IQV 10-K Annual Report Dec. 31, 2018 | Alphaminr

IQV 10-K Fiscal year ended Dec. 31, 2018

IQVIA HOLDINGS INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1* Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto). 8-K 001-35907 2.1 May 3, 2016 3.1 Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective November 6, 2017 (as amended through November 6, 2017). 10-K 001-35907 3.1 February 16, 2018 3.2 Amended and Restated Bylaws of IQVIA Holdings Inc., effective November 6, 2017 8-K 001-35907 3.2 November 7, 2017 4.1 Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc. S-1/A 333-186708 4.1 April 26, 2013 4.2 Indenture dated as of May 12, 2015, among Quintiles Transnational Corp., the subsidiary guarantors listed therein and U.S. Bank National Association as trustee. 8-K 001-35907 4.1 May 13, 2015 4.3 Form of 4.875% Rule 144A Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 filed May 13, 2015). 8-K 001-35907 4.2 May 13, 2015 4.4 Form of 4.875% Regulation S Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.1 filed May 13, 2015). 8-K 001-35907 4.3 May 13, 2015 4.5 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 4.6 Senior Note Indenture, dated as of October 24, 2012, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee. IMSHealthS-1 333-193159 4.9 January 2, 2014 4.7 Senior Note Indenture, dated as of March 30, 2015, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Deutsche Trustee Company Limited, as Trustee. IMSHealth10-Q 001-36381 4.1 May 15, 2015 4.8 Indenture, dated February 28, 2017, among Quintiles IMS Incorporated, as Issuer, U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors. 8-K 001-35907 4.1 February 28, 2017 4.9 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. 8-K 001-35907 4.1 September 19, 2017 10.1 Fourth Amended and Restated Credit Agreement, dated as of October 3, 2016, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto and the Lenders party thereto (Annex B to Exhibit 10.9 filed October 3, 2016). 8-K 001-35907 10.9 October3, 2016 10.2 Amendment No.1, dated March7, 2017, to Fourth Amended and Restated Credit Agreement, dated October3, 2016, among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental TermB-1Euro Lenders party thereto and the other Lenders party thereto. 8-K 001-35907 10.1 March 8, 2017 10.3 Amendment No. 2, dated September 18, 2017, to Fourth Amended and Restated Credit Agreement, by and among Quintiles IMS Incorporated, Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as administrative agent and collateral agent, the Incremental Term B-2 Dollar Lenders party thereto and the other Lenders party thereto. 8-K 001-35907 10.1 September 19, 2017 10.4 Amendment No. 3, dated April 6, 2018, to Fourth Amended and Restated Credit Agreement, dated October3, 2016, by and among IQVIA Inc., IQVIA Holdings Inc., the other Borrowers party thereto, the other Guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the Incremental Revolving Credit Lenders party thereto. 10-Q 001-35907 10.1 May 4, 2018 10.5 Amendment No. 4, dated June 11, 2018, to Fourth Amended and Restated Credit Agreement, dated October3, 2016, among IQVIA Inc., IQVIA Holdings Inc., IQVIA AG, IQVIA Solutions Japan K.K., the other guarantors party thereto, Bank of America, N.A. as administrative agent and as collateral agent, the Lenders party thereto, the Incremental Term B-3 Dollar Lenders party thereto and the Incremental Term B-2 Euro Lendersparty thereto. 8-K 001-35907 10.1 June 12, 2018 10.6 Senior Note Purchase Agreement, dated September 14, 2016, between IMS Health Incorporated, a wholly owned subsidiary of IMS Health Holdings, Inc., and the representative of the initial purchasers named therein. 10-Q 001-35907 10.10 November3,2016 10.7 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. IMSHealthS-1/A 333-193159 10.33 March 24, 2014 10.8 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. IMSHealthS-1/A 333-193159 10.34 March 24, 2014 10.9 Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc. and the stockholders identified therein. 8-K 001-35907 10.4 May 3, 2016 10.10 Voting Agreement, dated May 3, 2016, by and among Quintiles Transnational Holdings Inc. and affiliates of TPG Global, LLC. 8-K 001-35907 10.1 May 3, 2016 10.11 Voting Agreement, dated May 3, 2016, by and between Quintiles Transnational Holdings Inc. and CPP Investment Board Private Holdings Inc. 8-K 001-35907 10.2 May 3, 2016 10.12 Form of Director Indemnification Agreement. S-1/A 333-186708 10.13 April 19, 2013 10.13 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 10.14 Description of Non-Employee Director Compensation, effective as of January 1, 2017. 10-K 001-35907 10.27 February 16, 2017 10.15 Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. 8-K 001-35907 10.2 October 19, 2015 10.16 Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. S-1/A 333-186708 10.57 April 19, 2013 10.17 Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.17 February15, 2013 10.18 Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.18 February15, 2013 10.19 Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. S-1 333-186708 10.19 February15, 2013 10.20 Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.22 April 19, 2013 10.21 Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.23 April 19, 2013 10.22 Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 10.2 May 1, 2014 10.23 Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.24 April 19, 2013 10.24 Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. S-1/A 333-186708 10.56 April 19, 2013 10.25 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 10.26 Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan prior to February 2015. 