Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as amended, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
116
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item, other than the information regarding the executive officers of the Company set forth below, is incorporated by reference to the sections of our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) entitled “Proposal No. 1: Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate Governance—Leadership Structure—Committees of the Board.”
The current executive officers of the Company are as follows:
Name Age Position
Ari Bousbib 62 Chairman and Chief Executive Officer
Ronald E. Bruehlman
63 Executive Vice President and Chief Financial Officer
W. Richard Staub, III 61 President, Research & Development Solutions
Kevin C. Knightly 63 President, Corporate Strategy and Enterprise Networks
Eric Sherbet 59 Executive Vice President, General Counsel and Secretary
Ari Bousbib, Director, Chairman and Chief Executive Officer
Mr. Bousbib is Chairman and Chief Executive Officer of the Company. He assumed this position in October 2016 following the Merger of Quintiles and IMS Health. From 2010 until the Merger, Mr. Bousbib served as Chairman and CEO of IMS Health. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), an aerospace, defense and building systems company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, with executive leadership responsibilities for the worldwide operations of Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 to 2002, he served as its Chief Operating Officer. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton. Mr. Bousbib currently serves on the board of directors of The Home Depot, Inc. and is a member of the Harvard Medical School Health Care Policy Advisory Council. Mr. Bousbib holds a Master of Science Degree in Mathematics and Mechanical Engineering from the Ecole Superieure des Travaux Publics, Paris, and an M.B.A. from Columbia University.
Ronald E. Bruehlman, Executive Vice President and Chief Financial Officer
Mr. Bruehlman was appointed as Executive Vice President and Chief Financial Officer effective August 1, 2020. Mr. Bruehlman previously served as Senior Vice President and Chief Financial Officer of IMS Health from July 2011 until the merger of IMS Health and Quintiles in 2016. Prior to joining IMS Health, Mr. Bruehlman worked for 23 years at UTC, advancing through finance positions of increasing responsibility, culminating in his appointment as Vice President, Business Development, which he held from June 2009 to April 2011, where he led the company’s global strategy and corporate development activities. From June 2005 until May 2008, he was Vice President and Chief Financial Officer of Carrier Corporation. Prior to that, Mr. Bruehlman was Vice President, Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC. Mr. Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd. from 2020 to 2022. He also served as a director of The Connecticut Forum from 2005 to 2015 and served as a director of The New England Air Museum from 2009 through 2013. Mr. Bruehlman holds a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A. from the University of Chicago Booth School of Business.
117
W. Richard Staub, III, President, Research & Development Solutions
Mr. 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. Mr. 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. Mr. 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. Mr. Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill.
Kevin C. Knightly, President, Corporate Strategy and Enterprise Networks
Mr. Knightly has served as President, Corporate Strategy and Enterprise Networks since July 2022. Mr. Knightly previously served as the Company's President, Technology & Commercial Solutions from October 2016 to June 2022. Mr. Knightly served as Senior Vice President, Information Offerings at IMS Health from April 2015 to October 2016. From January 2011 to March 2015, Mr. Knightly served as Senior Vice President, Supplier Management at IMS Health. Prior to that, Mr. Knightly served in a number of senior financial, operations, marketing and general management roles for IMS Health, including as Senior Vice President, Pharma Business Management from 2007 until 2010. Mr. Knightly holds a Bachelor of Science degree in Economics and Accounting from the College of the Holy Cross, and an M.B.A. from New York University’s Stern Business School.
Eric Sherbet, Executive Vice President, General Counsel and Secretary
Mr. Sherbet has served as our Executive Vice President, General Counsel and Secretary since March 2018. Prior to joining the Company, he served as General Counsel and Secretary at Patheon N.V. from November 2014 until November 2017. Prior to joining Patheon, he was General Counsel and Corporate Secretary at InVentiv Health from April 2011 until October 2014. He also previously served as Vice President, Deputy General Counsel and Corporate Secretary at Foster Wheeler AG and before that, as Vice President, Corporate and Securities Law and Secretary with Avaya, Inc. Mr. Sherbet earned his law degree from New York University School of Law and received his bachelor’s degree in commerce/accounting from University of Virginia.
