UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001-35907
IQVIA HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
27-1341991
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification Number)
2400 Ellis Rd., Durham, North Carolina 27703
(Address of principal executive office and Zip Code)
(919) 998-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
IQV
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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 28, 2024, the last business day of the registrant’s most recently completed second quarter, was
approximately $38.2 billion.
As of February 5, 2025, there were approximately 176.1 million shares of the registrant’s common stock outstanding.
Portions of the registrant’s Proxy Statement for the 2025 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, 2024.
IQVIA HOLDINGS INC.
FORM 10-K
TABLE OF CONTENTS
Item
Page
PART I
1.
Business
5
1A.
Risk Factors
19
1B.
Unresolved Staff Comments
44
1C.
Cybersecurity
45
2.
Properties
46
3.
Legal Proceedings
46
4.
Mine Safety Disclosures
46
PART II
47
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
47
6.
[Reserved]
49
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
49
7A.
Quantitative and Qualitative Disclosures About Market Risk
65
8.
Financial Statements and Supplementary Data
67
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
116
9A.
Controls and Procedures
116
9B.
Other Information
116
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
116
PART III
117
10.
Directors, Executive Officers and Corporate Governance
117
11.
Executive Compensation
118
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
118
13.
Certain Relationships and Related Transactions and Director Independence
119
14.
Principal Accountant Fees and Services
119
PART IV
120
15.
Exhibits and Financial Statement Schedules
120
Exhibit Index
121
16.
Form 10-K Summary
124
Signatures
124
FORWARD-LOOKING STATEMENTS
Except for any historical information contained herein, the matters discussed or incorporated by reference in this Annual
Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Such forward-looking statements reflect, among other things, our current expectations, our forecasts and our
anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied
by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be
forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “assumes,” “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “may,” "forecasts," “plans,” “projects,” “should,” “seeks,” “sees,” “targets,” “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 control; 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 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
number or scope of 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 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.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described
in Part I, Item 1A, “Risk Factors.” If one or more of these risks or uncertainties materialize, or if underlying assumptions prove
incorrect, our actual results may vary materially from those expected, estimated or projected or as otherwise suggested by the forward-
looking statements that we make for a number of reasons. Given these uncertainties, users of the information included or incorporated
by reference in this Annual Report on Form 10-K, including investors and prospective investors, are cautioned not to place undue
reliance on such forward-looking statements. All forward-looking statements are made only as of the date hereof. We assume no
obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-
looking information.
GENERAL
When we use the terms “IQVIA,” the “Company,” “we,” “us” or “our” in this Annual Report on Form 10-K, we mean IQVIA
Holdings Inc. and its subsidiaries on a consolidated basis, unless we state or the context implies otherwise.
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INDUSTRY AND MARKET DATA
This Annual Report on Form 10-K includes market data and forecasts with respect to the healthcare industry. In some cases,
we rely on and refer to market data and certain industry forecasts that were obtained from third party surveys, market research,
consultant surveys, publicly available information and industry publications and surveys that we believe to be reliable. However, we
have not independently verified data from industry analyses and cannot guarantee their accuracy or completeness. We believe that data
regarding the industry, market size and market position and market share within such industry provide general guidance but are
inherently imprecise. Other industry and market data included in this annual report are from IQVIA analyses and have been identified
accordingly, including, for example, IQVIA Market Prognosis, which is a subscription-based service that provides five-year
pharmaceutical market forecasts at the national, regional and global levels. We are a leading global information provider for the
healthcare industry and we maintain databases, produce market analyses and deliver information to clients in the ordinary course of our
business. Our information is widely referenced in the industry and used by governments, payers, academia, the life sciences industry,
the financial community and others. Most of this information is available on a subscription basis. Other reports and information are
available publicly through our IQVIA Institute for Human Data Science (the “IQVIA Institute”). All such information is based upon
our own market research, internal databases and published reports and has not been verified by any independent sources. Our estimates
and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in Part I,
Item IA, “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates and
assumptions.
TRADEMARKS AND SERVICE MARKS
All trademarks, trade names, product names, graphics and logos of IQVIA contained herein are trademarks or registered
trademarks of IQVIA Holdings Inc. or its subsidiaries, as applicable, in the United States and/or other countries. All other party
trademarks, trade names, product names, graphics and logos contained herein are the property of their respective owners. The use or
display of other parties’ trademarks, trade names, product names, graphics or logos is not intended to imply, and should not be
construed to imply, a relationship with, or endorsement or sponsorship of IQVIA Inc. or its subsidiaries by such other party.
Solely for convenience, the trademarks, service marks and trade names referred to in this annual report are listed without the
®, (sm) and (TM) symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and trade names.
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PART I
Item 1. Business
Our Company
IQVIA is a leading global provider of clinical research services, commercial insights and healthcare intelligence to the life
sciences and healthcare industries. IQVIA’s portfolio of solutions are powered by IQVIA Connected Intelligence™ to deliver
actionable insights and services built on high-quality health data, Healthcare-grade AI™, advanced analytics, the latest technologies
and extensive domain expertise. We are committed to using artificial intelligence ("AI") responsibly, ensuring that our AI-powered
capabilities are grounded in privacy, regulatory compliance, and patient safety. With approximately 88,000 employees in over 100
countries, including experts in healthcare, life sciences, data science, technology and operational excellence, we are dedicated to
accelerating the development and commercialization of innovative medical treatments to help improve patient outcomes and
population health worldwide.
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.
We have one of the largest and most comprehensive collections of healthcare information in the world, which includes more
than 1.2 billion comprehensive, longitudinal, non-identified patient records spanning sales, prescription and promotional data, medical
claims, electronic medical records, genomics, and social media. Our scaled and growing information set contains approximately 64
petabytes of unique 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 approximately 90% of the world’s pharmaceuticals, as measured
by 2023 sales. We standardize, curate, structure and integrate this information by applying our sophisticated analytics and leveraging
our global technology infrastructure. This helps our clients run their organizations more efficiently and make better decisions to
improve their clinical, commercial and financial performance. We have developed a comprehensive portfolio of intelligent, actionable
information offerings over a period of many years through innovation, expertise and hard work that differentiates our capabilities to
support customers throughout the world.
We combine our proprietary information assets with advanced analytics, transformative technology and domain expertise to
develop clinical and commercial capabilities that enable us to grow our relationships with healthcare stakeholders throughout the life
science’s value chain. This set of capabilities includes:
•
A leading healthcare-specific global IT infrastructure, representing what we believe is one of the largest and most
sophisticated information technology (“IT”) infrastructures in healthcare. We receive approximately 120 billion
healthcare records annually, and our infrastructure then connects complex healthcare data while applying a wide
range of privacy, security, operational, legal and contractual protections for data in response to local law, supplier
requirements and industry leading practices;
•
Analytics-driven clinical development, which improves clinical trial design, site identification and patient
recruitment by empowering therapeutic, scientific, and domain experts with expansive levels of information,
including product level tracking in 95 markets, and information about treatments and outcomes on more than 1.2
billion unique non-identified patient records globally;
•
Robust real world solutions ecosystem, with sophisticated retrospective database analytics, prospective real world
data collection technology platforms and scientific expertise, which enables us to address critical healthcare issues
of cost, value and patient outcomes;
•
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, multi-channel marketing and performance management;
5
•
Integration of information, analytics, technology, and domain expertise through IQVIA 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 decentralized trials and
global real-world evidence networks; and
•
A staff of approximately 88,000 employees across the globe, including over 29,000 Technology & Analytics
Solutions employees, approximately 49,000 Research & Development Solutions employees and approximately
6,000 Contract Sales & Medical Solutions employees.
Our Market Opportunity
We compete in a market of approximately $330 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. The following sets forth our estimates for the size of our principal markets:
•
Outsourced research and development: Biopharmaceutical spending on drug development totaled approximately
$194 billion in 2024. Of that amount, we estimate that our addressable opportunity (clinical development spending
excluding preclinical spending) was approximately $155 billion. The portion of this addressable opportunity that
was outsourced in 2024, based on our estimates, was approximately $73 billion.
•
Real-World Evidence and connected health: Total addressable market of approximately $85 billion in 2024 that
consists of tightly coupled life sciences and healthcare markets. First, the life sciences market for Real-World
Evidence of approximately $30 billion includes post-launch evidence generation, market access, and medical
affairs. Second, the addressable opportunity for connected healthcare is approximately $55 billion, and includes
areas such as revenue cycle management, payer & provider analytics and clinical decision support services.
•
Technology enabled commercial operations: Total addressable market of approximately $82 billion in 2024 that
includes information, data warehousing, IT outsourcing, software applications and other services in the broader
market for IT services. This addressable opportunity also includes commercial services such as recruiting, training,
deploying and managing global sales forces, channel management, patient engagement services, market access
consulting, brand communication, advisory services, and health information analytics and technology consulting.
In deriving estimates of the size of the various markets described above, we review third-party sources, which include
estimates and forecasts of spending in various segments, in combination with internal IQVIA research and analysis informed by our
experience serving these segments, as well as projected growth rates for each of these segments. See “Industry and Market Data”
above.
We believe there are six key trends affecting our end markets that will create increasing demand for research and
development services, technology & analytics solutions and contract sales and medical solutions:
Growth and innovation in the life sciences industry. The life sciences industry is a large and critical part of the global
healthcare system and, according to the latest information available from the IQVIA Market Prognosis service, is estimated to have
generated approximately $1.73 trillion in revenues in 2024. 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 2029. The growth
of emerging markets demonstrates their strategic importance to global life sciences organizations along with the emergence of local
and regional companies with similar operational and informational needs. We expect all of these organizations to apply a high degree
of sophistication to their commercial operations in these countries, especially as some begin to emerge as sources of original innovative
products. For global companies, this requires highly localized knowledge and information assets, the development of market access
strategies and performance benchmarking. In addition, local players are learning that they need to compete on the basis of improved
information and analytics.
6
Growth in Research and Development. Spending trends in research and development are impacted as a result of several
factors, including major biopharmaceutical companies’ efforts to replenish revenues lost from the so-called “patent cliff,” increased
access to capital by the small and midcap biotechnology industry, and recent increases in pharmaceutical approvals by regulatory
authorities. The IQVIA Institute also estimates that approximately 350 new molecular entities (“NMEs”) are expected to be approved
between 2025 and 2029, or 70 per year compared to 61 per year on average during the past decade. We believe that further research
and development spending, combined with the continued need for cost efficiency across the healthcare landscape, will continue to
create opportunities for biopharmaceutical services companies, particularly those with a global reach and broad service offerings, to
help biopharmaceutical companies with their pre- and post-launch solutions development and commercialization needs. 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.
Increased Complexity in Research and Development. Biopharmaceutical companies face environments in which it has
become increasingly difficult to operate. Improved standards of care in many therapeutic areas and the emergence of new types of
therapies, such as biologics, genetically targeted therapies, gene and stem cell therapies, and other treatment modalities have led to
more complex development and regulatory pathways. We believe that our global clinical development capabilities, including our
expertise in biomarkers and genomics and our global laboratory network, position us well to help biopharmaceutical companies
manage the complexities inherent in an environment where this type of expertise is important. For example, IQVIA Connected
Intelligence helps us validate protocols to ensure studies in new disease areas have greater accuracy and also enables us, through
innovations such as predictive analytics, to find patients who may not have been diagnosed.
Regulators require clinical trials to involve local populations as part of the process for approving new pharmaceutical
products, especially in certain Asian and emerging markets. Understanding the epidemiological and physiological differences in
different ethnic populations and being able to conduct clinical trials locally in certain geographies will be important to pharmaceutical
product growth strategies, both for multinational and local/regional biopharmaceutical companies. We believe that our global clinical
development capabilities and unmatched presence in Asia and other emerging markets make us a strong partner for biopharmaceutical
companies managing the complexities of international drug development.
Financial pressures driving the need for increased efficiency. Despite expected accelerating growth in the global life
sciences market, we believe our clients will face increased operating margin pressure due to their changing product mix, pricing and
reimbursement challenges, and rising costs of compliance. Product portfolios for life sciences companies have shifted toward specialty
products with lower peak market sales potential than traditional primary care medicines. We believe that the need for
biopharmaceutical companies to maximize productivity and lower costs across their processes from research and development through
commercial operations will cause them to look to partners as they enter into outsourcing arrangements to improve efficiency. Further,
our clients are looking for new ways to simplify processes and drive operational efficiencies by using automation, consolidating
vendors and adopting new technology options such as hosted and cloud-based applications. This provides opportunities for technology
services vendors to capture and consolidate the internal spending of life sciences companies by providing lower-cost and variable-cost
options that lower clients’ research and development, selling, marketing and administrative costs.
Evolving need to integrate and structure expanding sources of data. Over the past decade, many health systems around the
world have focused on digitizing medical records. While such records theoretically enhance access to data, relevant information is
often unintegrated, unstructured, siloed in disparate software systems, or entered inconsistently. In addition, new sources of data from
the internet, such as social media and information on limited patient pools, and information resulting from enhanced diagnostic
technologies are creating new sources of healthcare data.
In order to derive valuable insights from existing and expanding sources of information, clients need access to statistically
significant data sets organized into databases that can be queried and analyzed. For example, real-world evidence studies demonstrate
practical and clinical effectiveness, which can require the aggregation and integration of large clinical data sets across multiple care
settings, types of therapies and patient cohorts. Longitudinal studies require analysis of non-identified patient diagnoses, treatments,
procedures and laboratory test results to identify types of patients that will likely best respond to particular therapies. Finally,
manufacturers also can require the ability to analyze social media activity to identify unmet patient needs and support for new orphan
drugs. This information is highly relevant to all healthcare stakeholders and we believe the opportunity to more broadly apply
healthcare data can only be realized through structuring, organizing and integrating new and existing forms of data in conjunction with
sophisticated analytics.
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Need for demonstrated value in healthcare. Participants in the healthcare industry are focused on improving quality and
reducing costs, both of which require assessment of quality and value of therapies and providers. As a result, physicians no longer
make prescribing decisions in isolation, but rather in the context of guidance and rules from payers, integrated delivery networks and
governments. We believe life sciences companies are working to bring alignment across constituents on the value of their treatments in
order to successfully develop and commercialize new therapies and improve lives of patients.
There is increasing pressure on life sciences companies to support and justify the value of their therapies. Many new drugs
that are being approved are more expensive than existing therapies and will likely receive heightened scrutiny by regulators and payers
to determine whether the existing treatment options would be sufficient. Additionally, many new specialty drugs are molecular-based
therapies and require a more detailed understanding of clinical factors and influencers that demonstrate therapeutic value. As a result,
leading life sciences companies are utilizing more sophisticated outcome research and data analytics services.
We believe we are well positioned to take advantage of these global trends in healthcare. Beyond our proprietary information
assets, we have developed key capabilities to assess opportunities to develop and commercialize therapies, support and defend the
value of medicines and help our clients operate more efficiently through the application of our clinical, scientific and operational
knowledge as well as our insight-driven decision-making and cost-efficient technology solutions.
Our Growth Strategy
We believe we are well positioned for continued growth across the markets we serve. Our strategy for achieving growth
includes:
Continue to innovate through our IQVIA Connected Intelligence by leveraging our information, advanced analytics,
transformative technology and significant domain expertise. As a leader in the development and commercialization of new
pharmaceutical therapies, we can empower our therapeutic, scientific and domain experts with expansive levels of information
including product level tracking in 95 markets and information about treatments and outcomes on more than 1.2 billion unique non-
identified patient records. 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 decentralized trials. We transform Real World Evidence by linking prospective and retrospective approaches and
introduce innovation such as secondary control arms, which can eliminate the need for a placebo group. We bring best in class
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 approximately $330 billion in 2024. Through the combined offerings of research
and development and commercial services we built a platform that allows us to be a more complete partner to our clients.
Expand the penetration of our offerings to the broader healthcare marketplace. We believe that substantial opportunities
exist to use our existing technology and domain expertise to serve additional healthcare stakeholders (payers, providers, healthcare
professionals, governments, non-governmental organizations) to quantify and optimize cost of care delivery; provide registry
technology to professional association and patient communities and support healthcare providers with system implementation and
platform migration.
Expand portfolio through strategic acquisitions. We have and expect to continue to acquire assets and businesses that
strengthen our value proposition to clients. We have developed an internal capability to source, evaluate and integrate acquisitions that
have created value for stockholders. As the global healthcare landscape evolves, we expect that there will be a growing number of
acquisition opportunities across the life sciences, payer and provider sectors. We expect to continue to invest in or explore
opportunities for strategic acquisitions to grow our platform and enhance our ability to provide more services to our clients.
Our Offerings
We offer hundreds of distinct services, applications, technology platforms and solutions to help our clients make critical
decisions and perform better. We have three reportable segments: Technology & Analytics Solutions, Research & Development
Solutions and Contract Sales & Medical Solutions. Their offerings complement each other and can provide enhanced value to our
clients when delivered together, with each driving demand for the other.
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Our Technology & Analytics Solutions offerings include:
Technology platforms. We provide an extensive range of cloud-based applications and associated implementation services.
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. These solutions are used by
healthcare companies to manage, optimize and execute their clinical and commercial strategies in an orchestrated manner while
addressing their regulatory obligations. Using proprietary algorithms, we combine our country-level data, healthcare expertise and
therapeutic knowledge in over 100 countries to create our Global Market Insight family of offerings such as MIDAS, Analytics Link
and Disease Insights, which provides a leading source of insight into international market dynamics and are used by most large
pharmaceutical companies.
Real World Solutions. We enable life sciences and provider customers to generate and disseminate evidence in a cost-
efficient manner which informs health care decision making and ultimately improves patients’ outcomes. Our use of a wide range of
privacy and security safeguards protect non-identified patient-level medical claims, prescriptions, electronic medical records,
genomics, patient reported outcome and social media data. Our scaled information networks include more than 1.2 billion unique non-
identified patient records globally, as well as access to profiles of over 4,100 real world data assets in more than 100 countries uniquely
facilitating data discoverability for healthcare research via the IQVIA Health Data Catalog. We technology-enable these data flows by
harmonizing them to common data models and loading them onto our proprietary evidence platforms for secure access by our
customers. We provide access to deep clinical data in Oncology, Rare Disease, and other specialty areas. Our Natural Language
Processing capabilities help us create structured data from unstructured clinical notes and the published literature, and provide
accredited independent medical educational content. We help our global customers across payers, providers, governments, and
biopharmaceutical companies to answer critical questions about healthcare interventions related to safety, effectiveness, and value. We
also bring together stakeholders across healthcare to collaborate in efforts to develop new information sources, more effective
reimbursement models, and better patient outcomes.
Analytics and consulting services. We provide a broad set of strategic and implementation consulting services, including
advanced analytics and commercial processes outsourcing services to help the commercial operations of life sciences companies
successfully transform their commercial models, engage more effectively with healthcare stakeholders and reduce their operating costs.
We also help our client’s 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 research and development strategy, portfolio, brand and commercial strategy, as well as pricing and market
access and launch excellence.
Information offerings. Our national offerings comprise unique services in over 100 countries that provide consistent country
level performance metrics related to sales of pharmaceutical products, prescribing trends, medical treatment and promotional activity
across multiple channels including retail, hospital and mail order. Our sub-national offerings comprise unique services in over 70
countries that provide a consistent measurement of sales or prescribing activity at the regional, zip code and individual prescriber level
(depending on regulation in the relevant country). Our widely used reference database tracks over 25 million healthcare professionals
in over 100 countries, providing a comprehensive view of health care practitioners that is critical for the commercial success of our
clients’ marketing and sales initiatives.
Our Research & Development Solutions offerings include:
Project Management and Clinical Monitoring. Drawing upon our years of experience, our site databases, our site
relationships and our highly trained staff, our solutions and services enables the efficient conduct and coordination of multi-site clinical
trials (generally Phase II-IV). Our service offerings include protocol design, feasibility and operational planning, site start up, patient
recruitment and clinical site monitoring. By infusing technology into field-based monitoring, we are able to reduce data collection steps
and time.
Clinical Trial Support Services. Each clinical trial requires a number of concurrent services and data streams. We offer a
broad range of functional services and consultation to support clinical trials through specialized expertise that help clients efficiently
collect, analyze and report the quality data and evidence they need to gain regulatory approval.
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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 services.
Strategic Planning and Design. By bringing our data science capabilities to our strategic planning and design services, we
offer consultation services to improve decisions and performance including portfolio, program and protocol planning and design,
biomarker consultation, benefit-risk management, regulatory affairs, biostatistics, modeling and simulation, and personalized medicine.
Patient and Site Centric Solutions. A comprehensive suite of technology and site support services which create custom
strategies to engage and retain patients. Included is our site management organization Avacare Clinical Research Network, which
orchestrates the activities of over 200 investigators and extends solutions to patients across more than 20 therapeutic indications in
nearly 40 locations. Additionally, our decentralized approaches and technologies support sites and sponsors through direct-to-patient
recruitment, remote nursing, data entry, and study coordinator resources. Our solutions reduce study burden and foster a supportive,
patient-centric journey.
Our Contract Sales & Medical Solutions offerings include:
Health Care Provider Engagement Services. We partner with biopharmaceutical companies and other life sciences providers
(e.g., medical device companies) to develop and deploy tailored stakeholder engagement solutions, including contract sales and market
access professionals, which are focused on product sales and improving brand value at all stages of the product lifecycle from initial
market entry to brands nearing patent expiry.
Patient Engagement Services. Our nurse-based programs directly engage with patients to help improve their disease and
medication understanding through interventional and non-interventional support, while also providing assistance in navigating complex
reimbursement coverage issues. Our patient engagement services combine insight from clinical trials and social listening, behavioral
design, personal and innovative eHealth multichannel interactions across multiple sites (e.g., the physician’s office, hospital, pharmacy,
home), that act as an extension of the Health Care Provider prescribed treatment course which can lead to improved adherence and
better overall outcomes.
Medical Services. We provide a range of medical services and scientific strategy to help biopharmaceutical companies plan
and transition from the clinical trial setting to commercialization. Beginning in the clinical trial stage, our services can deploy
educators to clinical trial sites to accelerate patient recruitment and improve retention, assist in translation of complex clinical trial data
into a compelling scientific platform and publication strategy, and, provide field medical teams to facilitate scientific engagement with
key opinion leaders and healthcare decision makers, before and after product approval.
Our Clients
Sales to companies in life sciences, including pharmaceutical companies, biotechnology companies, device and diagnostic
companies, and consumer health companies, account for the majority of our revenues. Nearly all of the top 100 global pharmaceutical
and biotechnology companies, measured by revenues, are clients, and many of these companies subscribe to reports and services in
many countries. Other clients include payers, government and regulatory agencies, providers, pharmaceutical distributors, and
pharmacies. Our client base is broad in scope and enables us to avoid dependence on any single client. No single client accounted for
10% or more of our total Company revenues in 2024, 2023 or 2022. For the year ended December 31, 2024 the largest client based on
its percentage of total Company revenues contributed approximately 5%.
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Our Competition
Our Technology & Analytics Solutions business competes with a broad and diverse set of businesses. While we believe no
competitor provides the combination of geographical reach and breadth of our services, we generally compete in the countries in which
we operate with other information, analytics, technology, services and consulting companies, as well as with the in-house capabilities
of our clients. Also, we compete with certain government agencies, private payers and other healthcare stakeholders that provide their
data directly to others. In addition to country-by-country competition, we have a number of regional and global competitors in the
marketplace as well. Our offerings compete with various firms, including Accenture, Aetion, Panalgo (a Norstella company),
Cognizant Technology Solutions, Deloitte, Pharmaceutical Product Development, Inc. (part of Thermo Fisher Scientific Inc.), Relx,
IBM, Infosys, Oracle Health, McKinsey, NielsenIQ, Optum Insight (part of UnitedHealth Group), Parexel International Corporation,
Press Ganey, RTI Health Solutions, ICON plc, Definitive Healthcare, Cegedim, Tempus, Merative, CompuGroup Medical, Medidata
(Part of Dassault Systèmes), Clarivate, Veeva, and ZS Associates. We also compete with a broad range of new entrants and start-ups
that are looking to bring new technologies and business models to healthcare information services and technology services.
The markets for Research & Development Solutions offerings are highly competitive, and we compete against traditional
clinical research organizations (“CROs”), the in-house research and development departments of biopharmaceutical companies,
universities, and teaching hospitals. Among the traditional CROs, there are thousands of small, limited-service providers, several
medium-sized firms and only a few full-service companies with global capabilities. Some of our larger competitors include ICON plc,
Parexel International Corporation, Pharmaceutical Product Development, Inc., and Syneos Health, among others.
Our Contract Sales & Medical Solutions business competes against the in-house sales and marketing departments of
biopharmaceutical companies, other contract pharmaceutical sales and service organizations and consulting firms. Contract Sales &
Medical Solutions’ primary competitors in the United States are Syneos Health, Amplity Health, Eversana and Inizio. Outside of the
United States, Contract Sales & Medical Solutions typically competes against single country or more regionally focused service
providers, such as Inizio, Syneos Health, EPS Corporation, Uniphar, and CMIC HOLDINGS Co., Ltd.
Sustainability
We are committed to sustainable practices that further our corporate mission of accelerating innovation for a healthier world.
Our sustainable business practices are organized under three pillars — People, Public and Planet. For further information on our
sustainability program and achievements, see our 2024 Sustainability Report (the "2024 Sustainability Report"), which will be
available on our website at https://www.iqvia.com/about-us/sustainability. Information in the 2024 Sustainability 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 sustainability information, the 2024 Sustainability 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 2024 Sustainability Report also discusses our risks and opportunities related to
environmental events and natural disasters in accordance with the recommended disclosures of the Task Force on Climate-related
Financial Disclosures ("TCFD").
Government Regulation
Many aspects of our businesses are regulated by federal and state laws, rules and regulations. Accordingly, we maintain a
robust compliance program aimed at ensuring we operate our business in compliance with all existing legal requirements material to
the operation of our businesses. There are, however, occasionally uncertainties involving the application of various legal requirements,
the violation of which could result in, among other things, fines or other sanctions. See Part I, Item 1A, "Risk Factors” for additional
detail.
Good Clinical Practice
Good Clinical Practice (“GCP”) regulations and guidelines are the industry standard for the conduct of clinical trials with
respect to maintaining the integrity of the data and safety of the research subjects. The United States Food and Drug Administration
(“FDA”), the European Medicines Agency (“EMA”), Japan’s Ministry of Health, Labor and Welfare and most other global regulatory
authorities expect that study results and data submitted to such authorities be based on clinical trials conducted in accordance with GCP
provisions. Records for clinical trials must be maintained for specified periods for inspection by the FDA and other regulators.
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Regulation of Drugs, Biologics and Medical Devices
In the United States, pharmaceutical, biological and medical device products are subject to extensive regulation by the FDA.
The Federal Food, Drug, and Cosmetic Act (FDC Act), the Public Health Service Act (PHS Act), and other federal and state statutes
and regulations govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval,
labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of
pharmaceutical, biological and medical device products. Failure to comply with applicable United States requirements may subject a
company to a variety of administrative or judicial sanctions, such as FDA refusal to approve a pending new drug application (NDA) for
a new drug, a biologics license application (BLA) for a new biological product, pre-market approval (PMA) or clearance for a new
medical device, warning or untitled letters, clinical holds, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, civil penalties, and criminal prosecution.
Regulation of Patient Information
Our information management services relate to the processing of information regarding patient diagnosis and treatment of
disease and are, therefore, subject to substantial governmental regulation. In addition, the confidentiality of patient-specific information
and the circumstances under which such patient-specific records may be released for inclusion in our databases or used in other aspects
of our business is heavily regulated. Federal, state and foreign governments are contemplating or have proposed or adopted additional
legislation governing the possession, use and dissemination of personal data, such as personal health information and personal financial
data, as well as security breach notification rules for loss or theft of such data. Additional legislation or regulation of this type might,
among other things, require us to implement additional security measures and processes or bring within the legislation or regulation de-
identified health or other data, each of which may require substantial expenditures or limit our ability to offer some of our services.
In particular, personal health information is recognized in many countries or regions such as the United States, the European
Union (EU), Latin America, Asia and others, as a special, sensitive category of personal information, subject to additional mandatory
protections. Violations of data protection regulations are subject to administrative penalties, civil money penalties and criminal
prosecution, including corporate fines and personal liability.
Regulation of Promotion, Marketing and Distribution of Pharmaceutical Products and Medical Devices
Certain of our services are subject to detailed and comprehensive regulation in each geographic market in which we operate.
Such regulation relates, among other things, to the distribution of drug samples, the marketing and promotion of approved products, the
qualifications of sales representatives and the use of healthcare professionals in sales functions.
In the United States, certain of our services are subject to numerous federal and state laws pertaining to promotional activities
involving pharmaceutical products and medical devices. Certain of our services are subject to the FDA’s regulations against “off-label
promotion,” which require sales representatives to restrict promotion of the approved product they are detailing to the approved
labeling for the product. The Prescription Drug Marketing Act imposes licensing, personnel record keeping, packaging, labeling,
product handling and facility storage and security requirements. Other federal and state laws prohibit manufacturers, suppliers and
providers from offering, giving or receiving kickbacks or other remuneration in connection with ordering or recommending the
purchase or rental of healthcare items and services. The sale or distribution of pharmaceutical products and devices is also governed by
the United States Federal Trade Commission Act and state consumer protection laws. We are subject to similar regulations currently in
effect in the other countries where we offer Contract Sales & Medical Solutions.
We are also subject to various laws and regulations that may apply to certain drug and device promotional practices,
including, among others, various aspects of Medicare and federal healthcare programs. Violations of these laws and regulations may
result in criminal and/or civil penalties, including possibly as an “aider and abettor.”
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Regulation of Laboratories
Our United States laboratories are subject to licensing and regulation under federal, state and local laws relating to hazard
communication and employee right-to-know regulations, and the safety and health of laboratory employees. Additionally, our United
States laboratories are subject to applicable federal and state laws and regulations and licensing requirements relating to the handling,
storage and disposal of hazardous waste, radioactive materials and laboratory specimens, including the regulations of the
Environmental Protection Agency, the Nuclear Regulatory Commission, the Department of Transportation, the National Fire
Protection Agency and the United States Drug Enforcement Administration (“DEA”). The use of controlled substances in testing for
drugs with a potential for abuse is regulated in the United States by the DEA and by similar regulatory bodies in other parts of the
world. Our United States laboratories using controlled substances for testing purposes are licensed by the DEA. The regulations of the
United States Department of Transportation, Public Health Service and Postal Service apply to the surface and air transportation of
laboratory specimens. Our laboratories also are subject to International Air Transport Association regulations, which govern
international shipments of laboratory specimens. Furthermore, when the materials are sent to a foreign country, the transportation of
such materials becomes subject to the laws, rules and regulations of such foreign country. Our laboratories outside the United States
are subject to applicable national laws governing matters such as licensing, the handling and disposal of medical specimens, genetic
material, hazardous waste and radioactive materials, as well as the health and safety of laboratory employees.
In addition to its comprehensive regulation of safety in the workplace, the United States Occupational Safety and Health
Administration has established extensive requirements relating to workplace safety for healthcare employers whose workers may be
exposed to blood-borne pathogens such as HIV and the hepatitis B virus. Although we believe that we are currently in compliance in
all material respects with such federal, state and local laws, failure to comply with such laws could subject us to denial of the right to
conduct business, fines, criminal penalties and other enforcement actions.
Further, laboratories that analyze human blood or other biological samples for the diagnosis and treatment of clinical trial
subjects must comply with Clinical Laboratory Improvement Amendments (“CLIA”), as well as requirements established by various
states. The failure to meet these requirements may result in civil penalties and suspension or revocation of the CLIA certification.
Data Privacy
Patient health information is among the most sensitive of personal information, and it is critically important that information
about an individual’s healthcare is properly protected from inappropriate access, use and disclosure. Real world evidence --
information that allows us to examine actual practices and outcomes -- is essential to increase access to care, improve outcomes, and
lower costs. IQVIA uses 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. We employ a wide variety of methods to manage privacy requirements,
including:
•
governance, frameworks, models and training to promote good decision making and accountability;
•
a layered approach to privacy and security management to avoid a single point of failure;
•
ongoing evaluation of privacy and security practices to promote continuous improvement;
•
use of technical, administrative, physical and organizational safeguards and controls;
•
collaboration with data suppliers and trusted third parties for our syndicated market research and analytics offerings to remove
identifiable information or employ effective encryption or other techniques to render information non-identified before data is
delivered to us; and
•
work with leading researchers, policy makers, thought leaders and others in a variety of fields relevant to the application of
effective privacy and security practices, including statistical, epidemiological and cryptographic sciences, legal, information
security and compliance, and privacy.
We are an industry leader in de-identifying data. Our capabilities allow us to render data non-identified while still maintaining
data utility, thus protecting privacy while still advancing innovation. Not only do we make use of de-identification techniques with
respect to the data we hold, but we also share our expertise in this area with policymakers, regulators and others to help them
understand de-identification methodologies and practical considerations to avoid re-identification risk.
We operate in more than 100 countries around the world, many of which have data protection and privacy laws and
regulations based on similar core principles (e.g., openness, accountability, security safeguards, etc.). We apply those principles
globally and augment our practices to address local laws, contractual obligations and other data privacy requirements.
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Our Global Privacy team, led by our Global Chief Privacy Officer, is comprised of privacy professionals and privacy law
experts who drive our strategy and develop and manage our policies and standards. The Global Privacy team provides subject matter
expertise related to the proper management of all data types. In addition, our Global Privacy team liaises with our Legal, IT,
Information Security and other teams so that privacy requirements are addressed in technology development, contracting, offerings and
other business activities.
The IQVIA Privacy Policy (the "Privacy Policy") is our foundational privacy policy. It explains how, when applicable, we
collect, hold, use and disclose personal information, including that of our personnel, consumers, healthcare professionals, patients,
medical research subjects, clinical investigators, customers, suppliers, vendors, business partners and investors. You can find the
Privacy Policy on our website at https://www.iqvia.com/about-us/privacy/privacy-policy. Information in the Privacy Policy is not
incorporated by reference in, and does not form part of, this Annual Report on Form 10-K.
Our Intellectual Property
In addition to our proprietary data sets described above, we develop and use a number of proprietary methodologies,
analytics, systems, technologies and other intellectual property in the conduct of our business. We rely upon a combination of legal,
technical, and administrative safeguards to protect our proprietary and confidential information and trade secrets, and patent, copyright
and trademark laws to protect other intellectual property rights. We consider our trademark and related names, marks and logos to be of
material importance to our business, and we have registered or applied for registration for certain of these trademarks, including
IQVIA, in the United States and other jurisdictions and aggressively seek to protect them. Trademarks and service marks generally
may be renewed indefinitely so long as they are in use and/or their registrations are properly maintained, and so long as they have not
been found to have become generic. The technology and other intellectual property rights owned and licensed by us are of importance
to our business, although our management believes that our business, as a whole, is not dependent upon any one intellectual property or
group of such properties.
Artificial Intelligence
Artificial Intelligence ("AI") presents opportunities for smarter healthcare. It can enable the industry to better understand
patient needs, identify new approaches to treatment, and scale and democratize access to medicine. IQVIA has a rich history of
developing Healthcare-grade AI™. We have steadily expanded our capabilities over the years in connection with machine learning,
natural language processing and generative AI as technology evolves. For example, AI can be used to generate new insights and
recommendations, helping to increase clinical trials efficiency at all stages from trial design to data submission.
We use AI to deliver tangible customer benefits and patient impact, while focusing on ethical application, responsible use and
compliance with emerging regulation. The expanded use of AI is generating clear benefits, but also concerns about data security,
privacy and trust. IQVIA is committed to implementing technology in a way that addresses these concerns. Our new Center for
Defensible Data and AI and our AI Governance Council support employee compliance with our guiding principles of Defensible AI,
Trustworthy AI, and Responsible and Ethical AI. This helps us to maintain high standards across the business and ensures we are well-
placed to comply with emerging regulation such as the European Union’s Artificial Intelligence Act (the "EU AI Act") and the
Colorado AI Act.
Given the sensitive and complex nature of health-related information, developing and implementing AI for healthcare
requires additional safeguards, including privacy standards and regulatory compliance. IQVIA Healthcare-grade AI™ is embedded
across our AI-powered offerings, engineered to meet the level of precision, speed, and trust needed by the industry. It combines
IQVIA's expertise across life sciences, data science, information management, and technology with AI models trained on our
extensive, high quality, and diverse health data. Our ability to connect these powerful capabilities enables us to responsibly advance AI
in healthcare and accelerate the delivery of solutions to improve patients’ lives.
IQVIA employs a wide variety of policies, procedures, guidelines, training, communications, tools and other resources to
support the responsible use of AI technologies, including generative AI, to use AI responsibly and comply with legislation such as the
EU AI Act, including:
•
For higher risk AI activities, we have established procedures and methodologies to evaluate or test input, AI models, output
and other aspects of AI use for error, bias, hallucinations and results that are not otherwise fit for the intended purpose.
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•
For lower risk activities, a variety of policies, standard operating procedures, guidance and training support our employees in
the use of AI models — for example, the use of AI assistants to improve employee communications, and ensuring we have
the necessary rights to use any non-IQVIA content with AI tools.
•
We have established private instances of certain public large language models. This ensures proprietary IQVIA content is not
used to train public models and that the output and AI models derived from the use of proprietary content remains subject to
IQVIA requirements and guidelines.
•
Robust AI policies and practices must be built on a solid foundation of good information governance policies and practices
relating to data privacy, information security, intellectual property management, contract compliance, vendor management
and related domains. IQVIA has extensive policies and practices addressing these topics, and substantial resources and
experience in each of these domains.
•
Good AI policies and practices also depend upon strong supporting policies, practices and experience relating to the design,
development, testing, implementation, management and support of technology. IQVIA has extensive policies and practices
addressing these topics, and substantial resources and experience relating to the responsible use of technology.
•
IQVIA employs an information security framework based on National Institute of Standards and Technology ("NIST"),
Health Information Trust Alliance ("HITRUST") and other common standards to define the minimum security controls and
safeguards that are appropriate for each type of content.
Human Capital
Overview. Our approximately 88,000 employees drive our vision to power smarter healthcare for everyone, everywhere. They
are comprised of specialists across multiple disciplines, including medical and life sciences, engineering, technology, data science and
more. Investments in our people are aimed at attracting, developing, and retaining a talented workforce. These efforts not only engage
our people but also result in strong productivity and superior outcomes for our clients.
We unite our global workforce through our Employee Value Proposition (EVP), which consists of four values that make up
our identity – passion, collaboration, innovation, and growth. The nature of our business attracts IQVIANs who thrive by innovating
and growing together while they do meaningful work that helps people lead healthier lives.
We offer curated upskilling pathways and project opportunities across our businesses, empowering employees to build the
skills for tomorrow while following their passions. We encourage IQVIANs to pursue multiple careers here, including unconventional
career paths that bring new ways of thinking. This commitment fosters their professional development and, in an industry as
competitive as ours, contributes to our favorable attrition and internal movement.
Board Oversight of Human Capital Management. Our Board of Directors (our "Board") receives periodic updates on key
human capital metrics, including recruitment and attrition rates, talent development data, and statistics related to our overall workforce.
Our Board also devotes significant time to leadership development and succession planning at the executive level and
provides guidance on important decisions in each of these areas. The Leadership Development and Compensation Committee of the
Board has primary responsibility for succession planning for the chief executive officer and oversight of succession planning for senior
leadership.
Human Capital Management Strategy. Our employees are essential to our continued success and are a core element of our
long-term strategy, especially as demand for critical skills continues to grow. Senior management is responsible for ensuring that our
initiatives, policies, and processes reflect and reinforce our desired corporate culture, which we believe supports the development of the
people and skills we will need tomorrow. Our human capital management strategy is built on three fundamental focus areas:
•
Recruitment. We consider a range of qualified candidates for all positions. We hire qualified individuals with a variety of
backgrounds and experiences from both within and outside the organization for positions at all levels.
•
Development & Progression. We are committed to having a broad pipeline of talent moving through our organization and
providing opportunities for all employees to develop within their current role as well as towards their next role. We do this by
promoting our One IQVIA, Multiple Careers approach, which helps employees build their skills using our curated learning content and
uses technology to match employees to open roles and projects.
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•
Retention. We seek to develop a working environment where employees feel engaged and supported, wanting to stay and
grow with us. Our retention efforts focus on areas that are important to our employees, including community, career, health & well-
being, and financial rewards.
Employee Engagement. Maintaining regular and open channels of dialogue with employees and receiving and responding to
their feedback with actionable and meaningful initiatives is critical to our human capital management strategy. Our bi-annual
companywide surveys provide a valuable opportunity to hear the perspectives of our workforce around the world.
We heard from 71,000 employees on average across our two surveys in 2024, equivalent to an average 84% response rate.
The employee engagement index has been stable across our surveys in 2024 with 79% of our employees who responded saying they
feel engaged. 89% of employees who responded feel they are acquiring the knowledge and skills necessary to be effective in their
roles, 7 points above the Fortune 500 Benchmark, with 9,700 employees participating in IQVIA’s Generative AI Masterclass Series.
83% of employees who responded see a clear link between their work and IQVIA’s vision, 2 points above the Fortune 500 Benchmark.
70% of employees who responded believe IQVIA encourages an environment where they can challenge the status quo, surpassing the
Fortune 500 Benchmark by 3 points.
Building Community. The scale and geographic reach of our business is a key asset that we leverage as we focus on building
a connected community that celebrates both individual and cultural differences. This is a foundation of our approach to human capital
management. We create this culture for employees regardless of gender, race, color, creed, religion, marital status, age, national origin
or ancestry, physical or mental disability, medical condition, veteran status, citizenship, sexual orientation, gender identity or any other
protected group status.
Our global workforce operates in over 100 countries and represents approximately 90 different ethnicities. Approximately
62% of our employees globally identify as female and approximately 53% of employees worldwide at a manager level identify as
female. In the United States, approximately 39% identify as a minority, including 16% who identify as Asian, 12% who identify as
Black or African American, 8% who identify as Hispanic or Latino and 3% who identify as a different minority.
Our growing network of Employee Resource Groups ("ERGs") provides a framework for employees to connect and
collaborate with colleagues with similar interests. These groups support our values and business goals and foster the multifaceted
thinking required for innovation, providing a forum for the exchange of ideas and opportunities for mentoring and professional
development. These groups also organize activities to engage and educate our wider employee community on different perspectives
and experiences. There are eight global ERGs and all are employee-led, voluntary, and open to every employee. Each ERG has a
mission that is aligned to our vision, values, and core operating principles. In 2024, we grew our ERG membership to 13,000
participants spanning 69 countries across the globe.
Our second 2024 Employee Pulse Survey included a focus on belonging to enable us to understand employee needs in this
area and align our approach to help employees do their best work. According to respondents, the most important elements of belonging
include opportunities to learn and grow; working in a supportive team environment; and being involved in meaningful work. The most-
selected actions that foster employees’ sense of belonging were regular manager feedback, formal and informal recognition for their
contributions, and learning/development activities. These insights are being incorporated into our plans to further reinforce our
strengths and drive meaningful updates.
Employee Health & Well-being. Investing in resources and incentives to promote the personal well-being of our employees
and their families is an important way we support our people.
We provide a variety of market-competitive health and welfare benefit plans that are available to employees and their family
members, based on their location and specific country regulations. Plans may include medical, dental, and vision coverage;
telemedicine and on-site medical care; critical illness coverage; disability, accidental death and dismemberment, pet and life insurance;
tuition reimbursement; identity theft protection; commuter benefits; matching gift programs; and locally relevant savings and
retirement plans such as pensions.
We provide parental leave for all full-time employees for the birth or adoption of a child, with variability in leave time
dependent on location. We also provide paid leave for other life matters including sick time, bereavement, jury duty, military service,
and time off for voting, depending on country specific policies.
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Beyond health and welfare benefits, many regions also offer employee well-being programs. “Healthy You” is our global
program focusing on building a healthy work environment where employees thrive and can maximize their potential, improving health
outcomes for all. The program focuses on five pillars: work, finances, connections, minds and bodies. In the United States, “Healthy
You” offers employees a range of wellness benefits, including free flu shots, teledoc services, nutrition counseling, tobacco cessation
support and reimbursement for wellness-related expenses.
Our local Employee Assistance Programs ("EAPs") are available to our workforce worldwide. EAPs offer counseling
services, alongside accessible training and webinars focused on a variety of everyday topics including financial planning, nutrition,
social connections, stress management, time management and work-life balance. While benefits vary depending on location and local
regulations, in all cases we aim to support the physical, mental, social, and financial well-being of employees and their families.
Financial Rewards. IQVIA compensation programs support our overall strategy by linking employee compensation with
both business and personal performance. This approach to compensation demonstrates our “pay for performance” philosophy, as well
as our focus on providing compensation programs that attract, retain, motivate and reward employees. In addition to the benefits
described above, our compensation programs include base salaries, annual bonuses, and long-term incentive awards.
Talent & Learning. In a highly competitive industry, nurturing talent is both a priority and a necessity. Employee growth and
development are key components of our Employee Value Proposition and our human capital management strategy. We foster a culture
of curiosity and flexibility, encouraging our employees to explore different career opportunities within the organization. By taking
ownership of their development in collaboration with managers, mentors, and peers, our employees are empowered to shape their
career paths and achieve their full potential.
We invest in our employees' development throughout their careers at IQVIA, with a range of talent and learning initiatives
that leverage cutting-edge digital tools to support business growth and meet the evolving needs of our employees. Our performance
management system is aligned to this journey, emphasizing continuous dialogue about priorities, contributions, and personal growth –
ensuring that employees feel supported, valued and recognized.
We are committed to building an environment where our employees have opportunities to learn, grow and shape their careers
according to their aspirations and interests. Through our One IQVIA Multiple Careers model, we offer an extensive range of
technology-enabled tools and resources from onboarding through to leadership training, enabling our people to plan their own career
paths. Our continually expanding Career Connections platform provides 37,000 registered users access to mentoring, projects, and
open roles to further develop skills in a practical setting and pursue their next role when ready.
Our learning and development offerings allow our employees to put the One IQVIA, Multiple Careers Model into action. For
example, our IQVIA Learning Academy informs employees about in-demand skills within IQVIA, providing transparency about the
talent and expertise needed to meet future growth objectives. In 2024, employees continued building future skills through 215,000
visits to the IQVIA Learning Academy, with new learning paths aligned to business needs spanning artificial intelligence, evolving
leadership, and data insights, amongst others.
Learning at IQVIA is not a one-size-fits-all approach. Our offerings span business simulations, peer coaching, skills
assessments, business projects, on-demand courses, short videos, live trainings, and quick reads. We also continually explore how
technology can enhance our training offerings, making AI-based training another key focus area. For example, we used AI to develop a
simulation of a fictional Alzheimer’s disease clinical trial where learners can practice the key skills needed to be a Clinical Research
Associate. In the Asia Pacific region, our 2024 AI employee program included training, a hackathon, and use-case-sharing — enabling
participants to build confidence in using AI tools in their work.
