What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-04-28 compared with 2021-10-22 · 134 added, 232 removed, 389 unchanged (48% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions, except per share data) 2022 2021

8 unchanged sentences

Loss on extinguishment of debt — 24

Other income, net ( 62 ) ( 14 ) ( 128 ) ( 59 )

Income before income taxes and equity in earnings of unconsolidated affiliates 273 102 752 179

Income tax expense (benefit) 12 ( 3 ) 104 9

Income before equity in earnings of unconsolidated affiliates 261 105 648 170

Equity in earnings of unconsolidated affiliates — 3 5 8

Other expense (income), net 10 ( 37 )

Income before income taxes and equity in (losses) earnings of unconsolidated affiliates 400 257

Income tax expense 71 44

Income before equity in (losses) earnings of unconsolidated affiliates 329 213

Equity in (losses) earnings of unconsolidated affiliates ( 4 ) 4

Net income 325 217

1 unchanged sentence

Net income attributable to IQVIA Holdings Inc.

$ 261 $ 101 $ 648 $ 160

Earnings per share attributable to common stockholders:

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2022 2021

1 unchanged sentence

Comprehensive income adjustments:

Unrealized (losses) gains on derivative instruments, net of income tax expense (benefit) of $ — , $( 8 ), $ — , $( 11 )

( 4 ) ( 1 ) — ( 33 )

Foreign currency translation, net of income tax (benefit) expense of $ 28 , $( 54 ), $ 66 , $( 83 )

Unrealized gains on derivative instruments, net of income tax expense of $ 9 , $ 1

Defined benefit plan adjustments, net of income tax expense of $ — , $ —

Foreign currency translation, net of income tax expense of $ 27 , $ 62

( 40 ) ( 178 )

Reclassification adjustments:

Losses on derivative instruments included in net income, net of income tax benefit of $ 1 , $ 1 , $ 2 , $ 2

Reclassifications on derivative instruments included in net income, net of income tax benefit of $ — , $ 1

Comprehensive income 312 46

1 unchanged sentence

Comprehensive income attributable to IQVIA Holdings Inc.

$ 143 $ 228 $ 418 $ 154

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share data) September 30, 2021 December 31, 2020

(in millions, except per share data) March 31, 2022 December 31, 2021

Current assets:

30 unchanged sentences

Stockholders’ equity:

Common stock and additional paid-in capital, 400.0 shares authorized as of September 30, 2021 and December 31, 2020, $ 0.01 par value, 255.6 shares issued and 191.1 shares outstanding as of September 30, 2021;

Common stock and additional paid-in capital, 400.0 shares authorized as of March 31, 2022 and December 31, 2021, $ 0.01 par value, 256.2 shares issued and 189.3 shares outstanding as of March 31, 2022;

255.8 shares issued and 190.6 shares outstanding as of December 31, 2021

1 unchanged sentence

Retained earnings 2,568 2,243

Treasury stock, at cost, 64.5 and 63.5 shares as of September 30, 2021 and December 31, 2020, respectively

Treasury stock, at cost, 66.9 and 65.2 shares as of March 31, 2022 and December 31, 2021, respectively

( 6,975 ) ( 6,572 )

Accumulated other comprehensive loss ( 419 ) ( 406 )

Equity attributable to IQVIA Holdings Inc.’s stockholders 5,829 6,001

Non-controlling interests — 279

Total stockholders’ equity 5,919 6,042

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2022 2021

5 unchanged sentences

Stock-based compensation 30 32

Earnings from unconsolidated affiliates ( 5 ) ( 8 )

Gain on investments, net ( 9 ) ( 17 )

Losses (earnings) from unconsolidated affiliates 4 ( 4 )

Loss on investments, net 11 3

Benefit from deferred income taxes ( 10 ) ( 39 )

8 unchanged sentences

Investments in unconsolidated affiliates, net of payments received ( 6 ) ( 1 )

Proceeds from sale of (investments in) equity securities 5 ( 2 )

Investments in equity securities — ( 1 )

Net cash used in investing activities ( 613 ) ( 176 )

7 unchanged sentences

Repurchase of common stock ( 403 ) ( 62 )

Distributions to non-controlling interest, net — ( 16 )

Acquisition of Quest's non-controlling interest ( 758 ) —

Contingent consideration and deferred purchase price payments ( 12 ) ( 11 )

Net cash used in financing activities ( 1,097 ) ( 19 )

Net cash provided by (used in) financing activities 144 ( 168 )

Effect of foreign currency exchange rate changes on cash ( 18 ) ( 32 )

(Decrease) increase in cash and cash equivalents ( 344 ) 627

Increase in cash and cash equivalents 21 491

Cash and cash equivalents at beginning of period 1,366 1,814

19 unchanged sentences

Unrealized gains on derivative instruments, net of tax — — — — — — 30 — 30

Defined benefit plan adjustments, net of tax — — — — — — ( 2 ) — ( 2 )

Foreign currency translation, net of tax — — — — — — ( 40 ) — ( 40 )

