IQVIA HOLDINGS INC. 10-Q

Item 1. Financial Statements IQVIA HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2022 2021 2022 2021 Revenues $ 3,541 $ 3,438 $ 7,109 $ 6,847 Cost of revenues, exclusive of depreciation and amortization 2,331 2,323 4,654 4,616 Selling, general and administrative expenses 483 482 971 924 Depreciation and amortization 270 343 525 666 Restructuring costs 4 4 11 13 Income from operations 453 286 948 628 Interest income ( 2 ) ( 1 ) ( 3 ) ( 2 ) Interest expense 94 94 180 193 Loss on extinguishment of debt — — — 24 Other expense (income), net 33 ( 29 ) 43 ( 66 ) Income before income taxes and equity in (losses) earnings of unconsolidated affiliates 328 222 728 479 Income tax expense 71 48 142 92 Income before equity in (losses) earnings of unconsolidated affiliates 257 174 586 387 Equity in (losses) earnings of unconsolidated affiliates ( 1 ) 1 ( 5 ) 5 Net income 256 175 581 392 Net income attributable to non-controlling interests — — — ( 5 ) Net income attributable to IQVIA Holdings Inc. $ 256 $ 175 $ 581 $ 387 Earnings per share attributable to common stockholders: Basic $ 1.36 $ 0.91 $ 3.07 $ 2.02 Diluted $ 1.34 $ 0.90 $ 3.02 $ 1.99 Weighted average common shares outstanding: Basic 188.3 191.6 189.2 191.6 Diluted 191.1 194.9 192.2 194.9 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Ta b l e o f c o n t e n t s IQVIA HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Net income $ 256 $ 175 $ 581 $ 392 Comprehensive income adjustments: Unrealized (losses) gains on derivative instruments, net of income tax (benefit) expense of $( 1 ), $( 1 ), $ 8 , $ — ( 7 ) ( 2 ) 23 4 Defined benefit plan adjustments, net of income tax (benefit) expense of $ — , $ — , $ — , $ — ( 4 ) — ( 6 ) — Foreign currency translation, net of income tax expense (benefit) of $ 84 , $( 23 ), $ 111 , $ 39 ( 281 ) 58 ( 321 ) ( 120 ) Reclassification adjustments: Reclassifications on derivative instruments included in net income, net of income tax benefit of $ 4 , $ — , $ 4 , $ 1 14 3 13 4 Comprehensive (loss) income ( 22 ) 234 290 280 Comprehensive income attributable to non-controlling interests — — — ( 5 ) Comprehensive (loss) income attributable to IQVIA Holdings Inc. $ ( 22 ) $ 234 $ 290 $ 275 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Ta b l e o f c o n t e n t s IQVIA HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in millions, except per share data) June 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 1,428 $ 1,366 Trade accounts receivable and unbilled services, net 2,679 2,551 Prepaid expenses 188 156 Income taxes receivable 44 58 Investments in debt, equity and other securities 90 111 Other current assets and receivables 482 521 Total current assets 4,911 4,763 Property and equipment, net 529 497 Operating lease right-of-use assets 370 406 Investments in debt, equity and other securities 67 76 Investments in unconsolidated affiliates 92 88 Goodwill 13,104 13,301 Other identifiable intangibles, net 4,733 4,943 Deferred income taxes 120 124 Deposits and other assets 487 491 Total assets $ 24,413 $ 24,689 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 2,847 $ 2,981 Unearned income 1,810 1,825 Income taxes payable 118 137 Current portion of long-term debt 152 91 Other current liabilities 177 207 Total current liabilities 5,104 5,241 Long-term debt, less current portion 12,615 12,034 Deferred income taxes 494 410 Operating lease liabilities 285 313 Other liabilities 563 649 Total liabilities 19,061 18,647 Commitments and contingencies (Note 8) Stockholders’ equity: Common stock and additional paid-in capital, 400.0 shares authorized as of June 30, 2022 and December 31, 2021, $ 0.01 par value, 256.3 shares issued and 186.6 shares outstanding as of June 30, 2022; 255.8 shares issued and 190.6 shares outstanding as of December 31, 2021 10,790 10,777 Retained earnings 2,824 2,243 Treasury stock, at cost, 69.7 and 65.2 shares as of June 30, 2022 and December 31, 2021, respectively ( 7,565 ) ( 6,572 ) Accumulated other comprehensive loss ( 697 ) ( 406 ) Total stockholders’ equity 5,352 6,042 Total liabilities and stockholders’ equity $ 24,413 $ 24,689 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Ta b l e o f c o n t e n t s