Document/ExhibitDescriptionPagesSize 1: 10-Q Quarterly Report HTML 1.41M
2: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
11: R1 Cover Page HTML 76K
12: R2 Condensed Consolidated Statements of Income HTML 111K
13: R3 Condensed Consolidated Statements of Comprehensive HTML 56K
Income
14: R4 Condensed Consolidated Statements of Comprehensive HTML 36K
Income (Loss) (Parenthetical)
15: R5 Condensed Consolidated Balance Sheets HTML 139K
16: R6 Condensed Consolidated Balance Sheets HTML 36K
(Parenthetical)
17: R7 Condensed Consolidated Statements of Cash Flows HTML 110K
18: R8 Condensed Consolidated Statements of Stockholders' HTML 130K
Equity
19: R9 Summary of Significant Accounting Policies HTML 30K
20: R10 Revenues by Geography, Concentration of Credit HTML 81K
Risk and Remaining Performance Obligations
21: R11 Trade Accounts Receivable, Unbilled Services and HTML 45K
Unearned Income
22: R12 Goodwill HTML 39K
23: R13 Derivatives HTML 57K
24: R14 Fair Value Measurements HTML 78K
25: R15 Credit Arrangements HTML 74K
26: R16 Contingencies HTML 35K
27: R17 Stockholders' Equity HTML 33K
28: R18 Business Combinations HTML 49K
29: R19 Restructuring HTML 34K
30: R20 Income Taxes HTML 30K
31: R21 Accumulated Other Comprehensive (Loss) Income HTML 59K
32: R22 Segments HTML 79K
33: R23 Earnings Per Share HTML 47K
34: R24 Pay vs Performance Disclosure HTML 37K
35: R25 Insider Trading Arrangements HTML 30K
36: R26 Summary of Significant Accounting Policies HTML 31K
(Policies)
37: R27 Revenues by Geography, Concentration of Credit HTML 77K
Risk and Remaining Performance Obligations
(Tables)
38: R28 Trade Accounts Receivable, Unbilled Services and HTML 44K
Unearned Income (Tables)
39: R29 Goodwill (Tables) HTML 41K
40: R30 Derivatives (Tables) HTML 58K
41: R31 Fair Value Measurements (Tables) HTML 73K
42: R32 Credit Arrangements (Tables) HTML 71K
43: R33 Business Combinations (Tables) HTML 49K
44: R34 Restructuring (Tables) HTML 33K
45: R35 Accumulated Other Comprehensive (Loss) Income HTML 60K
(Tables)
46: R36 Segments (Tables) HTML 74K
47: R37 Earnings Per Share (Tables) HTML 45K
48: R38 Summary of Significant Accounting Policies - HTML 29K
Additional Information (Detail)
49: R39 Revenues by Geography, Concentration of Credit HTML 58K
Risk and Remaining Performance Obligations -
Summary of Revenues by Geographic Region and
Reportable Segment (Detail)
50: R40 Revenues by Geography, Concentration of Credit HTML 26K
Risk and Remaining Performance Obligations -
Additional Information (Detail)
51: R41 Revenues by Geography, Concentration of Credit HTML 34K
Risk and Remaining Performance Obligations -
Future Obligation Terms (Detail)
52: R42 Trade Accounts Receivable, Unbilled Services and HTML 36K
Unearned Income - Trade Accounts Receivable and
Unbilled Services (Detail)
53: R43 Trade Accounts Receivable, Unbilled Services and HTML 40K
Unearned Income - Schedule of Net Contract Assets
(Liabilities) (Detail)
54: R44 Trade Accounts Receivable, Unbilled Services and HTML 38K
Unearned Income - Additional Information (Detail)
55: R45 Goodwill - Summary of Goodwill by Reportable HTML 41K
Segment (Detail)
56: R46 Derivatives - Summary of Fair Values of Derivative HTML 42K
Instruments Designated as Hedges (Detail)
57: R47 Derivatives - Effect of Cash Flow Hedging HTML 36K
Instruments on Other Comprehensive (Loss) Income
(Detail)
58: R48 Derivatives - Additional Information (Detail) HTML 32K
59: R49 Fair Value Measurements - Additional Information HTML 44K
(Detail)
60: R50 Fair Value Measurements - Fair Value of Financial HTML 61K
Assets and Liabilities Measured on Recurring Basis
(Detail)
61: R51 Fair Value Measurements - Changes in Level 3 HTML 35K
Financial Assets and Liabilities Measured on
Recurring Basis (Detail)
62: R52 Credit Arrangements - Summary of Credit Facilities HTML 42K
(Detail)
63: R53 Credit Arrangements - Summary of Debt (Detail) HTML 97K
64: R54 Credit Arrangements - Contractual Maturities of HTML 43K
Long-term Debt (Detail)
65: R55 Credit Arrangements - Senior Secured Credit HTML 76K
Facilities (Detail)
66: R56 Contingencies - Additional Information (Detail) HTML 45K
67: R57 Stockholders' Equity (Detail) HTML 56K
68: R58 Business Combinations - Schedule of Recognized HTML 51K
Identified Assets Acquired and Liabilities Assumed
(Details)
69: R59 Business Combinations - Narrative (Details) HTML 28K
70: R60 Business Combinations - Indefinite-Lived HTML 49K
Intangible Assets Acquired as Part of Business
Combination (Details)
71: R61 Restructuring - Summary of Amounts Recorded for HTML 35K
Restructuring Plans (Detail)