1 unchanged sentence

Balance, March 31, 2022 256.2 ( 66.9 ) $ 3 $ 10,742 $ 2,568 $ ( 6,975 ) $ ( 419 ) $ — $ 5,919

Issuance of common stock 0.2 — — 1 — — — — 1

Repurchase of common stock — ( 0.2 ) — — — ( 45 ) — — ( 45 )

Stock-based compensation — — — 42 — — — — 42

Acquisition of Quest's non-controlling interest, net of tax — — — ( 415 ) — — ( 10 ) ( 284 ) ( 709 )

Net income — — — — 175 — — — 175

Unrealized losses on derivative instruments, net of tax — — — — — — ( 2 ) — ( 2 )

Foreign currency translation, net of tax — — — — — — 58 — 58

Reclassification adjustments, net of tax — — — — — — 3 — 3

Balance, June 30, 2021 255.6 ( 64.0 ) $ 3 $ 10,693 $ 1,664 $ ( 6,273 ) $ ( 327 ) $ — $ 5,760

Issuance of common stock — — — 4 — — — — 4

Repurchase of common stock — ( 0.5 ) — — — ( 125 ) — — ( 125 )

Stock-based compensation — — — 48 — — — — 48

Acquisition of Quest's non-controlling interest, net of tax — — ( 1 ) — — — — ( 1 )

Net income — — — — 261 — — — 261

Unrealized losses on derivative instruments, net of tax — — — — — — ( 4 ) — ( 4 )

Foreign currency translation, net of tax — — — — — — ( 117 ) — ( 117 )

Reclassification adjustments, net of tax — — — — — — 3 — 3

Balance, September 30, 2021 255.6 ( 64.5 ) $ 3 $ 10,744 $ 1,925 $ ( 6,398 ) $ ( 445 ) $ — $ 5,829

IQVIA HOLDINGS INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions) Common Stock Shares Treasury

(in millions) Common

Shares Treasury

Shares Common

3 unchanged sentences

Comprehensive

Income (Loss) Non-

(Loss) Income Non-

Interests Total

3 unchanged sentences

Stock-based compensation — — — 30 — — — — 30

Distributions to non-controlling interests, net — — — — — — — ( 5 ) ( 5 )

Net income — — — — 212 — — 5 217

Unrealized losses on derivative instruments, net of tax — — — — — — ( 39 ) — ( 39 )

Foreign currency translation, net of tax — — — — — — ( 151 ) ( 4 ) ( 155 )

Reclassification adjustments, net of tax — — — — — — 16 — 16

Balance, March 31, 2020 253.8 ( 62.8 ) $ 3 $ 11,009 $ 1,080 $ ( 6,065 ) $ ( 485 ) $ 260 $ 5,802

Issuance of common stock 0.3 — — 1 — — — — 1

Repurchase of common stock — — — — — — — — —

Stock-based compensation — — — 30 — — — — 30

Net income — — — — ( 23 ) — — 2 ( 21 )

Unrealized gains on derivative instruments, net of tax — — — — — — 6 — 6

1 unchanged sentence

Reclassification adjustments, net of tax — — — — — — 1 — 1

Balance, June 30, 2020 254.1 ( 62.8 ) $ 3 $ 11,040 $ 1,057 $ ( 6,065 ) $ ( 444 ) $ 261 $ 5,852

Issuance of common stock 0.4 — — ( 3 ) — — — — ( 3 )

Stock-based compensation — — — 30 — — — — 30

Distributions to non-controlling interest, net — — — — — — — ( 11 ) ( 11 )

Net income — — — — 101 — — 7 108

Unrealized losses on derivative instruments, net of tax — — — — — — ( 1 ) — ( 1 )

Foreign currency translation, net of tax — — — — — — 126 4 130

Reclassification adjustments, net of tax — — — — — — 2 — 2

Balance, September 30, 2020 254.5 ( 62.8 ) $ 3 $ 11,067 $ 1,158 $ ( 6,065 ) $ ( 317 ) $ 261 $ 6,107

Balance, March 31, 2021 255.4 ( 63.8 ) $ 3 $ 11,065 $ 1,489 $ ( 6,228 ) $ ( 376 ) $ 284 $ 6,237

The accompanying notes are an integral part of these condensed consolidated financial statements.

15 unchanged sentences

Accounting pronouncements adopted

In March 2020, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued.

The new accounting guidance became effective for the Company as of March 12, 2020 through December 31, 2022.

The Company adopted this new accounting guidance on January 1, 2021.

The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued new accounting guidance that states any equity security transitioning from the alternative method of accounting to the equity method, or vice versa, due to an observable transaction, will be remeasured immediately before the transition.

In addition, the new accounting guidance clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles before settlement or exercise.

The Company adopted this new accounting guidance on January 1, 2021.

The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued new accounting guidance to clarify and simplify the accounting for income taxes.

Changes under the new guidance includes eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The Company adopted this new accounting guidance on January 1, 2021.

The adoption of this new accounting guidance did not have a material effect on the Company’s consolidated financial statements.