IQVIA HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, (in millions) 2022 2021 Operating activities: Net income $ 581 $ 392 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 525 666 Amortization of debt issuance costs and discount 7 10 Stock-based compensation 75 80 Losses (earnings) from unconsolidated affiliates 5 ( 5 ) Loss (gain) on investments, net 29 ( 9 ) Benefit from deferred income taxes ( 28 ) ( 43 ) Changes in operating assets and liabilities: Change in accounts receivable, unbilled services and unearned income ( 143 ) 481 Change in other operating assets and liabilities ( 214 ) ( 166 ) Net cash provided by operating activities 837 1,406 Investing activities: Acquisition of property, equipment and software ( 338 ) ( 294 ) Acquisition of businesses, net of cash acquired ( 464 ) ( 65 ) Purchases of marketable securities, net ( 3 ) ( 8 ) Investments in unconsolidated affiliates, net of payments received ( 10 ) ( 3 ) Proceeds from sale of equity securities — 9 Other 3 — Net cash used in investing activities ( 812 ) ( 361 ) Financing activities: Proceeds from issuance of debt 1,250 1,751 Payment of debt issuance costs ( 5 ) ( 32 ) Repayment of debt and principal payments on finance leases ( 47 ) ( 1,794 ) Proceeds from revolving credit facility 1,150 — Repayment of revolving credit facility ( 1,250 ) — Payments related to employee stock option plans ( 69 ) ( 55 ) Repurchase of common stock ( 893 ) ( 107 ) Acquisition of Quest's non-controlling interest — ( 756 ) Contingent consideration and deferred purchase price payments ( 21 ) ( 38 ) Net cash provided by (used in) financing activities 115 ( 1,031 ) Effect of foreign currency exchange rate changes on cash ( 78 ) ( 21 ) Increase (decrease) in cash and cash equivalents 62 ( 7 ) Cash and cash equivalents at beginning of period 1,366 1,814 Cash and cash equivalents at end of period $ 1,428 $ 1,807 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Ta b l e o f c o n t e n t s IQVIA HOLDINGS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) (in millions) Common Stock Shares Treasury Stock Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive (Loss) Income Non- controlling Interests Total Balance, December 31, 2021 255.8 ( 65.2 ) $ 3 $ 10,774 $ 2,243 $ ( 6,572 ) $ ( 406 ) $ — $ 6,042 Issuance of common stock 0.4 — — ( 67 ) — — — — ( 67 ) Repurchase of common stock — ( 1.7 ) — — — ( 403 ) — — ( 403 ) Stock-based compensation — — — 35 — — — — 35 Net income — — — — 325 — — — 325 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 ) Reclassification adjustments, net of tax — — — — — — ( 1 ) — ( 1 ) Balance, March 31, 2022 256.2 ( 66.9 ) 3 10,742 2,568 ( 6,975 ) ( 419 ) — 5,919 Issuance of common stock 0.1 — — ( 2 ) — — — — ( 2 ) Repurchase of common stock — ( 2.8 ) — — — ( 590 ) — — ( 590 ) Stock-based compensation — — — 47 — — — — 47 Net income — — — — 256 — — — 256 Unrealized losses on derivative instruments, net of tax — — — — — — ( 7 ) — ( 7 ) Defined benefit plan adjustments, net of tax — — — — — — ( 4 ) — ( 4 ) Foreign currency translation, net of tax — — — — — — ( 281 ) — ( 281 ) Reclassification adjustments, net of tax — — — — — — 14 — 14 Balance, June 30, 2022 256.3 ( 69.7 ) $ 3 $ 10,787 $ 2,824 $ ( 7,565 ) $ ( 697 ) $ — $ 5,352 (in millions) Common Stock Shares Treasury Stock Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive (Loss) Income Non- controlling Interests Total Balance, December 31, 2020 254.7 ( 63.5 ) $ 3 $ 11,092 $ 1,277 $ ( 6,166 ) $ ( 205 ) $ 279 $ 6,280 Issuance of common stock 0.7 — — ( 57 ) — — — — ( 57 ) Repurchase of common stock — ( 0.3 ) — — — ( 62 ) — — ( 62 ) Stock-based compensation — — — 30 — — — — 30 Net income — — — — 212 — — 5 217 Unrealized gains on derivative instruments, net of tax — — — — — — 6 — 6 Foreign currency translation, net of tax — — — — — — ( 178 ) — ( 178 ) Reclassification adjustments, net of tax — — — — — — 1 — 1 Balance, March 31, 2021 255.4 ( 63.8 ) 3 11,065 1,489 ( 6,228 ) ( 376 ) 284 6,237 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 ) $ 3 $ 10,693 $ 1,664 $ ( 6,273 ) $ ( 327 ) $ — $ 5,760 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Ta b l e o f c o n t e n t s IQVIA HOLDINGS INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 1. Summary of Significant Accounting Policies The Company IQVIA Holdings Inc. (together with its subsidiaries, the “Company” or “IQVIA”) is a leading global provider of advanced analytics, technology solutions and clinical research services to the life sciences industry. With approximately 83,000 employees, IQVIA conducts business in more than 100 countries. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP. Recently Issued Accounting Standards Accounting pronouncements adopted 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 and six months ended June 30, 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 . 8 Ta b l e o f c o n t e n t s 2. 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 six months ended June 30, 2022 and 2021: Three Months Ended June 30, 2022 (in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total Revenues: Americas $ 716 $ 866 $ 88 $ 1,670 Europe and Africa 540 532 43 1,115 Asia-Pacific 152 552 52 756 Total revenues $ 1,408 $ 1,950 $ 183 $ 3,541 Three Months Ended June 30, 2021 (in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total Revenues: Americas $ 635 $ 935 $ 86 $ 1,656 Europe and Africa 565 507 42 1,114 Asia-Pacific 153 449 66 668 Total revenues $ 1,353 $ 1,891 $ 194 $ 3,438 Six Months Ended June 30, 2022 (in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total Revenues: Americas $ 1,397 $ 1,812 $ 179 $ 3,388 Europe and Africa 1,136 1,039 89 2,264 Asia-Pacific 314 1,033 110 1,457 Total revenues $ 2,847 $ 3,884 $ 378 $ 7,109 Six Months Ended June 30, 2021 (in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total Revenues: Americas $ 1,235 $ 1,969 $ 164 $ 3,368 Europe and Africa 1,155 950 91 2,196 Asia-Pacific 311 840 132 1,283 Total revenues $ 2,701 $ 3,759 $ 387 $ 6,847 No individual customer represented 10% or more of consolidated revenues for the three and six months ended June 30, 2022 or 2021. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2022, approximately $ 28.7 billion of revenue is expected to be recognized in the future from remaining performance obligations. The Company expects to recognize revenue on approximately 30 % 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 . 9 Ta b l e o f c o n t e n t s 3. Trade Accounts Receivable, Unbilled Services and Unearned Income Trade accounts receivables and unbilled services consist of the following: (in millions) June 30, 2022 December 31, 2021 Billed $ 1,261 $ 1,275 Unbilled services 1,446 1,309 Trade accounts receivable and unbilled services 2,707 2,584 Allowance for doubtful accounts ( 28 ) ( 33 ) Trade accounts receivable and unbilled services, net $ 2,679 $ 2,551 Unbilled services and unearned income were as follows: (in millions) June 30, 2022 December 31, 2021 Change Unbilled services $ 1,446 $ 1,309 $ 137 Unearned income ( 1,810 ) ( 1,825 ) 15 Net balance $ ( 364 ) $ ( 516 ) $ 152 Unbilled services, which is comprised of approximately 61 % and 62 % of unbilled receivables and 39 % and 38 % of contract assets as of June 30, 2022 and December 31, 2021, respectively, increased by $ 137 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 decreased by $ 15 million over the same period resulting in an increase of $ 152 million in the net balance of unbilled services and unearned income between December 31, 2021 and June 30, 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, primarily 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 and six months ended June 30, 2022 and 2021. 4. Goodwill The following is a summary of goodwill by reportable segment for the six months ended June 30, 2022: (in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Consolidated Balance as of December 31, 2021 $ 11,337 $ 1,802 $ 162 $ 13,301 Business combinations 72 237 — 309 Impact of foreign currency fluctuations and other ( 471 ) ( 25 ) ( 10 ) ( 506 ) Balance as of June 30, 2022 $ 10,938 $ 2,014 $ 152 $ 13,104 10 Ta b l e o f c o n t e n t s 5. Derivatives 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 June 30, 2022 December 31, 2021 Assets Liabilities Notional Assets Liabilities Notional Derivatives designated as hedging instruments: Foreign exchange forward contracts Other current assets and liabilities $ — $ 10 $ 122 $ — $ 3 $ 110 Interest rate swaps Other current assets, other assets and liabilities 35 — 1,800 4 24 1,800 Total derivatives $ 35 $ 10 $ 4 $ 27 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 June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Foreign exchange forward contracts $ ( 5 ) $ ( 2 ) $ ( 7 ) $ ( 4 ) Interest rate swaps 15 3 55 13 Total $ 10 $ 1 $ 48 $ 9 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 six months ended June 30, 2022 and 2021 was $ 466 million and $ 206 million, respectively. 