We maintain a focus on building the strong leadership pipeline we need to ensure our long-term success, offering
differentiated programs tailored to different levels and goals. In 2024, over 1,099 employees from 48 countries participated in our
enterprise leadership programs for key talent. Several examples include:
•
Global Leadership Development Program: Designed to build the next generation of global leaders by developing their
business acumen, strategy, and people leadership skills.
•
Leader of the Future Portal (LOFT): Continues to help our managers shift their mindsets to successfully lead high-
performing teams in a hybrid work environment.
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•
General Management Acceleration Program: Piloted in 2024 in the U.S. and EMEA region, we created a program for future
leaders within the Research and Development Solutions (R&DS) business to build our pipeline of individuals ready to fill a range of
senior R&DS leadership roles. Expansion to the Asia Pacific region is planned for 2025.
Health and Safety. We are committed to maintaining a safe workplace that supports and promotes our employees’ health. We
adopt a safety-first mindset and continually look for ways to strengthen our procedures and practice, striving for safety excellence.
We incorporate environmental laws and regulations into our policies and procedures throughout our organization. At the
corporate level, we have group certifications to ISO 14001:2015 and ISO 45001:2018. In accordance with both certifications, we have
a robust, integrated Environmental, Health and Safety Management System ("EHSMS") with supporting standard operating procedures
in place, which demonstrates our commitment to continuous improvement. Under our EHSMS, all employees must actively participate
in helping to maintain a safe, healthy, and secure work environment. Our Code of Conduct describes the obligations of employees to
maintain such an environment, follow all applicable safety and security rules and complete required training.
IQVIA operates laboratories in the Americas, Asia, Europe, South Africa, and the United Kingdom. Certain IQVIA
laboratories are certified to ISO 14001:2015 and ISO 45001:2018. Depending on the location and services provided accreditation also
will include ANVISA, CAP ISO 15189, CDC Lipids, CLIA, ISO 9001, MOH Certified Laboratory, and NSGP Level 1.
Available Information
Our website address is www.iqvia.com, and our investor relations website is located at http://ir.iqvia.com. Information on our
website is not incorporated by reference herein. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and our proxy statements for our annual meetings of stockholders, and any amendments to those reports, as well
as Section 16 reports filed by our insiders, are available free of charge on our website as soon as reasonably practicable after we file the
reports with, or furnish the reports to, the Securities and Exchange Commission (“SEC”). In addition, the SEC maintains an Internet
site (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. Information on the SEC's website does not constitute part of this Annual Report on Form 10-K. Also
posted on our website are our certificate of incorporation and by-laws, the charters for our Audit Committee, Leadership Development
and Compensation Committee and Nominating and Governance Committee, our Corporate Governance Guidelines, and our Code of
Conduct governing our directors, officers and employees. Copies of our SEC reports and corporate governance information are
available in print upon the request of any stockholder to our Investor Relations Department at IQVIA Holdings Inc., 2400 Ellis Road,
Durham, North Carolina 27703. Within the time period required by the SEC and the New York Stock Exchange (“NYSE”), we will
post on our website any amendment to the Code of Conduct or any waiver of such policy applicable to any of our senior financial
officers, executive officers or directors.
18
Item 1A. Risk Factors
RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. You
should consider carefully the risks and uncertainties described below together with the other information included in this Annual
Report on Form 10-K, including our consolidated financial statements and related notes included elsewhere in this Annual Report on
Form 10-K, in evaluating our Company. The occurrence of any of the following risks may materially and adversely affect our business,
financial condition, results of operations and future prospects.
Summary of Risk Factors
Below is a summary of some of the principal risks that could adversely affect our business, operations and financial results:
Risks Relating to Our Business
•
The potential loss or delay of contracts could adversely affect our results.
•
Our financial results may be adversely affected if we underprice our contracts, overrun our cost estimates or fail to receive
approval for or experience delays in documenting change orders.
•
Failure to meet productivity objectives under our internal business transformation initiatives could adversely impact our
competitiveness and harm our operating results.
•
If we are unsuccessful at investing in growth opportunities and are unable to develop and market new services or enter new
markets, our growth, results of operations or financial condition could be adversely affected.
•
If we are unable to successfully identify, acquire and integrate existing businesses, services and technologies, our business,
results of operations and financial condition could be adversely impacted.
•
If we are unable to attract suitable investigators and patients for our clinical trials, our clinical development business might
suffer.
•
If we lose the services of key personnel or are unable to recruit additional qualified personnel, our business could be adversely
affected.
Intellectual Property
•
We depend on third parties for data and support services. Our suppliers or providers might restrict our use of or refuse to
license data or provide services, which could lead to our inability to access certain data or provide certain services and, as a
result, materially and adversely affect our operating results and financial condition.
•
Our success depends on our ability to protect our intellectual property rights.
•
We may be subject to claims by others that we are infringing on their intellectual property rights.
•
We rely on licenses from third parties to certain technology and intellectual property rights for some of our services and the
licenses we currently have could terminate or expire.
IT systems and Information
•
Security breaches and unauthorized use of our IT systems and information could expose us, our clients, our data suppliers or
others to risk of loss.
•
We may experience challenges with the acquisition, development, enhancement or deployment of technology necessary for our
business.
•
Data protection, privacy and similar laws restrict access, use and disclosure of personal information, and failure to comply with
these laws could materially harm our business.
Client Risks
•
Consolidation in the industries in which our clients operate may reduce the volume of services purchased by consolidated
clients following an acquisition or merger.
•
We may be adversely affected by client or therapeutic concentration.
•
Our relationships with existing or potential clients who are in competition with each other may adversely impact the degree to
which other clients or potential clients use our services.
•
There is a risk that we may initiate a clinical trial for a client, and then the client becomes unwilling or unable to fund the
completion of the clinical trial, and we may be ethically bound to complete or wind down the clinical trial at our own expense.
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Market Forces
•
Disruptions in the credit and capital markets and unfavorable general economic conditions could negatively affect our business,
results of operations and financial condition.
•
Our effective income tax rate may fluctuate for a variety of reasons.
•
Due to the global nature of our business we are subject to international economic, political and other risks that could negatively
affect our results of operations and financial condition.
•
Climate change may have an impact on our business.
Liability Exposure
•
Our Research & Development Solutions business could subject us to potential liability.
•
Our Contract Sales & Medical Solutions business could result in liability to us if a drug causes harm to a patient.
•
Our insurance may not cover all of our indemnification obligations and other liabilities associated with our operations.
•
We may make mistakes in conducting a clinical trial that could negatively impact the usefulness of the clinical trial which
could subject us to significant costs or liability.
•
If we fail to perform our services in accordance with contractual requirements, regulatory standards and ethical considerations,
we could be subject to significant costs or liability.
Risks Relating to Our Industry
•
The biopharmaceutical services industry is highly competitive and our business could be materially impacted if we do not
compete effectively or rapidly adapt to technological change.
•
Outsourcing trends in the biopharmaceutical industry and changes in aggregate spending and research and development
budgets could adversely affect our operating results and growth rate.
•
We may be affected by healthcare reform and potential additional reforms.
•
Actions by government regulators or clients to limit a prescription’s scope or withdraw an approved drug from the market
could affect our business and result in a loss of revenues.
•
Laws restricting biopharmaceutical sales and marketing practices may adversely impact demand for our services.
Risks Relating to Our Indebtedness
•
Restrictions imposed in the Senior Secured Credit Facilities (as defined below) and other outstanding indebtedness, including
the indentures governing outstanding notes issued by our wholly owned subsidiary IQVIA Inc., may limit our ability to operate
our business and to finance our future operations or capital needs or to engage in other business activities.
•
Interest rate fluctuations and our ability to deduct interest expense may affect our results of operations and financial condition.
Risks Related to Ownership of Our Common Stock
•
Provisions of the corporate governance documents of IQVIA could make an acquisition of IQVIA difficult and may prevent
attempts by its stockholders to replace or remove its management, even if beneficial to its stockholders.
•
Our certificate of incorporation contains a provision renouncing any interest and expectancy in certain corporate opportunities
identified by certain parties.
For a more complete discussion of the material risk facing our business, see below.
20
Risks Relating to Our Business
The potential loss or delay of our large contracts or of multiple contracts could adversely affect our results.
Most of our Research & Development Solutions clients can terminate our contracts upon 30 to 90 days' notice. Our clients
may delay, terminate or reduce the scope of our contracts for a variety of reasons beyond our control, including but not limited to:
•
decisions to forego or terminate a particular clinical trial;
•
lack of available financing, budgetary limits or changing priorities;
•
actions by regulatory authorities;
•
production problems resulting in shortages of the drug being tested;
•
failure of products being tested to satisfy safety requirements or efficacy criteria;
•
unexpected or undesired clinical results for products;
•
insufficient patient enrollment in a clinical trial;
•
insufficient investigator recruitment;
•
shift of business to a competitor or internal resources;
•
product withdrawal following market launch; or
•
shut down of manufacturing facilities.
As a result, contract terminations, delays and alterations are a regular part of our Research & Development Solutions
business. In the event of termination, our contracts often provide for fees for winding down the project, but these fees may not be
sufficient for us to realize the full amount of revenues or profits anticipated under the related services contracts, and termination may
result in lower resource utilization rates. In addition, we will not realize the full benefits of our backlog of contractually committed
services if our clients cancel, delay or reduce their commitments under our contracts with them, which may occur if, among other
things, a client decides to shift its business to a competitor or revoke our status as a preferred provider. Thus, the loss or delay of a
large contract or the loss or delay of multiple contracts could adversely affect our revenues and profitability. We believe the risk of loss
or delay of multiple contracts potentially has greater effect where we are party to broader partnering arrangements with global
biopharmaceutical companies.
We depend on third parties for data and support services. Our suppliers or providers might restrict our use of or refuse to
license data or provide services, which could lead to our inability to access certain data or provide certain services and, as a result,
materially and adversely affect our operating results and financial condition.
Each of our Technology & Analytics Solutions information services is derived from data we collect from third parties. These
data suppliers are numerous and diverse, reflecting the broad scope of information that we collect and use in our business.
Although we typically enter into long-term contractual arrangements with many of these suppliers of data, at the time of entry
into a new contract or renewal of an existing contract, suppliers may increase restrictions on our use of such data, increase the price
they charge us for data or refuse altogether to license the data to us. In addition, during the term of any data supply contract, suppliers
may fail to adhere to our data quality control standards or fail to deliver data. Further, although no single individual data supplier is
material to our business, if a number of suppliers collectively representing a significant amount of data that we use for one or more of
our services were to impose additional contractual restrictions on our use of or access to data, fail to adhere to our quality-control
standards, repeatedly fail to deliver data or refuse to provide data, now or in the future, our ability to provide those services to our
clients could be materially adversely impacted, which may harm our operating results and financial condition.
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Additionally, we depend on third parties for support services to our business. Such support services include, but are not
limited to, third- party transportation providers, suppliers of drugs for patients participating in clinical trials, suppliers of kits for use in
our clinical trial laboratories business, suppliers of reagents for use in our testing equipment and providers of maintenance contracts for
our equipment. The failure of any of these third parties to adequately provide the critical support services could have a material adverse
effect on our business.
If we fail to perform our services in accordance with contractual requirements, regulatory standards and ethical
considerations, we could be subject to significant costs or liability and our reputation could be harmed.
We contract with biopharmaceutical companies to perform a wide range of services to assist them in bringing new drugs to
market. Our services include monitoring clinical trials, data and laboratory analysis, electronic data capture, patient recruitment and
other related services, and we perform these services in a number of ways, including through physical and technology-enabled efforts.
Such services are complex and subject to contractual requirements, regulatory standards and ethical considerations. For example, we
must adhere to applicable regulatory requirements such as those required by the FDA, the EMA and the competent authorities of the
member states of the EU, and the MHRA in the UK, and Good Laboratory Practice and GCP requirements, which govern, among other
things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. Once initiated,
clinical trials must be conducted pursuant to and in accordance with the applicable investigational new drug/device application or
clinical trial application, the requirements of the relevant institutional review boards or ethics committees, and GCP requirements. For
studies involving controlled substances, we are also typically subject to enhanced regulations, such as those required by the U.S. Drug
Enforcement Administration (“DEA”) which regulates the distribution, recordkeeping, handling, security, and disposal of controlled
substances. If we fail to perform our services in accordance with these requirements, regulatory agencies may take action against us for
failure to comply with applicable regulations governing clinical trials or sales and marketing practices. Such actions may include
sanctions, such as injunctions or failure of such regulatory authorities to grant marketing approval of products, delay, suspension or
withdrawal of approvals, license revocation, product seizures or recalls, operational restrictions, civil or criminal penalties or
prosecutions, damages or fines. Clients may also bring claims against us for breach of our contractual obligations and patients in the
clinical trials and patients taking drugs approved on the basis of those clinical trials may bring personal injury claims against us for
negligence. Any such action could have a material adverse effect on our results of operations, financial condition and reputation.
Such consequences could arise if, among other things, the following occur:
Improper performance of our services. The performance of clinical development services is complex and time-consuming.
For example, we may make mistakes in conducting a clinical trial that could negatively impact or obviate the usefulness of the clinical
trial or cause the results of the clinical trial to be reported improperly. If the clinical trial results are compromised, we could be subject
to significant costs or liability, which could have an adverse impact on our ability to perform our services. As examples:
•
non-compliance generally could result in the termination of ongoing clinical trials or sales and marketing projects
or the disqualification of data for submission to regulatory authorities;
•
compromise of data from a particular clinical trial, such as failure to verify that informed consent was obtained
from patients, could require us to repeat the clinical trial under the terms of our contract at no further cost to our
client, but at a substantial cost to us; and
•
breach of a contractual term could result in liability for damages or termination of the contract.
Large clinical trials can cost up to hundreds of millions of dollars, and while we endeavor to contractually limit our exposure
to such risks, improper performance of our services could have an adverse effect on our financial condition, damage our reputation and
result in the cancellation of current contracts by or failure to obtain future contracts from the affected client or other clients.
Investigation of clients. From time to time, one or more of our clients are audited or investigated by regulatory authorities or
enforcement agencies with respect to regulatory compliance of their clinical trials, programs or the marketing and sale of their drugs. In
these situations, we have often provided services to our clients with respect to the clinical trials, programs or activities being audited or
investigated, and we are called upon to respond to requests for information by the authorities and agencies. There is a risk that either
our clients or regulatory authorities could claim that we performed our services improperly or that we are responsible for clinical trial
or program compliance. If our clients or regulatory authorities make such claims against us and prove them, we could be subject to
damages, fines or penalties. In addition, negative publicity regarding regulatory compliance of our clients’ clinical trials, programs or
drugs could have an adverse effect on our business and reputation.
22
Insufficient client funding to complete a clinical trial. As noted above, clinical trials can cost hundreds of millions of
dollars. There is a risk that we may initiate a clinical trial for a client, and then the client becomes unwilling or unable to fund the
completion of the clinical trial. This risk is heightened in a recessionary or weak funding environment for our customers, who may be
unable to raise or expend funds necessary to complete a trial. In such a situation, notwithstanding the client’s ability or willingness to
pay for or otherwise facilitate the completion of the clinical trial, we may be ethically bound to complete or wind down the clinical trial
at our own expense.
Failure of vendors to perform contractual obligations. In the course of a clinical trial, we regularly contract with third party
providers on behalf of our clients to support execution of the trial. If these third parties fail to perform their contractual obligations, we
may incur additional costs or responsibilities in order to provide our clients with our contractually obligated deliverables, despite the
failure of such third parties.
Security breaches and unauthorized use of our IT systems and information, or the IT systems or information in the
possession of our vendors, could expose us, our clients, our data suppliers or others to risk of loss.
We rely upon the security of our computer and communications systems infrastructure to protect us from cyberattacks and
unauthorized access. Cyberattacks can include malware, computer viruses, hacking or other significant disruption of our computer,
communications and related systems. Third parties may attempt to improperly persuade customers, suppliers, vendors, partners,
employees or others to disclose sensitive information such as user names, passwords or other information that can be used to gain
unauthorized access to systems or data. Cyber threats are rapidly evolving and are becoming increasingly sophisticated. As cyber
threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the
measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats. Certain techniques used to obtain
unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant
until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since
techniques change frequently or are not recognized until launched, and because cyberattacks can originate from a wide variety of
sources. Our preventive and remedial actions may not be successful. We have acquired various companies, products, services and
technologies over the years. While we make significant efforts to identify and address IT security issues with respect to these
acquisitions, we may still inherit security risks associated with these activities. The size and complexity of our IT and information
security systems, and those of our vendors (and the large amounts of confidential information that is present on them), make such
systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions including, but not
limited to, by our employees, contingent workers, service providers, business partners, customers or malicious attackers. Such attacks,
whether successful or unsuccessful, could result in our incurring costs related to, for example, rebuilding internal systems, defending
against litigation, responding to regulatory inquiries or actions, paying damages or fines, or taking other remedial steps with respect to
third parties. Publicity about vulnerabilities and attempted or successful incursions could damage our reputation with clients and data
suppliers and reduce demand for our services.
We also store proprietary and sensitive information in connection with our business, which could be compromised by a
cyberattack. To the extent that any disruption or security breach results in a loss or damage to our data, an inappropriate disclosure of
proprietary or sensitive information, an inability to access data sources, or an inability to process data or provide our offerings to our
clients, it could cause significant damage to our reputation, affect our relationships with our data suppliers and clients (including loss of
suppliers and clients), lead to claims against us and ultimately harm our business. We may be required to incur significant costs to
alleviate, remedy or protect against damage caused by these disruptions or security breaches in the future. We may also face inquiry or
increased scrutiny from government agencies as a result of any such disruption or breach. While we have insurance coverage for
certain instances of a cyber security breach, our coverage may not be sufficient if we suffer a significant attack or multiple attacks. Any
such breach or disruption could have a material adverse effect on our operating results and our reputation as a service provider.
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 ("SaaS") applications upon which our businesses rely to host or process data or to perform various
functions. Also, our data suppliers have responsibility for security of their own computer and communications environments. These
third parties face risks relating to cyber security similar to ours, which could disrupt their businesses and therefore materially impact
ours. Accordingly, we are subject to any flaw in or breaches to their computer and communications systems or those that they operate
for us, which could result in a material adverse effect on our business, operations and financial results.
23
The risk of cyberattacks has increased in connection with geopolitical events and dynamics. State-sponsored parties or their
supporters may launch retaliatory cyberattacks, and may attempt to cause supply chain disruptions, or carry out other geopolitically
motivated actions that may adversely disrupt or degrade our operations and may result in data compromise. State-sponsored actors have
carried out cyberattacks to accomplish their goals that may include espionage, monetary gain, disruption, and destruction.
Failure to meet productivity objectives under our internal business transformation initiatives could adversely impact our
competitiveness and harm our operating results.
We are pursuing business transformation initiatives to update technology, increase innovation and obtain operating
efficiencies. As part of these initiatives, which include accelerating site start-up timelines and improving our customer buying
experience, we seek to improve our productivity, flexibility, quality, functionality and cost savings by investing in the development and
implementation of global platforms and integration of our business processes and functions to achieve economies of scale. These
various initiatives may not yield their intended gains, or be completed in a timely manner, which may impact our competitiveness and
our ability to meet our growth objectives and, as a result, materially and adversely affect our business, operating results and financial
condition.
If we are unsuccessful at investing in growth opportunities, our business could be materially and adversely affected.
We continue to invest significantly in growth opportunities, including the development and acquisition of new data,
technologies and services to meet our clients’ needs. For example, we are expanding our services and technology offerings, such as the
development of a cloud-based platform with a growing number of applications to support commercial and clinical operations for life
sciences companies (e.g., multi-channel marketing, marketing campaign management, customer relationship management, incentive
compensation management, targeting and segmentation, performance management, site engagement payments, trial master file, risk
based monitoring, in-home nursing and other services, clinical trial management and decentralized trials and other applications). We
also continue to invest significantly in growth opportunities in emerging markets, such as the development, launch and enhancement of
services in China, India, Turkey, and other countries. We consider our presence in these markets to be an important component of our
growth strategy.
There is no assurance that our investment plans or growth strategy will be successful or will produce a sufficient or any return
on our investments. Further, if we are unable to develop new technologies and services, clients do not purchase our new technologies
and services, our new technologies and services do not work as intended or there are delays in the availability or adoption of our new
technologies and services, then we may not be able to grow our business or growth may occur slower than anticipated. Additionally,
although we expect continued growth in healthcare spending in emerging markets, such spending may occur more slowly or not at all,
and we may not benefit from our investments in these markets.
We plan to fund growth opportunities with cash from operations or from future financings. There can be no assurance that
those sources will be available in sufficient amounts to fund future growth opportunities when needed.
Any of the foregoing could have a material and adverse effect on our operating results and financial condition.
24
Data protection, privacy and similar laws in the United States and around the world restrict access, use and disclosure of
personal information, and failure to comply with or adapt to changes in these laws could materially and adversely harm our
business.
The confidentiality, collection, use, retention, security, transfer and disclosure of personal data, including individually
identifiable health information and clinical trial patient-specific information, are subject to governmental regulation generally in the
country that the personal data were collected or used (collectively, "Privacy Laws"). For example, United States federal regulations
under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) create specific requirements for the protection of the
privacy and security of individual health information. These provisions apply to both “covered entities” (primarily health care
providers and health insurers) and their “business associates” or service providers. As there are some instances where we are a HIPAA
“business associate” of a “covered entity,” we can be directly liable for mishandling protected health information. Under HIPAA’s
enforcement scheme, we can be subject to significant penalties in connection with HIPAA violations, along with the potential for
significant other expenditures related to these activities. These rules require individuals’ written authorization in many situations, in
addition to any required informed consent, before protected health information may be used for research. We are both directly and
indirectly affected by the privacy provisions surrounding individual authorizations because many investigators with whom we are
involved in clinical trials are directly subject to them and because we obtain identifiable health information from third parties that are
subject to such various Privacy Laws.
In general, patient health information is among the most sensitive (and highly regulated) of personal information. Privacy
Laws in the United States and around the world are designed to ensure that information about an individual’s healthcare is properly
protected from inappropriate access, use and disclosure. Privacy Laws also include the European Union’s (“EU”) General Data
Protection Regulation, Canada’s Personal Information Protection and Electronic Documents Act and other data protection, privacy,
data security, data localization and similar national, state/provincial and local laws. In the EU and in many other regions or countries,
personal data includes any information that relates to an identifiable natural person. Health information about an identifiable person
carries additional obligations under these laws, including obtaining the explicit consent from the individual for collection, use or
disclosure of the information. In addition, we are subject to EU rules with respect to cross-border transfers of such data out of the EU
(along with similar data transfer requirements or data localization requirements in other countries).
We have established frameworks, models, processes and technologies to manage privacy and security for many data types,
from a variety of sources, and under a myriad of Privacy Laws. In addition, we rely on our data suppliers to deliver information to us in
a form and in a manner that complies with applicable Privacy Laws. These laws are complex and there is no assurance that the
safeguards and controls employed by us or our data suppliers will be sufficient to prevent a breach of these laws, or that claims will not
be filed against us or our data suppliers despite such safeguards and controls. Failure to comply with such laws, certain certification/
registration and annual re-certification/registration provisions associated with these data protection and privacy regulations, and similar
rules in various jurisdictions, or to resolve any serious privacy complaints, may result in, among other things, regulatory sanctions,
criminal prosecution, civil liability, negative publicity, damage to our reputation, or data being blocked from use or liability under
contractual provisions.
Laws and expectations relating to privacy continue to evolve, and we continue to adapt to changing needs. For example, the
definition of “personally identifiable information” and “personal data” continues to evolve and broaden and many new laws and
regulations are being enacted. In addition, certain established programs have been (or are at risk of being) declared invalid (such as the
EU-U.S. Privacy Shield framework that operated for several years but was struck down by the European Court of Justice in July,
2020). While the replacement for the EU-U.S. Privacy Shield (the EU-U.S. Data Privacy Framework or “DPF”) has been approved for
the transfer of personal data from the EU to certified companies in the U.S., the DPF is also subject to legal challenges and potential
invalidation, thereby rendering data transfers from the EU to the US legally uncertain and keeping the area of data transfers in a state of
flux. Changes to these programs may adversely impact our ability to provide services to our clients or develop new products or
services. Federal, state and foreign governments are contemplating or have proposed or adopted new Privacy Laws or modifications to
existing Privacy Laws, including by amendment, replacement or interpretation through judicial or administrative decisions. New or
modified Privacy Laws might, among other things, require us to implement new security measures and processes or bring within the
scope of the Privacy Law other data not currently regulated, each of which may require substantial expenditures or limit our ability to
offer some of our services. Additionally, changes in Privacy Laws may limit our data access, use and disclosure, and may require
increased expenditures by us or may dictate that we not offer certain types of services. Any of the foregoing may have a material
adverse impact on our ability to provide services to our clients or maintain our profitability.
25
There is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the
number of jurisdictions with Privacy Laws has been increasing. Also, there are ongoing public policy discussions regarding whether
the standards for de-identified, anonymous or pseudonymized health information are sufficient, and the risk of re-identification
sufficiently small, to adequately protect patient privacy. These discussions may lead to further restrictions on the use of such
information. There can be no assurance that these initiatives or future initiatives will not adversely affect our ability to access and use
data or to develop or market current or future services.
Many Privacy Laws protect more than patient information, and although they vary by jurisdiction, these laws can extend to
employee information, business contact information, provider information and other information relating to identifiable individuals.
Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, damage to our
reputation and liability under contractual provisions. In addition, compliance with such laws may require increased costs to us or may
dictate that we not offer certain types of services.
The occurrence of any of the foregoing could impact our ability to provide the same level of service to our clients, require us
to modify our offerings or increase our costs, which could materially and adversely affect our operating results and financial condition.
Our success depends on our ability to protect our intellectual property rights.
Our success depends, in part, upon our ability to develop, use and protect our proprietary methodologies, analytics, systems,
technologies and other intellectual property. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure,
invention assignment and other contractual arrangements, and patent, copyright and trademark laws, to protect our intellectual property
rights. Relevant laws are subject to change at any time and certain agreements may not be fully enforceable, which could further
restrict our ability to protect our innovations. Further, these laws may not provide adequate protection for our intellectual property,
particularly in countries in which the legal system provides less protection for intellectual property rights. Our intellectual property
rights may not prevent competitors from independently developing services similar to or duplicative of ours. Further, the steps we take
in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by
competitors, former employees or other third parties, and we might not be able to detect unauthorized use of, or take appropriate and
timely steps to enforce, our intellectual property rights.
Our ability to obtain, protect and enforce our intellectual property rights is subject to general litigation or third-party
opposition risks, as well as the uncertainty as to the scope of protection, registrability, patentability, validity and enforceability of our
intellectual property rights in each applicable country. Governments may adopt regulations, and government agencies or courts may
render decisions, requiring compulsory licensing of intellectual property rights. When we seek to enforce our intellectual property
rights, we may be subject to claims that the intellectual property rights are invalid or unenforceable. Litigation may be necessary in the
future to enforce our intellectual property rights and to protect our confidential and proprietary information. Litigation brought to
protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in
the impairment or loss of portions of our intellectual property rights. Furthermore, our efforts to enforce our intellectual property rights
may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.
Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of
our management’s attention and resources, could delay further sales or the implementation of our solutions, impair the functionality of
our solutions, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our solutions, or
injure our reputation and harm our operating results and financial condition.
The theft or unauthorized use or publication of our trade secrets and other confidential business information could reduce the
differentiation of our services and harm our business; the value of our investment in development or business acquisitions could be
reduced; and third parties might make claims against us related to losses of their confidential or proprietary information. In addition,
we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Third parties that license our
proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. The protection of our intellectual
property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our
intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary
rights. These incidents and claims could harm our business, reduce revenues, increase expenses and harm our reputation.
26
We may be subject to claims by others that we are infringing on their intellectual property rights.
Third parties may assert claims that we or our clients infringe their intellectual property rights and these claims, with or
without merit, could be expensive to litigate, cause us to incur substantial costs and divert management resources and attention in
defending the claim. In some jurisdictions, plaintiffs can also seek injunctive relief that may limit the operation of our business or
prevent the marketing and selling of our services that infringe on the plaintiff’s intellectual property rights. To resolve these claims, we
may enter into licensing agreements with restrictive terms or significant fees, stop selling, be required to implement costly redesigns to
the affected services, or pay damages to satisfy contractual obligations to others. If we do not resolve these claims in advance of a trial,
there is no guarantee that we will be successful in court. These outcomes may have a material adverse impact on our business,
operating results and financial condition.
In addition, certain contracts with our suppliers or clients contain provisions whereby we indemnify, subject to certain
limitations, the counterparty for damages suffered as a result of claims related to intellectual property infringement and the use of data.
Claims made under these provisions could be expensive to litigate and could result in significant payments.
We rely on licenses from third parties to certain technology and intellectual property rights for some of our services and
the licenses we currently have could terminate or expire.
Some of our business services rely on technology or intellectual property rights owned and controlled by others. Our licenses
to this technology or these intellectual property rights could be terminated or could expire. We may be unable to replace these licenses
in a timely manner. Failure to renew these licenses, or renewals of these licenses on less advantageous terms, could harm our operating
results and financial condition.
Our financial results may be adversely affected if we underprice our contracts, overrun our cost estimates or fail to receive
approval for or experience delays in documenting change orders.
Most of our Research & Development Solutions contracts are either fee for service contracts or fixed-fee contracts. Our past
financial results have been, and our future financial results may be, adversely impacted if we initially underprice our contracts or
otherwise overrun our cost estimates and are unable to successfully negotiate a change order. Change orders typically occur when the
scope of work we perform needs to be modified from that originally contemplated by our contract with the client. Modifications can
occur, for example, when there is a change in a key clinical trial assumption or parameter or a significant change in timing. Where we
are not successful in converting out-of-scope work into change orders under our current contracts, we bear the cost of the additional
work. Such underpricing, significant cost overruns or delay in documentation of change orders could have a material adverse effect on
our business, results of operations, financial condition or cash flows.
The relationship of backlog to revenues varies over time.
Backlog represents future revenues for our Research & Development Solutions business from work not yet completed or
performed under signed binding commitments and signed contracts. Once work begins on a project, revenues are recognized over the
duration of the project. Projects may be terminated or delayed by the client or delayed by regulatory authorities for reasons beyond our
control. To the extent projects are delayed, the timing of our revenues could be affected. In the event that a client cancels a contract, we
typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized
services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the revenues
reflected in our backlog in the event of a contract cancellation. The duration of the projects included in our backlog, and the related
revenue recognition, range from a few weeks to many years. 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 revenues reflected in our backlog. A
number of factors may affect backlog, including:
•
the size, complexity and duration of the projects;
•
the percentage of full services versus functional services;
•
the cancellation or delay of projects; and
•
change in the scope of work during the course of a project.
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Although an increase in backlog will generally result in an increase in revenues to be recognized over time (depending on the
level of cancellations), an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in
revenues during a particular period. The extent to which contracts in backlog will result in 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 project to
project.
The rate at which our backlog converts to revenues may vary over time for a variety of reasons. The revenue recognition on
larger, more global projects could be slower than on smaller, less global projects for a variety of reasons, including but not limited to
an extended period of negotiation between the time the project is awarded to us and the actual execution of the contract, as well as an
increased timeframe for obtaining the necessary regulatory approvals. Additionally, the increasing complexity of the drug development
pipeline and the need to enroll precise patient populations could extend the length of clinical trials causing 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 revenues at the rate originally expected. Thus, the relationship of backlog to realized revenues may vary over time.
Our business depends on the continued effectiveness and availability of our information systems, including the
information systems we use to provide our services to our clients, and failures of these systems may materially limit our operations.
Due to the global nature of our business and our reliance on information systems to provide our services, we intend to
increase our use of cloud-based platforms and other integrated information systems in delivering our services. We also provide access
to similar information systems to certain of our clients in connection with the services we provide them. As the breadth and complexity
of our information systems continue to grow, we will increasingly be exposed to the risks inherent in the development, integration and
ongoing operation of evolving information systems, including:
•
disruption, impairment or failure of cloud-based platforms, data centers, telecommunications facilities or other key
infrastructure platforms;
•
security breaches of, cyberattacks on and other failures or malfunctions in our critical application systems or their
associated hardware; and
•
excessive costs, excessive delays or other deficiencies in systems development and deployment.
The materialization of any of these risks may impede the processing of data, the delivery of databases and services, and the
day-to-day management of our business and could result in the corruption, loss or unauthorized disclosure of proprietary, confidential
or other data. While we have disaster recovery plans in place, they might not adequately protect us in the event of a system failure.
While many of our operations have disaster recovery plans in place, we currently do not have excess or standby computer processing
or network capacity everywhere in the world to avoid disruption in the receipt, processing and delivery of data in the event of a system
failure. Despite any precautions we take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer
viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers
and from our servers to our clients. Corruption or loss of data may result in the need to repeat a clinical trial at no cost to the client, but
at significant cost to us, the termination of a contract or damage to our reputation.
In addition, any failure by the computer environments we use to provide sufficient processing or network capacity to transfer
data could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data
collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability
to deliver services to our clients and increase our costs. Additionally, significant delays in system enhancements or inadequate
performance of new or upgraded systems once completed could damage our reputation and harm our business. Finally, long-term
disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of
terrorism, particularly involving cities in which we have offices, could adversely affect our businesses. Although we carry property and
business interruption insurance, our coverage might not be adequate to compensate us for all losses that may occur.
We have continued to undertake significant programs to optimize business processes with respect to our services. Our
inability to effectively manage the implementation and adapt to new processes designed into new or upgraded systems in a timely and
cost-effective manner may result in disruption to our business and negatively affect our operations.
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We have entered into agreements with certain vendors to provide systems development, integration services and hosting of IT
platform(s) for programs to optimize our business processes. If such vendors fail to perform as required or if there are substantial
delays in developing, implementing and updating the IT platform, our client delivery may be impaired, and we may have to make
substantial further investments, internally or with third parties, to achieve our objectives. Additionally, our progress may be limited by
parties with existing or claimed patents who seek to enjoin us from using preferred technology or seek license payments from us.
Meeting our objectives is dependent on a number of factors which may not take place as we anticipate, including obtaining adequate
technology-enabled services, creating IT-enabled services that our clients will find desirable and implementing our business model
with respect to these services. Also, increased IT-related expenditures may negatively impact our profitability.
We may experience challenges with the acquisition, development, enhancement or deployment of technology necessary for
our business.
We operate in businesses that require sophisticated computer systems and software for data collection, data processing, cloud-
based platforms, analytics, cryptography, statistical projections and forecasting, mobile computing, social media analytics and other
applications and technologies, particularly in our Technology & Analytics Solutions and Research & Development Solutions
businesses. We are building artificial intelligence (AI) technologies into internal applications and solutions we use with others,
including clients; we expect the use of AI to grow. We seek to address some of our technology risks by increasing our reliance on the
use of innovations by cross-industry technology leaders and adapt these for our biopharmaceutical and healthcare industry clients.
Some of these technologies supporting the industries we serve are changing rapidly and we must continue to adapt to these changes in
a timely and effective manner at an acceptable cost. We also must continue to deliver data to our clients in forms that are easy to use
while simultaneously providing clear answers to complex questions. There can be no guarantee that we will be able to develop, acquire
or integrate new technologies, that these new technologies will meet our needs or those of our clients’ needs or achieve expected
investment goals, or that we will be able to do so as quickly or cost-effectively as our competitors. Significant technological change
could render certain of our services obsolete. Moreover, the introduction of new services embodying new technologies could render
certain of our existing services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage
and process ever-increasing amounts of data and information and improve the performance, features and reliability of our services in
response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design,
development, testing, introduction or marketing of our services. New services, or enhancements to existing services, may not
adequately meet our own requirements or those of current and prospective clients or achieve any degree of significant market
acceptance. Regulations relating to the use of AI and the interpretation of those regulations by regulators, courts and others are in the
early stages of development and evolving, which may make it difficult to identify adequate compliance requirements or suitable
governance practices to meet those requirements. These types of failures could have a material adverse effect on our operating results,
financial condition and reputation.
Consolidation in the industries in which our clients operate may reduce the volume of services purchased by consolidated
clients following an acquisition or merger, which could materially harm our operating results and financial condition.
Mergers or consolidations among our clients have in the past and could in the future reduce the number of our clients and
potential clients. When companies consolidate, overlapping services previously purchased separately are usually purchased only once
by the combined entity, leading to loss of revenues. Other services that were previously purchased by one of the merged or
consolidated entities may be deemed unnecessary or cancelled. If our clients merge with or are acquired by other entities that are not
our clients, or that use fewer of our services, they may discontinue or reduce their use of our services. There can be no assurance as to
the degree to which we may be able to address the revenues impact of such consolidation. Any of these developments could materially
harm our operating results and financial condition.
We may be adversely affected by client or therapeutic concentration.
Although we did not have any client that represented 10% or more of our revenues in 2024, 2023 and 2022, we derive the
majority of our revenues from a number of large clients. If any large client decreases or terminates its relationship with us, our
business, results of operations or financial condition could be materially adversely affected.
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Additionally, conducting multiple clinical trials for different clients in a single therapeutic class involving drugs with the
same or similar chemical action has in the past and may in the future adversely affect our business if some or all of the clinical trials are
canceled because of new scientific information or regulatory judgments that affect the drugs as a class or if industry consolidation
results in the rationalization of drug development pipelines. Similarly, marketing and selling drugs for different biopharmaceutical
companies with similar chemical actions subjects us to risk if new scientific information or regulatory judgment prejudices the drugs as
a class, which may lead to compelled or voluntary prescription limitations or withdrawal of some or all of such drugs from the market.
Our business is subject to international economic, political and other risks that could negatively affect our results of
operations and financial condition.
We have significant operations in countries that may require complex arrangements to deliver services throughout the world
for our clients. Additionally, we have established operations in locations remote from our most developed business centers. As a result,
we are subject to heightened risks inherent in conducting business internationally, including the following:
•
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, resulting in delays or
potential cancellation of contracts, which in turn may result in loss of revenues;
•
the United States or foreign countries have and could continue to enact legislation or impose regulations or other
restrictions, including unfavorable labor regulations, tax policies, trade barriers, or economic sanctions, which
could have an adverse effect on our ability to conduct business in or expatriate profits from the countries in which
we operate, including hiring, retaining and overseeing qualified management personnel for managing operations in
multiple countries, differing employment practices and labor issues, and tax-related risks, including the imposition
of taxes and the lack of beneficial treaties, that result in a higher effective tax rate for us;
•
foreign countries are expanding or may expand their regulatory framework with respect to patient informed
consent, protection and compensation in clinical trials, which could delay or inhibit our ability to conduct clinical
trials in such jurisdictions;
•
the regulatory or judicial authorities of foreign countries may not enforce legal rights and recognize business
procedures in a manner in which we are accustomed or would reasonably expect;
•
local, economic, political and social conditions, including 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;
•
immigration laws are subject to legislative change and varying standards of application and enforcement due to
political forces, economic conditions or other events (including proposals in the U.S. to change limitations on
temporary and permanent workers), and local immigration laws may require us to meet certain other legal
requirements as a condition to obtaining or maintaining entry visas, which may impact our ability to provide
services to our clients;
•
potential violations of local laws or anti-bribery laws, such as the United States Foreign Corrupt Practices Act
(“FCPA”), and the UK Bribery Act, may cause difficulty in managing foreign operations, as well as significant
consequences to us if those laws are violated;
•
clients in foreign jurisdictions may have longer payment cycles, and it may be more difficult to collect receivables
in foreign jurisdictions; and
30
•
natural disasters, public health emergencies and pandemics such as the COVID-19, including any variants, or
international conflict, 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.
These risks and uncertainties could negatively impact our ability to, among other things, perform large, global projects for our
clients. Furthermore, our ability to deal with these issues could be affected by applicable United States laws and the need to protect our
assets. Any such risks could have an adverse impact on our financial condition and results of operations.
Climate change may have an impact on our business.
While we have determined that, at this time, climate change does not present a material risk to our business given the nature
of our activities, we continue to evaluate and mitigate our business risks associated with climate change, and we recognize that there
are inherent climate-related risks wherever business is conducted. Any of our office or IT systems locations may be vulnerable to the
adverse effects of climate change. Furthermore, climate change may impact patients in our clinical trials and our employees,
particularly where they work remotely. Changing market dynamics, global policy developments, and the increasing frequency and
impact of extreme weather events on critical infrastructure have the potential to disrupt our business, the business of our third-party
suppliers, and the business of our customers, and may cause us to experience losses and additional costs to maintain or resume
operations.
Increasing focus on sustainability and other similar initiatives could increase our costs, and inaction could harm our
reputation and adversely impact our financial results.
There has been increasing public focus by investors, customers, environmental activists, the media, and governmental and
nongovernmental organizations on a variety of environmental and sustainability matters. In light of the importance of this to our
internal and external stakeholders, if we are not effective in addressing environmental and sustainability matters affecting our business,
or setting and meeting relevant sustainability goals, our reputation and financial results may suffer. We may experience increased costs
in order to execute upon our sustainability goals and measure achievement of those goals, which could have an adverse impact on our
business and financial condition.
In addition, this emphasis on environmental and sustainability matters has resulted and may result in the adoption of new laws
and regulations, including new reporting requirements (including, but not limited to the EU Corporate Sustainability Reporting
Directive, the EU Taxonomy, and the EU Corporate Sustainability Due Diligence Directive). Such rules may require us to incur
significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures
regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our
management and Board. If we fail to comply with new laws, regulations, or reporting requirements, our reputation and business could
be adversely impacted. In addition, compliance with new laws, regulations, and reporting requirements may increase our costs, result in
disclosures of potentially competitively sensitive information, or may cause us to be targeted by activists, regulators, or others who
want us to take a different approach to such matters or increase our disclosures or commitments.
In addition, certain environmental and sustainability disclosures and commitments we make may be reliant in part or in whole
on third party information, which we cannot verify the quality of, and third party performance, which we cannot guarantee. We may
fail to meet our environmental and sustainability commitments either entirely or on the schedule we commit to.
Exchange rate fluctuations may affect our results of operations and financial condition.
Because a large portion of our revenues and expenses are denominated in currencies other than the United States dollar and
our financial statements are reported in United States dollars, changes in foreign currency exchange rates could significantly affect our
results of operations and financial condition. Exchange rate fluctuations between local currencies and the United States dollar create
risk in several ways, including:
31
•
Foreign Currency Translation Risk. The revenues and expenses of our foreign operations are generally
denominated in local currencies and translated into United States dollars for financial reporting purposes.
Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States dollars for
purposes of reporting our consolidated results. Unanticipated currency fluctuations have affected and could
continue to affect our financial results and cause our results to differ from investor expectations or our own
guidance in any future periods.
•
Foreign Currency Transaction Risk. We are subject to foreign currency transaction risk for fluctuations in
exchange rates during the period of time between the consummation and cash settlement of a transaction. We earn
revenues from our service contracts over a period of several months and, in some cases, over several years.
Accordingly, exchange rate fluctuations during this period may affect our profitability with respect to such
contracts.
•
Foreign Currency Risk from Differences in Customer Contract Currency and Operating Costs Currency. The
majority of our Research & Development Solutions global contracts are denominated in U.S. dollars or Euros while
our operating costs in foreign countries are denominated in various local currencies. Fluctuations in the exchange
rates of the currencies we use to contract with our customers and the currencies in which we incur cost to fulfill
those contracts can have an adverse impact on our results of operations.
We may aim to limit these risks through exchange rate fluctuation provisions stated in our service contracts, or we may hedge
our transaction risk with foreign currency exchange contracts or options. We have not, however, hedged all of our foreign currency
transaction risk, and we may experience fluctuations in financial results from our operations outside the United States and foreign
currency transaction risk associated with our service contracts.
Due to the global nature of our business, we may be exposed to liabilities under anti-corruption laws, including the United
States Foreign Corrupt Practices Act, the United Kingdom Bribery Act and various international anti-corruption laws, and any
allegation or determination that we violated these laws could have a material adverse effect on our business.
We are required to comply with the FCPA, the UK Bribery Act and other international anti-corruption laws, which prohibit
companies from engaging in bribery including corruptly or improperly offering, promising, or providing money or anything else of
value to non-United States officials and certain other recipients. In addition, the FCPA imposes certain books, records, and accounting
control obligations on public companies and other issuers. We operate in parts of the world in which corruption can be common and
compliance with anti-bribery laws may conflict with local customs and practices. Our global operations face the risk of unauthorized
payments or offers being made by employees, consultants, sales agents, and other business partners outside of our control or without
our authorization. It is our policy to implement safeguards to prohibit these practices by our employees and business partners with
respect to our operations. However, irrespective of these safeguards, or as a result of monitoring compliance with such safeguards, it is
possible that we or certain other parties may discover or receive information at some point that certain employees, consultants, sales
agents, or other business partners may have engaged in corrupt conduct for which we might be held responsible. Violations of the
FCPA, the UK Bribery Act or other international anti-corruption laws may result in restatements of, or irregularities in, our financial
statements as well as severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our
business, operating results and financial condition. In some cases, companies that violate the FCPA may be debarred by the United
States government and/or lose their United States export privileges. Changes in anti-corruption laws or enforcement priorities could
also result in increased compliance requirements and related costs which could adversely affect our business, financial condition and
results of operations. In addition, the United States or other governments may seek to hold us liable for successor liability FCPA
violations or violations of other anti-corruption laws committed by companies in which we invest or that we acquired or will acquire.
We face risks related to sales to government entities.
We derive a portion of our revenues from sales to government entities around the world. In general, our contracts with
government entities are terminable at will by the government entity at any time. Government demand and payment for our services
may be affected by public-sector budgetary cycles and funding authorizations, including government shutdowns. Government contracts
are 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 relevant government. As a result, failure to comply with these rules could have an adverse effect on our
future business, reputation, operating results and financial condition.
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If we are unable to successfully develop and market new services or enter new markets, our growth, results of operations
or financial condition could be adversely affected.
A key element of our growth strategy is the successful development and marketing of new services or entering new markets
that complement or expand our existing business. As we develop new services or enter new markets, including services targeted at
participants in the broader healthcare industry, we may not have or adequately build the competencies necessary to perform such
services satisfactorily, may not receive market acceptance for such services or may face increased competition. If we are unable to
succeed in developing new services, entering new markets or attracting a client base for our new services or in new markets, we will be
unable to implement this element of our growth strategy, and our future business, reputation, results of operations and financial
condition could be adversely affected.
Our Research & Development Solutions business could subject us to potential liability that may adversely affect our results
of operations and financial condition.
