IQVIA Holdings (IQV) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A38 rewritten4 added18 removed588 unchanged
All filing items1,108 rewritten330 added224 removed2,172 unchanged
Summary
counted, not written
- Item 1A lists 55 risk factor headings: 0 new, 1 reworded and 54 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 330 added, 224 removed, 1,108 rewritten and 2,172 unchanged across 16 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2021.
Removed Item 1A headings (1)
- We may be adversely affected by changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, for our variable rate loans, derivative contracts and other financial assets and liabilities.
Reworded Item 1A headings (1)
- Our business and operations
[removed: has][added: have] been and may in the future be adversely affected by the novel coronavirus (COVID-19) pandemic.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
38 rewritten, 4 added, 18 removed, 588 unchanged
[removed: *Intellectual Property*][added: Intellectual Property]
[removed: *IT] [added: IT] systems and [removed: Information*][added: Information]
[removed: *Client Risks*][added: Client Risks]
[removed: *Market Forces*][added: Market Forces]
[removed: *Liability Exposure*][added: Liability Exposure]
Our business and operations [removed: has] [added: have] been and may in the future be adversely affected by the novel coronavirus (COVID-19) pandemic.
Some of our vendors have significant responsibility for the security of certain of our data centers and computer-based platforms or software-as-a-service [removed: (SaaS)] [added: ("SaaS")] applications upon which our businesses rely to host or process data or to perform various functions.
We also continue to invest significantly in growth opportunities in emerging markets, such as the development, launch and enhancement of services in China, India, [removed: Russia,] Turkey, and other countries.
These incidents and claims could harm our business, reduce [removed: revenue,] [added: revenues,] increase expenses and harm our reputation.
Once work begins on a project, [removed: revenue is] [added: revenues are] recognized over the duration of the project.
To the extent projects are delayed, the timing of our [removed: revenue] [added: revenues] could be affected.
Typically, however, we have no contractual right to the full amount of the [removed: revenue] [added: revenues] reflected in our backlog in the event of a contract cancellation.
Our backlog may not be indicative of our future revenues from our Research & Development Solutions business, and we may not realize all the anticipated future [removed: revenue] [added: revenues] reflected in our backlog.
The extent to which contracts in backlog will result in [removed: revenue] [added: revenues] depends on many factors, including but not limited to delivery against projected schedules, the need for scope changes (change orders), contract cancellations and the nature, duration, size, complexity and phase of the contracts, each of which factors can vary significantly from [removed: time] [added: project] to [removed: time.][added: project.]
The rate at which our backlog converts to [removed: revenue] [added: revenues] may vary over time for a variety of reasons.
Additionally, the [removed: increased] [added: increasing] complexity of the drug development pipeline and the need to enroll precise patient populations could extend the length of clinical trials causing [removed: revenue] [added: revenues] to be recognized over a longer period of time.
Further, delayed projects will remain in backlog, unless otherwise canceled by the client, and will not generate [removed: revenue] [added: revenues] at the rate originally expected.
When companies consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of [removed: revenue.][added: revenues.]
There can be no assurance as to the degree to which we may be able to address the [removed: revenue] [added: revenues] impact of such consolidation.
Although we did not have any client that represented 10% or more of our revenues in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we derive the majority of our revenues from a number of large clients.
- required compliance with a variety of local laws and regulations which may be materially different than those to which we are subject in the United States or which may change unexpectedly; for example, conducting a single clinical trial across multiple countries is complex, and issues in one country, such as a failure to comply with local regulations or restrictions, may affect the progress of the clinical trial in the other countries, for example, by limiting the amount of data necessary for a clinical trial to proceed, resulting in delays or potential cancellation of contracts, which in turn may result in loss of [removed: revenue;][added: revenues;]
- local, economic, political and social conditions, including [added: sustained increases in inflation rates and/or] potential hyperinflationary conditions, political instability, and potential nationalization, repatriation, expropriation, price controls or other restrictive government actions, including changes in political and economic conditions may lead to changes in the business environment in which we operate, as well as changes in foreign currency exchange rates;
- natural disasters, public health emergencies and pandemics such as the COVID-19, including any variants, or international conflict, [removed: including] [added: such as the ongoing conflict between Russia and Ukraine, or] terrorist acts, could interrupt our services, endanger our personnel, lower patient visits and increase patient drop-out rates, cause delays in recruitment of new patients, decrease the productivity of our clinical research associates, cause other project delays or loss of clinical trial materials or results.
- Foreign Currency Translation Risk. The [removed: revenue] [added: revenues] and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes.
We earn [removed: revenue] [added: revenues] from our service contracts over a period of several months and, in some cases, over several years.
We derive a portion of our [removed: revenue] [added: revenues] from sales to government entities [removed: in] [added: around] the [removed: United States.][added: world.]
In general, our contracts with [removed: United States] government entities are terminable at will by the government entity at any time.
Government contracts are [added: typically] subject to oversight, including special rules on accounting, expenses, reviews and security.
Failure to comply with these rules could result in civil and criminal penalties and sanctions, including termination of contracts, fines and suspensions, or debarment from future business with the [removed: United States] [added: relevant] government.
[removed: This increase] [added: Increases] in [added: inflation,] competition and [removed: shortage] [added: shortages] of qualified personnel in certain specialty areas may make it more difficult to hire and retain our key employees and could result in substantial increased costs, such as increased wage rates to attract and retain employees.
As the regulations and guidance evolve with respect to [removed: the Tax Act,] [added: current and newly enacted tax law,] our results may differ from previous estimates and may materially affect our consolidated financial statements.
All of these items described above may cause fluctuations in our effective income tax rate through increased [removed: U.S.] [added: income] tax liability and/or the loss of tax attributes in any given year that could adversely affect our results of operations and impact our earnings and earnings per share.
In addition, we may be unable to identify suitable acquisition [removed: opportunities or] [added: opportunities,] obtain any necessary financing on commercially acceptable [removed: terms.][added: terms or receive regulatory approvals to move forward with the transaction as contemplated in a timely manner or at all.]
The vast majority of our [removed: revenue is] [added: revenues are] generated from sales to the biopharmaceutical and healthcare industries.
If we are unable to compete successfully, we may lose clients or be unable to attract new clients, which could lead to a decrease in our [removed: revenue] [added: revenues] and financial condition.
- the approval of holders of [removed: at least seventy-five percent (75%)] [added: a majority] of the outstanding shares of IQVIA entitled to vote on any amendment, alteration, change, addition or repeal of the Delaware bylaws is required to amend, alter, change, add to or repeal the Delaware bylaws;
- the required approval of holders of [removed: at least seventy-five percent (75%)] [added: a majority] of the outstanding shares of IQVIA to remove directors, which removal may only be for cause; and
[removed: Although we have previously declared dividends to our stockholders prior to our initial public offering in May 2013, we] [added: We] do not currently anticipate paying any regular cash dividends on our common stock.
Any of the foregoing could have a material and adverse effect on our business, operating results and financial condition.
In 2022, financial regulators in various jurisdictions, including where we have variable-rate indebtedness outstanding, increased interest rates on multiple occasions and in amounts greater than we have seen in recent years, and signaled that additional interest rate increases may occur in 2023 and beyond in an effort to lower inflation.
Because we have variable rate debt, increases in interest rates will lead to increases in our borrowing costs and may adversely affect our results of operations and financial condition.
- the division of the board of directors into three classes (subject to gradual declassification beginning at the 2023 annual meeting of stockholders, such that our board of directors will be fully declassified and each director will be elected to a one-year term beginning at the 2025 annual meeting of stockholders);
- We may be adversely affected by changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate.
In addition, we have directed a substantial portion of our workforce to work from home while the outbreak persists in order to help minimize the risk of COVID-19 to our employees.
Having a significant portion of our workforce working from home has caused an increased risk of loss of productivity, greater cybersecurity risk, and increased risk to our system of internal controls over financial reporting.
To the extent global conditions improve, the duration and sustainability of any such improvements will be uncertain and continuing adverse impacts and/or the degree of improvement may vary by geography.
The actions we take in response to any improvements in conditions, such as our return-to-office plans, may also vary by geography and by business and will likely be made with incomplete information.
There is a risk that such actions may prove to be premature, incorrect or insufficient and could have a material and adverse impact on our business and results of operations.
Further, the effects of the pandemic may also increase our cost of capital or make additional capital more difficult or available only on terms less favorable to us.
In addition, our effective income tax rate is influenced by U.S. tax law which has been substantially modified by the Tax Cuts and Jobs Act enacted in 2017 (“Tax Act”).
Because we have variable rate debt, fluctuations in interest rates affect our business.
We may be adversely affected by changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, for our variable rate loans, derivative contracts and other financial assets and liabilities.
The interest rates under our credit facilities and related interest rate swaps may be impacted by the discontinuation of LIBOR for various currencies.
LIBOR is used as a reference rate to calculate interest rates under our credit facilities.
In 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR.
In March 2021, the ICE Benchmark Administration announced that it would cease to publish LIBOR for U.S. Dollar borrowings after June 30, 2023.
The Alternative Reference Rates Committee convened by the Board of Governors of the Federal Reserve System has recommended the use of the Secured Overnight Funding Rate (“SOFR”) as a replacement benchmark index for borrowings of U.S. Dollars.
Our credit facilities will need to be amended to give effect to SOFR as the benchmark rate with respect to our U.S. Dollar-denominated term B loans.
Market terms are still developing for loans and other products linked to SOFR, EURIBOR and other benchmark replacements and there can be no assurance that rates linked to SOFR, EURIBOR and other benchmark replacements or related administrative terms will be as favorable to us as those rates and terms under our existing credit facilities, derivatives and other contracts.
- the division of the board of directors into three classes and the election of each class for three-year terms;
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
144 rewritten, 116 added, 50 removed, 144 unchanged
IQVIA is a leading global provider of advanced analytics, technology [removed: solutions,] [added: solutions] and clinical research services to the life sciences industry.
With approximately [removed: 79,000] [added: 86,000] employees, we conduct operations in more than 100 countries.
We are managed through three reportable [removed: segments,] [added: segments:] Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions.
Technology & Analytics Solutions provides [added: mission] critical information, technology solutions and real world insights and services to our life science clients.
Research & Development Solutions, which primarily serves biopharmaceutical clients, [removed: is engaged in research and development and] provides [added: outsourced] clinical research and clinical trial services.
Contract Sales & Medical Solutions provides [added: health care provider (including] contract [removed: sales] [added: sales) and patient engagement services] to both biopharmaceutical clients and the broader healthcare market.
As of December 31, [removed: 2021,] [added: 2022,] cash and cash equivalents were [removed: $1,366] [added: $1,216] million and the Company had [removed: $100] [added: $425] million drawn under its $1.5 billion revolving credit facility.
As of December 31, [removed: 2021,] [added: 2022,] the Company was in compliance with the financial covenants under its debt agreements in all material respects and does not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
We have completed and will continue to consider strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
Our costs and expenses are comprised primarily of our [removed: costs] [added: cost] of [removed: revenue,] [added: revenues including] reimbursed expenses and selling, general and administrative expenses.
[removed: Costs] [added: Cost] of [removed: revenue include] [added: revenues includes] compensation and benefits for billable employees and personnel involved in production, trial monitoring, data management and delivery, and the costs of acquiring and processing data for our information offerings; costs of staff directly involved with delivering technology-related services offerings and engagements, related accommodations and the costs of data purchased specifically for technology services engagements; and other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses.
[removed: As noted above, reimbursed expenses] [added: Reimbursed expenses, which] are [added: included in cost of revenues, are] comprised principally of payments to investigators who oversee clinical trials and travel expenses for our clinical monitors and sales representatives.
Selling, general and administrative expenses include costs related to sales, [removed: marketing,] [added: marketing] and administrative functions (including human resources, legal, finance, quality assurance, compliance and general management) for compensation and benefits, travel, professional services, training and expenses for information [removed: technology, facilities and depreciation] [added: technology] and [removed: amortization.][added: facilities.]