6. Fair Value Measurements The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity. 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 June 30, 2022 and December 31, 2021 due to their short-term nature. As of June 30, 2022 and December 31, 2021, the fair value of total debt approximated $ 12,050 million and $ 12,255 million, respectively, as determined under Level 1 and Level 2 measurements for these financial instruments. 11 Ta b l e o f c o n t e n t s 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 June 30, 2022: (in millions) Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 117 $ — $ — $ 117 Derivatives — 35 — 35 Total $ 117 $ 35 $ — $ 152 Liabilities: Derivatives $ — $ 10 $ — $ 10 Contingent consideration — — 76 76 Total $ — $ 10 $ 76 $ 86 Below is a summary of the valuation techniques used in determining fair value: Marketable securities — The Company values trading and available-for-sale securities using the quoted market value of the securities held. Derivatives — Derivatives consist of foreign exchange contracts and interest rate swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable inputs. The fair value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. Contingent consideration — The Company values contingent consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. 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 June 30, 2022 the Company has accrued approximately 81 % 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 six months ended June 30: Contingent Consideration (in millions) 2022 2021 Balance as of January 1 $ 76 $ 119 Business combinations 23 23 Contingent consideration paid ( 18 ) ( 35 ) Revaluations included in earnings and foreign currency translation adjustments ( 5 ) ( 21 ) Balance as of June 30 $ 76 $ 86 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 contingent consideration are recognized in other expense (income), net on the accompanying condensed consolidated statements of income. A change in significant unobservable inputs could result in a higher or lower fair value measurement of contingent consideration. Non-recurring Fair Value Measurements As of June 30, 2022, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled approximately $ 17,969 million and were identified as Level 3. These assets are comprised of cost and equity method investments of $ 132 million, goodwill of $ 13,104 million and other identifiable intangibles, net of $ 4,733 million. 12 Ta b l e o f c o n t e n t s 7. Credit Arrangements The following is a summary of the Company’s revolving credit facilities as of June 30, 2022: Facility Interest Rates $ 1,500 million (revolving credit facility) LIBOR in the relevant currency borrowed plus a margin of 1.25 % as of June 30, 2022 $ 110 million (receivables financing facility) LIBOR Market Index Rate ( 1.79 % as of June 30, 2022) plus 0.90 % The following table summarizes the Company’s debt at the dates indicated: (dollars in millions) June 30, 2022 December 31, 2021 Revolving Credit Facility due 2026: U.S. Dollar denominated borrowings—U.S. Dollar LIBOR at average floating rates of — % $ — $ 100 Senior Secured Credit Facilities: Term A Loan due 2026—U.S. Dollar LIBOR at average floating rates of 3.50 % 1,379 1,415 Term A Loan due 2026—Euribor at average floating rates of 1.25 % 314 351 Term A Loan due 2027—U.S. Dollar SOFR at average floating rates of 3.03 % 1,250 — Term B Loan due 2024—U.S. Dollar LIBOR at average floating rates of 3.42 % 510 510 Term B Loan due 2024—Euribor at average floating rates of 2.00 % 1,144 1,242 Term B Loan due 2025—U.S. Dollar LIBOR at average floating rates of 3.42 % 670 670 Term B Loan due 2025—U.S. Dollar LIBOR at average floating rates