Item 11. Executive Compensation
Compensation
The information required by this Item is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Leadership Development and Compensation Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the Company's 2024 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, is set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2024 Proxy Statement, which information is incorporated herein by reference.
118
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2023:
Equity Compensation Plan Information
Plan Category Number of Securities
to be issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a) (c)
Equity compensation plans approved by security holders 6,002,004 (1)
$ 141.22 (3) 8,454,582 (4)
Equity compensation plans not approved by security holders 26,727 (2)
— —
Total 6,028,731 $ 141.22 (3) 8,454,582
(1) Consists of: (i) 4,037,681 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs; (ii) 882,950 shares of common stock issuable in settlement of outstanding restricted stock units awarded; (iii) 746,070 shares of common stock issuable in settlement of outstanding performance units awarded; (iv) 329,397 shares of common stock reserved for issuance at December 31, 2023 and issuable in settlement of outstanding stock settled long term incentive ("LTI") awards; and (v) 5,906 shares of deferred common stock outstanding under the Director Deferral Plan.
(2) Consists of outstanding awards issued to certain executives with supplemental pension benefits in accordance with their individual employment arrangements under the IMS Health DCERP.
(3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, performance units, stock settled LTI awards, deferred stock or IMS Health DCERP awards, all of which do not have an exercise price. If restricted stock units, performance units and other awards that constitute “rights” were included in this calculation, treating such awards as having an exercise price of $0, the weighted average exercise price of outstanding options, warrants and rights would be $95.00.
(4) Consists of all securities remaining available under our equity compensation plans. All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity awards authorized by the plans. Does not include 2,251,704 shares that would have remained available under our Employee Stock Purchase Plan had it not been discontinued as of December 31, 2016.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is set forth under the headings “Corporate Governance,” and “Certain Relationships and Related Party Transactions” in the 2024 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is set forth under the headings “Audit—Fees Paid to Independent Registered Public Accounting Firm” in the 2024 Proxy Statement and is incorporated herein by reference.
119
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
The following consolidated financial statements of IQVIA Holdings Inc. and its subsidiaries, and the independent registered public accounting firm’s report thereon, are included in Part II, Item 8 of this Annual Report:
Page
Management’s Report on Internal Control over Financial Reporting
68
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 )
68
Consolidated Statements of Income
71
Consolidated Statements of Comprehensive Income
72
Consolidated Balance Sheets
73
Consolidated Statements of Cash Flows
74
Consolidated Statements of Stockholders’ Equity
75
Notes to Consolidated Financial Statements
76
(2) Financial Statement Schedules for the Years Ended December 31, 2023, 2022 and 2021
Schedule I—Condensed Financial Information of Registrant (Parent Company Only)
126
Schedule II—Valuation and Qualifying Accounts
130
All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
(3) Exhibits
The exhibits in the accompanying Exhibit Index preceding the signature page are filed or furnished as a part of this report and are incorporated herein by reference. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of IQVIA Holdings Inc. and its subsidiaries on a consolidated basis.
120
EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Filed Herewith Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective April 18, 2023.
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
X
4.2 Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee.
8-K 001-35907 4.1 October 3, 2016
4.3 Indenture, dated September 14, 2017, among Quintiles IMS Incorporated, as Issuer, U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors.
8-K 001-35907 4.1 September 19, 2017
4.4 Indenture, dated May 10, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.
8-K 001-35907 4.1 May 10, 2019
4.5 Indenture, dated August 13, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.
8-K 001-35907 4.1 August 13, 2019
4.6 Indenture, dated June 24, 2020, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.
8-K 001-35907 4.1 June 24, 2020
4.7 Indenture, dated March 3, 2021, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.
8-K 001-35907 4.1 March 3, 2021
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).
8-K 001-35907 10.1 August 25, 2021
10.2 Amendment No. 1 to Fifth Amended and Restated Credit Agreement, dated June 16, 2022, among IQVIA Inc., IQVIA Holdings Inc., IQVIA RDS Inc. the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, and the Lenders party thereto.
8-K 001-35907 10.1 June 16, 2022
10.3 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
121
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.
IMS
Health S-1/A 333-193159 10.33 March 24, 2014
10.6 U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., as Holdings, IMS Health Incorporated, as Parent Borrower, the other Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent.