In [removed: 2021,] [added: 2022,] approximately [removed: 35%] [added: 30%] of our revenues were denominated in currencies other than the United States dollar, which represents approximately 60 currencies.
The [removed: revenue] [added: revenues] and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes.
This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period [removed: results][added: results.]
For information regarding our results of operations for [added: our] Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical [removed: Solutions,] [added: Solutions segments,] refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] refer to our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] filed on February [removed: 12, 2021.][added: 16, 2022.]
| | | | [added: | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | Change | | | | | | | | | | | | | | | | | | | | |
| | | | | | | [removed: 2021] [added: | | | 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in millions) | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | | [added: 2020] | | | [added: | | |] $ | | | | | | % | | | | | | $ | | | | | | % | | |
| Revenues | | | [added: | | |] $ | [removed: 13,874] [added: 14,410] | | | | | $ | [removed: 11,359] [added: 13,874] | | | | | $ | [removed: 11,088] [added: 11,359] | | | | | $ | [removed: 2,515] [added: 536] | | | | | [removed: 22.1] [added: 3.9] | | % | | | | $ | [removed: 271] [added: 2,515] | | | | | [removed: 2.4] [added: 22.1] | | % |
[removed: *2021] [added: *2022] compared to [removed: 2020*][added: 2021*]
This increase was comprised of constant currency revenue growth of approximately [removed: $2,398] [added: $1,084] million, or [removed: 21.1%,] [added: 7.8%,] reflecting a [removed: $604] [added: $483] million increase in Technology & Analytics Solutions, a [removed: $1,752] [added: $580] million increase in Research & Development Solutions, and a [removed: $42] [added: $21] million increase in Contract Sales & Medical Solutions.
[removed: Costs] [added: Cost] of [removed: Revenue,] [added: Revenues,] exclusive of Depreciation and Amortization
| | | | [added: | | |] Year Ended December 31, | | | | | | | | | | | | | | |
| (dollars in millions) | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | | [added: 2020 | | |]
| [removed: Costs] [added: Cost] of [removed: revenue,] [added: revenues,] exclusive of depreciation and amortization | | | [added: | | |] $ | [removed: 9,233] [added: 9,382] | | | | | $ | [removed: 7,500] [added: 9,233] | | | | | $ | [removed: 7,300] [added: 7,500] | |
| % of revenues | | | [removed: 66.5] | | [added: | 65.1 | |] % | | | | [removed: 66.0] [added: 66.5] | | % | | | | [removed: 65.8] [added: 66.0] | | % |
When compared to [removed: 2020, costs] [added: 2021, cost] of [removed: revenue,] [added: revenues,] exclusive of depreciation and [removed: amortization, in 2021] [added: amortization] increased [removed: $1,733 million,] [added: $149 million in 2022,] or [removed: 23.1%.][added: 1.6%.]
This increase included a constant currency increase of approximately [removed: $1,606] [added: $674] million, or [removed: 21.4%,] [added: 7.3%,] comprised of a [removed: $314] [added: $228] million increase in Technology & Analytics Solutions, a [removed: $1,267] [added: $408] million increase in Research & Development Solutions, and a [removed: $25] [added: $38] million increase in Contract Sales & Medical Solutions.
As a percent of revenues, [removed: costs] [added: cost] of [removed: revenue,] [added: revenues,] exclusive of depreciation and amortization in [removed: 2021 increased] [added: 2022 decreased] compared to [removed: 2020.][added: 2021.]
| Selling, general and administrative expenses | | | [added: | | |] $ | [removed: 1,964] [added: 2,071] | | | | | $ | [removed: 1,789] [added: 1,964] | | | | | $ | [removed: 1,734] [added: 1,789] | |
| % of revenues | | | [removed: 14.2] | | [added: | 14.4 | |] % | | | | [removed: 15.7] [added: 14.2] | | % | | | | [removed: 15.6] [added: 15.7] | | % |
The [removed: $175] [added: $107] million increase in selling, general and administrative expenses in [removed: 2021] [added: 2022] as compared to [removed: 2020] [added: 2021] included a constant currency increase of approximately [removed: $151] [added: $211] million, or [removed: 8.4%,] [added: 10.7%,] comprised of a [removed: $42] [added: $107] million increase in Technology & Analytics Solutions, a [removed: $32] [added: $81] million increase in Research & Development Solutions, a [removed: $(1)] [added: $8] million [removed: decrease] [added: increase] in Contract Sales & Medical Solutions, and a [removed: $78] [added: $15] million increase in general corporate and unallocated expenses.
| Depreciation and amortization | | | [added: | | |] $ | [removed: 1,264] [added: 1,130] | | | | | $ | [removed: 1,287] [added: 1,264] | | | | | $ | [removed: 1,202] [added: 1,287] | |
| % of revenues | | | [removed: 9.1] | | [added: | 7.8 | |] % | | | | [removed: 11.3] [added: 9.1] | | % | | | | [removed: 10.8] [added: 11.3] | | % |
The [removed: $(23)] [added: $134] million decrease in depreciation and amortization in [removed: 2021] [added: 2022] as compared to [removed: 2020] [added: 2021] was primarily due to certain intangible assets from the merger between Quintiles and IMS Health becoming fully amortized in 2021, offset by higher intangible asset balances as a result of acquisitions occurring in [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] increased amortization due to higher capitalized software [removed: balances,] [added: balances] and accelerated amortization related to [removed: intangibles impacted by] the [removed: Company's acquisition] [added: abandonment] of [removed: Quest's non-controlling interest in Q2 Solutions.][added: certain internally developed software assets.]
| (in millions) | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | | [added: 2020 | | |]
| Restructuring costs | | | [added: | | |] $ | [removed: 20] [added: 28] | | | | | $ | [removed: 52] [added: 20] | | | | | $ | [removed: 75] [added: 52] | |
Throughout 2022 we experienced broad, robust demand for all our offerings as demonstrated by our results for the year ended December 31, 2022, and our remaining performance obligations of approximately $29.2 billion as of December 31, 2022.
We produced these results in the face of significant unforeseen challenges presented by the global macro environment including wage inflation and attrition, general inflation, staff shortages affecting investigator sites, along with the slow recovery of patient visits.
As a response to these challenges, we have decided to accelerate targeted productivity initiatives so we can mitigate the impact in 2023.
Overall, the life sciences industry that we serve is a long-cycle business and is well placed to weather uncertainties.
The COVID-19 pandemic continued to impact operations in 2022.
While we expanded our decentralized clinical trials capabilities and other more remote and technology-based offerings throughout 2022, due to the progression of the world’s overall response to the pandemic and specifically work related to clinical development of COVID-19 vaccines, we experienced a decline in revenues in 2022 from COVID-19 related work.
If current trends for the pandemic continue, we expect to see a continued decline in COVID-19 related work in 2023 compared to 2022.
As of December 31, 2022 COVID-19 related work did not represent a material amount of our remaining performance obligations.
Sources of Revenues
We also incur costs and expenses associated with depreciation and amortization.
As such, the differences noted below between reported results of operations and constant currency information is wholly attributable to the effects of foreign currency rate fluctuations.
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In 2022, our revenues increased $536 million, or 3.9%, as compared to 2021.
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*2022 compared to 2021*
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| (dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
*2022 compared to 2021*
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| (dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
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| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |
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The increase is primarily a result of higher deposit rates.
Interest expense during 2022 was higher than 2021 due primarily to higher base rate interest costs across the floating rate debt portfolio as well as from an increase in our net debt.
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| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |
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| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |
We are a global leader in protecting individual patient privacy.
We use a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes.
Our insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures.
Overview of the Impact of COVID-19
During 2020, the COVID-19 pandemic disrupted the pace of our clinical trials and offerings that rely on face-to-face interactions, but, at the same time, it accelerated change in the industry and created demand for new services.
The pandemic resulted in the delay but not cancellation of a number of existing and planned clinical trials, both because many clinical trials were slowed or temporarily paused and because many planned clinical trials did not begin as scheduled as they were crowded out by clinical trials for COVID-19 vaccines and other therapies.
During 2021, we experienced an acceleration in business momentum as these delayed clinical trial activities began or restarted, which contributed to our financial results for the year.
Throughout the past year and into 2022, we have worked on a substantial number of COVID-related projects.
COVID-specific work currently does not represent a material amount of our backlog and is executed over shorter timelines than other therapeutic work, though we do anticipate that this work will continue through 2022 and potentially into 2023 and beyond.
There will be a need for vaccines for multiple manufacturers to meet global demand, new vaccines for emerging variants of the virus, alternative vaccines needed as a result of adverse safety events, quality issues, or manufacturing delays, novel treatment programs that are targeted at specific populations and conditions, and vaccine safety monitoring studies.
The pandemic has also affected our business strategy in a number of ways.
One of the most significant impacts on our Research & Development Solutions business, has been the acceleration of decentralized clinical trials.
Decentralized clinical trials combine the use of remote technologies and field-based services to enable portions of a clinical trial to be conducted away from an investigator site.
This approach reduces the burden on patients of having to travel to and from investigator sites frequently and allows trials to continue to be conducted even during periods of limited access to investigator sites.
While the decentralized clinical trial opportunity was identified before COVID-19, we saw how critical those capabilities were during the pandemic and accelerated their development accordingly.
We invested in the use of remote technologies, expanded our relationships with local laboratories and healthcare providers, and established a virtual network of investigators and care professionals.
We also took the opportunity presented by the pandemic to completely rethink and revolutionize our workplace and in 2021 we implemented the IQVIA Future of Work program.
This program was designed to address employee feedback for more flexibility, and it will facilitate approximately 80% of our employees working in flexible arrangements, reducing our physical footprint and the employee commute impact on the environment.
To facilitate this transition, we made investments in real estate to reconfigure our office space to install the most efficient work arrangements and in technology to support our employees and ensure that we can innovate, collaborate and grow successfully.
Sources of Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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In 2021, our revenues increased $2,515 million, or 22.1%, as compared to 2020.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Interest expense during 2021 was lower than 2020 due to lower interest rates attributed to lower LIBOR rates, the refinancing of our existing term A loans and the redemption of our 3.250% senior notes due 2025, which was offset by the interest expense on the issuance of our 1.750% senior notes due 2026 and 2.250% senior notes due 2029.
During 2020, we recognized loss on extinguishment of debt of $13 million for fees and expenses incurred related to the refinancing of our 3.500% senior notes due 2024 as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
In 2020, the U.S. Treasury Department issued final regulations regarding FDII and GILTI.
We have determined we will elect the GILTI high tax exception as allowed by the final regulations and have amended our 2018 U.S. Federal consolidated income tax returns and plan to amend our 2019 US Federal consolidated income tax returns resulting in a favorable impact of $26 million, which we recorded in 2020.
In 2019 the U.S. Treasury Department issued final regulations on the transition tax and proposed regulations on FDII, which was introduced by the Tax Act enacted by the U.S. government on December 22, 2017.
The Tax Act is comprehensive legislation that includes provisions that lower the federal corporate income tax rate from 35% to 21% beginning in 2018 and imposes a one-time transition tax on undistributed foreign earnings.
The final regulations related to the transition tax did not have a material impact.
As a result of the proposed FDII guidance, which was subsequently finalized in 2020, we reversed the tax benefit originally recorded in 2018 by recording a tax expense of $25 million for this impact in 2019.
