IQVIA HOLDINGS INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Exchange Act, as amended, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 110 PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this Item, other than the information regarding the executive officers of the Company set forth below, is incorporated by reference to the sections of our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) entitled “Proposal No. 1: Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate Governance—Leadership Structure—Committees of the Board.” The current executive officers of the Company are as follows: Name Age Position Ari Bousbib 61 Chairman and Chief Executive Officer Ronald E. Bruehlman 62 Executive Vice President and Chief Financial Officer Costa Panagos 49 President, Research & Development Solutions Kevin C. Knightly 62 President, Corporate Strategy and Enterprise Networks Eric Sherbet 58 Executive Vice President, General Counsel and Secretary Ari Bousbib, Director, Chairman and Chief Executive Officer Mr. Bousbib is Chairman and Chief Executive Officer of the Company. He assumed this position in October 2016 following the Merger of Quintiles and IMS Health. From 2010 until the Merger, Mr. Bousbib served as Chairman and CEO of IMS Health. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), an aerospace, defense and building systems company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, with executive leadership responsibilities for the worldwide operations of Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 to 2002, he served as its Chief Operating Officer. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton. Mr. Bousbib currently serves on the board of directors of The Home Depot, Inc. and is a member of the Harvard Medical School Health Care Policy Advisory Council. Mr. Bousbib holds a Master of Science Degree in Mathematics and Mechanical Engineering from the Ecole Superieure des Travaux Publics, Paris, and an M.B.A. from Columbia University. Ronald E. Bruehlman, Executive Vice President and Chief Financial Officer Mr. Bruehlman was appointed as Executive Vice President and Chief Financial Officer effective August 1, 2020. Mr. Bruehlman previously served as Senior Vice President and Chief Financial Officer of IMS Health from July 2011 until the merger of IMS Health and Quintiles in 2016. Prior to joining IMS Health, Mr. Bruehlman worked for 23 years at UTC, advancing through finance positions of increasing responsibility, culminating in his appointment as Vice President, Business Development, which he held from June 2009 to April 2011, where he led the company’s global strategy and corporate development activities. From June 2005 until May 2008, he was Vice President and Chief Financial Officer of Carrier Corporation. Prior to that, Mr. Bruehlman was Vice President, Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC. Mr. Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd. From 2020 to 2022. He also served as a director of The Connecticut Forum from 2005 to 2015 and served as a director of The New England Air Museum from 2009 through 2013. Mr. Bruehlman holds a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A. from the University of Chicago Booth School of Business. Costa Panagos, President, Research & Development Solutions Mr. Panagos was appointed as President, Research & Development Solutions effective April 1, 2022. Mr. Panagos joined the Company in 1999, as part of the legacy Quintiles organization, and has held numerous sales, operational and executive leadership roles during his career with the company. He was most recently president, Research & Development Operations, where he oversaw the execution of IQVIA’s global clinical development operations including traditional full-service studies, decentralized trials and flexible staffing arrangements. Prior to this, Mr. Panagos served as CEO of Q 2 Solutions, IQVIA’s global clinical trial laboratory business, and held several senior clinical and commercial leadership roles including Head of Global Sales Operations. Mr. Panagos holds a Bachelor of Science degree in biology from Brown University and an M.B.A. from the University of Chicago Booth School of Business. 