

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(excluding securities

reflected in column (a))

Equity compensation plans

approved by security holders

Equity compensation plans not

approved by security holders

Plan Category Number of Securities

to be issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted Average Exercise Price of Outstanding Options,Warrants and Rights (b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a) (c)

Equity compensation plans approved by security holders

6,133,224 (1)

$ 105.50 (3) 10,700,716 (4)

Equity compensation plans not approved by security holders

Total 6,159,951 $ 105.50 (3) 10,700,716

(1) Consists of:

(i) 4,773,969 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs;

(ii) 419,715 shares of common stock issuable in settlement of outstanding restricted stock units awarded and (ii) 979,433 shares of common stock issuable in settlement of outstanding performance units awarded.

Excludes (i) 190,937 shares of common stock subject to outstanding awards of restricted stock and (ii) 76,374 shares of common stock subject to outstanding awards of performance stock.

(ii) 571,506 shares of common stock issuable in settlement of outstanding restricted stock units awarded;

(iii) 786,165 shares of common stock issuable in settlement of outstanding performance units awarded;

and (iv) 1,584 shares of deferred common stock outstanding under the Director Deferral Plan.

Excludes (i) 127,292 shares of common stock subject to outstanding awards of restricted stock.

(2) Consists of outstanding awards issued to certain executives with supplemental pension benefits in accordance with their individual employment arrangements under the IMS Health DCERP.

The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, restricted stock, performance units or performance stock or IMS Health DCERP awards, all of which do not have an exercise price.

(3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, restricted stock, performance units or performance stock, deferred stock or IMS Health DCERP awards, all of which do not have an exercise price.

If restricted stock units, performance units and other awards that constitute “rights” were included in this calculation, treating such awards as having an exercise price of $0, the weighted average exercise price of outstanding options, warrants and rights would be $82.12.

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Incorporated by Reference

Exhibit Description

Exhibit Number Exhibit Description Filed Herewith

Form File No.

Exhibit Filing Date

2.1* Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc.

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(which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto).

2.1 May 3, 2016

3.1 Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective November 6, 2017 (as amended through November 6, 2017).

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3.2 Amended and Restated Bylaws of IQVIA Holdings Inc., effective February 11, 2020.

10-K 001-35907

3.2 February 18, 2020

4.1 Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc.

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Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.

4.1 May 10, 2019

4.11 Indenture, dated August 13, 2019, among IQVIA Inc., as Issuer, U.S.

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4.1 August 13, 2019

4.12 Indenture, dated June 24, 2020, among IQVIA Inc., as Issuer, U.S.

Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.

8-K 001-35907

4.1 June 24, 2020

10.1 Fourth Amended and Restated Credit Agreement, dated as of October 3, 2016, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto and the Lenders party thereto (Annex B to Exhibit 10.9 filed October 3, 2016).

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3, dated April 6, 2018, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, by and among IQVIA Inc., IQVIA Holdings Inc., the other Borrowers party thereto, the other Guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the Incremental Revolving Credit Lenders party thereto.

10.1 May 4, 2018

10.5 Amendment No.

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10.1 August 13, 2019

Incorporated by Reference

Exhibit Description

10.7 Amendment No.

6 to Fourth Amended and Restated Credit Agreement, dated December 18, 2019, among IQVIA Inc., IQVIA Holdings Inc., the other guarantors party thereto, Bank of America, N.A.

as administrative agent and collateral agent,

the Term B-2 Dollar Lenders and Bank of America N.A., as Replacement Lender.

as administrative agent and collateral agent, the Term B-2 Dollar Lenders and Bank of America N.A., as Replacement Lender.

10.1 December 18, 2019

10.8 Amendment No.

7 to Fourth Amended and Restated Credit Agreement, dated March 11 , 20 20 , among IQVIA Inc., IQVIA Holdings Inc., the other guarantors party thereto, Bank of America, N.A.

as administrative agent and collateral agent, and the Incremental Term A -2 Dollar Lenders

10-Q 001-35907

10.1 April 30, 2020

10.9 Amendment No.

8 to Fourth Amended and Restated Credit Agreement, dated March 30 , 2020, among IQVIA Inc., IQVIA Holdings Inc., the other guarantors party thereto, Bank of America, N.A.

as administrative agent and collateral agent, and the Incremental Term A-2 Dollar Lenders

10-Q 001-35907

10.2 April 30, 2020

10.10 Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent.