of 4.00 % 860 860 Term B Loan due 2025—Euribor at average floating rates of 2.00 % 546 592 5.0 % Senior Notes due 2027—U.S. Dollar denominated 1,100 1,100 5.0 % Senior Notes due 2026—U.S. Dollar denominated 1,050 1,050 2.875 % Senior Notes due 2025—Euro denominated 439 476 2.25 % Senior Notes due 2028—Euro denominated 753 817 2.875 % Senior Notes due 2028—Euro denominated 743 807 1.750 % Senior Notes due 2026—Euro denominated 575 624 2.250 % Senior Notes due 2029—Euro denominated 941 1,021 Receivables financing facility due 2024—U.S. Dollar LIBOR at average floating rates of 2.57 %: Revolving Loan Commitment 110 110 Term Loan 440 440 Principal amount of debt 12,824 12,185 Less: unamortized discount and debt issuance costs ( 57 ) ( 60 ) Less: current portion ( 152 ) ( 91 ) Long-term debt $ 12,615 $ 12,034 13 Ta b l e o f c o n t e n t s Contractual maturities of long-term debt are as follows as of June 30, 2022: (in millions) Remainder of 2022 $ 76 2023 152 2024 2,355 2025 2,667 2026 3,069 Thereafter 4,505 $ 12,824 Senior Secured Credit Facilities On June 16, 2022, the Company entered into Amendment No. 1 to the Company’s Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) to borrow $ 1,250 million in additional U.S. Dollar denominated term A loans due 2027 (the “Additional Term A Loans”). The Additional Term A Loans bear interest based at the Secured Overnight Financing Rate term rates (“Term SOFR”), plus a credit spread adjustment of 0.10 % plus a margin ranging from 1.125 % to 2.00 %, with a Term SOFR floor of 0.00 % per annum. The proceeds from the Additional Term A Loans were used to repay approximately $ 950 million of outstanding revolving credit loans under the Company’s Credit Agreement and for general corporate purposes. As of June 30, 2022, the Company’s Credit Agreement provided financing through several senior secured credit facilities of up to approximately $ 8,173 million, which consisted of $ 6,673 million principal amounts of debt outstanding (as detailed in the table above), and $ 1,500 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 The Company’s debt agreements provide for certain covenants and events of default customary for similar instruments, including a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the senior secured credit facility agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and term loans, other actions permitted to be taken by a secured creditor. 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 June 30, 2022, the Company was in compliance in all material respects with the financial covenants under the Company’s financing arrangements . 8. Contingencies The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded an accrual in the consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and estimates of such liabilities accordingly. 14 Ta b l e o f c o n t e n t s The Company routinely enters into agreements with third parties, including our clients and suppliers, all in the normal course of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such other party may suffer as a result of potential intellectual property infringement and other claims. The Company has not accrued a liability with respect to these matters generally, as the exposure is considered remote. Based on its review of the latest information available, management does not expect the impact of pending legal and tax proceedings, claims and litigation, either individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, cash flows or financial position. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which it is resolved. The following is a summary of certain legal matters involving the Company. On February 13, 2014, a group of approximately 1,200 medical doctors and 900 private individuals filed a civil lawsuit with the Seoul Central District Court against IMS Korea and two other defendants, the Korean Pharmaceutical Association (“KPA”) and the Korean Pharmaceutical Information Center (“KPIC”). The civil lawsuit alleges KPA and KPIC collected their personal information in violation of applicable privacy laws without the necessary consent through a software system installed on pharmacy computer systems in Korea, and that personal information