Equity in earnings (losses) of unconsolidated affiliates remained relatively consistent in 2021 compared to 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenues | | | $ | 5,534 | | | | | $ | 4,858 | | | | | $ | 4,486 | | | | | $ | 676 | | | | | 13.9 | | % | | | | $ | 372 | | | | | 8.3 | | % |
| Revenues | | | $ | 7,556 | | | | | $ | 5,760 | | | | | $ | 5,788 | | | | | $ | 1,796 | | | | | 31.2 | | % | | | | $ | (28) | | | | | (0.5) | | % |
This increase was comprised of constant currency revenue growth of approximately $1,752 million, or 30.4%, reflecting revenue growth across all regions.
| Revenues | | | $ | 784 | | | | | $ | 741 | | | | | $ | 814 | | | | | $ | 43 | | | | | 5.8 | | % | | | | $ | (73) | | | | | (9.0) | | % |
An excerpt. Shown here: 40 of 144 rewritten, 40 of 116 added and 40 of 50 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
13 rewritten, 2 added, 0 removed, 26 unchanged
The principal currency hedged in [removed: 2021] [added: 2022] was the British Pound.
The contractual value of our foreign exchange derivative instruments, all of which were foreign exchange forward contracts, was approximately [removed: $110] [added: $122] million as of December 31, [removed: 2021.][added: 2022.]
The potential gain in fair value for foreign exchange forward contracts based on a hypothetical 10% decrease in the value of the United States dollar was [removed: $11] [added: $12] million as of December 31, [removed: 2021.][added: 2022.]
However, the change in the fair value of the foreign exchange forward contracts would likely be offset by a change in the value of the future service contract [removed: revenue] [added: revenues] being hedged caused by the currency exchange rate fluctuation.
Exchange rate fluctuations affect the United States dollar value of foreign currency [removed: revenue] [added: revenues] and expenses and may have a significant effect on our results.
Excluding the impacts from any outstanding or future hedging transactions, a hypothetical 10% change in average exchange rates used to translate all foreign currencies to the United States dollar would have impacted income before income taxes for [removed: 2021] [added: 2022] by approximately [removed: $94] [added: $276] million.
As of December 31, [removed: 2021,] [added: 2022,] these borrowings (net of original issue discount) were [removed: €5,227] [added: €5,211] million [removed: ($5,929] [added: ($5,580] million).
A hypothetical 10% decrease in the value of the United States dollar would lead to a potential loss in fair value of [removed: $593] [added: $558] million.
As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $6.3] [added: $7.1] billion of variable rate indebtedness and interest rate swaps with a notional value of $1.8 billion.
Excluding debt covered by hedges, [added: including the swaps entered into on January 3, 2023,] each quarter-point increase or decrease in the interest rate on our variable rate debt would result in our interest expense changing by approximately [removed: $5.8] [added: $14] million per year.
As of December 31, [removed: 2021,] [added: 2022,] we held investments in marketable equity securities.
As of December 31, [removed: 2021,] [added: 2022,] the fair value of these investments was [removed: $145] [added: $122] million based on the quoted market value of the securities.
The potential loss in fair value resulting from a hypothetical decrease of 10% in quoted market values was approximately [removed: $15] [added: $12] million as of December 31, [removed: 2021.][added: 2022.]
We do not enter into interest rate swaps for investment or speculative purposes.
On January 3, 2023, the Company entered into three interest rate swaps with a combined notional value of $1 billion.
Item 1. Business
72 rewritten, 22 added, 11 removed, 275 unchanged
With approximately [removed: 79,000] [added: 86,000] employees, we conduct operations in more than 100 countries.
Our scaled and growing information set contains approximately [removed: 56] [added: 60] petabytes of proprietary data sourced from approximately 150,000 data suppliers and covering over one million data feeds globally.
Based on this data, we deliver information and insights on over 85% of the world’s pharmaceuticals, as measured by [removed: 2020] [added: 2021] sales.
- A growing set of proprietary clinical and commercial applications, which helps our clients increase their clinical operations performance, supports their regulatory and compliance needs and orchestrates their sales operations, sales management, [removed: multi- channel] [added: multi-channel] marketing and performance management; [removed: and]
- A staff of approximately [removed: 79,000 employees] [added: 86,000 employees] across the [removed: globe,] [added: globe,] including over [removed: 28,000] [added: 29,000] Technology & Analytics Solutions employees, approximately [removed: 42,000] [added: 46,000] Research & Development Solutions employees and approximately [removed: 6,000] [added: 7,000] Contract Sales & Medical Solutions employees.
- [removed: Integration] [added: Integration] of information, analytics, technology, and domain expertise through Connected Intelligence, which enables us to provide our clients with more effective options to address their needs from Research and Development through commercialization as well as truly innovative breakthroughs such as [removed: virtual] [added: decentralized] trials and global real-world evidence [removed: networks.][added: networks; and]
We compete in a market of greater than [removed: $285] [added: $300] billion consisting of outsourced research and development, real-world evidence and connected health and technology enabled clinical and commercial operations markets for life sciences companies and the broader healthcare industry.
- Outsourced research and development: Biopharmaceutical spending on drug development totaled approximately [removed: $150] [added: $160] billion in [removed: 2021.][added: 2022.]
Of that amount, we estimate that our addressable opportunity (clinical development spending excluding preclinical spending) was approximately [removed: $81] [added: $84] billion.
The portion of this addressable opportunity that was outsourced in [removed: 2021,] [added: 2022,] based on our estimates, was approximately [removed: $39 billion;][added: $43 billion.]
- Real-World Evidence and connected health: Total addressable market of approximately [removed: $60] [added: $62] billion based on [removed: 2021] [added: 2022] sales that consists of tightly coupled life sciences and healthcare markets.
First, the life sciences market for Real-World Evidence of approximately [removed: $20] [added: $22] billion includes post-launch evidence generation, market access, and patient engagement services.
Second, the market for connected healthcare of approximately $40 billion includes areas such as revenue cycle management, payer analytics and clinical decision support [removed: services; and][added: services.]
- Technology enabled commercial operations: Total addressable market of approximately [removed: $75] [added: $78] billion based on [removed: 2021] [added: 2022] sales that includes information, data warehousing, IT outsourcing, software applications and other services in the broader market for IT services.
Growth and innovation in the life sciences industry. The life sciences industry is a large and critical part of the global healthcare [removed: system,] [added: system] and, according to the latest information available from the IQVIA Market Prognosis service, is estimated to have generated approximately [removed: $1.42] [added: $1.48] trillion in [removed: revenue] [added: revenues] in [removed: 2021.][added: 2022.]
According to our research, revenue growth in the life sciences industry globally is expected to range from 3% to 6% between [removed: 2022] [added: 2023] and [removed: 2026.][added: 2027.]
According to the IQVIA Institute, it is estimated that spending on pharmaceuticals in emerging markets will expand at a 5% to 8% compound annual growth rate (“CAGR”) through [removed: 2026.][added: 2027.]
The IQVIA Institute also estimates that approximately 300 new molecular entities (“NMEs”) are expected to be approved between [removed: 2022] [added: 2023] and [removed: 2026,] [added: 2027,] or 60 per year compared to [removed: 53] [added: 58] per year on average during the past decade.
Regulators require clinical trials [removed: involving] [added: to involve] local populations as part of the process for approving new pharmaceutical products, especially in certain Asian and emerging markets.
This provides opportunities for technology services vendors to capture and consolidate [added: the] internal spending [added: of life sciences companies] by providing lower-cost and variable-cost options that lower clients’ research and development, selling, marketing and administrative costs.
By connecting this intelligence, we have the ability to optimize the clinical trial process and enable our clients to reduce costs and get their products to market more quickly through more informed site selection, faster patient recruitment practices and [removed: virtual] [added: decentralized] trials.
We bring best in class [removed: SaaS] [added: Software as a Service ("SaaS")] platforms, purpose built for life sciences, to our clients to help them run their clinical and commercial operations more efficiently.
Build upon our extensive client relationships and leverage our global presence. We have a diversified base of over 10,000 clients in over 100 countries and have expanded our client value proposition to address a broader market for research and development and commercial operations which we estimate to be more than [removed: $285] [added: $300] billion in [removed: 2021.][added: 2022.]
We have three [removed: operating] [added: reportable] segments: Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions.
[removed: Software as a Service (“SaaS”)] [added: SaaS] solutions that support a wide range of commercial and clinical processes, including customer relationship management (“CRM”), performance management, real-world evidence generation, compliance and safety reporting, incentive compensation, territory alignment, roster management, call planning, multi-channel marketing, and master data management.
We also help our client’s [removed: R&D] [added: research and development] function to address strategic challenges in the drug development process.
Our global teams leverage local market knowledge, deep scientific and therapeutic area expertise and our global information resources to assist our clients with [removed: R&D] [added: research and development] strategy, portfolio, brand and commercial strategy, as well as pricing and market access and launch excellence.
[removed: Clinical Laboratory] [added: Laboratory] Services. We provide our clients globally scaled end-to-end clinical trial laboratory and research services.
Our offerings include the full range of central laboratory, genomic, bioanalytical, ADME, discovery, vaccine and biomarker laboratory services along with sample and consent tracking [removed: services supporting clinical trials offerings.][added: services.]
Our [removed: principal] Contract Sales & Medical Solutions offerings include:
Nearly all of the top 100 global pharmaceutical and biotechnology companies, measured by [removed: revenue,] [added: revenues,] are clients, and many of these companies subscribe to reports and services in many countries.
No single client accounted for 10% or more of our total [removed: company] [added: Company] revenues in [removed: 2021, 2020,] [added: 2022, 2021] or [removed: 2019.][added: 2020.]
For the year ended December 31, [removed: 2021] [added: 2022] the largest client based on its percentage of total [removed: company revenue] [added: Company revenues] contributed approximately 7%.
Our offerings compete with various firms, including Accenture, Aetion, [removed: Panalgo,] [added: Panalgo (part of Norstella),] Cognizant Technology Solutions, [removed: Covance Inc.,] [added: Labcorp Drug Development,] Deloitte, Evidera (now part of Thermo Fisher Scientific Inc.), [removed: GfK,] LexisNexis Risk Solutions, IBM, Infosys, [removed: Kantar Health (now part of] Cerner [removed: Corporation),] [added: Enviza,] McKinsey, [removed: Nielsen,] [added: NielsenIQ,] OptumInsight, [removed: PAREXEL] [added: Parexel] International Corporation, Press Ganey, RTI Health Solutions, [removed: PRA Health Sciences (now part of] ICON [removed: plc),] [added: plc,] Tempus, [added: Merative, CompuGroup Medical, Medidata, Clarivate,] Veeva, and ZS Associates.
Our primary competitors include [removed: Covance Inc.,] [added: Labcorp Drug Development,] ICON plc, [removed: PAREXEL] [added: Parexel] International Corporation, Pharmaceutical Product Development, Inc. (now part of Thermo Fisher Scientific Inc.), [removed: PRA Health Sciences (now part of ICON plc),] and Syneos Health, among others.
Contract Sales & Medical Solutions’ primary [removed: competitor] [added: competitors] in the United States [removed: is] [added: are] Syneos Health, Eversana and [removed: UDG Healthcare plc.][added: Inizio.]
Outside of the United States, Contract Sales & Medical Solutions typically competes against single country or more regionally focused service providers, such as [removed: UDG Healthcare plc,] [added: Inizio,] Syneos Health, EPS [removed: Corporation] [added: Corporation, Uniphar,] and CMIC HOLDINGS Co., Ltd.
For further information on our ESG program, achievements, and goals, see our [removed: 2021] [added: 2022] Environmental, Social, and Governance Report (the [removed: "2021] [added: "2022] ESG Report"), which will be available on our website at https://www.iqvia.com/about-us/corporate-responsibility.
Information in the [removed: 2021] [added: 2022] ESG Report is not incorporated by reference in, and does not form part of, this Annual Report on Form 10-K.
To facilitate the disclosure of comparable, consistent, and reliable ESG information, the [removed: 2021] [added: 2022] ESG Report will be aligned with the Sustainability Accounting Standards Board ("SASB") and the Global Reporting Initiative ("GRI") reporting frameworks by including therein and reporting against their respective reporting standards indexes.
The impact of recent legislative changes on product launch and industry innovation continues to be evaluated.
IQVIA is involved with many stakeholders throughout the industry as we help navigate changes over the coming decade.
