What changed in this filing

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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-15 · 40 added, 34 removed, 390 unchanged (16% of the section changed)

16 unchanged sentences

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 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) entitled “Proposal No.

Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate Governance—Leadership Structure—Committees of the Board.”

Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance”, “Corporate Governance—Leadership Structure—Committees of the Board”, "Compensation Discussion and Analysis—Rigorous Accountability, Risk-Mitigation and Recovery Provisions—Insider Trading Policies and Procedures” and “Other Relevant Information—Delinquent Section 16(a) Reports.”

The current executive officers of the Company are as follows:

3 unchanged sentences

Richard Staub, III 62 President, Research & Development Solutions

Knightly 63 President, Corporate Strategy and Enterprise Networks

Bhavik Patel 45 President, Commercial Solutions

Eric Sherbet 60 Executive Vice President, General Counsel and Secretary

23 unchanged sentences

Bruehlman was Vice President, Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC.

Bruehlman currently serves on the board of directors of GoodRx Holdings, Inc.

Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd.

16 unchanged sentences

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

Knightly has served as President, Corporate Strategy and Enterprise Networks since July 2022.

Knightly previously served as the Company's President, Technology & Commercial Solutions from October 2016 to June 2022.

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.

Bhavik Patel, President, Commercial Solutions

Patel has served as President, Commercial Solutions since July 2022.

Patel previously served as Senior Vice President, Global Market Insights and MedTech from September 2018 to July 2022.

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.

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.

Patel held roles of increasing responsibility within IQVIA’s Global Market Insights business.

Prior to joining IQVIA in 2005, Mr.

Patel began his career in the healthcare industry at Schwarz Pharma in 2003, where he was responsible for sales to healthcare professionals.

Eric Sherbet, Executive Vice President, General Counsel and Secretary

63 unchanged sentences

4.1 Description of the Company's Securities .

10-K 001-35907 4.1 February 15, 2024

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

17 unchanged sentences

8-K 001-35907 4.1 March 3, 2021

4.8 Indenture, dated May 23, 2023, among IQVIA Inc., as Issuer, U.S.

Bank Trust Company, National Association, as Trustee of the 6.500% Senior Notes due 2030 and certain subsidiaries of the Issuer as guarantors.

8-K 001-35907 4.2 May 23, 2023

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

1 unchanged sentence

S-4 001-35907 4.8 January 5, 2024

4.10 Supplemental Indenture, dated as of June 27, 2024, among the subsidiary guarantors named on the signature pages thereto and U.S.

Bank Trust Company, National Association, as trustee of the 5.700% Senior Secured Notes due 2028.

10-Q 001-35907 4.1 July 22, 2024

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

1 unchanged sentence

S-4 001-35907 4.9 January 5, 2024

4.12 Supplemental Indenture, dated as of June 27, 2024, among the subsidiary guarantors named on the signature pages thereto and U.S.

Bank Trust Company, National Association, as trustee of the 6.250% Senior Secured Notes due 2029.

10-Q 001-35907 4.2 July 22, 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).

11 unchanged sentences

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 .

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

8-K 001-35907 10.1 November 23, 2023

8 unchanged sentences

Form of Confidentiality and Restrictive Covenants Agreement .

10-K 001-35907 10.9 February 15, 2024

Work Product Assignment Agreement .

10-K 001-35907 10.10 February 15, 2024

Quintiles Transnational Holdings Inc.

18 unchanged sentences

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

10-K 001-35907 10.19 February 15, 2024

Quintiles IMS Holdings, Inc.

4 unchanged sentences

10.22† IQVIA Holdings Inc.

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

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

2017 Incentive and Stock Award Plan).

13 unchanged sentences

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

10-K 001-35907 10.27 February 15, 2024

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

10-K 001-35907 10.28 February 15, 2024

10.29† IQVIA Holdings Inc.

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

10-K 001-35907 10.29 February 15, 2024

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

14 unchanged sentences

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

10-K 001-35907 10.35 February 15, 2024

10.36 Employment Agreement between IQVIA AG and Bhavik Patel, effective as of August 7, 2018, as amended on August 9, 2022 and August 1, 2023.

19.1 Securities Trading Policy .

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.

6 unchanged sentences

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

10-K 001-35907 97.1 February 15, 2024

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

89 unchanged sentences

Other operating assets and liabilities ( 11 ) — 1

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

Net cash from operating activities ( 11 ) — 1

Investing activities:

Investment in subsidiary, net of dividends received 1,423 1,052 1,238

Net cash provided by investing activities 1,052 1,238 467

Net cash from investing activities 1,423 1,052 1,238

Financing activities:

Payments related to employee stock option plans ( 61 ) ( 71 ) ( 59 )

Payments related to employee stock incentive plans, net ( 64 ) ( 61 ) ( 71 )

Repurchase of common stock ( 1,350 ) ( 992 ) ( 1,168 )

Intercompany with subsidiary — 1 —

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

Increase in cash and cash equivalents — — 1

Net cash from financing activities ( 1,414 ) ( 1,052 ) ( 1,239 )

Change in cash and cash equivalents ( 2 ) — —

Cash and cash equivalents at beginning of period 2 2 2

11 unchanged sentences

(in millions) Amount

Paid in December 2024 $ 200

Paid in November 2024 952

Paid in October 2024 11

Paid in September 2024 201

Paid in August 2024 1

Paid in May 2023 490

Paid in March 2023 130

Paid in February 2024 58

Total paid in 2024 $ 1,423

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

6 unchanged sentences

(a) Recorded through purchase accounting transaction.

(b) Impact of reductions recorded to expense and translation adjustments.

(b) Impact of additions or reductions recorded to expense and translation adjustments.

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