Our Research & Development Solutions business involves the testing of new drugs on patients in clinical trials and, if
marketing approval is granted, the availability of these drugs to be prescribed to patients. Our involvement in the clinical trials and
development process creates a risk of liability for personal injury to or death of patients, particularly those with life-threatening
illnesses, resulting from adverse reactions to the drugs administered during testing or after product launch, respectively. For example,
we have from time to time been sued and may be sued in the future by individuals alleging personal injury due to their participation in
clinical trials and seeking damages from us under a variety of legal theories. Although we maintain the types and amounts of insurance
we view as customary in the industries and countries in which we operate, if we are required to pay damages or incur defense costs in
connection with any personal injury claim that is outside the scope of indemnification agreements we have with our clients, if any
indemnification agreement is not performed in accordance with its terms or if our liability exceeds the amount of any applicable
indemnification limits or available insurance coverage, our financial condition, results of operations and reputation could be materially
and adversely affected. We maintain professional liability insurance, including liability for completed operations coverage. In the
future, we may not be able to get adequate insurance for these types of risks at reasonable rates.
We also contract with physicians to serve as investigators in conducting clinical trials. If the investigators commit errors or
make omissions during a clinical trial that result in harm to clinical trial patients or after a clinical trial to a patient using the drug after
it has received regulatory approval, claims for personal injury or liability damages may result. Additionally, if the investigators engage
in fraudulent behavior, clinical trial data may be compromised, which may require us to repeat the clinical trial or subject us to liability.
We do not believe we are legally responsible for the medical care rendered by such third-party investigators, and we would vigorously
defend any claims brought against us. However, it is possible we could be found liable for claims with respect to the actions of third-
party investigators, which may adversely affect our financial condition, results of operations and reputation.
Social media platforms are increasingly being used to communicate about biopharmaceutical products and the diseases our
customers’ medicines and drug candidates are designed to treat. Social media practices in the biopharmaceutical industry continue to
evolve and regulations relating to such use are not always clear and create uncertainty and risk of noncompliance with regulations
applicable to our Research & Development Solutions business. For example, patients may use social media channels to comment on
the effectiveness of a product or to report an alleged adverse event. When such disclosures occur, there is a risk that we may fail to
monitor and comply with applicable adverse event reporting obligations.
Some of our services involve direct interaction with clinical trial subjects or volunteers and subcontracting into a network
of Phase I clinical facilities, which could create potential liability that may adversely affect our results of operations, financial
condition and reputation.
We subcontract into a network of facilities where Phase I clinical trials are conducted, which ordinarily involve testing an
investigational drug on a limited number of healthy individuals, typically 20 to 80 persons, to determine such drug’s basic safety.
Failure to operate such a facility in accordance with applicable regulations could result in that facility being shut down, which could
disrupt our operations. Additionally, we face risks associated with adverse events resulting from the administration of such drugs to
healthy volunteers and the professional malpractice of medical care providers. Any professional malpractice or negligence by such
investigators, nurses or other subcontracted employees could potentially result in liability to us in the event of personal injury to or
death of a healthy volunteer in clinical trials, and could also cause us reputational harm. This liability, particularly if it were to exceed
the limits of any indemnification agreements and insurance coverage we may have, may adversely affect our financial condition,
results of operations and reputation.
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Our Contract Sales & Medical Solutions business could result in liability to us if a drug causes harm to a patient. While
we are generally indemnified and insured against such risks, we may still suffer financial losses.
When we market drugs under contract for a biopharmaceutical company, we could suffer liability for harm allegedly caused
by those drugs, either as a result of a lawsuit against the biopharmaceutical company to which we are joined, a lawsuit naming us or
any of our subsidiaries or an action launched by a regulatory body. While we are generally indemnified by the biopharmaceutical
company for the action of the drugs we market on its behalf, and we carry insurance to cover harm caused by our negligence in
performing services, it is possible that we could nonetheless incur financial losses, regulatory penalties or both. In particular, any claim
could result in potential liability for us if the claim is outside the scope of the indemnification agreement we have with the
biopharmaceutical company, the biopharmaceutical company does not abide by the indemnification agreement as required or the
liability exceeds the amount of any applicable indemnification limits or available insurance coverage. Such a finding could have an
adverse impact on our financial condition, results of operations and reputation. Furthermore, negative publicity associated with harm
caused by drugs we helped to market could have an adverse effect on our business and reputation.
Our insurance may not cover all of our indemnification obligations and other liabilities associated with our operations.
We maintain insurance designed to provide coverage for ordinary risks associated with our operations and our ordinary
indemnification obligations. The coverage provided by such insurance may not be adequate for all claims we may make or may be
contested by our insurance carriers. If our insurance is not adequate or available to pay liabilities associated with our operations, or if
we are unable to purchase adequate insurance at reasonable rates in the future, our profitability may be adversely impacted.
If we are unable to attract suitable investigators and patients for our clinical trials, our clinical development business
might suffer.
The timely recruitment of investigators and patients for clinical trials is essential to our Research & Development Solutions
business. Investigators are typically located at hospitals, clinics or other sites and supervise the administration of the investigational
drug to patients during the course of a clinical trial. Patients generally include people from the communities in which the clinical trials
are conducted. Investigators may be unwilling to participate for a variety of reasons, including the increasing complexity of clinical
trials, inability to hire and retain qualified staff or perception that the fair market value for services rendered is inadequate. Our clinical
development business could be adversely affected if we are unable to attract suitable and willing investigators or patients for clinical
trials on a consistent basis. For example, if we are unable to engage investigators to conduct clinical trials as planned or enroll
sufficient patients in clinical trials, we might need to expend additional funds to obtain access to resources or else be compelled to
delay or modify the clinical trial plans, which may result in additional costs to us.
If we lose the services of key personnel or experience sustained labor shortages and are unable to recruit additional
qualified personnel, or we are required to substantially increase wage rates to attract or retain employees, our business could be
adversely affected.
Our success substantially depends on the collective performance, contributions and expertise of our personnel including
senior management and key personnel, qualified professional, scientific and technical operating staff and qualified sales representatives
for our contract sales services. There is significant and increasing competition for qualified personnel, particularly those with higher
educational degrees, such as a medical degree, a Ph.D. or an equivalent degree, or relevant experience in the industry, including highly
technical specialties such as clinical research associates, project managers and technology developers, and in the locations in which we
operate. Increases in inflation, competition and 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. The departure of our key employees, or our inability to continue to identify, attract and retain qualified personnel or replace
departed personnel in a timely fashion, may impact our ability to grow our business and compete effectively in our industry and may
negatively affect our ability to meet financial and operational goals.
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Disruptions in the credit and capital markets and unfavorable general economic conditions could negatively affect our
business, results of operations and financial condition.
Disruptions in the credit and capital markets could have negative effects on our business that may be difficult to predict or
anticipate, including the ability of our clients, vendors, contractors and financing sources to meet their contractual obligations.
Although we are unable to quantify the impact it has had on us, we are aware of a limited number of instances in our Research &
Development Solutions business during the past several years where cancellations, changes in scope and failure to pay timely were
attributable, at least in part, to difficulty in our clients’ ability to obtain financing. In the future such actions by our clients could, if they
involve a significant amount of business with us, have a material adverse effect on our results of operations.
Our effective income tax rate may fluctuate for a variety of reasons, which may adversely affect our operations, earnings
and earnings per share.
Our effective income tax rate is influenced by our projected profitability in the various taxing jurisdictions in which we
operate. Changes in a jurisdiction’s income tax rates and the distribution of our profits and losses among such jurisdictions may have a
significant impact on our effective income tax rate, which in turn could have an adverse effect on our net income and earnings per
share. Other factors that may affect our effective income tax rate include, but are not limited to:
•
changes in the value of deferred tax assets and liabilities;
•
changes in tax laws in various jurisdictions;
•
audits by taxing authorities; and
•
the establishment of valuation allowances against deferred income tax assets if we determined that it is more likely
than not that future income tax benefits will not be realized.
In the course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain
which may require the use of estimates and significant judgement to account for their impact on the effective income tax rate in our
consolidated financial statements. As the regulations and guidance evolve with respect to 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 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. Additional information regarding our income taxes is presented in Note 16 to our audited consolidated financial
statements included in this Annual Report on Form 10-K.
Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-
setting bodies may adversely affect our financial statements.
We are required to prepare our financial statements in accordance with generally accepted accounting principles in the United
States of America (“GAAP”), which is periodically revised and/or expanded. From time to time, we are required to adopt new or
revised accounting standards issued by recognized authoritative bodies, including the FASB and the SEC. It is possible that future
accounting standards we are required to adopt, such as amended guidance for income taxes, may require additional changes to the
current accounting treatment that we apply to our financial statements and may require us to make significant changes to our reporting
systems. Such changes could result in a material adverse impact on our results of operations and financial condition.
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Our relationships with existing or potential clients who are in competition with each other may adversely impact the
degree to which other clients or potential clients use our services, which may adversely affect our results of operations.
The biopharmaceutical industry is highly competitive, with biopharmaceutical companies each seeking to persuade payers,
providers and patients that their drug therapies are better and more cost-effective than competing therapies marketed or being
developed by competing firms. In addition to the adverse competitive interests that biopharmaceutical companies have with each other,
biopharmaceutical companies also have adverse interests with respect to drug selection and reimbursement with other participants in
the healthcare industry, including payers and providers. Biopharmaceutical companies also compete to be first to market with new drug
therapies. We regularly provide services to biopharmaceutical companies who compete with each other, and we sometimes provide
services or funding to such clients regarding competing drugs in development. Our existing or future relationships with our
biopharmaceutical clients may therefore deter other biopharmaceutical clients from using our services or may result in our clients
seeking to place limits on our ability to serve other biopharmaceutical industry participants in connection with drug development
activities. In addition, our further expansion into the broader healthcare market may adversely impact our relationships with
biopharmaceutical clients, and such clients may elect not to use our services, reduce the scope of services that we provide to them or
seek to place restrictions on our ability to serve clients in the broader healthcare market with interests that are adverse to theirs. A loss
of clients or reductions in the level of revenues from a client could have a material adverse effect on our results of operations, business
and prospects.
If we are unable to successfully identify, acquire and integrate existing businesses, services and technologies, our business,
results of operations and financial condition could be adversely impacted.
We anticipate that a portion of our future growth may come from acquiring existing businesses, services or technologies. The
success of any acquisition will depend upon, among other things, our ability to effectively integrate acquired personnel, operations,
services and technologies into our business and to retain the key personnel and clients of our acquired businesses. In addition, we may
be unable to identify suitable acquisition opportunities, obtain any necessary financing on commercially acceptable terms or receive
regulatory approvals, which have become increasingly more challenging, costly and time consuming, to move forward with the
transaction as contemplated in a timely manner or at all. We may also spend time and money investigating and negotiating with
potential acquisition targets but not complete the transaction. Any future acquisition could involve other risks, including, among others,
the assumption of additional liabilities and expenses, termination fees, litigation costs if a regulator decides to block a proposed
transaction and we challenge the regulator's decision through an administrative or legal process, difficulties and expenses in connection
with integrating the acquired companies and achieving the expected benefits, issuances of potentially dilutive securities or interest-
bearing debt, loss of key employees of the acquired companies, transaction costs, diversion of management’s attention from other
business concerns and, with respect to the acquisition of foreign companies, the inability to overcome differences in foreign business
practices, language and customs. Our failure to identify potential acquisitions, complete targeted acquisitions and integrate completed
acquisitions could have a material adverse effect on our business, financial condition and results of operations.
Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and acquired
intangible assets.
We assess the realizability of our goodwill annually and conduct an interim evaluation for goodwill and acquired intangible
assets whenever events or changes in circumstances, such as operating losses or a significant decline in earnings associated with the
acquired business or asset, indicate that these assets may be impaired. Our ability to realize the value of the goodwill and acquired
intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn could depend in part on how
well we have integrated these businesses into our own business. If we are not able to realize the value of the goodwill and acquired
intangible assets, we may be required to incur material charges relating to the impairment of those assets. Such impairment charges
could materially and adversely affect our operating results and financial condition.
We face risks arising from the restructuring of our operations.
From time to time, we have adopted restructuring plans to improve our operating efficiency through various means such as
reduction of overcapacity, elimination of non-billable support roles or other realignment of resources. Restructuring presents
significant potential risks of events occurring that could adversely affect us, including:
•
actual or perceived disruption of service or reduction in service standards to clients;
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•
the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve
conflicts that may arise;
•
loss of sales as we reduce or eliminate staffing on non-core services;
•
diversion of management attention from ongoing business activities; and
•
the failure to maintain employee morale and retain key employees.
Further, any such restructuring would result in charges that, if material, could harm our results of operations and significantly
reduce our cash position or increase debt. In addition, we may incur certain unforeseen costs once any restructuring activities are
implemented. Further, if we determine to effect any restructuring, we can give no assurance that any projected cost reductions resulting
from such restructuring activities will be achieved within the expected timeframe, or at all.
Because of these and other factors, we cannot predict whether we will realize the purpose and anticipated benefits of these
measures and, if we do not, our business and results of operations may be adversely affected.
Additionally, there may be delays in implementing the restructuring activities or a failure to achieve the anticipated levels of
cost savings and efficiency as a result of the restructuring activities, each of which could materially and adversely impact our business
and results of operations. Further restructuring or reorganization activities may also be required in the future beyond what is currently
planned, which could further enhance the risks associated with these activities.
Risks Relating to Our Industry
The biopharmaceutical services industry is highly competitive and our business could be materially impacted if we do not
compete effectively or rapidly adapt to technological change.
The biopharmaceutical services industry is highly competitive. Our business often competes with other biopharmaceutical
services companies, internal discovery departments, development departments, sales and marketing departments, information
technology departments and other departments within our clients, some of which could be considered large biopharmaceutical services
companies in their own right with greater resources than ours. We also compete with universities, teaching hospitals, government
agencies and others. If we do not compete successfully, our business will suffer. The biopharmaceutical services industry is highly
fragmented, with numerous smaller specialized companies and various companies with multi-country capabilities similar to certain of
our own capabilities. Increased competition has led to price and other forms of competition, such as acceptance of less favorable
contract terms, that could adversely affect our operating results. There are few barriers to entry for companies considering offering any
one or more of the services we offer. Because of their size and focus, these companies might compete effectively against us, which
could have a material adverse impact on our business.
In addition, the emergence of the use of Real World Evidence and new approaches such as machine learning and artificial
intelligence that capitalize on the availability of large data sets may reduce the time and costs of the discovery and development process,
may allow our clients to more readily perform for themselves clinical development tasks and services that we have typically provided,
may cause even greater price competition or may render certain data offerings less valuable or relevant. More broadly, our current
competitors or other businesses might develop technologies or services that are more effective or commercially attractive than, or render
obsolete, our current or future technologies and services. We may also fail to fully leverage the technologies available to us or develop
technologies quickly enough to be competitively useful. Our failure to develop and offer competitive services that address these and
other technological advances in a timely, cost-effective manner or to keep pace with rapid technological change could adversely affect
our competitive position and our results of operations.
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Our future growth and success will depend on our ability to successfully compete with other companies that provide similar
services in the same markets, some of which may have financial, marketing, technical and other advantages. We also expect that
competition will continue to increase as a result of consolidation among these various companies. Large technology companies with
substantial resources, technical expertise and greater brand power could also decide to enter or further expand in the markets where our
business operates and compete with us. If one or more of our competitors or potential competitors were to merge or partner with
another of our competitors, or if a new entrant emerged with substantial resources, the change in the competitive landscape could
adversely affect our ability to compete effectively. We compete on the basis of various factors, including breadth and depth of services,
reputation, reliability, quality, geographic coverage, innovation, security, price and industry expertise and experience. In addition, our
ability to compete successfully may be impacted by the growing availability of health information from social media, government
health information systems and other free or low-cost sources. Consolidation or integration of wholesalers, retail pharmacies, health
networks, payers or other healthcare stakeholders may lead any of them to provide information services directly to clients or indirectly
through a designated service provider, resulting in increased competition from firms that may have lower costs to market (e.g., no data
supply costs). Any of the above may result in lower demand for our services, which could result in a material adverse impact on our
operating results and financial condition.
Outsourcing trends in the biopharmaceutical industry and changes in aggregate spending and research and development
budgets could adversely affect our operating results and growth rate.
Economic factors and industry trends that affect biopharmaceutical companies affect our Research & Development Solutions
business. Biopharmaceutical companies continue to seek long-term strategic collaborations with global clinical research organizations
with favorable pricing terms. Competition for these collaborations is intense and we may decide to forego an opportunity or we may
not be selected, in which case a competitor may enter into the collaboration and our business with the client, if any, may be limited. In
addition, if the biopharmaceutical industry reduces its Research & Development Solutions activities or reduces its outsourcing of
clinical trials and sales and marketing projects or such outsourcing fails to grow at projected rates, our operations and financial
condition could be materially and adversely affected.
Our smaller biopharmaceutical company customers may rely on funding from venture capital and other sources to drive their
business. When this funding is reduced, these customers have been and may in the future be forced to reduce their outsourced R&D and
commercialization expenditures or may be unable to pay for services rendered, which could have a material adverse effect on our
business and results of operations.
We may also be negatively impacted by consolidation and other factors in the biopharmaceutical industry, which may slow
decision making by our clients or result in the delay or cancellation of clinical trials. Our commercial services may be affected by
reductions in new drug launches and increases in the number of drugs losing patent protection. Further, in the event that one of our
customers combines with a company that is using the services of one of our competitors, the combined company could decide to use
the services of that competitor or another provider. All of these events could adversely affect our business, results of operations or
financial condition.
Our business may be materially and adversely impacted by factors affecting the biopharmaceutical and healthcare
industries.
The vast majority of our revenues are generated from sales to the biopharmaceutical and healthcare industries. The clients we
serve in these industries are commonly subject to financial pressures, including, but not limited to, increased costs, reduced demand for
their products, reductions in pricing and reimbursement for products and services, formulary approval and placement, government
approval to market their products and limits on the manner by which they market their products, loss of patent exclusivity (whether due
to patent expiration or as a result of a successful legal challenge) and the proliferation of or changes to regulations applicable to these
industries. To the extent our clients face such pressures, or they change how they utilize our offerings, the demand for our services, or
the prices our clients are willing to pay for those services, may decline. Any such decline could have a material adverse effect on our
business, operating results and financial condition.
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We may be affected by healthcare reform and potential additional reforms, which may adversely impact the
biopharmaceutical industry and reduce demand for our services or negatively impact our profitability.
The United States Congress continues to consider healthcare reform legislation and impose health industry cost containment
measures, which may significantly impact the biopharmaceutical industry. In addition, numerous government bodies are considering or
have adopted various healthcare reforms and may undertake, or are in the process of undertaking, efforts to control growing healthcare
costs through legislation, regulation and voluntary agreements with medical care providers and biopharmaceutical companies. We are
uncertain as to the effects of these recent reforms on our business and are unable to predict what legislative proposals, if any, will be
adopted in the future. If regulatory cost containment efforts limit the profitability of new drugs by, for example, continuing to place
downward pressure on pharmaceutical pricing and/or increasing regulatory burdens and operating costs of the biopharmaceutical
industry, our clients may reduce their research and development spending or promotional, marketing and sales expenditures, which
could reduce the business they outsource to us. For example, in August 2022, the Inflation Reduction Act was signed into law in the
United States, which, among other things, requires manufacturers of certain drugs to engage in price negotiations with Medicare
(beginning in 2026), imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation
(first due in 2023), and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). In
addition, changes to the Medicaid program or the federal 340B drug pricing program, which imposes ceilings on prices that drug
manufacturers can charge for medications sold to certain health care facilities, could have a material impact on our customers, which
could reduce demand for our services. Similarly, if regulatory requirements are relaxed or simplified drug approval procedures are
adopted, the demand for our services could decrease.
Foreign and domestic government bodies have adopted and may continue to adopt new healthcare legislation or regulations
that are more burdensome than existing regulations. For example, product safety concerns and recommendations by the Drug Safety
Oversight Board could change the regulatory environment for drug products, and new or heightened regulatory and licensing
requirements may increase our expenses or limit or delay our ability to offer some of our services. We might have to incur additional
costs to comply with these or other new regulations, and failure to comply could harm our financial condition, results of operations,
cash flows, and reputation, and result in adverse legal action(s). Additionally, new or heightened regulatory requirements may have a
negative impact on the ability of our clients to conduct industry-sponsored clinical trials, which could reduce the need for our services.
Actions by government regulators or clients to limit a prescription’s scope or withdraw an approved drug from the market
could adversely affect our business and result in a loss of revenues.
Government regulators have the authority, after approving a drug, to regulate or limit its scope of prescription or withdraw it
from the market completely based on safety concerns. Similarly, clients may act to voluntarily limit the scope of prescription of drugs
or withdraw them from the market. In the past, we have provided services with respect to drugs that have been limited and/or
withdrawn. If we are providing services to clients for drugs that are limited or withdrawn, we may be required to narrow the scope of
or terminate our services with respect to such drugs, which would prevent earning the full amount of revenues anticipated under the
related service contracts with negative impacts to our financial results.
Laws restricting biopharmaceutical sales and marketing practices may adversely impact demand for our services.
There have been a significant number of laws, legislative initiatives and regulatory actions over the years that seek to limit
biopharmaceutical sales and marketing practices. For example, three states in 2006 and 2007 passed laws restricting the use of
prescriber identifiable information for the purpose of promoting branded prescription medicines. Although these laws were
subsequently declared to be unconstitutional based on a decision of the U.S. Supreme Court in Sorrell v. IMS Health in 2011, we are
unable to predict whether, and in what form, other initiatives may be introduced or actions taken at the state or Federal levels to limit
biopharmaceutical sales and marketing practices. In addition, while we will continue to seek to adapt our services to comply with the
requirements of these laws (to the extent applicable to our services), if enacted, there can be no assurance that our efforts to adapt our
offerings will be successful and provide the same financial contribution to us. There can also be no assurance that future legislative
initiatives will not adversely affect our ability to develop or market current or future offerings, or that any future laws will not diminish
the demand for our services, all of which could, over time, result in a material adverse impact on our operating results and financial
condition.
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Our Research & Development Solutions clients face intense competition from lower cost generic products, which may
lower the amount that they spend on our services.
Our Research & Development Solutions clients face increasing competition from lower cost generic products, which in turn
may affect their ability to pursue research and development activities with us. In the United States, UK, EU and Japan, political
pressure to reduce spending on prescription drugs has led to legislation and other measures which encourages the use of generic
products. In addition, proposals emerge from time to time in the United States and other countries for legislation to further encourage
the early and rapid approval of generic drugs. Loss of patent protection for a product typically is followed promptly by generic
substitutes, reducing our clients’ sales of that product and their overall profitability. Availability of generic substitutes for our clients’
drugs may adversely affect their results of operations and cash flow, which in turn may mean that they would not have surplus capital
to invest in research and development and drug commercialization, including in our services. If competition from generic products
impacts our clients’ finances such that they decide to curtail our services, our revenues may decline and this could have a material
adverse effect on our business.
Risks Relating to Our Indebtedness
Restrictions imposed in the senior secured credit facilities (as defined below) and other outstanding indebtedness,
including the indentures governing outstanding notes issued by our wholly owned subsidiary IQVIA Inc., may limit our ability to
operate our business and to finance our future operations or capital needs or to engage in other business activities.
The terms of the senior secured credit facilities restrict IQVIA and its restricted subsidiaries from engaging in specified types
of transactions. These covenants restrict the ability of IQVIA and its restricted subsidiaries, among other things, to:
•
incur liens;
•
make investments and loans;
•
incur indebtedness or guarantees;
•
issue preferred stock of a restricted subsidiary;
•
issue disqualified equity;
•
engage in mergers, acquisitions and asset sales;
•
declare dividends, make payments or redeem or repurchase equity interests;
•
alter the business IQVIA and its restricted subsidiaries conduct;
•
make restricted payments;
•
enter into agreements limiting restricted subsidiary distributions;
•
prepay, redeem or purchase certain indebtedness; and
•
engage in certain transactions with affiliates.
In addition, the revolving credit facility and the term A and B loans under the Fifth Amended and Restated Credit Agreement
(as defined below) require IQVIA to comply with a quarterly maximum senior secured net leverage ratio test and minimum interest
coverage ratio test. IQVIA’s ability to comply with these financial covenants can be affected by events beyond our control, and IQVIA
may not be able to satisfy them. Additionally, the restrictions contained in the indentures governing the outstanding notes could also
limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or
business plans.
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A breach of any of these covenants could result in a default under the senior secured credit facilities or the indentures
governing the outstanding notes, which could trigger acceleration of our indebtedness and may result in the acceleration of or default
under any other debt to which a cross-acceleration or cross-default provision applies, which could have a material adverse effect on our
business, operations and financial results. In the event of any default under the senior secured credit facilities, the applicable lenders
could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid
interest and any fees and other obligations, to be due and payable. In addition, or in the alternative, the applicable lenders could
exercise their rights under the security documents entered into in connection with the senior secured credit facilities. IQVIA and the
other subsidiary guarantors have pledged substantially all of their tangible and intangible assets (subject to customary exceptions) as
collateral under the senior secured credit facilities, including the stock and the assets of certain of our current and future wholly owned
United States subsidiaries and a portion of the stock of certain of our non-United States subsidiaries.
If we were unable to repay or otherwise refinance these borrowings and loans when due, the applicable lenders could proceed
against the collateral granted to them to secure that indebtedness, which could force us into bankruptcy or liquidation. In the event the
applicable lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that
indebtedness. Any acceleration of amounts due under the Fifth Amended and Restated Credit Agreement governing the senior secured
credit facilities or the exercise by the applicable lenders of their rights under the security documents would likely have a material
adverse effect on us.
Despite our level of indebtedness, we are able to incur more debt and undertake additional obligations. Incurring such
debt or undertaking such additional obligations could further exacerbate the risks to our financial condition.
Although the Fifth Amended and Restated Credit Agreement, which governs the senior secured credit facilities of our wholly
owned subsidiary through which we conduct our operations, IQVIA Inc., contains restrictions on the incurrence of additional
indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance
with these restrictions could increase. In addition, the receivables financing facility for one of our consolidated subsidiaries, a
bankruptcy-remote special purpose entity (the “SPE”) limits borrowing based on the amount of receivables purchased by the SPE from
certain of our other subsidiaries, but when supported by the value of such purchased receivables, the debt under our receivables
financing facility can increase.
While the Fifth Amended and Restated Credit Agreement also contains restrictions on our and our restricted subsidiaries’
ability to make loans and investments, these restrictions are subject to a number of qualifications and exceptions, and the investments
incurred in compliance with these restrictions could be substantial.
Restrictive covenants in our other indebtedness may limit our flexibility in our current and future operations, particularly
our ability to respond to changes in our business or to pursue our business strategies.
The terms contained in certain of our indebtedness, including credit facilities and any future indebtedness of ours, may
include a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our and
our restricted subsidiaries’ ability to take actions that we believe may be in our interest. These agreements, among other things, limit
our ability to:
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incur additional debt;
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provide guarantees in respect of obligations of other persons;
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issue redeemable stock and preferred stock;
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pay dividends or distributions or redeem or repurchase capital stock;
•
prepay, redeem or repurchase debt;
•
make loans, investments and capital expenditures;
•
enter into transactions with affiliates;
•
create or incur liens;
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•
make distributions from our subsidiaries;
•
sell assets and capital stock of our subsidiaries;
•
make acquisitions; and
•
consolidate or merge with or into, or sell substantially all of our assets to, another person.
A breach of the covenants or restrictions under the agreements governing our other indebtedness could result in a default
under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt and may result in the acceleration
of any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders and noteholders accelerate
the repayment of our borrowings, we cannot assure that we and our subsidiaries would have sufficient assets to repay such
indebtedness.
Our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of
future financing.
Interest rate fluctuations and our ability to deduct interest expense may affect our results of operations and financial
condition.
In 2024, financial regulators in various jurisdictions, including where we have variable-rate indebtedness outstanding, cut
interest rates modestly while signaling that interest rates could remain higher compared to recent years for an extended period of time
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. We attempt to minimize interest rate risk and lower
our overall borrowing costs through the utilization of derivative financial instruments, primarily swaps. We have entered into and will
continue to enter into swaps with financial institutions that have reset dates and critical terms that match those of our senior secured
term loan credit facility. Accordingly, any change in market value associated with the swaps may be offset by the opposite market
impact on the related debt. Because we do not attempt to hedge all of our variable rate debt, we may incur higher interest costs for the
portion of our variable rate debt which is not hedged.
In addition, the deduction for our interest expense may be limited, which could have an adverse impact on our taxes and net
income.
Risks Relating to Ownership of Our Common Stock
Provisions of the corporate governance documents of IQVIA could make an acquisition of IQVIA difficult and may
prevent attempts by its stockholders to replace or remove its management, even if beneficial to its stockholders.
Our certificate of incorporation and Delaware bylaws and the General Corporation Law of Delaware (the “DGCL”) contain
provisions that could make it difficult for a third party to acquire IQVIA even if doing so might be beneficial to its stockholders,
including:
•
the division of the board of directors into three classes (subject to gradual declassification which began 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);
•
the sole ability of the board of directors to fill a vacancy created by the death or resignation of a director or the
expansion of the board of directors;
•
advance notice requirements for stockholder proposals and director nominations;
•
limitations on the ability of stockholders to call special meetings and to take action by written consent;
•
the approval of holders of 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;
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•
the required approval of holders of a majority of the outstanding shares of IQVIA to remove directors, which
removal may only be for cause; and
•
the ability of the board of directors to issue new series of, and designate the terms of, preferred stock, without
stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect
of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have
not been approved by the board of directors.
In addition, IQVIA is subject to Section 203 of the DGCL regulating corporate takeovers. Section 203, subject to certain
exceptions, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” for a
period of three years following the date that such stockholder became an interested stockholder unless:
•
prior to such date, the board of directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;
•
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding those shares owned by persons who are directors and also officers, and
employee stock plans in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or
•
on or subsequent to such date, the business combination is approved by the board of directors and authorized at an
annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds
of the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 defines “business combination” to include mergers or consolidations between a Delaware corporation
and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its
majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock. In general,
Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person. These provisions
may frustrate or prevent any attempts by stockholders to replace members of the board of directors. Because IQVIA’s board is
responsible for appointing the members of management, these provisions could in turn affect any attempt to replace current members
of management. As a result, stockholders of IQVIA may lose their ability to sell their stock for a price in excess of the prevailing
market price due to these protective measures, and efforts by stockholders to change the direction or management of IQVIA may be
unsuccessful.
Our operating results and share price may be volatile, which could cause the value of our stockholders’ investments to
decline.
Our quarterly and annual operating results may fluctuate in the future, and such fluctuations may be significant. In addition,
securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations.
This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide
price fluctuations regardless of our operating performance. Our operating results and the trading price of our shares may fluctuate in
response to various factors, including:
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market conditions in the broader stock market;
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actual or anticipated fluctuations in our quarterly and annual financial and operating results;
•
introduction of new services by us or our competitors;
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issuance of new or changed securities analysts’ reports or recommendations;
•
sales, or anticipated sales, of large blocks of our stock;
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additions or departures of key personnel;
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regulatory or political developments;
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•
litigation and governmental investigations;
•
changing economic conditions; and
•
exchange rate fluctuations.
These and other factors, many of which are beyond our control, may cause our operating results and the market price for our
shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful
indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their
shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price
of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that
issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a
lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability
and reputation.
Since we have no current plans to pay regular cash dividends on our common stock, stockholders may not receive any
return on investment unless they sell their common stock for a price greater than that which they paid for it.
We do not currently anticipate paying any regular cash dividends on our common stock. Any decision to declare and pay
dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations,
financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our
ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries
incur, including under our existing credit facilities. Therefore, any return on investment in our common stock is solely dependent upon
the appreciation of the price of our common stock on the open market, which may not occur.
Our certificate of incorporation contains a provision renouncing any interest and expectancy in certain corporate
opportunities identified by certain parties, even if such corporate opportunities are ones that we might reasonably be deemed to
have pursued or had the ability or desire to pursue.
Our certificate of incorporation provides that IQVIA renounces any interest or expectancy in the business opportunities of the
TPG Global, LLC, the Bain Capital, LLC, CPP Investment Board Private Holdings Inc., and Leonard Green & Partners, L.P., and their
affiliates (other than our Company and our subsidiaries) and all of their respective partners, principals, directors, officers, members,
managers, managing directors and/or employees, and each such person will have no obligation to offer us such opportunities. This
provision applies to each of these current or former stockholders (and associated parties) only for so long as a nominee designated by
such stockholder under the Shareholders Agreement continues to serve on our board of directors and no individual serving our board of
directors has at any time been designated as a nominee by such stockholder under the Shareholders Agreement. Stockholders are
deemed to have notice of and have consented to this provision of our certificate of incorporation.
Therefore, a director or officer of our Company who also serves as a director, officer, member, manager, or employee of such
stockholders may pursue certain business opportunities, including acquisitions, that may be complementary to its business and, as a
result, such opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on the
business, financial condition, results of operations, or prospects of our Company if attractive corporate opportunities are allocated by
such stockholders to themselves or their other affiliates instead of to us.
Item 1B. Unresolved Staff Comments
None.
44
Item 1C. Cybersecurity
Our Board actively oversees our enterprise risk management program. Our Board’s role in risk oversight is consistent with
our overall leadership structure: management is responsible for assessing and managing our short- and long-term risk exposures, and
our Board and its committees provide effective oversight through independent monitoring of strategic risks and regularly scheduled
meetings with management to discuss in-depth the strategic objectives of the Company and associated risks. In connection with Board
oversight across the entire enterprise risk management program, the Board delegates to the individual committees certain elements of
its oversight function. The Audit Committee of the Board has oversight of cybersecurity risk and receives regular updates on any
developments from our Chief Information Security Officer (“CISO”), including biannual updates on strategies and action plans, with
periodic reports provided to our full Board.
We have an Enterprise Risk Council made up of leaders from our principal functional areas and business units that meets on a
quarterly basis to update our enterprise risk framework used to identify and manage our key risks, including cybersecurity.
Cybersecurity is a standing item on our Enterprise Risk Council agenda and our cybersecurity team regularly presents its work to the
Enterprise Risk Council to enable evolving risks to be integrated into our management processes. The Global Information Security
team, led by our CISO, create cybersecurity processes and frameworks for use throughout IQVIA. Our CISO is an experienced
cybersecurity leader with over 25 years of experience in security, technology and risk management, and has previously served as a
public company CISO for a global financial services firm, where he spent 18 years serving in roles of increasing responsibility, leading
large cross functional security and technology teams.
The IQVIA cybersecurity program employs policies, procedures, guidelines, training, communications, tools, assessments
and other methods and resources to identify and manage cybersecurity risks. Our Integrated Information Security Framework ("IISF")
defines minimum controls and safeguards used to safeguard proprietary and confidential information. Our IISF is based on relevant
industry frameworks and laws, including, but not limited to National Institute of Standards and Technology ("NIST"), Good Practices
Quality Guidelines (GxP), Health Information Trust Alliance (HITRUST), the ISMS Family of Standards (ISO 27000 family), Control
Objectives for Information Technologies (COBIT), the EU General Data Protection Regulation (GDPR), and the Health Insurance
Portability and Accountability Act of 1996 (HIPAA). The framework is integrated with IQVIA policies, standards, procedures, work
instructions, documentation and development and oversight activities. Information is classified into four categories to help individuals
apply the right level of controls and safeguards to information, applications and systems. In 2023, we conducted a mapping of the IISF
with the NIST framework to make it easier for customers and other stakeholders to understand how IQVIA's cybersecurity program
aligns with published frameworks. Our global data centers and IT controls are included in an annual SOC2 Type II attestation program
carried out by an independent audit firm who performs control testing and issues reports. Our set of SOC2 controls is aligned with
ISO27001 specification and therefore provides an equivalent level of assurance on a global level. Additionally, our cybersecurity
controls are regularly assessed as part of our global Internal Audit plan, and the maturity of our Information Security program is also
regularly assessed on at least an annual basis with the help of independent consultants.
Our internal Business Information Security Office ("BISO"), established in 2022, continues to streamline communications
between our IT function and business units. The BISO connects several key functions, including the Chief Information Officer
Business Partnership, business continuity, governance, risk management, and compliance.
Our cybersecurity program focuses on all areas of our business, including cloud-based environments, data centers, devices
used by employees and contractors, facilities, networks, applications, vendors, disaster recovery / business continuity and controls and
safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We learn of
security threats through automated detection solutions as well as reports from users and business partners. We draw on the knowledge
and insight of external cybersecurity experts and vendors and employ an array of third party tools to secure IQVIA information
infrastructure and protect systems and information from unauthorized access. We manage risk in our supply chain through engagement
with suppliers and vendors, including vendor on-boarding risk assessments, ongoing oversight, and independent cyber-reputation score
monitoring for key suppliers.
45
Our business strategy, results of operations and financial condition have not been materially affected by risks from
cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they
will not be materially affected in the future by such risks or any future material incidents. To protect against such threats, we employ an
array of data security technologies, processes and methods across our infrastructure to protect systems and sensitive information from
unauthorized access. We maintain comprehensive identity and access management practices (e.g., roles and access privileges for each
user; multi-factor authentication, privileged user accounts, single sign-on, user lifecycle management) and employ a variety of security
information and event management tools. Non-technical safeguards also play an important role in our cybersecurity program. We
provide standard operating procedures, work instructions, guidelines, communications, training programs, tools and other
documentation and resources to help employees avoid risky practices, help us promptly identify potential or actual issues and employ
cybersecurity requirements in their day-to-day work We also have global incident response procedures, global service tools to log
incidents and issues for investigation, and an ethics line to report concerns and follow-up on matters already reported. For more
information on our cybersecurity related risks, see Item 1A Risk Factors in this Annual Report on Form 10-K.
Item 2. Properties
As of December 31, 2024, we had 305 offices and laboratories located in 86 countries. Our executive headquarters are located
in Research Triangle Park, North Carolina. We own facilities in Buenos Aires, Argentina; Caracas, Venezuela; Los Ruices, Venezuela;
and Bangalore, India. All of our other offices are leased. Our properties are geographically distributed to meet our worldwide operating
requirements, and none of our properties are individually material to our business operations. We believe that collectively our facilities
are suitable and adequate for our present purposes. We continue to assess the suitability, adequacy, productive capacity and utilization
of our existing principal physical properties, and we are in the process of evaluating the future state of our workforce practices, which
may result in changes to our physical property needs.
Item 3. Legal Proceedings
Information pertaining to legal proceedings can be found in Note 12 to our audited consolidated financial statements included
elsewhere in this Annual Report on Form 10-K and is incorporated by reference herein.
Item 4. Mine Safety Disclosures
Not applicable.
46
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities Market Information for Common Stock
Our common stock trades on the NYSE under the symbol “IQV.”
Holders of Record
On February 5, 2025, we had approximately 15 stockholders of record as reported by our transfer agent. Holders of record are
defined as those stockholders whose shares are registered in their names in our stock records and do not include beneficial owners of
common stock whose shares are held in the names of brokers, dealers or clearing agencies.
Dividend Policy
We do not currently intend to pay dividends on our common stock, and no dividends were declared or paid in 2024 or 2023.
However, we expect to reevaluate our dividend policy on a regular basis and may, subject to compliance with the covenants contained
in our Senior Secured Credit Facilities and long-term debt arrangements and other considerations, determine to pay dividends in the
future. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of
our Board of Directors (our "Board"), which may take into account general and economic conditions, our financial condition and
results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and
regulatory restrictions, the implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and any
other factors that our Board may deem relevant. Our long-term debt arrangements contain usual and customary restrictive covenants
that, among other things, place limitations on our ability to declare dividends. For additional information regarding these restrictive
covenants, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources” and Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Recent Sales of Unregistered Securities
We did not sell any unregistered equity securities in 2024.
Purchases of Equity Securities by the Issuer
On October 30, 2013, our Board approved an equity repurchase program (the “Repurchase Program”) authorizing the
repurchase of up to $125 million of our common stock. Our Board increased the stock repurchase authorization under the Repurchase
Program with respect to the repurchase of our common stock by $600 million, $1.5 billion, $2.0 billion, $1.5 billion, $2.0 billion, $2.0
billion, and $2.0 billion in 2015, 2016, 2017, 2018, 2019, 2022, and 2023, respectively. On February 5, 2025, the Board increased the
stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an
additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to
$13,725 million. The Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it may be
modified, extended, suspended or discontinued at any time. The timing and amount of repurchases are determined by our management
based on a variety of factors such as the market price of our common stock, our corporate requirements, and overall market conditions.
Purchases of our common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices,
in block trades, or in privately negotiated transactions. The Repurchase Program for common stock does not have an expiration date. In
addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions
outside of the Repurchase Program.
From inception of the Repurchase Program through December 31, 2024, we have repurchased a total of $10,712 million of
our securities under the Repurchase Program.
During the year ended December 31, 2024, we repurchased 6.4 million shares of our common stock for $1,350 million under
the Repurchase Program. For additional information regarding our equity repurchases, see Part II, Item 7 “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 13 to our audited
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
47
As of December 31, 2024, we had remaining authorization to repurchase up to $1,013 million of our common stock under the
Repurchase Program.
Since the Merger between Quintiles and IMS Health in October 2016, we have repurchased 84.6 million shares of our
common stock at an average market price per share of $122.23 for an aggregate purchase price of $10,338 million both under and
outside of the Repurchase Program. This includes shares withheld from employees to satisfy certain tax obligations due in connection
with grants of stock under the IQVIA Holdings Inc. 2017 Incentive and Stock Award Plan (the “Plan”). The Plan provides for the
withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose.
The shares of common stock withheld to satisfy tax withholding obligations may be deemed to be “issuer purchases” of shares that are
required to be disclosed pursuant to this Item.
The following table summarizes the monthly equity repurchase activity for the three months ended December 31, 2024 and
the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program.
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs
Approximate Dollar
Value of Shares That
May Yet Be
Purchased Under the
Plans or Programs
(in millions, except per share data)
October 1, 2024 – October 31, 2024
—
$
—
—
$
2,163
November 1, 2024 – November 30, 2024
4.9
$
206.15
4.9
$
1,163
December 1, 2024 – December 31, 2024
0.7
$
195.56
0.7
$
1,013
5.6
5.6
Stock Performance Graph
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by
reference into any filing of IQVIA Holdings Inc. under the Exchange Act or under the Securities Act, except as shall be expressly set
forth by specific reference in such filing.
The following graph shows a comparison from December 31, 2019 through December 31, 2024 of the cumulative total return
for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500”), and our peer group set forth below. The peer group
consists of Charles River Laboratories, Inc., Fortrea Holdings Inc., ICON plc, Medpace Holdings Inc., S&P Global Inc., Danaher
Corporation and Thermo Fisher Scientific Inc. The companies in our peer group 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. Many of these companies are also used by our compensation committee for purposes of compensation
benchmarking.
The graph assumes that $100 was invested in IQVIA, the S&P 500, and our peer group as of the close of market on
December 31, 2019, and assumes the reinvestments of dividends, if any. The S&P 500 and our peer group are included for comparative
purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure
of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance
of our common stock.
48
Index Value
Comparison of 5 Years Cumulative Total Return
Assumes Initial Investment of $100
December 2024
IQVIA Holdings Inc.
S&P 500 - Total Return
Peer Group
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
100
150
200
250
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
IQVIA
$
100
$
116
$
183
$
133
$
150
$
127
S&P 500
$
100
$
118
$
152
$
125
$
158
$
197
Peer Group
$
100
$
140
$
204
$
161
$
172
$
174
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our
consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the
information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect
to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read
the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ
materially from the results described in or implied by the forward-looking statements contained in the following discussion and
analysis.
49
Overview
IQVIA is a leading global provider of clinical research services, commercial insights and healthcare intelligence to the life
sciences and healthcare industries. IQVIA’s portfolio of solutions are powered by IQVIA Connected Intelligence™ to deliver
actionable insights and services built on high-quality health data, Healthcare-grade AI™, advanced analytics, the latest technologies
and extensive domain expertise. We are committed to using AI responsibly, ensuring that our AI-powered capabilities are grounded in
privacy, regulatory compliance, and patient safety. With approximately 88,000 employees in over 100 countries, including experts in
healthcare, life sciences, data science, technology and operational excellence, IQVIA is dedicated to accelerating the development and
commercialization of innovative medical treatments to help improve patient outcomes and population health worldwide.
We are managed through three reportable segments: Technology & Analytics Solutions, Research & Development Solutions
and Contract Sales & Medical Solutions. Technology & Analytics Solutions provides mission critical information, technology
solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves
biopharmaceutical clients, provides outsourced clinical research and clinical trial services. Contract Sales & Medical Solutions
provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the
broader healthcare market.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business.”
We delivered another year of strong operating results in 2024 with our income from operations increasing over 11 percent
and our cash flow from operating activities increasing over 26 percent from 2023. Our Technology & Analytics Solutions segment
revenues and profit growth improved in the second half of the year as we captured opportunities relating to our clients increasing their
spending. Our Research & Development Solutions segment also produced revenues and segment profit growth in 2024. Although we
faced some challenges in our Research & Development Solutions segment in the latter half of 2024, and while we anticipate some of
these challenges will persist into 2025, we consider these to be more short-term in nature. This segment overall is a long-cycle
business.
We ended the year with our highest ever total company remaining performance obligations of approximately $33.5 billion as
of December 31, 2024.
While we experienced a decline in COVID-19 related work in 2024 versus 2023, overall COVID-19 related work was not
material to operations. As of December 31, 2024, COVID-19 related work did not represent a material amount of our remaining
performance obligations.
We continue to maintain strong liquidity. As of December 31, 2024, cash and cash equivalents were $1,702 million and we
had $825 million drawn under our $2,000 million revolving credit facility. As of December 31, 2024, we were in compliance with the
financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to
meet the covenants of our credit arrangements.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity.”
Business Combinations
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, 2024 and 2023. These
transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated
financial information since their respective closing dates. See Note 14 to our audited consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
Sources of Revenues
Total revenues are comprised of revenues from the provision of our services. We do not have any material product revenues.
50
Costs and Expenses
Our costs and expenses are comprised primarily of our cost of revenues including reimbursed expenses and selling, general
and administrative expenses. Cost of 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. Reimbursed expenses, which
are 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,
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 technology and
facilities. We also incur costs and expenses associated with depreciation and amortization.
Foreign Currency Translation
In 2024, approximately 30% of our revenues were denominated in currencies other than the United States dollar, which
represents approximately 60 currencies. Because a large portion of our revenues and expenses are denominated in foreign currencies
and our financial statements are reported in United States dollars, changes in foreign currency exchange rates can significantly affect
our results of operations. The revenues and expenses of our foreign operations are generally denominated in local currencies and
translated into United States dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation
of foreign results into United States dollars for purposes of reporting our consolidated results. As a result, we believe that reporting
results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of
period to period comparisons. 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 results. 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.
Consolidated Results of Operations
For information regarding our results of operations for our Technology & Analytics Solutions, Research & Development
Solutions and Contract Sales & Medical Solutions segments, refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for 2023 and 2022, refer to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 filed on February 15, 2024.
