IQVIA HOLDINGS INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Exchange Act, as amended, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. 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 108 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 Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information On February 11, 2020, the Board of the Company amended the Company’s Amended and Restated Bylaws (the “Bylaws”) to implement a proxy access provision. The Bylaws include a new Section 1.3, which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to the greater of 2 nominees or 20% of the Board, subject to the terms and conditions set forth in the Bylaws. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference. 109 PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this Item, other than the information regarding the executive officers of the Company set forth below, is incorporated by reference to the sections of our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”) entitled “Proposal No. 1: Election of Directors”, “IQVIA’s Corporate Governance—Documents Establishing our Corporate Governance” and “IQVIA’s Corporate Governance—Committees of the Board.” The current executive officers of the Company are as follows: Name Age Position Ari Bousbib 59 Chairman and Chief Executive Officer Ronald E. Bruehlman 60 Executive Vice President and Chief Financial Officer W. Richard Staub, III 58 President, Research & Development Solutions Kevin C. Knightly 60 President, Technology & Commercial Solutions Eric Sherbet 56 Executive Vice President, General Counsel and Secretary Ari Bousbib, Director, Chairman and Chief Executive Officer Mr. 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. From 2010 until the Merger, Mr. Bousbib served as Chairman and CEO of IMS Health. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), an aerospace, defense and building systems company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, with executive leadership responsibilities for the worldwide operations of Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 to 2002, he served as its Chief Operating Officer. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton. Mr. Bousbib currently serves on the board of directors of The Home Depot, Inc. and is a member of the Harvard Medical School Health Care Policy Advisory Council. Mr. Bousbib holds a Master of Science Degree in Mathematics and Mechanical Engineering from the Ecole Superieure des Travaux Publics, Paris, and an M.B.A. from Columbia University. Ronald E. Bruehlman, Executive Vice President and Chief Financial Officer Mr. Bruehlman was appointed as Executive Vice President and Chief Financial Officer effective August 1, 2020. Mr. 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. Mr. 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. Mr. 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. Mr. Bruehlman has a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A. from the University of Chicago. W. Richard Staub, III, President, Research & Development Solutions Mr. Staub has served as President, Research & Development Solutions since November 2016. Previously Mr. Staub served as President of Novella Clinical, a Quintiles company, since 2013. Prior to Novella’s 2013 acquisition by Quintiles, Mr. Staub served as both president and CEO of Novella Clinical since 2008. Before joining Novella Clinical in 2004, Mr. Staub was senior vice president of global business development for one of the world’s largest clinical research organizations. Mr. Staub’s career in the pharmaceutical industry began at Zeneca Pharmaceuticals in 1989 where he had progressive responsibilities as a medical and hospital sales representative, cardiovascular portfolio analyst and marketing manager. Mr. Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill. 110 Kevin C. Knightly, President, Technology & Commercial Solutions Mr. Knightly has served as President, Technology & Commercial Solutions since October 2016. Previously Mr. Knightly served as Senior Vice President, Information Offerings at IMS Health from April 2015 to October 2016. From January 2011 to March 2015, Mr. Knightly served as Senior Vice President, Supplier Management at IMS Health. Prior to that, Mr. Knightly served in a number of senior financial, operations, marketing and general management roles for IMS Health, including as Senior Vice President, Pharma Business Management from 2007 until 2010. Mr. Knightly holds a B.S. in Economics and Accounting from the College of the Holy Cross, and an M.B.A. from New York University’s Stern Business School. Eric Sherbet, Executive Vice President, General Counsel and Secretary Mr. Sherbet has served as our Executive Vice President, General Counsel and Secretary since March 2018. Prior to joining the Company, he served as General Counsel and Secretary at Patheon N.V. from November 2014 until November 2017. Prior to joining Patheon, he was General Counsel and Corporate Secretary at InVentiv Health from April 2011 until October 2014. He also previously served as Vice President, Deputy General Counsel and Corporate Secretary at Foster Wheeler AG and before that, as Vice President, Corporate and Securities Law and Secretary with Avaya, Inc. Mr. Sherbet earned his law degree from New York University School of Law and received his bachelor’s degree in commerce/accounting from University of Virginia. Item 11. Executive Compensation Compensation 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. Item 12. 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. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2020: Equity Compensation Plan Information 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 26,727 (2) — — Total 6,159,951 $ 105.50 (3) 10,700,716 111 (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) 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. (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. (4) Consists of all securities remaining available under our equity compensation plans. All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity award authorized by the plans. Does not include 2,251,704 shares that would have remained available under our Employee Stock Purchase Plan had it not been discontinued as of December 31, 2016. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is set forth under the headings “IQVIA’s Corporate Governance,” and “Certain Relationships and Related Party Transactions” in the 2021 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this item is set forth under the headings “Audit—Fees Paid to Independent Registered Public Accounting Firm” in the 2021 Proxy Statement and is incorporated herein by reference. 112 PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements The following consolidated financial statements of IQVIA Holdings Inc. and its subsidiaries, and the independent registered public accounting firm’s report thereon, are included in Part II, Item 8 of this Annual Report: Page Management’s Report on Internal Control over Financial Reporting 55 Report of Independent Registered Public Accounting Firm 56 Consolidated Statements of Income 58 Consolidated Statements of Comprehensive (Loss) Income 59 Consolidated Balance Sheets 60 Consolidated Statements of Cash Flows 61 Consolidated Statements of Stockholders’ Equity (Deficit) 62 Notes to Consolidated Financial Statements 63 (2) Financial Statement Schedules for the Years Ended December 31, 2020, 2019 and 2018 Schedule I—Condensed Financial Information of Registrant (Parent Company Only) 115 Schedule II—Valuation and Qualifying Accounts 120 All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. (3) Exhibits The exhibits in the accompanying Exhibit Index preceding the signature page are filed or furnished as a part of this report and are incorporated herein by reference. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of IQVIA Holdings Inc. and its subsidiaries on a consolidated basis. 113 EXHIBIT INDEX Incorporated by Reference 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. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto). 8-K 001-35907 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). 10-K 001-35907 3.1 February 16, 2018 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. S-1/A 333-186708 4.1 April 26, 2013 4.5 Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee. 8-K 001-35907 4.1 October 3, 2016 4.8 Indenture, dated February 28, 2017, among Quintiles IMS Incorporated, 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 February 28, 2017 4.9 Indenture, dated September 14, 2017, among Quintiles IMS Incorporated, 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 September 19, 2017 4.10 Indenture, dated May 10, 2019, 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 May 10, 2019 4.11 Indenture, dated August 13, 2019, 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 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). 8-K 001-35907 10.9 October 3, 2016 10.2 Amendment No. 1, dated March 7, 2017, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental Term B-1 Euro Lenders party thereto and the other Lenders party thereto. 8-K 001-35907 10.1 March 8, 2017 10.3 Amendment No. 2, dated September 18, 2017, to Fourth Amended and Restated Credit Agreement, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental Term B-2 Dollar Lenders party thereto and the other Lenders party thereto. 8-K 001-35907 10.1 September 19, 2017 10.4 Amendment No. 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-Q 001-35907 10.1 May 4, 2018 114 10.5 Amendment No. 4, dated June 11, 2018, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, among IQVIA Inc., IQVIA Holdings Inc., IQVIA AG, IQVIA Solutions Japan K.K., the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, the Lenders party thereto, the Incremental Term B-3 Dollar Lenders party thereto and the Incremental Term B-2 Euro Lenders party thereto. 8-K 001-35907 10.1 June 12, 2018 10.6 Amendment No. 5 to Fourth Amended and Restated Credit Agreement, dated August 9, 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-1 Euro Lenders, the Term B-2 Euro Lenders and Goldman Sachs Bank USA, as Replacement Lender. 8-K 001-35907 10.1 August 13, 2019 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. 8-K 001-35907 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. IMS Health S-1/A 333-193159 10.33 March 24, 2014 10.11 U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., as Holdings, IMS Health Incorporated, as Parent Borrower, the other Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent. IMS Health S-1/A 333-193159 10.34 March 24, 2014 10.12 Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc. and the stockholders identified therein. 8-K 001-35907 10.4 May 3, 2016 10.13† Form of Director Indemnification Agreement. S-1/A 333-186708 10.13 April 19, 2013 10.14 Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings Inc. 8-K 001-35907 10.8 October 3, 2016 10.15† Description of Non-Employee Director Compensation, effective as of January 1, 2017. 10-K 001-35907 10.27 February 16, 2017 10.16† Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. 8-K 001-35907 10.2 October 19, 2015 10.17† Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. S-1/A 333-186708 10.57 April 19, 2013 10.18† Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.17 February 15, 2013 10.19† Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.18 February 15, 2013 10.20† Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.19 February 15, 2013 10.21† Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.22 April 19, 2013 115 10.22† Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.23 April 19, 2013 10.23† Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 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. 