The Audit Committee of the Company's Board of Director's (the "Board") has full oversight of any cybersecurity risks and threats to our business.
The Audit Committee receives regular updates on any developments from our CISO, including quarterly reports of plans and actions.
In 2022, we established a Business Information Security Office to help facilitate communications and the exchange of information between our IT function and various business units.
This restructuring has increased our effectiveness by strengthening links between security functions and business units, in addition to clarifying role scopes.
We received an average of 63,000 responses across our 2022 surveys, with an average participation rate of 79.5%.
- Veterans Employee Resource Group (VERG) connects active duty and transitioning service members and veterans at IQVIA while advocating for and supporting active duty and veteran causes that align with IQVIA's core values.
- Disabilities and Carers Network (DCN) builds awareness and appreciation around the accomplishments and challenges of the disabled community, to foster inclusion, engagement and professional development.
Our Employee Assistance Program ("EAP") is available to 100% of our workforce worldwide.
Our EAP offers counseling services, alongside accessible training and webinars focused on a variety of topics including financial planning, nutrition, social connections, stress management, time management and work-life balance.
In 2022, we launched a new U.S. EAP, Resources for Living.
In addition to counseling services, the program provides digital tools to self-manage a variety of mental health needs.
In the U.K., we partnered with AXA to give employees access to the AXA health app and other online well-being programs via our EAP.
There were more than 1.3 million visits worldwide to our Talent and Learning hub in 2022.
In 2022, 83 senior leaders from 21 countries participated in the four-month virtual program.
Feedback continues to be positive with the program being rated highly by participants, scoring an average of 4.2 out of 5.
In 2022, we switched from 100% virtual trainings for the program to a blended format, including in-person kick-off events for cohorts.
We also moved to an approach that combines global and regional business unit participation, to promote cross functional collaboration and networking.
In 2022, we introduced the Leader of the Future initiative to identify and build the skills needed across the organization to lead in a hybrid environment.
The initiative was launched in June to all people managers.
Since its inception, nearly 4,600 leaders have participated in the initiative and taken advantage of the various resources provided to develop their skills.
We received more than 54,000 responses in each of our 2021 surveys.
The participation rate was an average of 76% across both surveys.
In 2021, we continued to build on our existing programs.
In recognition of the growth of our D&I programs globally, we hired a new senior leader of our D&I program.
Although D&I is everyone’s responsibility, the objective of this new role is to have a dedicated resource accountable for evolving and strengthening our D&I strategy over the coming years.
- Veterans Employee Resource Group (VERG): offers opportunities and support through the IQVIA community to its veteran and active service members and family.
Our Employee Assistance Program (EAP) is available to 100% of our workforce worldwide, an increase of 37% from the prior year, which completed our roll out of our EAP to the remainder of our workforce.
There have been approximately 1 million visits to our Talent and Learning hub since its launch in mid-April 2021.
In 2021, 85 attendees from 22 countries took part in the four-month virtual program, and nearly 150 employees have participated since the program’s inception.
Feedback continues to be positive, with 90% of participants saying the program will help them become more effective leaders, and 92% saying they will apply what they have learned.
Our first cohort included more than 204 people from 36 countries.
An excerpt. Shown here: 40 of 72 rewritten, all 22 added and all 11 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Cover and table of contents
31 rewritten, 9 added, 7 removed, 78 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
[removed: 4820 Emperor Blvd.,] [added: 2400 Ellis Rd.,] Durham, North Carolina 27703
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price as reported on the New York Stock Exchange on June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second quarter, was approximately [removed: $45.7] [added: $40.2] billion.
As of February [removed: 7, 2022,] [added: 6, 2023,] there were approximately [removed: 190,485,264] [added: 185,722,621] shares of the registrant’s common stock outstanding.
Portions of the registrant’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.
Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]
| 1A. | | | [Risk [removed: Factors](#i656f56cabb364401a7bed88169b09c9c_19)] [added: Factors](#ia42b081934074f68ad60c85da7c7747c_19)] | | | [removed: [19](#i656f56cabb364401a7bed88169b09c9c_19)] [added: [19](#ia42b081934074f68ad60c85da7c7747c_19)] | | |
| 1B. | | | [Unresolved Staff [removed: Comments](#i656f56cabb364401a7bed88169b09c9c_22)] [added: Comments](#ia42b081934074f68ad60c85da7c7747c_22)] | | | [removed: [44](#i656f56cabb364401a7bed88169b09c9c_22)] [added: [43](#ia42b081934074f68ad60c85da7c7747c_22)] | | |
| 3. | | | [Legal [removed: Proceedings](#i656f56cabb364401a7bed88169b09c9c_28)] [added: Proceedings](#ia42b081934074f68ad60c85da7c7747c_28)] | | | [removed: [44](#i656f56cabb364401a7bed88169b09c9c_28)] [added: [43](#ia42b081934074f68ad60c85da7c7747c_28)] | | |
| 4. | | | [Mine Safety [removed: Disclosures](#i656f56cabb364401a7bed88169b09c9c_31)] [added: Disclosures](#ia42b081934074f68ad60c85da7c7747c_31)] | | | [removed: [44](#i656f56cabb364401a7bed88169b09c9c_31)] [added: [43](#ia42b081934074f68ad60c85da7c7747c_31)] | | |
| 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i656f56cabb364401a7bed88169b09c9c_37)] [added: Securities](#ia42b081934074f68ad60c85da7c7747c_37)] | | | [removed: [45](#i656f56cabb364401a7bed88169b09c9c_37)] [added: [44](#ia42b081934074f68ad60c85da7c7747c_37)] | | |
| 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i656f56cabb364401a7bed88169b09c9c_43)] [added: Operations](#ia42b081934074f68ad60c85da7c7747c_46)] | | | [removed: [47](#i656f56cabb364401a7bed88169b09c9c_43)] [added: [46](#ia42b081934074f68ad60c85da7c7747c_46)] | | |
| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i656f56cabb364401a7bed88169b09c9c_46)] [added: Risk](#ia42b081934074f68ad60c85da7c7747c_49)] | | | [removed: [61](#i656f56cabb364401a7bed88169b09c9c_46)] [added: [60](#ia42b081934074f68ad60c85da7c7747c_49)] | | |
| 8. | | | [Financial Statements and Supplementary [removed: Data](#i656f56cabb364401a7bed88169b09c9c_49)] [added: Data](#ia42b081934074f68ad60c85da7c7747c_52)] | | | [removed: [63](#i656f56cabb364401a7bed88169b09c9c_49)] [added: [62](#ia42b081934074f68ad60c85da7c7747c_52)] | | |
| 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i656f56cabb364401a7bed88169b09c9c_145)] [added: Disclosure](#ia42b081934074f68ad60c85da7c7747c_157)] | | | [removed: [110](#i656f56cabb364401a7bed88169b09c9c_145)] [added: [110](#ia42b081934074f68ad60c85da7c7747c_157)] | | |
| 9A. | | | [Controls and [removed: Procedures](#i656f56cabb364401a7bed88169b09c9c_148)] [added: Procedures](#ia42b081934074f68ad60c85da7c7747c_160)] | | | [removed: [110](#i656f56cabb364401a7bed88169b09c9c_148)] [added: [110](#ia42b081934074f68ad60c85da7c7747c_160)] | | |
| 9B. | | | [Other [removed: Information](#i656f56cabb364401a7bed88169b09c9c_151)] [added: Information](#ia42b081934074f68ad60c85da7c7747c_163)] | | | [removed: [110](#i656f56cabb364401a7bed88169b09c9c_151)] [added: [110](#ia42b081934074f68ad60c85da7c7747c_163)] | | |
| 9C. | | | [removed: [Disclosure](#i656f56cabb364401a7bed88169b09c9c_1665) [Regarding] [added: [Disclosure Regarding] Foreign Jurisdictions that Prevent [removed: Inspections](#i656f56cabb364401a7bed88169b09c9c_1665)] [added: Inspections](#ia42b081934074f68ad60c85da7c7747c_166)] | | | [removed: [110](#i656f56cabb364401a7bed88169b09c9c_1665)] [added: [110](#ia42b081934074f68ad60c85da7c7747c_166)] | | |
| | | | [PART [removed: III](#i656f56cabb364401a7bed88169b09c9c_154)] [added: III](#ia42b081934074f68ad60c85da7c7747c_169)] | | | [removed: [111](#i656f56cabb364401a7bed88169b09c9c_154)] [added: [111](#ia42b081934074f68ad60c85da7c7747c_169)] | | |
| 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i656f56cabb364401a7bed88169b09c9c_157)] [added: Governance](#ia42b081934074f68ad60c85da7c7747c_172)] | | | [removed: [111](#i656f56cabb364401a7bed88169b09c9c_157)] [added: [111](#ia42b081934074f68ad60c85da7c7747c_172)] | | |
| 11. | | | [Executive [removed: Compensation](#i656f56cabb364401a7bed88169b09c9c_160)] [added: Compensation](#ia42b081934074f68ad60c85da7c7747c_175)] | | | [removed: [112](#i656f56cabb364401a7bed88169b09c9c_160)] [added: [112](#ia42b081934074f68ad60c85da7c7747c_175)] | | |
| 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i656f56cabb364401a7bed88169b09c9c_163)] [added: Matters](#ia42b081934074f68ad60c85da7c7747c_178)] | | | [removed: [112](#i656f56cabb364401a7bed88169b09c9c_163)] [added: [112](#ia42b081934074f68ad60c85da7c7747c_178)] | | |
| 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i656f56cabb364401a7bed88169b09c9c_166)] [added: Independence](#ia42b081934074f68ad60c85da7c7747c_181)] | | | [removed: [113](#i656f56cabb364401a7bed88169b09c9c_166)] [added: [113](#ia42b081934074f68ad60c85da7c7747c_181)] | | |
| 14. | | | [Principal Accountant Fees and [removed: Services](#i656f56cabb364401a7bed88169b09c9c_169)] [added: Services](#ia42b081934074f68ad60c85da7c7747c_184)] | | | [removed: [113](#i656f56cabb364401a7bed88169b09c9c_169)] [added: [113](#ia42b081934074f68ad60c85da7c7747c_184)] | | |
| 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i656f56cabb364401a7bed88169b09c9c_175)] [added: Schedules](#ia42b081934074f68ad60c85da7c7747c_190)] | | | [removed: [114](#i656f56cabb364401a7bed88169b09c9c_175)] [added: [114](#ia42b081934074f68ad60c85da7c7747c_190)] | | |
| | | | [Exhibit [removed: Index](#i656f56cabb364401a7bed88169b09c9c_178)] [added: Index](#ia42b081934074f68ad60c85da7c7747c_193)] | | | [removed: [115](#i656f56cabb364401a7bed88169b09c9c_178)] [added: [115](#ia42b081934074f68ad60c85da7c7747c_193)] | | |
| 16. | | | [Form 10-K [removed: Summary](#i656f56cabb364401a7bed88169b09c9c_181)] [added: Summary](#ia42b081934074f68ad60c85da7c7747c_196)] | | | [removed: [119](#i656f56cabb364401a7bed88169b09c9c_181)] [added: [119](#ia42b081934074f68ad60c85da7c7747c_196)] | | |
Without limiting the foregoing, the words [added: “assumes,”] “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” "forecasts," “plans,” “projects,” “should,” [added: “seeks,” “sees,”] “targets,” [removed: “will”] [added: “will,” “would”] and similar words and expressions, and variations and negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, that business disruptions caused by natural disasters, pandemics such as the COVID-19 (coronavirus) outbreak, including any variants, and the public health policy responses to the outbreak, international conflict or other disruptions outside of our [removed: control;] [added: control such as the current situation in Ukraine and Russia;] our ability to accurately model or forecast the impact of the spread and/or containment of COVID-19, including any variants, among other sources of business interruption, on our operations and financial results; most of our contracts may be terminated on short notice, and we may lose or experience delays with large client contracts or be unable to enter into new contracts; the market for our services may not grow as we expect; we may be unable to successfully develop and market new services or enter new markets; imposition of restrictions on our use of data by data suppliers or their refusal to license data to us; any failure by us to comply with contractual, regulatory or ethical requirements under our contracts, including current or future changes to data protection and privacy laws; breaches or misuse of our or our outsourcing partners’ security or communications systems; failure to meet our productivity or business transformation objectives; failure to successfully invest in growth opportunities; our ability to protect our intellectual property rights and our susceptibility to claims by others that we are infringing on their intellectual property rights; the expiration or inability to acquire third party licenses for technology or intellectual property; any failure by us to accurately and timely price and formulate cost estimates for contracts, or to document change orders; hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements; the rate at which our backlog converts to [removed: revenue;] [added: revenues;] our ability to acquire, develop and implement technology necessary for our business; consolidation in the industries in which our clients operate; risks related to client or therapeutic concentration; government regulators or our customers may limit the [added: number or] scope of [removed: prescription] [added: indications for medicines and treatments] or withdraw products from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; the risks associated with operating on a global basis, including currency or exchange rate fluctuations and legal compliance, including anti-corruption laws; risks related to changes in accounting standards; general economic conditions in the markets in which we operate, including financial market [removed: conditions] [added: conditions, inflation] and risks related to sales to government entities; the impact of changes in tax laws and regulations; and our ability to successfully integrate, and achieve expected benefits from, our acquired businesses.