Revenues
Year Ended December 31,
Change
2024 vs. 2023
2023 vs. 2022
(dollars in millions)
2024
2023
2022
$
%
$
%
Revenues
$
15,405
$
14,984
$
14,410
$
421
2.8 % $
574
4.0 %
2024 compared to 2023
In 2024, our revenues increased $421 million, or 2.8%, as compared to 2023. This increase was comprised of constant
currency revenue growth of approximately $510 million, or 3.4%, reflecting a $333 million increase in Technology & Analytics
Solutions, a $167 million increase in Research & Development Solutions, and a $10 million increase in Contract Sales & Medical
Solutions.
51
Cost of Revenues, exclusive of Depreciation and Amortization
Year Ended December 31,
(dollars in millions)
2024
2023
2022
Cost of revenues, exclusive of depreciation and amortization
$
10,030
$
9,745
$
9,382
% of revenues
65.1 %
65.0 %
65.1 %
2024 compared to 2023
When compared to 2023, cost of revenues, exclusive of depreciation and amortization increased $285 million in 2024, or
2.9%. This increase included a constant currency increase of approximately $643 million, or 6.6%, comprised of a $261 million
increase in Technology & Analytics Solutions, a $374 million increase in Research & Development Solutions, and an $8 million
increase in Contract Sales & Medical Solutions.
As a percentage of revenues, cost of revenues, exclusive of depreciation and amortization in 2024 remained relatively
consistent with 2023.
Selling, General and Administrative Expenses
Year Ended December 31,
(dollars in millions)
2024
2023
2022
Selling, general and administrative expenses
$
1,992
$
2,053
$
2,071
% of revenues
12.9 %
13.7 %
14.4 %
2024 compared to 2023
The $61 million decrease in selling, general and administrative expenses in 2024 as compared to 2023 included a constant
currency decrease of approximately $33 million, or 1.6%, comprised of a $52 million increase in Technology & Analytics Solutions, a
$42 million increase in Research & Development Solutions, and a $2 million increase in Contract Sales & Medical Solutions, offset by
a $129 million decrease in general corporate and unallocated expenses.
Depreciation and Amortization
Year Ended December 31,
(dollars in millions)
2024
2023
2022
Depreciation and amortization
$
1,114
$
1,125
$
1,130
% of revenues
7.2 %
7.5 %
7.8 %
The $11 million decrease in depreciation and amortization in 2024 as compared to 2023 was primarily the result of less
amortization of certain intangible assets from the merger between Quintiles and IMS Health, offset by an increase in amortization of
capitalized software and of intangible assets from acquisitions occurring in 2023 and 2024.
Restructuring Costs
Year Ended December 31,
(in millions)
2024
2023
2022
Restructuring costs
$
67
$
84
$
28
The restructuring costs incurred were due to ongoing efforts to streamline our global operations and reduce overcapacity to
adapt to changing market conditions and integrate acquisitions. These restructuring actions are expected to occur throughout 2025 and
are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer
requirements.
52
Interest Income and Interest Expense
Year Ended December 31,
(in millions)
2024
2023
2022
Interest income
$
(47) $
(36) $
(13)
Interest expense
$
670
$
672
$
416
Interest income included interest received primarily from bank balances and investments. The increase in 2024 as compared
to 2023 is primarily a result of higher deposit rates.
Interest expense during 2024 was lower than 2023 due primarily to lower base rate interest costs across the floating rate debt
portfolio.
Loss on Extinguishment of Debt
Year Ended December 31,
(in millions)
2024
2023
2022
Loss on extinguishment of debt
$
—
$
6
$
—
In 2023 we recognized a loss on extinguishment of debt of $6 million for fees and expenses incurred related to the
refinancing of our Credit Agreement. No such activity occurred in 2024.
Other (income) expense, net
Year Ended December 31,
(in millions)
2024
2023
2022
Other (income) expense, net
$
(90) $
(124) $
33
Other (income) expense, net for 2024 decreased compared to 2023 primarily due to less foreign currency gain on transactions.
Income Tax Expense
Year Ended December 31,
(dollars in millions)
2024
2023
2022
Income tax expense
$
301
$
101
$
260
Effective income tax rate
18.0 %
6.9 %
19.1 %
Our effective income tax rate was favorably impacted in 2023, due to the completion of an internal legal entity restructuring
that resulted in a benefit of $125 million. Historically, we recorded deferred tax assets related to certain foreign tax credits, and a full
valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to
expiration. We now believe it is reasonably possible that these foreign tax credits will be utilized and therefore we recorded a tax
benefit of $64 million related to the valuation allowance release and establishing related uncertain tax positions. Additionally, due to
the restructuring we also reversed a deferred tax liability of $61 million due to a basis difference that was recovered in a tax-free
manner. The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards
in the amount of $21 million due to an audit settlement.
Equity in Earnings (Losses) of Unconsolidated Affiliates
Year Ended December 31,
(in millions)
2024
2023
2022
Equity in earnings (losses) of unconsolidated affiliates
$
5
$
—
$
(12)
Equity in earnings (losses) of unconsolidated affiliates increased in 2024 compared to 2023 due to the results in the
operations of our unconsolidated affiliates.
53
Segment Results of Operations
Revenues and profit by segment are as follows:
Segment Revenues
Segment Profit
(in millions)
2024
2023
2022
2024
2023
2022
Technology & Analytics Solutions
$
6,160
$
5,862
$
5,746
$
1,522
$
1,490
$
1,550
Research & Development Solutions
8,527
8,395
7,921
1,948
1,915
1,695
Contract Sales & Medical Solutions
718
727
743
47
49
42
Total
15,405
14,984
14,410
3,517
3,454
3,287
General corporate and unallocated expenses
(134)
(268)
(330)
Depreciation and amortization
(1,114)
(1,125)
(1,130)
Restructuring costs
(67)
(84)
(28)
Consolidated
$
15,405
$
14,984
$
14,410
$
2,202
$
1,977
$
1,799
Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs
primarily consist of stock-based compensation and expenses related to integration activities and acquisitions, as well as certain general
corporate and unallocated expenses. We also do not allocate restructuring costs, depreciation and amortization, or impairment charges,
if any, to our segments.
Technology & Analytics Solutions
Year Ended December 31,
Change
(dollars in millions)
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Revenues
$
6,160
$
5,862
$
5,746
$
298
5.1 %
$
116
2.0 %
Cost of revenues, exclusive of depreciation and
amortization
3,721
3,496
3,348
225
6.4
148
4.4
Selling, general and administrative expenses
917
876
848
41
4.7
28
3.3
Segment profit
$
1,522
$
1,490
$
1,550
$
32
2.1 %
$
(60)
(3.9) %
Revenues
2024 compared to 2023
Technology & Analytics Solutions’ revenues were $6,160 million in 2024, an increase of $298 million, or 5.1%, over 2023.
This increase was comprised of constant currency revenue growth of approximately $333 million, or 5.7%, reflecting revenue growth
primarily in the Europe and Africa region and to a lesser extent in the Americas region. The constant currency revenue growth was
primarily driven by an increase in real world services and to a lesser extent by information and technology services. The constant
currency revenue growth for the year was impacted by a decrease in COVID-19 related work.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $225 million, or
6.4%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $261 million, or 7.5%,
reflecting primarily an increase in compensation and related expenses, and to a lesser extent increases in reimbursed expenses and costs
of acquiring and processing data, all to support revenue growth.
54
Selling, General and Administrative Expenses
2024 compared to 2023
Technology & Analytics Solutions’ selling, general and administrative expenses increased $41 million, or 4.7%, in 2024 as
compared to 2023. This increase included a constant currency increase of approximately $52 million, or 5.9%, reflecting an increase in
compensation and related expenses.
Research & Development Solutions
Year Ended December 31,
Change
(dollars in millions)
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Revenues
$
8,527
$
8,395
$
7,921
$
132
1.6 %
$
474
6.0 %
Cost of revenues, exclusive of depreciation and
amortization
5,698
5,629
5,395
69
1.2
234
4.3
Selling, general and administrative expenses
881
851
831
30
3.5
20
2.4
Segment profit
$
1,948
$
1,915
$
1,695
$
33
1.7 %
$
220
13.0 %
Backlog
Research & Development Solutions' contracted backlog increased from $29.7 billion as of December 31, 2023 to
$31.1 billion as of December 31, 2024 and we expect approximately $7.9 billion of this backlog to convert to revenues in the next 12
months. Contracted backlog was $27.2 billion as of December 31, 2022.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed
contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenues will be affected by a number of factors,
including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the
scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenues
generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or
delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all
services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project.
For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The
relationship of backlog to revenues varies over time.”
Revenues
2024 compared to 2023
Research & Development Solutions’ revenues were $8,527 million in 2024, an increase of $132 million, or 1.6%, over 2023.
This increase was comprised of constant currency revenue growth of approximately $167 million, or 2.0%, reflecting revenue growth
in the Asia-Pacific and Europe and Africa regions. The constant currency revenue growth was primarily the result of volume-related
increases in clinical services and to a lesser extent from volume-related increases in lab testing. The constant currency revenue growth
was impacted by a decrease in COVID-19 related work.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $69 million, or
1.2%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $374 million, or 6.6%,
reflecting primarily an increase in compensation and related expenses and to a lesser extent an increase in other direct costs because of
volume-related increases in clinical services and lab testing.
55
Selling, General and Administrative Expenses
2024 compared to 2023
Research & Development Solutions’ selling, general and administrative expenses increased $30 million, or 3.5%, in 2024 as
compared to 2023. This increase included a constant currency increase of approximately $42 million, or 4.9%, reflecting an increase in
compensation and related expenses.
Contract Sales & Medical Solutions
Year Ended December 31,
Change
(dollars in millions)
2024
2023
2022
2024 vs. 2023
2023 vs. 2022
Revenues
$
718
$
727
$
743
$
(9)
(1.2) %
$
(16)
(2.2) %
Cost of revenues, exclusive of depreciation and
amortization
611
620
639
(9)
(1.5)
(19)
(3.0)
Selling, general and administrative expenses
60
58
62
2
3.4
(4)
(6.5)
Segment profit
$
47
$
49
$
42
$
(2)
(4.1) %
$
7
16.7 %
Revenues
2024 compared to 2023
Contract Sales & Medical Solutions’ revenues were $718 million in 2024, a decrease of $9 million, or 1.2%, over 2023. This
decrease included constant currency revenue growth of approximately $10 million, or 1.4%, reflecting revenue growth primarily in the
Europe and Africa region and to a lesser extent in the Asia-Pacific region.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $9 million, or
1.5%, in 2024 as compared to 2023. This decrease included a constant currency increase of approximately $8 million, or 1.3%,
reflecting primarily an increase in costs associated with supporting revenue growth.
Selling, General and Administrative Expenses
2024 compared to 2023
Contract Sales & Medical Solutions’ selling, general and administrative expenses increased $2 million, or 3.4%, in 2024 as
compared to 2023. This increase included a constant currency increase of approximately $2 million, or 3.4%.
56
Liquidity and Capital Resources
Overview
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our
principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our
overall management of liquidity include: capital expenditures, acquisitions, investments, debt service requirements, equity
repurchases, adequacy of our revolving credit and receivables financing facilities, and access to the capital markets.
We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the
extent to which those funds can be accessed on a cost-effective basis. The repatriation of cash balances from certain of our
subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund
ordinary business operations. We have and expect to transfer cash from those subsidiaries to the United States and to other
international subsidiaries when it is cost effective to do so.
We had a cash balance of $1,702 million as of December 31, 2024 ($713 million of which was in the United States), an
increase from $1,376 million as of December 31, 2023.
Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from
operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our
operating requirements, capital expenditures, contractual obligations, and meet debt obligations for at least the next 12 months. We
regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify
our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by
us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or
proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding
obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also
continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as
potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain
assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities.
Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and
restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such
financing arrangements or other transactions on favorable terms or at all.
Equity Repurchase Program
On February 5, 2025, the Board increased the stock repurchase authorization under the Repurchase Program with respect to
the repurchase of the Company's common stock by an additional $2,000 million, which increased the total amount that has been
authorized under the Repurchase Program to $13,725 million. The Repurchase Program does not obligate us to repurchase any
particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.
As of December 31, 2024, we had remaining authorization to repurchase up to $1,013 million of our common stock under
the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through
private or other transactions outside of the Repurchase Program.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2024, we had $14,045 million of total indebtedness, excluding $1,170 million of additional available
borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this
Annual Report on Form 10-K for additional details regarding our credit arrangements.
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2024, we believe we
were in compliance with our restrictive covenants in all material respects.
57
Senior Secured Credit Facilities
As of December 31, 2024, the Fifth Amended and Restated Credit Agreement (the "Credit Agreement") provided financing
through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,585
million, which consisted of $5,415 million principal amounts of debt outstanding and $1,170 million of available borrowing capacity
on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is
comprised of a $1,175 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving
facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving
facility available in U.S. dollars and Yen. The revolving credit facility under the Credit Agreement matures in August 2026, the term
A loans mature in August 2026 and June 2027, while the term B loans under the Credit Agreement mature in 2025 and 2031. We are
required to make scheduled quarterly payments on the term A loans equal to 1.25% of the original principal amount, with the
remaining balance paid at maturity. The US dollars term B loan requires us to make scheduled quarterly payments equal to 0.25% of
the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year
ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a
reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any
such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual
commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The
senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries
including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of
substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K.
Senior Secured Notes and Senior Notes
For information regarding the senior secured notes and senior notes, see Note 10 to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Receivables Financing Facility
For information regarding the receivables financing facility, see Note 10 to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K. As of December 31, 2024, no additional amounts of revolving loan
commitments were available under the receivables financing facility.
Years ended December 31, 2024, 2023 and 2022
Cash Flow from Operating Activities
Year Ended December 31,
(in millions)
2024
2023
2022
Net cash provided by operating activities
$
2,716
$
2,149
$
2,260
2024 compared to 2023
Cash provided by operating activities increased $567 million in 2024 as compared to 2023. The increase is primarily due to
an increase in cash from accounts receivable and unbilled services ($570 million), an increase in cash-related net income
($129 million), more cash from unearned income ($38 million), and less cash used for income tax and other payables ($9 million),
offset by more cash used for accounts payable and accrued expenses ($152 million) and more cash used for prepaid expenses and
other assets ($27 million).
58
Cash Flow from Investing Activities
Year Ended December 31,
(in millions)
2024
2023
2022
Net cash used in investing activities
$
(1,444) $
(1,603) $
(2,006)
2024 compared to 2023
Cash used in investing activities decreased $159 million in 2024 as compared to 2023, primarily due to less cash used for the
acquisition of businesses, net of cash acquired ($141 million), less cash used for the acquisition of property, equipment, and software
($47 million), less cash used for investments in debt and equity securities ($36 million), less cash used for purchases of marketable
securities ($6 million), and cash received from sale of property, equipment and software ($25 million), offset by more cash used for
investments in unconsolidated affiliates, net ($93 million), and less cash from other sources ($3 million).
Cash Flow from Financing Activities
Year Ended December 31,
(in millions)
2024
2023
2022
Net cash used in financing activities
$
(878) $
(382) $
(329)
2024 compared to 2023
Cash used in financing activities increased $496 million in 2024 as compared to 2023, primarily due to less cash provided by
proceeds from debt issuances, net of payment of debt issuance costs ($3,951 million), more cash used to repurchase common stock
($358 million), and more cash payments related to employee stock option plans ($3 million), offset by less debt payments
($2,701 million), less cash used in repayments of revolving credit facilities, net of proceeds ($1,050 million), and less cash payments
on contingent consideration and deferred purchase price accruals ($65 million).
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding
these contingencies and a discussion of their effect on us are included in Note 12 to our audited consolidated financial statements
included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital
resources or results of operations. In addition, even where our accruals are adequate, the incurrence of any of these liabilities may
have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies.
We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for
us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in
the growth of our business.
59
Information about our Guarantors and the Issuer of our Guaranteed Securities
IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of IQVIA Holdings Inc., completed the issuance and sale of $1,250
million in gross proceeds of the Issuer’s 6.250% senior secured notes due 2029 (the “2029 Senior Secured Notes”) on November 28,
2023, and completed the issuance and sale of $750 million in gross proceeds of the Issuer’s 5.700% senior secured notes due 2028 (the
“2028 Senior Secured Notes”) on May 23, 2023.
In February 2024, the Issuer completed an exchange offer in which it issued $1,250 million aggregate principal amount of
6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”) and $750 million aggregate
principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes” and,
together with the 2029 Registered Notes, the 2029 Senior Secured Notes, and the 2028 Senior Secured Notes, the “Notes”) in exchange
for the same principal amount and substantially identical terms of the 2029 Senior Secured Notes and 2028 Senior Secured Notes,
respectively.
The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation
S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of
Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities
Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries
(excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA
Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the
obligations under the Notes.
The following presents the summarized financial information on a combined basis for IQVIA Holdings Inc. (parent
company), IQVIA Inc. (issuer of the guaranteed obligations) and the Guarantor subsidiaries, which are collectively referred to as the
“obligated group.”
Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2024 and December 31, 2023. Refer
to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of
December 31, 2024.
The guarantee of a Guarantor subsidiary with respect to the Notes will be automatically and unconditionally released and
discharged and shall terminate and be of no further force and effect, and no further action by such Guarantor subsidiary, the Issuer, or
U.S. Bank Trust Company, National Association, as trustee, be required upon the occurrence of any of the following:
a.
any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the
capital stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all
of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the
applicable provisions of this Indenture;
b.
the release or discharge of the guarantee by such Guarantor of indebtedness under the senior secured term loan
facilities and the senior secured revolving credit facilities under that certain Fifth Amended and Restated Credit Agreement, or the
release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release
by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent
reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that
such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 of the Indenture);
c.
the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with
the applicable provisions of the Indenture;
d.
the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article
VIII of the Indenture or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of this Indenture;
e.
the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the
surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or
substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or
60
f.
as described in Article IX of the Indenture.
Summarized Combined Financial Information of the Issuer and Guarantors:
Each entity in the summarized combined financial information follows the same accounting policies as described in the
consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report
on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information
of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated
group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany
balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due
to non-Guarantor subsidiaries and related parties, if any, have been presented in separate line items.
The following table contains summarized combined financial information from the Statements of Unaudited Condensed
Consolidated Financial Position of the obligated group as of:
(in millions)
December 31, 2024
December 31, 2023
Total current assets (excluding amounts due from subsidiaries that are non-Guarantors)
$
935
$
805
Total noncurrent assets
$
10,937
$
9,622
Amounts due from subsidiaries that are non-Guarantors
$
4,952
$
4,762
Total current liabilities
$
3,792
$
3,471
Total noncurrent liabilities
$
12,333
$
12,334
Amounts due to subsidiaries that are non-Guarantors
$
6,341
$
5,556
The following table contains summarized combined financial information from the Statements of Unaudited Condensed
Consolidated Operations of the obligated group:
Twelve months ended
Twelve months ended
(in millions)
December 31, 2024
December 31, 2023
Net revenues
$
6,661
$
6,299
Costs and expenses applicable to net revenues
$
4,145
$
4,190
Income from operations
$
1,259
$
912
Net income
$
554
$
86
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
61
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2024:
(in millions)
2025
2026-2027
2028-2029
Thereafter
Total
Long-term debt, including interest (1)
$
1,801 $
7,445 $
4,852 $
2,024 $
16,122
Operating leases
109
120
47
22
298
Finance leases
13
27
28
269
337
Data acquisition
563
760
232
24
1,579
Purchase obligations (2)
113
59
11
1
184
Commitments to unconsolidated affiliates (3)
—
—
—
—
—
Benefit obligations (4)
30
33
34
100
197
Uncertain income tax positions (5)
13
32
17
—
62
Total
$
2,642 $
8,476 $
5,221 $
2,440 $
18,779
(1)
Interest payments on our debt are based on the interest rates in effect as of December 31, 2024.
(2)
Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and
that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable
pricing provisions and the approximate timing of the transactions.
(3)
We are currently committed to invest $678 million in private equity funds. As of December 31, 2024, we have funded
approximately $310 million of these commitments and we have approximately $368 million remaining to be funded which
has not been included in the above table as we are unable to predict when these commitments will be paid.
(4)
Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected
contributions for 2025 for our funded pension benefit plans. We made cash contributions totaling approximately $30
million to our defined benefit plans in 2024, and we estimate that we will make contributions totaling approximately $30
million to our defined benefit plans in 2025. Due to the potential impact of future plan investment performance, changes in
interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions,
we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined
benefit plans for periods beyond 2025.
(5)
As of December 31, 2024, our liability related to uncertain income tax positions was approximately $161 million, $99
million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due
to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the
significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated
financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues
and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are
reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related
disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.
62
Revenue Recognition
The majority of our contracts within the Research & Development Solutions segment are service contracts for clinical
research that represent a single performance obligation. We provide a significant integration service resulting in a combined output,
which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of
a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as
the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and
furthers progress of the clinical trial. We recognize revenues over time using a cost-based input method since there is no single output
measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance
obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in
the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for
our clinical monitors). This cost-based method of revenue recognition requires us to make estimates of costs to complete our projects
on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to
estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most
contracts may be terminated upon 30 to 90 days' notice by the customer; however, in the event of termination, most contracts require
payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract. A
hypothetical increase of one percent in the estimated costs to complete these service contracts as of December 31, 2024 could have
resulted in approximately a one percent reduction in total revenues for the year ended December 31, 2024, whereas, a hypothetical
decrease of one percent could have resulted in a one percent increase in total revenues.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary
differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be
recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related
to Global Intangible Low-Taxed Income (“GILTI”) and Qualified Domestic Minimum Top-up Taxes ("QDMTT") in relation to the
Organization for Economic Co-operation and Development's ("OECD") Pillar Two global corporate minimum tax rate of 15%, as
period costs when and if incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than
not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and
income tax credits, will be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred
income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation
allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate
of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance.
Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which
we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses
among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed
earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the
liabilities assumed and any non-controlling interests in the acquiree are recorded at their estimated fair values on the date of the
acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired,
liabilities assumed and non-controlling interests including expected future cash flows and discount rates that reflect the risk associated
with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets
acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or
circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31.
63
For the year ended December 31, 2024, we performed a qualitative impairment evaluation. The qualitative evaluation
requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market
considerations, cost factors, financial performance, fair value history and other company specific events.
For the year ended December 31, 2023, we elected to perform a quantitative impairment evaluation for each of our reporting
units. We estimated the fair value of each reporting by weighting results of the income and market approaches, with greater weight
given to the income approach. Significant estimates used in the income approach include estimates of future revenues, EBITDA, cash
flows, long-term growth rates, tax rates, and discount rates. The selected discount rates consider the risk and nature of the respective
reporting unit’s cash flows, and the rates of return a market participant would expect to earn by investing in our reporting units. The
market approach uses information about the Company as well as other publicly traded guideline companies, including revenue and
EBITDA-related multiples and estimates of control premiums. As part of the quantitative impairment evaluation, we compared the fair
value of each reporting unit to its carrying value. If results of the evaluation indicate the carrying amount of a reporting unit exceeds its
fair value, an impairment charge would be recorded by calculating the implied fair value of the reporting unit goodwill as compared to
its carrying amount.
For the years ended December 31, 2024, 2023 and 2022, we determined that there was no impairment of goodwill.
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible
impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to
employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation
expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and
administrative expenses in our consolidated statements of income.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility,
the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In
developing our assumptions, we take into account the following:
•
We calculate expected volatility based on an analysis of the historical volatility of our stock since the Merger in
October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical
information is available;
•
We determine the risk-free interest rate by reference to implied yields available from United States Treasury
securities with a remaining term equal to the expected life assumed at the date of grant;
•
We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•
We estimate the average expected life of the award based on our historical experience; and
•
We estimate forfeitures based on our historical analysis of actual forfeitures.
We account for our stock-based compensation for performance awards related to compound annual earnings per share
(“EPS”) growth over a three year period based on the closing market price of our common stock on the date of grant, and for
performance awards related to relative total shareholder return (“TSR”) based on a Monte Carlo simulation model. We record the
expense amount of the EPS awards based on our estimates of the likelihood that the various performance targets will be achieved. The
estimates are assessed on a quarterly basis. For the TSR awards we record the expense amount evenly over the service period.
64
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans. The determination of benefit
obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical
assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion
rate and the assumed rate of compensation increases.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices. In the ordinary course of business,
we are exposed to various market risks and we regularly evaluate our exposure to such changes. Our overall risk management strategy
seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments. The following
analyses present the sensitivity of our financial instruments to hypothetical changes that are reasonably possible over a one-year period.
Foreign Currency Exchange Rates
We transact business in more than 100 countries and approximately 60 currencies and are subject to risks associated with
fluctuating foreign currency exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign
currency exchange rate movements. Accordingly, we enter into foreign currency forward contracts to hedge certain forecasted foreign
currency cash flows related to service contracts. It is our policy to enter into foreign currency transactions only to the extent necessary
to meet our objectives as stated above. We do not enter into foreign currency transactions for investment or speculative purposes. The
principal currency hedged in 2024 with foreign currency forward contracts was the British Pound.
The contractual value of our foreign exchange forward contracts was approximately $108 million as of December 31, 2024.
The fair value of these contracts is subject to change as a result of potential changes in foreign exchange rates. We assess our market
risk based on changes in foreign exchange rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential gain or
loss in fair values based on a hypothetical 10% change in foreign currency exchange rates. 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 $11 million as of
December 31, 2024. 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 revenues being hedged caused by the currency exchange rate fluctuation. The
estimated fair values of the foreign exchange forward contracts were determined based on quoted market prices.
Exchange rate fluctuations affect the United States dollar value of foreign currency 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 2024 by approximately $154 million. The actual impact of exchange rate movements in the future could differ
materially from this hypothetical analysis, based on the mix of foreign currencies and the timing and magnitude of individual exchange
rate movements.
During the year ended December 31, 2023, we designated the cross-currency swaps that we entered into in connection with
the issuance of our 2029 Senior Secured Notes and Term B-4 Dollar Loans as a hedge of our net investment in certain foreign
subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate with respect to the United
States dollar. We do not enter into cross-currency swaps for investment or speculative purposes. The contractual value of our cross-
currency swaps was approximately $2,735 million as of December 31, 2024. The fair value of these cross-currency swaps is subject to
change as a result of potential changes in foreign exchange rates. We assess our market risk based on changes in foreign exchange rates
utilizing a sensitivity analysis. The sensitivity analysis measures the potential gain or loss in fair values based on a hypothetical 10%
change in foreign currency exchange rates. The potential loss in fair value for cross-currency swaps based on a hypothetical 10%
decrease in the value of the United States dollar was $300 million as of December 31, 2024. However, this change in fair value would
be offset by the change in value of the hedged portion of our net investment in foreign subsidiaries caused by the currency exchange
rate fluctuation.
65
Commencing in 2016 we designated our foreign currency denominated debt as a hedge of our net investment in certain
foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate with respect to the
United States dollar. We have continued to designate a portion of new issuances of foreign currency denominated debt as a hedge of
our net investment in certain foreign subsidiaries. As of December 31, 2024, our total foreign currency denominated debt was €4,085
million ($4,244 million), with approximately 67% being designated as a hedge. A hypothetical 10% decrease in the value of the United
States dollar would lead to a potential loss in fair value of $424 million. However, approximately 67% of this change in fair value
would be offset by the change in value of the hedged portion of our net investment in foreign subsidiaries caused by the currency
exchange rate fluctuation.
Interest Rates
Because we have variable rate debt, fluctuations in interest rates affect our business. We attempt to minimize interest rate risk
and lower our overall borrowing costs through the utilization of derivative financial instruments, primarily interest rate swaps. We do
not enter into interest rate swaps for investment or speculative purposes. We have entered into interest rate swaps with financial
institutions that have reset dates and critical terms that match the underlying debt. Accordingly, any change in market value associated
with the interest rate swaps is offset by the opposite market impact on the related debt. As of December 31, 2024, we had
approximately $5,965 million of variable rate indebtedness and interest rate swaps with a notional value of $2,485 million. Because we
do not attempt to hedge all of our variable rate debt, we may incur higher interest costs for the portion of our variable rate debt that is
not hedged. Excluding debt covered by hedges, each quarter-point increase or decrease in the interest rate on our variable rate debt
would result in our interest expense changing by approximately $9 million per year.
Marketable Securities
As of December 31, 2024, we held investments in marketable equity securities. These investments are classified as either
trading securities or available-for-sale securities and are recorded at fair value. These securities are subject to price risk. As of
December 31, 2024, the fair value of these investments was $170 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 $17 million as of
December 31, 2024.
66
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of IQVIA Holdings Inc. (the “Company”) is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.
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 (“COSO”). As a result of this assessment and based on the
criteria in the COSO framework, management has concluded that, as of December 31, 2024, 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, 2024 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
/s/ Ari Bousbib
/s/ Ronald E. Bruehlman
Ari Bousbib
Ronald E. Bruehlman
Chairman and Chief Executive Officer
Executive Vice President and Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)
February 13, 2025
67
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of IQVIA Holdings Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of IQVIA Holdings Inc. and its subsidiaries (the “Company”) as of
December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity
and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, based on criteria
established in Internal Control - Integrated Framework (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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2024 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,
2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
68
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
Revenue Recognition – Estimating Costs to Complete for Clinical Research 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, 2024, is $8,527 million, the majority of which relates to service contracts for clinical research that
represent a single performance obligation. The Company recognized revenue for these contracts over time using a cost-based input
method. Revenue was recognized based on progress on the performance obligation, which was measured by the proportion of actual
costs incurred to the total costs expected to complete the contract. 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). This cost-
based method of revenue recognition required management to make estimates of costs to complete its projects on an ongoing basis.
The principal considerations for our determination that performing procedures relating to revenue recognition - estimating costs to
complete for clinical research services is a critical audit matter are a high degree of auditor effort in performing audit procedures and
evaluating audit evidence related to the cost estimates made by management when determining the total expected costs to complete its
contracts, specifically the estimation of direct labor and third-party costs.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue
recognition process, including controls over the estimation of the total costs to complete for clinical research service contracts. These
procedures also included, among others, testing management’s process for determining the estimate of total costs to complete for a
sample of clinical research contracts by evaluating the reasonableness of significant assumptions made by management related to direct
labor and third-party costs, evaluating the appropriateness of changes to management’s estimate of total costs to complete the
contracts, testing actual direct costs incurred, evaluating management’s ability to reasonably estimate the total expected costs to
complete contracts by performing a comparison of management’s prior period cost estimates to actual costs, and testing the
completeness and accuracy of underlying data used by management.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 13, 2025
We have served as the Company’s auditor since 2002.
69
IQVIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(in millions, except per share data)
2024
2023
2022
Revenues
$
15,405
$
14,984
$
14,410
Cost of revenues, exclusive of depreciation and amortization
10,030
9,745
9,382
Selling, general and administrative expenses
1,992
2,053
2,071
Depreciation and amortization
1,114
1,125
1,130
Restructuring costs
67
84
28
Income from operations
2,202
1,977
1,799
Interest income
(47)
(36)
(13)
Interest expense
670
672
416
Loss on extinguishment of debt
—
6
—
Other (income) expense, net
(90)
(124)
33
Income before income taxes and equity in earnings (losses) of
unconsolidated affiliates
1,669
1,459
1,363
Income tax expense
301
101
260
Income before equity in earnings (losses) of unconsolidated affiliates
1,368
1,358
1,103
Equity in earnings (losses) of unconsolidated affiliates
5
—
(12)
Net income
$
1,373
$
1,358
$
1,091
Earnings per share attributable to common stockholders:
Basic
$
7.57
$
7.39
$
5.82
Diluted
$
7.49
$
7.29
$
5.72
Weighted average common shares outstanding:
Basic
181.3
183.8
187.6
Diluted
183.4
186.3
190.6
The accompanying notes are an integral part of these consolidated financial statements.
70
IQVIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(in millions)
2024
2023
2022
Net income
$
1,373
$
1,358
$
1,091
Comprehensive income adjustments:
Unrealized gains (losses) on derivative instruments, net of
income tax expense (benefit) of $17, $(3) and $13
53
(7)
40
Defined benefit plan adjustments, net of income tax expense (benefit) of
$5, $4 and $(3)
7
7
(10)
Foreign currency translation, net of income tax expense
(benefit) of $77, $(55) and $106
(200)
(89)
(361)
Reclassification adjustments:
Reclassifications on derivative instruments included in net income, net of
income tax (expense) benefit of $(10), $(17) and $2
(31)
(51)
10
Comprehensive income
$
1,202
$
1,218
$
770
The accompanying notes are an integral part of these consolidated financial statements.
71
IQVIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(in millions, except per share data)
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
1,702
$
1,376
Trade accounts receivable and unbilled services, net
3,204
3,381
Prepaid expenses
154
141
Income taxes receivable
36
32
Investments in debt, equity and other securities
141
120
Other current assets and receivables
592
546
Total current assets
5,829
5,596
Property and equipment, net
535
523
Operating lease right-of-use assets
238
296
Investments in debt, equity and other securities
108
105
Investments in unconsolidated affiliates
266
134
Goodwill
14,710
14,567
Other identifiable intangibles, net
4,499
4,839
Deferred income taxes
194
166
Deposits and other assets, net
520
455
Total assets
$
26,899
$
26,681
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses
$
3,684
$
3,564
Unearned income
1,779
1,799
Income taxes payable
156
116
Current portion of long-term debt
1,145
718
Other current liabilities
193
294
Total current liabilities
6,957
6,491
Long-term debt, less current portion
12,838
12,955
Deferred income taxes
196
202
Operating lease liabilities
173
223
Other liabilities
668
698
Total liabilities
20,832
20,569
Commitments and contingencies (Note 1 and 12)
Stockholders’ equity:
Common stock and additional paid-in capital, 400.0 shares authorized as of December 31,
2024 and 2023, $0.01 par value, 258.2 shares issued and 176.1 shares outstanding as of
December 31, 2024; 257.2 shares issued and 181.5 shares outstanding as of December 31,
2023
11,143
11,028
Retained earnings
6,065
4,692
Treasury stock, at cost, 82.1 and 75.7 shares as of December 31, 2024 and
2023, respectively
(10,103)
(8,741)
Accumulated other comprehensive loss
(1,038)
(867)
Total stockholders’ equity
6,067
6,112
Total liabilities and stockholders’ equity
$
26,899
$
26,681
The accompanying notes are an integral part of these consolidated financial statements.
72
IQVIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in millions)
2024
2023
2022
Operating activities:
Net income
$
1,373
$
1,358
$
1,091
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization
1,114
1,125
1,130
Amortization of debt issuance costs and discount
21
18
15
Stock-based compensation
206
217
194
Gain on disposals of property and equipment, net
—
—
(10)
(Earnings) losses from unconsolidated affiliates
(5)
—
12
(Gain) loss on investments, net
(22)
(20)
27
Benefit from deferred income taxes
(129)
(269)
(115)
Changes in operating assets and liabilities:
Accounts receivable and unbilled services
182
(388)
(421)
Prepaid expenses and other assets
7
34
7
Accounts payable and accrued expenses
115
267
427
Unearned income
9
(29)
31
Income taxes payable and other liabilities
(155)
(164)
(128)
Net cash provided by operating activities
2,716
2,149
2,260
Investing activities:
Acquisition of property, equipment and software
(602)
(649)
(674)
Acquisition of businesses, net of cash acquired
(735)
(876)
(1,315)
Purchases of marketable securities, net
—
(6)
(5)
Investments in unconsolidated affiliates, net of payments received
(132)
(39)
(20)
Investments in debt and equity securities
(2)
(38)
—
Proceeds from sale of property, equipment and software
25
—
—
Other
2
5
8
Net cash used in investing activities
(1,444)
(1,603)
(2,006)
Financing activities:
Proceeds from issuance of debt
—
4,000
1,250
Payment of debt issuance costs
(1)
(50)
(5)
Repayment of debt and principal payments on finance leases
(172)
(2,873)
(634)
Proceeds from revolving credit facility
1,685
2,384
2,350
Repayment of revolving credit facility
(960)
(2,709)
(2,025)
Payments related to employee stock incentive plans, net
(64)
(61)
(71)
Repurchase of common stock
(1,350)
(992)
(1,168)
Contingent consideration and deferred purchase price payments
(16)
(81)
(26)
Net cash used in financing activities
(878)
(382)
(329)
Effect of foreign currency exchange rate changes on cash
(68)
(4)
(75)
Increase (decrease) in cash and cash equivalents
326
160
(150)
Cash and cash equivalents at beginning of period
1,376
1,216
1,366
Cash and cash equivalents at end of period
$
1,702
$
1,376
$
1,216
The accompanying notes are an integral part of these consolidated financial statements.
73
IQVIA HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
Common
Stock Shares
Treasury
Stock Shares
Common Stock
Additional
Paid-In Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
(Loss) Income
Total
Balance, December 31, 2021
255.8
(65.2) $
3
$
10,774
$
2,243
$
(6,572) $
(406) $
6,042
Issuance of common stock
0.6
—
—
(71)
—
—
—
(71)
Repurchase of common stock
—
(5.5)
—
—
—
(1,168)
—
(1,168)
Stock-based compensation
—
—
—
192
—
—
—
192
Net income
—
—
—
—
1,091
—
—
1,091
Unrealized gains on derivative instruments, net of tax
—
—
—
—
—
—
40
40
Defined benefit plan adjustments, net of tax
—
—
—
—
—
—
(10)
(10)
Foreign currency translation, net of tax
—
—
—
—
—
—
(361)
(361)
Reclassification adjustments, net of tax
—
—
—
—
—
—
10
10
Balance, December 31, 2022
256.4
(70.7)
3
10,895
3,334
(7,740)
(727)
5,765
Issuance of common stock
0.8
—
—
(61)
—
—
—
(61)
Repurchase of common stock, net of tax
—
(5.0)
—
—
—
(1,001)
—
(1,001)
Stock-based compensation
—
—
—
191
—
—
—
191
Net income
—
—
—
—
1,358
—
—
1,358
Unrealized losses on derivative instruments, net of tax
—
—
—
—
—
—
(7)
(7)
Defined benefit plan adjustments, net of tax
—
—
—
—
—
—
7
7
Foreign currency translation, net of tax
—
—
—
—
—
—
(89)
(89)
Reclassification adjustments, net of tax
—
—
—
—
—
—
(51)
(51)
Balance, December 31, 2023
257.2
(75.7)
3
11,025
4,692
(8,741)
(867)
6,112
Issuance of common stock
1.0
—
—
(66)
—
—
—
(66)
Repurchase of common stock, net of tax
—
(6.4)
—
—
—
(1,362)
—
(1,362)
Stock-based compensation
—
—
—
181
—
—
—
181
Net income
—
—
—
—
1,373
—
—
1,373
Unrealized gains on derivative instruments, net of tax
—
—
—
—
—
—
53
53
Defined benefit plan adjustments, net of tax
—
—
—
—
—
—
7
7
Foreign currency translation, net of tax
—
—
—
—
—
—
(200)
(200)
Reclassification adjustments, net of tax
—
—
—
—
—
—
(31)
(31)
Balance, December 31, 2024
258.2
(82.1) $
3
$
11,140
$
6,065
$
(10,103) $
(1,038) $
6,067
The accompanying notes are an integral part of these consolidated financial statements.
74
IQVIA HOLDINGS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
The Company
IQVIA Holdings Inc. (together with its subsidiaries, the “Company” or “IQVIA”) is a leading global provider of clinical
research services, commercial insights and healthcare intelligence to the life sciences and healthcare industries. IQVIA’s portfolio of
solutions are powered by IQVIA Connected Intelligence™ to deliver actionable insights and services built on high-quality health data,
Healthcare-grade AI™, advanced analytics, the latest technologies and extensive domain expertise. IQVIA is committed to using AI
responsibly, ensuring that its AI-powered capabilities are grounded in privacy, regulatory compliance, and patient safety. With
approximately 88,000 employees in over 100 countries, including experts in healthcare, life sciences, data science, technology and
operational excellence, IQVIA is dedicated to accelerating the development and commercialization of innovative medical treatments to
help improve patient outcomes and population health worldwide.
IQVIA is a global leader in protecting individual patient privacy. The Company uses 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. IQVIA’s
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.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts and operations of the Company, its subsidiaries and
investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third parties, if
any, in the operating results and financial position of the Company’s majority-owned subsidiaries are reported as non-controlling
interests. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of
America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of
revenues and expenses during the period. These estimates are based on historical experience and various other assumptions believed
reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes changes to the estimates and
related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
Foreign Currencies
The Company’s consolidated financial statements are reported in United States dollars and, accordingly, the Company’s
results of operations are impacted by fluctuations in exchange rates that affect the translation of its revenues and expenses denominated
in foreign currencies into United States dollars for purposes of reporting its consolidated financial results. Assets and liabilities
recorded in foreign currencies on the books of foreign subsidiaries are translated at the exchange rate on the balance sheet date.
Revenues, costs and expenses are translated at average rates of exchange during the year. Translation adjustments resulting from this
process are charged or credited to the accumulated other comprehensive (loss) income (“AOCI”) component of stockholders’ equity.
The Company is subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the
consummation and cash settlement of a transaction. The Company earns revenues from its service contracts over a period of several
months and, in some cases, over a period of several years. Accordingly, exchange rate fluctuations during this period may affect the
Company’s profitability with respect to such contracts.
For operations outside the United States that are considered to be highly inflationary or where the United States dollar is
designated as the functional currency, monetary assets and liabilities are remeasured using end-of-period exchange rates, whereas
nonmonetary accounts are remeasured using historical exchange rates, and all remeasurement and transaction adjustments are
recognized in other (income) expense, net.
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Cash Equivalents
The Company considers all highly liquid investments with an initial maturity of three months or less when purchased to be
cash equivalents.
Derivatives
The Company uses derivative instruments to manage exposures to interest rates and foreign currencies. Derivatives are
recorded on the balance sheet at fair value at each balance sheet date utilizing pricing models for non-exchange-traded contracts.
At inception, the Company designates whether or not the derivative instrument is an effective hedge of an asset, liability or
firm commitment which is then classified as either a cash flow hedge or a fair value hedge. If determined to be an effective cash flow
hedge, changes in the fair value of the derivative instrument are recorded as a component of AOCI until realized. The Company
includes the impact from these hedges in the same line item as the hedged item on the consolidated statements of cash flows. Changes
in fair value of effective fair value hedges are recorded in earnings as an offset to the changes in the fair value of the related hedged
item. Hedge ineffectiveness, if any, is immediately recognized in earnings. Changes in the fair values of derivative instruments that are
not an effective hedge are recognized in earnings. When it is probable that a hedged forecasted transaction will not occur, the Company
discontinues hedge accounting for the affected portion of the forecasted transaction and reclassifies gains or losses that were
accumulated in AOCI to earnings for foreign exchange derivatives and interest expense for interest rate derivatives on the consolidated
statements of income. Cash flows are classified consistent with the underlying hedged item. The Company has entered, and may in the
future enter, into derivative contracts (caps, swaps, forwards, calls or puts, warrants, for example) related to its debt and forecasted
foreign currency transactions. The Company does not enter into derivative instruments for investment or speculative purposes.
The Company designates its cross-currency swaps and a portion of its foreign currency denominated debt as a hedge of its net
investment in certain foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate
with respect to the United States dollar. Foreign exchange gains or losses on the remeasurement of the debt designated as part of a
hedge of net investments is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-
term debt. Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of the net investments.
The change in fair value of the cross-currency swaps are also recognized in the cumulative translation adjustment component of AOCI
and would be reclassified from AOCI to earnings upon the sale or substantial liquidation of the net investments. The interest rate
component of the cross-currency swaps is excluded from the assessment of hedge effectiveness and, thus, is recognized as a reduction
to interest expense over the life of the cross-currency swaps.
Business Combinations and Goodwill
The Company uses the acquisition method to account for business combinations, and accordingly, the identifiable assets
acquired, the liabilities assumed and any non-controlling interest in the acquiree are recorded at their estimated fair values on the date
of the acquisition. The Company uses significant judgments, estimates and assumptions in determining the estimated fair value of
assets acquired, liabilities assumed and non-controlling interests including expected future cash flows, and discount rates that reflect
the risk associated with the expected future cash flows and estimated useful lives.
The Company records and allocates to its reporting units the excess of the cost over the fair value of the net assets acquired,
known as goodwill. On an annual basis, and if a triggering event occurs, the Company performs a qualitative analysis to determine
whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. This includes a
qualitative analysis of macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value
history and other company specific events. If this qualitative analysis indicates that it is more likely than not that the estimated fair
value is less than the carrying value for the respective reporting unit, the Company would then need to calculate the fair value of the
reporting unit. The Company may also choose to bypass the qualitative assessment for any or all reporting units and proceed directly to
a quantitative assessment, which involves estimating the fair value of the Company's reporting units and comparing to the carrying
value of the reporting units. If the reporting unit calculated fair value is less than the carrying amount, the Company would record an
impairment charge for the difference, with the impairment charge not to exceed the carrying amount of goodwill.
The Company reviews the carrying values of other identifiable definite-lived intangible assets if the facts and circumstances
indicate a possible impairment.
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Long-Lived Assets
Property and equipment are stated at cost and are depreciated using the straight-line method over the shorter of the asset’s
estimated useful life or the lease term, if related to leased property, as follows:
Buildings and leasehold improvements
3 - 40 years
Equipment
3 - 10 years
Furniture and fixtures
5 - 10 years
Transportation equipment
3 - 20 years
Definite-lived other identifiable intangible assets are amortized primarily using an accelerated method that reflects the pattern
in which the Company expects to benefit from the use of the asset over its estimated remaining useful life as follows:
Client relationships and backlog
1 - 25 years
Software and related assets
1 - 10 years
Trademarks, trade names and other
1 - 17 years
Databases
1 - 9 years
Non-compete agreements
2 - 5 years
Included in software and related assets is the capitalized cost of internal-use software used in supporting the Company’s
business. Qualifying costs incurred during the application development stage are capitalized and amortized over their estimated useful
lives. Costs are capitalized from completion of the preliminary project stage and when it is considered probable that the software will be
used to perform its intended function, up until the time the software is placed into service. The Company recognized $472 million, $475
million and $419 million of amortization expense for the years ended December 31, 2024, 2023 and 2022, respectively, related to
software and related assets.
The carrying values of property, equipment and intangible and other long-lived assets are reviewed for recoverability at the
asset grouping level to determine if the facts and circumstances suggest that a potential impairment may have occurred. If this review
indicates that carrying values will not be recoverable, as determined based on undiscounted cash flow projections, the Company will
record an impairment charge to reduce carrying values to estimated fair value. There were no significant impairments recognized in the
years ended December 31, 2024, 2023 and 2022.
Revenue Recognition
The Company’s arrangements are primarily service contracts that range in duration from a few months to several years. The
Company recognizes revenues when control of these services is transferred to the customer for an amount, referred to as the transaction
price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The
Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2)
identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the
transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenues when, or as, the
Company transfers control of the product or service for each performance obligation. Cash payments made to customers as incentives
to induce customers to enter into service agreements with the Company are amortized as a reduction of revenues over the period the
services are performed. The Company records revenues net of any tax assessments by governmental authorities, such as value added
and sales taxes, that are imposed on and concurrent with specific revenues generating transactions.
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The Company derives the majority of its revenues in the Technology & Analytics Solutions segment from various
information and technology service offerings. Information offerings (primarily under fixed-price contracts) typically include multiple
performance obligations including an ongoing subscription-based deliverable for which revenues are recognized ratably as earned over
the contract period, and/or a one-time deliverable of data offerings for which revenues are recognized upon delivery. The customer is
able to benefit from the provision of data as it is received. The Company’s subscription arrangements typically have terms ranging
from one to three years and are generally non-cancelable and do not contain refund-type provisions. Technology services offerings may
contain multiple performance obligations consisting of a mix of small and large-scale services and consulting projects, multi-year
outsourcing contracts and Software-as-a-Service (“SaaS”) arrangements. These arrangements typically have terms ranging from
several weeks to three years, with a majority having terms of one year or less. For arrangements that include multiple performance
obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices.
For these contracts, the standalone selling prices are based on the Company’s normal pricing practices when sold separately with
consideration of market conditions and other factors, including customer demographics and geographic location. Revenues for services
engagements where the transfer of control occurs ratably over time are recognized on a straight-line basis over the term of the
arrangement. Revenues from time and material contracts are recognized based on hours as the services are provided. Revenues from
fixed price ad hoc services and consulting contracts are recognized over the contract term based on the ratio of the number of hours
incurred for services provided during the period compared to the total estimated hours to be incurred over the entire arrangement
(hours-based). Technology services offerings meet the over time criterion, as another party would not need to substantially re-perform
the work already completed to satisfy the remaining obligations if the services were migrated.
The majority of the Company’s contracts within the Research & Development Solutions segment are service contracts for
clinical research that represent a single performance obligation. The Company provides a significant integration service resulting in a
combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to
the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is
satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of
the arrangement and furthers progress of the clinical trial. The Company recognizes revenues over time using a cost-based input
method since there is no single output measure that would fairly depict the transfer of control over the life of the performance
obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to
complete the contract. 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). This cost-based method of revenue recognition
requires the Company to make estimates of costs to complete its projects on an ongoing basis. Significant judgment is required to
evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete
a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days' notice by
the customer; however, in the event of termination, most contracts require payment for services rendered through the date of
termination, as well as for subsequent services rendered to close out the contract.
The majority of revenues in the Company's Contract Sales & Medical Solutions segment is from contract sales force to the
biopharmaceutical industry and broader healthcare market and recognized over time using a single measure of progress dependent on
the performance obligation. Some of the Company's Contract Sales & Medical Solutions contracts contain multiple performance
obligations with distinct promises including recruiting, sales force automation and deployment of sales representatives. The Company
utilizes a single measure of progress for each performance obligation to recognize revenues, which includes deployment of sales
representatives based on employee days worked; recruiting based on candidates recruited; sales force automation set-up based on hours
worked; and sales force automation hosting and maintenance based on usage. These services meet the over time criterion as the
customer consumes the benefit as activities are performed and another party would not need to substantially re-perform the work
already completed to satisfy the remaining obligations if the services were migrated to another party.
Variable Consideration
In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events,
such as performance incentives (including royalty payments, bonuses, or penalty clauses that can either increase or decrease the
transaction price). Variable consideration is estimated at the expected value or at the most likely amount depending on the type of
consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of
cumulative revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The
estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely
on an assessment of the Company's anticipated performance and all information (historical, current and forecasted) that is reasonably
available to the Company and reevaluated each reporting period.
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Reimbursed Expenses
The Company includes reimbursed expenses in revenues and cost of revenues as the Company is primarily responsible for
fulfilling the promise to provide the specified service, including the integration of the related services into a combined output to the
customer, which are inseparable from the integrated service. These costs include such items as payments to investigators and travel
expenses for the Company’s clinical monitors and sales representatives, over which the Company has discretion in establishing prices.
The Company controls the good or service and has inventory risk on contractually reimbursable expenses, as sometimes the Company
is unable to obtain reimbursement from the customer for costs incurred.
Change Orders
Changes in the scope of work are common, especially under long-term contracts, and generally result in a change in
transaction price. Change orders are evaluated on a contract-by-contract basis to determine if they should be accounted for as a new
contract or as part of the existing contract. Generally, services from change orders are not distinct from the original performance
obligation. As a result, the effect that the contract modification has on the contract revenues, and measure of progress, is recognized as
an adjustment to revenues when it occurs.
Cost of Revenues
Cost of revenues include (i) compensation and benefits for billable employees and personnel involved in production, data
management and delivery, and the costs of acquiring and processing data for the Company’s information offerings; (ii) costs of staff
directly involved with delivering technology-related services offerings and engagements, and the costs of data purchased specifically
for technology services engagements; (iii) reimbursed expenses that are comprised principally of payments to investigators who
oversee clinical trials and travel expenses for the Company’s clinical monitors and sales representatives; and (iv) other expenses
directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses.
Trade Receivables, Unbilled Services and Unearned Income
In general, billings and payments are established by contractual provisions including predetermined payment schedules,
which may or may not correspond to the timing of the transfer of control of the Company’s services under the contract. In general, the
Company’s intention in its invoicing (payment terms) is to maintain cash neutrality over the life of the contract. Generally, the payment
terms are 30 to 90 days based on contracts. Upfront payments, when they occur, are intended to cover certain expenses the Company
incurs at the beginning of the contract. Neither the Company nor its customers view such upfront payments and contracted payment
schedules as a means of financing. Unbilled services primarily arise from long-term contracts when a cost-based or hours-based input
method of revenue recognition is utilized and revenues recognized exceeds the amount billed to the customer.
Unearned income consists of advance payments and billings in excess of revenues recognized. As the contracted services are
subsequently performed and the associated revenues are recognized, the unearned income balance is reduced by the amount of the
revenue recognized during the period. Unearned income is classified as a current liability on our consolidated balance sheets as the
Company expects to recognize the associated revenues in less than one year.
Restructuring Costs
Restructuring costs, which primarily include termination benefits, are recorded at estimated value. Key assumptions in
determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations
and the timing of employees leaving the Company.
Debt Fees
Fees incurred to issue debt are generally deferred and amortized as a component of interest expense over the estimated term
of the related debt using the effective interest rate method.
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Contingencies
The Company records accruals for claims, suits, investigations and proceedings when it is probable that a liability has been
incurred and the amount of the loss can be reasonably estimated. The Company reviews claims, suits, investigations and proceedings at
least quarterly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice
of counsel or other information pertinent to a particular matter. Legal costs associated with contingencies are charged to expense as
incurred.
The Company is party to legal proceedings incidental to its business. While the outcome of these matters could differ from
management’s expectations, the Company does not believe the resolution of these matters will have a material adverse effect to the
Company’s financial statements. See Note 12 for additional information.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset
and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary
differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be
recovered or settled. The Company records U.S. deferred taxes based on the Federal corporate income tax rate of 21%. The Company
accounts for tax related to Global Intangible Low-Taxed Income (“GILTI”) and Qualified Domestic Minimum Top-up Taxes
("QDMTT") in relation to the Organization for Economic Co-operation and Development's ("OECD") Pillar Two global corporate
minimum tax rate of 15%, as period costs when and if incurred. Recognition of deferred income tax assets is based on management’s
belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating
loss, capital loss carryforwards, and income tax credits, will be realized. The Company records a valuation allowance to reduce its
deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur.
The Company determines the amount of the valuation allowance based, in part, on the Company’s assessment of future taxable income
and in light of the Company’s ongoing income tax strategies. If the estimate of future taxable income or tax strategies changes at any
time in the future, the Company would record an adjustment to its valuation allowance. Recording such an adjustment could have a
material effect on the Company’s financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which
the Company operates, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits
and losses among taxing jurisdictions may have a significant impact on the Company's effective income tax rate. The Company does
not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Pensions and Other Postretirement Benefits
The Company provides retirement benefits to certain employees, including defined benefit pension plans. The determination
of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models,
assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion
rate and the assumed rate of compensation increases.
Stock-based Compensation
The Company accounts for stock-based compensation for stock options and stock appreciation rights under the fair value
method and uses the Black-Scholes-Merton model to estimate the value of such stock-based awards granted to its employees and non-
executive directors. 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. The Company does not currently anticipate paying dividends. The expected term represents the period of time
the grants are expected to be outstanding. The risk-free interest rate is based on the United States Treasury yield curve in effect at the
time of the grant.
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The Company values its stock-based compensation for restricted stock awards and restricted stock units based on the closing
market price of the Company’s common stock on the date of grant. The Company accounts for its stock-based compensation for
performance awards related to compound annual earnings per share (“EPS”) growth based on the closing market price of the
Company’s common stock on the date of grant, and for performance awards related to relative total shareholder return (“TSR”) based
on a Monte Carlo simulation model.
Leases
The Company determines if an arrangement is a lease at inception and reassesses if there are changes in terms and conditions
of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating
lease liabilities on the Company's consolidated balance sheets. Finance leases are included in deposits and other assets, net, other
current liabilities, and other liabilities on the Company's consolidated balance sheets. Lease assets and liabilities are recognized based
on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s
leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at
commencement date in determining the present value of future payments. Lease assets also include any lease payments made before
lease commencement and initial direct costs and excludes lease incentives. In determining the lease term at lease commencement, the
Company includes the noncancellable term and the periods, which the Company deems it is reasonably certain to exercise or not to
exercise a renewal or cancellation option. Operating lease expense for minimum lease payments is recognized on a straight-line basis
over the lease term. 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.
The Company has lease agreements with lease and non-lease components that the Company has elected to account for as
single lease components.
Earnings Per Share
The calculation of earnings per share is based on the weighted average number of common shares or common stock
equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings
per share and is included in the calculation of diluted earnings per share. Potentially dilutive securities include outstanding stock
options and unvested restricted stock units, restricted stock, performance awards and other stock-based awards. Diluted shares
outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury
stock method, the amount the employee must pay for exercising stock options, and the amount of compensation cost for future service
that the Company has not yet recognized are assumed to be used to repurchase shares.
Investments in Unconsolidated Affiliates
The Company’s investments in unconsolidated affiliates are accounted for under the equity method if the Company exercises
significant influence or has an investment in a limited partnership that is considered to be greater than minor. These investments are
classified as investments in unconsolidated affiliates on the accompanying consolidated balance sheets. The Company records its pro
rata share of the earnings, adjusted for accretion of basis difference, of these investments in equity in earnings (losses) of
unconsolidated affiliates on the accompanying consolidated statements of income. The Company reviews its investments in
unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be
recoverable.
Treasury Stock
The Company records treasury stock purchases under the cost method. Upon reissuance of treasury stock, amounts in excess
of the acquisition cost are credited to additional paid-in capital. If the Company reissues treasury stock at an amount below its
acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference
between the acquisition cost and the reissue price, this shortfall is recorded in retained earnings.
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Recently Issued Accounting Standards
Accounting pronouncements recently adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure
requirements. The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating
decision maker and included in the reported measure of segment profit or loss. It does not change the definition of a segment or the
guidance for determining reportable segments. The Company adopted this new accounting guidance effective for the annual period
beginning January 1, 2024, and will adopt it in 2025 for interim periods. The adoption of this new accounting guidance for the annual
period beginning January 1, 2024 did not have a material effect on the Company's disclosures within the consolidated financial
statements.
Accounting pronouncements issued but not adopted as of December 31, 2024
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to
enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU require additional
disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table. The new
guidance will be effective for the Company in the annual period beginning January 1, 2025. The Company is assessing the impacts of
this ASU on its disclosures within the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), to improve the
disclosures about an entity's expenses and address requests from investors for more detailed information about the types of expenses in
commonly presented expense captions. The new guidance requires additional information about specific expense categories in the
notes to financial statements at interim and annual reporting periods, and will be effective for the Company in the annual period
beginning January 1, 2027, and interim periods beginning January 1, 2028. The Company is assessing the impacts of this ASU on its
disclosures within the consolidated financial statements.
2. Revenues by Geography, Concentration of Credit Risk and Remaining Performance Obligations
The Company attributes revenues to geographical region based upon where the services are performed. The following tables
represent revenues by geographical region and reportable segment for the years ended December 31, 2024, 2023 and 2022:
December 31, 2024
(in millions)
Technology &
Analytics
Solutions
Research &
Development
Solutions
Contract Sales
& Medical
Solutions
Total
Revenues:
Americas
$
3,182
$
3,894
$
280
$
7,356
Europe and Africa
2,397
2,304
219
4,920
Asia-Pacific
581
2,329
219
3,129
Total revenues
$
6,160
$
8,527
$
718
$
15,405
December 31, 2023
(in millions)
Technology &
Analytics
Solutions
Research &
Development
Solutions
Contract Sales
& Medical
Solutions
Total
Revenues:
Americas
$
3,091
$
4,157
$
304
$
7,552
Europe and Africa
2,156
2,103
200
4,459
Asia-Pacific
615
2,135
223
2,973
Total revenues
$
5,862
$
8,395
$
727
$
14,984
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December 31, 2022
(in millions)
Technology &
Analytics
Solutions
Research &
Development
Solutions
Contract Sales
& Medical
Solutions
Total
Revenues:
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
When attributing revenues to individual countries based upon where the services are performed, no individual country, except
for the United States, accounted for 10% or more of total revenues for the years ended December 31, 2024, 2023 and 2022. For the
years ended December 31, 2024, 2023 and 2022, revenues in the United States accounted for approximately 42%, 45%, and 42% of
total revenues, respectively, using this revenue attribution approach.
No individual customer represented 10% or more of total revenues for the years ended December 31, 2024, 2023 and 2022.
Transaction Price Allocated to the Remaining Performance Obligations
As of December 31, 2024, approximately $33.5 billion of revenues are expected to be recognized in the future from
remaining performance obligations. The Company expects to recognize revenues on approximately 30% of these remaining
performance obligations over the next twelve months, on approximately 85% over the next five years, with the balance recognized
thereafter. 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 the Company's Research & Development Solutions segment. The
customer contract transaction price allocated to the remaining performance obligations differs from backlog in that it does not include
wholly unperformed contracts under which the customer has a unilateral right to cancel the arrangement.
3. Trade Accounts Receivable, Unbilled Services and Unearned Income
Trade accounts receivables and unbilled services consist of the following:
December 31,
(in millions)
2024
2023
Trade accounts receivable
$
1,390
$
1,473
Unbilled services
1,856
1,942
Trade accounts receivable and unbilled services
3,246
3,415
Allowance for doubtful accounts
(42)
(34)
Trade accounts receivable and unbilled services, net
$
3,204
$
3,381
Unbilled services and unearned income were as follows:
December 31,
(in millions)
2024
2023
Change
Unbilled services
$
1,856
$
1,942
$
(86)
Unearned income
(1,779)
(1,799)
20
Net balance
$
77
$
143
$
(66)
83
Unbilled services, which is comprised of approximately 69% and 68% of unbilled receivables and 31% and 32% of contract
assets as of December 31, 2024 and December 31, 2023, respectively, decreased by $86 million as compared to December 31, 2023.
Contract assets are unbilled services for which invoicing is based on the timing of certain milestones related to service contracts for
clinical research whereas unbilled receivables are billable upon the passage of time. Unearned income decreased by $20 million over
the same period resulting in a decrease of $66 million in the net balance of unbilled services and unearned income between
December 31, 2024 and 2023. The change in the net balance is driven by the difference in timing of revenue recognition in accordance
with ASC 606, Revenue from Contracts with Customers, primarily related to the Company’s Research & Development Solutions
contracts (which is based on the percentage of costs incurred) versus the timing of invoicing, which is primarily based on certain
milestones.
The majority of the unearned income balance as of the beginning of the year was recognized in revenues during the year
ended December 31, 2024.
Bad debt expense recognized on the Company’s receivables and unbilled services was immaterial for the years ended
December 31, 2024, 2023 and 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, 2024, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the
Company factored approximately $678 million of customer invoices on a non-recourse basis and received approximately $666 million
in cash proceeds from the sales. For the year ended December 31, 2023, through these same accounts receivable factoring
arrangements, the Company factored approximately $699 million of customer invoices on a non-recourse basis and received
approximately $686 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.
4. Investments
Debt, Equity and Other Securities
Current
The Company’s short-term investments in debt, equity and other securities consist primarily of trading investments in mutual
funds and are measured at fair value with realized and unrealized gains and losses recorded in other (income) expense, net on the
accompanying consolidated statements of income.
Long-term
The Company’s long-term debt and equity investments (except those accounted for under the equity method, those that result
in consolidation of the investee and certain other investments) are measured at fair value and any changes in fair value are recognized
in net income at the end of each reporting period. For debt and equity investments that do not have readily determinable fair values and
do not qualify for the existing practical expedient in ASC 820, Fair Value Measurement, to estimate fair value using the net asset value
per share of the investment, the Company applies the measurement alternative and measures those investments at cost, less any
impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar
investment of the same issuer at each reporting period.
84
Unconsolidated Affiliates
The Company accounts for its investments in unconsolidated affiliates under the equity method of accounting and records its
pro rata share of its losses or earnings from these investments in equity in earnings (losses) of unconsolidated affiliates. The following
is a summary of the Company’s investments in unconsolidated affiliates:
December 31,
(in millions)
2024
2023
NovaQuest Pharma Opportunities Fund V, L.P. (“NQ Fund V”)
$
36
$
35
NostraData Pty Ltd. (“NostraData”)
17
18
NovaQuest Private Equity Fund I, L.P. (“NQ PE Fund I”)
11
10
NovaQuest Pharma Opportunities Fund IV, L.P. (“NQ Fund IV”)
4
6
Longwood Fund V, L.P. ("Longwood")
6
7
RxWare (formerly "Helparound")
2
2
NovaQuest Pharma Opportunities Fund III, L.P. (“NQ Fund III”)
—
1
Other
190
55
$
266
$
134
Variable Interest Entities
As of December 31, 2024, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated
maximum exposure to loss were as follows:
(in millions)
Investments in
Unconsolidated
VIEs
Maximum
Exposure to
Loss
NQ Fund V
$
36
$
43
NQ PE Fund I
11
12
Longwood
6
8
NQ Fund IV
4
5
NQ Fund III
—
5
Other
179
506
$
236
$
579
The difference between the carrying amount of the investments in unconsolidated VIEs and the maximum exposure to loss is
primarily attributable to capital commitments that the Company anticipates will be called in the future.
The Company is not the primary beneficiary of its VIEs and therefore does not consolidate the VIEs. The Company does not
have the power to direct the activities that most significantly affect the VIEs’ economic performance. Additionally, the Company
considers whether there are any rights to receive benefits or obligations to absorb losses of the VIE that could potentially be significant
to the VIE.
5. Derivatives
Interest Rate Risk Management
The Company has entered into interest rate swaps for purposes of managing its exposure to interest rate fluctuations. The
Company does not enter into interest rate swaps for investment or speculative purposes.
On July 19, 2018, the Company entered into forward starting interest rate swaps with a total notional value of $500 million in
an effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional
information). Interest on the swaps began accruing on June 28, 2019 and the swaps expired on June 28, 2024. The Company paid an
average fixed rate of 2.75% and received a variable rate of interest equal to the three-month Term SOFR on these swaps.
85
On June 4, 2020, the Company entered into an interest rate swap with a notional value of $300 million in an effort to limit its
exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional information). Interest
on the swap began accruing on June 30, 2020 and the swap expired on June 28, 2024. The Company paid a fixed rate of 0.32% and
received a variable rate of interest equal to the three-month Term SOFR on the swap.
On January 3, 2023, the Company entered into interest rate swaps with a combined notional value of $1,000 million in an
effort to limit its exposure to changes in the variable interest rate on its Senior Secured 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.
On November 17, 2023, the Company entered into interest rate swaps with a combined notional value of $1,500 million in an
effort to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities (see Note 10 for additional
information). Interest on the swaps began accruing on November 28, 2023 and the swaps expire on January 2, 2031. The Company
pays a fixed rate of 6.11% and receives a variable rate of interest equal to three-month Term SOFR plus 2.00% on the swaps.
The critical terms of the interest rate swaps noted above are substantially the same as the underlying borrowings. These
interest rate swaps are accounted for as cash flow hedges as these transactions were executed to hedge the Company's interest
payments and for accounting purposes are considered highly effective. As such, changes in the fair value of the interest rate swaps are
recorded as unrealized gains (losses) on derivatives included in AOCI.
The fair value of these interest rate swaps represents the present value of the anticipated net payments the Company will
make to the counterparty, which, when they occur, are reflected as interest expense on the consolidated statements of income. These
interest rate swaps result in a total debt mix of approximately 75% fixed rate debt and 25% variable rate debt.
Foreign Exchange Risk Management
The Company transacts business in more than 100 countries and is subject to risks associated with fluctuating foreign
exchange rates. Accordingly, the Company enters into foreign currency forward contracts to hedge certain forecasted foreign exchange
cash flows arising from service contracts (“Service Contract Hedging”). It is the Company’s policy to enter into foreign currency
forward contracts only to the extent necessary to reduce earnings and cash flow volatility associated with foreign exchange rate
movements. The Company does not enter into foreign currency forward contracts for investment or speculative purposes. The principal
currency hedged in 2024 was the British Pound.
Service Contract Hedging contracts are designated as cash flow hedges and are carried at fair value, with changes in the fair
value recorded to AOCI. The change in fair value is reclassified from AOCI to earnings in the period in which the hedged transaction
occurs. These contracts have various expiration dates through September 2025.
As of December 31, 2024 and 2023, the Company had open Service Contract Hedging contracts to hedge certain forecasted
foreign currency cash flow transactions occurring in 2025 and 2024 with notional amounts totaling $108 million and $121 million,
respectively. For accounting purposes these hedges are considered highly effective. As of December 31, 2024 and 2023, the Company
had recorded gross unrealized gains (losses) of $— million and $(2) million, and $2 million and $— million, respectively, related to
these contracts. Upon expiration of the hedge instruments in 2024, the Company reclassified the unrealized holding gains and losses on
the derivative instruments included in AOCI into earnings. The unrealized gains (losses) are included in other current assets and other
current liabilities on the accompanying consolidated balance sheets as of December 31, 2024 and 2023.
86
Net Investment Risk Management, Euro Denominated Notes
As of December 31, 2024, the portion of the Company's foreign currency denominated debt balance that was designated as a
hedge of its net investment in certain foreign subsidiaries totaled approximately €2,732 million ($2,837 million). The amount of
foreign exchange gains (losses) related to this net investment hedge included in the cumulative translation adjustment component of
AOCI was $186 million, $(102) million, and $332 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Net Investment Risk Management, Cross-Currency Swaps
On November 15, 2023, in connection with the issuance of the 2029 Senior Secured Notes (see Note 10 for additional
information), the Company entered into cross-currency swaps with a combined notional value of $1,250 million to effectively convert
$1,250 million of the 2029 Senior Secured Notes into euro-denominated borrowings at prevailing euro interest rates through February
2029. The Company designated these agreements as a hedge of its net investment in certain foreign subsidiaries. These cross-currency
swaps expire in February 2029. The Company will receive semiannual interest payments on February 1 and August 1 from the
counterparties based on a fixed interest rate until maturity of these agreements. The effective net borrowing rate to the Company is
approximately 4.8555%, inclusive of the yield on the notes and the impact of the cross-currency swaps.
On November 17, 2023, in connection with the allocation of the Term B-4 Dollar Loans (see Note 10 for additional
information), the Company entered into cross-currency swaps with a combined notional value of $1,500 million to effectively convert
$1,500 million of the Term B-4 Dollar Loans into euro-denominated borrowings at prevailing euro interest rates through January 2031.
These cross-currency swaps expire in January 2031. The Company will receive quarterly interest payments from the counterparties
based on a fixed interest rate until maturity of these agreements. The effective net borrowing rate to the Company is approximately
4.9015%, inclusive of the yield on the loans, the impact of the cross-currency swaps and of the interest rate swaps entered on
November 17, 2023 as noted above.
The Company does not enter into cross-currency swaps for investment or speculative purposes. For the years ended
December 31, 2024 and 2023, the Company recorded gains (losses) of $147 million and $(108) million, respectively, within AOCI as a
result of these cross-currency swaps. The Company recognized $36 million and $3 million related to the excluded component as a
reduction of interest expense for the years ended December 31, 2024 and 2023, respectively.
The fair values of the Company’s derivative instruments, on a gross basis, and the line items on the accompanying
consolidated balance sheets to which they were recorded are summarized in the following table:
December 31, 2024
December 31, 2023
(in millions)
Balance Sheet
Classification
Assets
Liabilities
Notional
Assets
Liabilities
Notional
Derivatives designated as
hedging instruments:
Interest rate swaps
Other current assets, other
assets and other current
liabilities
$
—
$
5
$
2,485
$
13
$
51
$
3,300
Cross-currency swaps
Other assets and other
current liabilities
39
—
2,735
—
108
2,750
Foreign exchange forward
contracts
Other current assets and
other current liabilities
—
2
108
2
—
121
Total derivatives
$
39
$
7
$
15
$
159
The pre-tax effect of the Company’s cash flow hedging instruments on other comprehensive income is summarized in the
following table:
Year Ended December 31,
(in millions)
2024
2023
2022
Interest rate swaps
$
33
$
(80) $
62
Foreign exchange forward contracts
(4)
2
3
Total
$
29
$
(78) $
65
87
The Company expects $3 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate
derivatives included in AOCI as of December 31, 2024 to be reclassified into earnings within the next twelve months. The total
amount, net of income taxes, of the cash flow hedge effect on the accompanying consolidated statements of income was $31 million,
$51 million, and $(10) million for the years ended December 31, 2024, 2023 and 2022, respectively.
6. Fair Value Measurements
The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair
value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of
unobservable inputs. The three levels of inputs used to measure fair value are as follows:
•
Level 1—Quoted prices in active markets for identical assets or liabilities.
•
Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets
and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not
active; or other inputs that are observable or can be corroborated by observable market data.
•
Level 3—Unobservable inputs that are supported by little or no market activity. This includes certain pricing
models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of
December 31, 2024 and 2023 due to their short-term nature. As of December 31, 2024 and 2023, the fair value of total debt was
$13,966 million and $13,597 million, respectively, as determined under Level 2 measurements for these financial instruments.
Recurring Fair Value Measurements
The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported
at fair value on a recurring basis as of December 31, 2024:
(in millions)
Level 1
Level 2
Level 3
Total
Assets:
Marketable securities
$
170
$
—
$
—
$
170
Derivatives
—
39
—
39
Total
$
170
$
39
$
—
$
209
Liabilities:
Derivatives
$
—
$
7
$
—
$
7
Contingent consideration
—
—
102
102
Total
$
—
$
7
$
102
$
109
88
The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported
at fair value on a recurring basis as of December 31, 2023:
(in millions)
Level 1
Level 2
Level 3
Total
Assets:
Marketable securities
$
146
$
—
$
—
$
146
Derivatives
—
15
—
15
Total
$
146
$
15
$
—
$
161
Liabilities:
Derivatives
$
—
$
159
$
—
$
159
Contingent consideration
—
—
106
106
Total
$
—
$
159
$
106
$
265
Below is a summary of the valuation techniques used in determining fair value:
Marketable securities—The Company values trading and available-for-sale securities using the quoted market value of the
securities held.
Derivatives—Derivatives consist of foreign exchange contracts, interest rate swaps, and cross-currency swaps. The fair value
of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable inputs. The fair
value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking
into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical
expedient for bid-ask spread. The fair value of the cross-currency swaps is the estimated amount that the Company would receive or
pay to terminate such agreements, taking into account the effective interest rates, foreign exchange rates and the remaining time to
maturities.
Contingent consideration—The Company values contingent consideration related to business combinations using a weighted
probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash
flows. Assumptions used to estimate the fair value of contingent consideration include various financial metrics (revenues performance
targets and operating forecasts) and the probability of achieving the specific targets. Based on the assessments of the probability of
achieving specific targets, as of December 31, 2024 the Company has accrued approximately 61% of the maximum contingent
consideration payments that could potentially become payable.
The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the
year ended December 31:
Contingent Consideration
(in millions)
2024
2023
2022
Balance as of January 1
$
106
$
173
$
76
Business combinations
77
64
134
Contingent consideration paid
(10)
(73)
(22)
Revaluations included in earnings and foreign currency translation adjustments
(71)
(58)
(15)
Balance as of December 31
$
102
$
106
$
173
The current portion of contingent consideration is included within accrued expenses and the long-term portion is included
within other liabilities on the accompanying consolidated balance sheets. Revaluations of contingent consideration are recognized in
other (income) expense, net on the accompanying consolidated statements of income. A change in significant unobservable inputs
could result in a higher or lower fair value measurement of contingent consideration.
89
Non-recurring Fair Value Measurements
Certain assets are carried on the accompanying consolidated balance sheets at cost and are not remeasured to fair value on a
recurring basis. As of December 31, 2024, assets carried on the balance sheet and not remeasured to fair value on a recurring basis
totaled $19,554 million and were identified as Level 3. These assets are comprised of debt investments and cost and equity method
investments of $345 million, goodwill of $14,710 million and other identifiable intangibles, net of $4,499 million.
Cost and Equity Method Investments and Debt Investments—The inputs available for valuing investments in non-public
portfolio companies are generally not easily observable. The valuation of non-public investments requires judgment by the Company
due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such assets. When a triggering event
occurs, the Company considers a wide range of available market data when assessing the estimated fair value. Such market data
includes observations of the trading multiples of public companies considered comparable to the private companies being valued as
well as publicly disclosed merger transactions involving comparable private companies. In addition, valuations are adjusted to account
for company-specific issues, the lack of liquidity inherent in a non-public investment, and the fact that comparable public companies
are not identical to the companies being valued. Such valuation adjustments are necessary because in the absence of a committed buyer
and completion of due diligence similar to that performed in an actual negotiated sale process, there may be company-specific issues
that are not fully known that may affect value. Further, a variety of additional factors are reviewed by the Company, including, but not
limited to, financing and sales transactions with third parties, current operating performance and future expectations of the particular
investment, changes in market outlook, and the third-party financing environment. Because of the inherent uncertainty of valuations,
estimated valuations may differ significantly from the values that would have been used had a ready market for the securities existed,
and the differences could be material.
Goodwill—Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and
intangible net assets resulting from business combinations. The recoverability of goodwill is evaluated annually for impairment, or if
and when events or circumstances indicate a possible impairment. For the year ended December 31, 2024, the Company elected to
perform a qualitative impairment assessment. This includes a qualitative analysis of macroeconomic conditions, industry and market
considerations, cost factors, financial performance, fair value history and other company specific events. If this qualitative analysis
indicates that it is more likely than not that the estimated fair value is less than the carrying value for the respective reporting unit, the
Company would then need to calculate the fair value of the reporting unit. If the reporting unit calculated fair value is less than the
carrying amount, the Company would record an impairment charge for the difference, with the impairment charge not to exceed the
carrying amount of Goodwill. See Note 8 for additional information.
Other Identifiable Intangibles, Net—If a triggering event occurs, the Company determines the estimated fair value of definite-
lived intangible assets by determining the present value of the expected cash flows. See Note 8 for additional information.
7. Property and Equipment
The major classes of property and equipment were as follows:
December 31,
(in millions)
2024
2023
Land, buildings and leasehold improvements
$
367
$
376
Equipment
840
803
Transportation equipment
85
81
Furniture and fixtures
62
66
Property and equipment, gross
1,354
1,326
Less accumulated depreciation
(819)
(803)
Property and equipment, net
$
535
$
523
Property and equipment depreciation expense was as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Depreciation expense
$
149
$
151
$
160
90
8. Goodwill and Other Identifiable Intangible Assets
As of December 31, 2024, the Company has $4,499 million of other identifiable intangible assets. Amortization expense
associated with other identifiable definite-lived intangible assets was as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Amortization expense
$
965
$
974
$
970
Estimated amortization expense for existing other identifiable intangible assets is expected to be approximately $881 million,
$738 million, $606 million, $485 million and $371 million for the years ending December 31, 2025, 2026, 2027, 2028 and 2029,
respectively. Estimated amortization expense can be affected by various factors such as future acquisitions, divestitures, abandonments
or impairments.
The following is a summary of other identifiable intangible assets:
December 31, 2024
December 31, 2023
(in millions)
Gross
Amount
Accumulated
Amortization
Net Amount
Gross
Amount
Accumulated
Amortization
Net Amount
Definite-lived identifiable intangible assets:
Client relationships and backlog
$
5,690
$
(2,966) $
2,724
$
5,688 $
(2,724) $
2,964
Software and related assets
3,914
(2,358)
1,556
3,629
(2,005)
1,624
Trademarks, trade names and other
539
(350)
189
548
(320)
228
Databases
1,773
(1,751)
22
1,837
(1,819)
18
Non-compete agreements
14
(6)
8
16
(11)
5
$
11,930
$
(7,431) $
4,499
$
11,718 $
(6,879) $
4,839
The following is a summary of goodwill by reportable segment for the years ended December 31, 2024 and 2023:
(in millions)
Technology &
Analytics
Solutions
Research &
Development
Solutions
Contract Sales
& Medical
Solutions
Consolidated
Balance as of December 31, 2022
$
11,520
$
2,247
$
154
$
13,921
Business combinations
352
181
—
533
Impact of foreign currency fluctuations and other
104
11
(2)
113
Balance as of December 31, 2023
11,976
2,439
152
14,567
Business combinations
346
186
—
532
Impact of foreign currency fluctuations and other
(365)
(17)
(7)
(389)
Balance as of December 31, 2024
$
11,957
$
2,608
$
145
$
14,710
There were no goodwill impairment losses for the years ended December 31, 2024, 2023 and 2022.
91
9. Accrued Expenses
Accrued expenses consist of the following:
December 31,
(in millions)
2024
2023
Client contract related
$
1,458
$
1,315
Compensation, including bonuses, fringe benefits and payroll taxes
905
968
Professional fees
75
112
Contingent consideration and deferred purchase price
49
27
Interest
81
66
Restructuring
21
36
Other
359
331
$
2,948
$
2,855
10. Credit Arrangements
The following is a summary of the Company’s revolving credit facilities as of December 31, 2024:
Facility
Interest Rates
$2,000 million (revolving credit facility)
U.S. Dollar Term SOFR plus a margin of 1.25% plus a 10 basis credit spread
adjustment as of December 31, 2024
$110 million (receivables financing facility)
U.S. Dollar Term SOFR plus a margin of 1.00% plus a 10 basis credit spread
adjustment as of December 31, 2024
92
The following table summarizes the Company’s debt at the dates indicated:
December 31,
(dollars in millions)
2024
2023
Revolving Credit Facility due 2026:
U.S. Dollar denominated borrowings—U.S. Dollar Term SOFR at average floating rates of 5.71%
$
825
$
100
Senior Secured Credit Facilities:
Term A Loan due 2026—U.S. Dollar Term SOFR at floating rates of 5.71%
1,197
1,270
Term A Loan due 2026—Euribor at floating rates of 3.93%
272
306
Term A Loan due 2027—U.S. Dollar Term SOFR at floating rates of 5.86%
1,094
1,156
Term B Loan due 2025—Euribor at floating rates of 4.68%
542
576
Term B Loan due 2031—U.S Dollar Term SOFR at floating rates of 6.33%
1,485
1,500
5.700% Senior Secured Notes due 2028—U.S. Dollar denominated
750
750
6.250% Senior Secured Notes due 2029—U.S. Dollar denominated
1,250
1,250
5.0% Senior Notes due 2027—U.S. Dollar denominated
1,100
1,100
5.0% Senior Notes due 2026—U.S. Dollar denominated
1,050
1,050
6.500% Senior Notes due 2030—U.S. Dollar denominated
500
500
2.875% Senior Notes due 2025—Euro denominated
436
464
2.25% Senior Notes due 2028—Euro denominated
748
795
2.875% Senior Notes due 2028—Euro denominated
739
785
1.750% Senior Notes due 2026—Euro denominated
572
607
2.250% Senior Notes due 2029—Euro denominated
935
993
Receivables financing facility due 2027—U.S. Dollar Term SOFR at floating rates of 5.69%
Revolving Loan Commitment
110
110
Term Loan
440
440
Principal amount of debt
14,045
13,752
Less: unamortized discount and debt issuance costs
(62)
(79)
Less: current portion
(1,145)
(718)
Long-term debt
$
12,838
$
12,955
Contractual maturities of long-term debt as of December 31, 2024 are as follows:
(in millions)
2025
$
1,145
2026
3,904
2027
2,634
2028
2,252
2029
2,200
Thereafter
1,910
$
14,045
Senior Secured Credit Facilities
As of December 31, 2024, the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) provided financing
through several senior secured credit facilities of up to $6,585 million, which consisted of $5,415 million principal amounts of debt
outstanding (as detailed in the table above), and $1,170 million of available borrowing capacity on the $2,000 million revolving credit
facility and standby letters of credit. The revolving credit facility is comprised of a $1,175 million senior secured revolving facility
available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other
foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen.
93
2023 Financing Transactions
On November 28, 2023, the Company entered into an amendment (the “Amendment”) to its Credit Agreement, among
IQVIA Inc., a wholly owned subsidiary of the Company, the Company, IQVIA RDS Inc., a wholly owned subsidiary of the Company,
the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, and the Lenders (as defined
therein) party thereto. Pursuant to the Amendment, the Company borrowed $1,500 million in incremental Term B-4 Dollar Loans (as
defined in the Credit Agreement) due January 2, 2031. The net proceeds from the Term B-4 Dollar Loans were used to repay certain of
the outstanding term loans due in 2024 and in 2025 under the Company’s senior secured credit facilities, and to pay fees and expenses
related to the Amendment and the offering of 2029 Senior Secured Notes (as defined below). In connection with this Amendment, the
Company recognized a $6 million loss on extinguishment of debt, which includes fees and expenses.
On April 17, 2023, the Company increased the capacity of the senior secured revolving credit facility by $500 million U.S.
dollars, bringing the total capacity of the revolving credit facility to $2,000 million. At the same time, the Company also amended the
benchmark rate of the U.S dollar revolving credit facility and the U.S dollar Term A Loans from U.S dollar LIBOR to U.S. dollar
Secured Overnight Financing Rate term rates ("Term SOFR"), plus a 10 basis point Credit Spread Adjustment.
Senior Secured Notes
2023 Financing Transactions
On November 28, 2023, IQVIA Inc. (the “Issuer”), completed the issuance and sale of $1,250 million in gross proceeds of
6.250% senior secured notes due 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes were issued pursuant to an
Indenture, dated November 28, 2023, among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the 2029 Senior
Secured Notes and as collateral agent, and the Company and certain subsidiaries of the Issuer as guarantors. The net proceeds from the
2029 Senior Secured Notes offering were used to repay certain of the outstanding term loans under the Company’s senior secured
credit facilities due in 2024 and in 2025, and to pay fees and expenses related to the 2029 Senior Secured Notes offering and the
Amendment.
The 2029 Senior Secured Notes are secured obligations of the Company, will mature on February 1, 2029, unless earlier
repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.250% per year, with interest payable semi-
annually on February 1 and August 1 of each year, beginning on February 1, 2024. The Company may redeem the 2029 Senior
Secured Notes prior to January 1, 2029 subject to a customary make-whole premium, and thereafter subject to a redemption price equal
to 100% of the principal amount thereof plus accrued and unpaid interest.
On May 23, 2023, IQVIA Inc. (the “Issuer”) completed the issuance and sale of $750 million in gross proceeds of 5.700%
senior secured notes due 2028 (the “2028 Senior Secured Notes”). The 2028 Senior Secured Notes were issued pursuant to an
Indenture, dated May 23, 2023, among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the 2028 Senior
Secured Notes and as collateral agent, and the Company and certain subsidiaries of the Issuer as guarantors. The net proceeds from the
2028 Senior Secured Notes offering were used to repay existing borrowings under the Company’s revolving credit facility and to pay
fees and expenses related to the 2028 Senior Secured Notes offering and offering of 2030 Senior Notes (as defined below).
The 2028 Senior Secured Notes are secured obligations of the Company, will mature on May 15, 2028, unless earlier
repurchased or redeemed in accordance with their terms, and bear interest at the rate of 5.700% per year, with interest payable semi-
annually on May 15 and November 15 of each year, beginning on November 15, 2023. The Company may redeem the 2028 Senior
Secured Notes prior to April 15, 2028 subject to a customary make-whole premium, and thereafter subject to a redemption price equal
to 100% of the principal amount thereof plus accrued and unpaid interest.
Each of the Company's current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA
Solutions Japan LLC and IQVIA Services Japan LLC) and IQVIA Holdings Inc., have jointly and severally, irrevocably and
unconditionally, on a senior secured basis, guaranteed the obligations under the 2028 Senior Secured Notes and the 2029 Senior
Secured Notes.
94
In February 2024, the Issuer completed an exchange offer in which it issued $1,250 million aggregate principal amount of
6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”) and $750 million aggregate
principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes” and,
together with the 2029 Registered Notes, the 2029 Senior Secured Notes, and the 2028 Senior Secured Notes, the “Notes”) in exchange
for the same principal amount and substantially identical terms of the 2029 Senior Secured Notes and 2028 Senior Secured Notes,
respectively.
Senior Notes
2023 Financing Transactions
On May 23, 2023, IQVIA Inc. (the “Issuer”) completed the issuance and sale of $500 million in gross proceeds of 6.500%
senior notes due 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued pursuant to an Indenture, dated May 23, 2023,
among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the 2030 Senior Notes, and certain subsidiaries of the
Issuer as guarantors. The net proceeds from the 2030 Senior Notes offering were used to repay existing borrowings under the
Company’s revolving credit facility, and to pay fees and expenses related to the 2030 Senior Notes offering and 2028 Senior Secured
Notes offering.
The 2030 Senior Notes are unsecured obligations of the Company, will mature on May 15, 2030, unless earlier repurchased
or redeemed in accordance with their terms, and bear interest at the rate of 6.500% per year, with interest payable semi-annually on
May 15 and November 15 of each year, beginning on November 15, 2023. The Company may redeem the 2030 Senior Notes prior to
their final stated maturity, subject to a customary make-whole premium, at any time prior to May 15, 2026 (subject to a customary
“equity claw” redemption right) and thereafter subject to a redemption premium declining from 3.250% to 0.000%.
Receivables Financing Facility
On October 1, 2024, the Company amended its receivables financing facility to extend the term of the $550 million facility to
October 1, 2027. Under the receivables financing facility, certain of the Company's accounts receivable are sold on a non-recourse
basis by certain of the Company's consolidated subsidiaries (each, an “Originator”) to another of the Company's consolidated
subsidiaries, a bankruptcy-remote special purpose entity (the “SPE”). The SPE obtained a term loan and revolving loan commitment
from a third-party lender, secured by liens on the assets of the SPE, to finance the purchase of the accounts receivable, which includes
a $440 million term loan and a $110 million revolving loan commitment. As of December 31, 2024, no additional amounts of
revolving loans were available under the receivables financing facility. The Company has guaranteed the performance of the
obligations of existing and future subsidiaries that sell and service the accounts receivable under the receivables financing facility. The
assets of the SPE are not available to satisfy any of the Company’s obligations or any obligations of its subsidiaries. As of
December 31, 2024, approximately $1,609 million of the Company's trade accounts receivable and unbilled services were pledged as
collateral to secure the facility.
Restrictive Covenants
The Company’s debt agreements provide for certain covenants and events of default customary for similar instruments,
including a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as
defined in the senior secured credit facility agreement and a covenant to maintain a specified minimum interest coverage ratio. If an
event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such
financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements,
and in the case of the lenders under the revolving credit facility and term loans, other actions permitted to be taken by a secured
creditor. The Company’s long-term debt arrangements contain usual and customary restrictive covenants that, among other things,
place limitations on the Company’s ability to declare dividends. As of December 31, 2024, the Company was in compliance in all
material respects with the financial covenants under the Company’s financing arrangements.
95
11. Leases
The Company has operating leases for corporate offices, data centers, motor vehicles and certain equipment, many of which
contain renewal and escalation clauses. These operating leases expire at various dates through 2037 with options to cancel certain
leases at various intervals. The Company also has finance leases for offices and lab spaces that expire at various dates through 2048.
The components of lease expense were as follows:
Year Ended December 31,
(in millions)
Classification
2024
2023
2022
Operating lease cost (1)
Selling, general and administrative expenses
$
158 $
160 $
171
Finance lease cost (1)
Depreciation and amortization, and Interest expense
18
18
12
Total lease cost
$
176 $
178 $
183
(1) Includes variable lease costs, which are immaterial.
Other information related to leases was as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Supplemental Cash Flow:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
160
$
175
$
173
Operating cash flows for finance leases
$
8
$
8
$
5
Financing cash flows for finance leases
$
5
$
3
$
4
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$
58
$
59
$
79
Finance leases
$
—
$
—
$
54
Weighted Average Remaining Lease Term:
Operating leases
4.58 years
4.61 years
4.72 years
Finance leases
19.73 years
20.67 years
21.64 years
Weighted Average Discount Rate:
Operating leases
4.57%
3.81%
3.12 %
Finance leases
3.90%
3.88%
3.87 %
96
Future minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows:
(in millions)
Operating
Leases
Finance
Leases
2025
$
109 $
13
2026
71
13
2027
49
14
2028
33
14
2029
14
14
Thereafter
22
269
Total future minimum lease payments
298
337
Less imputed interest
(26)
(113)
Total
$
272 $
224
Reported as of December 31, 2024:
Other current liabilities
$
99 $
6
Operating lease liabilities
173
—
Other liabilities
—
218
Total
$
272 $
224
12. Contingencies
The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary
course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters
based upon the latest information available. For those matters where management currently believes it is probable that the Company
will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded an accrual in the
consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to
either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any.
However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict
with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of
operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and
estimates of such liabilities accordingly.
The Company routinely enters into agreements with third parties, including its clients and suppliers, all in the normal course
of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such
other party may suffer as a result of potential intellectual property infringement and other claims. The Company has not accrued a
liability with respect to these matters generally, as the exposure is considered remote.
Based on its review of the latest information available, management does not expect the impact of pending legal and tax
proceedings, claims and litigation, either individually or in the aggregate, to have a material adverse effect on the Company’s results of
operations, cash flows or financial position. However, one or more unfavorable outcomes in any claim or litigation against the
Company could have a material adverse effect for the period in which it is resolved. The following is a summary of certain legal
matters involving the Company.