In October 2021, the Financial Accounting Standards Board issued new accounting guidance that requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers and other similar contracts that are accounted for in accordance with ASC 606, at fair value on the acquisition date.

Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.

The Company adopted this new accounting guidance effective January 1, 2022.

The adoption of this new accounting guidance did not have a material impact on the Company's consolidated financial statements for the three months ended March 31, 2022.

The impact of this guidance on the Company's consolidated financial statements for the remainder of the year will depend on the size and nature of future acquisitions, if any .

Revenues by Geography, Concentration of Credit Risk and Remaining Performance Obligations

The following tables represent revenues by geographic region and reportable segment for the three and nine months ended September 30, 2021 and 2020:

Three Months Ended September 30, 2021

(in millions) Technology &

Analytics Solutions Research &

Development Solutions Contract Sales &

Medical Solutions Total

Americas $ 647 $ 942 $ 94 $ 1,683

Europe and Africa 529 448 42 1,019

Asia-Pacific 161 463 65 689

Total revenues $ 1,337 $ 1,853 $ 201 $ 3,391

Three Months Ended September 30, 2020

(in millions) Technology &

Analytics Solutions Research &

Development Solutions Contract Sales &

Medical Solutions Total

Americas $ 599 $ 628 $ 76 $ 1,303

Europe and Africa 457 411 44 912

Asia-Pacific 151 361 59 571

Total revenues $ 1,207 $ 1,400 $ 179 $ 2,786

Nine Months Ended September 30, 2021

The following tables represent revenues by geographic region and reportable segment for the three months ended March 31, 2022 and 2021:

Three Months Ended March 31, 2022

(in millions) Technology &

6 unchanged sentences

Total revenues $ 1,439 $ 1,934 $ 195 $ 3,568

Nine Months Ended September 30, 2020

Three Months Ended March 31, 2021

(in millions) Technology &

6 unchanged sentences

Total revenues $ 1,348 $ 1,868 $ 193 $ 3,409

No customer accounted for 10% or more of consolidated revenues for the three and nine months ended September 30, 2021 or 2020.

No individual customer represented 10% or more of consolidated revenues for the three months ended March 31, 2022 or 2021.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, 2021, approximately $ 25.5 billion of revenue is expected to be recognized in the future from remaining performance obligations.

The Company expects to recognize revenue on approximately 35 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

As of March 31, 2022, approximately $ 28.1 billion of revenue is expected to be recognized in the future from remaining performance obligations.

The Company expects to recognize revenue on approximately 35 % of these remaining performance obligations over the next twelve months , with the balance recognized thereafter.

The customer contract transaction price allocated to the remaining performance obligations differs from backlog in that it does not include wholly unperformed contracts under which the customer has a unilateral right to cancel the arrangement .

1 unchanged sentence

Trade accounts receivables and unbilled services consist of the following:

(in millions) September 30, 2021 December 31, 2020

Trade accounts receivable:

(in millions) March 31, 2022 December 31, 2021

Billed $ 1,227 $ 1,275

4 unchanged sentences

Unbilled services and unearned income were as follows:

(in millions, except percentages) September 30, 2021 December 31, 2020 Change

(in millions) March 31, 2022 December 31, 2021 Change

Unbilled services $ 1,422 $ 1,309 $ 113

1 unchanged sentence

Net balance $ ( 505 ) $ ( 516 ) $ 11

Unbilled services, which is comprised of approximately 63 % of unbilled receivables and 37 % of contract assets as of September 30, 2021, decreased by $ 44 million as compared to December 31, 2020.

Unbilled services, which is comprised of approximately 62 % of unbilled receivables and 38 % of contract assets as of March 31, 2022 and December 31, 2021, increased by $ 113 million as compared to December 31, 2021.

Contract assets are unbilled services for which invoicing is based on the timing of certain milestones related to service contracts for clinical research whereas unbilled receivables are billable upon the passage of time.

Unearned income increased by $ 574 million over the same period resulting in a decrease of $ 618 million in the net balance of unbilled services and unearned income between December 31, 2020 and September 30, 2021.

The change in the net balance is driven by the difference in timing of revenue recognition in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, related to the Company’s Research & Development Solutions contracts (which is based on the percentage of costs incurred) versus the timing of invoicing, which is based on certain milestones.

Bad debt expense recognized on the Company’s receivables and unbilled services was not material for the three and nine months ended September 30, 2021 and 2020.

The following is a summary of goodwill by reportable segment for the nine months ended September 30, 2021:

Unearned income increased by $ 102 million over the same period resulting in an increase of $ 11 million in the net balance of unbilled services and unearned income between December 31, 2021 and March 31, 2022.

The change in the net balance is driven by the difference in timing of revenue recognition in accordance with ASC 606, Revenue from Contracts with Customers, related to the Company’s Research & Development Solutions contracts (which is based on the percentage of costs incurred) versus the timing of invoicing, which is based on certain milestones.

Bad debt expense recognized on the Company’s receivables and unbilled services was de minimis for the three months ended March 31, 2022 and 2021.