8-K 001-35907 10.1 November26,2013 10.27 Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan effective February 2015. 10-K 001-35907 10.34 February12, 2015 10.28 Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-K 001-35907 10.35 February12, 2015 10.29 Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.45 February 16, 2017 10.30 Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-Q 001-35907 10.3 November3,2016 10.31 Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. 10-K 001-35907 10.47 February 16, 2017 10.32 Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan. 8-K 001-35907 10.7 October 3, 2016 10.33 IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated. IMSHealthS-1 333-193159 10.10 January 2, 2014 10.34 First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March17, 2009. IMSHealthS-1 333-193159 10.12 January 2, 2014 10.35 Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December8, 2009. IMSHealthS-1 333-193159 10.13 January 2, 2014 10.36 Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011. IMSHealthS-1 333-193159 10.14 January 2, 2014 10.37 Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016). IMSHealth10-Q 001-36381 10.3 July 28, 2016 10.38 Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan. 8-K 001-35907 10.5 October 3, 2016 10.39 Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated. IMSHealthS-1/A 333-193159 10.16 February13,2014 10.40 Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.17 January 2, 2014 10.41 Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.18 January 2, 2014 10.42 Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.19 January 2, 2014 10.43 Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.20 January 2, 2014 10.44 Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.21 January 2, 2014 10.45 Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan. IMSHealthS-1 333-193159 10.22 January 2, 2014 10.46 IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January1, 2011. IMSHealthS-1 333-193159 10.15 January2,2014 10.47 Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan. 8-K 001-35907 10.6 October 3, 2016 10.48 Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan. IMSHealth8-K 001-36381 10.1 February 10, 2015 10.49 Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan. IMSHealth8-K 001-36381 10.2 February10,2015 10.50 2014 IMS Health Annual Incentive Plan. IMSHealthS-1/A 333-193159 10.30 March 10, 2014 10.52 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 10.53 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 10.54 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 10.55 Quintiles Transnational Holdings Inc. Change of Control Severance Plan, which covers among others our executive officers. 8-K 001-35907 10.1 November6,2015 10.56 Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017. 10-K 001-35907 10.69 February 16, 2017 10.57 Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016. 10-K 001-35907 10.76 February 16, 2017 10.58 Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. 10-Q 001-35907 10.1 October 28, 2015 10.59 Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017. 10-K 001-35907 10.78 February 16, 2017 10.60 Amended and Restated Employment Agreement between IQVIA Holdings Inc. and Ari Bousbib, dated February 18, 2019. 10.61 Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December1, 2010. IMSHealthS-1/A 333-193159 10.23 February 13, 2014 10.62 Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December1, 2010. IMSHealthS-1/A 333-193159 10.24 February 13, 2014 10.63 Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014, incorporated herein by reference to Amendment 2 to the Companys Registration Statement on Form S-1 filed with the SEC on March 10, 2014. IMSHealthS-1/A 333-193159 10.29 March 10, 2014 10.64 Amendment No. 1, dated December 31, 2015, to Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014. IMSHealth10-K 001-36381 10.33 February 19, 2016 10.65 Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015. IMSHealth10-K 001-36381 10.34 February 19, 2016 10.66 Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015. IMSHealth10-K 001-36381 10.35 February 19, 2016 10.67 Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015. IMSHealth10-K 001-36381 10.36 February 19, 2016 10.68 Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp. 8-K 001-35907 10.3 October 19, 2015 10.69 Initial Award Agreement Awarding Restricted Stock Units to Michael McDonnell under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. 10-K 001-35907 10.29 February 11, 2016 10.70 Letter agreement between the Company and Michael R. McDonnell effective on October 3, 2016. 8-K 001-35907 10.1 October 3, 2016 10.71 Letter Agreement between the Company and W. Richard Staub, III, effective on December 1, 2016. 10-K 001-35907 10.104 February 16, 2017 10.72 Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018. 21.1 List of Subsidiaries of IQVIA Holdings Inc. 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule13a-14(a)/15d-14(a), as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.