97
On January 10, 2017, Quintiles IMS Health Incorporated and IMS Software Services Ltd. (collectively “IQVIA Parties”),
filed a lawsuit in the U.S. District Court for the District of New Jersey against Veeva Systems, Inc. (“Veeva”) alleging Veeva
unlawfully used IQVIA Parties intellectual property to improve Veeva data offerings, to promote and market Veeva data offerings and
to improve Veeva technology offerings. IQVIA Parties seek injunctive relief, appointment of a monitor, the award of compensatory
and punitive damages and reimbursement of all litigation expenses, including reasonable attorneys’ fees and costs. On March 13, 2017,
Veeva filed counterclaims alleging anticompetitive business practices in violation of the Sherman Act and state laws. Veeva claims
damages in excess of $200 million, and is seeking punitive damages and litigation costs, including attorneys’ fees. The Company
believes the counterclaims are without merit, rejects all counterclaims raised by Veeva and intends to vigorously defend IQVIA
Parties’ position and pursue its claims against Veeva. Since the initial filings, the parties have filed additional litigations against each
other, primarily concerning the use of IQVIA data with various other Veeva products. Trial has been continued from an early 2025
setting to a date to be determined by the Court.
On May 7, 2021, the Court issued an order and opinion (the “Order”) in which it found significant evidence that Veeva had
(1) misappropriated IQVIA data and unlawfully used it to improve Veeva data offerings, (2) engaged in a cover-up by deleting
significant evidence of its theft of IQVIA’s trade secrets, and (3) improperly withheld certain evidence under privilege in furtherance
of a crime and/or fraud against IQVIA. The Court imposed five sanctions against Veeva, including ordering three separate adverse
inference instructions be issued to the jury and that IQVIA be permitted to present evidence to the jury of Veeva’s destruction efforts.
Veeva appealed the Order. On March 30, 2024, the Court denied Veeva’s appeal with regard to its rejected privilege claims, while
reserving ruling on the appropriate sanctions to be imposed for a later time.
13. Stockholders’ Equity
Preferred Stock
The Company is authorized to issue 1.0 million shares of preferred stock, $0.01 per share par value. No shares of preferred
stock were issued and outstanding as of December 31, 2024 or 2023.
Equity Repurchase Program
On October 30, 2013, the Company’s Board of Directors (the “Board”) first approved the Company's equity repurchase
program (the “Repurchase Program”), authorizing the repurchase of up to $125 million of the Company’s common stock. The Board
increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common
stock by $600 million, $1.5 billion, $2.0 billion, $1.5 billion, $2.0 billion, $2.0 billion, and $2.0 billion in 2015, 2016, 2017, 2018,
2019, 2022, and 2023, respectively. On February 5, 2025, the Board increased the stock repurchase authorization under the Repurchase
Program with respect to the repurchase of the Company's common stock by an additional $2,000 million, which increased the total
amount that has been authorized under the Repurchase Program to $13,725 million. The Repurchase Program does not obligate the
Company to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any
time.
As of December 31, 2024, the Company had remaining authorization to repurchase up to $1,013 million of its common stock
under the Repurchase Program. In addition, from time to time, the Company has repurchased and may continue to repurchase common
stock through private or other transactions outside of the Repurchase Program.
There were no equity offerings during the years ended December 31, 2024, 2023 and 2022.
Summary
Below is a summary of the share repurchases made under the Repurchase Program:
Year Ended December 31,
(in millions, except per share data)
2024
2023
2022
Number of shares of common stock repurchased
6.4
5.0
5.5
Aggregate purchase price
$
1,350
$
992
$
1,168
Average price per share
$
209.68
$
196.89
$
213.06
98
14. Business Combinations
The Company completed several individually immaterial acquisitions during the years ended December 31, 2024 and 2023.
The Company’s assessment of fair value, including the valuation of certain acquired intangibles and the purchase price allocation
related to the acquisitions that occurred during the year ended December 31, 2024 is preliminary and subject to change upon
completion. Further adjustments, largely related to acquired intangible assets and related deferred taxes, may be necessary as additional
information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one
year from the acquisition date). The Company recorded goodwill from these acquisitions, primarily attributable to assembled
workforce, expected synergies and new client relationships. The consolidated financial statements include the results of the
acquisitions subsequent to their respective closing dates. Pro forma information is not presented as pro forma results of operations
would not be materially different to the actual results of operations of the Company.
The following table provides certain preliminary financial information for these acquisitions:
Year Ended December 31,
(in millions)
2024
2023
Assets acquired:
Cash and cash equivalents
$
28
$
28
Accounts receivable
68
44
Other assets
60
9
Goodwill
532
533
Other identifiable intangibles
313
425
Liabilities assumed:
Other liabilities
(114)
(44)
Deferred income taxes, long-term
(40)
(18)
Net assets acquired (1)
$
847
$
977
(1) Net assets acquired include contingent consideration and deferred purchase price of $84 million and $73 million, respectively.
The portion of goodwill deductible for income tax purposes was preliminarily assessed as $343 million and $379 million for
the years ended December 31, 2024 and 2023, respectively.
The following table provides a summary of the preliminary estimated fair value of certain intangible assets acquired:
Year Ended December 31,
(in millions)
Amortization Period
2024
2023
Other identifiable intangibles:
Client relationships
9
-
16
years
$
257
$
324
Backlog
1
-
4
years
28
51
Software and related assets
3
-
5
years
10
44
Non-compete agreements
3
-
5
years
7
—
Trade names
5
years
6
2
Databases
4
-
5
years
5
4
Total Other identifiable intangibles
$
313
$
425
15. Restructuring
The Company has continued to take restructuring actions in the year ended December 31, 2024 to align its resources and
reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These actions include consolidating functional
activities, eliminating redundant positions, and aligning resources with customer requirements. These restructuring actions are expected
to continue into 2025.
99
The management approved plans resulted in $67 million, $84 million and $28 million of restructuring expense, net of
reversals, which consisted primarily of severance and other exit-related costs in the years ended December 31, 2024, 2023 and 2022,
respectively.
The following amounts were recorded for the restructuring plans:
(in millions)
Severance and
Related Costs
Balance as of December 31, 2022
$
26
Expense, net of reversals
84
Payments
(74)
Balance as of December 31, 2023
$
36
Expense, net of reversals
67
Payments
(81)
Foreign currency translation and other
(1)
Balance as of December 31, 2024
$
21
The reversals were due to changes in estimates primarily resulting from the redeployment of staff and higher than expected
voluntary terminations. Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment
performance measures regularly reviewed by management. The Company expects the majority of the restructuring accruals as of
December 31, 2024 will be paid in 2025.
16. Income Taxes
The components of income before income taxes and equity in earnings (losses) of unconsolidated affiliates are as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Domestic
$
214
$
108
$
(45)
Foreign
1,455
1,351
1,408
$
1,669 $
1,459 $
1,363
The components of income tax expense attributable to continuing operations are as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Current expense:
Federal and state
$
44
$
21
$
24
Foreign
386
349
358
430
370
382
Deferred (benefit) expense:
Federal and state
(116)
(236)
(94)
Foreign
(13)
(33)
(28)
(129)
(269)
(122)
$
301
$
101
$
260
100
The differences between the Company’s consolidated income tax expense attributable to continuing operations and the
expense computed at the United States statutory income tax rate of 21% were as follows:
Year Ended December 31,
(in millions)
2024
2023
2022
Federal income tax expense at statutory rate
$
351
$
306
$
286
State and local income taxes, net of federal effect
9
16
(15)
Research and development
(28)
(25)
(19)
United States taxes recorded on foreign earnings(*)
(79)
(41)
(4)
Tax contingencies
14
17
14
Foreign Derived Intangible Income (“FDII”)
(56)
(53)
(41)
Foreign rate differential
87
45
38
Equity compensation
3
—
2
Valuation Allowance Release
—
(102)
—
Basis Difference Reversal
—
(61)
—
Other
—
(1)
(1)
$
301
$
101
$
260
(*) Includes impact of GILTI, and other U.S. taxes on foreign earnings.
The Company's effective income tax rate was 18.0%, 6.9%, and 19.1% for the years ending December 31, 2024, 2023, and
2022, respectively. The Company's effective income tax rate for December 31, 2023, was favorably impacted due to the completion of
an internal legal entity restructuring that resulted in a benefit of $125 million. Historically, the Company recorded deferred tax assets
related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not
expected the credits would be utilized prior to expiration. The Company now believes it is reasonably possible that these foreign tax
credits will be utilized and therefore recorded a tax benefit of $64 million related to the valuation allowance release and establishing
related uncertain tax positions. Additionally, due to the restructuring the Company also reversed a deferred tax liability of $61 million
due to a basis difference that was recovered in a tax-free manner. The effective tax rate was also favorably impacted by a reversal of
uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement.
On December 12, 2022, the European Union member states agreed to implement the Organization for Economic Co-
operation and Development’s (“OECD”) Pillar Two global corporate minimum tax rate of 15% on companies with revenues of at least
$790 million, which went into effect in 2024. The Company has continued to evaluate the effect of this through the end of 2024 and
determined that it did not have any material impacts for the current year. The Company will continue to assess the impact of this
proposal as countries are actively considering changes to their tax laws to adopt certain parts of the OCED's proposal.
Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $5,117 million as of December 31,
2024. The Company does not consider any of its foreign earnings as indefinitely reinvested.
101
The income tax effects of temporary differences from continuing operations that give rise to significant portions of deferred
income tax assets (liabilities) are presented below:
December 31,
(in millions)
2024
2023
Deferred income tax assets:
Net operating loss and other loss carryforwards
$
176
$
132
Tax credit carryforwards
292
254
Accrued expenses and unearned income
106
103
Employee benefits
180
202
Lease liability
34
65
U.S. interest expense limitation
93
59
Other
52
81
Total deferred income tax assets
933
896
Valuation allowance for deferred income tax assets
(196)
(166)
Total deferred income tax assets (net of valuation allowance)
737
730
Deferred income tax liabilities:
Amortization and depreciation
(545)
(590)
Lease right-of-use assets
(19)
(56)
Foreign exchange on debt instruments
(104)
(48)
Other
(71)
(72)
Total deferred income tax liabilities
(739)
(766)
Net deferred income tax assets (liabilities)
$
(2) $
(36)
During the year ended December 31, 2024, the net deferred income tax liabilities decreased due to amortization of intangibles
related to the merger between Quintiles and IMS Health.
The Company had federal, state and local, and foreign tax loss carryforwards and tax credits, the tax effect of which was $541
million as of December 31, 2024. Of this amount, $57 million has an indefinite carryforward period, and the remaining $484 million
expires at various times beginning in 2025. Some of the federal losses are subject to limitations under the Internal Revenue Code,
however, management expects these losses to be utilized during the carryforward periods.
In the year ended December 31, 2024, the Company increased its valuation allowance by $30 million to $196 million as of
December 31, 2024 from $166 million as of December 31, 2023. On December 10, 2024, the US Department of Treasury published
final regulations related to foreign currency gains and losses that are effective as of January 1, 2025. These regulations require
computation of pre-transition foreign currency gain or loss to be included in the determination of future taxable income or loss. The
valuation allowance increased primarily as a result of these regulations. We recorded a one-time, non-cash deferred tax benefit related
to the pre-transition foreign currency losses in the current year that will be fully offset by a valuation allowance.
A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits is presented below:
Year Ended December 31,
(in millions)
2024
2023
2022
Balance as of January 1
$
140
$
122
$
116
Additions based on tax positions related to the current year
15
53
13
Additions for income tax positions of prior years
17
8
20
Impact of changes in exchange rates
(2)
1
(2)
Settlements with tax authorities
(1)
(6)
(4)
Reductions for income tax positions of prior years
(18)
(25)
(11)
Reductions due to the lapse of the applicable statute of limitations
(5)
(13)
(10)
Balance as of December 31
$
146
$
140
$
122
102
As of December 31, 2024, the Company had total gross unrecognized income tax benefits of $132 million associated with
over 100 jurisdictions in which the Company conducts business that, if recognized, would reduce the Company’s effective income tax
rate.
The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a
component of income tax expense in the accompanying consolidated statements of income. In the years ended December 31, 2024,
2023 and 2022, the amount of interest and penalties recorded as an addition to income tax expense in the accompanying consolidated
statements of income was $6 million, $— million and $2 million, respectively. As of December 31, 2024, and 2023, the Company had
accrued approximately $26 million and $20 million, respectively, of interest and penalties.
The Company believes that it is reasonably possible that a decrease of up to $8 million in gross unrecognized income tax
benefits for federal, state and foreign exposure items may be necessary within the next 12 months due to lapse of statutes of limitations
or uncertain tax positions being effectively settled. The Company believes that it is reasonably possible that a decrease of up to $13
million in gross unrecognized income tax benefits for foreign items may be necessary within the next 12 months due to payments. For
the remaining uncertain income tax positions, it is difficult at this time to estimate the timing of the resolution.
The Company conducts business globally and, as a result, files income tax returns in the United States federal jurisdiction and
various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities
throughout the world. The following table summarizes the tax years that remain open for examination by tax authorities in the most
significant jurisdictions in which the Company operates:
United States
2020-2023
India
2006-2024
Japan
2018-2023
United Kingdom
2022-2023
Switzerland
2020-2023
In certain of the jurisdictions noted above, the Company operates through more than one legal entity, each of which has
different open years subject to examination. The table above presents the open years subject to examination for the most material of the
legal entities in each jurisdiction. Additionally, it is important to note that tax years are technically not closed until the statute of
limitations in each jurisdiction expires. In the jurisdictions noted above, the statute of limitations can extend beyond the open years
subject to examination.
Due to the geographic breadth of the Company’s operations, numerous tax audits may be ongoing throughout the world at
any point in time. Income tax liabilities are recorded based on estimates of additional income taxes that may be due upon the
conclusion of these audits. Estimates of these income tax liabilities are made based upon prior experience and are updated in light of
changes in facts and circumstances. However, due to the uncertain and complex application of income tax regulations, it is possible
that the ultimate resolution of audits may result in liabilities that could be materially different from these estimates. In such an event,
the Company will record additional income tax expense or income tax benefit in the period in which such resolution occurs.
17. Employee Benefit Plans
Pension and Postretirement Benefit Plans
The Company sponsors both funded and unfunded defined benefit pension plans. These plans provide benefits based on
various criteria, including, but not limited to, years of service and salary. The Company also sponsors an unfunded postretirement
benefit plan in the United States that provides health and prescription drug benefits to retirees who meet the eligibility requirements.
The Company uses a December 31 measurement date for all pension and postretirement benefit plans.
103
The following table summarizes changes in the benefit obligation, the plan assets and the funded status of the pension benefit
plans:
Pension Benefits
United States Plans
Non-United States Plans
December 31,
(in millions)
2024
2023
2024
2023
Obligation and funded status:
Change in benefit obligation:
Projected benefit obligation at beginning of year
$
434
$
400
$
525
$
461
Service costs
10
10
35
35
Interest cost
22
22
17
17
Actuarial (gains) losses
(9)
15
(2)
5
Benefits paid
(14)
(13)
(26)
(20)
Contributions
—
—
3
3
Settlements
—
—
(3)
(3)
Foreign currency fluctuations and other
—
—
4
27
Projected benefit obligation at end of year
443
434
553
525
Change in plan assets:
Fair value of plan assets at beginning of year
486
419
379
355
Actual return on plan assets
62
75
(9)
2
Contributions
4
5
29
27
Benefits paid
(14)
(13)
(26)
(20)
Settlements
—
—
(3)
(3)
Foreign currency fluctuations and other
—
—
14
18
Fair value of plan assets at end of year
538
486
384
379
Funded status
$
95
$
52
$
(169) $
(146)
The following table summarizes the amounts recognized in the consolidated balance sheets related to the pension benefit
plans:
Pension Benefits
United States Plans
Non-United States Plans
December 31,
(in millions)
2024
2023
2024
2023
Deposits and other assets, net
$
121
$
87
$
43
$
49
Accounts payable and accrued expenses
$
3
$
4
$
14
$
12
Other liabilities
$
23
$
31
$
198 $
183
Accumulated other comprehensive loss
$
64
$
28
$
(49) $
(25)
As of December 31, 2024, the benefit obligation and amount recognized in AOCI for other postretirement benefits were
immaterial.
The following table summarizes the accumulated benefit obligation for all pension benefit plans:
Pension Benefits
United States Plans
Non-United States Plans
December 31,
(in millions)
2024
2023
2024
2023
Accumulated benefit obligation
$
441
$
430
$
500
$
480
104
The following table provides the information for pension plans with an accumulated benefit obligation in excess of plan
assets and projected benefit obligations in excess of plan assets:
Pension Benefits
United States Plans
Non-United States Plans
December 31,
(in millions)
2024
2023
2024
2023
Plans with accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation
$
34
$
41
$
287
$
251
Fair value of plan assets
$
8
$
7
$
129
$
101
Plans with projected benefit obligation in excess of plan assets:
Projected benefit obligation
$
34
$
41
$
340
$
295
Fair value of plan assets
$
8
$
7
$
129
$
101
The components of net periodic benefit cost changes in plan assets and benefit obligations recognized in comprehensive
income were as follows:
Pension Benefits
United States Plans
Non-United States Plans
Year Ended December 31,
(in millions)
2024
2023
2022
2024
2023
2022
Service cost
$
10
$
10
$
13
$
35
$
35
$
29
Interest cost
22
22
13
17
17
8
Expected return on plan assets
(34)
(30)
(38)
(15)
(17)
(18)
Amortization of actuarial losses
—
—
1
—
(2)
1
Settlement gain
—
—
1
—
—
(1)
Net periodic benefit cost
(2)
2
(10)
37
33
19
Other changes in plan assets and benefit obligations
recognized in other comprehensive loss:
Actuarial (gain) loss – current year
(36)
(30)
31
24
19
(18)
Total recognized in other comprehensive income
(36)
(30)
31
24
19
(18)
Total recognized in net periodic benefit cost and other
comprehensive income
$
(38) $
(28) $
21
$
61
$
52
$
1
All components of net periodic benefit cost other than service cost are recorded in other (income) expense, net on the
accompanying consolidated statements of income. Gains (losses) affecting the benefit obligation for the year ending December 31,
2024 were primarily related to the changes in discount rates, as well as changes in other actuarial assumptions which are driven by
changing market conditions.
Assumptions
The weighted average assumptions used to determine net periodic benefit cost were as follows for the years ended December
31:
Pension Benefits
United States Plans
Non-United States Plans
2024
2023
2022
2024
2023
2022
Discount rate
5.35%
5.65%
3.08%
3.52%
3.59%
1.46%
Rate of compensation increases
3.00%
3.00%
3.00%
2.78%
2.93%
2.57%
Expected return on plan assets
7.20%
7.20%
7.23%
3.70%
4.53%
4.22%
105
The weighted average assumptions used to determine benefit obligations were as follows as of December 31:
Pension Benefits
United States Plans
Non-United States
Plans
2024
2023
2024
2023
Discount rate
5.83%
5.35%
3.67%
3.52%
Rate of compensation increases
3.00%
3.00%
3.50%
2.78%
The discount rate represents the interest rate used to determine the present value of the future cash flows currently expected to
be required to settle the Company’s defined benefit plan obligations. The discount rates are derived using weighted average yield
curves on AA-rated corporate bonds. The cash flows from the Company’s expected benefit obligation payments are then matched to
the yield curve to derive the discount rates.
The Company’s assumption for the expected return on plan assets was determined by the weighted average of the long-term
expected rate of return on each of the asset classes invested as of the balance sheet date. For plan assets invested in government bonds,
the expected return was based on the yields on the relevant indices as of the balance sheet date. There is considerable uncertainty for
the expected return on plan assets invested in equity and diversified growth funds.
Under the Company’s United States qualified retirement plan, participants have a notional retirement account that increases
with pay and investment credits. The rate used to determine the investment credit (cash balance crediting rate) varies monthly and is
equal to 1/12th of the yield on 30-year U.S. Government Treasury Bonds, with a minimum of 0.25%. At retirement, the account is
converted to a monthly retirement benefit.
Plan Assets
The Company’s pension plan target asset allocations and weighted average asset allocations, by asset category, were as
follows:
Plan Assets as of December 31,
Target
United States Plans
Non-United States Plans
Total
Asset Category
Allocation
2024
2023
2024
2023
2024
2023
Equity securities
40-65%
76%
73%
—%
—%
45%
42%
Debt securities
10-40%
20
21
49
56
32
36
Real estate
0-5%
4
4
—
—
2
2
Other
10-30%
—
2
51
44
21
20
Total
100%
100%
100%
100%
100%
100%
The following table summarizes United States plan assets measured at fair value:
December 31, 2024
December 31, 2023
Asset Category
Level 1
Level 2
Total
Level 1
Level 2
Total
(in millions)
Domestic equities
$
37
$
—
$
37
$
33
$
—
$
33
International equities
11
—
11
11
—
11
Corporate bonds
64
—
64
65
—
65
Real estate
21
—
21
21
—
21
Total assets in the fair value hierarchy
133
—
133
130
—
130
Assets measured at net asset value
(“NAV”)(1)
—
—
405
—
—
356
Total
$
133
$
—
$
538
$
130
$
—
$
486
(1) Certain investments that are measured at fair value using the net asset value ("NAV") per share (or its equivalent) practical expedient have
not been classified in the fair value hierarchy. The fair value amounts presented in the above plan asset tables are intended to permit
reconciliation of the fair value of plan assets in the fair value hierarchy to the plan asset amounts presented in the above funded status table as of
December 31, 2024 and 2023.
106
The following table summarizes non-United States plan assets measured at fair value:
December 31, 2024
December 31, 2023
Asset Category
Level 1
Level 2
Total
Level 1
Level 2
Total
(in millions)
International equities
$
—
$
1
$
1
$
1
$
1
$
2
Debt issued by national, state or local
government
2
170
172
2
210
212
Corporate bonds
—
18
18
—
—
—
Investments funds
—
10
10
—
10
10
Insurance contracts
—
168
168
—
145
145
Other
8
7
15
3
7
10
Total
$
10
$
374
$
384
$
6
$
373
$
379
Investments in mutual funds are valued at quoted market prices. Investments in common/collective trusts and pooled funds
are valued at the NAV as reported by the trust. The NAV is based on the fair value of the underlying investments held by the fund less
its liabilities. Insurance contracts are valued at the amount of the benefit liability. The Company has no Level 3 assets that rely on
unobservable inputs to measure fair value.
Investment Policies and Strategies
The Company invests primarily in a diversified portfolio of debt and equity securities that provide for long-term growth
within reasonable and prudent levels of risk. The asset allocation targets established by the Company are strategic and applicable to the
plan’s long-term investing horizon. The portfolio is constructed and maintained to provide adequate liquidity to meet associated
liabilities and minimize long-term expense and provide prudent diversification among asset classes in accordance with the principles of
modern portfolio theory. The plan employs a diversified mix of actively managed investments around a core of passively managed
index exposures in each asset class. Within each asset class, rapid market shifts, changes in economic conditions or an individual fund
manager’s outlook may cause the asset allocation to fall outside the prescribed targets. The majority of the Company’s plan assets are
measured quarterly against benchmarks established by the Company’s investment manager and the Company’s Investment Committee,
who review actual plan performance and have the authority to recommend changes as deemed appropriate. Assets are rebalanced
periodically to their strategic targets to maintain the plan’s strategic risk/reward characteristics. The Company periodically conducts
asset liability modeling studies to ensure that the investment strategy is aligned with the obligations of the plans and that the assets will
generate income and capital growth to meet the cost of current and future benefits that the plans provide. The pension plans did not
have investments in Company stock as of December 31, 2024 and 2023.
The portfolio for the Company’s United Kingdom pension plans seek to invest in a range of suitable assets of appropriate
liquidity that will generate in the most effective manner possible, income and capital growth to ensure that there are sufficient assets to
meet benefit payments when they fall due, while controlling the long-term costs of the plans, avoiding short-term volatility of
investment returns, and managing risks in accordance with plan investment strategies. The plans seek to achieve these objectives by
investing in a mixture of real (equities) and monetary (fixed interest) assets, which is expected to provide the level of returns required
by the plans. The trustee periodically conducts asset liability modeling exercises to ensure the investments are aligned with the
appropriate benchmark to better reflect the plans’ liabilities. The trustee also undertakes to review this benchmark on a regular basis.
Cash Flows
Contributions
The Company expects to contribute approximately $30 million in required contributions to its pension and postretirement
benefit plans during 2025. The Company may make additional contributions into its pension plans in 2025 depending on, among other
factors, how the funded status of those plans change or in order to meet minimum funding requirements as set forth in employee
benefit and tax laws, plus additional amounts the Company may deem to be appropriate.
107
Estimated future benefit payments
The following benefit payments (net of expected participant contributions) for pension benefits are expected to be paid as
follows:
(in millions)
2025
$
55
2026
56
2027
60
2028
62
2029
65
Years 2030 through 2034
361
$
659
Benefit payments (net of expected participant contributions) for other postretirement benefits are expected to be immaterial
over the years presented.
Defined Contribution Plans
Defined contribution or profit sharing plans are offered in various countries in which the Company operates. In some cases,
these plans are required by local laws or regulations.
In the United States, the Company has a 401(k) plan under which the Company matches employee deferrals at varying
percentages and specified limits of the employee’s salary. For the years ended December 31, 2024, 2023 and 2022, the Company
expensed $80 million, $81 million and $74 million, respectively, related to matching contributions.
Certain key executives of the Company participate in an unfunded defined contribution executive retirement plan, assumed in
the merger between Quintiles and IMS Health, which was frozen to additional accruals for future service contributions in 2012.
Participants continue to receive an annual investment credit based on the average of the annual yields at the end of each month on the
AA-AAA rated 10 plus year maturity component of the Merrill Lynch United States Corporate Bond Master Index.
Plans Accounted for as Postretirement Benefits
The Company provides certain executives with postretirement medical, dental and life insurance benefits. These benefits are
individually negotiated arrangements in accordance with their individual employment arrangements. The above tables do not include
the Company’s expense or obligation associated with providing these benefits. The obligation related to these benefits as of
December 31, 2024 and 2023, and the Company’s expense for the years then ended, were not material.
Stock Incentive Plans
Stock incentive plans provide incentives to eligible employees, officers and directors in the form of non-qualified stock
options, incentive stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”),
performance awards, covered annual incentive awards, cash-based awards and other stock-based awards, in each case subject to the
terms of the stock incentive plans.
In April 2017, the Company’s 2017 Incentive and Stock Award Plan (the “2017 Plan”) was approved by the Company’s
stockholders. The 2017 Plan provides for the grant of stock options, SARs, restricted and deferred stock (including RSUs),
performance awards, dividend equivalents, other stock-based awards and cash-based awards.
The Company recognized stock-based compensation expense of $206 million, $217 million and $194 million in the years
ended December 31, 2024, 2023 and 2022, respectively. Stock-based compensation expense is included in selling, general and
administrative expenses on the accompanying consolidated statements of income. The associated future income tax benefit recognized
was $36 million, $34 million and $28 million in the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31,
2024, there was approximately $215 million of total unrecognized stock-based compensation expense related to outstanding non-vested
stock-based compensation arrangements, which the Company expects to recognize over a weighted average period of 1.2 years.
108
As of December 31, 2024, there were 7.6 million shares available for future grants under all of the Company’s stock incentive
plans.
The Company used the following assumptions when estimating the value of the stock-based compensation for Stock Settled
SARs granted as follows:
Year Ended December 31,
2024
2023
2022
Expected volatility
28 – 35%
29 – 35%
28 – 34%
Weighted average expected volatility
32%
32%
30%
Expected dividends
0.0%
0.0%
0.0%
Expected term (in years)
2.6 – 5.6
2.4 – 5.4
3.3 – 6.3
Risk-free interest rate
4.07 – 4.56%
3.38 –4.75%
1.84 – 4.22%
Stock Appreciation Rights – Stock Settled
The exercise price of the stock-settled SARs (“SSRs”) is equal to the closing market price of the Company’s common stock
as of the grant date and expire on the tenth anniversary of the date of grant. The SSRs are eligible to vest in three equal annual
installments on each of the first three anniversaries of the date of grant.
The Company’s SSR activity in the year ended December 31, 2024 is as follows:
(in millions, except number of SSRs and exercise price)
Number of
SSRs
Weighted
Average
Exercise Price
Aggregate
Intrinsic Value
Outstanding as of December 31, 2023
3,862,710
$
144.79
$
342
Granted
426,430
214.37
Exercised
(754,235)
120.01
Canceled
(41,593)
233.29
Outstanding as of December 31, 2024
3,493,312
$
157.58
$
175
The weighted average fair value per share of SSRs granted in the year ended December 31, 2024 was $70.63. The total
intrinsic value of SSRs exercised was approximately $88 million, $51 million and $25 million in the years ended December 31, 2024,
2023 and 2022, respectively.
The weighted average remaining contractual life of the SSRs outstanding and exercisable as of December 31, 2024 is 5.2
years and 4.2 years, respectively. The total aggregate intrinsic value of the exercisable SSRs and the SSRs expected to vest as of
December 31, 2024 was approximately $175 million.
Stock Options
The option price is determined by the Board at the date of grant and the options expire 10 years from the date of grant. All
outstanding stock options are fully vested.
The Company’s stock option activity in the year ended December 31, 2024 is as follows:
(in millions, except number of options and exercise price)
Number of
Options
Weighted
Average
Exercise Price
Aggregate
Intrinsic Value
Outstanding as of December 31, 2023
174,971
$
62.35
$
30
Exercised
(88,006)
60.10
Outstanding as of December 31, 2024
86,965
$
64.63
$
11
109
The total intrinsic value of options exercised was approximately $15 million, $23 million and $9 million in the years ended
December 31, 2024, 2023 and 2022, respectively. The Company received cash of approximately $5 million, $7 million and $2 million
in 2024, 2023, and 2022, respectively, from options exercised.
The weighted average remaining contractual life of the options outstanding and exercisable as of December 31, 2024 is 1.0
years. The total aggregate intrinsic value of the exercisable stock options as of December 31, 2024 was approximately $11 million.
Performance Awards
The Company awarded performance awards that contain service, performance-based and/or market-based vesting criteria.
Vesting occurs if the recipient remains employed and depends on the degree to which performance goals are achieved during the three-
year performance period (as defined in the award agreements).
The Company’s performance award activity in the year ended December 31, 2024 is as follows:
Number of
Performance
Awards
Weighted
Average
Grant-Date
Fair Value
Outstanding as of December 31, 2023
746,070
$
232.13
Granted
493,729
217.83
Additional goal achievement shares
172,658
189.94
Vested
(387,288)
197.10
Canceled
(32,691)
241.33
Outstanding as of December 31, 2024
992,478
$
231.04
As of December 31, 2024, there are 992,478 performance awards outstanding with an intrinsic value of approximately $195
million.
Restricted Stock Units – Stock Settled
The Company’s RSUs will settle in shares of the Company’s common stock within 30 days of the applicable vesting date. In
general, RSUs granted to employees vest either (i) one-third per year beginning on the first anniversary of the grant date or (ii) 100% at
the end of the three-year period following the grant date. Members of the Company’s Board receive RSUs that are fully vested when
granted.
The Company’s RSU activity in the year ended December 31, 2024 is as follows:
Number of
RSUs
Weighted
Average
Grant-Date
Fair Value
Outstanding as of December 31, 2023
888,856
$
228.55
Granted (1)
594,957
216.78
Vested
(415,766)
223.45
Canceled
(67,719)
225.00
Outstanding as of December 31, 2024
1,000,328
$
223.91
(1) Pursuant to the IQVIA Holdings Inc. Non-Employee Director Deferral Plan (the “Director Deferral Plan”), non-employee directors may
elect to defer receipt of their cash and/or equity retainers. If a director elects to defer his or her retainer, he or she will instead be credited with
that value in deferred shares under the Director Deferral Plan. Deferred shares become payable in Company common stock following a
termination of the director’s Board service or the director’s death, or upon a change in control of the Company. The Company granted 6,482
deferred RSUs in 2024.
As of December 31, 2024, there are 1,000,328 RSUs outstanding with an intrinsic value of approximately $197 million.
110
Stock Appreciation Rights – Cash Settled
The Company’s cash settled SARs (“CSRs”) require the Company to settle in cash an amount equal to the difference between
the fair value of the Company’s common stock on the date of exercise and the grant price, multiplied by the number of CSRs being
exercised. All outstanding CSRs are fully vested.
As of December 31, 2024, 2023 and 2022, the weighted average fair value per share of the CSRs outstanding was $109.83,
$152.17 and $147.41, respectively. The Company paid approximately $3 million, $11 million and $1 million to settle exercised CSRs
in the years ended December 31, 2024, 2023 and 2022, respectively.
The weighted average remaining contractual life of the CSRs outstanding and exercisable as of December 31, 2024 is 3.1
years. The total aggregate intrinsic value of the exercisable CSRs as of December 31, 2024 was approximately $4 million.
Restricted Stock Units – Cash Settled
The Company’s cash settled RSUs (“Cash RSUs”) require the Company to settle in cash an amount equal to the fair value of
the Company’s common stock on the vest date multiplied by the number of vested Cash RSUs. These awards vest either (i) 100% at
the end of the three-year period following the date of grant, or (ii) one-third per year beginning on the first grant date anniversary. As
of December 31, 2024, there are 5,808 Cash RSUs outstanding with an intrinsic value of approximately $1 million.
Long Term Incentive Awards - Stock Settled
During the year ended December 31, 2022, the Company entered into long term incentive award agreements with certain
employees totaling a fixed monetary amount of $80 million to issue a variable number of common shares based on the fair market
value when the awards vest on the third anniversary of the grant date. The Company accounts for the awards as liability-classified
awards with the liability recorded in other current liabilities in the consolidated balance sheets as of December 31, 2024. The Company
recorded approximately $26 million, $22 million and $9 million of stock-based compensation expense for these awards during the
years ended December 31, 2024, 2023 and 2022, respectively.
Other
The Company sponsors a supplemental non-qualified deferred compensation plan, covering certain management employees,
and maintains other statutory indemnity plans as required by local laws or regulations.
18. Related Party Transactions
The Company has entered into transactions with related parties that are not deemed to be material, including investments in
unconsolidated affiliates that are discussed in Note 4.
111
19. Property, Equipment and Software by Geography
The following table represents the Company’s property, equipment and software, net, by geographic region, which is further
broken down to show each country that accounts for 10% or more of the totals:
December 31,
(in millions)
2024
2023
Property, equipment and software, net:
Americas:
United States
$
1,803
$
1,820
Other
54
97
Americas
1,857
1,917
Europe and Africa
184
193
Asia-Pacific
50
36
Total property, equipment and software, net
$
2,091
$
2,146
20. Segments
The following table presents the Company’s operations by reportable segment. The Company is managed through three
reportable segments, Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions.
Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to
the Company’s life science clients. Research & Development Solutions, which primarily serves biopharmaceutical customers, provides
outsourced clinical research and clinical trial related services. Contract Sales & Medical Solutions provides health care provider
(including contract sales) and patient engagement services to both biopharmaceutical customers and the broader healthcare market.
Certain costs are not allocated to the Company's segments and are reported as general corporate and unallocated expenses.
These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions, as well as
certain general corporate and unallocated expenses. The Company also does not allocate restructuring costs, depreciation and
amortization or impairment charges, if any, to its segments. Asset information by segment is not presented, as this measure is not used
by the chief executive officer, who is the chief operating decision maker ("CODM"), to assess the Company’s performance.
For all segments, the CODM uses segment revenue and segment profit in the annual budgeting and forecasting process. The
CODM considers budget-to-actual variances on a monthly and quarterly basis for both segment revenue and profit when making
decisions about allocating operating and capital resources to the segments. The CODM also uses segment revenue and profit to assess
the performance for each segment by comparing the results of each segment with one another and in determining the compensation of
certain employees.
112
The Company’s reportable segment information is presented below:
Year Ended December 31,
(in millions)
2024
2023
2022
Revenues
Technology & Analytics Solutions
$
6,160
$
5,862
$
5,746
Research & Development Solutions
8,527
8,395
7,921
Contract Sales & Medical Solutions
718
727
743
Total revenues
15,405
14,984
14,410
Cost of revenues, exclusive of depreciation and amortization
Technology & Analytics Solutions
3,721
3,496
3,348
Research & Development Solutions
5,698
5,629
5,395
Contract Sales & Medical Solutions
611
620
639
Total cost of revenues, exclusive of depreciation and amortization
10,030
9,745
9,382
Selling, general and administrative expenses
Technology & Analytics Solutions
917
876
848
Research & Development Solutions
881
851
831
Contract Sales & Medical Solutions
60
58
62
Total selling, general and administrative expenses reportable segments
1,858
1,785
1,741
Segment profit
Technology & Analytics Solutions
1,522
1,490
1,550
Research & Development Solutions
1,948
1,915
1,695
Contract Sales & Medical Solutions
47
49
42
Total segment profit
3,517
3,454
3,287
General corporate and unallocated expenses
(134)
(268)
(330)
Depreciation and amortization
(1,114)
(1,125)
(1,130)
Restructuring costs
(67)
(84)
(28)
Total income from operations
2,202
1,977
1,799
Interest income
(47)
(36)
(13)
Interest expense
670
672
416
Loss on extinguishment of debt
—
6
—
Other (income) expense, net
(90)
(124)
33
Income before income taxes and equity in earnings (losses) of unconsolidated
affiliates
$
1,669 $
1,459 $
1,363
113
21. Earnings Per Share
The following table presents the computation of basic and diluted earnings per share:
Year Ended December 31,
(in millions, except per share data)
2024
2023
2022
Numerator:
Net income
$
1,373
$
1,358
$
1,091
Denominator:
Basic weighted average common shares outstanding
181.3
183.8
187.6
Effect of dilutive stock options and share awards
2.1
2.5
3
Diluted weighted average common shares outstanding
183.4
186.3
190.6
Earnings per share attributable to common stockholders:
Basic
$
7.57
$
7.39
$
5.82
Diluted
$
7.49
$
7.29
$
5.72
Stock-based awards will have a dilutive effect under the treasury method when the respective period’s average market value
of the Company’s common stock exceeds the exercise proceeds. Performance awards are included in diluted earnings per share based
on if the performance targets have been met at the end of the reporting period.
For the years ended December 31, 2024, 2023 and 2022 the weighted average number of outstanding stock-based awards not
included in the computation of diluted earnings per share because they are subject to performance conditions that have not been met at
the end of the reporting period or the effect of including such stock-based awards in the computation would be anti-dilutive was 1.0
million, 1.0 million, and 0.5 million, million, respectively.
22. Accumulated Other Comprehensive (Loss) Income
Below is a summary of the components of AOCI:
(in millions)
Foreign
Currency
Translation
Derivative
Instruments
Defined
Benefit Plans
Income
Taxes
Total
Balance as of December 31, 2021
$
(570) $
(21) $
5
$
180
$
(406)
Other comprehensive (loss) income before
reclassifications
(255)
53
(13)
(116)
(331)
Reclassification adjustments
—
12
—
(2)
10
Balance as of December 31, 2022
(825)
44
(8)
62
(727)
Other comprehensive (loss) income before
reclassifications
(144)
(10)
11
54
(89)
Reclassification adjustments
—
(68)
—
17
(51)
Balance as of December 31, 2023
(969)
(34)
3
133
(867)
Other comprehensive (loss) income before
reclassifications
(123)
70
12
(99)
(140)
Reclassification adjustments
—
(41)
—
10
(31)
Balance as of December 31, 2024
$
(1,092) $
(5) $
15
$
44
$
(1,038)
114
Below is a summary of the adjustments for amounts reclassified from AOCI into the consolidated statements of income and
the affected financial statement line item:
Year Ended December 31,
(in millions)
Affected Financial
Statement Line Item
2024
2023
2022
Derivative instruments:
Interest rate swaps
Interest expense
$
41
$
47
$
(22)
Foreign exchange forward contracts
Revenues
—
21
10
Total before income taxes
41
68
(12)
Income taxes
10
17
(2)
Total net of income taxes
$
31
$
51
$
(10)
23. Supplemental Cash Flow Information
The following table presents the Company’s supplemental cash flow information:
Year Ended December 31,
(in millions)
2024
2023
2022
Supplemental Cash Flow Information:
Interest paid, net
$
589
$
556
$
379
Income taxes paid, net of refunds
$
295
$
340
$
255
115
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as amended, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures under the supervision and with the participation of our management,
including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of
the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of
achieving their control objectives. Based upon our evaluation, our CEO and CFO concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the
applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as
appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on
Form 10-K and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the quarter ended December 31, 2024, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of IQVIA
Holdings Inc. adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or
sale of securities of IQVIA Holdings Inc., within the meaning of Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
116
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item, other than the information regarding the executive officers of the Company set forth below,
is incorporated by reference to the sections of our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025
Proxy Statement”) entitled “Proposal No. 1: Election of Directors”, “Corporate Governance—Documents Establishing our Corporate
Governance”, “Corporate Governance—Leadership Structure—Committees of the Board”, "Compensation Discussion and Analysis—
Rigorous Accountability, Risk-Mitigation and Recovery Provisions—Insider Trading Policies and Procedures” and “Other Relevant
Information—Delinquent Section 16(a) Reports.”
The current executive officers of the Company are as follows:
Name
Age
Position
Ari Bousbib
63
Chairman and Chief Executive Officer
Ronald E. Bruehlman
64
Executive Vice President and Chief Financial Officer
W. Richard Staub, III
62
President, Research & Development Solutions
Bhavik Patel
45
President, Commercial Solutions
Eric Sherbet
60
Executive Vice President, General Counsel and Secretary
Ari Bousbib, Director, Chairman and Chief Executive Officer
Mr. Bousbib is Chairman and Chief Executive Officer of the Company. He assumed this position in October 2016 following
the Merger of Quintiles and IMS Health. From 2010 until the Merger, Mr. Bousbib served as Chairman and CEO of IMS Health. Prior
to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), an aerospace, defense and building
systems company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, with executive leadership
responsibilities for the worldwide operations of Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power
Inc. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 to 2002, he served as its Chief Operating Officer. Prior
to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton. Mr. Bousbib currently serves on the board of directors of The
Home Depot, Inc. and is a member of the Harvard Medical School Health Care Policy Advisory Council. Mr. Bousbib holds a Master
of Science Degree in Mathematics and Mechanical Engineering from the Ecole Superieure des Travaux Publics, Paris, and an M.B.A.
from Columbia University.
Ronald E. Bruehlman, Executive Vice President and Chief Financial Officer
Mr. Bruehlman was appointed as Executive Vice President and Chief Financial Officer effective August 1, 2020. Mr.
Bruehlman previously served as Senior Vice President and Chief Financial Officer of IMS Health from July 2011 until the merger of
IMS Health and Quintiles in 2016. Prior to joining IMS Health, Mr. Bruehlman worked for 23 years at UTC, advancing through
finance positions of increasing responsibility, culminating in his appointment as Vice President, Business Development, which he held
from June 2009 to April 2011, where he led the company’s global strategy and corporate development activities. From June 2005 until
May 2008, he was Vice President and Chief Financial Officer of Carrier Corporation. Prior to that, Mr. Bruehlman was Vice President,
Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC. Mr. Bruehlman currently serves on
the board of directors of GoodRx Holdings, Inc. Mr. Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd.
from 2020 to 2022. He also served as a director of The Connecticut Forum from 2005 to 2015 and served as a director of The New
England Air Museum from 2009 through 2013. Mr. Bruehlman holds a Bachelor of Science degree in Economics from the University
of Delaware, and an M.B.A. from the University of Chicago Booth School of Business.
117
W. Richard Staub, III, President, Research & Development Solutions
Mr. Staub resumed the role of President, Research & Development Solutions on September 25, 2023. From April 2022
through September 2023, Mr. Staub was senior advisor to the Chairman and CEO of IQVIA. Mr. Staub had served as President,
Research & Development Solutions from November 2016 to March 2022. Previously, Mr. Staub served as President of Novella
Clinical, a Quintiles company, since 2013. Prior to Novella’s 2013 acquisition by Quintiles, Mr. Staub served as both president and
CEO of Novella Clinical since 2008. Before joining Novella Clinical in 2004, Mr. Staub was senior vice president of global business
development for one of the world’s largest clinical research organizations. Mr. Staub’s career in the pharmaceutical industry began at
Zeneca Pharmaceuticals in 1989 where he had progressive responsibilities as a medical and hospital sales representative,
cardiovascular portfolio analyst and marketing manager. Mr. Staub has a Bachelor of Arts degree in Economics from the University of
North Carolina at Chapel Hill.
Bhavik Patel, President, Commercial Solutions
Mr. Patel has served as President, Commercial Solutions since July 2022. Mr. Patel previously served as Senior Vice
President, Global Market Insights and MedTech from September 2018 to July 2022. Prior to that, Mr. Patel held roles of increasing
responsibility within IQVIA’s Global Market Insights business. Prior to joining IQVIA in 2005, Mr. Patel began his career in the
healthcare industry at Schwarz Pharma in 2003, where he was responsible for sales to healthcare professionals.
Eric Sherbet, Executive Vice President, General Counsel and Secretary
Mr. Sherbet has served as our Executive Vice President, General Counsel and Secretary since March 2018. Prior to joining
the Company, he served as General Counsel and Secretary at Patheon N.V. from November 2014 until November 2017. Prior to
joining Patheon, he was General Counsel and Corporate Secretary at InVentiv Health from April 2011 until October 2014. He also
previously served as Vice President, Deputy General Counsel and Corporate Secretary at Foster Wheeler AG and before that, as Vice
President, Corporate and Securities Law and Secretary with Avaya, Inc. Mr. Sherbet earned his law degree from New York University
School of Law and received his bachelor’s degree in commerce/accounting from University of Virginia.
Item 11. Executive Compensation
Compensation
The information required by this Item is set forth under the headings “Director Compensation,” “Compensation Discussion
and Analysis,” “Leadership Development and Compensation Committee Report,” “Compensation of Named Executive Officers,” and
“Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the Company's 2025 Proxy Statement
and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, is set
forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2025 Proxy
Statement, which information is incorporated herein by reference.
118
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information with respect to all of our equity compensation plans in effect as of
December 31, 2024:
Equity Compensation Plan Information
Plan Category
Number of
Securities
to be issued
Upon Exercise
of Outstanding
Options,
Warrants and
Rights (a)
Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights (b)
Number of
Securities
Remaining
Available for
Future
Issuance Under
Equity
Compensation
Plans
(excluding
securities
reflected in
column (a)) (c)
Equity compensation plans approved by security holders
5,958,376 (1)
$
155.32 (3)
7,578,119 (4)
Equity compensation plans not approved by security holders
26,727 (2)
—
—
Total
5,985,103
$
155.32 (3)
7,578,119
(1)
Consists of: (i) 3,580,277 shares of common stock issuable upon the exercise of outstanding time-based stock
options and underlying outstanding time-based SARs; (ii) 987,940 shares of common stock issuable in settlement
of outstanding restricted stock units awarded; (iii) 992,478 shares of common stock issuable in settlement of
outstanding performance units awarded; (iv) 385,293 shares of common stock reserved for issuance at December
31, 2024 and issuable in settlement of outstanding stock settled long term incentive ("LTI") awards; and (v) 12,388
shares of deferred common stock outstanding under the Director Deferral Plan.
