What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-15 compared with 2023-02-15 · 262 added, 252 removed, 1259 unchanged (29% of the section changed)

50 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Estimating Measure of Progress for Clinical Research Services

Revenue Recognition – Estimating Costs to Complete for Clinical Research Services

As described in Notes 1 and 20 to the consolidated financial statements, revenue of the Research & Development Solutions segment for the year ended December 31, 2023, is $ 8,395 million, the majority of which relates to service contracts for clinical research that represent a single performance obligation.

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This cost-based method of revenue recognition required management to make estimates of costs to complete its projects on an ongoing basis.

The principal considerations for our determination that performing procedures relating to revenue recognition - estimating measure of progress for clinical research services is a critical audit matter are the high degree of auditor effort in performing audit procedures and evaluating audit evidence related to the cost estimates made by management, due to the judgments by management when determining the total expected costs to complete its contracts, specifically the estimation of direct labor and third-party costs.

The principal considerations for our determination that performing procedures relating to revenue recognition - estimating costs to complete for clinical research services is a critical audit matter are a high degree of auditor effort in performing audit procedures and evaluating audit evidence related to the cost estimates made by management when determining the total expected costs to complete its contracts, specifically the estimation of direct labor and third-party costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the estimation of the total costs to complete clinical research service contracts.

These procedures also included, among others, testing management’s process for determining the estimate of total costs to complete its contracts, which included evaluating the reasonableness of significant assumptions made by management including direct labor and third-party costs, evaluating the appropriateness of changes to management’s estimate of total costs to complete throughout the duration of contracts, testing actual direct costs incurred, and evaluating management’s ability to reasonably estimate the total expected costs to complete contracts, which included performing a comparison of management’s prior period cost estimates to final actual costs.

These procedures also included, among others, testing management’s process for determining the estimate of total costs to complete for a sample of clinical research contracts by evaluating the reasonableness of significant assumptions made by management related to direct labor and third-party costs, evaluating the appropriateness of changes to management’s estimate of total costs to complete the contracts, testing actual direct costs incurred, evaluating management’s ability to reasonably estimate the total expected costs to complete contracts by performing a comparison of management’s prior period cost estimates to actual costs, and testing the completeness and accuracy of underlying data used by management.

/s/ PricewaterhouseCoopers LLP

16 unchanged sentences

Loss on extinguishment of debt 6 — 26

Other expense (income), net 33 ( 130 ) ( 65 )

Other (income) expense, net ( 124 ) 33 ( 130 )

Income before income taxes and equity in (losses) earnings of unconsolidated affiliates 1,459 1,363 1,128

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Comprehensive income adjustments:

Unrealized gains (losses) on derivative instruments, net of income tax expense (benefit) of $ 13 , $ 2 and $( 10 )

Defined benefit plan adjustments, net of income tax (benefit) expense of $( 3 ), $ 21 and $( 15 )

( 10 ) 69 ( 54 )

Foreign currency translation, net of income tax expense (benefit) of $ 106 , $ 116 and $( 145 )

Unrealized (losses) gains on derivative instruments, net of income tax (benefit) expense of $( 3 ), $ 13 and $ 2

Defined benefit plan adjustments, net of income tax expense (benefit) of $ 4 , $( 3 ) and $ 21

Foreign currency translation, net of income tax (benefit) expense of $( 55 ), $ 106 and $ 116

( 89 ) ( 361 ) ( 281 )

Reclassification adjustments:

Reclassifications on derivative instruments included in net income, net of income tax benefit of $ 2 , $ 4 and $ 3

Reclassifications on derivative instruments included in net income, net of income tax (expense) benefit of $( 17 ), $ 2 and $ 4

Comprehensive income 1,218 770 780

62 unchanged sentences

Losses (earnings) from unconsolidated affiliates — 12 ( 6 )

Loss (gain) on investments, net 27 ( 16 ) ( 25 )

(Gain) loss on investments, net ( 20 ) 27 ( 16 )

Benefit from deferred income taxes ( 269 ) ( 115 ) ( 138 )

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Investments in unconsolidated affiliates, net of payments received ( 39 ) ( 20 ) ( 5 )

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

Other 8 5 ( 2 )

(Investments in) proceeds from sale of debt and equity securities ( 38 ) — 5

Net cash used in investing activities ( 1,603 ) ( 2,006 ) ( 2,103 )

7 unchanged sentences

Repurchase of common stock ( 992 ) ( 1,168 ) ( 406 )

Distributions to non-controlling interest, net — — ( 13 )

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

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Effect of foreign currency exchange rate changes on cash ( 4 ) ( 75 ) ( 52 )

(Decrease) increase in cash and cash equivalents ( 150 ) ( 448 ) 977

Increase (decrease) in cash and cash equivalents 160 ( 150 ) ( 448 )

Cash and cash equivalents at beginning of period 1,216 1,366 1,814

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Stock-based compensation — — — 157 — — — — 157

Distributions to non-controlling interest, net — — — — — — — ( 13 ) ( 13 )

Acquisition of Quest's non-controlling interest, net of tax — — — ( 416 ) — — ( 10 ) ( 284 ) ( 710 )

Net income — — — — 966 — — 5 971

Unrealized losses on derivative instruments, net of tax — — — — — — ( 30 ) — ( 30 )

Unrealized gains on derivative instruments, net of tax — — — — — — 9 — 9

Defined benefit plan adjustments, net of tax — — — — — — 69 — 69

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Stock-based compensation — — — 192 — — — — 192

Acquisition of Quest's non-controlling interest, net of tax — — — ( 416 ) — — ( 10 ) ( 284 ) ( 710 )

Net income — — — — 1,091 — — — 1,091

Unrealized gain on derivative instruments, net of tax — — — — — — 9 — 9

Unrealized gains on derivative instruments, net of tax — — — — — — 40 — 40

Defined benefit plan adjustments, net of tax — — — — — — ( 10 ) — ( 10 )

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Issuance of common stock 0.8 — — ( 61 ) — — — — ( 61 )

Repurchase of common stock — ( 5.5 ) — — — ( 1,168 ) — — ( 1,168 )

Repurchase of common stock, net of tax — ( 5.0 ) — — — ( 1,001 ) — — ( 1,001 )

Stock-based compensation — — — 191 — — — — 191

Net income — — — — 1,358 — — — 1,358

Unrealized gain on derivative instruments, net of tax — — — — — — 40 — 40

Unrealized losses on derivative instruments, net of tax — — — — — — ( 7 ) — ( 7 )

Defined benefit plan adjustments, net of tax — — — — — — 7 — 7

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(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.

IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise.

IQVIA Connected Intelligence™ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients.

IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources, extensive domain expertise and network of partners.

IQVIA Connected Intelligence delivers actionable insights and powerful solutions with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients.

With approximately 87,000 employees, the Company conducts business in more than 100 countries.

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Accordingly, exchange rate fluctuations during this period may affect the Company’s profitability with respect to such contracts.

For operations outside the United States that are considered to be highly inflationary or where the United States dollar is designated as the functional currency, monetary assets and liabilities are remeasured using end-of-period exchange rates, whereas nonmonetary accounts are remeasured using historical exchange rates, and all remeasurement and transaction adjustments are recognized in other expense (income), net.

Cash Equivalents

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The Company does not enter into derivative instruments for investment or speculative purposes.

The Company designates its foreign currency denominated debt as a hedge of its net investment in certain foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate with respect to the United States dollar, which is accounted for as a cash flow hedge.

The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt.

Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments.

Business Combinations

The Company designates its cross-currency swaps and a portion of its foreign currency denominated debt as a hedge of its net investment in certain foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate with respect to the United States dollar.