The following is a summary of goodwill by reportable segment for the three months ended March 31, 2022:

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Consolidated

2 unchanged sentences

Impact of foreign currency fluctuations and other ( 102 ) ( 4 ) ( 2 ) ( 108 )

Balance as of September 30, 2021 $ 11,158 $ 1,802 $ 164 $ 13,124

Balance as of March 31, 2022 $ 11,321 $ 2,051 $ 160 $ 13,532

The fair values of the Company’s derivative instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table:

(in millions) Balance Sheet Classification September 30, 2021 December 31, 2020

(in millions) Balance Sheet Classification March 31, 2022 December 31, 2021

Assets Liabilities Notional Assets Liabilities Notional

2 unchanged sentences

Interest rate swaps Other assets and liabilities 25 5 1,800 4 24 1,800

Derivatives not designated as hedging instruments:

Interest rate swaps Other liabilities — — — — 1 356

Total derivatives $ 25 $ 10 $ 4 $ 27

The effect of the Company’s cash flow hedging instruments on other comprehensive income is summarized in the following table:

Three Months Ended September 30, Nine Months Ended September 30,

The pre-tax effect of the Company’s cash flow hedging instruments on other comprehensive income is summarized in the following table:

Three Months Ended March 31,

(in millions) 2022 2021

Foreign exchange forward contracts $ ( 2 ) $ ( 2 )

Interest rate derivatives 4 1 17 ( 32 )

Interest rate swaps 40 11

Total $ 38 $ 9

The amount of foreign exchange losses related to the net investment hedge included in the cumulative translation adjustment component of accumulated other comprehensive loss (“AOCI”) for the nine months ended September 30, 2021 was $ 332 million.

The amount of foreign exchange gains related to the net investment hedge included in the cumulative translation adjustment component of accumulated other comprehensive (loss) income (“AOCI”) for the three months ended March 31, 2022 and 2021 was $ 119 million and $ 285 million, respectively.

Fair Value Measurements

10 unchanged sentences

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of September 30, 2021 and December 31, 2020 due to their short-term nature.

As of September 30, 2021 and December 31, 2020, the fair value of total debt approximated $ 12,333 million and $ 12,746 million, respectively, as determined under Level 1 and Level 2 measurements for these financial instruments.

The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of March 31, 2022 and December 31, 2021 due to their short-term nature.

As of March 31, 2022 and December 31, 2021, the fair value of total debt approximated $ 12,508 million and $ 12,255 million, respectively, as determined under Level 1 and Level 2 measurements for these financial instruments.

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported at fair value on a recurring basis as of September 30, 2021:

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported at fair value on a recurring basis as of March 31, 2022:

(in millions) Level 1 Level 2 Level 3 Total

Marketable securities $ 136 $ — $ — $ 136

Derivatives — 25 — 25

Total $ 136 $ 25 $ — $ 161

9 unchanged sentences

Assumptions used to estimate the fair value of contingent consideration include various financial metrics (revenue performance targets and operating forecasts) and the probability of achieving the specific targets.

Based on the assessments of the probability of achieving specific targets, as of September 30, 2021 the Company has accrued approximately 66 % of the maximum contingent consideration payments that could potentially become payable.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the nine months ended September 30:

Based on the assessments of the probability of achieving specific targets, as of March 31, 2022 the Company has accrued approximately 74 % of the maximum contingent consideration payments that could potentially become payable.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the three months ended March 31:

Contingent Consideration

4 unchanged sentences

Revaluations included in earnings and foreign currency translation adjustments ( 1 ) ( 6 )

Balance as of September 30 $ 96 $ 108

Balance as of March 31 $ 87 $ 109

The current portion of contingent consideration is included within accrued expenses and the long-term portion is included within other liabilities on the accompanying condensed consolidated balance sheets.

Revaluations of the contingent consideration are recognized in other income, net on the accompanying condensed consolidated statements of income.

Revaluations of the contingent consideration are recognized in other expense (income), net on the accompanying condensed consolidated statements of income.

A change in significant unobservable inputs above could result in a higher or lower fair value measurement of contingent consideration.

Non-recurring Fair Value Measurements

As of March 31, 2022, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled approximately $ 18,581 million and were identified as Level 3.

These assets are comprised of cost and equity method investments of $ 132 million, goodwill of $ 13,532 million and other identifiable intangibles, net of $ 4,917 million.

Credit Arrangements

The following is a summary of the Company’s revolving credit facilities as of September 30, 2021:

The following is a summary of the Company’s revolving credit facilities as of March 31, 2022:

Interest Rates

$ 1,500 million (revolving credit facility)

LIBOR in the relevant currency borrowed plus a margin of 1.25 % as of September 30, 2021

LIBOR in the relevant currency borrowed plus a margin of 1.25 % as of March 31, 2022

$ 110 million (receivables financing facility)

LIBOR Market Index Rate ( 0.08 % as of September 30, 2021) plus 0.90 %

£ 10 million (approximately $ 14 million) (general banking facility)

Bank’s base rate of 0.10 % as of September 30, 2021 plus 1 %

LIBOR Market Index Rate ( 0.45 % as of March 31, 2022) plus 0.90 %

The following table summarizes the Company’s debt at the dates indicated:

(in millions) September 30, 2021 December 31, 2020

(dollars in millions) March 31, 2022 December 31, 2021

Revolving Credit Facility due 2026:

Dollar denominated borrowings—U.S.