(2)
Consists of outstanding awards issued to certain executives with supplemental pension benefits in accordance with
their individual employment arrangements under the IMS Health DCERP.
(3)
The weighted-average exercise price includes all outstanding stock options and SARs but does not include
restricted stock units, performance units, stock settled LTI awards, deferred stock or IMS Health DCERP awards,
all of which do not have an exercise price. If restricted stock units, performance units and other awards that
constitute “rights” were included in this calculation, treating such awards as having an exercise price of $0, the
weighted average exercise price of outstanding options, warrants and rights would be $93.33.
(4)
Consists of all securities remaining available under our equity compensation plans. All of these shares are available
for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms
of equity awards authorized by the plans. Does not include 2,251,704 shares that would have remained available
under our Employee Stock Purchase Plan had it not been discontinued as of December 31, 2016.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is set forth under the headings “Corporate Governance,” and “Certain Relationships
and Related Party Transactions” in the 2025 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is set forth under the headings “Audit—Fees Paid to Independent Registered Public
Accounting Firm” in the 2025 Proxy Statement and is incorporated herein by reference.
119
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this report:
(1) Financial Statements
The following consolidated financial statements of IQVIA Holdings Inc. and its subsidiaries, and the independent registered
public accounting firm’s report thereon, are included in Part II, Item 8 of this Annual Report:
Page
Management’s Report on Internal Control over Financial Reporting
67
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
67
Consolidated Statements of Income
70
Consolidated Statements of Comprehensive Income
71
Consolidated Balance Sheets
72
Consolidated Statements of Cash Flows
73
Consolidated Statements of Stockholders’ Equity
74
Notes to Consolidated Financial Statements
75
(2) Financial Statement Schedules for the Years Ended December 31, 2024, 2023 and 2022
Schedule I—Condensed Financial Information of Registrant (Parent Company Only)
126
Schedule II—Valuation and Qualifying Accounts
130
All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to
require submission of the schedule, or because the information required is included in the consolidated financial statements and notes
thereto.
(3) Exhibits
The exhibits in the accompanying Exhibit Index preceding the signature page are filed or furnished as a part of this report and
are incorporated herein by reference. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt
instruments that authorize an amount of securities constituting 10% or less of the total assets of IQVIA Holdings Inc. and its
subsidiaries on a consolidated basis.
120
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form
File No.
Exhibit
Filing Date
3.1
Amended and Restated Certificate of Incorporation of IQVIA
Holdings Inc., effective April 18, 2023.
8-K
001-35907
3.1
April 18, 2023
3.2
Amended and Restated Bylaws of IQVIA Holdings Inc., effective
April 18, 2023.
8-K
001-35907
3.2
April 18, 2023
4.1
Description of the Company's Securities.
10-K
001-35907
4.1
February 15, 2024
4.2
Indenture, dated as of September 28, 2016, among Quintiles IMS
Incorporated, the Guarantors listed therein and U.S. Bank National
Association, as Trustee.
8-K
001-35907
4.1
October 3, 2016
4.3
Indenture, dated September 14, 2017, among Quintiles IMS
Incorporated, as Issuer, U.S. Bank National Association, as
trustee of the Notes, and certain subsidiaries of the Issuer as
guarantors U.S. Bank National Association, as trustee of the
Notes, and certain subsidiaries of the Issuer as guarantors.
8-K
001-35907
4.1
September 19,
2017
4.4
Indenture, dated May 10, 2019, among IQVIA Inc., as Issuer,
U.S. Bank National Association, as trustee of the Notes and
certain subsidiaries of the Issuer, as guarantors Association, as
trustee of the Notes and certain subsidiaries of the Issuer, as
guarantors.
8-K
001-35907
4.1
May 10, 2019
4.5
Indenture, dated August 13, 2019, among IQVIA Inc., as Issuer,
U.S. Bank National Association, as trustee of the Notes and certain
subsidiaries of the Issuer, as guarantors Association, as trustee of
the Notes and certain subsidiaries of the Issuer, as guarantors.
8-K
001-35907
4.1
August 13, 2019
4.6
Indenture, dated June 24, 2020, among IQVIA Inc., as Issuer, U.S.
Bank National Association, as trustee of the Notes and certain
subsidiaries of the Issuer, as guarantors.
8-K
001-35907
4.1
June 24, 2020
4.7
Indenture, dated March 3, 2021, among IQVIA Inc., as Issuer, U.S.
Bank National Association, as trustee of the Notes and certain
subsidiaries of the Issuer, as guarantors.
8-K
001-35907
4.1
March 3, 2021
4.8
Indenture, dated May 23, 2023, among IQVIA Inc., as Issuer, U.S.
Bank Trust Company, National Association, as Trustee of the
6.500% Senior Notes due 2030 and certain subsidiaries of the
Issuer as guarantors.
8-K
001-35907
4.2
May 23, 2023
4.9
Amended and Restated Indenture, dated December 19, 2023,
among IQVIA Inc., as Issuer, U.S. Bank Trust Company, National
Association, as trustee of the 5.700% Senior Secured Notes due
2028 and the Company and certain subsidiaries of the Issuer as
guarantors.
S-4
001-35907
4.8
January 5, 2024
4.10
Supplemental Indenture, dated as of June 27, 2024, among the
subsidiary guarantors named on the signature pages thereto and
U.S. Bank Trust Company, National Association, as trustee of the
5.700% Senior Secured Notes due 2028.
10-Q
001-35907
4.1
July 22, 2024
4.11
Amended and Restated Indenture, dated December 19, 2023,
among IQVIA Inc., as Issuer, U.S. Bank Trust Company, National
Association, as trustee of the 6.250% Senior Secured Notes due
2029 and the Company and certain subsidiaries of the Issuer as
guarantors.
S-4
001-35907
4.9
January 5, 2024
4.12
Supplemental Indenture, dated as of June 27, 2024, among the
subsidiary guarantors named on the signature pages thereto and
U.S. Bank Trust Company, National Association, as trustee of the
6.250% Senior Secured Notes due 2029.
10-Q
001-35907
4.2
July 22, 2024
10.1
Fifth Amended and Restated Credit Agreement, dated as of
August 25, 2021, by and among IQVIA Inc., IQVIA RDS Inc.,
IQVIA AG, IQVIA Solutions Japan K.K., IQVIA Holdings Inc.,
the Guarantors party thereto and the Lenders party thereto
(Annex A to Exhibit 10.1 filed August 25, 2021).
8-K
001-35907
10.1
August 25, 2021
121
10.2
Amendment No. 1 to Fifth Amended and Restated Credit
Agreement, dated June 16, 2022, among IQVIA Inc., IQVIA
Holdings Inc., IQVIA RDS Inc. the other guarantors party thereto,
Bank of America, N.A. as administrative agent and as collateral
agent, and the Lenders party thereto.
8-K
001-35907
10.1
June 16, 2022
10.3
Amendment No. 2 to Fifth Amended and Restated Credit
Agreement, dated April 17, 2023, among IQVIA Inc., IQVIA
Holdings Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Japan K.K.,
the other guarantors party thereto, Bank of America, N.A. as
administrative agent and as collateral agent, and the Lenders party
thereto.
8-K
001-35907
10.1
April 18, 2023
10.4
Amendment No. 3 to Fifth Amended and Restated Credit
Agreement, dated November 28, 2023, among IQVIA Inc., IQVIA
Holdings Inc., IQVIA RDS Inc., IQVIA AG, IQVIA Solutions
Japan LLC, the other guarantors party thereto, Bank of America,
N.A. as administrative agent and as collateral agent, and the
Lenders party thereto.
8-K
001-35907
10.1
November 23,
2023
10.5
Amended and Restated Pledge and Security Agreement, dated as
of March 17, 2014, among Healthcare Technology Intermediate
Holdings, Inc., IMS Health Incorporated, each of the grantors
party thereto, and Bank of America, N.A., as Administrative
Agent.
IMS
Health
S-1/A
333-193159
10.33
March 24, 2014
10.6
U.S. Guaranty, dated as of March 17, 2014, among Healthcare
Technology Intermediate Holdings, Inc., as Holdings, IMS Health
Incorporated, as Parent Borrower, the other Guarantors party
thereto from time to time, and Bank of America, N.A., as
Administrative Agent.
IMS
Health
S-1/A
333-193159
10.34
March 24, 2014
10.7†
Form of Director Indemnification Agreement.
S-1/A
333-186708
10.13
April 19, 2013
10.8
Form of Indemnification Agreement with each of the non-
management directors of Quintiles IMS Holdings Inc.
8-K
001-35907
10.8
October 3, 2016
10.9†
Form of Confidentiality and Restrictive Covenants Agreement.
10-K
001-35907
10.9
February 15, 2024
10.10†
Work Product Assignment Agreement.
10-K
001-35907
10.10
February 15, 2024
10.11†
Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.
S-1/A
333-186708
10.22
April 19, 2013
10.12†
Form of Award Agreement Awarding Stock Appreciation Rights
under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan
effective February 2017.
10-K
001-35907
10.41
February 16, 2017
10.13†
Quintiles IMS Holdings, Inc. Defined Contribution Executive
Retirement Plan.
8-K
001-35907
10.7
October 3, 2016
10.14†
IMS Health Incorporated Defined Contribution Executive
Retirement Plan, as amended and restated.
IMS
Health
S-1
333-193159
10.10
January 2, 2014
10.15†
First Amendment to the IMS Health Incorporated Retirement
Excess Plan, dated March 17, 2009.
IMS
Health
S-1
333-193159
10.12
January 2, 2014
10.16†
Second Amendment to the IMS Health Incorporated Retirement
Excess Plan, dated December 8, 2009.
IMS
Health
S-1
333-193159
10.13
January 2, 2014
10.17†
Third Amendment to the IMS Health Incorporated Retirement
Excess Plan, dated April 5, 2011.
IMS
Health
S-1
333-193159
10.14
January 2, 2014
10.18†
Fourth Amendment to the IMS Health Incorporated Retirement
Excess Plan (effective May 3, 2016).
IMS
Health
10-Q
001-36381
10.3
July 28, 2016
10.19†
IMS Health Incorporated Retirement Plan, as amended and
restated effective January 1, 2020.
10-K
001-35907
10.19
February 15, 2024
10.20†
Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award
Plan.
8-K
001-35907
10.6
October 3, 2016
10.21†
Form of IMS Stock Appreciation Rights Agreement under the
2014 Incentive and Stock Award Plan.
IMS
Health 8-
K
001-36381
10.1
February 10, 2015
10.22†
IQVIA Holdings Inc. 2017 Incentive Stock Award Plan (f/k/a
Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award
Plan).
DEF
14A
001-35907
Appendix B
February 22, 2017
122
10.23†
Form of Award Agreement Awarding Stock Appreciation Rights
under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock
Award Plan effective April 2017.
10-Q
001-35907
10.8
May 8, 2017
10.24†
Form of Award Agreement Awarding Performance Shares under
the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award
Plan effective April 2017.
10-Q
001-35907
10.9
May 8, 2017
10.25†
Form of Award Agreement Awarding Restricted Stock Units under
the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award
Plan effective April 2017.
10-Q
001-35907
10.10
May 8, 2017
10.26†
IQVIA Inc. Employee Protection Plan and Summary Plan
Description, as amended and restated effective July 1, 2023.
10-Q
001-35907
10.1
August 1, 2023
10.27†
IQVIA Savings Equalization Plan, effective January 1, 2018.
10-K
001-35907
10.27
February 15, 2024
10.28†
IQVIA Elective Deferred Compensation Plan, as amended and
restated.
10-K
001-35907
10.28
February 15, 2024
10.29†
IQVIA Holdings Inc. Non-Employee Director Deferral Plan,
effective January 1, 2017 (amended November 9, 2023).
10-K
001-35907
10.29
February 15, 2024
10.30†
Amended and Restated Employment Agreement between IQVIA
Holdings Inc. and Ari Bousbib, dated February 18, 2019.
10-K
001-35907
10.60
February 19, 2019
10.31†
Stock Appreciation Rights Agreement between IMS Health
Holdings, Inc. and Ari Bousbib, dated February 10, 2015.
IMS
Health
10-K
001-36381
10.34
February 19, 2016
10.32†
Amendment No. 1, dated December 31, 2015, to Stock
Appreciation Rights Agreement between IMS Health Holdings,
Inc. and Ari Bousbib dated February 10, 2015.
IMS
Health
10-K
001-36381
10.35
February 19, 2016
10.33†
Letter Agreement between the Company and Eric Sherbet, effective
on March 1, 2018.
10-K
001-35907
10.72
February 19, 2019
10.34†
Letter Agreement between the Company and Ronald Bruehlman,
effective on August 1, 2020.
10-Q
001-35907
10.1
October 22, 2020
10.35†
Letter Agreement between the Company and W. Richard Staub,
effective on September 25, 2023.
10-K
001-35907
10.35
February 15, 2024
10.36
Employment Agreement between IQVIA AG and Bhavik Patel,
effective as of August 7, 2018, as amended on August 9, 2022 and
August 1, 2023.
X
19.1
Securities Trading Policy.
X
21.1
List of Subsidiaries of IQVIA Holdings Inc.
X
22.1
List of Subsidiary Guarantors and Affiliates who Collateralize the
Company’s Securities.
X
23.1
Consent of PricewaterhouseCoopers LLP.
X
31.1
Certification of Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Executive Vice President and Chief Financial
Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
X
32.2
Certification of Executive Vice President and Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1†
Restatement Recovery Policy, dated November 9, 2023.
10-K
001-35907
97.1
February 15, 2024
123
101
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i)
Consolidated Statements of Income, (ii) Consolidated Statements
of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv)
Consolidated Statements of Cash Flows, (v) Notes to Consolidated
Financial Statements and (vi) Notes to Consolidated Financial
Statements. The instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
X
104
Cover Page Interactive Data File. The instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
X
†
Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
IQVIA HOLDINGS INC.
By: /s/ Ronald E. Bruehlman
Name: Ronald E. Bruehlman
Title: Executive Vice President and Chief
Financial Officer
Date: February 13, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
124
Signature
Title
Date
/s/ Ari Bousbib
Chairman and Chief Executive Officer; Director
February 13, 2025
Ari Bousbib
(Principal Executive Officer)
/s/ Ronald E. Bruehlman
Executive Vice President and Chief Financial Officer
February 13, 2025
Ronald E. Bruehlman
(Principal Financial Officer)
/s/ Keriann Cherofsky
Senior Vice President, Chief Accounting Officer and Corporate
Controller
February 13, 2025
Keriann Cherofsky
(Principal Accounting Officer)
/s/ Carol J. Burt
Director
February 13, 2025
Carol J. Burt
/s/ John P. Connaughton
Director
February 13, 2025
John P. Connaughton
/s/ John G. Danhakl
Director
February 13, 2025
John G. Danhakl
/s/ James A. Fasano
Director
February 13, 2025
James A. Fasano
/s/ Colleen A. Goggins
Director
February 13, 2025
Colleen A. Goggins
/s/ John M. Leonard, M.D.
Director
February 13, 2025
John M. Leonard, M.D.
/s/ Leslie Wims Morris
Director
February 13, 2025
Leslie Wims Morris
/s/ Todd B. Sisitsky
Director
February 13, 2025
Todd B. Sisitsky
/s/ Sheila A. Stamps
Director
February 13, 2025
Sheila A. Stamps
125
(2) Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Year Ended December 31,
(in millions)
2024
2023
2022
Equity in earnings of subsidiary, net of tax
$
1,373
$
1,358
$
1,091
Net income
1,373
1,358
1,091
Equity in other comprehensive (loss) income of subsidiary, net of tax
(171)
(140)
(321)
Comprehensive income
$
1,202
$
1,218
$
770
126
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
December 31,
(in millions, except per share data)
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
—
$
2
Total current assets
—
2
Investment in subsidiary
9,667
9,667
Total assets
$
9,667
$
9,669
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
9
$
8
Total current liabilities
9
8
Investment in subsidiary
3,588
3,546
Payable to subsidiary
3
3
Total liabilities
3,600
3,557
Commitments and contingencies
Stockholders’ equity:
Common stock and additional paid-in capital, 400.0 shares authorized as of December 31, 2024 and
2023, $0.01 par value, 258.2 shares issued and 176.1 shares outstanding as of December 31, 2024;
257.2 shares issued and 181.5 shares outstanding as of December 31, 2023
11,143
11,028
Retained earnings
6,065
4,692
Treasury stock, at cost, 82.1 and 75.7 shares as of December 31, 2024 and 2023,
respectively
(10,103)
(8,741)
Accumulated other comprehensive loss
(1,038)
(867)
Total stockholders’ equity
6,067
6,112
Total liabilities and stockholders’ equity
$
9,667
$
9,669
127
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in millions)
2024
2023
2022
Operating activities:
Net Income
$
1,373
$
1,358
$
1,091
Adjustments to reconcile net income to cash provided by operating activities:
Equity in earnings of subsidiary
(1,373)
(1,358)
(1,091)
Change in operating assets and liabilities:
Other operating assets and liabilities
(11)
—
1
Net cash from operating activities
(11)
—
1
Investing activities:
Investment in subsidiary, net of dividends received
1,423
1,052
1,238
Net cash from investing activities
1,423
1,052
1,238
Financing activities:
Payments related to employee stock incentive plans, net
(64)
(61)
(71)
Repurchase of common stock
(1,350)
(992)
(1,168)
Intercompany with subsidiary
—
1
—
Net cash from financing activities
(1,414)
(1,052)
(1,239)
Change in cash and cash equivalents
(2)
—
—
Cash and cash equivalents at beginning of period
2
2
2
Cash and cash equivalents at end of period
$
—
$
2
$
2
128
IQVIA HOLDINGS INC. (PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL INFORMATION
The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of
Regulation S-X as the restricted net assets of IQVIA Holdings Inc.’s (the “Company”) wholly owned subsidiary, IQVIA Incorporated
exceed 25% of the consolidated net assets of the Company. These condensed parent company financial statements are not the general-
purpose financial statements of the reporting entity. The ability of IQVIA Incorporated to pay dividends may be limited due to the
restrictive covenants in the agreements governing its credit arrangements.
These condensed parent company financial statements include the accounts of IQVIA Holdings Inc. on a standalone basis
(the “Parent”) and the equity method of accounting is used to reflect ownership interest in its subsidiary. Refer to the consolidated
financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial
statements.
Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in the years ended December 31, 2024, 2023
and 2022:
(in millions)
Amount
Paid in December 2024
$
200
Paid in November 2024
952
Paid in October 2024
11
Paid in September 2024
201
Paid in August 2024
1
Paid in February 2024
58
Total paid in 2024
$
1,423
Paid in November 2023
$
232
Paid in September 2023
55
Paid in August 2023
89
Paid in May 2023
490
Paid in March 2023
130
Paid in February 2023
56
Total paid in 2023
$
1,052
Paid in December 2022
$
25
Paid in November 2022
3
Paid in October 2022
40
Paid in September 2022
110
Paid in August 2022
1
Paid in July 2022
100
Paid in June 2022
188
Paid in May 2022
303
Paid in April 2022
2
Paid in March 2022
125
Paid in February 2022
322
Paid in January 2022
20
Total paid in 2022
$
1,239
129
Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Additions
(in millions)
Balance at
Beginning of
Year
Charged to
Expenses
Charged to
Other
Accounts(a)
Additions
(Deductions)
(b)
Balance at End
of Year
December 31, 2024
$
166
$
(12)
$
—
$
42
$
196
December 31, 2023
$
257
$
(99)
$
—
$
8
$
166
December 31, 2022
$
294
$
(27)
$
—
$
(10) $
257
(a)
Recorded through purchase accounting transaction.
(b)
Impact of additions or reductions recorded to expense and translation adjustments.
130
[REDACTED]
Bhavik Patel
[REDACTED]
7 August 2018
Contract of employment
These are the terms and conditions of your contract of employment as required by section 1 of the
Employment Rights Act 1996.
Commencement of employment
Your employer is IQVIA AG (in UK), (Company or we). Your employment with the Company under
this contract of employment started on 12 October 2005 and your continuous date of employment
with the Company is 12 October 2005. No employment with a previous employer counts towards your
period of continuous employment with the Company unless otherwise stated.
Your employment will continue indefinitely unless terminated by you or the Company under the terms of
this contract.
Role
You are employed in the role of [SUPERSEDED] and you will be required to carry out all tasks
associated with your role or otherwise reasonably assigned to you. A role summary is available from
your line manager or from Human Resources. You may be required to carry out other duties from time
to time as we may reasonably require, including for a different Group Company, and we may transfer
your employment to any other Group Company.
Place of work
Your normal place of work is the Company's London office and you may be required to work at any
other location as we may reasonably decide. You may be required to travel and work either within the
UK or abroad at any other location where the Company or any Group Company a customer or client
of the Company conducts business. You will not be required to work outside the UK for any
continuous period of more than one month.
Salary
Your base salary is [SUPERSEDED] per year. Your salary will accrue on a daily basis and will be paid
(less any statutory and voluntary deductions) in equal monthly instalments for the current month on or
about the 25th of each month directly into your bank account. If the 25th day of the month falls on a
weekend or bank holiday, your salary will be paid on or around the last business day before the 25th. If
you work part-time, the salary above is for your part-time hours. You are required to have a UK bank
account in your name for your salary and expenses to be paid into.
Salaries are normally reviewed once per year. You will normally not be eligible for an increase in
salary during the calendar year in which your employment starts. Please note that the Company
operates a "pay for performance" approach to remuneration. This means that the decision to increase
your salary and the amount of any salary increase will depend on Company and individual
performance and are at the Company's discretion. Your salary may be increased at the Company's
discretion without affecting the other terms of your employment. There is no obligation on the
Company to increase your salary.
You authorise us to deduct from your salary or any other payments due to you any money which
you may owe to the Company or any Group Company at any time or any money which the
Company or any Group Company is required to deduct by law. We will normally notify you in
advance if we intend to make any deduction from your salary.
Exhibit 10.36
1
Bonus
You are eligible to participate in a performance-based discretionary bonus or commission scheme
subject to the rules of the relevant scheme from time to time. The scheme you are eligible for is
based on your role and may be managed by the Company or one of the Company's customers.
Information about the scheme you are eligible for is available from your line manager. Any currently
effective bonus amounts, percentages, or targets will continue to be effective subject to the terms
of the scheme.
Any bonus or commission payment will be subject to income tax and National Insurance
contributions as required by law.
The rules, criteria, and targets of any bonus or commission scheme plans may be changed and we
may replace or withdraw any such scheme at any time. The decision to make a payment and the
amount of any payment under any bonus or commission scheme will be completely at the
Company's discretion. You must be employed on the payment date of the relevant scheme to be
eligible for any bonus or commission payment.
If there is a conflict, the rules of any relevant bonus scheme shall take precedence over the terms
of this contract of employment.
Hours of work
Your normal hours of work are 35 hours per week and you are considered to be working full-time
hours on a weekly basis. There is no change to your pattern of working hours.
You are required to work such additional hours that may be necessary for the proper performance
of your duties. You will not be entitled to any overtime payment.
With the agreement of your line manager, you may work a different schedule on an informal basis.
This means that you may start and/or finish work at a different time provided you are working
during core hours from 10:00 am to 4:00 pm and you work the required number of hours during the
week. Any such arrangement is subject to legal requirements to take breaks and the needs of the
business and may be withdrawn or changed with reasonable notice.
We may require you to attend meetings, conferences, or training courses during evening hours or
requiring you to stay away from home. If you work part-time and your part-time working day is
normally less than eight hours, we may require you to work up to 20 eight-hour days (including an
unpaid half hour lunch) each calendar year to attend meetings, conferences, or training courses.
You are required to comply with any time recording or time keeping procedures relevant to your
role.
Benefits
You are eligible to receive the following benefits as part of your employment, subject to the rules of
the relevant scheme and any relevant insurance policy from time to time.
Your eligibility for any benefit involving an insurance policy is subject to approval by the insurer and
the premium being an amount the Company considers reasonable. Cover by an insurer may
involve medical underwriting and may be subject to certain limits. Payment of any benefit involving
an insurance policy will only be made if we receive payment from the insurer and we will not have
any liability to make any payment if we do not receive payment from the insurer. We may, at our
discretion, amend, replace or withdraw any of these benefits and amend the rules of any relevant
scheme at any time.
2
Car allowance / company car
You are eligible to receive an annual car allowance of [SUPERSEDED]. The terms of your eligibility
and details of the car allowance scheme are set out in the Company's Fleet Policy on the intranet.
Any car allowance payments will not be treated as part of your base salary for any purpose and will
not be pensionable. Any car allowance payments will be payable in equal monthly instalments at
the same time as your salary and will be subject to tax and National Insurance deductions as
required by law.
You will be required to complete or provide further documents relating to your driving licence,
insurance, and personal car in order to receive a car allowance. There may also be criteria your
personal car must meet in order for you to receive a car allowance. If you have not completed or
provided any required paperwork or if your personal car either does not meet or no longer meets
any relevant requirements, we may suspend payment of the car allowance.
If, for any reason, you do not have a driving licence or you lose your driving licence, and you are
required to drive for your role, your employment with the Company may be terminated unless a
suitable alternative role or alternative means of travel can be identified within a reasonable period
of time.
If you are convicted of any motoring offences you must report the date and details immediately to
your line manager. If you do not notify your manager of any such convictions disciplinary action
may be taken against you.
The Company will reimburse you for business mileage subject to the Company's expenses policy.
Please note that employees who receive a car allowance are required to use the "company"
mileage rate when claiming business mileage.
Private medical insurance
You are eligible for private medical insurance paid for by the Company. Any historic private medical
insurance coverage for the family currently in place and paid for by the Company will remain in
place. Full details of the coverage available and any relevant costs are available in the ihub benefits
platform on the Company's intranet.
Income protection
You are eligible for the Company's long-term absence income protection scheme. Acceptance onto
the income protection scheme and payment of the benefit is conditional on the scheme provider
carrying out a medical examination and deciding that you meet its incapacity criteria and any other
relevant criteria.
If you are accepted on to the income protection scheme, we may require you to relinquish your role
and we may assign your duties to another employee. When you are deemed fit to return to work
following a period on the income protection scheme, we will make reasonable efforts to place you
in your original role, but you will not be entitled to return to your original role if it is not available. If
your original role is not available for whatever reason, we will carry out a redeployment procedure
to try to find a suitable role for you. If a role cannot be found by the end of the redeployment
procedure, we may terminate your employment with notice.
Details about the income protection scheme and procedures are available in the Company's
Sickness Absence Policy on the intranet.
Life Assurance
You are eligible to participate in the Company's life assurance scheme. Full details of the scheme
are available in the ihub benefits platform on the Company's Intranet.
Flexible Benefit Scheme
You will be eligible to participate in the Company's flexible benefit scheme, under which you may
choose to sacrifice a portion of your salary in exchange for certain non-cash benefits. Full details
of the scheme and its rules are available on the ihub benefits platform on the Company's intranet.
3
Health Screening
You are eligible to participate in the Company's annual health screening scheme.
Pension Plan
You will continue to be eligible for membership of or to join the Company's pension scheme,
subject to the rules of the scheme in force from time to time. Details of the pension scheme will be
provided to you on request. We will be entitled to deduct contributions from your salary for
payment into the pension scheme on your behalf and in accordance with your instructions, subject
to the rules of the pension scheme.
We may withdraw or amend any of the rules or benefits of the pension scheme, vary or terminate
our contributions to the pension scheme, and/or terminate your participation in the pension
scheme.
We will comply with our legal duties relating to the provision of a pension scheme and auto-
enrolment.
Holidays
You are entitled to paid holiday as per your length of service in the table below, in addition to 8
days of paid public holidays during each holiday year, or the pro rata equivalent if you work part
time.
Completed years of service at the beginning of the holiday year (1 January) Annual
holiday entitlement
Less than 2 years - 25 days
2 years to 3 years 11 months - 26 days
4 years to 5 years 11 months - 27 days
6 years to 7 years 11 months - 28 days
8 years to 9 years 11 months - 29 days 10 years or more - 30 days
The Company's holiday year runs between 1 January and 31 December. If your employment starts
or finishes part way through the holiday year, your holiday entitlement during that year will be
calculated on a pro-rata basis rounded up to the nearest half day. This calculation will be based on
the proportion of days you have worked out of the maximum number of 260 working days in the
year if you work full time or the relevant maximum number of working days per year if you work
part time.
Approval must be obtained from your line manager in advance for any proposed holiday dales.
Depending on your work location, your entitlement lo paid public holidays may be added to your
holiday entitlement and may be taken on a floating basis on any agreed date, except for Christmas
Day, New Year's Day, and the Easter Public Holiday, which remain fixed. We may require you to take
(or not to take) holidays on particular dates, including during your notice period, based on the needs
of the Company or our customers or clients. Please check with your line manager about any
requirements for your role and location.
We will not pay you in lieu of accrued and untaken holiday except on termination of employment.
If you have taken more holiday than you have accrued as of the date your employment terminates,
we may deduct the excess holiday pay from any payments due to you. Payments or deductions
relating to holidays will be calculated at 1/260h of your annual basic salary for each day if you work
full time, or the relevant pro-rata amount if you work part time.
Details about holiday entitlement and the rules and procedures for requesting holiday are available
in the Annual Leave Policy (as amended from time to lime) on the Company's intranet.
4
Expenses
Reasonable business expenses will be reimbursed in accordance with the Company's Expenses
Policy (as amended from time to time). Depending on your role, you may be required to set up a
separate bank account for float and business expense purposes. Further details are available in the
Expenses Policy (as amended from time to time) on the Company's intranet.
Sickness absence
Details of the procedure that you must follow if for any reason you are unable to attend work are
available in the Company's Sickness Absence Policy on the intranet. Terms and conditions relating
to absence due to sickness or injury and sick pay, including statutory sick pay and company sick
pay, are available in the Company's Sickness Absence Policy (as amended from time to time) on the
intranet. Company sick pay may be changed from time to time and does not form part of your
contract of employment.
Unauthorised absence from work or failure to follow the reporting procedure set out in the Sickness
Absence Policy (as amended from time to time) may result in salary or company sick pay not being
paid and disciplinary action. The qualifying days for statutory sick pay are Monday to Friday
(inclusive) for all normal working weeks.
We may require you to attend a medical examination (at the Company's expense) by a doctor
chosen by the Company. You agree that any report produced in connection with such an
examination may be disclosed to the Company and we may discuss the contents of the report with
the relevant doctor.
Company rules, disciplinary and grievance procedures
The Company rules, disciplinary and grievance procedures are set out in the Company's Code of
Conduct, Disciplinary Policy, and Grievance Policy, available on the Company's intranet. They may
be changed from time to time and do not form part of your contract of employment.
You are required at all times to comply with our rules, policies, and procedures as amended from
time to time. You are also required at all times to comply with any professional codes of conduct
applicable to you or your role, copies of which are available from your manager or on the
Company's intranet.
Medical Representatives must abide by the Association of the British Pharmaceutical Industry
('ABPI') Code of Practice as amended by time to time and, in particular, the provisions of the
ABPI Code of Practice which provide that.-
•
Unless exempt under the ABPI Code of Practice, Representatives are required to take
the full ABPI Representatives Examination within one year of commencing employment
as a Representative within the industry and must pass it within two years of
commencing such employment; and
•
Samples of products must always be locked away and never left on display in your car
and never given to a third party who is not appropriately medically qualified.
Nurse Advisors are required to be registered with the Nursing & Midwifery Council (NMC) and to
maintain ongoing membership of the NMC. The Company will reimburse you for any relevant
fees through the normal expenses process.
Any failure to follow the Company's Code of Conduct, rules, policies, or procedures, any
applicable professional code of conduct, or the ABPI Code of Practice f applicable, may lead to
disciplinary action being taken, up to and including dismissal.
We may suspend you from your duties with pay while we carry out any investigation or
disciplinary process.
5
If you wish to appeal a disciplinary decision, you may do so in writing in accordance with the
Disciplinary Policy (as amended from time to time).
Any grievance issues should be discussed with your manager or HR in the first instance in
accordance with the Grievance Policy (as amended from time to time).
Termination and notice period
[SUPERSEDED].
We may require you not to attend the workplace and/or not carry out your duties during the
whole or any part of your notice period (Garden Leave). During any Garden Leave period you
must not, without the written permission of the Company, enter or attend any premises of the
Company or any Group Company or contact any employees, customers or suppliers without prior
permission. During any Garden Leave period this contract of employment will remain in force and
you will be required to be available to the Company during normal working hours. You are not
permitted to take up employment anywhere else during any Garden Leave period. You will be
deemed to have taken any accrued and unused holiday during any Garden Leave period.
We may at our discretion terminate your employment and make a payment in lieu of all or part of
your notice period. Any payment in lieu of notice will include payment for base salary only and
will not include payment for any benefits, bonus, or commission and will have tax and National
Insurance deducted from it in the normal way. Any payment in lieu of notice will be paid to you
within 28 days of the date your employment terminates.
We may dismiss you at any time without notice or payment in lieu of notice if we consider you have
committed gross misconduct or if we reasonably believe that you no longer have the right to work in
the United Kingdom.
Confidential information
Both during and after your employment with the Company you must not use or disclose any
Confidential Information to any third party.
We may require you to sign a separate confidentiality agreement for the Company or any Group
Company or for any of its or their customers.
These restrictions do not prevent you from making a protected disclosure within the meaning of
section 43A of the Employment Rights Act 1996 ("whistleblowing") or making a disclosure that is
required by law.
Intellectual property
You agree that you will promptly give the Company full written details of all Inventions and of all
works embodying Intellectual Property Rights made wholly or partially by you at any time during the
course of your employment. You acknowledge that all Inventions made, discovered or developed by
you during the course of your employment and all rights (including all Intellectual Property Rights)
subsisting or which may in the future subsist in all such Inventions and works shall automatically, on
creation, vest in the Company absolutely.
If any Intellectual Property Rights do not vest automatically, you agree that you hold them on trust
for the Company. You agree promptly to execute all documents and do all acts as may, in the
opinion of the Company, be necessary for the Company to obtain the full benefit of any Invention
(and all rights therein) or Intellectual Property Rights in any material to which the Company is
entitled and to secure such registration or similar protection as the Company considers appropriate.
You agree that you irrevocably waive all moral rights under the Copyright, Designs and Patents Act
1988 (and all similar rights in other jurisdictions) which you have or will have in any existing or future
Inventions or works.
6
You will not be entitled to any additional compensation under these terms. These terms do not
exclude or restrict any rights you may have by virtue of section 40 of the Patents Act 1977 or your
rights under sections 39 to 43 of the Patents Act 1977.
Conflict of interest
During your employment with the Company you must not work for any other business, carry out any
other occupation, or have any interest in any other business without the prior written approval of the
Company. This restriction does not apply to holding publicly traded shares provided that you hold no
more than 5% of the available shares in any one company.
Company property
You are responsible for taking care of any company property in your possession and you must
report any damage above and beyond fair wear and tear as soon as possible.
All documents, manuals, hardware and software provided for your use by the Company or any
Group Company, and any data or documents (including copies) produced, maintained or stored on
the Company's computer systems or other electronic equipment (including mobile phones), remain
the property of the Company or the relevant Group Company.
Any Company or Group Company property in your possession and any original or copy documents
obtained by you during your employment must be returned to your line manager at any time if
requested and before your last day of employment with the Company. You must irretrievably delete
any Confidential Information from any personal devices at any time if requested and before your last
day of employment with the Company.
Health and safety
Under the Health and Safety at Work Act 1974 we have a responsibility for the health and safety of
members of staff and visitors and you also have a responsibility to take reasonable care of your own
health and safety as well as that of other people who may be affected by your performance and
conduct. You agree to comply with all health and safety guidelines and instructions we give you
from time to time and to complete all health and safety questionnaires that the Company may send
to you from time to time. You agree to report any accidents as soon as possible.
Data protection
You must always during your employment with the Company ensure that you are fully aware of and
comply with any Company policies relating to data protection and data security.
You acknowledge that the Company will hold personal data relating to you which is necessary or
reasonably required for the proper performance of this employment contract and in connection with
your employment, including: (i) the performance of the Company's responsibility as your employer;
(ii) the administration of the employment relationship (both during and after the employment); (iii) the
conduct of the Company's business; or (iv) where such provision is required by law (including to
comply with its obligations regarding the retention of your records). Such data will include, but will
not be limited to, your employment application, address, references, bank details, work, holiday and
sickness records, next of kin and maternal, parental and paternity information, salary reviews,
remuneration details, performance appraisals, disciplinary and grievance information, and other
records {which may, where necessary, include sensitive personal data relating to your health and
data held for diversity monitoring purposes). You have a legal right of access to such data.
Details about how the Company uses your personal data are available in the Company's Privacy
Notice on the intranet.
7
Right to work in the UK
You understand that it is a strict condition of your employment that you are entitled to work in the
UK. You agree that you will notify the Company immediately if you no longer have the right to work in
the UK or if you require any additional approvals to work in the UK at any time before or during your
employment with the Company. If the Company reasonably believes that you longer have the right to
work in the UK your employment may be terminated without notice or without a payment in lieu of
notice.
Collective agreement
There is no collective agreement which directly affects your employment.
Changes to your terms and conditions of employment
We may make reasonable changes to any of your terms and conditions of employment. We will give
you reasonable notice of any change in writing.
Third party rights
No one other than you and the Company will have any right to enforce any terms of this agreement.
Whole agreement
This contract sets out the main terms and conditions of your employment with us, together with the
attached 48-hour opt out agreement. Any currently effective UK or Corporate restrictive covenant
agreements you have previously been issued will continue to be effective. This contract should also
be read in conjunction with the Company's Privacy Notice, Code of Conduct, and all other Company
policies and procedures that are not contractual but contain important information relating to your
employment.
This contract may be executed in counterparts which together will constitute one agreement.
Law and jurisdiction
This employment contract is governed by the laws of England and Wales and you agree to the
exclusive jurisdiction of the English courts regarding any dispute or claim arising under this
employment contract.
Definitions
For the purposes of this contract of employment, the following terms have the following meanings:
Confidential Information means information in whatever form (including, without limitation, in written,
oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located)
relating to the business, products, affairs and finances of the Company or any Group Company or any
of its of their existing or prospective clients, customers, suppliers, agents, distributors, shareholders or
management including, without limitation, technical data, know-how, customer lists, existing and
prospective terms of business, prices and pricing strategies and structures, profit margins, trade
arrangements, discounts, rebates and other sales information, existing and prospective products or
services, including applications, designs, technical data and specifications, existing and prospective
production, design or trade secrets, including inventions, formulae, formulations and other intellectual
property, and research and development activities that you create, develop, receive or obtain in
connection with your employment by the Company or any Group Company, whether or not such
information (if in anything other than oral form) is marked confidential.
Group Company means the Company's ultimate parent undertaking and all undertakings which are
ultimately owned or controlled by the ultimate parent undertaking of the Company from time to time.
8
Intellectual Property Rights means patents, rights to Inventions, copyright and related rights,
trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for
passing off or unfair competition, rights in designs, rights in computer software, database rights,
rights to preserve the confidentiality of information (including know-how and trade secrets) and any
other intellectual property rights, in each case whether registered or unregistered and including all
applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim
priority from, such rights and all similar or equivalent rights or forms of protection which may now or
in the future subsist in any part of the world.
Invention means any invention, discovery, idea or improvement which in any way affects or relates
to the business of the Company or any Group Company whether or not now, or at any future time,
capable of being the subject of patent protection, and whether or not recorded in any medium.
I agree to the above terms and conditions of employment.
Signed by the Employee
/s/ Bhavik Patel
Bhavik Patel
29/08/18
Date
Signed on behalf of the Company
/s/ Sarah Dillingham
Sarah Dillingham
Director, HR, UK and Ireland
9
Strictly Private & Confidential
Bhavik Patel
[REDACTED]
9 August 2022
Dear Bhavik,
PROMOTION
We are delighted to confirm your promotion to the position of President, Commercial Solutions, at
grade [REDACTED], with effect from 1 July 2022, and that your reference salary (also known as
base salary) will be £350,000 per year.
You will be required to carry out all tasks associated with your new role or otherwise reasonably
assigned to you. A role summary is available from your line manager or by raising a Human
Resources VIA ticket.
NOTICE PERIOD
The contractual notice period required in this post is 6 months, and this must be provided in writing
by either party in order to terminate employment.
CAR ALLOWANCE
We are pleased to confirm that you are eligible to receive an annual car allowance of £13,950. The
terms of your eligibility, and details of the car allowance scheme, are set out in the Company’s Car
Allowance Policy, which can be located on the company intranet.
BONUS
You are also eligible to participate in a bonus scheme, and your bonus target percentage is
[SUPERSEDED]. Information about your bonus scheme is available on the company intranet.
Please note that bonus scheme eligibility, and target percentage are based on your role and the
rules of any relevant bonus scheme. The rules, criteria, and targets of any bonus or commission
scheme plans may be changed, and we may replace or withdraw any such scheme at any time.
The decision to make a payment, and the amount of any payment under any bonus or commission
scheme, will be completely at the Company's discretion.
PENSION CONTRIBUTIONS
If you are a member of the Company's pension scheme, the contribution percentage you selected
will remain unchanged and will be applied automatically to your new reference salary, causing the
contribution amount to change.
ANNUAL MEDICAL SCREENING
Your appointment to this role means that you are eligible for participation in the Company’s annual
medical screening scheme.
All other terms and conditions of employment will remain unchanged.
The Alba Campus
Rosebank
Livingston
West Lothian, EH54 7EG
iqvia.com
There is no need to confirm acceptance of these changes. If you have any queries please contact
your manager or raise a Human Resources VIA ticket.
We would like to thank you for your continued contribution as we move healthcare forward.
Together.
Kind Regards,
HR Shared Services
Registered in England & Wales No: 03022416. Registered Office: 3 Forbury Place, 23 Forbury Road, Reading, United Kingdom RG1 3JH
Strictly Private & Confidential
Bhavik Patel
[REDACTED]
1 August 2023
Dear Bhavik,
BONUS ELIGIBILITY
We are delighted to confirm that with effect from 1 July 2023, you are eligible to participate in the
Company bonus scheme.
We can confirm that your bonus target percentage is 85%. Details of the Company bonus scheme,
can be found on the Company Intranet.
All other terms and conditions of employment will remain unchanged.
There is no need to confirm acceptance of these changes. If you have any queries, please contact
your manager or raise a Human Resources VIA ticket.
We would like to thank you for your continued contribution as we move healthcare forward.
Together.
Kind Regards,
HR Shared Services
The Alba Campus
Rosebank
Livingston
West Lothian, EH54 7EG
iqvia.com
Registered in England & Wales No: 03022416. Registered Office: 3 Forbury Place, 23 Forbury Road, Reading, United Kingdom RG1 3JH
Exhibit 19.1
IQVIA Securities Trading Policy
(amended June 2023)
1.
PURPOSE
This Securities Trading Policy (the “Policy”) sets forth IQVIA Holdings Inc.’s (“IQVIA” or, the
“Company”) commitment to promote compliance with federal, state, and foreign securities
laws that prohibit trading securities with the knowledge of material nonpublic information
(insider trading), places restrictions on certain securities transactions, and describes the
processes for receiving authorization to trade in IQVIA securities.
2.
SCOPE
This Policy applies globally to all directors, officers, employees (including contractors and
temporary staff), and agents of IQVIA.
3.
DEFINITIONS
Not Applicable
4.
POLICY
Unlawful insider trading occurs when a person purchases, sells, or otherwise trades,
including gifts of, the securities of a company (such as IQVIA stock) while in possession or
aware of material nonpublic information of that company, or provides that information to
others who may trade while in possession or aware of that information. This prohibition
against insider trading applies to trading, tipping, and making recommendations to trade by
virtually any person, including all persons associated with that company, if the information
involved is “material” and “nonpublic” (each defined below). The Company’s Board of
Directors (the “Board”) has adopted this Policy to promote compliance with federal, state,
and foreign securities laws that prohibit unlawful insider trading.
4.1.1 Persons Subject to the Policy
This Policy applies to all members of the Board, all officers of the Company and
its subsidiaries, all employees of the Company and its subsidiaries, and all
agents of IQVIA, including consultants, contract workers and temporary staff
worldwide, as well as the Family Members and Controlled Entities (as defined
herein) of the foregoing.
In addition, Appendix A contains certain additional procedures (the “Additional
Procedures”) that apply to all (i) members of the Board, (ii) officers (as defined in
Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)),
(iii) employees and other persons designated by the Compliance Officer (defined
below) as being subject to the Additional Procedures (collectively, “Covered
Persons”), and (iv) the Family Members and Controlled Entities of the foregoing.
The Compliance Officer maintains a list of all Covered Persons.
4.2
Transactions Subject to the Policy
This Policy applies to transactions or proposed transactions in (i) the Company’s
securities (collectively referred to as “Company Securities”), including the
Company’s common stock, options to purchase common stock, or any other type
of securities that the Company may issue, including (but not limited to) preferred
stock, convertible debentures and warrants, as well as derivative securities that
are not issued by the Company, such as exchange-traded put or call options or
swaps relating to the Company’s Securities and (ii) the securities of any company
with which the Company does business, including a customer, supplier or
business partner, if, in the course of working for the Company, a person subject
to this Policy learns of material nonpublic information about that company.
4.3
Individual Responsibility
Persons subject to this Policy have ethical and legal obligations to maintain
IQVIA confidential information and the confidential information of our customers,
suppliers, and the other companies who we do business with, and not to engage
in transactions in securities while in possession or aware of material nonpublic
information. Each individual is responsible for making sure that he or she
complies with this Policy, and that any Family Members and Controlled Entities,
also complies with this Policy. In all cases, the responsibility for determining
whether an individual is in possession or aware of material nonpublic information
rests with that individual, and any action on the part of the Company, the
Compliance Officer, or any other employee or director pursuant to this Policy (or
otherwise) does not in any way constitute legal advice or insulate an individual
from liability under applicable securities laws. You could be subject to severe
legal penalties and disciplinary action by the Company for any conduct prohibited
by this Policy or applicable securities laws, as described in more detail below
under the heading “Consequences of Violations.”
4.4
Administration of the Policy
The Company’s General Counsel shall serve as the compliance officer (the
“Compliance Officer”) for the purposes of this Policy, and in his or her absence,
the Chief Financial Officer or another employee designated by the Compliance
Officer or the Chief Financial Officer shall be responsible for administration of this
Policy. All determinations and interpretations by the Compliance Officer shall be
final and not subject to further review.