We believe that data regarding the industry, market size and [removed: its] market position and market share within such industry provide general guidance but are inherently imprecise.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| | | | [PART I](#ia42b081934074f68ad60c85da7c7747c_13) | | | | | |
| 1. | | | [Business](#ia42b081934074f68ad60c85da7c7747c_16) | | | [5](#ia42b081934074f68ad60c85da7c7747c_16) | | |
| 2. | | | [Properties](#ia42b081934074f68ad60c85da7c7747c_25) | | | [43](#ia42b081934074f68ad60c85da7c7747c_25) | | |
| | | | [PART II](#ia42b081934074f68ad60c85da7c7747c_34) | | | [44](#ia42b081934074f68ad60c85da7c7747c_34) | | |
| 6. | | | [\[Reserved\]](#ia42b081934074f68ad60c85da7c7747c_40) | | | [46](#ia42b081934074f68ad60c85da7c7747c_40) | | |
| | | | [PART IV](#ia42b081934074f68ad60c85da7c7747c_187) | | | [114](#ia42b081934074f68ad60c85da7c7747c_187) | | |
| | | | [Signatures](#ia42b081934074f68ad60c85da7c7747c_199) | | | [119](#ia42b081934074f68ad60c85da7c7747c_199) | | |
| | | | [PART I](#i656f56cabb364401a7bed88169b09c9c_13) | | | | | |
| 1. | | | [Business](#i656f56cabb364401a7bed88169b09c9c_16) | | | [5](#i656f56cabb364401a7bed88169b09c9c_16) | | |
| 2. | | | [Properties](#i656f56cabb364401a7bed88169b09c9c_25) | | | [44](#i656f56cabb364401a7bed88169b09c9c_25) | | |
| | | | [PART II](#i656f56cabb364401a7bed88169b09c9c_34) | | | [45](#i656f56cabb364401a7bed88169b09c9c_34) | | |
| 6. | | | [\[Reserved\]](#i656f56cabb364401a7bed88169b09c9c_40) | | | [47](#i656f56cabb364401a7bed88169b09c9c_40) | | |
| | | | [PART IV](#i656f56cabb364401a7bed88169b09c9c_172) | | | [114](#i656f56cabb364401a7bed88169b09c9c_172) | | |
| | | | [Signatures](#i656f56cabb364401a7bed88169b09c9c_184) | | | [119](#i656f56cabb364401a7bed88169b09c9c_184) | | |
Item 2. Properties
2 rewritten, 0 added, 0 removed, 5 unchanged
As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 250] [added: 260] offices [added: and laboratories] located in approximately [removed: 84] [added: 85] countries.
Our executive headquarters are located [removed: adjacent to] [added: in] Research Triangle Park, North Carolina.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
15 rewritten, 8 added, 9 removed, 34 unchanged
On February [removed: 7, 2022,] [added: 6, 2023,] we had approximately 20 stockholders of record as reported by our transfer agent.
We do not currently intend to pay dividends on our common stock, and no dividends were declared or paid in [removed: 2021] [added: 2022] or [removed: 2020.][added: 2021.]
We did not sell any unregistered equity securities in [removed: 2021.][added: 2022.]
On October 30, 2013, the Board approved an equity repurchase program (the “Repurchase Program”) authorizing the repurchase of up to [removed: $125.0] [added: $125] million of either our common stock or vested in-the-money employee stock options, or a combination thereof.
From inception of the Repurchase Program through December 31, [removed: 2021,] [added: 2022,] we have repurchased a total of [removed: $6.8] [added: $8.37] billion of our securities under the Repurchase Program.
During the year ended December 31, [removed: 2021,] [added: 2022,] we repurchased [removed: 1.7] [added: 5.5] million shares of our common stock for approximately [removed: $395] [added: $1,168] million under the Repurchase Program.
As of December 31, [removed: 2021,] [added: 2022,] we had remaining authorization to repurchase up to approximately [removed: $0.5] [added: $1.36] billion of our common stock under the Repurchase Program.
Since the Merger between Quintiles and IMS [removed: health,] [added: health in October 2016,] we have repurchased [removed: 67.4] [added: 73.1] million shares of our common stock at an average market price per share of [removed: $100.95] [added: $109.38] for an aggregate purchase price of [removed: $6.8] [added: $8.00] billion both under and outside of the Repurchase Program.
The following table summarizes the monthly equity repurchase activity for the three months ended December 31, [removed: 2021] [added: 2022] and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program.
The following graph shows a comparison from December 31, [removed: 2016] [added: 2017] through December 31, [removed: 2021] [added: 2022] of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500”), our new peer group set forth below ("New Peer [removed: Group")] [added: Group"),] and our old peer group set forth below ("Old Peer Group").
The New Peer Group consists of [removed: Cerner Corporation,] Charles River Laboratories, Inc., Equifax Inc., ICON plc, [removed: IHS Markit Ltd.,] Laboratory Corporation of America Holdings, [removed: Nielsen N.V.,] Syneos Health (formerly INC Research Holdings), Thomson Reuters Corporation and Verisk Analytics, Inc. The difference between the New Peer Group and the Old Peer Group is that [removed: PRA Health Sciences, Inc. has] [added: Nielsen N.V., Cerner Corporation and IHS Markit Ltd. have] been removed from the New Peer Group as [removed: it became part of ICON plc] [added: these companies were acquired by a private equity consortium, Oracle Corporation and S&P Global Inc., respectively,] during the year ended December 31, [removed: 2021.][added: 2022.]
The companies in our peer [removed: group] [added: groups] are publicly traded information services, information technology or clinical research companies, and thus share similar business model characteristics to IQVIA, or provide services to similar customers as IQVIA.
The graph assumes that $100 was invested in IQVIA, the S&P 500, the New Peer [removed: Group] [added: Group,] and the Old Peer Group as of the close of market on December 31, [removed: 2016,] [added: 2017, and] assumes the reinvestments of dividends, if any.
[removed: ][added: ]
| | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |
| October 1, 2022 – October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |
| November 1, 2022 – November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |
| December 1, 2022 – December 31, 2022 | | | | | | 0.1 | | | | | | $ | 201.61 | | | | | 0.1 | | | | | | $ | 1,355 | |
| | | | | | | 0.1 | | | | | | | | | | | | 0.1 | | | | | | | | |
| IQVIA | | | | | | $ | 100 | | | | | $ | 119 | | | | | $ | 158 | | | | | $ | 183 | | | | | $ | 288 | | | | | $ | 209 | |
| S&P 500 | | | | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 192 | | | | | $ | 157 | |
| New Peer Group | | | | | | $ | 100 | | | | | $ | 99 | | | | | $ | 142 | | | | | $ | 182 | | | | | $ | 260 | | | | | $ | 196 | |
| Old Peer Group | | | | | | $ | 100 | | | | | $ | 94 | | | | | $ | 133 | | | | | $ | 164 | | | | | $ | 229 | | | | | $ | 184 | |
The February 10, 2022 $2.0 billion increase in the stock repurchase authorization, increased the remaining authorization to repurchase common stock under the Repurchase Program up to approximately $2.5 billion.
| October 1, 2021 – October 31, 2021 | | | | | | 0.1 | | | | | | $ | 238.82 | | | | | 0.1 | | | | | | $ | 667 | |
| November 1, 2021 – November 30, 2021 | | | | | | 0.4 | | | | | | $ | 254.38 | | | | | 0.4 | | | | | | $ | 568 | |
| December 1, 2021 – December 31, 2021 | | | | | | 0.2 | | | | | | $ | 265.16 | | | | | 0.2 | | | | | | $ | 523 | |
| | | | | | | 0.7 | | | | | | | | | | | | 0.7 | | | | | | | | |
| IQVIA | | | | | | $ | 100 | | | | | $ | 129 | | | | | $ | 153 | | | | | $ | 203 | | | | | $ | 236 | | | | | $ | 371 | |
| S&P 500 | | | | | | $ | 100 | | | | | $ | 122 | | | | | $ | 116 | | | | | $ | 153 | | | | | $ | 181 | | | | | $ | 233 | |
| New Peer Group | | | | | | $ | 100 | | | | | $ | 115 | | | | | $ | 109 | | | | | $ | 155 | | | | | $ | 190 | | | | | $ | 266 | |
| Old Peer Group | | | | | | $ | 100 | | | | | $ | 116 | | | | | $ | 111 | | | | | $ | 156 | | | | | $ | 191 | | | | | $ | 266 | |
Item 8. Financial Statements and Supplementary Data
633 rewritten, 145 added, 107 removed, 834 unchanged
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
In making this assessment, management used the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (“COSO”).]
As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We have audited the accompanying consolidated balance sheets of IQVIA Holdings Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated Framework [removed: (2013)*] [added: (2013)] issued by the COSO.
[removed: Revenue] [added: *Revenue] Recognition – Estimating Measure of Progress for Clinical Research [removed: Services][added: 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, [removed: 2021,] [added: 2022,] is [removed: $7,556] [added: $7,921] million, the majority of which relates to service contracts for clinical research that represent a single performance obligation.
Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other [removed: pass through] [added: reimbursed] expenses for the Company’s clinical monitors).
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 [removed: judgment, subjectivity, and] effort in performing audit procedures and evaluating audit evidence related to the cost estimates made by management, due to [removed: significant judgment] [added: the judgments] by management when determining the total expected costs to complete its contracts, specifically the estimation of direct labor and third-party costs.