Dollar LIBOR at average floating rates of 1.47 %

Senior Secured Credit Facilities:

Term A Loan due 2026—U.S.

Term A Loan due 2023—U.S.

Term A Loan due 2026—U.S.

Dollar LIBOR at average floating rates of 1.47 %

Term A Loan due 2023—Euro

Term A Loan due 2026—Euro LIBOR at average floating rates of 1.25 %

Term A Loan due 2026—Euribor at average floating rates of 1.25 %

Term B Loan due 2024—U.S.

Dollar LIBOR at average floating rates of 1.85 %

Term B Loan due 2024—Euro LIBOR at average floating rates of 2.00 %

Term B Loan due 2024—Euribor at average floating rates of 2.00 %

Term B Loan due 2025—U.S.

2 unchanged sentences

Dollar LIBOR at average floating rates of 1.97 %

Term B Loan due 2025—Euro LIBOR at average floating rates of 2.00 %

Term B Loan due 2025—Euribor at average floating rates of 2.00 %

5.0 % Senior Notes due 2027—U.S.

7 unchanged sentences

2.250 % Senior Notes due 2029—Euro denominated

Receivables financing facility due 2024—U.S.

Dollar LIBOR at average floating rates of 1.00 %:

Revolving Loan Commitment 110 110

Term Loan 440 440

Principal amount of debt 12,693 12,185

2 unchanged sentences

Long-term debt $ 12,547 $ 12,034

Contractual maturities of long-term debt are as follows as of September 30, 2021:

Contractual maturities of long-term debt are as follows as of March 31, 2022:

(in millions)

1 unchanged sentence

Thereafter 3,692

As of September 30, 2021, there were bank guarantees totaling approximately £ 0.8 million (approximately $ 1.0 million) issued against the availability of the general banking facility.

Senior Secured Credit Facilities

On August 25, 2021, we entered into Amendment No.

9 (the “Amendment”) to the Company’s Fourth Amended and Restated Credit Agreement (the “Prior Credit Agreement,” and together with the Amendment, the "Fifth Amended and Restated Credit Agreement") to (i) extend the maturity of our revolving credit facility to 2026, (ii) refinance our existing term A loans with a new class of term A loans that mature in 2026 and (iii) add IQVIA RDS Inc.

as a borrower under the senior secured credit facilities.

In connection with this Amendment, we recognized a $ 1 million loss on extinguishment of debt, which includes fees and related expenses.

As of September 30, 2021, the Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $ 7.2 billion, which consisted of $ 5.7 billion principal amounts of debt outstanding (as detailed in the table above), and $ 1.5 billion of available borrowing capacity on the revolving credit facility and standby letters of credit.

On September 14, 2021, we repaid $ 250 million of our term B loans under the senior secured credit facilities using the proceeds from the increased loans under our receivables financing facility.

Receivables Financing Facility

On August 13, 2021, the Company amended its receivables financing facility (the “Receivables Amendment”) to extend the term of the facility to October 1, 2024 and to increase the size of the facility to $ 550 million from $ 300 million.

Under the receivables financing facility, certain of our accounts receivable are sold on a non-recourse basis by certain of our consolidated subsidiaries (each, an “Originator”) to another of our consolidated subsidiaries, a bankruptcy-remote special purpose entity (the “SPE”).

The SPE obtained a term loan and revolving loan commitment from a third-party lender, secured by liens on the assets of the SPE, to finance the purchase of the accounts receivable, which includes a $ 440 million term loan and a $ 110 million revolving loan commitment.

Pursuant to the Receivables Amendment, we also added three additional subsidiaries as Originators.

As of September 30, 2021, no additional amounts of revolving loans were available under the receivables financing facility.

On March 3, 2021, IQVIA Inc.

(the “Issuer”), a wholly owned subsidiary of the Company, completed the issuance and sale of € 1,450,000,000 in gross proceeds of the Issuer's (i) € 550,000,000 aggregate principal amount of its 1.750 % Senior Notes due 2026 (the “2026 Notes”) and (ii) € 900,000,000 aggregate principal amount of its 2.250 % Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”).

The Notes were issued pursuant to an Indenture, dated March 3, 2021, among the Issuer, U.S.

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

The 2026 Notes are unsecured obligations of the Issuer, will mature on March 15, 2026 and bear interest at the rate of 1.750 % per year, with interest payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2021.

The 2029 Notes are unsecured obligations of the Issuer, will mature on March 15, 2029 and bear interest at the rate of 2.250 % per year, with interest payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2021.