111 Kevin C. Knightly, President, Corporate Strategy and Enterprise Networks Mr. Knightly has served as President, Corporate Strategy and Enterprise Networks since July 2022. Mr. Knightly previously served as the Company's President, Technology & Commercial Solutions from October 2016 to June 2022. Mr. Knightly served as Senior Vice President, Information Offerings at IMS Health from April 2015 to October 2016. From January 2011 to March 2015, Mr. Knightly served as Senior Vice President, Supplier Management at IMS Health. Prior to that, Mr. Knightly served in a number of senior financial, operations, marketing and general management roles for IMS Health, including as Senior Vice President, Pharma Business Management from 2007 until 2010. Mr. Knightly holds a Bachelor of Science degree in Economics and Accounting from the College of the Holy Cross, and an M.B.A. from New York University’s Stern Business School. Eric Sherbet, Executive Vice President, General Counsel and Secretary Mr. Sherbet has served as our Executive Vice President, General Counsel and Secretary since March 2018. Prior to joining the Company, he served as General Counsel and Secretary at Patheon N.V. from November 2014 until November 2017. Prior to joining Patheon, he was General Counsel and Corporate Secretary at InVentiv Health from April 2011 until October 2014. He also previously served as Vice President, Deputy General Counsel and Corporate Secretary at Foster Wheeler AG and before that, as Vice President, Corporate and Securities Law and Secretary with Avaya, Inc. Mr. Sherbet earned his law degree from New York University School of Law and received his bachelor’s degree in commerce/accounting from University of Virginia. Item 11. Executive Compensation Compensation The information required by this Item is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Leadership Development and Compensation Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the Company's 2023 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, is set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2023 Proxy Statement, which information is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2022: Equity Compensation Plan Information Plan Category Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a) (c) Equity compensation plans approved by security holders 6,295,718 (1) $ 128.55 (3) 8,932,670 (4) Equity compensation plans not approved by security holders 26,727 (2) — — Total 6,322,445 $ 128.55 (3) 8,932,670 112 (1) Consists of: (i) 4,376,122 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs; (ii) 892,609 shares of common stock issuable in settlement of outstanding restricted stock units awarded; (iii) 642,701 shares of common stock issuable in settlement of outstanding performance units awarded; (iv) 380,162 shares of common stock reserved for issuance at December 31, 2022 and issuable in settlement of outstanding stock settled long term incentive ("LTI") awards; and (v) 4,124 shares of deferred common stock outstanding under the Director Deferral Plan. (2) Consists of outstanding awards issued to certain executives with supplemental pension benefits in accordance with their individual employment arrangements under the IMS Health DCERP. (3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, performance units, stock settled LTI awards, deferred stock or IMS Health DCERP awards, all of which do not have an exercise price. If restricted stock units, performance units and other awards that constitute “rights” were included in this calculation, treating such awards as having an exercise price of $0, the weighted average exercise price of outstanding options, warrants and rights would be $89.35. (4) Consists of all securities remaining available under our equity compensation plans. All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity awards authorized by the plans. Does not include 2,251,704 shares that would have remained available under our Employee Stock Purchase Plan had it not been discontinued as of December 31, 2016. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is set forth under the headings “Corporate Governance,” and “Certain Relationships and Related Party Transactions” in the 2023 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this item is set forth under the headings “Audit—Fees Paid to Independent Registered Public Accounting Firm” in the 2023 Proxy Statement and is incorporated herein by reference. 113 PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements The following consolidated financial statements of IQVIA Holdings Inc. and its subsidiaries, and the independent registered public accounting firm’s report thereon, are included in Part II, Item 8 of this Annual Report: Page Management’s Report on Internal Control over Financial Reporting 62 Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 62 Consolidated Statements of Income 65 Consolidated Statements of Comprehensive Income 66 Consolidated Balance Sheets 67 Consolidated Statements of Cash Flows 68 Consolidated Statements of Stockholders’ Equity 69 Notes to Consolidated Financial Statements 70 (2) Financial Statement Schedules for the Years Ended December 31, 2022, 2021 and 2020 Schedule I—Condensed Financial Information of Registrant (Parent Company Only) 121 Schedule II—Valuation and Qualifying Accounts 125 All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto. (3) Exhibits The exhibits in the accompanying Exhibit Index preceding the signature page are filed or furnished as a part of this report and are incorporated herein by reference. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of IQVIA Holdings Inc. and its subsidiaries on a consolidated basis. 114 EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form File No. Exhibit Filing Date 2.1* Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto). 8-K 001-35907 2.1 May 3, 2016 3.1 Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective April 1 2 , 202 2. 8-K 001-35907 3.1 April 14, 2021 3.2 Amended and Restated Bylaws of IQVIA Holdings Inc., effective February 13, 2023 . 8-K 001-35907 3.1 February 13, 2023 4.1 Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc . S-1/A 333-186708 4.1 April 26, 2013 4.2 Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee. 8-K 001-35907 4.1 October 3, 2016 4.3 Indenture, dated September 14, 2017, among Quintiles IMS Incorporated, as Issuer, U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors. 8-K 001-35907 4.1 September 19, 2017 4.4 Indenture, dated May 10, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors. 8-K 001-35907 4.1 May 10, 2019 4.5 Indenture, dated August 13, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors. 8-K 001-35907 4.1 August 13, 2019 4.6 Indenture, dated June 24, 2020, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors. 8-K 001-35907 4.1 June 24, 2020 4.7 Indenture, dated March 3, 2021, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors. 8-K 001-35907 4.1 March 3, 2021 10.1 Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021, by and among IQVIA Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Solutions Japan K.K., IQVIA Holdings Inc., the Guarantors party thereto and the Lenders party thereto (Annex A to Exhibit 10.1 filed August 25, 2021). 8-K 001-35907 10.1 August 25, 2021 10.2 Amendment No. 1 to Fifth Amended and Restated Credit Agreement, dated June 16, 2022, among IQVIA Inc., IQVIA Holdings Inc., IQVIA RDS Inc. the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, and the Lenders party thereto. 8-K 001-35907 10.1 June 16, 2022 10.3 Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent. IMS Health S-1/A 333-193159 10.3 March 24, 2014 10.4 U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., as Holdings, IMS Health Incorporated, as Parent Borrower, the other Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent. IMS Health S-1/A 333-193159 10.3 March 24, 2014 115 10.5 Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc. and the stockholders identified therein. 8-K 001-35907 10.4 May 3, 2016 10.6† Form of Director Indemnification Agreement. S-1/A 333-186708 10.1 April 19, 2013 10.7 Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings Inc. 8-K 001-35907 10.8 October 3, 2016 10.8† Description of Non-Employee Director Compensation, effective as of January 1, 2017. 10-K 001-35907 10.27 February 16, 2017 10.9† Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. 8-K 001-35907 10.2 October 19, 2015 10.10† Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. S-1/A 333-186708 10.57 April 19, 2013 10.11† Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.17 February 15, 2013 10.12† Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.18 February 15, 2013 10.13† Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.19 February 15, 2013 10.14† Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.22 April 19, 2013 10.15† Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.23 April 19, 2013 10.16† Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 10.2 May 1, 2014 10.17† Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.24 April 19, 2013 10.18† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.56 April 19, 2013 10.19† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.41 February 16, 2017 10.20† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan prior to February 2015. 8-K 001-35907 10.1 November 26, 2013 10.21† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan effective February 2015. 10-K 001-35907 10.34 February 12, 2015 10.22† Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-K 001-35907 10.35 February 12, 2015 10.23† Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.45 February 16, 2017 10.24† Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 10.3 November 3, 2016 10.25† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.47 February 16, 2017 10.26† Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan . 8-K 001-35907 10.7 October 3, 2016 10.27† IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated. IMS Health S-1 333-193159 10.10 January 2, 2014 116 10.28† First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009. IMS Health S-1 333-193159 10.12 January 2, 2014 10.29† Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009. IMS Health S-1 333-193159 10.13 January 2, 2014 10.30† Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011. IMS Health S-1 333-193159 10.14 January 2, 2014 10.31† Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016). IMS Health 10-Q 001-36381 10.3 July 28, 2016 10.32† Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan. 8-K 001-35907 10.5 October 3, 2016 10.33† Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated. IMS Health S-1/A 333-193159 10.16 February 13, 2014 10.34† Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.17 January 2, 2014 10.35† Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.18 January 2, 2014 10.36† Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.19 January 2, 2014 10.37† Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.20 January 2, 2014 10.38† Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.21 January 2, 2014 10.39† Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan. IMS Health S-1 333-193159 10.22 January 2, 2014 10.40† IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011. IMS Health S-1 333-193159 10.15 January 2, 2014 10.41† Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan. 8-K 001-35907 10.6 October 3, 2016 10.42† Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan. IMS Health 8-K 001-36381 10.1 February 10, 2015 10.43† Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan. IMS Health 8-K 001-36381 10.2 February 10, 2015 10.44† 2014 IMS Health Annual Incentive Plan. IMS Health S-1/A 333-193159 10.30 March 10, 2014 10.45† Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan. DEF 14A 001-35907 Appendix B February 22, 2017 10.46† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017. 10-Q 001-35907 10.8 May 8, 2017 10.47† Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017. 10-Q 001-35907 10.9 May 8, 2017 10.48† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017. 10-Q 001-35907 10.10 May 8, 2017 10.49† Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017 . 10-K 001-35907 10.69 February 16, 2017 10.50† Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016 . 10-K 001-35907 10.76 February 16, 2017 117 10.51† Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. 10-Q 001-35907 10.1 October 28, 2015 10.52† Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017. 10-K 001-35907 10.78 February 16, 2017 10.53† Amended and Restated Employment Agreement between IQVIA Holdings Inc. and Ari Bousbib, dated February 18, 2019. 10-K 001-35907 10.60 February 19, 2019 10.54† Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015. IMS Health 10-K 001-36381 10.34 February 19, 2016 10.55† Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015. IMS Health 10-K 001-36381 10.35 February 19, 2016 10.56† Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015. IMS Health 10-K 001-36381 10.36 February 19, 2016 10.57† Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018 . 10-K 001-35907 10.72 February 19, 2019 10.58† Letter Agreement between the Company and Ronald Bruehlman, effective on August 1, 2020. 10-Q 001-35907 10.10 October 22, 2020 10.59† Letter Agreement between the Company and Costa Panagos, effective on April 1, 2022 . X 21.1 List of Subsidiaries of IQVIA Holdings Inc. X 23.1 Consent of PricewaterhouseCoopers LLP. X 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X 104 Cover Page Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X † Indicates management contract or compensatory plan or arrangement. 118 * The Merger Agreement and the description thereof included herein have been included to provide investors and stockholders with information regarding the terms of the agreement. They are not intended to provide any other factual information about Quintiles or IMS Health or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quintiles or IMS Health. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Quintiles or IMS Health and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the United States Securities and Exchange Commission. Item 16. Form 10-K Summary None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IQVIA HOLDINGS INC. By: /s/ Ronald E. Bruehlman Name: Ronald E. Bruehlman Title: Executive Vice President and Chief Financial Officer Date: February 15, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. 119 Signature Title Date /s/ Ari Bousbib Chairman and Chief Executive Officer; Director February 15, 2023 Ari Bousbib (Principal Executive Officer) /s/ Ronald E. Bruehlman Executive Vice President and Chief Financial Officer February 15, 2023 Ronald E. Bruehlman (Principal Financial Officer) /s/ Keriann Cherofsky Senior Vice President, Chief Accounting Officer and Corporate Controller February 15, 2023 Keriann Cherofsky (Principal Accounting Officer) /s/ Carol J. Burt Director February 15, 2023 Carol J. Burt /s/ John P. Connaughton Director February 15, 2023 John P. Connaughton /s/ John G. Danhakl Director February 15, 2023 John G. Danhakl /s/ James A. Fasano Director February 15, 2023 James A. Fasano /s/ Colleen A. Goggins Director February 15, 2023 Colleen A. Goggins /s/ John M. Leonard, M.D. Director February 15, 2023 John M. Leonard, M.D. /s/ Leslie Wims