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and the stockholders identified therein.

10.4 May 3, 2016

Form of Director Indemnification Agreement.

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2013 Stock Incentive Plan.

10.2 May 1, 2014

10.24† Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc.

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10.7 October 3, 2016

Incorporated by Reference

Exhibit Description

IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated.

IMS Health S-1

10.10 January 2, 2014

First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009.

IMS Health S-1

10.12 January 2, 2014

Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009.

IMS Health S-1

10.13 January 2, 2014

Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011.

IMS Health S-1

10.14 January 2, 2014

Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016).

IMS Health 10-Q

10.3 July 28, 2016

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2010 Equity Incentive Plan, as amended and restated.

IMS Health S-1/A

10.16 February 13, 2014

Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.17 January 2, 2014

Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.18 January 2, 2014

Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.19 January 2, 2014

Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.20 January 2, 2014

Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.21 January 2, 2014

10.46† Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.22 January 2, 2014

IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011.

IMS Health S-1

10.15 January 2, 2014

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Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan.

IMS Health 8-K

10.1 February 10, 2015

Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan.

IMS Health 8-K

10.2 February 10, 2015

2014 IMS Health Annual Incentive Plan.

IMS Health S-1/A

10.30 March 10, 2014

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February 22, 2017

Incorporated by Reference

Exhibit Description

10.53† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.8 May 8, 2017

10.54† Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.9 May 8, 2017

10.55† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.10 May 8, 2017

10.56† Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017.

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10.60 February 19, 2019

Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc.

and Ari Bousbib, dated December 1, 2010.

February 13, 2014

Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc.

and Ari Bousbib, dated December 1, 2010.

February 13, 2014

10.61† Stock Appreciation Rights Agreement between IMS Health Holdings, Inc.

and Ari Bousbib, dated February 10, 2015.

IMS Health 10-K

10.34 February 19, 2016

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and Ari Bousbib dated February 10, 2015.

IMS Health 10-K

10.35 February 19, 2016

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and Ari Bousbib dated December 31, 2015.

IMS Health 10-K

10.36 February 19, 2016

Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp.

October 19, 2015

Letter agreement between the Company and Michael R.

McDonnell effective on October 3, 2016.

October 3, 2016

10.66† Letter Agreement between the Company and W.

Richard Staub, III, effective on December 1, 2016.

Richard Staub, III, effective on November 30, 2016.

10.104 February 16, 2017

1 unchanged sentence

10.72 February 19, 2019

10.68† Letter Agreement between the Company and Ronald Bruehlman, effective on August 1, 2020.

10-Q 001-35907

10.10 October 22, 2020

21.1 List of Subsidiaries of IQVIA Holdings Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Description

101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T:

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IQVIA HOLDINGS INC.

/s/ Michael R.

Executive Vice President and Chief Financial Officer

/s/ Ronald E.

Executive Vice President and Chief

Financial Officer

February 12, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated

Signature Title Date

/s/ Ari Bousbib

Chairman, and Chief Executive Officer;

(Principal Executive Officer)

February 12, 2021

/s/ Michael R.

Ari Bousbib (Principal Executive Officer)

/s/ Ronald E.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 12, 2021

/s/ Emmanuel Korakis

Bruehlman (Principal Financial Officer)

/s/ Emmanuel N.

Senior Vice President, Corporate Controller

(Principal Accounting Officer)

February 12, 2021

Emmanuel Korakis

February 18, 2020

/s/ Jonathan J.

Korakis (Principal Accounting Officer)

February 12, 2021

/s/ Michael J.

February 12, 2021

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February 12, 2021

February 18, 2020

Director February 12, 2021

(2) Financial Statement Schedules

6 unchanged sentences

Selling, general and administrative expenses $ — $ — $ 2

Merger related costs

Loss from operations — — ( 2 )

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Equity in earnings of subsidiary 279 191 260

Net income $ 279 $ 191 $ 259

IQVIA HOLDINGS INC.