72: R62 Income Taxes - Narratives (Detail) HTML 29K
73: R63 Accumulated Other Comprehensive (Loss) Income - HTML 59K
Summary of Components of AOCI (Detail)
74: R64 Accumulated Other Comprehensive (Loss) Income - HTML 40K
Summary of Adjustments for (Gains) Losses
Reclassified from AOCI into Condensed Consolidated
Statements of Income and Affected Financial
Statement Line Item (Detail)
75: R65 Segments - Additional Information (Detail) HTML 26K
76: R66 Segments - Operations by Reportable Segments HTML 68K
(Detail)
77: R67 Earnings Per Share - Reconciles the Basic to HTML 60K
Diluted Weighted Average Shares Outstanding
(Detail)
78: R68 Earnings Per Share - Narrative (Details) HTML 27K
81: XML IDEA XML File -- Filing Summary XML 152K
79: XML XBRL Instance -- iqv-20230930_htm XML 1.76M
80: EXCEL IDEA Workbook of Financial Report Info XLSX 128K
7: EX-101.CAL XBRL Calculations -- iqv-20230930_cal XML 180K
8: EX-101.DEF XBRL Definitions -- iqv-20230930_def XML 516K
9: EX-101.LAB XBRL Labels -- iqv-20230930_lab XML 1.67M
10: EX-101.PRE XBRL Presentations -- iqv-20230930_pre XML 976K
6: EX-101.SCH XBRL Schema -- iqv-20230930 XSD 161K
82: JSON XBRL Instance as JSON Data -- MetaLinks 488± 714K
83: ZIP XBRL Zipped Folder -- 0001478242-23-000101-xbrl Zip 316K
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 12 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. iYesx 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). iYesx 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 an 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.
iLarge
accelerated filer
x
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No x
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading
Symbol
Name of Each Exchange on which Registered
iCommon Stock, par value $0.01 per share
iIQV
iNew
York Stock Exchange
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Trade
accounts receivable and unbilled services, net
i3,227
i2,917
Prepaid
expenses
i177
i151
Income taxes receivable
i49
i43
Investments
in debt, equity and other securities
i108
i93
Other current assets and
receivables
i423
i561
Total current assets
i5,208
i4,981
Property
and equipment, net
i498
i532
Operating lease right-of-use assets
i292
i331
Investments
in debt, equity and other securities
i99
i68
Investments
in unconsolidated affiliates
i115
i94
Goodwill
i14,288
i13,921
Other
identifiable intangibles, net
i4,907
i4,820
Deferred
income taxes
i111
i118
Deposits and other assets, net
i459
i472
Total
assets
$
i25,977
$
i25,337
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses
$
i3,133
$
i3,316
Unearned
income
i1,838
i1,797
Income
taxes payable
i172
i161
Current portion of long-term debt
i1,309
i152
Other
current liabilities
i137
i152
Total current liabilities
i6,589
i5,578
Long-term
debt, less current portion
i12,322
i12,595
Deferred
income taxes
i365
i464
Operating lease liabilities
i217
i264
Other
liabilities
i679
i671
Total liabilities
i20,172
i19,572
Commitments
and contingencies (Note 8)
i
i
Stockholders’ equity:
Common
stock and additional paid-in capital, ii400.0/ shares authorized as of September 30, 2023 and December 31, 2022,
$ii0.01/ par value, i257.1
shares issued and i182.5 shares outstanding as of September 30, 2023; i256.4 shares issued and i185.7
shares outstanding as of December 31, 2022
IQVIA Holdings Inc. (together with its subsidiaries, the “Company” or “IQVIA”) is a leading global provider of advanced analytics, technology solutions and clinical research services to the life sciences industry. With approximately i87,000 employees, the
Company conducts business in more than i100 countries.
i
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the
Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP.
i
Recently
Issued Accounting Standards
Accounting pronouncements adopted
In September 2022, the Financial Accounting Standards Board ("FASB") issued new accounting guidance, Accounting Standards Update ("ASU") 2022-04, Liabilities - Supplier Finance Programs, to enhance the transparency of supplier finance programs. The amendments in this ASU address investor and other financial statement user requests for additional information about the use of supplier finance programs by the buyer party to understand the effect of those programs on an entity's working capital, liquidity, and cash flows. The Company adopted this new accounting guidance effective January 1, 2023. The adoption of this new
accounting guidance did not have a material effect on the Company's disclosures within the condensed consolidated financial statements.