These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the estimation of the total [removed: cost] [added: 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 [removed: third party-costs,] [added: third-party costs,] evaluating the appropriateness of changes to management’s estimate of total costs to complete throughout the duration of [removed: the contract,] [added: 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.
| (in millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Revenues | | | | | | $ | [removed: 13,874] [added: 14,410] | | | | | $ | [removed: 11,359] [added: 13,874] | | | | | $ | [removed: 11,088] [added: 11,359] | |
| [removed: Costs] [added: Cost] of [removed: revenue,] [added: revenues,] exclusive of depreciation and amortization | | | | | | [removed: 9,233] [added: 9,382] | | | | | | [removed: 7,500] [added: 9,233] | | | | | | [removed: 7,300] [added: 7,500] | | |
| Selling, general and administrative expenses | | | | | | [removed: 1,964] [added: 2,071] | | | | | | [removed: 1,789] [added: 1,964] | | | | | | [removed: 1,734] [added: 1,789] | | |
| Depreciation and amortization | | | | | | [removed: 1,264] [added: 1,130] | | | | | | [removed: 1,287] [added: 1,264] | | | | | | [removed: 1,202] [added: 1,287] | | |
| Restructuring costs | | | | | | [removed: 20] [added: 28] | | | | | | [removed: 52] [added: 20] | | | | | | [removed: 75] [added: 52] | | |
| Income from operations | | | | | | [removed: 1,393] [added: 1,799] | | | | | | [removed: 731] [added: 1,393] | | | | | | [removed: 777] [added: 731] | | |
| Interest income | | | | | | [removed: (6)] [added: (13)] | | | | | | (6) | | | | | | [removed: (9)] [added: (6)] | | |
| Interest expense | | | | | | [removed: 375] [added: 416] | | | | | | [removed: 416] [added: 375] | | | | | | [removed: 447] [added: 416] | | |
| Loss on extinguishment of debt | | | | | | [removed: 26] [added: —] | | | | | | [removed: 13] [added: 26] | | | | | | [removed: 24] [added: 13] | | |
| Other [removed: income,] [added: expense (income),] net | | | | | | [removed: (130)] [added: 33] | | | | | | [removed: (65)] [added: (130)] | | | | | | [removed: (37)] [added: (65)] | | |
| Income before income taxes and equity in [removed: earnings] (losses) [added: earnings] of unconsolidated affiliates | | | | | | [removed: 1,128] [added: 1,363] | | | | | | [removed: 373] [added: 1,128] | | | | | | [removed: 352] [added: 373] | | |
| Income tax expense | | | | | | [removed: 163] [added: 260] | | | | | | [removed: 72] [added: 163] | | | | | | [removed: 116] [added: 72] | | |
| Income before equity in [removed: earnings] (losses) [added: earnings] of unconsolidated affiliates | | | | | | [removed: 965] [added: 1,103] | | | | | | [removed: 301] [added: 965] | | | | | | [removed: 236] [added: 301] | | |
| Equity in [removed: earnings] (losses) [added: earnings] of unconsolidated affiliates | | | | | | [removed: 6] [added: (12)] | | | | | | [removed: 7] [added: 6] | | | | | | [removed: (9)] [added: 7] | | |
| Net income | | | | | | [removed: 971] [added: 1,091] | | | | | | [removed: 308] [added: 971] | | | | | | [removed: 227] [added: 308] | | |
| Net income attributable to non-controlling interests | | | | | | [removed: (5)] [added: —] | | | | | | [removed: (29)] [added: (5)] | | | | | | [removed: (36)] [added: (29)] | | |
| Net income attributable to IQVIA Holdings Inc. | | | | | | $ | [removed: 966] [added: 1,091] | | | | | $ | [removed: 279] [added: 966] | | | | | $ | [removed: 191] [added: 279] | |
| Basic | | | | | | $ | [removed: 5.05] [added: 5.82] | | | | | $ | [removed: 1.46] [added: 5.05] | | | | | $ | [removed: 0.98] [added: 1.46] | |
| Diluted | | | | | | $ | [removed: 4.95] [added: 5.72] | | | | | $ | [removed: 1.43] [added: 4.95] | | | | | $ | [removed: 0.96] [added: 1.43] | |
| Basic | | | | | | [removed: 191.4] [added: 187.6] | | | | | | [removed: 191.3] [added: 191.4] | | | | | | [removed: 195.1] [added: 191.3] | | |
| Diluted | | | | | | [removed: 195.0] [added: 190.6] | | | | | | 195.0 | | | | | | [removed: 199.6] [added: 195.0] | | |
| (in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net income | | | | | | $ | [removed: 971] [added: 1,091] | | | | | $ | [removed: 308] [added: 971] | | | | | $ | [removed: 227] [added: 308] | |
| Unrealized gains (losses) on derivative instruments, net of income tax expense (benefit) of [removed: $2, $(10)] [added: $13, $2] and [removed: $4] [added: $(10)] | | | | | | [removed: 9] [added: 40] | | | | | | [removed: (30)] [added: 9] | | | | | | [removed: (15)] [added: (30)] | | |
| Defined benefit plan adjustments, net of income tax [removed: expense] (benefit) [added: expense] of [removed: $21, $(15)] [added: $(3), $21] and [removed: $5] [added: $(15)] | | | | | | [removed: 69] [added: (10)] | | | | | | [removed: (54)] [added: 69] | | | | | | [removed: (30)] [added: (54)] | | |
February 15, 2023
| (in millions, except per share data) | | | | | | 2022 | | | | | | 2021 | | |
| Current assets: | | | | | | | | | | | | | | |
| Net income | | | | | | $ | 1,091 | | | | | $ | 971 | | | | | $ | 308 | |
| Repayment of debt and principal payments on finance leases | | | | | | (634) | | | | | | (2,091) | | | | | | (864) | | |
| Balance, December 31, 2022 | | | | | | 256.4 | | | | | | (70.7) | | | | | | $ | 3 | | | | | $ | 10,895 | | | | | $ | 3,334 | | | | | $ | (7,740) | | | | | $ | (727) | | | | | $ | — | | | | | $ | 5,765 | |
The Company does not enter into derivative instruments for investment or speculative purposes.
Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for the Company’s clinical monitors).
Cost of Revenues
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.
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.
Finance lease expense is recognized as a combination of depreciation expense for the leased asset and interest expense for the outstanding lease liabilities using the discount rate discussed above.
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 Company is assessing the impacts of this ASU on its disclosures within the consolidated financial statements.
| Americas | | | | | | $ | 2,947 | | | | | $ | 3,747 | | | | | $ | 354 | | | | | $ | 7,048 | |
| Europe and Africa | | | | | | 2,175 | | | | | | 2,016 | | | | | | 175 | | | | | | 4,366 | | |
| Asia-Pacific | | | | | | 624 | | | | | | 2,158 | | | | | | 214 | | | | | | 2,996 | | |
| Total revenues | | | | | | $ | 5,746 | | | | | $ | 7,921 | | | | | $ | 743 | | | | | $ | 14,410 | |
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.
| (in millions) | | | | | | 2022 | | | | | | 2021 | | |
| Trade accounts receivable | | | | | | $ | 1,329 | | | | | $ | 1,275 | |
The majority of the unearned income balance as of the beginning of the year was recognized in revenues during the year ended December 31, 2022.
Accounts Receivable Factoring Arrangements
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.
The fees associated with these transactions were immaterial.
The Company has other accounts receivable arrangements for which the activity associated with them is immaterial.
| (in millions) | | | | | | 2022 | | | | | | 2021 | | |
| | | | | | | $ | 94 | | | | | $ | 88 | |
| | | | | | | $ | 66 | | | | | $ | 196 | |
The Company does not enter into interest rate swap agreements for investment or speculative purposes.
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).
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.
| (in millions) | | | | | | 2022 | | | | | | 2021 | | |
| Databases | | | | | | 1,817 | | | | | | (1,794) | | | | | | 23 | | | | | | 1,889 | | | | | | (1,853) | | | | | | 36 | | |
| | | | | | | $ | 10,830 | | | | | $ | (6,010) | | | | | $ | 4,820 | | | | | $ | 10,286 | | | | | $ | (5,343) | | | | | $ | 4,943 | |
| Balance as of December 31, 2022 | | | | | | $ | 11,520 | | | | | $ | 2,247 | | | | | $ | 154 | | | | | $ | 13,921 | |
February 16, 2022
| Equity attributable to IQVIA Holdings Inc.’s stockholders | | | | | | 6,042 | | | | | | 6,001 | | |
| Repayment of debt | | | | | | (2,091) | | | | | | (864) | | | | | | (899) | | |
| Balance, December 31, 2018 | | | | | | 251.5 | | | | | | (54) | | | | | | $ | 3 | | | | | $ | 10,898 | | | | | $ | 807 | | | | | $ | (4,770) | | | | | $ | (224) | | | | | $ | 240 | | | | | $ | 6,954 | |
Costs of Revenue
In March 2020, the FASB issued new accounting guidance that provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued.
In January 2020, the FASB issued new accounting guidance that states any equity security transitioning from the alternative method of accounting to the equity method, or vice versa, due to an observable transaction, will be remeasured immediately before the transition.
In addition, the new accounting guidance clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles before settlement or exercise.
In December 2019, the FASB issued new accounting guidance to clarify and simplify the accounting for income taxes.
Changes under the new guidance includes eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.
The new accounting guidance will be effective for the Company on January 1, 2023, with early adoption permitted.
The Company plans on adopting this new accounting guidance effective January 1, 2022.
The impact of this guidance on the Company's consolidated financial statements will depend on the size and nature of future acquisitions.
| | | | | | | December 31, 2019 | | | | | | | | | | | | | | | | | | | | |
| Americas | | | | | | $ | 2,370 | | | | | $ | 2,693 | | | | | $ | 399 | | | | | $ | 5,462 | |
| Europe and Africa | | | | | | 1,543 | | | | | | 1,734 | | | | | | 200 | | | | | | 3,477 | | |
| Asia-Pacific | | | | | | 573 | | | | | | 1,361 | | | | | | 215 | | | | | | 2,149 | | |
| Total revenues | | | | | | $ | 4,486 | | | | | $ | 5,788 | | | | | $ | 814 | | | | | $ | 11,088 | |
For the year ended December 31, 2019, revenues in the United States and the United Kingdom accounted for approximately 45% and 10% of total revenues, respectively.
| Billed | | | | | | $ | 1,275 | | | | | $ | 1,181 | |
| Inteliquet (“Inteliquet”) | | | | | | — | | | | | | 16 | | |
| | | | | | | $ | 88 | | | | | $ | 84 | |
| | | | | | | $ | 56 | | | | | $ | 104 | |
| Derivatives not designated as hedging instruments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
These assets include equity investments that do not have readily determinable fair values that are assessed for impairment quarterly or annually, when there is an observable event, and when a triggering event occurs, and goodwill and other identifiable intangible assets that are tested for impairment annually and when a triggering event occurs.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Databases | | | | | | 1,889 | | | | | | (1,853) | | | | | | 36 | | | | | | 1,930 | | | | | | (1,629) | | | | | | 301 | | |
| | | | | | | $ | 10,286 | | | | | $ | (5,343) | | | | | $ | 4,943 | | | | | $ | 9,706 | | | | | $ | (4,519) | | | | | $ | 5,187 | |
| Indefinite-lived other identifiable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Trade name | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 18 | | | | | $ | — | | | | | $ | 18 | |
| Balance as of December 31, 2019 | | | | | | $ | 10,374 | | | | | $ | 1,646 | | | | | $ | 139 | | | | | $ | 12,159 | |
| | | | | | | $ | 2,360 | | | | | $ | 2,232 | |
| Term A Loan due 2023—U.S. Dollar | | | | | | — | | | | | | 728 | | |
| Term A Loan due 2023—U.S. Dollar | | | | | | — | | | | | | 766 | | |
| Term A Loan due 2023—Euro | | | | | | — | | | | | | 400 | | |
| 2.875% Senior Notes due 2028—Euro denominated | | | | | | 807 | | | | | | 872 | | |
| Receivables financing facility due 2024—U.S. Dollar LIBOR at average floating rates of 1.00% | | | | | | 550 | | | | | | — | | |
| Thereafter | | | | | | 3,743 | | |
| | | | | | | $ | 12,185 | |
As of December 31, 2020, the Prior Credit Agreement provided financing through the senior secured credit facilities of up to approximately $7,692 million, which consisted of $6,192 million principal amounts of debt outstanding (as detailed in the table above), $4 million of issued standby letters of credit and $1,496 million of available borrowing capacity on the revolving credit facility.