was transferred to IMS Korea and sold to pharmaceutical companies. On September 11, 2017, the District Court issued a final decision that the encryption in use by the defendants since June 2014 was adequate to meet the requirements of the Korean Personal Information Privacy Act (“PIPA”) and the sharing of non-identified information for market research purposes was allowed under PIPA. The District Court also found an earlier version of encryption was insufficient to meet PIPA requirements, but no personal data had been leaked or re-identified. The District Court did not award any damages to plaintiffs. Approximately 280 medical doctors and 200 private individuals appealed the District Court decision. 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. The Company believes the appeal is without merit and is vigorously defending its position. On July 23, 2015, indictments were issued by the Seoul Central District Prosecutors’ Office in South Korea against 24 individuals and companies alleging improper handling of sensitive health information in violation of, among others, South Korea’s Personal Information Protection Act. IMS Korea and two of its employees were among the individuals and organizations indicted. 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, 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. On January 10, 2017, Quintiles IMS Health Incorporated and IMS Software Services Ltd. (collectively “IQVIA Parties”), filed a lawsuit in the U.S. District Court for the District of New Jersey against Veeva Systems, Inc. (“Veeva”) alleging Veeva unlawfully used IQVIA Parties intellectual property to improve Veeva data offerings, to promote and market Veeva data offerings and to improve Veeva technology offerings. IQVIA Parties seek injunctive relief, appointment of a monitor, the award of compensatory and punitive damages and reimbursement of all litigation expenses, including reasonable attorneys’ fees and costs. On March 13, 2017, Veeva filed counterclaims alleging anticompetitive business practices in violation of the Sherman Act and state laws. Veeva claims damages in excess of $ 200 million, and is seeking punitive damages and litigation costs, including attorneys’ fees. We believe the counterclaims are without merit, reject all counterclaims raised by Veeva and intend to vigorously defend IQVIA Parties’ position and pursue our claims against Veeva. Since the initial filings, the parties have filed additional litigations against each other, primarily concerning the use of IQVIA data with various other Veeva products. The parties are engaged in the discovery process in connection with these lawsuits. 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. 15 Ta b l e o f c o n t e n t s In 2016, IQVIA acquired Dimensions Healthcare LLC (“Dimensions”), a company operating in the Middle East that was engaged in a joint venture with MedImpact International LLC (“MedImpact International”). The joint venture was terminated in late 2017, and on January 23, 2018, MedImpact International brought an arbitration in Dubai against Dimensions alleging that Dimensions had obtained access to its intellectual property through its prior joint venture with MedImpact International and had used that access to misappropriate and misuse MedImpact International’s intellectual property. Dimensions was ordered to pay an immaterial amount of damages and attorneys’ fees, and enjoined from future use of certain claimed MedImpact International intellectual property. On September 26, 2019, MedImpact Healthcare Systems, Inc., MedImpact International, MedImpact International Hong Kong Ltd (collectively, “MedImpact”) filed suit in the U.S. District Court for the Southern District of California alleging that various IQVIA entities (IQVIA Inc., IQVIA AG, and IQVIA Ltd.) and two IQVIA employees in the Middle East misappropriated its intellectual property, in violation of, among other things, the U.S. Defend Trade Secrets Act (“DTSA”) and the Racketeer Influenced and Corrupt Organizations Act (“RICO”). In particular, MedImpact alleges that IQVIA acquired Dimensions to obtain access to MedImpact’s intellectual property and then used that access to misappropriate and misuse MedImpact's