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Item 15. Exhibits and Financial Statement Schedules

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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 Reporting55
Report of Independent Registered Public Accounting Firm56
Consolidated Statements of Income58
Consolidated Statements of Comprehensive (Loss) Income59
Consolidated Balance Sheets60
Consolidated Statements of Cash Flows61
Consolidated Statements of Stockholders’ Equity (Deficit)62
Notes to Consolidated Financial Statements63

(2) Financial Statement Schedules for the Years Ended December 31, 2019, 2018 and 2017

Schedule I—Condensed Financial Information of Registrant (Parent Company Only)115
Schedule II—Valuation and Qualifying Accounts120

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.

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
2.1*Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto).8-K001-359072.1May 3, 2016
3.1Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective November 6, 2017 (as amended through November 6, 2017).10-K001-359073.1February 16, 2018
3.2Amended and Restated Bylaws of IQVIA Holdings Inc., effective February 11, 2020.X
4.1Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc.S-1/A333-1867084.1April 26, 2013
4.5Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee.8-K001-359074.1October 3, 2016
4.8Indenture, dated February 28, 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.8-K001-359074.1February 28, 2017
4.9Indenture, 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.8-K001-359074.1September 19, 2017
4.10Indenture, 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. .8-K001-359074.1May 10, 2019
4.11Indenture, 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.8-K001-359074.1August 13, 2019
10.1Fourth Amended and Restated Credit Agreement, dated as of October 3, 2016, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto and the Lenders party thereto (Annex B to Exhibit 10.9 filed October 3, 2016).8-K001-3590710.9October 3, 2016
10.2Amendment No. 1, dated March 7, 2017, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental Term B-1 Euro Lenders party thereto and the other Lenders party thereto.8-K001-3590710.1March 8, 2017
10.3Amendment No. 2, dated September 18, 2017, to Fourth Amended and Restated Credit Agreement, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental Term B-2 Dollar Lenders party thereto and the other Lenders party thereto.8-K001-3590710.1September 19, 2017
10.4Amendment No. 3, dated April 6, 2018, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, by and among IQVIA Inc., IQVIA Holdings Inc., the other Borrowers party thereto, the other Guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the Incremental Revolving Credit Lenders party thereto.10-Q001-3590710.1May 4, 2018
10.5Amendment No. 4, dated June 11, 2018, to Fourth Amended and Restated Credit Agreement, dated October 3, 2016, among IQVIA Inc., IQVIA Holdings Inc., IQVIA AG, IQVIA Solutions Japan K.K., the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, the Lenders party thereto, the Incremental Term B-3 Dollar Lenders party thereto and the Incremental Term B-2 Euro Lenders party thereto.8-K001-3590710.1June 12, 2018
10.6Amendment No. 5 to Fourth Amended and Restated Credit Agreement, dated August 9, 2019, among IQVIA Inc., IQVIA Holdings Inc., the other guarantors party thereto, Bank of America, N.A. as administrative agent and collateral agent, the Term B-1 Euro Lenders, the Term B-2 Euro Lenders and Goldman Sachs Bank USA, as Replacement Lender.8-K001-3590710.1August 13, 2019
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
10.7Amendment No. 6 to Fourth Amended and Restated Credit Agreement, dated December 18, 2019, among IQVIA Inc., IQVIA Holdings Inc., the other guarantors party thereto, Bank of America, N.A. as administrative agent and collateral agent, the Term B-2 Dollar Lenders and Bank of America N.A., as Replacement Lender.8-K001-3590710.1December 18, 2019
10.8Amended 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/A333-19315910.33March 24, 2014
10.9U.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/A333-19315910.34March 24, 2014
10.10Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc. and the stockholders identified therein.8-K001-3590710.4May 3, 2016
10.11†Form of Director Indemnification Agreement.S-1/A333-18670810.13April 19, 2013
10.12Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings Inc.8-K001-3590710.8October 3, 2016
10.13†Description of Non-Employee Director Compensation, effective as of January 1, 2017.10-K001-3590710.27February 16, 2017
10.14†Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement.8-K001-3590710.2October 19, 2015
10.15†Quintiles Transnational Holdings Inc. Annual Management Incentive Plan.S-1/A333-18670810.57April 19, 2013
10.16†Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.17February 15, 2013
10.17†Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.18February 15, 2013
10.18†Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.19February 15, 2013
10.19†Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.22April 19, 2013
10.20†Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.23April 19, 2013
10.21†Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.10-Q001-3590710.2May 1, 2014
10.22†Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.24April 19, 2013