Foreign exchange gains or losses on the remeasurement of the debt designated as part of a hedge of net investments is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt.

Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of the net investments.

T he change in fair value of the cross-currency swaps are also recognized in the cumulative translation adjustment component of AOCI and would be reclassified from AOCI to earnings upon the sale or substantial liquidation of the net investments.

The interest rate component of the cross-currency swaps is excluded from the assessment of hedge effectiveness and, thus, is recognized as a reduction to interest expense over the life of the cross-currency swaps.

Business Combinations and Goodwill

The Company uses the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recorded at their estimated fair values on the date of the acquisition.

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The Company records and allocates to its reporting units the excess of the cost over the fair value of the net assets acquired, known as goodwill.

The recoverability of the goodwill and indefinite-lived intangible assets are evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment.

On an annual basis, and if a triggering event occurs, the Company performs a qualitative analysis to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

This includes a qualitative analysis of macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events.

If this qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value for the respective reporting unit, the Company would then need to calculate the fair value of the reporting unit.

The Company may also choose to bypass the qualitative assessment for any or all reporting units and proceed directly to a quantitative assessment, which involves estimating the fair value of the Company's reporting units and comparing to the carrying value of the reporting units.

If the reporting unit calculated fair value is less than the carrying amount, the Company would record an impairment charge for the difference, with the impairment charge not to exceed the carrying amount of goodwill.

The Company reviews the carrying values of other identifiable definite-lived intangible assets if the facts and circumstances indicate a possible impairment.

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however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract.

The majority of revenues in our Contract Sales & Medical Solutions segment is from contract salesforce to the biopharmaceutical industry and broader healthcare market and recognized over time using a single measure of progress dependent on the performance obligation.

Some of our Contract Sales & Medical Solutions contracts contain multiple performance obligations with distinct promises including recruiting, sales force automation and deployment of sales representatives.

The majority of revenues in the Company's Contract Sales & Medical Solutions segment is from contract salesforce to the biopharmaceutical industry and broader healthcare market and recognized over time using a single measure of progress dependent on the performance obligation.

Some of the Company's Contract Sales & Medical Solutions contracts contain multiple performance obligations with distinct promises including recruiting, sales force automation and deployment of sales representatives.

The Company utilizes a single measure of progress for each performance obligation to recognize revenues, which includes deployment of sales representatives based on employee days worked;

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As the contracted services are subsequently performed and the associated revenues are recognized, the unearned income balance is reduced by the amount of the revenue recognized during the period.

Unearned income is classified as a current liability on our consolidated balance sheet as the Company expects to recognize the associated revenues in less than one year.

Unearned income is classified as a current liability on our consolidated balance sheets as the Company expects to recognize the associated revenues in less than one year.

Restructuring Costs

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The Company determines the amount of the valuation allowance based, in part, on the Company’s assessment of future taxable income and in light of the Company’s ongoing income tax strategies.

If the estimate of future taxable income or tax strategies changes at any time in the future, the Company would record an adjustment to our valuation allowance.

If the estimate of future taxable income or tax strategies changes at any time in the future, the Company would record an adjustment to its valuation allowance.

Recording such an adjustment could have a material effect on the Company’s financial condition or results of operations.

Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction.

Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate.

Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which the Company operates, adjusted as required by the income tax laws of each taxing jurisdiction.

Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on the Company's effective income tax rate.

The Company does not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.

Pensions and Other Postretirement Benefits

The Company provides retirement benefits to certain employees, including defined benefit pension plans and postretirement medical plans.

The Company provides retirement benefits to certain employees, including defined benefit pension plans.

The determination of benefit obligations and expense is based on actuarial models.

In order to measure benefit costs and obligations using these models, assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases.

In addition, retiree medical care cost trend rates are a key assumption used exclusively in determining costs for the Company’s postretirement health care and life insurance benefit plans.

Stock-based Compensation

1 unchanged sentence

Expected volatility is based on an analysis that incorporates the historical volatility of the Company's stock since the Merger in October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical information is available.

The Company did not have adequate history to calculate its own volatility for the expected term of all awards granted during the year.

Additionally, the Company believes expected volatility will approximate a blend of the historical volatility of the Company and the selected reasonably similar publicly traded companies.

The Company does not currently anticipate paying dividends.

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Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets.

Finance leases are included in deposits and other assets, net, other current liabilities, and other liabilities on our consolidated balance sheets.

Finance leases are included in deposits and other assets, net, other current liabilities, and other liabilities on the Company's consolidated balance sheets.

Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

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Accounting pronouncements recently adopted

In October 2021, the Financial Accounting Standards Board ("FASB") issued new accounting guidance, Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , 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 previous GAAP, an acquirer generally recognized 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 on January 1, 2022.

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

In September 2022, the Financial Accounting Standards Board ("FASB") issued new accounting guidance, Accounting Standards Update ("ASU") 2022-04, Liabilities - Supplier Finance Programs , to enhance the transparency of supplier finance programs.

The amendments in this ASU address investor and other financial statement user requests for additional information about the use of supplier finance programs by the buyer party to understand the effect of those programs on a Company's working capital, liquidity, and cash flows.

The Company adopted this new accounting guidance effective January 1, 2023.

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

Accounting pronouncements issued but not adopted as of December 31, 2023

In September 2022, the FASB issued new accounting guidance, ASU 2022-04, Liabilities - Supplier Finance Programs , to enhance the transparency of supplier finance programs.

The amendments in this ASU address investor and other financial statement user requests for additional information about the use of supplier finance programs by the buyer party to understand the effect of those programs on an entity's working capital, liquidity, and cash flows.

The new accounting guidance will be effective for the Company on January 1, 2023.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , to improve reportable segment disclosure requirements.

The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included in the reported measure of segment profit or loss.

It does not change the definition of a segment or the guidance for determining reportable segments.

The new guidance will be effective for the Company in the annual period beginning January 1, 2024 and in 2025 for interim periods.

The Company is assessing the impacts of this ASU on its disclosures within the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in this ASU require additional disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table.

The new guidance will be effective for the Company in the annual period beginning January 1, 2025.

The Company is assessing the impacts of this ASU on its disclosures within the consolidated financial statements.

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

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December 31, 2023

(in millions) Technology & Analytics Solutions Research &

Development Solutions Contract Sales & Medical Solutions Total

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

Americas $ 3,091 $ 4,157 $ 304 $ 7,552

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December 31, 2022

(in millions) Technology & Analytics Solutions Research &

Development Solutions Contract Sales & Medical Solutions Total

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

Americas $ 2,947 $ 3,747 $ 354 $ 7,048

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December 31, 2021

(in millions) Technology & Analytics Solutions Research &

Development Solutions Contract Sales & Medical Solutions Total

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

Americas $ 2,610 $ 3,887 $ 351 $ 6,848

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Total revenues $ 5,534 $ 7,556 $ 784 $ 13,874

When attributing revenues to individual countries based upon where the services are performed, no individual country, except for the United States, accounted for 10% or more of total revenues for the year ended December 31, 2022.

For the year ended December 31, 2023, revenues in the United States accounted for approximately 45 % of total revenues using this revenue attribution approach.

When applying the same revenue attribution approach for the years ended December 31, 2021 and 2020, no individual country, except for the United States and the United Kingdom, accounted for 10% or more of total revenues for the years then ended.

For the year ended December 31, 2021, revenues in the United States and the United Kingdom accounted for approximately 42 % and 11 % of total revenues, respectively and for the year ended December 31, 2020, revenues in the United States and the United Kingdom accounted for approximately 42 % and 10 % of total revenues, respectively.