intellectual property. MedImpact claims damages of approximately $ 100 million and is seeking the trebling of its damages and reimbursement of its litigation expenses, including its attorneys’ fees. MedImpact further seeks to enjoin IQVIA from continuing to misuse its intellectual property. IQVIA rejects the claims raised by MedImpact and is vigorously defending IQVIA’s position. The parties have mostly completed discovery and await the Court’s decisions on numerous motions, including motions for summary judgment. A trial date is anticipated in 2023. On December 13, 2021, IQVIA filed suit against MedImpact in the same California federal court, alleging that MedImpact and a former executive misappropriated and misused IQVIA’s intellectual property received in the same prior joint venture, in violation of, among other things, the DTSA and RICO. IQVIA seeks treble damages in an unspecified amount, reimbursement of litigation expenses, including attorneys’ fees, and to enjoin MedImpact from continuing to misuse its intellectual property. 9. Stockholders’ Equity Preferred Stock 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 June 30, 2022 or December 31, 2021. Equity Repurchase Program On February 10, 2022, the Company’s Board of Directors (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 six months ended June 30, 2022, the Company repurchased 4.5 million shares of its common stock for $ 993 million under the Repurchase Program. These amounts include approximately 0.5 million of shares valued at approximately $ 100 million, which were accrued for as of June 30, 2022 based on the terms of the transactions. As of June 30, 2022, the Company has remaining authorization to repurchase up to approximately $ 1.5 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. 10. Business Combinations The Company completed several individually immaterial acquisitions during the six months ended June 30, 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). The Company recorded goodwill from these acquisitions, primarily attributable to assembled workforce and expected synergies. The condensed consolidated financial statements include the results of the acquisitions subsequent to their respective closing dates. 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. 16 Ta b l e o f c o n t e n t s The following table provides certain preliminary financial information for these acquisitions: (in millions) June 30, 2022 Assets acquired: Cash and cash equivalents $ 13 Other assets 72 Goodwill 309 Other identifiable intangibles 199 Liabilities assumed: Other liabilities ( 53 ) Deferred income taxes, long-term ( 37 ) Net assets acquired (1) $ 503 (1) Net assets acquired includes contingent consideration and deferred purchase price of $ 26 million for the six months ended June 30, 2022. The portion of goodwill deductible for income tax purposes was preliminarily assessed as $ 30 million. The following table provides a summary of the preliminary estimated fair value of certain intangible assets acquired: (in millions) Amortization Period June 30, 2022 Other identifiable intangibles: Customer relationships 1 - 17 years $ 161 Non-compete agreements 3 years 3 Software and related assets 3 - 5 years 15 Trade names 2 years 3 Backlog 1 - 4 years 14 Databases 5 years 3 Total Other identifiable intangibles $ 199 11. Restructuring The Company has continued to take restructuring actions in 2022 to align its resources and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These actions include consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements. These restructuring actions are expected to continue into 2023. The following amounts were recorded for the restructuring plans: (in millions) Severance and Related Costs Balance as of December 31, 2021 $ 30 Expense, net of reversals 11 Payments ( 16 ) Foreign currency translation and other ( 2 ) Balance as of June 30, 2022 $ 23 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 June 30, 2022 will be paid in 2022 and 2023. 