4.5
Statement of Policy
It is the policy of the Company that no director, officer, or other employee of the
Company or any of its subsidiaries (or any other person designated by this Policy
or by the Compliance Officer as subject to this Policy) who is in possession or
aware of material nonpublic information relating to the Company may, directly, or
indirectly through Family Members and Controlled Entities:
4.5.1 Engage in transactions in Company Securities, except as otherwise
specified in this Policy under the headings “Transactions Under Company
Plans,” “Bona Fide Gifts,” “Mutual Funds” and, for persons subject to the
provisions of Appendix A, “Rule 10b5-1 Plans;”
4.5.2
Recommend the purchase or sale of any Company Securities;
4.5.3 Disclose material nonpublic information to persons within the Company
whose jobs do not require them to have that information, or outside of the
Company to other persons, including, but not limited to, family, friends,
business associates, investors, and expert consulting firms, unless any
such disclosure is made in accordance with the Company’s policies
regarding the protection or authorized external disclosure of information
regarding the Company or its customers, suppliers, or business partners;
or
4.5.4 Assist anyone engaged in the above activities.
In addition, it is the policy of the Company that no director, officer, or
other employee of the Company or any of its subsidiaries (or any other
person designated as subject to this Policy) who, in the course of working
for the Company, learns of material nonpublic information about a
company with which the Company does business, including a customer,
supplier, or business partner of the Company, may trade in that
company’s securities until the information becomes public or is no longer
material.
There are no exceptions to this Policy, except as specifically noted
herein. Transactions that may be necessary or justifiable for independent
reasons (such as the need to raise money for an emergency
expenditure), or small transactions, are not excepted from this Policy. The
securities laws do not recognize any mitigating circumstances, and, in
any event, even the appearance of an improper transaction must be
avoided to preserve the Company’s reputation for adhering to the highest
standards of conduct.
4.6
Definition of Material Nonpublic Information
4.6.1 Material Information: Information is considered “material” if a reasonable
investor would consider that information important in making a decision to
buy, hold or sell securities. Any information that could reasonably be
expected to affect the Company’s stock price, whether it is positive or
negative, should be considered “material.” There is no bright-line
standard for assessing materiality; rather, materiality is based on an
assessment of all of the facts and circumstances and is often evaluated
by enforcement authorities with the benefit of hindsight. Some examples
of information that could, depending on the circumstances, potentially be
regarded as material are:
•
Significant changes in the Company's prospects;
•
Significant write-downs in assets or increases in reserves;
•
Developments regarding a significant cybersecurity breach, litigation,
or government agency investigations;
•
Liquidity problems;
•
Changes in earnings estimates or unusual gains or losses in major
operations;
•
Major changes in management;
•
A change in auditors or notification that the auditor’s reports may no
longer be relied upon;
•
Development of a significant new product, process, or service;
•
Non-ordinary course borrowings or refinancings;
•
Award or loss of a significant contract;
•
Changes in debt ratings;
•
Proposals, plans or agreements, even if preliminary in nature,
involving mergers, acquisitions, divestitures, recapitalizations, joint
ventures, strategic alliances, licensing arrangements, or purchases or
sales of substantial assets; and
•
A change in dividend policy, the declaration of a stock split, or an
offering of additional securities.
Material information is not limited to historical facts but may also include
projections and forecasts. With respect to a future event, materiality is
determined by balancing the probability that the event will occur against
the magnitude of the effect the event would have on the Company’s
operations or stock price should it occur. Thus, information concerning an
event that would have a large effect on stock price may be material even
if the possibility that the event will occur is relatively small. When in doubt
about whether particular nonpublic information is material, presume it is
material. If you are unsure whether information is material, you should
consult the Compliance Officer before making any decision to disclose
such information (other than to persons who need to know it) or to trade
in or recommend securities to which that information relates.
4.6.2 Nonpublic Information: Information that has not been disclosed to the
public is generally considered to be nonpublic information. In order to
establish that the information has been disclosed to the public, it may be
necessary to demonstrate that the information has been widely
disseminated. Information generally would be considered widely
disseminated if it has been disclosed through the Dow Jones “broad
tape,” newswire services, a broadcast on widely available radio or
television programs, publication in a widely-available newspaper,
magazine or news website, or public disclosure documents filed with the
SEC that are available on the SEC’s website. By contrast, information
would likely not be considered widely disseminated if it is available only
to the Company’s employees, or if it is only available to a select group of
analysts, brokers and institutional investors. You should not assume that
information disclosed solely on the Company’s website (e.g., information
on the website that has not been reproduced or cited in any of the
sources described above) has necessarily been widely disseminated.
4.6.3 Once information is widely disseminated, it is still necessary to afford the
investing public with sufficient time to absorb the information. As a
general rule, information should not be considered fully absorbed by the
marketplace until after the second trading day after the day on which the
information is released. If, for example, the Company were to make an
announcement on a Monday, during trading hours, you should not trade
in Company Securities until Thursday. Depending on the particular
circumstances, the Company may determine that a longer or shorter
period should apply to the release of specific material nonpublic
information.
4.6.4 As with questions of materiality, if you are not sure whether information is
considered nonpublic, you should either consult with the Compliance
Officer or assume that the information is nonpublic and treat it as
confidential.
4.7
Transactions by Family Members and Others
This Policy applies to your family members who reside with you (including a
spouse, a child, a child away at college, stepchildren, grandchildren, parents,
stepparents, grandparents, siblings and in-laws), anyone else who lives in your
household, and any family members who do not live in your household but
whose transactions in Company Securities are directed by you or are subject to
your influence or control, such as parents or children who consult with you before
they trade in Company Securities (collectively referred to as “Family Members”).
You are responsible for the transactions of these other persons and therefore
should make them aware of the need to confer with you before they trade in
Company Securities, and you should treat all such transactions for the purposes
of this Policy and applicable securities laws as if the transactions were for your
own account. This Policy does not, however, apply to personal securities
transactions of Family Members where the purchase or sale decision is made by
a third party not controlled by, influenced by or related to you or your Family
Members.
4.8
Transactions by Entities That You Influence or Control
This Policy applies to any entities that you influence or control, including any
corporations, partnerships or trusts (collectively referred to as “Controlled
Entities”), and transactions by these Controlled Entities should be treated for the
purposes of this Policy and applicable securities laws as if they were for your
own account.
4.9
Transactions Under Company Plans
This Policy does not apply in the case of the following transactions, except as
specifically noted:
4.9.1 Stock Option Exercises: This Policy does not apply to the exercise of an
employee stock option acquired pursuant to the Company’s plans, or to the
exercise of a tax withholding right pursuant to which a person has elected to
have the Company withhold shares subject to an option to satisfy tax-
withholding requirements. This Policy does apply, however, to any sale of stock
as part of a broker-assisted cashless exercise of an option, or any other market
sale for the purpose of generating the cash needed to pay the exercise price of
an option.
4.9.2 Restricted Stock Awards: This Policy does not apply to the vesting of
restricted stock, or the exercise of a tax withholding right pursuant to which you
elect to have the Company withhold shares of stock to satisfy tax withholding
requirements upon the vesting of any restricted stock. The Policy does apply,
however, to any market sale of restricted stock.
4.10
Other Transactions
4.10.1 Bona Fide Gifts: Bona fide gifts are not transactions subject to this Policy.
A bona fide gift for the purpose of this Policy occurs when the gift is made to a
Covered Person, or Family Member or Controlled Entity covered by this Policy,
and when the person making the gift has no reason to believe that the recipient
intends to sell the Company Securities while the person making the gift is in
possession or aware of material nonpublic information.
4.10.2 Mutual Funds: Transactions in mutual funds that are invested in Company
Securities are not transactions subject to this Policy.
4.11
Post-Termination Transactions
This Policy continues to apply to transactions in Company Securities even after
termination of service with the Company. If an individual is in possession or
aware of material nonpublic information when his or her service terminates, that
individual may not trade in Company Securities until that information has become
public or is no longer material. The Additional Procedures described in Appendix
A will cease to apply to transactions in Company Securities upon the expiration
of any Blackout Period or other Company-imposed trading restrictions described
in the Additional Procedures that are applicable at the time of the termination of
service.
4.12
Consequences of Violations
All transactions in Company Securities acquired pursuant to a Company plan
must comply with all applicable provisions of the relevant plan documents,
including without limitation, those requiring a plan participant’s adherence with
post-employment restrictive covenants (e.g., non-competition, non-solicitation, or
confidentiality). Company plan participants should note that the Company
reserves the right to (i) review trading activity or status in connection with an
assessment of compliance with this Policy and any applicable Company plan
document and/or related agreements, (ii) freeze any trading activity in Company
Securities by a participant or take any other action permitted under the Company
plan document, related agreements and/or applicable law if the Company has a
good faith belief that such transaction is related to a potential violation of a
Company plan, including any potential violation of a post-employment restrictive
covenant, and (iii) cancel any trades if the Company determines a participant
violated or intended to violate this Policy, any applicable Company plan
document and/or any related agreements.
The purchase or sale of Company Securities while in possession or aware of
material nonpublic information, or the disclosure of material nonpublic
information to others who then trade in the Company’s Securities, is prohibited
by the federal, state, and foreign securities laws. Insider trading violations are
pursued vigorously by the SEC, U.S. Attorneys, and state enforcement
authorities as well as the laws of foreign jurisdictions. Punishment for insider
trading violations is severe, and could include significant fines and imprisonment.
While the regulatory authorities concentrate their efforts on the individuals who
trade, or who tip inside information to others who trade, the federal securities
laws also impose potential liability on companies and other “controlling persons”
if they fail to take reasonable steps to prevent insider trading by company
personnel. In addition, an individual’s failure to comply with this Policy may
subject the individual to Company-imposed sanctions, including dismissal for
cause, whether or not the employee’s failure to comply results in a violation of
law. Needless to say, a violation of law, or even an SEC investigation that does
not result in prosecution, can tarnish a person’s reputation and irreparably
damage a career.
4.13
Company Assistance
Any person who has a question about this Policy, the Additional Procedures, or
their application to any proposed transaction may obtain additional guidance from
the Compliance Officer, who can be reached by telephone at: ***-***-**** or by
email at *****@IQVIA.com.
5.0
[Internal Administrative Matters Omitted]
6.0
[Internal Administrative Matters Omitted]
7.0
[Internal Administrative Matters Omitted]
8.0
[Internal Administrative Matters Omitted]
Appendix A: Additional Procedures
The Company has established these additional procedures (the “Additional Procedures”) in
order to assist the Company in the administration of this Policy, to facilitate compliance with
laws prohibiting insider trading while in possession or aware of material nonpublic information,
and to avoid the appearance of any impropriety. All capitalized terms used in these Additional
Procedures and not defined herein shall have the meanings ascribed to them in the Policy.
These Additional Procedures are applicable only to (i) members of the Board of Directors of the
Company, (ii) officers (as defined in Rule 16a-1(f)), (iii) the employees and other persons
designated by the Compliance Officer as being subject to these Additional Procedures
(collectively, “Covered Persons”), and (iv) the Family Members and Controlled Entities of the
foregoing. The Compliance Officer maintains a list of all Covered Persons.
Pre-Clearance Procedures
Certain Covered Persons designated by the Compliance Officer, as well as the Family Members
and Controlled Entities of such Covered Persons, may not engage in any transaction in
Company Securities without first obtaining pre-clearance of the transaction from the Compliance
Officer. A request for pre-clearance, in the form attached hereto as Appendix B, should be
submitted to the Compliance Officer at least two business days in advance of the proposed
transaction. Bona fide gifts are considered pre-cleared under this Policy but Covered Persons
subject to Section 16 must immediately notify the Compliance Officer of such gifts so that
appropriate disclosure can be made.
Before a request for pre-clearance is made, the requestor must carefully consider whether he or
she may be in possession or aware of any material nonpublic information about the Company.
The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if
necessary, at the time of any sale.
The Compliance Officer must review the circumstances of the trade, including coordination with
any stock repurchase program the Company may have underway. Any approval of the trade by
the Compliance Officer must be in writing. The Compliance Officer is under no obligation to
approve a transaction submitted for pre-clearance and may determine not to permit the
transaction. If a person seeks pre-clearance and permission to engage in the transaction is
denied, then he or she should refrain from initiating any transaction in Company Securities and
should not inform any other person of the restriction.
Transactions that are approved by the Compliance Officer must be effected prior to the
beginning of the next Blackout Period (defined below). If the approved transactions are not
effected within this time period, the requestor must submit a new request for pre-clearance.
However, Covered Persons subject to Section 16 must notify the Compliance Officer
immediately of any transaction so that appropriate disclosure can be made.
Quarterly Trading Restrictions
Covered Persons, as well as their Family Members and Controlled Entities, may not conduct
any transactions involving the Company’s Securities (other than as specified by this Policy),
during a “Blackout Period” that begins on the 26th calendar day of the last month (or next
business day thereafter if not occurring on a business day) of each fiscal quarter and ends upon
the completion of the second trading day following the public release of the Company’s earnings
results for that quarter. In other words, these persons may only conduct transactions in
Company Securities during the “Window Period” that begins upon the start of the third trading
day following the public release of the Company’s quarterly earnings and ending on the 25th
calendar day of the last month of the next fiscal quarter. A Covered Person who is subject to a
quarterly earnings Blackout Period and who has an unexpected and urgent need to sell
Company stock in order to generate cash may, in appropriate circumstances, be permitted to
sell Company stock even during the quarterly Blackout Period. Hardship exceptions may be
granted only by the Compliance Officer and must be requested at least two days in advance of
the proposed trade. A hardship exception may be granted only if the Compliance Officer
concludes that the Company’s earnings information for the applicable quarter does not
constitute material nonpublic information. Under no circumstance will a hardship exception be
granted during an event-specific Blackout Period.
Event-Specific Trading Restriction Periods
From time to time, an event may occur that is material to the Company and is known by only a
few directors, officers, and/or employees. So long as the event remains material and nonpublic,
Covered Persons designated by the Compliance Officer may not trade Company Securities. In
addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter
that, in the judgment of the Compliance Officer, designated Covered Persons should refrain
from trading in Company Securities even sooner than the typical Blackout Period described
above. In those situations, the Compliance Officer may notify these persons that they should not
trade in the Company’s Securities, without disclosing the reason for the restriction. The
existence of an event-specific trading restriction period or extension of a Blackout Period will not
be announced to the Company as a whole and should not be communicated to any other
person. Even if the Compliance Officer has not designated you as a person who should not
trade due to an event-specific restriction, you should not trade while in possession or aware of
material nonpublic information. Exceptions will not be granted during an event-specific trading
restriction period.
Exceptions: The quarterly trading restrictions and event-driven trading restrictions do not apply
to those transactions to which this Policy does not apply, as described in this Policy under the
headings “Transactions Under Company Plans,” “Bona Fide Gifts” and “Mutual Funds.” Further,
the requirement for pre-clearance, the quarterly trading restrictions and event-driven trading
restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans,
described under the heading “Rule 10b5-1 Plans.”
Restrictions on Specific Transactions
Short-Term Trading: Short-term trading of Company Securities may be distracting to the
person and may unduly focus the person on the Company’s short-term stock market
performance instead of the Company’s long-term business objectives. For these reasons, any
Covered Person who purchases Company Securities in the open market may not sell any
Company Securities of the same class during the six months following the purchase (or vice
versa).
Short Sales: Short sales of Company Securities (i.e., the sale of a security that the seller does
not own) may evidence an expectation on the part of the seller that the securities will decline in
value, and therefore have the potential to signal to the market that the seller lacks confidence in
the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to
improve the Company’s performance. For these reasons, short sales of Company Securities are
prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from
engaging in short sales. (Short sales arising from certain types of hedging transactions are
governed by the paragraph below captioned “Hedging Transactions.”)
Publicly-Traded Options: Given the relatively short term of publicly-traded options,
transactions in options may create the appearance that a Covered Person is trading based on
material nonpublic information and focus that person’s attention on short-term performance at
the expense of the Company’s long-term objectives. Accordingly, transactions in put options,
call options, or other derivative securities, on an exchange or in any other organized market, are
prohibited. (Option positions arising from certain types of hedging transactions are governed by
the paragraph below captioned “Hedging Transactions.”)
Hedging Transactions: Hedging or monetization transactions are transactions that can be
accomplished through a number of possible mechanisms, including through the use of financial
instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such
hedging transactions may permit you to continue to own Company Securities obtained through
employee benefit plans or otherwise, but without the full risks and rewards of ownership. When
that occurs, you may no longer have the same objectives as the Company’s other shareholders.
Therefore, the Company prohibits you from engaging in such hedging transactions.
Margin Accounts and Pledged Securities: Securities held in a margin account as collateral
for a margin loan may be sold by the broker without the customer’s consent if the customer fails
to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan
may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or
foreclosure sale may occur at a time when the pledgor is in possession or aware of material
nonpublic information or otherwise is not permitted to trade in Company Securities, Covered
Persons are prohibited from holding Company Securities in a margin account or otherwise
pledging (or hypothecating) Company Securities as collateral for a loan.
Standing and Limit Orders: Standing and limit orders (except standing and limit orders under
approved Rule 10b5-1 Plans, as described below) create heightened risks for insider trading
violations similar to the use of margin accounts. There is no control over the timing of purchases
or sales that result from standing instructions to a broker, and as a result the broker could
execute a transaction when a director, officer, or other employee is in possession or aware of
material nonpublic information. The Company therefore discourages Covered Persons from
placing standing or limit orders on Company Securities. If a Covered Person determines that
they must use a standing order or limit order, the order should be limited to short duration and
should otherwise comply with these Additional Procedures.
Rule 10b5-1 Plans: Rule 10b5-1 under the Exchange Act provides a defense from insider
trading liability under Rule 10b-5-1. In order to be eligible to rely on this defense, a person
subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities
that meets certain conditions specified in Rule 10b5-1 (a “Rule 10b5-1 Plan”). If the Rule 10b5-1
Plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold
without regard to certain insider trading restrictions. To comply with the Policy, a Rule 10b5-1
Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1. In
general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the
plan is not in possession or aware of material nonpublic information, must be entered into in
good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, and the
person must act in good faith for the duration of the Rule 10b5-1 Plan. Additionally, a
certification must be included in any Rule 10b5-1 for a director or officer of the Company which
includes the representations required by Rule 10b5-1(c)(1)(ii)(C). For directors or officers of the
Company, a Rule 10b5-1 Plan should not allow for trades to be executed until the later of (i) 90
calendar days after the date of adoption of the Rule10b5-1 or (ii) two business days following
the filing of the Company’s Form 10-Q or Form 10-K, as applicable, relating to the fiscal quarter
in which such Rules 10b5-1 Plan was adopted, and in no event later than 120 calendar days
after adoption of the Rule 10b5-1 Plan. Once the plan is adopted, the person must not exercise
any influence over the amount of securities to be traded, the price at which they are to be
traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of
transactions in advance or delegate discretion on these matters to an independent third party.
Any new Rule 10b5-1 Plan or modifications to an existing Rule 10b5-1 Plan must be submitted
for approval five days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of
transactions conducted pursuant to the Rule 10b5-1 Plan will be required.
Appendix B: Securities Trading Policy – Covered Person Pre-Clearance Request
[Internal Administrative Matters Omitted]
Exhibit 21.1
IQVIA Holdings Inc.
Subsidiary Listing - as of 12/31/2024
Subsidiary
Jurisdiction or State of Organization
159 Solutions, LLC
California
159 Technology Solutions Private Ltd
India
1HQ (NL) B.V.
Netherlands
1HQ Limited
United Kingdom
1HQ Singapore Pte Ltd
Singapore
1HQ USA, LLC
NY
Accurate Health Auditing and Consulting Société Anonyme of Coordination Organisation & Health Investments
Greece
AECIO IT Solutions India Private Ltd.
India
AHM Global Services, LLC
New Jersey
AIT Bioscience LLC
Indiana
Albatross Financial Solutions Limited
United Kingdom
ALIMED Egeszsegugyi Szolgaltato Kft.
Hungary
Allcare Plus Pharmacy LLC
Massachusetts
Apuro.com K.K.
Japan
Arc Bio Communications Limited
United Kingdom
Ardentia International Limited
United Kingdom
Ascott Sales Integration Pty Ltd
Australia
Asesorias IQVIA Solutions Chile Limitada
Chile
Asserta Centroamerica Medicion de Mercados, S.A.
Guatemala
Avacare Clinical Research Network (Shanghai) Co., Ltd.
China
B2i Healthcare Korlátolt Felelősségű Társaság
Hungary
Battaerd Mansley Pty. Ltd.
Australia
Benefit Holding, Inc.
North Carolina
Bioaxis Healthcare Southeast Europe Home Health Services Single Member Societe Anonyme
Greece
Biofortis, LLC
Delaware
BITAC MAP S.L.U.
Spain
Brandshapers Ltd
Ireland
Bridgethorne Limited
United Kingdom
BuzzeoPDMA LLC
Delaware
Cambridge Pharma Consultancy Inc.
Delaware
Cambridge Pharma Consultancy Limited
United Kingdom
CDS - Centre de Service SAS
France
Cegedim Venezuela C.A.
Venezuela
Cenduit Limited
United Kingdom
Centrix Innovations (Pty) Ltd.
South Africa
Ceuta Healthcare Limited
United Kingdom
Ceuta Holdings Limited
United Kingdom
Ceuta International Limited
United Kingdom
CFS Clinical UK Limited
United Kingdom
Clewing plus GmbH & Co. KG
Germany
Click Consult Limited
United Kingdom
Clinical Financial Services, LLC
Pennsylvania
Clinical Lab Minority Shareholder Limited
United Kingdom
Clintec International (Pty) Ltd.
South Africa
Clintec International (Thailand) Limited
Thailand
Clintec International Bulgaria OOD
Bulgaria
Clintec International doo
Serbia
Clintec International FZ-LLC
United Arab Emirates
Clintec International Limited
Kenya
Clintec International LLC
Ukraine
Clintec International Ltd.
United Kingdom
Clintec International Norway AS
Norway
Clintec International Off-Shore S.A.L.
Lebanon
Clintec International Pharmaceutical Services Ltd
Israel
Clintec International Pte Ltd.
Singapore
Clintec International RUS LLC
Russia
Clintec Luxembourg S.A.
Luxembourg
Clintec Turkey Medikal ve Farmasotik Hizmetler Ticaret Limited Sirketi
Turkey
Cogvio, s.r.o.
Czechia
Compliant Community Projects (Pty) Ltd.
South Africa
Concentrics Research LLC
Indiana
CONVEMA Versorgungsmanagement GmbH
Germany
CROnos Clinical Consulting Services Inc.
New Jersey
CT Consulting Inc.
Philippines
Data Niche Associates, Inc.
Illinois
Dataline Software Limited
United Kingdom
Datandina Ecuador S.A.
Ecuador
Datec Industria e Comercio, Distribudora Grafica e Mala Direta Ltda.
Brazil
DAVASO GmbH
Germany
DrugDev Inc.
Delaware
DrugDev Limited
United Kingdom
Educom S.r.l.
Italy
Emerald Star Holdings LLC
Washington
Epernicus, LLC
Delaware
EPG Communication Holdings Limited
United Kingdom
EPS Research Limited
United Kingdom
EPS Software Limited
United Kingdom
Excel Life Sciences Inc.
Delaware
Excel Life Sciences Private Limited
India
FACT
France
FATHOM SEO, LLC
Ohio
Forcea NV
Belgium
Foresight IT Solutions and Consulting India Private Limited
India
GCE Clin Solutions Limited
United Kingdom
GCE Global Solutions, LLC
Delaware
GCE Solutions International, LLC
Delaware
GCE Solutions, S. de R.L. de C.V.
Mexico
Gen-Pharma (UK) Ltd
United Kingdom
Global Crown Investment Limited
Hong Kong
Grace Data Corp.
California
Healthcare Business Information Limited
United Kingdom
Hospital Marketing Services Limited
United Kingdom
Hotel Lot C-8B, LLC
North Carolina
Iasist Holdco Limited
United Kingdom
Iasist SAU Agencia en Chile
Chile
Illuminera Australia Pty Ltd
Australia
IM Associates BV
Belgium
ImmunXperts
Belgium
IMR International (Australia) PTY Ltd
Australia
IMS (UK) Pension Plan Trustee Company Limited
United Kingdom
IMS Health de Venezuela C.A.
Venezuela
IMS Health Group Limited
United Kingdom
IMS Health Information Solutions Australia Pty. Ltd
Australia
IMS Health Information Solutions India Private Ltd.
India
IMS Health Networks Limited
United Kingdom
IMS Health Paraguay Srl
Paraguay
IMS Health Surveys Limited
United Kingdom
IMS Health Uruguay S.A.
Uruguay
IMS Hospital Group Limited
United Kingdom
IMS Information Solutions Medical Research Limited
United Kingdom
IMS Information Solutions UK Ltd.
United Kingdom
IMS Meridian Limited
Hong Kong
IMS Meridian Research Limited
British Virgin Islands
IMS Software Services Ltd.
Delaware
IMS Technology Solutions UK Limited
United Kingdom
Incarnus Malaysia Sdn Bhd
Malaysia
Infocus Health Limited
United Kingdom
Infopharm Ltd.
United Kingdom
Innovex Merger Corp.
North Carolina
Innovex Saglik Urunleri Pazarlama ve Hizmet Danismanlik Anonim Sirketi
Turkey
Innovex Sağlık Hizmetleri Araştırma Pazarlama Danışmanlık Sanayi ve Ticaret Limited Şirketi
Turkey
Inteliquet, Inc.
Delaware
Intercontinental Medical Statistics International, Ltd.
Delaware
Intercontinental Medical Statistics Kenya Ltd.
Kenya
Interface Clinical Services Ltd.
United Kingdom
Interstatistik AG
Switzerland
IPP Informacion Promocional y Publicitaria S.A. de C.V.
Mexico
IQVIA Medical Development (Dalian) Co., Ltd.
China
IQVIA (Thailand) Co., Ltd.
Thailand
IQVIA Adriatic d.o.o. za Konzalting
Croatia
IQVIA Afrique de l’Ouest Francophone
Cote d'Ivoire
IQVIA AG
Switzerland
IQVIA Analytics Services Private Limited
India
IQVIA Asia Pacific Commercial Holdings LLC
North Carolina
IQVIA Beteiligungsgesellschaft mbH
Germany
IQVIA BioSciences Holdings, LLC
Delaware
IQVIA Biotech LLC
Delaware
IQVIA Biotech Ltd.
United Kingdom
IQVIA Cancer Research
Belgium
IQVIA Chinametrik Inc.
Delaware
IQVIA Clinical AB
Sweden
IQVIA Clinical, Filial af IQVIA Clinical AB
Denmark
IQVIA Commercial Deutschland Gmbh
Germany
IQVIA Commercial Finance Inc.
Delaware
IQVIA Commercial GmbH & Co. OHG
Germany
IQVIA Commercial I LLC
Delaware
IQVIA Commercial Rus LLC
Russia
IQVIA Commercial Trading Corp.
Delaware
IQVIA Consulting and Information Services India Private Limited
India
IQVIA CRM Korea Ltd.
Republic of Korea
IQVIA CSD Korea Ltd.
Republic of Korea
IQVIA CSMS GmbH
Germany
IQVIA CSMS US Inc.
Delaware
IQVIA Digital Inc.
Delaware
IQVIA Finance Ireland Designated Activity Company
Ireland
IQVIA Finance Ltd.
United Kingdom
IQVIA Finland Oy
Finland
IQVIA FZ-LLC
United Arab Emirates
IQVIA Government Solutions Inc.
Delaware
IQVIA Health Transformation Foundation
India
IQVIA Healthcare (QFC Branch)
Qatar
IQVIA Healthcare - Sole Proprietorship L.L.C.
United Arab Emirates
IQVIA Healthcare - Sole Proprietorship L.L.C. (Dubai Branch)
United Arab Emirates
IQVIA Healthcare Consulting LLC
Palestine
IQVIA Healthcare Services GmbH
Germany
IQVIA Hellas Technology Solutions Single Member S.A.
Greece
IQVIA Holdings (UK) Ltd.
United Kingdom
IQVIA Holdings France SAS
France
IQVIA Holdings Inc.
Delaware
IQVIA IES Brasil Ltda.
Brazil
IQVIA IES Denmark ApS
Denmark
IQVIA IES Europe Limited
United Kingdom
IQVIA IES European Holdings
United Kingdom
IQVIA IES Overseas Holdings Limited
United Kingdom
IQVIA IES Puerto Rico Inc.
Puerto Rico
IQVIA IES South Africa (Pty) Limited
South Africa
IQVIA IES UK Limited
United Kingdom
IQVIA Inc.
Delaware
IQVIA Information Medical Statistics (Israel) Ltd.
Israel
IQVIA Information Solutions GmbH
Austria
IQVIA Information, S.A.
Spain
IQVIA Integrated Services NL
Netherlands
IQVIA Investment Holdings Limited
United Kingdom
IQVIA Korea Co. Ltd.
Republic of Korea
IQVIA Lebanon S.a.r.l.
Lebanon
IQVIA Ltd.
United Kingdom
IQVIA Maroc S.à r.l.
Morocco
IQVIA Medical Communications & Consulting, Inc.
New Jersey
IQVIA Medical Development (Hefei) Co., Ltd.
China
IQVIA Medical Education Inc.
New York
IQVIA MedTech Inc.
Delaware
IQVIA MedTech NV
Belgium
IQVIA Operations France SAS
France
IQVIA Pharma Inc.
North Carolina
IQVIA Pharma Services Corp.
North Carolina
IQVIA Pharmaceutical Marketing Services Ltd.
Slovenia
IQVIA Phase One Services LLC
Kansas
IQVIA Quality Metric Inc.
Delaware
IQVIA RDS (India) Private Ltd.
India
IQVIA RDS (Shanghai) Co., Ltd.
China
IQVIA RDS and Integrated Services Belgium NV
Belgium
IQVIA RDS Argentina S.R.L.
Argentina
IQVIA RDS Asia Inc.
North Carolina
IQVIA RDS Austria GmbH
Austria
IQVIA RDS Brasil Ltda.
Brazil
IQVIA RDS Bulgaria EOOD
Bulgaria
IQVIA RDS Canada ULC
Canada
IQVIA RDS Canada West ULC
Canada
IQVIA RDS Chile
Chile
IQVIA RDS Clindata (Pty.) Ltd.
South Africa
IQVIA RDS Clindepharm (Pty.) Ltd.
South Africa
IQVIA RDS Colombia S.A.S.
Colombia
IQVIA RDS Costa Rica S.A.
Costa Rica
IQVIA RDS Czech Republic s.r.o.
Czechia
IQVIA RDS d.o.o. Beograd
Serbia
IQVIA RDS East Africa Limited
Kenya
IQVIA RDS East Asia Pte. Ltd.
Singapore
IQVIA RDS Eastern Holdings GmbH
Austria
IQVIA RDS Egypt LLC
Egypt
IQVIA RDS Estonia OU
Estonia
IQVIA RDS Finland Oy
Finland
IQVIA RDS France SAS
France
IQVIA RDS Funding LLC
North Carolina
IQVIA RDS GesmbH
Austria
IQVIA RDS GmbH
Germany
IQVIA RDS Guatemala S.A.
Guatemala
IQVIA RDS Hellas Single Member S.A.
Greece
IQVIA RDS Holdings
United Kingdom
IQVIA RDS Hong Kong Limited
Hong Kong
IQVIA RDS Hungary Pharmaceutical Development and Consulting Limited Liability Company
Hungary
IQVIA RDS Inc.
North Carolina
IQVIA RDS Ireland (Finance) Ltd.
Ireland
IQVIA RDS Ireland Ltd.
Ireland
IQVIA RDS Israel Ltd.
Israel
IQVIA RDS Italy S.r.l.
Italy
IQVIA RDS Latin America LLC
North Carolina
IQVIA RDS Latvia SIA
Latvia
IQVIA RDS Malaysia Sdn. Bhd.
Malaysia
IQVIA RDS Netherlands B.V.
Netherlands
IQVIA RDS Nigeria Limited
Nigeria
IQVIA RDS Norway
Norway
IQVIA RDS Panama Inc.
Panama
IQVIA RDS Peru S.r.l.
Peru
IQVIA RDS Philippines Inc.
Philippines
IQVIA RDS Poland Sp. Zoo
Poland
IQVIA RDS Pty. Limited
Australia
IQVIA RDS Pty. Ltd.
New Zealand
IQVIA RDS Slovakia, s.r.o.
Slovakia
IQVIA RDS South Africa (Pty.) Ltd.
South Africa
IQVIA RDS Spain S.L.
Spain
IQVIA RDS Spain, S.L. Representação Permanente Em Portugal
Portugal
IQVIA RDS Taiwan Ltd.
Taiwan
IQVIA RDS UAB
Lithuania
IQVIA RDS UK Holdings Ltd.
United Kingdom
IQVIA RDS Ukraine
Ukraine
IQVIA RDS Vietnam LLC
Viet Nam
IQVIA Regional Headquarter
Saudi Arabia
IQVIA Research and Development Solutions Saudi Arabia Limited
Saudi Arabia
IQVIA Romania S.R.L.
Romania
IQVIA Services Japan LLC/IQVIA Services Japan G.K.
Delaware
IQVIA Site Solutions Japan GK
Japan
IQVIA Solutions (NZ) Limited
New Zealand
IQVIA Solutions (Pty.) Ltd.
South Africa
IQVIA Solutions a.s.
Czechia
IQVIA Solutions Argentina S.A.
Argentina
IQVIA Solutions Asia Pte. Ltd
Singapore
IQVIA Solutions Australia Holdings Pty. Ltd.
Australia
IQVIA Solutions Australia Pty. Ltd.
Australia
IQVIA Solutions B.V.
Netherlands
IQVIA Solutions Bangladesh Limited
Bangladesh
IQVIA Solutions Belgium BV
Belgium
IQVIA Solutions Bolivia S.R.L.
Bolivia
IQVIA Solutions Bulgaria Eood
Bulgaria
IQVIA Solutions Canada Inc.
Canada
IQVIA Solutions Colombia S.A.
Colombia
IQVIA Solutions Consulting Myanmar Company Limited
Myanmar
IQVIA Solutions del Peru S.A.
Peru
IQVIA Solutions Denmark AS
Denmark
IQVIA Solutions do Brasil Ltda.
Brazil
IQVIA Solutions Egypt Ltd.
Egypt
IQVIA Solutions Enterprise Management Consulting (Hainan) Co., Ltd.
China
IQVIA Solutions Enterprise Management Consulting (Shanghai) Co., Ltd.
China
IQVIA Solutions Finance B.V.
Netherlands
IQVIA Solutions Finance UK I Ltd.
United Kingdom
IQVIA Solutions Finance UK II Ltd.
United Kingdom
IQVIA Solutions Finance UK III Ltd.
United Kingdom
IQVIA Solutions Finance UK V Ltd.
United Kingdom
IQVIA Solutions Global Holdings UK Ltd.
United Kingdom
IQVIA Solutions Holdings (Pty.) Ltd.
South Africa
IQVIA Solutions Hong Kong Limited
Hong Kong
IQVIA Solutions HQ Ltd.
United Kingdom
IQVIA Solutions Ireland Limited
Ireland
IQVIA Solutions Italy S.r.l.
Italy
IQVIA Solutions Japan LLC/IQVIA Solutions Japan G.K.
Delaware
IQVIA Solutions Kazakhstan LLC
Kazakhstan
IQVIA Solutions Korea Ltd.
Republic of Korea
IQVIA Solutions Kuwait for Technical Consultations
Kuwait
IQVIA Solutions Lanka (Private) Limited
Sri Lanka
IQVIA Solutions LLC
Russia
IQVIA Solutions Luxembourg S.à r.l.
Luxembourg
IQVIA Solutions Malaysia Sdn. Bhd.
Malaysia
IQVIA Solutions Norway AS
Norway
IQVIA Solutions Operations Center Philippines Inc.
Philippines
IQVIA Solutions Pakistan (Private) Limited
Pakistan
IQVIA Solutions Pharmaceutical Srl
Romania
IQVIA Solutions Philippines Inc.
Philippines
IQVIA Solutions Poland Sp. z o.o
Poland
IQVIA Solutions Portugal, Unipessoal Lda
Portugal
IQVIA Solutions Puerto Rico Inc.
Puerto Rico
IQVIA Solutions Regional Pte. Ltd.
Singapore
IQVIA Solutions Republica Dominicana, S.R.L.
Dominican Republic
IQVIA Solutions s.r.o.
Slovakia
IQVIA Solutions Saudi Arabia Limited
Saudi Arabia
IQVIA Solutions Services Ltd.
Hungary
IQVIA Solutions Sweden AB
Sweden
IQVIA Solutions Taiwan Ltd.
Taiwan
IQVIA Solutions Tunisia S.à r.l.
Tunisia
IQVIA Solutions UK Investments Ltd.
United Kingdom
IQVIA Solutions UK Limited
United Kingdom
IQVIA Soluções de Tecnologia do Brasil Ltda
Brazil
IQVIA Technology Services Ltd.
United Kingdom
IQVIA Technology Solutions Colombia Ltda.
Colombia
IQVIA Technology Solutions Egypt LLC
Egypt
IQVIA Technology Solutions Romania Srl
Romania
IQVIA Technology Solutions s.r.o.
Slovakia
IQVIA Technology Solutions s.r.o.
Czechia
IQVIA Technology Solutions Ukraine LLC
Ukraine
IQVIA Technology Tunisia S.à r.l.
Tunisia
IQVIA Tibbi Istatistik Ticaret ve Musavirlik Ltd. Sirketi
Turkey
IQVIA Trading Management Inc.
Delaware
IQVIA Transportation Services Corp.
Delaware
IQVIA West Africa
Senegal
IQVIA World Publications Ltd.
United Kingdom
IQVIA Zagreb d.o.o.
Croatia
IVM plus GmbH
Germany
Kairos GmbH
Germany
Kun Tai Medical Development Hong Kong Limited
Hong Kong
Kun Tuo Medical Research & Development (Beijing) Co. Ltd.
China
Laboratorio Commuq Pharma SLU
Spain
Lasso Marketing, Inc.
Delaware
LH Perspectives Limited
United Kingdom
LH Perspectives Limited Sucursal en Espana
Spain
Linguamatics Limited
United Kingdom
Linguamatics Solutions Limited
United Kingdom
M&H Informatics (BD) Ltd.
Bangladesh
Market Dynamics, L.L.C.
Tennessee
MCRA (U.K.) Ltd.
United Kingdom
MCRA Germany GmbH
Germany
MCRA Holdings, LLC
Delaware
MCRA International, Inc.
Delaware
MCRA, LLC
Delaware
MCRA Switzerland GmbH
Switzerland
Med-Vantage, Inc.
Delaware
Meddata Group, LLC
Massachusetts
Medpages International Proprietary Limited
South Africa
Mercados Y Analisis, S.A.
Spain
Mercurial Insights Holding Pty. Ltd.
Australia
Mercurial Insights Pty. Ltd.
Australia
Meridian Research Vietnam Ltd.
Viet Nam
Metrika Business Intelligence Consulting, Inc.
QC, Canada
Nexelis Europe
Belgium
Nexelis Group Inc.
Delaware
Nexelis Laboratories Canada Inc.
Canada
Nexelis Marburg GmbH
Germany
Novasyte Services Corp.
Canada
Novasyte, LLC
California
Novex Pharma Laboratorio S.L.
Spain
Novex Pharma Limited
United Kingdom
Nuevo Health Pty Limited
Australia
Omni Care Consult
Belgium
Open Applications Consulting Limited
Ireland
Operaciones Centralizadas Latinoamericana Limitada
Chile
Optimum Contact Limited
United Kingdom
Outcome Sciences, LLC
Delaware
Penderwood Limited
United Kingdom
Pharma Deals Limited
United Kingdom
Pharma Strategy Group Limited
United Kingdom
Pharmaforce, S.A. de C.V.
Mexico
PharmaReview Inc.
Delaware
PharmaReview Limited
United Kingdom
Pharmaspectra Dollarco Ltd
United Kingdom
Pharmaspectra Group Ltd.
United Kingdom
Pharmaspectra Informatics Private Limited
India
Pharmaspectra Midco 1 Ltd.
United Kingdom
Pharmaspectra Midco 2 Ltd.
United Kingdom
Pharmaspectra Topco Ltd
United Kingdom
Pharmaspectra US LLC
Delaware
Phoenix Group Holdings, LLC
New Jersey
PhR BidCo Limited
United Kingdom
PhR Lower Midco Limited
United Kingdom
PHR Topco Limited
United Kingdom
PhR Upper Midco Limited
United Kingdom
PhR Warehouse Limited
United Kingdom
Point of Care Network, LLC
New Jersey
Polaris Management Partners, LLC
New Jersey
Polaris Solutions Ltd.
Hong Kong
Polaris Solutions, LLC
New York
Prioritis Limited
United Kingdom
Privacy Analytics Inc.
Canada
Professional Pharmaceutical Marketing Services (Pty.) Ltd.
South Africa
Prometheus Research, LLC
Connecticut
PT IQVIA RDS Indonesia
Indonesia
PT IQVIA Solutions Indonesia
Indonesia
Public Relations Algeria
Algeria
Purple Moon Agency, LLC
Colorado
Q Squared Solutions (Beijing) Co., Ltd.
China
Q Squared Solutions (Pty) Ltd
South Africa
Q Squared Solutions (Quest) Limited
United Kingdom
Q Squared Solutions (Quest) LLC
Delaware
Q Squared Solutions B.V.
Netherlands
Q Squared Solutions BioSciences LLC
Delaware
Q Squared Solutions China (Quest) Limited
United Kingdom
Q Squared Solutions China Limited
United Kingdom
Q Squared Solutions Expression Analysis LLC
Delaware
Q Squared Solutions Group Inc.
Delaware
Q Squared Solutions Holdings B.V.
Netherlands
Q Squared Solutions Holdings Limited
United Kingdom
Q Squared Solutions Holdings LLC
Delaware
Q Squared Solutions KK
Japan
Q Squared Solutions Limited
United Kingdom
Q Squared Solutions LLC
North Carolina
Q Squared Solutions Pte. Ltd.
Singapore
Q Squared Solutions S.A.
Argentina
Q-Consult Zorg Groep B.V.
Netherlands
Q-Talent B.V.
Netherlands
Qcare Site Services, Inc.
North Carolina
QH Research Limited
United Kingdom
QIMS Pharma Services Sa De Cv
Mexico
Quality Health Limited
United Kingdom
Quintiles Benin S.A.R.L.U.
Benin
Quintiles Commercial Laboratorio S.L.U.
Spain
Quintiles Finance Uruguay S.r.L.
Uruguay
Quintiles Mauritius Holdings
Mauritius
Quintiles Medical Development (Shanghai) Co., Ltd.
China
Quintiles Mexico, S. de R.L. de C.V.
Mexico
Quintiles West Africa Limited
Ghana
RedPharma SA
Belgium
Redsite Limited
United Kingdom
Rules-Based Medicine, Inc.
Delaware
Sales & Marketing Outsource Solutions Ltd
Ireland
Secureconsent, LLC
Delaware
Shanghai Illuminera Digital Technology Co., Ltd.
China
Simpson Healthcare Executives, LLC
Connecticut
Source Informatics Limited
United Kingdom
StatFin Estonia OÜ
Estonia
STI Technologies Limited
Canada
Summit Global Health, LLC
Connecticut
Themis Limited
United Kingdom
UAB IQVIA Commercial
Lithuania
Value Outcomes s.r.o.
Czechia
Valuecentric Privacy Solutions LLC
Delaware
Valuemedics Research, LLC
Delaware
VCG&A, Inc.
Massachusetts
VCG-BIO, Inc.
Delaware
Vivacity Health Pty. Ltd.
Australia
Vorpal Technologies KK
Japan
ZhiWeiYunChuang Solutions Enterprise Management Consulting (Shanghai) Co., Ltd
China
Subsidiary Guarantors and Issuers of Guaranteed Securities
The following entities were, as of December 31, 2024, guarantors of IQVIA Inc.’s 5.700% Senior Secured Notes
due 2028 and 6.250% Senior Secured Notes due 2029.
Entity
Role
IQVIA Inc.
Issuer
IQVIA Holdings Inc.
Guarantor
Benefit Holding, Inc.
Guarantor
BuzzeoPDMA LLC
Guarantor
Data Niche Associates, Inc.
Guarantor
IMS Software Services Ltd.
Guarantor
Innovex Merger Corp.
Guarantor
Intercontinental Medical Statistics International, Ltd.
Guarantor
IQVIA BioSciences Holdings, LLC
Guarantor
IQVIA Biotech LLC (f/k/a Novella Clinical LLC)
Guarantor
IQVIA Chinametrik Inc.
Guarantor
IQVIA Commercial Finance Inc.
Guarantor
IQVIA Commercial Trading Corp.
Guarantor
IQVIA CSMS US Inc.
Guarantor
IQVIA Government Solutions Inc.
Guarantor
IQVIA Medical Communications & Consulting, Inc.
Guarantor
IQVIA Medical Education Inc.
Guarantor
IQVIA Pharma Inc.
Guarantor
IQVIA Pharma Services Corp.
Guarantor
IQVIA Phase One Services LLC
Guarantor
IQVIA RDS Asia Inc.
Guarantor
IQVIA RDS Inc.
Guarantor
IQVIA RDS Latin America LLC
Guarantor
IQVIA Trading Management Inc.
Guarantor
IQVIA Transportation Services Corp.
Guarantor
Lasso Marketing, Inc.
Guarantor
Med-Vantage, Inc.
Guarantor
Outcome Sciences, LLC
Guarantor
Q Squared Solutions Holdings LLC
Guarantor
Q Squared Solutions LLC
Guarantor
QCare Site Services, Inc.
Guarantor
Rules-Based Medicine Inc.
Guarantor
ValueMedics Research, LLC
Guarantor
VCG&A, Inc.
Guarantor
VCG-BIO, INC.
Guarantor
Exhibit 22.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-213927,
333-193212, 333-188431) of IQVIA Holdings Inc. of our report dated February 13, 2025 relating to the financial
statements, financial statement schedules and the effectiveness of internal control over financial reporting, which
appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 13, 2025
Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Ari Bousbib, certify that:
1. I have reviewed this annual report on Form 10-K of IQVIA Holdings Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 13, 2025
/s/ Ari Bousbib
Ari Bousbib
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Ronald E. Bruehlman, certify that:
1. I have reviewed this annual report on Form 10-K of IQVIA Holdings Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 13, 2025
/s/ Ronald E. Bruehlman
Ronald E. Bruehlman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Ari Bousbib, Chairman, Chief Executive Officer and President of IQVIA Holdings Inc. (the "Company"), do hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
my knowledge:
(1) the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company for the periods presented therein.
Date: February 13, 2025
/s/ Ari Bousbib
Ari Bousbib
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Company for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or
after the date of this Report, irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Ronald E. Bruehlman, Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc. (the "Company"), do
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge:
(1) the Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company for the periods presented therein.
Date: February 13, 2025
/s/ Ronald E. Bruehlman
Ronald E. Bruehlman
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Company for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or
after the date of this Report, irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon
request.