The Issuer may redeem (i) the 2026 Notes prior to their final stated maturity, subject to a customary make-whole premium, at any time prior to March 15, 2023 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 0.875 % to 0.000 % and (ii) the 2029 Notes prior to their final stated maturity, subject to a

customary make-whole premium, at any time prior to March 15, 2024 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 1.125 % to 0.000 %.

The Issuer may choose to redeem the 2026 Notes and the 2029 Notes, either together or separately, on a non-ratable basis.

The proceeds from the Notes offering were used to redeem all of the Issuer’s outstanding 3.250 % senior notes due 2025 (the “ 3.250 % Notes”), including the payment of premiums in respect thereof and to pay fees and expenses related to the Notes offering.

On February 16, 2021, the Issuer issued a conditional notice of redemption with respect to the 3.250 % Notes, for a total redemption price equal to the sum of the principal amount of the 3.250 % Notes, accrued and unpaid interest on the 3.250 % Notes to the redemption date and the applicable redemption premium.

The Issuer’s obligations with respect to the 3.250 % Notes were discharged on the same day as the Issuer completed the issuance of the Notes.

As of March 31, 2022, the Company’s Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities of up to approximately $ 7,075 million, which consisted of $ 6,325 million principal amounts of debt outstanding (as detailed in the table above), and $ 750 million of available borrowing capacity on the $ 1,500 million revolving credit facility and standby letters of credit.

The revolving credit facility is comprised of a $ 675 million senior secured revolving facility available in U.S.

dollars, a $ 600 million senior secured revolving facility available in U.S.

dollars, Euros, Swiss Francs and other foreign currencies, and a $ 225 million senior secured revolving facility available in U.S.

dollars and Yen .

Restrictive Covenants

2 unchanged sentences

The Company’s long-term debt arrangements contain other usual and customary restrictive covenants that, among other things, place limitations on the Company’s ability to declare dividends.

As of September 30, 2021, the Company was in compliance in all material respects with the financial covenants under the Company’s financing arrangements.

As of March 31, 2022, the Company was in compliance in all material respects with the financial covenants under the Company’s financing arrangements .

Contingencies

17 unchanged sentences

Approximately 280 medical doctors and 200 private individuals appealed the District Court decision.

2019, the Appellate Court issued a final decision in which it concluded all of the non-identified information transferred by KPIC to IMS Korea for market research purposes violated PIPA, but did not award any damages to plaintiffs (affirming the District Court’s decision on this latter point).

On May 3, 2019, the Appellate Court issued a final decision in which it concluded all of the non-identified information transferred by KPIC to IMS Korea for market research purposes violated PIPA, but did not award any damages to plaintiffs (affirming the District Court’s decision on this latter point).

On May 24, 2019, approximately 247 plaintiffs appealed the Appellate Court’s decision to the Supreme Court.

3 unchanged sentences

Although there is no assertion that IMS Korea used patient identified health information in any of its offerings, prosecutors allege that certain of IMS Korea’s data suppliers should have obtained patient consent when they converted sensitive patient information into non-identified data and that IMS Korea had not taken adequate precautions to reduce the risk of re-identification.

On February 14, 2020, the Seoul Central District Court acquitted IMS Korea and its two employees of the charges of improper handling of sensitive health information.

The matter is now on appeal.

On February 14, 2020, the Seoul Central District Court acquitted IMS Korea and its two employees of the charges of improper handling of sensitive health information, and the Prosecutor's Office appealed.

On December 23, 2021, the appellate court affirmed the judgment of the Seoul Central District Court.

The Prosecutor's Office has appealed to the Supreme Court.

The Company intends to vigorously defend its position on appeal.

9 unchanged sentences

The parties are engaged in the discovery process in connection with these lawsuits.

On May 7, 2021, the Court issued a 115-page order and opinion (the “Order”) in which it found significant evidence that Veeva had (1) misappropriated IQVIA data and unlawfully used it to improve Veeva data offerings, (2) engaged in a cover-up by deleting significant evidence of its theft of IQVIA’s trade secrets, and (3) improperly withheld certain evidence in furtherance of a crime and/or fraud against IQVIA.

The Court imposed five serious sanctions against Veeva, including ordering three separate adverse inference instructions be issued to the jury and that IQVIA be permitted to present evidence to the jury of Veeva’s destruction efforts.

On May 7, 2021, the Court issued an order and opinion (the “Order”) in which it found significant evidence that Veeva had (1) misappropriated IQVIA data and unlawfully used it to improve Veeva data offerings, (2) engaged in a cover-up by deleting significant evidence of its theft of IQVIA’s trade secrets, and (3) improperly withheld certain evidence in furtherance of a crime and/or fraud against IQVIA.

The Court imposed five sanctions against Veeva, including ordering three separate adverse inference instructions be issued to the jury and that IQVIA be permitted to present evidence to the jury of Veeva’s destruction efforts.

Veeva is currently appealing the Order.

2 unchanged sentences

The Company is authorized to issue 1.0 million shares of preferred stock, $ 0.01 per share par value.

No shares of preferred stock were issued or outstanding as of September 30, 2021 or December 31, 2020.

No shares of preferred stock were issued or outstanding as of March 31, 2022 or December 31, 2021.