For the year ended December 31, 2022, revenues in the United States accounted for approximately 42 % of total revenues using this revenue attribution approach.

For the year ended December 31, 2021, revenues in the United States and the United Kingdom accounted for approximately 42 % and 11 % of total revenues, respectively, using this revenue attribution approach.

No individual customer represented 10% or more of total revenues for the years ended December 31, 2023, 2022 and 2021.

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The Company expects to recognize revenues on approximately 30 % of these remaining performance obligations over the next twelve months , on approximately 85% over the next five years, with the balance recognized thereafter.

Most of the Company's remaining performance obligations where revenues are expected to be recognized beyond the next twelve months are for service contracts for clinical research in our Research & Development Solutions segment.

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.

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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 $ 28 million over the same period resulting in an increase of $ 343 million in the net balance of unbilled services and unearned income between December 31, 2022 and 2021.

Unearned income increased by $ 2 million over the same period resulting in an increase of $ 316 million in the net balance of unbilled services and unearned income between December 31, 2023 and 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.

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The Company has accounts receivable factoring agreements to sell certain eligible unsecured trade accounts receivable, either based on automatic arrangements or at its option, without recourse, to unrelated third-party financial institutions for cash.

For the year ended December 31, 2022, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the Company factored approximately $ 608 million of trade accounts receivable on a non-recourse basis and received approximately $ 600 million in cash proceeds from the sales.

For the year ended December 31, 2021, through these same accounts receivable factoring arrangements, the Company factored approximately $ 363 million of trade accounts receivable on a non-recourse basis and received approximately $ 361 million in cash proceeds from the sales.

For the year ended December 31, 2023, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the Company factored approximately $ 699 million of customer invoices on a non-recourse basis and received approximately $ 686 million in cash proceeds from the sales.

For the year ended December 31, 2022, through these same accounts receivable factoring arrangements, the Company factored approximately $ 608 million of customer invoices on a non-recourse basis and received approximately $ 600 million in cash proceeds from the sales.

The fees associated with these transactions were immaterial.

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Debt, Equity and Other Securities

The Company’s short-term investments in debt, equity and other securities consist primarily of trading investments in mutual funds and are measured at fair value with realized and unrealized gains and losses recorded in other expense (income), net on the accompanying consolidated statements of income.

The Company’s long-term equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) are measured at fair value and any changes in fair value are recognized in net income at the end of each reporting period.

For equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurement, to estimate fair value using the net asset value per share of the investment, the Company applies the measurement alternative and measures those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer at each reporting period.

The Company’s short-term investments in debt, equity and other securities consist primarily of trading investments in mutual funds and are measured at fair value with realized and unrealized gains and losses recorded in other (income) expense, net on the accompanying consolidated statements of income.

The Company’s long-term debt and equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) are measured at fair value and any changes in fair value are recognized in net income at the end of each reporting period.

For debt and equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurement, to estimate fair value using the net asset value per share of the investment, the Company applies the measurement alternative and measures those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer at each reporting period.

Unconsolidated Affiliates

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("Longwood") 7 6

Helparound ("Helparound") 2 3

RxWare (formerly "Helparound") 2 2

NovaQuest Pharma Opportunities Fund III, L.P.

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As of December 31, 2023, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated maximum exposure to loss were as follows:

(in millions) Investments in

Unconsolidated

(in millions) Investments in Unconsolidated VIEs Maximum Exposure to Loss

NQ Fund V $ 35 $ 44

4 unchanged sentences

Interest Rate Risk Management

The Company has entered into interest rate swap agreements for purposes of managing its exposure to interest rate fluctuations.

The Company does not enter into interest rate swap agreements for investment or speculative purposes.

On July 19, 2018, the Company entered into two forward starting interest rate swaps (“2018 Swaps”) with a total notional value of $ 500 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information).

Interest on the 2018 Swaps began accruing on June 28, 2019 and the interest rate swaps expire on June 28, 2024.

The Company pays a fixed rate of 3.00 % and receives a variable rate of interest equal to the three-month LIBOR on the 2018 Swaps.

On March 27, 2020, the Company entered into an interest rate swap with a notional value of $ 1 billion in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities ( see Note 10 for additional information ).

Interest on the swap began accruing on March 31, 2020 and the swap expires on March 31, 2023.

The Company pays a fixed rate of 0.56 % and receives a variable rate of interest equal to the one-month LIBOR on the swap.

The Company has entered into interest rate swaps for purposes of managing its exposure to interest rate fluctuations.

The Company does not enter into interest rate swaps for investment or speculative purposes.

On July 19, 2018, the Company entered into forward starting interest rate swaps with a total notional value of $ 500 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information).

Interest on the swaps began accruing on June 28, 2019 and the swaps expire on June 28, 2024.

The Company pays an average fixed rate of 2.75 % and receives a variable rate of interest equal to the three-month Term SOFR on these swaps.

On March 27, 2020, the Company entered into an interest rate swap with a notional value of $ 1,000 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities ( see Note 10 for additional information ).

Interest on the swap began accruing on March 31, 2020 and the swap expired on March 31, 2023.

The Company paid a fixed rate of 0.56 % and received a variable rate of interest equal to the one-month LIBOR on the swap.

On June 4, 2020, the Company entered into an interest rate swap with a notional value of $ 300 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information).

Interest on the swap began accruing on June 30, 2020 and the swap expires on June 28, 2024.

The Company pays a fixed rate of 0.54 % and receives a variable rate of interest equal to the three-month LIBOR on the swap.

On January 3, 2023, the Company entered into three interest rate swaps with a combined notional value of $ 1 billion in an effort to limit its exposure to changes in the variable interest rate on its Senior Secure Credit Facilities (see Note 10 for additional information).

The Company pays a fixed rate of 0.32 % and receives a variable rate of interest equal to the three-month Term SOFR on the swap.

On January 3, 2023, the Company entered into interest rate swaps with a combined notional value of $ 1,000 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information).

Interest on the swaps began accruing on December 30, 2022 and the swaps expire on December 31, 2025.

The Company pays a fixed rate of 4.10 % and receives a variable rate of interest equal to one-month Term SOFR on the swaps.

The critical terms of the swaps are substantially the same as the underlying borrowings.

On November 17, 2023, the Company entered into interest rate swaps with a combined notional value of $ 1,500 million in an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information).

Interest on the swaps began accruing on November 28, 2023 and the swaps expire on January 2, 2031.

The Company pays a fixed rate of 6.11 % and receives a variable rate of interest equal to three-month Term SOFR plus 2.00 % on the swaps.

The critical terms of the interest rate swaps noted above are substantially the same as the underlying borrowings.

These interest rate swaps are accounted for as cash flow hedges as these transactions were executed to hedge the Company's interest payments and for accounting purposes are considered highly effective.

As such, changes in the fair value of the hedges are recorded as unrealized gains (losses) on derivatives included in AOCI.

As such, changes in the fair value of the interest rate swaps are recorded as unrealized gains (losses) on derivatives included in AOCI.

The fair value of these interest rate swaps represents the present value of the anticipated net payments the Company will make to the counterparty, which, when they occur, are reflected as interest expense on the consolidated statements of income.

Including the swaps entered into on January 3, 2023, these interest rate swaps result in a total debt mix of approximately 66 % fixed rate debt and 34 % variable rate debt.

These interest rate swaps result in a total debt mix of approximately 84 % fixed rate debt and 16 % variable rate debt.

Foreign Exchange Risk Management

11 unchanged sentences

Upon expiration of the hedge instruments in 2023, the Company reclassified the unrealized holding gains and losses on the derivative instruments included in AOCI into earnings.