Morris Director February 15, 2023 Leslie Wims Morris /s/ Todd B. Sisitsky Director February 15, 2023 Todd B. Sisitsky /s/ Sheila A. Stamps Director February 15, 2023 Sheila A. Stamps 120 (2) Financial Statement Schedules Schedule I—Condensed Financial Information of Registrant IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Year Ended December 31, (in millions) 2022 2021 2020 Equity in earnings of subsidiary, net of tax $ 1,091 $ 966 $ 279 Net income 1,091 966 279 Equity in other comprehensive (loss) income of subsidiary, net of tax ( 321 ) ( 191 ) 106 Comprehensive income $ 770 $ 775 $ 385 121 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS December 31, (in millions, except per share data) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 2 $ 2 Total current assets 2 2 Investment in subsidiary 9,667 9,667 Total assets $ 9,669 $ 9,669 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Investment in subsidiary $ 3,902 $ 3,625 Payable to subsidiary 2 2 Total liabilities 3,904 3,627 Commitments and contingencies Stockholders’ equity: Common stock and additional paid-in capital, 400.0 shares authorized as of December 31, 2022 and 2021, $ 0.01 par value, 256.4 shares issued and 185.7 shares outstanding as of December 31, 2022; 255.8 shares issued and 190.6 shares outstanding as of December 31, 2021 10,898 10,777 Retained earnings 3,334 2,243 Treasury stock, at cost, 70.7 and 65.2 shares as of December 31, 2022 and 2021, respectively ( 7,740 ) ( 6,572 ) Accumulated other comprehensive loss ( 727 ) ( 406 ) Total stockholders’ equity 5,765 6,042 Total liabilities and stockholders’ equity $ 9,669 $ 9,669 122 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS Year Ended December 31, (in millions) 2022 2021 2020 Operating activities: Net Income $ 1,091 $ 966 $ 279 Adjustments to reconcile net income to cash provided by operating activities: Equity in earnings of subsidiary ( 1,091 ) ( 966 ) ( 279 ) Change in operating assets and liabilities: Other operating assets and liabilities 1 ( 1 ) — Net cash (used in) provided by operating activities 1 ( 1 ) — Investing activities: Investment in subsidiary, net of dividends received 1,238 467 477 Net cash provided by investing activities 1,238 467 477 Financing activities: Payments related to employee stock option plans ( 71 ) ( 59 ) ( 44 ) Repurchase of common stock ( 1,168 ) ( 406 ) ( 434 ) Intercompany with subsidiary — — ( 1 ) Net cash used in financing activities ( 1,239 ) ( 465 ) ( 479 ) Increase (decrease) in cash and cash equivalents — 1 ( 2 ) Cash and cash equivalents at beginning of period 2 1 3 Cash and cash equivalents at end of period $ 2 $ 2 $ 1 123 IQVIA HOLDINGS INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL INFORMATION The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of IQVIA Holdings Inc.’s (the “Company”) wholly-owned subsidiary, IQVIA Incorporated exceed 25 % of the consolidated net assets of the Company. These condensed parent company financial statements are not the general-purpose financial statement of the reporting entity. The ability of IQVIA Incorporated to pay dividends may be limited due to the restrictive covenants in the agreements governing its credit arrangements. These condensed parent company financial statements include the accounts of IQVIA Holdings Inc. on a standalone basis (the “Parent”) and the equity method of accounting is used to reflect ownership interest in its subsidiary. Refer to the consolidated financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial statements. Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in the years ended December 31, 2022, 2021 and 2020: (in millions) Amount Paid in December 2022 $ 25 Paid in November 2022 3 Paid in October 2022 40 Paid in September 2022 110 Paid in August 2022 1 Paid in July 2022 100 Paid in June 2022 188 Paid in May 2022 303 Paid in April 2022 2 Paid in March 2022 125 Paid in February 2022 322 Paid in January 2022 20 Total paid in 2022 $ 1,239 Paid in December 2021 $ 57 Paid in November 2021 89 Paid in October 2021 60 Paid in September 2021 36 Paid in August 2021 35 Paid in July 2021 25 Paid in June 2021 20 Paid in May 2021 23 Paid in April 2021 4 Paid in March 2021 51 Paid in February 2021 70 Total paid in 2021 $ 470 Paid in December 2020 $ 81 Paid in October 2020 20 Paid in July 2020 2 Paid in March 2020 44 Paid in February 2020 333 Total paid in 2020 $ 480 124 Schedule II—Valuation and Qualifying Accounts Deferred Tax Asset Valuation Allowance Additions (in millions) Balance at Beginning of Year Charged to Expenses Charged to Other Accounts(a) Additions (Deductions) (b) Balance at End of Year December 31, 2022 $ 294 $ ( 27 ) $ — $ ( 10 ) $ 257 December 31, 2021 $ 306 $ 1 $ — $ ( 13 ) $ 294 December 31, 2020 $ 266 $ 40 $ — $ — $ 306 (a) Recorded through purchase accounting transaction. (b) Impact of reductions recorded to expense and translation adjustments. 125