Equity Repurchase Program

During the nine months ended September 30, 2021, the Company repurchased 973,313 shares of its common stock for $ 221 million under its equity repurchase program (the “Repurchase Program”).

As of September 30, 2021, the Company has remaining authorization to repurchase up to approximately $ 0.7 billion of its common stock under the Repurchase Program.

On February 10, 2022, the Board increased the stock repurchase authorization under the Company's equity repurchase program (the "Repurchase Program") with respect to the repurchase of the Company’s common stock by an additional $ 2.0 billion, which increased the total amount that has been authorized under the Repurchase Program to $ 9.725 billion since the plan’s inception in October 2013.

The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.

During the three months ended March 31, 2022, the Company repurchased 1.7 million shares of its common stock for $ 403 million under the Repurchase Program.

As of March 31, 2022, the Company has remaining authorization to repurchase up to approximately $ 2.1 billion of its common stock under the Repurchase Program.

In addition, from time to time, the Company has repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

Non-controlling Interests

On April 1, 2021 the Company acquired the 40 % non-controlling interest in Q 2 Solutions from Quest Diagnostics Incorporated ("Quest") for approximately $ 758 million, financed with cash on hand.

The $ 758 million reflects post-closing adjustments to date.

The transaction resulted in the Company having 100 % ownership in Q 2 Solutions.

As of September 30, 2021, the Company had no other material non-controlling interests .

Business Combinations

The Company completed several individually immaterial acquisitions during the nine months ended September 30, 2021.

The Company’s assessment of fair value and the purchase price allocation related to these acquisitions is preliminary and subject to change upon completion.

The Company completed several individually immaterial acquisitions during the three months ended March 31, 2022.

The Company’s assessment of fair value, including the valuation of certain identified intangibles, and the purchase price allocation related to these acquisitions is preliminary and subject to change upon completion.

Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the acquisition date).

2 unchanged sentences

Pro forma information is not presented as pro forma results of operations would not be materially different to the actual results of operations of the Company.

The following table provides certain financial information for these acquisitions, including the preliminary allocation of the purchase price to certain intangible assets acquired and goodwill:

(in millions) 2021 Amortization Period

The following table provides certain preliminary financial information for these acquisitions:

(in millions) March 31, 2022

Assets acquired:

1 unchanged sentence

Other assets 68

Other identifiable intangibles, net

Customer relationships 208 16 years

Non-compete agreements 2 5 years

Software and related assets 72 8 years

Trade names 7 10 years

Backlog 17 2 years

Other identifiable intangibles 137

Liabilities assumed:

2 unchanged sentences

Net assets acquired (1) $ 462

(1) Total cash paid for acquisitions, net of cash acquired, in the accompanying condensed consolidated statement of cash flows, includes contingent consideration and deferred purchase price of $ 26 million for the three months ended March 31, 2022.

The portion of goodwill deductible for income tax purposes was preliminarily assessed as $ 56 million.

The following table provides a summary of the preliminary estimated fair value of certain intangible assets acquired:

(in millions) Amortization Period March 31, 2022

Other identifiable intangibles:

Customer relationships 11 - 17 years $ 115

Backlog 1 - 4 years 14

Software and related assets 4 - 5 years 6

Trade names 2 years 2

Total Other identifiable intangibles $ 137

Restructuring

4 unchanged sentences

(in millions) Severance and

Related Costs Facility

Exit Costs Total

Related Costs

Balance as of December 31, 2021 $ 30

1 unchanged sentence

Payments ( 8 )

Foreign currency translation and other ( 2 ) — ( 2 )

Balance as of September 30, 2021 $ 29 $ 1 $ 30

Balance as of March 31, 2022 $ 29

The reversals were due to changes in estimates primarily from the redeployment of staff and higher than expected voluntary terminations.

Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management.

The Company expects that the majority of the restructuring accruals as of September 30, 2021 will be paid in 2021 and 2022.

The effective income tax rate was 4.4 % and ( 2.9 )% in the third quarter of 2021 and 2020, respectively, and 13.8 % and 5.0 % in the first nine months of 2021 and 2020, respectively.

In the third quarter of 2021 the Company recorded a benefit related to a 2020 U.S.

Federal tax return position associated with Foreign Derived Intangible Income (“FDII”) and Global Intangible Low-Taxed Income (“GILTI”) tax credits of $ 29 million.

In the third quarter of 2020, the U.S.

Treasury Department issued final regulations regarding FDII and GILTI and the Company had determined it would elect the GILTI high tax exception as allowed by the final regulations.

As a result, the Company amended its 2018 U.S.

Federal consolidated income tax return and plans to amend its 2019 U.S.

Federal consolidated income tax return.

This resulted in a favorable impact of $ 24 million, which the Company recorded in the third quarter of 2020.

Additionally, the effective income tax rate in the third quarter and first nine months of 2021 and 2020 was favorably impacted as a result of excess tax benefits recognized upon settlement of share-based compensation awards.