IMS
Health S-1/A 333-193159 10.34 March 24, 2014
10.7†
Form of Director Indemnification Agreement.
S-1/A 333-186708 10.13 April 19, 2013
10.8 Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings Inc.
8-K 001-35907 10.8 October 3, 2016
10.9†
Form of Confidentiality and Restrictive Covenants Agreement
X
10.10†
Work Product Assignment Agreement
X
10.11†
Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.
S-1/A 333-186708 10.22 April 19, 2013
10.12†
Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.
10-K 001-35907 10.41 February 16, 2017
10.13†
Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan .
8-K 001-35907 10.7 October 3, 2016
10.14†
IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated.
IMS Health S-1 333-193159 10.10 January 2, 2014
10.15†
First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009.
IMS Health S-1 333-193159 10.12 January 2, 2014
10.16†
Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009.
IMS Health S-1 333-193159 10.13 January 2, 2014
10.17†
Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011.
IMS Health S-1 333-193159 10.14 January 2, 2014
10.18†
Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016).
IMS Health 10-Q 001-36381 10.3 July 28, 2016
10.19†
IMS Health Incorporated Retirement Plan, as amended and restated effective January 1, 2020
X
10.20†
Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan.
8-K 001-35907 10.6 October 3, 2016
10.21†
Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan.
IMS Health 8-K 001-36381 10.1 February 10, 2015
10.22† IQVIA Holdings Inc. 2017 Incentive Stock Award Plan (f/k/a Q uintiles IMS Holdings , Inc. 2017 Incentive and Stock Award Plan ) .
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-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-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-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
122
10.27† IQVIA Savings Equalization Plan, effective January 1, 2018.
X
10.28† IQVIA Elective Deferred Compensation Plan, as amended and restated.
X
10.29† IQVIA Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017 (amended November 9, 2023).
X
10.30† Amended and Restated Employment Agreement between IQVIA Holdings Inc. and Ari Bousbib, dated February 18, 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 001-36381 10.34 February 19, 2016
10.32† Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015.
IMS Health 10-K 001-36381 10.35 February 19, 2016
10.33† Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018 .
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
10.35† Letter Agreement between the Company and W. Richard Staub, effective on September 25 , 2023.
X
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.
X
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.
X
31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1† Restatement Recovery Policy, dated November 9, 2023.
X
101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
104 Cover Page Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
† Indicates management contract or compensatory plan or arrangement.
123
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
IQVIA HOLDINGS INC.
By: /s/ Ronald E. Bruehlman
Name: Ronald E. Bruehlman
Title: Executive Vice President and Chief
Financial Officer
Date: February 15, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
124
Signature Title Date
/s/ Ari Bousbib
Chairman and Chief Executive Officer; Director
February 15, 2024
Ari Bousbib (Principal Executive Officer)
/s/ Ronald E. Bruehlman
Executive Vice President and Chief Financial Officer
February 15, 2024
Ronald E. Bruehlman (Principal Financial Officer)
/s/ Keriann Cherofsky
Senior Vice President, Chief Accounting Officer and Corporate Controller
February 15, 2024
Keriann Cherofsky (Principal Accounting Officer)
/s/ Carol J. Burt
Director
February 15, 2024
Carol J. Burt
/s/ John P. Connaughton
Director
February 15, 2024
John P. Connaughton
/s/ John G. Danhakl
Director
February 15, 2024
John G. Danhakl
/s/ James A. Fasano
Director
February 15, 2024
James A. Fasano
/s/ Colleen A. Goggins
Director
February 15, 2024
Colleen A. Goggins
/s/ John M. Leonard, M.D.
Director
February 15, 2024
John M. Leonard, M.D.