The unrealized gains (losses) are included in other current assets and other liabilities on the accompanying consolidated balance sheets as of December 31, 2022 and 2021.

Net Investment Risk Management

As of December 31, 2022, the Company's foreign currency denominated debt balance (net of original issue discount) designated as a hedge of its net investment in certain foreign subsidiaries totaled € 5,211 million ($ 5,580 million).

The amount of foreign exchange gains (losses) related to the net investment hedge included in the cumulative translation adjustment component of AOCI was $ 332 million, $ 475 million and $( 561 ) million for the years ended December 31, 2022, 2021 and 2020, respectively.

The unrealized gains (losses) are included in other current assets and other current liabilities on the accompanying consolidated balance sheets as of December 31, 2023 and 2022.

Net Investment Risk Management, Euro Denominated Notes

As of December 31, 2023, the portion of the Company's foreign currency denominated debt balance that was designated as a hedge of its net investment in certain foreign subsidiaries totaled approximately € 2,449 million ($ 2,703 million).

The amount of foreign exchange (losses) gains related to this net investment hedge included in the cumulative translation adjustment component of AOCI was $( 102 ) million, $ 332 million, and $ 475 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Net Investment Risk Management, Cross-Currency Swaps

On November 15, 2023, in connection with the issuance of the 2029 Senior Secured Notes ( see Note 10 for additional information) , the Company entered into cross-currency swaps with a combined notional value of $ 1,250 million to effectively convert $ 1,250 million of the 2029 Senior Secured Notes into euro-denominated borrowings at prevailing euro interest rates through February 2029.

The Company designated these agreements as a hedge of its net investment in certain foreign subsidiaries.

These cross-currency swaps expire in February 2029.

The Company will receive semiannual interest payments on February 1 and August 1 from the counterparties based on a fixed interest rate until maturity of these agreements.

The effective net borrowing rate to the Company is approximately 4.8555 %, inclusive of the yield on the notes and the beneficial impact of the cross-currency swaps.

On November 17, 2023, in connection with the allocation of the Term B-4 Dollar Loans ( see Note 10 for additional information) , the Company entered into cross-currency swaps with a combined notional value of $ 1,500 million to effectively convert $ 1,500 million of the Term B-4 Dollar Loans into euro-denominated borrowings at prevailing euro interest rates through January 2031.

These cross-currency swaps expire in January 2031.

The Company will receive quarterly interest payments from the counterparties based on a fixed interest rate until maturity of these agreements.

The effective net borrowing rate to the Company is approximately 4.9015 %, inclusive of the yield on the loans, the beneficial impact of the cross-currency swaps and of the interest rate swaps entered o n November 17, 2023 as noted above.

The Company does not enter into cross-currency swaps for investment or speculative purposes.

For the year ended December 31, 2023, the Company recorded a loss of $ 108 million within AOCI as a result of these cross-currency swaps.

The Company recognized approximately $ 3 million related to the excluded component as a reduction of interest expense for the year ended December 31, 2023.

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

December 31, 2023 December 31, 2022

(in millions) Balance Sheet

Classification Assets Liabilities Notional Assets Liabilities Notional

(in millions) Balance Sheet Classification Assets Liabilities Notional Assets Liabilities Notional

Derivatives designated as hedging instruments:

Interest rate swaps Other current assets, other assets and other current liabilities $ 13 $ 51 $ 3,300 $ 42 $ — $ 1,800

Cross-currency swaps Other current liabilities — 108 2,750 — — —

Foreign exchange forward contracts Other current assets and other current liabilities 2 — 121 2 2 122

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(in millions) 2023 2022 2021

Interest rate derivatives $ 62 $ 35 $ ( 28 )

Interest rate swaps $ ( 80 ) $ 62 $ 35

Foreign exchange forward contracts 2 3 ( 8 )

Total $ ( 78 ) $ 65 $ 27

The Company expects approximately $ 21 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in AOCI as of December 31, 2022 to be reclassified into earnings within the next twelve months.

The total amount of the cash flow hedge effect on the income statement is immaterial for the year ended December 31, 2022.

The Company expects $ 48 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in AOCI as of December 31, 2023 to be reclassified into earnings within the next twelve months.

The total amount, net of income taxes, of the cash flow hedge effect on the accompanying consolidated statements of income was $ 51 million, $( 10 ) million, and $( 12 ) million for the years ended December 31, 2023, 2022 and 2021, respectively.

Fair Value Measurements

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The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of December 31, 2023 and 2022 due to their short-term nature.

As of December 31, 2022 and 2021, the fair value of total debt approximated $ 12,281 million and $ 12,255 million, respectively, as determined under Level 1 and Level 2 measurements for these financial instruments.

As of December 31, 2023 and 2022, the fair value of total debt was $ 13,597 million and $ 12,281 million, respectively, as determined under Level 2 measurements for these financial instruments.

Recurring Fair Value Measurements

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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.

Derivatives —Derivatives consist of foreign exchange contracts, interest rate swaps, and cross-currency 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.

The fair value of the cross-currency swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account the effective interest rates, foreign exchange rates and the remaining time to maturities.

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.

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

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

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

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

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Certain assets are carried on the accompanying consolidated balance sheets at cost and are not remeasured to fair value on a recurring basis.

As of December 31, 2022, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled approximately $ 18,874 million and were identified as Level 3.

These assets are comprised of cost and equity method investments of $ 133 million, goodwill of $ 13,921 million and other identifiable intangible assets, net of $ 4,820 million.

Cost and Equity Method Investments —The inputs available for valuing investments in non-public portfolio companies are generally not easily observable.

As of December 31, 2023, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled $ 19,619 million and were identified as Level 3.

These assets are comprised of debt investments and cost and equity method investments of $ 213 million, goodwill of $ 14,567 million and other identifiable intangibles, net of $ 4,839 million.

Cost and Equity Method Investments and Debt Investments —The inputs available for valuing investments in non-public portfolio companies are generally not easily observable.

The valuation of non-public investments requires judgment by the Company due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such assets.

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Goodwill —Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations.

This includes a qualitative analysis of macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events.

The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment.

For the year ended December 31, 2023, the Company elected to perform a quantitative impairment assessment for each of the Company's reporting units.

As part of the quantitative impairment assessment, the Company compared the fair value of each reporting unit to its carrying value.

The quantitative test requires significant judgments, estimates, and assumptions.

The Company estimated the fair value of each reporting by weighting results of the income and market approaches, with greater weight given to the income approach.

Significant estimates used in the income approach include estimates of future revenues, EBITDA, cash flows, long-term growth rates, tax rates, and discount rates.

The selected discount rates consider the risk and nature of the respective reporting unit’s cash flows, and the rates of return a market participant would expect to earn by investing in the Company's reporting units.

The market approach uses information about the Company as well as other publicly traded guideline companies, including revenue and EBITDA-related multiples and estimates of control premiums.

See Note 8 for additional information.

Other Identifiable Intangible Assets, Net —If a triggering event occurs, the Company determines the estimated fair value of definite-lived intangible assets by determining the present value of the expected cash flows.

Other Identifiable Intangibles, Net —If a triggering event occurs, the Company determines the estimated fair value of definite-lived intangible assets by determining the present value of the expected cash flows.

See Note 8 for additional information.

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December 31, 2023 December 31, 2022

(in millions) Gross

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

(in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount

Definite-lived identifiable intangible assets:

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The following is a summary of goodwill by reportable segment for the years ended December 31, 2023 and 2022:

(in millions) Technology & Analytics Solutions Research &

Solutions Contract Sales & Medical Solutions Consolidated

(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

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$ 2,000 million (revolving credit facility)

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

Dollar Term SOFR plus a margin of 1.25 % plus a 10 basis credit spread adjustment as of December 31, 2023

$ 110 million (receivables financing facility)

LIBOR Market Index Rate ( 4.39 % as of December 31, 2022) plus 0.90 %

Dollar Term SOFR plus a margin of 0.90 % plus a 11 basis credit spread adjustment as of December 31, 2023

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

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Dollar denominated borrowings—U.S.

Dollar LIBOR at average floating rates of 5.63 %

Dollar Term SOFR at average floating rates of 6.71 %

Senior Secured Credit Facilities:

Term A Loan due 2026—U.S.

Dollar LIBOR at average floating rates of 5.98 %

Dollar Term SOFR at average floating rates of 6.71 %

Term A Loan due 2026—Euribor at average floating rates of 5.18 %

Term A Loan due 2027—U.S.

Dollar SOFR at average floating rates of 5.67 %

Term B Loan due 2024—U.S.

Dollar LIBOR at average floating rates of — %

Dollar Term SOFR at average floating rates of 6.74 %

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

Term B Loan due 2025—U.S.

Dollar LIBOR at average floating rates of 6.13 %

Dollar Term SOFR at average floating rates of — %

Term B Loan due 2025—U.S.

Dollar LIBOR at average floating rates of 6.48 %

Dollar Term SOFR at average floating rates of — %

Term B Loan due 2025—Euribor at average floating rates of 5.93 %

Term B Loan due 2031—U.S Dollar Term SOFR at average floating rates of 7.35 %

5.700 % Senior Secured Notes due 2028—U.S.

Dollar denominated

6.250 % Senior Secured Notes due 2029—U.S.

Dollar denominated

5.0 % Senior Notes due 2027—U.S.

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Dollar denominated

6.500 % Senior Notes due 2030—U.S.

Dollar denominated

2.875 % Senior Notes due 2025—Euro denominated

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Receivables financing facility due 2024—U.S.

Dollar LIBOR at average floating rates of 5.27 %

Dollar Term SOFR at average floating rates of 6.36 %

Revolving Loan Commitment 110 110

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2023 Financing Transactions

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.

On October 13, 2022, the Company elected to prepay $ 510 million, the entire outstanding balance, of its U.S.

Dollar Term B Loan due 2024.

As of December 31, 2022, the Company’s Credit Agreement provided financing through several senior secured credit facilities of up to approximately $ 7,637 million, which consisted of $ 6,562 million principal amounts of debt outstanding (as detailed in the table above), and $ 1,070 million of available borrowing capacity on the $ 1,500 million revolving credit facility and standby letters of credit.

On November 28, 2023, the Company entered into an amendment (the “Amendment”) to its Fifth Amended and Restated Credit Agreement (the “Credit Agreement”), among IQVIA Inc., a wholly owned subsidiary of the Company, the Company, IQVIA RDS Inc., a wholly owned subsidiary of the Company, the other guarantors party thereto, Bank of America, N.A.

as administrative agent and as collateral agent, and the Lenders (as defined therein) party thereto.

Pursuant to the Amendment, the Company borrowed $ 1,500 million in incremental Term B-4 Dollar Loans (as defined in the Credit Agreement) due January 2, 2031.

The net proceeds from the Term B-4 Dollar Loans were used to repay certain of the outstanding term loans due in 2024 and in 2025 under the Company’s senior secured credit facilities, and to pay fees and expenses related to the Amendment and the offering of 2029 Senior Secured Notes (as defined below).

In connection with this Amendment, the Company recognized a $ 6 million loss on extinguishment of debt, which includes fees and expenses.

On April 17, 2023, the Company increased the capacity of the senior secured revolving credit facility by $ 500 million U.S.

dollars, bringing the total capacity of the revolving credit facility to $ 2,000 million.

At the same time, the Company also amended the benchmark rate of the U.S dollar revolving credit facility and the U.S dollar Term A Loans from U.S dollar LIBOR to U.S.

dollar Secured Overnight Financing Rate term rates ("Term SOFR"), plus a 10 basis point Credit Spread Adjustment.

As of December 31, 2023, the Credit Agreement provided financing through several senior secured credit facilities of up to $ 6,808 million, which consisted of $ 4,908 million principal amounts of debt outstanding (as detailed in the table above), and $ 1,900 million of available borrowing capacity on the $ 2,000 million revolving credit facility and standby letters of credit.

The revolving credit facility is comprised of a $ 1,175 million senior secured revolving facility available in U.S.

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2022 Financing Transactions

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 our various senior secured credit facilities (collectively, the “senior secured credit facilities”).

In connection with this Amendment, we recognized a $ 2 million loss on extinguishment of debt, which includes fees and related expenses.

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.

On June 16, 2022, the Company entered into Amendment No.

1 to 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 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 Credit Agreement and for general corporate purposes.

On October 13, 2022, the Company elected to prepay $ 510 million, the entire outstanding balance, of its U.S.

Dollar Term B Loan due 2024.

Senior Secured Notes

2023 Financing Transactions

On November 28, 2023, IQVIA Inc.

(the “Issuer”), completed the issuance and sale of $ 1,250 million in gross proceeds of 6.250 % senior secured notes due 2029 (the “2029 Senior Secured Notes”).

The 2029 Senior Secured Notes were issued pursuant to an Indenture, dated November 28, 2023, among the Issuer, U.S.

Bank Trust Company, National Association, as trustee of the 2029 Senior Secured Notes and as collateral agent, and the Company and certain subsidiaries of the Issuer as guarantors.

The net proceeds from the 2029 Senior Secured Notes offering were used to repay certain of the outstanding term loans under the Company’s senior secured credit facilities due in 2024 and in 2025, and to pay fees and expenses related to the 2029 Senior Secured Notes offering and the Amendment.

The 2029 Senior Secured Notes are secured obligations of the Company, will mature on February 1, 2029, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.250 % per year, with interest payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2024.

The Company may redeem the 2029 Senior Secured Notes prior to January 1, 2029 subject to a customary make-whole premium, and thereafter subject to a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest.

On May 23, 2023, IQVIA Inc.

(the “Issuer”) completed the issuance and sale of $ 750 million in gross proceeds of 5.700 % senior secured notes due 2028 (the “2028 Senior Secured Notes”).

The 2028 Senior Secured Notes were issued pursuant to an Indenture, dated May 23, 2023, among the Issuer, U.S.

Bank Trust Company, National Association, as trustee of the 2028 Senior Secured Notes and as collateral agent, and the Company and certain subsidiaries of the Issuer as guarantors.

The net proceeds from the 2028 Senior Secured Notes offering were used to repay existing borrowings under the Company’s revolving credit facility and to pay fees and expenses related to the 2028 Senior Secured Notes offering and offering of 2030 Senior Notes (as defined below).

The 2028 Senior Secured Notes are secured obligations of the Company, will mature on May 15, 2028, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 5.700 % per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023.

The Company may redeem the 2028 Senior Secured Notes prior to April 15, 2028 subject to a customary make-whole premium, and thereafter subject to a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest.

Each of the Company's current direct and indirect material U.S.

wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) and IQVIA Holdings Inc., have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the 2028 Senior Secured Notes and the 2029 Senior Secured Notes.

The 2028 Senior Secured Notes and 2029 Senior Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction.

In January 2024, the Company filed a registration statement with respect to an offer (the “Exchange Offer”) to exchange the 2028 Senior Secured Notes for an equal amount of $ 750 million aggregate principal amount of 5.700 % Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes”) and the 2029 Senior Secured Notes for an equal amount of $ 1,250 million aggregate principal amount of 6.250 % Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”).

The Exchange Offer commenced on January 26, 2024 and will expire on February 23, 2024, unless the Company extends the offer.

The terms of the 2028 Registered Notes and the 2029 Registered Notes to be issued in the Exchange Offer are substantially identical in all material respects to the terms of the 2028 Senior Secured Notes and 2029 Senior Secured Notes, respectively, except that the registered notes will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with the applicable registration rights agreement.

2022 Financing Transactions

On March 3, 2021, IQVIA Inc.

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

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.

In connection with this transaction, we recognized a $ 24 million loss on extinguishment of debt, which includes fees and related expenses.

2023 Financing Transactions

On May 23, 2023, IQVIA Inc.

(the “Issuer”) completed the issuance and sale of $ 500 million in gross proceeds of 6.500 % senior notes due 2030 (the “2030 Senior Notes”).

The 2030 Senior Notes were issued pursuant to an Indenture, dated May 23, 2023, among the Issuer, U.S.

Bank Trust Company, National Association, as trustee of the 2030 Senior Notes, and certain subsidiaries of the Issuer as guarantors.

The net proceeds from the 2030 Senior Notes offering were used to repay existing borrowings under the Company’s revolving credit facility, and to pay fees and expenses related to the 2030 Senior Notes offering and 2028 Senior Secured Notes offering.

The 2030 Senior Notes are unsecured obligations of the Company, will mature on May 15, 2030, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.500 % per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023.

The Company may redeem the 2030 Senior Notes prior to their final stated maturity, subject to a customary make-whole premium, at any time prior to May 15, 2026 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 3.250 % to 0.000 %.

2022 Financing Transactions

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”).

Under the receivables financing facility, certain of the Company's accounts receivable are sold on a non-recourse basis by certain of the Company's consolidated subsidiaries (each, an “Originator”) to another of the Company's 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 December 31, 2023, no additional amounts of revolving loans were available under the receivables financing facility.

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The assets of the SPE are not available to satisfy any of the Company’s obligations or any obligations of its subsidiaries.

As of December 31, 2022, approximately $ 1.4 billion of the Company's trade accounts receivable and unbilled services were pledged as collateral to secure the facility.

As of December 31, 2023, approximately $ 1,566 million of the Company's trade accounts receivable and unbilled services were pledged as collateral to secure the facility.

Restrictive Covenants

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The components of lease expense were as follows:

Year Ended December 31,

(in millions)

Classification

Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020

2023 2022 2021

Operating lease cost (1)

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Other information related to leases was as follows:

(in millions) Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020

Year Ended December 31,

(in millions) 2023 2022 2021

Supplemental Cash Flow:

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Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows:

(in millions) Operating Leases Finance

(in millions) Operating Leases Finance Leases

2024 $ 117 $ 13

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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, KPA and the Korean Pharmaceutical Information Center (“KPIC”).

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.

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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.

The Company believes the counterclaims are without merit, rejects all counterclaims raised by Veeva and intends to vigorously defend IQVIA Parties’ position and pursue its 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.

Trial has been scheduled for early 2025.

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.

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Veeva is currently appealing the Order.

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 alleged 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 claimed damages of approximately $ 100 million and sought the trebling of its damages and reimbursement of its litigation expenses, including its attorneys’ fees.

MedImpact further sought to enjoin IQVIA from continuing to misuse its intellectual property.

On October 7, 2022, the Court dismissed MedImpact’s RICO claims as well as all claims against IQVIA Inc., IQVIA Ltd., and one of the individual employee defendants.

IQVIA rejects all of the claims raised by MedImpact and vigorously defended IQVIA’s position.

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 sought treble damages in an unspecified amount, reimbursement of litigation expenses, including attorneys’ fees, and to enjoin MedImpact from continuing to misuse its intellectual property.

The parties have agreed to settle their respective claims against one another for a payment by the Company of an immaterial amount.

Stockholders’ Equity

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Equity Repurchase Program

On October 30, 2013, the Company’s Board of Directors (the “Board”) first approved the Company's equity repurchase program (the “Repurchase Program”) , authorizing the repurchase of up to $ 125 million of either the Company’s common stock or vested in-the-money employee stock options, or a combination thereof.

The Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by $ 600 million, $ 1.5 billion, $ 2.0 billion, $ 1.5 billion, and $ 2.0 billion, in 2015, 2016, 2017, 2018, and 2019 respectively.

On February 10, 2022 the Board increased the stock repurchase authorization under 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.

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

As of December 31, 2022, the Company had remaining authorization to repurchase up to approximately $ 1.36 billion of its common stock under the Repurchase Program.

The Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by $ 600 million, $ 1.5 billion, $ 2.0 billion, $ 1.5 billion, $ 2.0 billion, and $ 2.0 billion in 2015, 2016, 2017, 2018, 2019, and 2022, respectively.

On July 31, 2023, the Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an additional $ 2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $ 11,725 million.

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.

As of December 31, 2023, the Company had remaining authorization to repurchase up to $ 2,363 million 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.

There were no equity offerings during the years ended December 31, 2023, 2022 and 2021.

Other Equity Repurchases

On February 13, 2020, the Company agreed to purchase at market price an aggregate of 1 million shares of its common stock, par value $ 0.01 per share, in a private transaction from certain of its existing shareholders (the “February 2020 Repurchase”).

In addition to the February 2020 Repurchase, certain of the Company’s remaining private equity sponsors informed the Company that they have sold 4 million shares of the Company’s common stock pursuant to Rule 144 under the Securities Act of 1933, as amended, for a total of 5 million shares.

Below is a summary of the share repurchases made under the Repurchase Program:

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The Company’s assessment of fair value, including the valuation of certain acquired intangibles and the purchase price allocation related to the acquisitions that occurred during the year ended December 31, 2023 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, expected synergies and new customer relationships.

Further adjustments, largely related to acquired intangible assets and related deferred taxes, 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, expected synergies and new client relationships.

The consolidated financial statements include the results of the acquisitions subsequent to their respective closing dates.

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Cash and cash equivalents $ 28 $ 33

Accounts receivable 44 —

Other assets 9 115

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$ 977 $ 1,487

(1) Net assets acquired include contingent consideration and deferred purchase price of $ 139 million and $ 44 million for the years ended December 31, 2022 and 2021, respectively.

(1) Net assets acquired include contingent consideration and deferred purchase price of $ 73 million and $ 139 million, respectively.

The portion of goodwill deductible for income tax purposes was preliminarily assessed as $ 379 million and $ 275 million for the years ended December 31, 2023 and 2022, respectively.

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Other identifiable intangibles:

Customer relationships 1 - 17 years $ 382 $ 393

Client relationships 1 - 17 years $ 324 $ 382

Software and related assets 3 - 8 years 44 79

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The following amounts were recorded for the restructuring plans:

(in millions) Severance and

Related Costs Exit Costs Total

(in millions) Severance and Related Costs

Balance as of December 31, 2021 $ 30

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Payments ( 74 )

Foreign currency translation and other ( 1 ) — ( 1 )

Balance as of December 31, 2023 $ 36

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United States taxes recorded on foreign earnings(*) ( 41 ) ( 4 ) ( 29 )

( 4 ) ( 29 ) 2

Tax contingencies 17 14 3

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Equity compensation — 2 ( 23 )

Non-taxable gain on acquisition adjustment — — 6

Non-controlling interest — — ( 5 )

Valuation Allowance Release ( 102 ) — —

Basis Difference Reversal ( 61 ) — —

Other ( 1 ) ( 1 ) 4

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taxes on foreign earnings.

In the year ended December 31, 2023, the Company completed an internal legal entity restructuring that resulted in a benefit of $ 125 million.

Historically, the Company recorded deferred tax assets related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to expiration.

The Company now believes it is reasonably possible that these foreign tax credits will be utilized and therefore recorded a tax benefit of $ 64 million related to the valuation allowance release and establishing related uncertain tax positions.

Additionally, due to the restructuring the Company also reversed a deferred tax liability of $ 61 million due to a basis difference that was recovered in a tax-free manner.

The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement.

Lastly, the effective tax rate was also impacted by changes in the geographical mix of earnings amongst foreign tax jurisdictions as well as state and local tax rates.

In the year ended December 31, 2022, the Company recorded a benefit of $ 6 million related to a 2021 U.S.

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On August 16, 2022, the U.S.

government enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy, which will go into effect in 2023.

The Company is assessing these impacts on its 2023 and forward consolidated financial statements.

Many of the provisions took effect beginning in 2023.

The Company assessed the impacts and determined it was not subject to the minimum tax and there were no other material income tax impacts during 2023.

The Company will continue to monitor future impacts to its consolidated financial statements.

On December 12, 2022 the European Union member states agreed to implement the Organization for Economic Co-operation and Development’s (“OECD”) Pillar 2 global corporate minimum tax rate of 15% on companies with revenues of at least $790 million, which would go into effect in 2024.

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Treasury Department issuing final regulations on foreign tax credits.

In the year ended December 31, 2020, the U.S.

Treasury Department issued final regulations regarding FDII and GILTI.

The Company has determined it will elect the GILTI high tax exception as allowed by the final regulations and has amended its 2018 U.S.

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

Federal consolidated income tax returns resulting in a favorable impact of $ 26 million, which the Company recorded in 2020.

Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $ 3,575 million as of December 31, 2023.

With the enactment of the Tax Act, the Company does not consider any of its foreign earnings as indefinitely reinvested.

The Company does not consider any of its foreign earnings as indefinitely reinvested.

The income tax effects of temporary differences from continuing operations that give rise to significant portions of deferred income tax assets (liabilities) are presented below:

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Total deferred income tax liabilities ( 766 ) ( 976 )

Net deferred income tax liabilities $ ( 346 ) $ ( 286 )

During the year ended December 31, 2022, the net deferred tax liabilities increased mainly due to foreign exchange revaluations of debt instruments and utilization of net operating losses and tax credits.

This increase was offset by a decrease in deferred tax liabilities mainly due to amortization of intangibles related to the merger between Quintiles and IMS Health.

Net deferred income tax assets (liabilities) $ ( 36 ) $ ( 346 )

During the year ended December 31, 2023, the net deferred tax liabilities decreased due to foreign exchange revaluations of debt instruments, reversal of a previously established valuation allowance for Foreign Tax Credits, and amortization of intangibles related to the merger between Quintiles and IMS Health.

The Company had federal, state and local, and foreign tax loss carryforwards and tax credits, the tax effect of which was $ 462 million as of December 31, 2023.

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In the year ended December 31, 2023, the Company decreased its valuation allowance by $ 91 million to $ 166 million as of December 31, 2023 from $ 257 million as of December 31, 2022.

The valuation allowance decreased primarily due to current year state tax expenses on revaluation and utilization of state net operating losses.

The decrease is primarily offset by branch basket foreign tax credits that the Company has determined are not more likely than not to be used before their expiration.

The valuation allowance decreased primarily due to the release of the valuation allowance on branch basket foreign tax credits as the Company has determined they are more likely than not to be used prior to expiration.

A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits is presented below:

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Contributions — — 3 2

Amendments — — — ( 2 )

Settlements — ( 2 ) ( 3 ) ( 4 )

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Pension Benefits

United States Plans

Non-United States Plans

United States Plans Non-United States Plans

(in millions) 2023 2022 2023 2022

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Pension Benefits

United States Plans

Non-United States Plans

United States Plans Non-United States Plans

(in millions) 2023 2022 2023 2022

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Pension Benefits

United States Plans

Non-United States Plans

United States Plans Non-United States Plans

(in millions) 2023 2022 2023 2022

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Amortization of actuarial losses — 1 — ( 2 ) 1 1

Curtailment gain — — — — — —

Settlement gain — 1 — — ( 1 ) 1

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Other changes in plan assets and benefit obligations recognized in other comprehensive loss:

Actuarial (gain) loss – current years 31 ( 50 ) 34 ( 18 ) ( 39 ) 35

Actuarial (gain) loss – current year ( 30 ) 31 ( 50 ) 19 ( 18 ) ( 39 )

Prior service cost – current year — — — — — ( 2 )

Curtailment gain - current year — — — — — —

Total recognized in other comprehensive income

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Total recognized in net periodic benefit cost and other comprehensive income $ ( 28 ) $ 21 $ ( 57 ) $ 52 $ 1 $ ( 24 )

All components of net periodic benefit cost other than service cost are recorded in other expense (income), net on the accompanying consolidated statements of income.

Gain (losses) affecting the benefit obligation for the year ending December 31, 2022 was primarily related to the changes in discount rates, as well as changes in other actuarial assumptions which are driven by changing market conditions .

All components of net periodic benefit cost other than service cost are recorded in other (income) expense, net on the accompanying consolidated statements of income.

Gains (losses) affecting the benefit obligation for the year ending December 31, 2023 were primarily related to the changes in discount rates, as well as changes in other actuarial assumptions which are driven by changing market conditions .

The weighted average assumptions used to determine net periodic benefit cost were as follows for the years ended December 31:

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Pension Benefits

United States

Plans Non-United States Plans

United States Plans Non-United States Plans

2023 2022 2023 2022

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At retirement, the account is converted to a monthly retirement benefit.

As of December 31, 2022, the Company’s health care cost trend rate for the next seven years was assumed to be 6.5 % and the assumed ultimate cost trend rate was 4.5 %.

The Company assumed that ultimate cost trend rate is reached in 2027 .

Assumed health care cost trend rates could have a significant effect on the amounts reported for the health care plans.

The Company’s pension plan target asset allocations and weighted average asset allocations, by asset category, were as follows:

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Real estate 0 - 5 %

4.66 5.15 — — 2.53 2.65

Other 10 - 30 %

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Assets measured at NAV (1)

— — 93 — — 136

Total $ 6 $ 373 $ 379 $ 6 $ 256 $ 355

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Investment Policies and Strategies

The Company invests primarily in a diversified portfolio of equity securities that provide for long-term growth within reasonable and prudent levels of risk.

The Company invests primarily in a diversified portfolio of debt and equity securities that provide for long-term growth within reasonable and prudent levels of risk.

The asset allocation targets established by the Company are strategic and applicable to the plan’s long-term investing horizon.

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The portfolio for the Company’s United Kingdom pension plans seek to invest in a range of suitable assets of appropriate liquidity that will generate in the most effective manner possible, income and capital growth to ensure that there are sufficient assets to meet benefit payments when they fall due, while controlling the long-term costs of the plans, avoiding short-term volatility of investment returns, and managing risks in accordance with plan investment strategies.

The plans seek to achieve these objectives by investing in a mixture of real (equities) and monetary (fixed interest) assets.

It recognizes that the returns on real assets, while expected to be greater over the long-term than those on monetary assets, are likely to be more volatile.

A mixture across asset classes should nevertheless provide the level of returns required by the plans.

The plans seek to achieve these objectives by investing in a mixture of real (equities) and monetary (fixed interest) assets, which is expected to provide the level of returns required by the plans.

The trustee periodically conducts asset liability modeling exercises to ensure the investments are aligned with the appropriate benchmark to better reflect the plans’ liabilities.

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Stock Incentive Plans

Stock incentive plans provide incentives to eligible employees, officers and directors in the form of non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance awards, covered annual incentive awards, cash-based awards and other stock-based awards, in each case subject to the terms of the stock incentive plans.

Stock incentive plans provide incentives to eligible employees, officers and directors in the form of non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”), performance awards, covered annual incentive awards, cash-based awards and other stock-based awards, in each case subject to the terms of the stock incentive plans.

In April 2017, the Company’s 2017 Incentive and Stock Award Plan (the “2017 Plan”) was approved by the Company’s stockholders.

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As of December 31, 2023, there were 8.5 million shares available for future grants under all of the Company’s stock incentive plans.

The Company used the following assumptions when estimating the value of the stock-based compensation for stock options and SARs issued as follows:

The Company used the following assumptions when estimating the value of the stock-based compensation for Stock Settled SARs granted as follows:

Year Ended December 31,

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0.28 – 1.40 %

Stock Options

The option price is determined by the Board at the date of grant and the options expire 10 years from the date of grant.

All outstanding stock options are fully vested.

The Company’s stock option activity in the year ended December 31, 2022 is as follows:

(in millions, except number of options and exercise price)

Number of Options

Weighted Average Exercise Price Aggregate Intrinsic Value

Outstanding as of December 31, 2021 371,661 $ 51.69 $ 86

Exercised ( 51,308 ) 31.04

Outstanding as of December 31, 2022 320,353 $ 54.99 $ 48

The total intrinsic value of options exercised was approximately $ 9 million, $ 29 million and $ 120 million in the years ended December 31, 2022, 2021 and 2020, respectively.

The Company received cash of approximately $ 2 million, $ 7 million and $ 25 million in 2022, 2021, and 2020, respectively, from options exercised.

The weighted average remaining contractual life of the options outstanding and exercisable as of December 31, 2022 is 1.9 years.

The total aggregate intrinsic value of the exercisable stock options as of December 31, 2022 was approximately $ 48 million.

Stock Appreciation Rights – Stock Settled

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The total aggregate intrinsic value of the exercisable SSRs and the SSRs expected to vest as of December 31, 2023 was approximately $ 342 million.

Stock Options

The option price is determined by the Board at the date of grant and the options expire 10 years from the date of grant.

All outstanding stock options are fully vested.

The Company’s stock option activity in the year ended December 31, 2023 is as follows:

(in millions, except number of options and exercise price)

Number of Options

Weighted Average Exercise Price Aggregate Intrinsic Value

Outstanding as of December 31, 2022 320,353 $ 54.99 $ 48

Exercised ( 145,382 ) 46.13

Outstanding as of December 31, 2023 174,971 $ 62.35 $ 30

The total intrinsic value of options exercised was approximately $ 23 million, $ 9 million and $ 29 million in the years ended December 31, 2023, 2022 and 2021, respectively.

The Company received cash of approximately $ 7 million, $ 2 million and $ 7 million in 2023, 2022, and 2021, respectively, from options exercised.

The weighted average remaining contractual life of the options outstanding and exercisable as of December 31, 2023 is 1.5 years.

The total aggregate intrinsic value of the exercisable stock options as of December 31, 2023 was approximately $ 30 million.

Performance Awards

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The Company’s RSUs will settle in shares of the Company’s common stock within 45 days of the applicable vesting date.

In general, RSUs granted to employees vest either (i) one-third per year beginning on the first anniversary of the grant date;

(ii) 100 % at the end of the three-year period following the grant date or (iii) 50 % on the second anniversary of the grant date and 50 % on the third anniversary of the grant date.

In general, RSUs granted to employees vest either (i) one-third per year beginning on the first anniversary of the grant date or (ii) 100 % at the end of the three-year period following the grant date.

Members of the Company’s Board receive RSUs that are fully vested when granted.

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The Company’s cash settled SARs (“CSRs”) require the Company to settle in cash an amount equal to the difference between the fair value of the Company’s common stock on the date of exercise and the grant price, multiplied by the number of CSRs being exercised.

These awards vest one- third per year beginning on the first anniversary of the date of grant.

As of December 31, 2022, 2021 and 2020, the weighted average fair value per share of the CSRs granted was $ 147.41 , $ 216.87 and $ 112.10 , respectively.

All outstanding CSRs are fully vested.

As of December 31, 2023, 2022 and 2021, the weighted average fair value per share of the CSRs outstanding was $ 152.17 , $ 147.41 and $ 216.87 , respectively.

The Company paid approximately $ 11 million, $ 1 million and $ 1 million to settle exercised CSRs in the years ended December 31, 2023, 2022 and 2021 respectively.

The weighted average remaining contractual life of the CSRs outstanding and exercisable as of December 31, 2022 is 2.6 years and 2.6 years, respectively.

The total aggregate intrinsic value of the exercisable CSRs and the CSRs expected to vest as of December 31, 2022 was approximately $ 17 million.

The weighted average remaining contractual life of the CSRs outstanding and exercisable as of December 31, 2023 is 3.1 years.

The total aggregate intrinsic value of the exercisable CSRs as of December 31, 2023 was approximately $ 8 million.

Restricted Stock Units – Cash Settled

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During the year ended December 31, 2022, the Company entered into long term incentive award agreements with certain employees totaling a fixed monetary amount of $ 80 million to issue a variable number of common shares based on the fair market value when the awards vest on the third anniversary of the grant date.

The Company accounts for the awards as liability-classified awards with the liability recorded in other liabilities in the consolidated balance sheet.

The Company recorded approximately $9 million of stock-based compensation expense during the year ended December 31, 2022 for these awards.

The Company accounts for the awards as liability-classified awards with the liability recorded in other liabilities in the consolidated balance sheets.

The Company recorded approximately $ 22 million and $ 9 million of stock-based compensation expense for these awards during the years ended December 31, 2023 and December 31, 2022, respectively.

The Company sponsors a supplemental non-qualified deferred compensation plan, covering certain management employees, and maintains other statutory indemnity plans as required by local laws or regulations.

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

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

Certain costs are not allocated to the Company's 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.

The Company also does not allocate restructuring costs, depreciation and amortization or impairment charges, if any, 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.

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Earnings Per Share

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

The following table presents the computation of basic and diluted earnings per share:

Year Ended December 31,

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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 years ended December 31, 2022, 2021 and 2020 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 0.5 , 0.1 , and 2.4 , million, respectively.

For the years ended December 31, 2023, 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 1.0 million, 0.5 million, and 0.1 million, million, respectively.

Accumulated Other Comprehensive (Loss) Income

Below is a summary of the components of AOCI:

(in millions) Foreign Currency Translation Derivative Instrument Defined Benefit Plans Income Taxes Total

(in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Plans Income Taxes Total

Balance as of December 31, 2020 $ ( 395 ) $ ( 48 ) $ ( 85 ) $ 323 $ ( 205 )

Other comprehensive income (loss) before reclassifications 35 ( 40 ) ( 69 ) 170 96

Other comprehensive (loss) income before reclassifications ( 165 ) 11 90 ( 139 ) ( 203 )

Reclassification adjustments — 16 — ( 4 ) 12

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

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

1 unchanged sentence

Reclassification adjustments — 12 — ( 2 ) 10

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

Balance as of December 31, 2022 ( 825 ) 44 ( 8 ) 62 ( 727 )

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Foreign exchange forward contracts Revenues 21 10 5

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

Total before income taxes 68 ( 12 ) ( 16 )

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data