For the third quarter of 2021 and 2020 this impact was $ 3 million and $ 9 million, respectively, and for the first nine months of 2021 and 2020 this impact was $ 26 million and $ 35 million, respectively.

Also, the effective income tax rate in the first nine months of 2020 was unfavorably impacted by a $ 10 million discrete tax expense related to change in the measurement of U.S.

tax on undistributed foreign earnings.

Comprehensive Income

The Company expects that the majority of the restructuring accruals as of March 31, 2022 will be paid in 2022 and 2023.

The effective income tax rate was 17.8 % and 17.1 % in the first quarter of 2022 and 2021, respectively.

The effective income tax rate in the first quarter of 2022 and 2021 was favorably impacted by $ 13 million and $ 17 million, respectively, as a result of excess tax benefits recognized upon settlement of share-based compensation awards.

Accumulated Other Comprehensive (Loss) Income

Below is a summary of the components of AOCI:

3 unchanged sentences

Balance as of December 31, 2021 $ ( 570 ) $ ( 21 ) $ 5 $ 180 $ ( 406 )

Other comprehensive income (loss) before reclassifications ( 170 ) ( 1 ) — ( 66 ) ( 237 )

Other comprehensive (loss) income before reclassifications ( 13 ) 39 ( 2 ) ( 36 ) ( 12 )

Reclassification adjustments — ( 1 ) — — ( 1 )

Acquisition of Quest's non-controlling interest ( 10 ) — — — ( 10 )

Balance as of September 30, 2021 $ ( 575 ) $ ( 40 ) $ ( 85 ) $ 255 $ ( 445 )

Below is a summary of the adjustments for (gains) losses reclassified from AOCI into the condensed consolidated statements of income and the affected financial statement line item:

Balance as of March 31, 2022 $ ( 583 ) $ 17 $ 3 $ 144 $ ( 419 )

Below is a summary of the adjustments for amounts reclassified from AOCI into the condensed consolidated statements of income and the affected financial statement line item:

(in millions) Affected Financial Statement

Line Item Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Line Item Three Months Ended March 31,

Derivative instruments:

Interest rate swaps and caps Interest expense $ 5 $ — $ 14 $ —

Interest rate swaps Interest expense $ — $ ( 4 )

Foreign exchange forward contracts Revenues 1 2

Foreign exchange forward contracts Other income, net — ( 1 ) — ( 1 )

Total before income taxes 1 ( 2 )

3 unchanged sentences

The Company is managed through three reportable segments, Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions.

Technology & Analytics Solutions provides critical information, technology solutions and real world insights and services to our life science clients.

Research & Development Solutions, which primarily serves biopharmaceutical clients, is engaged in research and development and provides clinical research and clinical trial services.

Contract Sales & Medical Solutions provides contract sales to both biopharmaceutical clients and the broader healthcare market.

Certain costs are not allocated to the Company’s segments and are reported as general corporate and unallocated expenses.

Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to the Company's life science clients.

Research & Development Solutions, which primarily serves biopharmaceutical customers, provides outsourced clinical research and clinical trial related services.

Contract Sales & Medical Solutions provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.

Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses.

These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions.

2 unchanged sentences

The Company’s reportable segment information is presented below:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2022 2021

7 unchanged sentences

Contract Sales & Medical Solutions 167 160

Total costs of revenue 2,253 1,800 6,869 5,328

Total costs of revenue, exclusive of depreciation and amortization 2,323 2,293

Selling, general and administrative expenses

14 unchanged sentences

Earnings Per Share

The following table presents the weighted average number of outstanding stock-based awards not included in the computation of diluted earnings per share because they are subject to performance conditions or the effect of including such stock-based awards in the computation would be anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2021 2020 2021 2020

Shares subject to performance conditions 0.9 1.1 0.8 1.2

Shares subject to anti-dilutive stock-based awards — 1.1 0.1 1.3

Total shares excluded from diluted earnings per share 0.9 2.2 0.9 2.5

The vesting of performance awards is contingent upon the achievement of certain performance targets.

The performance awards are not included in diluted earnings per share until the performance targets have been met.

The following table reconciles the basic to diluted weighted average shares outstanding:

Three Months Ended March 31,

(in millions, except per share data) 2022 2021

Net income attributable to IQVIA Holdings Inc.

Basic weighted average common shares outstanding 190.0 191.5

Effect of dilutive stock options and share awards 3.4 3.4

Diluted weighted average common shares outstanding 193.4 194.9

Earnings per share attributable to common stockholders:

Basic $ 1.71 $ 1.11

Diluted $ 1.68 $ 1.09

Stock-based awards will have a dilutive effect under the treasury method when the respective period's average market value of the Company's common stock exceeds the exercise proceeds.

Performance awards are included in diluted earnings per share based on if the performance targets have been met at the end of the reporting period.

For the three months ended March 31, 2022 and 2021, the weighted average number of outstanding stock-based awards not included in the computation of diluted earnings per share because they are subject to performance conditions or the effect of including such stock-based awards in the computation would be anti-dilutive was 0.3 and 1.0 , million, respectively.

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-Q

Item 1. Financial Statements