/s/ Leslie Wims Morris
Director
February 15, 2024
Leslie Wims Morris
/s/ Todd B. Sisitsky
Director
February 15, 2024
Todd B. Sisitsky
/s/ Sheila A. Stamps
Director
February 15, 2024
Sheila A. Stamps
125
(2) Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Year Ended December 31,
(in millions) 2023 2022 2021
Equity in earnings of subsidiary, net of tax $ 1,358 $ 1,091 $ 966
Net income 1,358 1,091 966
Equity in other comprehensive (loss) income of subsidiary, net of tax ( 140 ) ( 321 ) ( 191 )
Comprehensive income $ 1,218 $ 770 $ 775
126
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31,
(in millions, except per share data) 2023 2022
ASSETS
Current assets:
Cash and cash equivalents $ 2 $ 2
Total current assets 2 2
Investment in subsidiary 9,667 9,667
Total assets $ 9,669 $ 9,669
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 8 $ —
Total current liabilities 8 —
Investment in subsidiary 3,546 3,902
Payable to subsidiary 3 2
Total liabilities 3,557 3,904
Commitments and contingencies
Stockholders’ equity:
Common stock and additional paid-in capital, 400.0 shares authorized as of December 31, 2023 and 2022, $ 0.01 par value, 257.2 shares issued and 181.5 shares outstanding as of December 31, 2023; 256.4 shares issued and 185.7 shares outstanding as of December 31, 2022
11,028 10,898
Retained earnings 4,692 3,334
Treasury stock, at cost, 75.7 and 70.7 shares as of December 31, 2023 and 2022, respectively
( 8,741 ) ( 7,740 )
Accumulated other comprehensive loss ( 867 ) ( 727 )
Total stockholders’ equity 6,112 5,765
Total liabilities and stockholders’ equity $ 9,669 $ 9,669
127
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in millions) 2023 2022 2021
Operating activities:
Net Income $ 1,358 $ 1,091 $ 966
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of subsidiary ( 1,358 ) ( 1,091 ) ( 966 )
Change in operating assets and liabilities:
Other operating assets and liabilities — 1 ( 1 )
Net cash provided by (used in) operating activities — 1 ( 1 )
Investing activities:
Investment in subsidiary, net of dividends received 1,052 1,238 467
Net cash provided by investing activities 1,052 1,238 467
Financing activities:
Payments related to employee stock option plans ( 61 ) ( 71 ) ( 59 )
Repurchase of common stock ( 992 ) ( 1,168 ) ( 406 )
Intercompany with subsidiary 1 — —
Net cash used in financing activities ( 1,052 ) ( 1,239 ) ( 465 )
Increase in cash and cash equivalents — — 1
Cash and cash equivalents at beginning of period 2 2 1
Cash and cash equivalents at end of period $ 2 $ 2 $ 2
128
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL INFORMATION
The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of IQVIA Holdings Inc.’s (the “Company”) wholly owned subsidiary, IQVIA Incorporated exceed 25 % of the consolidated net assets of the Company. These condensed parent company financial statements are not the general-purpose financial 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.
These condensed parent company financial statements include the accounts of IQVIA Holdings Inc. on a standalone basis (the “Parent”) and the equity method of accounting is used to reflect ownership interest in its subsidiary. Refer to the consolidated financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial statements.
Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in the years ended December 31, 2023, 2022 and 2021:
(in millions) Amount
Paid in November 2023 $ 232
Paid in September 2023 55
Paid in August 2023 89
Paid in May 2023 490
Paid in March 2023 130
Paid in February 2023 56
Total paid in 2023 $ 1,052
Paid in December 2022 $ 25
Paid in November 2022 3
Paid in October 2022 40
Paid in September 2022 110
Paid in August 2022 1
Paid in July 2022 100
Paid in June 2022 188
Paid in May 2022 303
Paid in April 2022 2
Paid in March 2022 125
Paid in February 2022 322
Paid in January 2022 20
Total paid in 2022 $ 1,239
Paid in December 2021 $ 57
Paid in November 2021 89
Paid in October 2021 60
Paid in September 2021 36
Paid in August 2021 35
Paid in July 2021 25
Paid in June 2021 20
Paid in May 2021 23
Paid in April 2021 4
Paid in March 2021 51
Paid in February 2021 70
Total paid in 2021 $ 470
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Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Additions
(in millions) Balance at Beginning of Year Charged to Expenses Charged to Other Accounts(a) Additions (Deductions) (b) Balance at End of Year
December 31, 2023 $ 257 $ ( 99 ) $ — $ 8 $ 166
December 31, 2022 $ 294 $ ( 27 ) $ — $ ( 10 ) $ 257
December 31, 2021 $ 306 $ 1 $ — $ ( 13 ) $ 294
(a) Recorded through purchase accounting transaction.
(b) Impact of reductions recorded to expense and translation adjustments.
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