10.23†Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.56April 19, 2013
10.24†Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.10-K001-3590710.41February 16, 2017
10.25†Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan prior to February 2015.8-K001-3590710.1November 26, 2013
10.26†Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan effective February 2015.10-K001-3590710.34February 12, 2015
10.27†Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.10-K001-3590710.35February 12, 2015
10.28†Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.10-K001-3590710.45February 16, 2017
10.29†Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.10-Q001-3590710.3November 3, 2016
10.30†Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.10-K001-3590710.47February 16, 2017
10.31†Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan.8-K001-3590710.7October 3, 2016
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
10.32†IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated.IMS Health S-1333-19315910.10January 2, 2014
10.33†First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009.IMS Health S-1333-19315910.12January 2, 2014
10.34†Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009.IMS Health S-1333-19315910.13January 2, 2014
10.35†Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011.IMS Health S-1333-19315910.14January 2, 2014
10.36†Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016).IMS Health 10-Q001-3638110.3July 28, 2016
10.37†Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan.8-K001-3590710.5October 3, 2016
10.38†Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated.IMS Health S-1/A333-19315910.16February 13, 2014
10.39†Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.17January 2, 2014
10.40†Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.18January 2, 2014
10.41†Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.19January 2, 2014
10.42†Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.20January 2, 2014
10.43†Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.21January 2, 2014
10.44†Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan.IMS Health S-1333-19315910.22January 2, 2014
10.45†IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011.IMS Health S-1333-19315910.15January 2, 2014
10.46†Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan.8-K001-3590710.6October 3, 2016
10.47†Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan.IMS Health 8-K001-3638110.1February 10, 2015
10.48†Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan.IMS Health 8-K001-3638110.2February 10, 2015
10.49†2014 IMS Health Annual Incentive Plan.IMS Health S-1/A333-19315910.30March 10, 2014
10.50†Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan.DEF 14A001-35907Appendix BFebruary 22, 2017
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
10.51†Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.10-Q001-3590710.8May 8, 2017
10.52†Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.10-Q001-3590710.9May 8, 2017
10.53†Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.10-Q001-3590710.10May 8, 2017
10.54†Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017.10-K001-3590710.69February 16, 2017
10.55†Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016.10-K001-3590710.76February 16, 2017
10.56†Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated.10-Q001-3590710.1October 28, 2015
10.57†Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017.10-K001-3590710.78February 16, 2017
10.58†Amended and Restated Employment Agreement between IQVIA Holdings Inc. and Ari Bousbib, dated February 18, 2019.10-K001-3590710.60February 19, 2019
10.59†Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010.IMS Health S-1/A333-19315910.23February 13, 2014
10.60†Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010.IMS Health S-1/A333-19315910.24February 13, 2014
10.61†Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015.IMS Health 10-K001-3638110.34February 19, 2016
10.62†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-K001-3638110.35February 19, 2016
10.63†Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015.IMS Health 10-K001-3638110.36February 19, 2016
10.64†Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp.8-K001-3590710.3October 19, 2015
10.65†Letter agreement between the Company and Michael R. McDonnell effective on October 3, 2016.8-K001-3590710.1October 3, 2016
10.66†Letter Agreement between the Company and W. Richard Staub, III, effective on December 1, 2016.10-K001-3590710.104February 16, 2017
10.67†Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018.10-K001-3590710.72February 19, 2019
21.1List of Subsidiaries of IQVIA Holdings Inc.X
23.1Consent of PricewaterhouseCoopers LLP.X
31.1Certification 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
31.2Certification 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
32.1Certification 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
32.2Certification 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
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
101Interactive 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
104Cover 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.
*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.

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