2013 Stock Incentive Plan. S-1/A 333-186708 10.24 April 19, 2013 10.25† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.56 April 19, 2013 10.26† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.41 February 16, 2017 10.27† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan prior to February 2015. 8-K 001-35907 10.1 November 26, 2013 10.28† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan effective February 2015. 10-K 001-35907 10.34 February 12, 2015 10.29† Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-K 001-35907 10.35 February 12, 2015 10.30† Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.45 February 16, 2017 10.31† Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 10.3 November 3, 2016 10.32† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.47 February 16, 2017 10.33† Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan. 8-K 001-35907 10.7 October 3, 2016 10.34† IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated. IMS Health S-1 333-193159 10.10 January 2, 2014 10.35† First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009. IMS Health S-1 333-193159 10.12 January 2, 2014 10.36† Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009. IMS Health S-1 333-193159 10.13 January 2, 2014 10.37† Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011. IMS Health S-1 333-193159 10.14 January 2, 2014 10.38† Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016). IMS Health 10-Q 001-36381 10.3 July 28, 2016 10.39† Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan. 8-K 001-35907 10.5 October 3, 2016 10.40† Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated. IMS Health S-1/A 333-193159 10.16 February 13, 2014 10.41† Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.17 January 2, 2014 10.42† Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.18 January 2, 2014 116 10.43† Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.19 January 2, 2014 10.44† Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.20 January 2, 2014 10.45† Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 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-1 333-193159 10.22 January 2, 2014 10.47† IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011. IMS Health S-1 333-193159 10.15 January 2, 2014 10.48† Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan. 8-K 001-35907 10.6 October 3, 2016 10.49† Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan. IMS Health 8-K 001-36381 10.1 February 10, 2015 10.50† Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan. IMS Health 8-K 001-36381 10.2 February 10, 2015 10.51† 2014 IMS Health Annual Incentive Plan. IMS Health S-1/A 333-193159 10.30 March 10, 2014 10.52† Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan. DEF 14A 001-35907 Appendix B February 22, 2017 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-Q 001-35907 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-Q 001-35907 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-Q 001-35907 10.10 May 8, 2017 10.56† Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017. 10-K 001-35907 10.69 February 16, 2017 10.57† Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016. 10-K 001-35907 10.76 February 16, 2017 10.58† Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. 10-Q 001-35907 10.1 October 28, 2015 10.59† Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017. 10-K 001-35907 10.78 February 16, 2017 10.60† Amended and Restated Employment Agreement between IQVIA Holdings Inc. and Ari Bousbib, dated February 18, 2019. 10-K 001-35907 10.60 February 19, 2019 10.61† Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015. IMS Health 10-K 001-36381 10.34 February 19, 2016 10.62† Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015. IMS Health 10-K 001-36381 10.35 February 19, 2016 10.63† Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015. IMS Health 10-K 001-36381 10.36 February 19, 2016 10.66† Letter Agreement between the Company and W. Richard Staub, III, effective on November 30, 2016. 10-K 001-35907 10.104 February 16, 2017 10.67† Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018. 10-K 001-35907 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 117 21.1 List of Subsidiaries of IQVIA Holdings Inc. X 23.1 Consent of PricewaterhouseCoopers LLP. X 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 104 Cover Page Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X † Indicates management contract or compensatory plan or arrangement. * The Merger Agreement and the description thereof included herein have been included to provide investors and stockholders with information regarding the terms of the agreement. They are not intended to provide any other factual information about Quintiles or IMS Health or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quintiles or IMS Health. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Quintiles or IMS Health and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the United States Securities and Exchange Commission. 