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(in millions) 2020 2019 2018

Comprehensive (loss) income adjustments:

Unrealized (losses) gains on derivative instruments, net of income tax

expense (benefit) of $ 4 , ($ 5 ) and $ 1

Net income $ 279 $ 191 $ 259

Comprehensive income (loss) adjustments:

Unrealized (losses) gains on derivative instruments, net of income tax expense (benefit) of $( 10 ), $ 4 and $( 5 )

( 30 ) ( 15 ) 1

Defined benefit plan adjustments, net of income tax (benefit) expense of

$( 15 ), $ 5 and $( 4 )

Foreign currency translation, net of income tax (benefit) expense of

($ 30 ), $ 50 and ($ 201 )

( 54 ) ( 30 ) ( 8 )

Foreign currency translation, net of income tax (benefit) expense of $( 145 ), $( 30 ) and $ 50

180 ( 41 ) ( 255 )

Reclassification adjustments:

(Gains) losses on derivative instruments included in net income, net of

income tax expense of $—, $ 1 and $—

Amortization of actuarial losses and prior service costs included in net

Comprehensive (loss) income

Losses (gains) on derivative instruments included in net income, net of income tax expense of $ 3 , $ — and $ 1

10 ( 1 ) ( 12 )

Amortization of actuarial losses and prior service costs included in net income — — 1

Comprehensive income (loss) $ 385 $ 104 $ ( 14 )

IQVIA HOLDINGS INC.

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Receivable from parent company — —

Total assets $ 9,667 $ 9,670

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Stockholders’ equity:

Common stock and additional paid-in capital, 400.0 shares authorized at

December 31, 2019 and 2018, $ 0.01 par value, 253.0 shares issued and 192.3 shares

outstanding at December 31, 2019;

251.5 shares issued and 197.5 shares outstanding

at December 31, 2018

Common stock and additional paid-in capital, 400.0 shares authorized at December 31, 2020 and 2019, $ 0.01 par value, 254.7 shares issued and 191.2 shares outstanding at December 31, 2020;

253.0 shares issued and 192.3 shares outstanding at December 31, 2019

11,095 11,049

Retained earnings 1,277 998

Treasury stock, at cost, 60.7 and 54.0 shares at December 31, 2019 and 2018,

Treasury stock, at cost, 63.5 and 60.7 shares at December 31, 2020 and 2019, respectively

( 6,166 ) ( 5,733 )

Accumulated other comprehensive (loss) income ( 205 ) ( 311 )

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Operating activities:

Adjustments to reconcile net income to cash provided by operating

Net Income $ 279 $ 191 $ 259

Adjustments to reconcile net income to cash provided by operating activities:

Subsidiary loss ( 279 ) — 143

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Net cash provided by operating activities 191 404

$ — $ 191 $ 404

Investing activities:

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Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in 2020, 2019 and 2018:

(in millions)

(in millions) Amount

Paid in December 2020 $ 81

Paid in November 2019

Paid in September 2019

Paid in August 2019

Paid in June 2019

Paid in May 2019

Paid in October 2020 20

Paid in July 2020 2

Paid in March 2020 44

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Paid in November 2019 255

Paid in October 2018

Paid in September 2019 74

Paid in August 2019 239

Paid in June 2019 94

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Paid in November 2018 146

Paid in October 2018 132

Paid in September 2018 118

Paid in August 2017

Paid in June 2018 414

Paid in May 2018 154

1 unchanged sentence

Paid in February 2018 37

Paid in January 2017

Total paid in 2018 $ 1,394

1 unchanged sentence

Deferred Tax Asset Valuation Allowance

(in millions)

Additions (Deductions) (b)

(in millions) Balance at Beginning of Year Charged to Expenses Charged to Other Accounts(a) Additions (Deductions) (b) Balance at End of Year

December 31, 2020 $ 266 $ 40 $ — $ — $ 306

1 unchanged sentence

December 31, 2018 $ 200 $ 23 $ — $ 3 $ 226

Recorded through purchase accounting transaction.

Impact of reductions recorded to expense and translation adjustments.

(a) Recorded through purchase accounting transaction.

(b) Impact of reductions recorded to expense and translation adjustments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures