What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-15 · 83 added, 149 removed, 341 unchanged (40% of the section changed)

10 unchanged sentences

Other Information

During the quarter ended December 31, 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of IQVIA Holdings Inc.

adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of IQVIA Holdings Inc., within the meaning of Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7 unchanged sentences

63 Executive Vice President and Chief Financial Officer

Costa Panagos 49 President, Research & Development Solutions

Richard Staub, III 61 President, Research & Development Solutions

Knightly 63 President, Corporate Strategy and Enterprise Networks

29 unchanged sentences

from the University of Chicago Booth School of Business.

Costa Panagos, President, Research & Development Solutions

Panagos was appointed as President, Research & Development Solutions effective April 1, 2022.

Panagos joined the Company in 1999, as part of the legacy Quintiles organization, and has held numerous sales, operational and executive leadership roles during his career with the company.

He was most recently president, Research & Development Operations, where he oversaw the execution of IQVIA’s global clinical development operations including traditional full-service studies, decentralized trials and flexible staffing arrangements.

Prior to this, Mr.

Panagos served as CEO of Q 2 Solutions, IQVIA’s global clinical trial laboratory business, and held several senior clinical and commercial leadership roles including Head of Global Sales Operations.

Panagos holds a Bachelor of Science degree in biology from Brown University and an M.B.A.

from the University of Chicago Booth School of Business.

Richard Staub, III, President, Research & Development Solutions

Staub resumed the role of President, Research & Development Solutions on September 25, 2023.

From April 2022 through September 2023, Mr.

Staub was senior advisor to the Chairman and CEO of IQVIA.

Staub had served as President, Research & Development Solutions from November 2016 to March 2022.

Previously, Mr.

Staub served as President of Novella Clinical, a Quintiles company, since 2013.

Prior to Novella’s 2013 acquisition by Quintiles, Mr.

Staub served as both president and CEO of Novella Clinical since 2008.

Before joining Novella Clinical in 2004, Mr.

Staub was senior vice president of global business development for one of the world’s largest clinical research organizations.

Staub’s career in the pharmaceutical industry began at Zeneca Pharmaceuticals in 1989 where he had progressive responsibilities as a medical and hospital sales representative, cardiovascular portfolio analyst and marketing manager.

Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill.

Knightly, President, Corporate Strategy and Enterprise Networks

66 unchanged sentences

Incorporated by Reference

Exhibit Number Exhibit Description Filed Herewith

Form File No.

Exhibit Number Exhibit Description Filed Herewith Form File No.

Exhibit Filing Date

2.1* Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc.

and IMS Health Holdings, Inc.

(which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto).

2.1 May 3, 2016

3.1 Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective April 18, 2023.

8-K 001-35907

3.1 April 14, 2021

3.2 Amended and Restated Bylaws of IQVIA Holdings Inc., effective February 13, 2023 .

8-K 001-35907 3.1 February 13, 2023

4.1 Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc .

S-1/A 333-186708 4.1 April 26, 2013

8-K 001-35907 3.1 April 18, 2023

3.2 Amended and Restated Bylaws of IQVIA Holdings Inc., effective April 18, 2023.

8-K 001-35907 3.1 April 18, 2023

4.1 Description of the Company's Securities

4.2 Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S.

7 unchanged sentences

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

8-K 001-35907

4.1 May 10, 2019

8-K 001-35907 4.1 May 10, 2019

4.5 Indenture, dated August 13, 2019, among IQVIA Inc., as Issuer, U.S.

7 unchanged sentences

8-K 001-35907 4.1 March 3, 2021

4.8 Amended and Restated Indenture, dated December 19, 2023, among IQVIA Inc., as Issuer, U.S.

Bank Trust Company, National Association, as trustee of the 5.700% Senior Secured Notes due 2028 and the Company and certain subsidiaries of the Issuer as guarantors.

S-4 001-35907 4.8 January 5, 2024

4.9 Amended and Restated Indenture, dated December 19, 2023, among IQVIA Inc., as Issuer, U.S.

Bank Trust Company, National Association, as trustee of the 6.250% Senior Secured Notes due 2029 and the Company and certain subsidiaries of the Issuer as guarantors.

S-4 001-35907 4.9 January 5, 2024

10.1 Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021, by and among IQVIA Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Solutions Japan K.K., IQVIA Holdings Inc., the Guarantors party thereto and the Lenders party thereto (Annex A to Exhibit 10.1 filed August 25, 2021).

5 unchanged sentences

8-K 001-35907 10.1 June 16, 2022

10.3 Amendment No.

2 to Fifth Amended and Restated Credit Agreement, dated April 17, 2023, among IQVIA Inc., IQVIA Holdings Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Japan K.K., the other guarantors party thereto, Bank of America, N.A.

as administrative agent and as collateral agent, and the Lenders party thereto.

8-K 001-35907 10.1 April 18, 2023

10.4 Amendment No.

3 to Fifth Amended and Restated Credit Agreement, dated November 28, 2023, among IQVIA Inc., IQVIA Holdings Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Solutions Japan LLC, the other guarantors party thereto, Bank of America, N.A.

as administrative agent and as collateral agent, and the Lenders party theret o .

8-K 001-35907 10.1 November 23, 2023

10.5 Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent.

2 unchanged sentences

Health S-1/A 333-193159 10.34 March 24, 2014

10.5 Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc.

and the stockholders identified therein.

8-K 001-35907 10.4 May 3, 2016

Form of Director Indemnification Agreement.

2 unchanged sentences

8-K 001-35907 10.8 October 3, 2016

Description of Non-Employee Director Compensation, effective as of January 1, 2017.

001-35907 10.27 February 16, 2017

Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement.

001-35907 10.2 October 19, 2015

Quintiles Transnational Holdings Inc.

Annual Management Incentive Plan.

333-186708 10.57 April 19, 2013

Quintiles Transnational Holdings Inc.

2008 Stock Incentive Plan.

333-186708 10.17 February 15, 2013

Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc.

2008 Stock Incentive Plan.

333-186708 10.18 February 15, 2013

Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc.

2008 Stock Incentive Plan.

10.19 February 15, 2013

Form of Confidentiality and Restrictive Covenants Agreement

Work Product Assignment Agreement

Quintiles Transnational Holdings Inc.

1 unchanged sentence

S-1/A 333-186708 10.22 April 19, 2013

Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

S-1/A 333-186708 10.23 April 19, 2013

10.16† Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

10-Q 001-35907 10.2 May 1, 2014

10.17† Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

S-1/A 333-186708 10.24 April 19, 2013

Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

S-1/A 333-186708 10.56 April 19, 2013

Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc.

1 unchanged sentence

10-K 001-35907 10.41 February 16, 2017

Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan prior to February 2015.

8-K 001-35907 10.1 November 26, 2013

Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan effective February 2015.

10-K 001-35907 10.34 February 12, 2015

Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

10-K 001-35907 10.35 February 12, 2015

Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc.

2013 Stock Incentive Plan effective February 2017.

10-K 001-35907 10.45 February 16, 2017

10.24† Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc.

2013 Stock Incentive Plan.

10-Q 001-35907 10.3 November 3, 2016

10.25† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc.

2013 Stock Incentive Plan effective February 2017.

10-K 001-35907 10.47 February 16, 2017

Quintiles IMS Holdings, Inc.

11 unchanged sentences

IMS Health 10-Q 001-36381 10.3 July 28, 2016

Quintiles IMS Holdings, Inc.

2010 Equity Incentive Plan.

8-K 001-35907 10.5 October 3, 2016

Healthcare Technology Holdings, Inc.

2010 Equity Incentive Plan, as amended and restated.

IMS Health S-1/A 333-193159 10.16 February 13, 2014

Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1 333-193159 10.17 January 2, 2014

Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1 333-193159 10.18 January 2, 2014

Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.19 January 2, 2014

Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.20 January 2, 2014

Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.21 January 2, 2014

10.39† Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan.

IMS Health S-1

10.22 January 2, 2014

IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011.

IMS Health S-1

10.15 January 2, 2014

IMS Health Incorporated Retirement Plan, as amended and restated effective January 1, 2020

Quintiles IMS Holdings, Inc.

2014 Incentive and Stock Award Plan.

10.6 October 3, 2016

8-K 001-35907 10.6 October 3, 2016

Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan.

IMS Health 8-K

10.1 February 10, 2015

Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan.

IMS Health 8-K

10.2 February 10, 2015

2014 IMS Health Annual Incentive Plan.

IMS Health S-1/A

10.30 March 10, 2014

10.45† Quintiles IMS Holdings, Inc.

IMS Health 8-K 001-36381 10.1 February 10, 2015

10.22† IQVIA Holdings Inc.

2017 Incentive Stock Award Plan (f/k/a Q uintiles IMS Holdings , Inc.

2017 Incentive and Stock Award Plan ) .

February 22, 2017

DEF 14A 001-35907 Appendix B February 22, 2017

10.23† Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.8 May 8, 2017

10-Q 001-35907 10.8 May 8, 2017

10.24† Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.9 May 8, 2017

10-Q 001-35907 10.9 May 8, 2017

10.25† Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc.

2017 Incentive and Stock Award Plan effective April 2017.

10.10 May 8, 2017

10.49† Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017 .

10.69 February 16, 2017

10.50† Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016 .

10.76 February 16, 2017

10.51† Quintiles Transnational Corp.

Elective Deferred Compensation Plan, as amended and restated.

10.1 October 28, 2015

10.52† Quintiles IMS Holdings Inc.

Non-Employee Director Deferral Plan, effective January 1, 2017.

10.78 February 16, 2017

10-Q 001-35907 10.1 May 8, 2017

10.26† IQVIA Inc.

Employee Protection Plan and Summary Plan Description, as amended and restated effective July 1, 2023.

10-Q 001-35907 10.1 August 1, 2023

10.27† IQVIA Savings Equalization Plan, effective January 1, 2018.

10.28† IQVIA Elective Deferred Compensation Plan, as amended and restated.

10.29† IQVIA Holdings Inc.

Non-Employee Director Deferral Plan, effective January 1, 2017 (amended November 9, 2023).

10.30† Amended and Restated Employment Agreement between IQVIA Holdings Inc.

and Ari Bousbib, dated February 18, 2019.

10.60 February 19, 2019

10-K 001-35907 10.6 February 19, 2019

10.31† Stock Appreciation Rights Agreement between IMS Health Holdings, Inc.

and Ari Bousbib, dated February 10, 2015.

IMS Health 10-K

10.34 February 19, 2016

IMS Health 10-K 001-36381 10.34 February 19, 2016

10.32† Amendment No.

1 unchanged sentence

and Ari Bousbib dated February 10, 2015.

IMS Health 10-K

10.35 February 19, 2016

10.56† Restricted Stock Award Agreement between IMS Health Holdings, Inc.

and Ari Bousbib dated December 31, 2015.

IMS Health 10-K

10.36 February 19, 2016

IMS Health 10-K 001-36381 10.35 February 19, 2016

10.33† Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018 .

10.72 February 19, 2019

10-K 001-35907 10.72 February 19, 2019

10.34† Letter Agreement between the Company and Ronald Bruehlman, effective on August 1, 2020.

10-Q 001-35907

10.10 October 22, 2020

10.59† Letter Agreement between the Company and Costa Panagos, effective on April 1, 2022 .

10-Q 001-35907 10.10 October 22, 2020

10.35† Letter Agreement between the Company and W.

Richard Staub, effective on September 25 , 2023.

10.36 Registration Rights Agreement, dated May 23, 2023, among IQVIA Inc., IQVIA Holdings Inc., certain subsidiaries of the Issuer as guarantors, and Goldman Sachs & Co.

LLC as representative of the several initial purchasers.

S-4 001-35907 10.1 January 5, 2024

10.37 Registration Rights Agreement, dated November 28, 2023, among IQVIA Inc., IQVIA Holdings Inc., certain subsidiaries of the Issuer as guarantors, and J.P.

Morgan Securities LLC as representative of the several initial purchasers.

S-4 001-35907 10.2 January 5, 2024

21.1 List of Subsidiaries of IQVIA Holdings Inc.

22.1 List of Subsidiary Guarantors and Affiliates who Collateralize the Company’s Securities

S-4 001-35907 22.1 January 5, 2023

23.1 Consent of PricewaterhouseCoopers LLP.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1† Restatement Recovery Policy, dated November 9, 2023.

101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T:

4 unchanged sentences

† Indicates management contract or compensatory plan or arrangement.

* The Merger Agreement and the description thereof included herein have been included to provide investors and stockholders with information regarding the terms of the agreement.

They are not intended to provide any other factual information about Quintiles or IMS Health or their respective subsidiaries or affiliates or stockholders.

The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quintiles or IMS Health.

Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Quintiles or IMS Health and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the United States Securities and Exchange Commission.

Form 10-K Summary

55 unchanged sentences

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 8 $ —

Total current liabilities 8 —

Investment in subsidiary 3,546 3,902

23 unchanged sentences

Other operating assets and liabilities — 1 ( 1 )

Net cash (used in) provided by operating activities 1 ( 1 ) —

Net cash provided by (used in) operating activities — 1 ( 1 )

Investing activities:

6 unchanged sentences

Net cash used in financing activities ( 1,052 ) ( 1,239 ) ( 465 )

Increase (decrease) in cash and cash equivalents — 1 ( 2 )

Increase in cash and cash equivalents — — 1

Cash and cash equivalents at beginning of period 2 2 1

4 unchanged sentences

The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of IQVIA Holdings Inc.’s (the “Company”) wholly owned subsidiary, IQVIA Incorporated exceed 25 % of the consolidated net assets of the Company.

These condensed parent company financial statements are not the general-purpose financial statement of the reporting entity.

These condensed parent company financial statements are not the general-purpose financial statements of the reporting entity.

The ability of IQVIA Incorporated to pay dividends may be limited due to the restrictive covenants in the agreements governing its credit arrangements.

4 unchanged sentences

(in millions) Amount

Paid in December 2022 $ 25

Paid in November 2023 $ 232

Paid in October 2022 40

Paid in September 2023 55

Paid in August 2023 89

Paid in July 2022 100

Paid in June 2022 188

Paid in May 2023 490

Paid in April 2022 2

Paid in March 2023 130

Paid in February 2023 56

Paid in January 2022 20

Total paid in 2023 $ 1,052

10 unchanged sentences

Paid in February 2022 322

Paid in January 2022 20

Total paid in 2022 $ 1,239

Paid in December 2021 $ 57

Paid in November 2021 89

Paid in October 2021 60

Paid in September 2021 36

Paid in August 2021 35

Paid in July 2021 25

Paid in June 2021 20

Paid in May 2021 23

Paid in April 2021 4

Paid in March 2021 51

10 unchanged sentences

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 9A. Controls and Procedures