118 Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IQVIA HOLDINGS INC. By: /s/ Ronald E. Bruehlman Name: Ronald E. Bruehlman Title: Executive Vice President and Chief Financial Officer Date: 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 119 Signature Title Date /s/ Ari Bousbib Chairman, and Chief Executive Officer; Director February 12, 2021 Ari Bousbib (Principal Executive Officer) /s/ Ronald E. Bruehlman Executive Vice President and Chief Financial Officer February 12, 2021 Ronald E. Bruehlman (Principal Financial Officer) /s/ Emmanuel N. Korakis Senior Vice President, Corporate Controller February 12, 2021 Emmanuel N. Korakis (Principal Accounting Officer) /s/ Carol J. Burt Director February 12, 2021 Carol J. Burt /s/ John P. Connaughton Director February 12, 2021 John P. Connaughton /s/ John G. Danhakl Director February 12, 2021 John G. Danhakl /s/ James A. Fasano Director February 12, 2021 James A. Fasano /s/ Colleen A. Goggins Director February 12, 2021 Colleen A. Goggins /s/ John M. Leonard, M.D. Director February 12, 2021 John M. Leonard, M.D. /s/ Ronald A. Rittenmeyer Director February 12, 2021 Ronald A. Rittenmeyer /s/ Todd B. Sisitsky Director February 12, 2021 Todd B. Sisitsky 120 (2) Financial Statement Schedules Schedule I—Condensed Financial Information of Registrant IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF INCOME Year Ended December 31, (in millions) 2020 2019 2018 Selling, general and administrative expenses $ — $ — $ 2 Loss from operations — — ( 2 ) Interest income — — — Other expense, net — — — Loss before income taxes and equity in earnings of subsidiary — — ( 2 ) Income tax benefit — — ( 1 ) (Loss) income before equity in earnings of subsidiary — — ( 1 ) Equity in earnings of subsidiary 279 191 260 Net income $ 279 $ 191 $ 259 121 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Year Ended December 31, (in millions) 2020 2019 2018 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 ) ( 54 ) ( 30 ) ( 8 ) Foreign currency translation, net of income tax (benefit) expense of $( 145 ), $( 30 ) and $ 50 180 ( 41 ) ( 255 ) Reclassification adjustments: 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 ) 122 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, (in millions, except per share data) 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 1 $ 3 Income taxes receivable — — Other current assets and receivables — — Total current assets 1 3 Investment in subsidiary 9,666 9,667 Receivable from parent company — — Total assets $ 9,667 $ 9,670 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ — Income taxes payable — — Total current liabilities — — Investment in subsidiary 3,664 3,664 Payable to subsidiary 2 3 Total liabilities 3,666 3,667 Commitments and contingencies Stockholders’ equity: 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, 63.5 and 60.7 shares at December 31, 2020 and 2019, respectively ( 6,166 ) ( 5,733 ) Accumulated other comprehensive (loss) income ( 205 ) ( 311 ) Total stockholders’ equity 6,001 6,003 Total liabilities and stockholders’ equity $ 9,667 $ 9,670 123 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31, (in millions) 2020 2019 2018 Operating activities: Net Income $ 279 $ 191 $ 259 Adjustments to reconcile net income to cash provided by operating activities: Subsidiary loss ( 279 ) — 143 Change in operating assets and liabilities: Accounts payable and accrued expenses — — 2 Income taxes payable and other liabilities — — — — — Net cash provided by operating activities 191 404 $ — $ 191 $ 404 Investing activities: Investment in subsidiary, net of dividends received 477 760 983 Net cash provided by investing activities 477 760 983 Financing activities: Proceeds related to employee stock purchase and option plans — — 15 Issuance of common stock ( 44 ) 11 — Repurchase of common stock ( 434 ) ( 963 ) ( 1,405 ) Intercompany with subsidiary ( 1 ) 3 3 Net cash used in financing activities ( 479 ) ( 949 ) ( 1,387 ) Effect of foreign currency exchange rate changes on cash — — — (Decrease) increase in cash and cash equivalents ( 2 ) 2 — Cash and cash equivalents at beginning of period 3 1 1 Cash and cash equivalents at end of period $ 1 $ 3 $ 1 124 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL INFORMATION The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of IQVIA Holdings Inc.’s (the “Company”) wholly-owned subsidiary, IQVIA Incorporated exceed 25 % of the consolidated net assets of the Company. The ability of IQVIA Incorporated to pay dividends may be limited due to the restrictive covenants in the agreements governing its credit arrangements. These condensed parent company financial statements include the accounts of IQVIA Holdings Inc. on a standalone basis (the “Parent”) and the equity method of accounting is used to reflect ownership interest in its subsidiary. Refer to the consolidated financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial statements. Since the Parent is part of a group that files a consolidated income tax return, in accordance with ASC 740, a portion of the consolidated amount of current and deferred income tax expense of the Company has been allocated to the Parent. The income tax benefit of $ 0 million, $ 0 million and $ 1 million in 2020, 2019 and 2018, respectively, represents the income tax benefit that will be or were already utilized in the Company’s consolidated United States federal and state income tax returns. If the Parent was not part of these consolidated income tax returns, it would not be able to recognize any income tax benefit, as it generates no revenue against which the losses could be used on a separate filer basis. Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in 2020, 2019 and 2018: (in millions) Amount Paid in December 2020 $ 81 Paid in October 2020 20 Paid in July 2020 2 Paid in March 2020 44 Paid in February 2020 333 Total paid in 2020 480 Paid in December 2019 $ 13 Paid in November 2019 255 Paid in September 2019 74 Paid in August 2019 239 Paid in June 2019 94 Paid in May 2019 140 Paid in March 2019 141 Paid in February 2019 3 Total paid in 2019 $ 959 Paid in December 2018 $ 339 Paid in November 2018 146 Paid in October 2018 132 Paid in September 2018 118 Paid in June 2018 414 Paid in May 2018 154 Paid in March 2018 54 Paid in February 2018 37 Total paid in 2018 $ 1,394 125 Schedule II—Valuation and Qualifying Accounts Deferred Tax Asset Valuation Allowance Additions (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 December 31, 2019 $ 226 $ 40 $ — $ — $ 266 December 31, 2018 $ 200 $ 23 $ — $ 3 $ 226 (a) Recorded through purchase accounting transaction. (b) Impact of reductions recorded to expense and translation adjustments. 126