An excerpt. Shown here: 40 of 633 rewritten, 40 of 145 added and 40 of 107 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
1 rewritten, 0 added, 0 removed, 8 unchanged
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 10. Directors, Executive Officers and Corporate Governance
11 rewritten, 9 added, 10 removed, 28 unchanged
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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the [removed: “2022] [added: “2023] Proxy Statement”) entitled “Proposal No. 1: Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate [removed: Governance—Committees] [added: Governance—Leadership Structure—Committees] of the Board.”
| Ari Bousbib | | | | | | [removed: 60] [added: 61] | | | | | | Chairman and Chief Executive Officer | | |
| Ronald E. Bruehlman | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President and Chief Financial Officer | | |
| [removed: W. Richard Staub, III] [added: Costa Panagos] | | | | | | [removed: 59] [added: 49] | | | | | | President, Research & Development Solutions | | |
| Eric Sherbet | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, General Counsel and Secretary | | |
He also served as a director of The [added: Connecticut Forum from 2005 to 2015 and served as a director of The] New England Air Museum from 2009 through 2013.
Mr. Bruehlman [removed: has] [added: holds] a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A. from the University of [removed: Chicago.][added: Chicago Booth School of Business.]
[removed: Richard Staub, III,] [added: Costa Panagos,] President, Research & Development Solutions
Mr. Knightly [removed: has] [added: previously] served as [added: the Company's] President, Technology & Commercial Solutions [removed: since] [added: from] October [removed: 2016.][added: 2016 to June 2022.]
[removed: Previously] Mr. Knightly served as Senior Vice President, Information Offerings at IMS Health from April 2015 to October 2016.
Mr. Knightly holds a [removed: B.S.] [added: 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.
| Kevin C. Knightly | | | | | | 62 | | | | | | President, Corporate Strategy and Enterprise Networks | | |
Mr. Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd. From 2020 to 2022.
Mr. Panagos was appointed as President, Research & Development Solutions effective April 1, 2022.
Mr. 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 Q2 Solutions, IQVIA’s global clinical trial laboratory business, and held several senior clinical and commercial leadership roles including Head of Global Sales Operations.
Mr. 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.
Knightly, President, Corporate Strategy and Enterprise Networks
Mr. Knightly has served as President, Corporate Strategy and Enterprise Networks since July 2022.
| Kevin C. Knightly | | | | | | 61 | | | | | | President, Technology & Commercial Solutions | | |
Mr. Bruehlman served as a director of The Connecticut Forum from 2005 to 2015.
W.
Mr. Staub has served as President, Research & Development Solutions since November 2016.
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.
Knightly, President, Technology & Commercial Solutions
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this [removed: item] [added: Item] is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” [removed: “Compensation] [added: “Leadership Development and Compensation] Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the [removed: 2022] [added: Company's 2023] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5 rewritten, 3 added, 4 removed, 9 unchanged
Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, [removed: will be] [added: is] set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s [removed: 2022] [added: 2023] Proxy Statement, which information is incorporated herein by reference.
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, [removed: 2021:][added: 2022:]
(3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, performance units, [added: 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 [removed: $86.61.][added: $89.35.]
All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity [removed: award] [added: awards] authorized by the plans.
| Equity compensation plans approved by security holders | | | | | | 6,295,718 | | | (1) | | | $ | 128.55 | | (3) | | | 8,932,670 | | | (4) | | |
| Total | | | | | | 6,322,445 | | | | | | $ | 128.55 | | (3) | | | 8,932,670 | | | | | |
(1) Consists of: (i) 4,376,122 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs; (ii) 892,609 shares of common stock issuable in settlement of outstanding restricted stock units awarded; (iii) 642,701 shares of common stock issuable in settlement of outstanding performance units awarded; (iv) 380,162 shares of common stock reserved for issuance at December 31, 2022 and issuable in settlement of outstanding stock settled long term incentive ("LTI") awards; and (v) 4,124 shares of deferred common stock outstanding under the Director Deferral Plan.
| Equity compensation plans approved by security holders | | | | | | 5,817,500 | | | (1) | | | $ | 116.45 | | (3) | | | 10,013,585 | | | (4) | | |
| Total | | | | | | 5,844,227 | | | | | | $ | 116.45 | | (3) | | | 10,013,585 | | | | | |
(1) Consists of: (i) 4,326,554 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs; (ii) 818,185 shares of common stock issuable in settlement
of outstanding restricted stock units awarded; (iii) 670,160 shares of common stock issuable in settlement of outstanding performance units awarded; and (iv) 2,601 shares of deferred common stock outstanding under the Director Deferral Plan.
Item 13. Certain Relationships and Related Transactions and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is set forth under the headings “Corporate Governance,” and “Certain Relationships and Related Party Transactions” in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item is set forth under the headings “Audit—Fees Paid to Independent Registered Public Accounting Firm” in the [removed: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.
Item 15. Exhibits and Financial Statement Schedules
74 rewritten, 2 added, 1 removed, 42 unchanged
| Management’s Report on Internal Control over Financial Reporting | | | [removed: [63](#i656f56cabb364401a7bed88169b09c9c_49)] [added: [62](#ia42b081934074f68ad60c85da7c7747c_52)] | | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) | | | [removed: [63](#i656f56cabb364401a7bed88169b09c9c_49)] [added: [62](#ia42b081934074f68ad60c85da7c7747c_52)] | | |
| Consolidated Statements of Income | | | [removed: [66](#i656f56cabb364401a7bed88169b09c9c_52)] [added: [65](#ia42b081934074f68ad60c85da7c7747c_55)] | | |
| Consolidated Statements of Comprehensive Income | | | [removed: [67](#i656f56cabb364401a7bed88169b09c9c_55)] [added: [66](#ia42b081934074f68ad60c85da7c7747c_58)] | | |
| Consolidated Balance Sheets | | | [removed: [68](#i656f56cabb364401a7bed88169b09c9c_58)] [added: [67](#ia42b081934074f68ad60c85da7c7747c_61)] | | |
| Consolidated Statements of Cash Flows | | | [removed: [69](#i656f56cabb364401a7bed88169b09c9c_61)] [added: [68](#ia42b081934074f68ad60c85da7c7747c_64)] | | |
| Consolidated Statements of Stockholders’ Equity | | | [removed: [70](#i656f56cabb364401a7bed88169b09c9c_64)] [added: [69](#ia42b081934074f68ad60c85da7c7747c_67)] | | |
| Notes to Consolidated Financial Statements | | | [removed: [71](#i656f56cabb364401a7bed88169b09c9c_67)] [added: [70](#ia42b081934074f68ad60c85da7c7747c_70)] | | |
(2) Financial Statement Schedules for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
| Schedule I—Condensed Financial Information of Registrant (Parent Company Only) | | | [removed: [121](#i656f56cabb364401a7bed88169b09c9c_190)] [added: [121](#ia42b081934074f68ad60c85da7c7747c_205)] | | |
| Schedule II—Valuation and Qualifying Accounts | | | [removed: [125](#i656f56cabb364401a7bed88169b09c9c_193)] [added: [125](#ia42b081934074f68ad60c85da7c7747c_208)] | | |
| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., [removed: effective](https://www.sec.gov/Archives/edgar/data/0001478242/000156459018002340/iqv-ex31_1304.htm) [April](https://www.sec.gov/Archives/edgar/data/0001478242/000156459018002340/iqv-ex31_1304.htm) [13,](https://www.sec.gov/Archives/edgar/data/0001478242/000156459018002340/iqv-ex31_1304.htm) [2021](https://www.sec.gov/Archives/edgar/data/0001478242/000156459018002340/iqv-ex31_1304.htm).] [added: effective April 1](https://www.sec.gov/Archives/edgar/data/1478242/000147824222000057/iqviaarcertificateofincorp.htm)[2](https://www.sec.gov/Archives/edgar/data/1478242/000147824222000057/iqviaarcertificateofincorp.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1478242/000147824222000057/iqviaarcertificateofincorp.htm)2.] | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 3.1 | | | | | | April [removed: 16,] [added: 14,] 2021 | | |
| 3.2 | | | | | | [Amended and Restated Bylaws of IQVIA Holdings Inc., effective February [removed: 11, 2020](https://www.sec.gov/Archives/edgar/data/0001478242/000156459020004901/iqv-ex32_308.htm).] [added: 13, 2023](https://www.sec.gov/Archives/edgar/data/1478242/000147824223000025/ex31bylaws21323.htm).] | | | | | | | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-35907 | | | | | | [removed: 3.2] [added: 3.1] | | | | | | February [removed: 18, 2020] [added: 13, 2023] | | |
| 4.7 | | | | | | [Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm) [March](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm) [3](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm)[1](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm)[,] [added: dated March 3, 2021,] among IQVIA Inc., as Issuer, U.S. Bank National](https://www.sec.gov/Archives/edgar/data/1478242/000147824221000026/indenturedatedmarch32021.htm) Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors. | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 4.1 | | | | | | March 3, 2021 | | |
| [removed: 10.2] [added: 10.3] | | | | | | [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.](http://www.sec.gov/Archives/edgar/data/1595262/000119312514111498/d628679dex1033.htm) | | | | | | | | | | | | IMS Health S-1/A | | | | | | 333-193159 | | | | | | 10.3 | | | | | | March 24, 2014 | | |
| [removed: 10.3] [added: 10.4] | | | | | | [U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate](http://www.sec.gov/Archives/edgar/data/1595262/000119312514111498/d628679dex1034.htm) 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](http://www.sec.gov/Archives/edgar/data/1595262/000119312514111498/d628679dex1034.htm) Agent. | | | | | | | | | | | | IMS Health S-1/A | | | | | | 333-193159 | | | | | | 10.3 | | | | | | March 24, 2014 | | |
| [removed: 10.4] [added: 10.5] | | | | | | [Stockholders](http://www.sec.gov/Archives/edgar/data/1478242/000119312516574119/d161975dex104.htm) Agreement, dated May 3, 2016, among Quintiles Transnational Holdings [Inc. and the stockholders identified](http://www.sec.gov/Archives/edgar/data/1478242/000119312516574119/d161975dex104.htm) therein. | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.4 | | | | | | May 3, 2016 | | |
| [removed: 10.5†] [added: 10.6†] | | | | | | [Form](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1013.htm) of Director Indemnification Agreement. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.1 | | | | | | April 19, 2013 | | |
| [removed: 10.6] [added: 10.7] | | | | | | [Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings](http://www.sec.gov/Archives/edgar/data/1478242/000119312516728752/d266940dex108.htm) Inc. | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.8 | | | | | | October 3, 2016 | | |
| [removed: 10.7†] [added: 10.8†] | | | | | | [Description](http://www.sec.gov/Archives/edgar/data/1478242/000119312517046709/d321341dex1027.htm) of Non-Employee Director Compensation, effective as of January 1, 2017. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.27 | | | | | | February 16, 2017 | | |
| [removed: 10.8†] [added: 10.9†] | | | | | | [Form](http://www.sec.gov/Archives/edgar/data/1478242/000119312515347049/d84484dex102.htm) of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.2 | | | | | | October 19, 2015 | | |
| [removed: 10.9†] [added: 10.10†] | | | | | | [Quintiles](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1057.htm) Transnational Holdings Inc. Annual Management Incentive Plan. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.57 | | | | | | April 19, 2013 | | |
| [removed: 10.10†] [added: 10.11†] | | | | | | [Quintiles](http://www.sec.gov/Archives/edgar/data/1478242/000119312513062656/d483912dex1017.htm) Transnational Holdings Inc. 2008 Stock Incentive Plan. | | | | | | | | | | | | S-1 | | | | | | 333-186708 | | | | | | 10.17 | | | | | | February 15, 2013 | | |