17 Ta b l e o f c o n t e n t s 12. Income Taxes The effective income tax rate was 21.6 % in the second quarter of 2022 and 2021, and 19.5 % and 19.2 % in the first six months of 2022 and 2021, respectively. The effective income tax rate in the second quarter and in the first six months of 2022 and 2021 was favorably impacted as a result of excess tax benefits recognized upon settlement of share-based compensation awards. For the second quarter of 2022 and 2021 this impact was $ 1 million and $ 6 million, respectively, and for the first six months of 2022 and 2021 this impact was $ 14 million and $ 23 million , respectively. 13. Accumulated Other Comprehensive (Loss) Income Below is a summary of the components of AOCI: (in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Plans Income Taxes Total Balance as of December 31, 2021 $ ( 570 ) $ ( 21 ) $ 5 $ 180 $ ( 406 ) Other comprehensive (loss) income before reclassifications ( 210 ) 31 ( 6 ) ( 119 ) ( 304 ) Reclassification adjustments — 17 — ( 4 ) 13 Balance as of June 30, 2022 $ ( 780 ) $ 27 $ ( 1 ) $ 57 $ ( 697 ) 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Derivative instruments: Interest rate swaps Interest expense $ ( 7 ) $ ( 5 ) $ ( 7 ) $ ( 9 ) Foreign exchange forward contracts Revenues ( 11 ) 2 ( 10 ) 4 Total before income taxes ( 18 ) ( 3 ) ( 17 ) ( 5 ) Income taxes ( 4 ) — ( 4 ) ( 1 ) Total net of income taxes $ ( 14 ) $ ( 3 ) $ ( 13 ) $ ( 4 ) 14. Segments The following table presents the Company’s operations by reportable segment. The Company is managed through three reportable segments, Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. 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. The Company also does not allocate depreciation and amortization or impairment charges to its segments. Asset information by segment is not presented, as this measure is not used by the chief operating decision maker to assess the Company’s performance. The Company’s reportable segment information is presented below: 18 Ta b l e o f c o n t e n t s Three Months Ended June 30, Six Months Ended June 30, (in millions) 2022 2021 2022 2021 Revenues Technology & Analytics Solutions $ 1,408 $ 1,353 $ 2,847 $ 2,701 Research & Development Solutions 1,950 1,891 3,884 3,759 Contract Sales & Medical Solutions 183 194 378 387 Total revenues 3,541 3,438 7,109 6,847 Cost of revenues, exclusive of depreciation and amortization Technology & Analytics Solutions 828 808 1,662 1,620 Research & Development Solutions 1,348 1,355 2,670 2,676 Contract Sales & Medical Solutions 155 160 322 320 Total cost of revenues, exclusive of depreciation and amortization 2,331 2,323 4,654 4,616 Selling, general and administrative expenses Technology & Analytics Solutions 196 193 415 380 Research & Development Solutions 204 193 415 378 Contract Sales & Medical Solutions 15 14 31 27 General corporate and unallocated 68 82 110 139 Total selling, general and administrative expenses 483 482 971 924 Segment profit Technology & Analytics Solutions 384 352 770 701 Research & Development Solutions 398 343 799 705 Contract Sales & Medical Solutions 13 20 25 40 Total segment profit 795 715 1,594 1,446 General corporate and unallocated ( 68 ) ( 82 ) ( 110 ) ( 139 ) Depreciation and amortization ( 270 ) ( 343 ) ( 525 ) ( 666 ) Restructuring costs ( 4 ) ( 4 ) ( 11 ) ( 13 ) Total income from operations $ 453 $ 286 $ 948 $ 628 15. Earnings Per Share The following table reconciles the basic to diluted weighted average shares outstanding: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share data) 2022 2021 2022 2021 Numerator: Net income attributable to IQVIA Holdings Inc. $ 256 $ 175 $ 581 $ 387 Denominator: Basic weighted average common shares outstanding 188.3 191.6 189.2 191.6 Effect of dilutive stock options and share awards 2.8 3.3 3.0 3.3 Diluted weighted average common shares outstanding 191.1 194.9 192.2 194.9 Earnings per share attributable to common stockholders: Basic $ 1.36 $ 0.91 $ 3.07 $ 2.02 Diluted $ 1.34 $ 0.90 $ 3.02 $ 1.99 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. 19 Ta b l e o f c o n t e n t s For the three and six months ended June 30, 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 that have not been met at the end of the reporting period or the effect of including such stock-based awards in the computation would be anti-dilutive was 0.7 and 1.0 million, and 0.5 and 1.0 million, respectively. 20 Ta b l e o f c o n t e n t s