| [removed: 10.11†] [added: 10.12†] | | | | | | [Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312513062656/d483912dex1018.htm) Plan. | | | | | | | | | | | | S-1 | | | | | | 333-186708 | | | | | | 10.18 | | | | | | February 15, 2013 | | |
| [removed: 10.12†] [added: 10.13†] | | | | | | [Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312513062656/d483912dex1019.htm) Plan. | | | | | | | | | | | | S-1 | | | | | | 333-186708 | | | | | | 10.19 | | | | | | February 15, 2013 | | |
| [removed: 10.13†] [added: 10.14†] | | | | | | [Quintiles](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1022.htm) Transnational Holdings Inc. 2013 Stock Incentive Plan. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.22 | | | | | | April 19, 2013 | | |
| [removed: 10.14†] [added: 10.15†] | | | | | | [Form](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1023.htm) of Award Agreement Awarding Nonqualified Stock Options to Employees under [the Quintiles Transnational Holdings Inc. 2013 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1023.htm) Plan. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.23 | | | | | | April 19, 2013 | | |
| [removed: 10.15†] [added: 10.16†] | | | | | | [Form](http://www.sec.gov/Archives/edgar/data/1478242/000119312514174986/d690912dex102.htm) of Award Agreement Awarding Incentive Stock Options to Employees under the [Quintiles Transnational Holdings Inc. 2013 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312514174986/d690912dex102.htm) Plan. | | | | | | | | | | | | 10-Q | | | | | | 001-35907 | | | | | | 10.2 | | | | | | May 1, 2014 | | |
| [removed: 10.16†] [added: 10.17†] | | | | | | [Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1024.htm) under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.24 | | | | | | April 19, 2013 | | |
| [removed: 10.17†] [added: 10.18†] | | | | | | [Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312513161424/d483912dex1056.htm) Plan. | | | | | | | | | | | | S-1/A | | | | | | 333-186708 | | | | | | 10.56 | | | | | | April 19, 2013 | | |
| [removed: 10.18†] [added: 10.19†] | | | | | | [Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS](http://www.sec.gov/Archives/edgar/data/1478242/000119312517046709/d321341dex1041.htm) Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.41 | | | | | | February 16, 2017 | | |
| [removed: 10.19†] [added: 10.20†] | | | | | | [Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational](http://www.sec.gov/Archives/edgar/data/1478242/000119312513455035/d631973dex101.htm) Holdings Inc. 2013 Stock Incentive Plan prior to February 2015. | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.1 | | | | | | November 26, 2013 | | |
| [removed: 10.20†] [added: 10.21†] | | | | | | [Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational](http://www.sec.gov/Archives/edgar/data/1478242/000119312515045845/d831296dex1034.htm) Holdings Inc. 2013 Stock Incentive Plan effective February 2015. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.34 | | | | | | February 12, 2015 | | |
| [removed: 10.21†] [added: 10.22†] | | | | | | [Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive](http://www.sec.gov/Archives/edgar/data/1478242/000119312515045845/d831296dex1035.htm) Plan. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.35 | | | | | | February 12, 2015 | | |
| [removed: 10.22†] [added: 10.23†] | | | | | | [Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February](http://www.sec.gov/Archives/edgar/data/1478242/000119312517046709/d321341dex1045.htm) 2017. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.45 | | | | | | February 16, 2017 | | |
| [removed: 10.23†] [added: 10.24†] | | | | | | [Form of Restricted Stock Award Agreement under the Quintiles Transnational](https://www.sec.gov/Archives/edgar/data/1478242/000156459016027145/q-ex103_912.htm) Holdings Inc. 2013 Stock Incentive Plan. | | | | | | | | | | | | 10-Q | | | | | | 001-35907 | | | | | | 10.3 | | | | | | November 3, 2016 | | |
| [removed: 10.24†] [added: 10.25†] | | | | | | [Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS](https://www.sec.gov/Archives/edgar/data/1478242/000119312517046709/d321341dex1047.htm) Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.47 | | | | | | February 16, 2017 | | |
| [removed: 10.25†] [added: 10.26†] | | | | | | [Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan](https://www.sec.gov/Archives/edgar/data/1478242/000119312516728752/d266940dex107.htm). | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.7 | | | | | | October 3, 2016 | | |
| [removed: 10.26†] [added: 10.27†] | | | | | | [IMS](http://www.sec.gov/Archives/edgar/data/1595262/000119312514000659/d628679dex1010.htm) Health Incorporated Defined Contribution Executive Retirement Plan, as amended [and](http://www.sec.gov/Archives/edgar/data/1595262/000119312514000659/d628679dex1010.htm) restated. | | | | | | | | | | | | IMS Health S-1 | | | | | | 333-193159 | | | | | | 10.10 | | | | | | January 2, 2014 | | |
| [removed: 10.27†] [added: 10.28†] | | | | | | [First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17,](http://www.sec.gov/Archives/edgar/data/1595262/000119312514000659/d628679dex1012.htm) 2009. | | | | | | | | | | | | IMS Health S-1 | | | | | | 333-193159 | | | | | | 10.12 | | | | | | January 2, 2014 | | |
| 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.](https://www.sec.gov/Archives/edgar/data/1478242/000119312522175628/d297970dex101.htm) | | | | | | | | | | | | 8-K | | | | | | 001-35907 | | | | | | 10.1 | | | | | | June 16, 2022 | | |
| 10.59† | | | | | | [Letter Agreement between the Company and Costa Panagos, effective on April 1, 2022](https://www.sec.gov/Archives/edgar/data/1478242/000147824223000044/ex-10591231202210xk.htm). | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10.56† | | | | | | [Letter Agreement between the Company and W. Richard Staub, III, effective on November 30, 2016.](https://www.sec.gov/Archives/edgar/data/1478242/000119312517046709/d321341dex10104.htm) | | | | | | | | | | | | 10-K | | | | | | 001-35907 | | | | | | 10.104 | | | | | | February 16, 2017 | | |
An excerpt. Shown here: 40 of 74 rewritten, all 2 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary
66 rewritten, 10 added, 7 removed, 91 unchanged
Date: February [removed: 16, 2022][added: 15, 2023]
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 [removed: indicated][added: indicated.]
| /s/ Ari Bousbib | | | | | | [removed: Chairman,] [added: Chairman] and Chief Executive Officer; Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ Ronald E. Bruehlman | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ [removed: Emmanuel N. Korakis] [added: Keriann Cherofsky] | | | | | | Senior Vice President, Chief Accounting [removed: Officer,] [added: Officer and] Corporate Controller [removed: and Treasurer] | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| [removed: Emmanuel N. Korakis] [added: Keriann Cherofsky] | | | | | | (Principal Accounting Officer) | | | | | | | | |
| /s/ Carol J. Burt | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ John P. Connaughton | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ John G. Danhakl | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ James A. Fasano | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ Colleen A. Goggins | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ John M. Leonard, M.D. | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ Todd B. Sisitsky | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ Sheila A. Stamps | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| /s/ Leslie Wims Morris | | | | | | Director | | | | | | February [removed: 16, 2022] [added: 15, 2023] | | |
| (in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Equity in earnings of subsidiary, net of tax | | | | | | [removed: $] [added: $] | [removed: 966] [added: 1,091] | | | | | $ | [removed: 279] [added: 966] | | | | | $ | [removed: 191] [added: 279] | |
| Net income | | | | | | [removed: 966] [added: 1,091] | | | | | | [removed: 279] [added: 966] | | | | | | [removed: 191] [added: 279] | | |
| Equity in other comprehensive (loss) income of subsidiary, net of tax | | | | | | [removed: (191)] [added: (321)] | | | | | | [removed: 106] [added: (191)] | | | | | | [removed: (87)] [added: 106] | | |
| Comprehensive income | | | | | | [removed: $] [added: $] | [removed: 775] [added: 770] | | | | | $ | [removed: 385] [added: 775] | | | | | $ | [removed: 104] [added: 385] | |
| (in millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Cash and cash equivalents | | | | | | $ | 2 | | | | | $ | [removed: 1] [added: 2] | |
| Total current assets | | | | | | 2 | | | | | | [removed: 1] [added: 2] | | |
| Investment in subsidiary | | | | | | 9,667 | | | | | | [removed: 9,666] [added: 9,667] | | |
| Total assets | | | | | | $ | 9,669 | | | | | $ | [removed: 9,667] [added: 9,669] | |
| Investment in subsidiary | | | | | | $ | [removed: 3,625] [added: 3,902] | | | | | $ | [removed: 3,664] [added: 3,625] | |
| Total liabilities | | | | | | [removed: 3,627] [added: 3,904] | | | | | | [removed: 3,666] [added: 3,627] | | |
| Common stock and additional paid-in capital, 400.0 shares authorized as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] $0.01 par value, [removed: 255.8] [added: 256.4] shares issued and [removed: 190.6] [added: 185.7] shares outstanding as of December 31, [removed: 2021; 254.7] [added: 2022; 255.8] shares issued and [removed: 191.2] [added: 190.6] shares outstanding as of December 31, [removed: 2020] [added: 2021] | | | | | | [removed: 10,777] [added: 10,898] | | | | | | [removed: 11,095] [added: 10,777] | | |
| Retained earnings | | | | | | [removed: 2,243] [added: 3,334] | | | | | | [removed: 1,277] [added: 2,243] | | |
| Treasury stock, at cost, [removed: 65.2] [added: 70.7] and [removed: 63.5] [added: 65.2] shares as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | | | | [removed: (6,572)] [added: (7,740)] | | | | | | [removed: (6,166)] [added: (6,572)] | | |
| Accumulated other comprehensive loss | | | | | | [removed: (406)] [added: (727)] | | | | | | [removed: (205)] [added: (406)] | | |
| Total stockholders’ equity | | | | | | [removed: 6,042] [added: 5,765] | | | | | | [removed: 6,001] [added: 6,042] | | |
| Total liabilities and stockholders’ equity | | | | | | $ | 9,669 | | | | | $ | [removed: 9,667] [added: 9,669] | |
| Net Income | | | | | | $ | [removed: 966] [added: 1,091] | | | | | $ | [removed: 279] [added: 966] | | | | | $ | [removed: 191] [added: 279] | |
| Equity in earnings of subsidiary | | | | | | [removed: (966)] [added: (1,091)] | | | | | | [removed: (279)] [added: (966)] | | | | | | [removed: (191)] [added: (279)] | | |
| Other operating assets and liabilities | | | | | | [removed: (1)] [added: 1] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |
| Net cash (used in) provided by operating activities | | | | | | [removed: (1)] [added: 1] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |
| Investment in subsidiary, net of dividends received | | | | | | [removed: 467] [added: 1,238] | | | | | | [removed: 477] [added: 467] | | | | | | [removed: 951] [added: 477] | | |
| Net cash provided by investing activities | | | | | | [removed: 467] [added: 1,238] | | | | | | [removed: 477] [added: 467] | | | | | | [removed: 951] [added: 477] | | |
| [removed: (Payments) proceeds] [added: Payments] related to employee stock option plans | | | | | | [removed: (59)] [added: (71)] | | | | | | [removed: (44)] [added: (59)] | | | | | | [removed: 11] [added: (44)] | | |
| | | | | | | | | | | | | | | |
| (in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| Paid in October 2022 | | | | | | 40 | | |
| Paid in July 2022 | | | | | | 100 | | |
| Paid in May 2022 | | | | | | 303 | | |
| Paid in April 2022 | | | | | | 2 | | |
| Paid in March 2022 | | | | | | 125 | | |
| Paid in January 2022 | | | | | | 20 | | |
| Total paid in 2022 | | | | | | $ | 1,239 | |
| December 31, 2022 | | | | | | $ | 294 | | | | | $ | (27) | | | | | $ | — | | | | | $ | (10) | | | | | $ | 257 | |
| /s/ Ronald A. Rittenmeyer | | | | | | Director | | | | | | February 16, 2022 | | |
| Ronald A. Rittenmeyer | | | | | | | | | | | | | | |
The 2019 statement of cash flow presentation has been revised to conform with current period presentation.
| Paid in May 2019 | | | | | | 140 | | |
| Paid in March 2019 | | | | | | 141 | | |
| Total paid in 2019 | | | | | | $ | 959 | |
| December 31, 2019 | | | | | | $ | 226 | | | | | $ | 40 | | | | | $ | — | | | | | $ | — | | | | | $ | 266 | |
An excerpt. Shown here: 40 of 66 rewritten, all 10 added and all 7 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2022 filing and the FY2021 filing.