Transaction Price Allocated to the Remaining Performance Obligations
As of September 30, 2023, approximately $i31.3
billion of revenues are expected to be recognized in the future from remaining performance obligations. The Company expects to recognize revenues on approximately i30% of these remaining performance obligations over the next itwelve
months, on approximately i85% over the next ifive 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.
iTrade Accounts Receivable, Unbilled Services and Unearned Income
iTrade accounts receivables and unbilled services consist of the following:
Unbilled
services, which is comprised of approximately i66% and i61% of unbilled receivables and i34%
and i39% of contract assets as of September 30, 2023 and December 31, 2022, respectively, increased by $i281
million as compared to December 31, 2022. 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 increased by $i41 million over the same period resulting in
an increase of $i240 million in the net balance of unbilled services and unearned income between September 30, 2023 and December 31, 2022. The change in the net balance is driven by the difference in timing of revenue recognition in accordance with Accounting Standards Codification ("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 based on certain milestones.
The majority of the unearned income balance as of the beginning of the year is expected to be recognized in revenues during the year ended December 31, 2023.
Bad debt expense recognized on the Company’s trade accounts receivable was immaterial for the three and nine months ended September 30,
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. During the nine months ended September 30, 2023, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the Company factored approximately $i545
million of customer invoices on a non-recourse basis and received approximately $i534 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.
The fair values of the Company’s derivative instruments and the
line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table:
The
Company expects approximately $i30 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in accumulated other comprehensive (loss) income (“AOCI”) as of September 30, 2023 to be reclassified into earnings within the next twelve months. As of September 30,
2023, the Company's foreign currency denominated debt balance (net of original issue discount) designated as a hedge of its net investment in certain foreign subsidiaries totaled €i5,199 million ($i5,498
million). The amount of foreign exchange gains related to the net investment hedge included in the cumulative translation adjustment component of AOCI for the nine months ended September 30, 2023 and 2022 was $i69 million and $i807 million,
respectively.
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 September 30, 2023 and December 31, 2022 due to their short-term nature. As of September 30, 2023 and December 31, 2022, the fair value of total debt was $i13,138
million and $i12,281 million, respectively, as determined under Level 2 measurements for these financial instruments.
Recurring Fair Value Measurements
i
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 September 30, 2023:
(in millions)
Level
1
Level 2
Level 3
Total
Assets:
Marketable securities
$
i130
$
i—
$
i—
$
i130
Derivatives
i—
i36
i—
i36
Total
$
i130
$
i36
$
i—
$
i166
Liabilities:
Derivatives
$
i—
$
i4
$
i—
$
i4
Contingent
consideration
i—
i—
i104
i104
Total
$
i—
$
i4
$
i104
$
i108
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, 2022:
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 and interest rate 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.
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 (revenue 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 September 30, 2023, the Company has accrued approximately i35% of the maximum contingent consideration payments that could potentially become payable.
i
The
following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the nine months ended September 30, 2023:
The
current portion of contingent consideration is included within accrued expenses and the long-term portion is included within other liabilities on the accompanying condensed consolidated balance sheets. Revaluations of contingent consideration are recognized in other (income) expense, net on the accompanying condensed consolidated statements of income. A change in significant unobservable inputs could result in a higher or lower fair value measurement of contingent consideration.
Non-recurring Fair Value Measurements
As of September 30, 2023, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled $i19,387 million
and were identified as Level 3. These assets are comprised of debt investments and cost and equity method investments of $i192 million, goodwill of $i14,288 million and other identifiable intangibles, net of $i4,907
million.
As of September 30, 2023, the Company’s Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities of up to $i7,998 million, which consisted of $i6,248
million principal amounts of debt outstanding (as detailed in the table above), and $i1,745 million of available borrowing capacity on the $i2,000 million revolving credit
facility and standby letters of credit. The revolving credit facility is comprised of a $i1,175 million senior secured revolving facility available in U.S. dollars, a $i600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $i225
million senior secured revolving facility available in U.S. dollars and Yen.
On April 17, 2023, the Company increased the capacity of its senior secured revolving credit facility by $i500 million U.S. dollars, bringing the total capacity of the revolving credit facility to $i2,000
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 SOFR plus a i10 basis point Credit Spread Adjustment.
Senior Notes
On May 23, 2023, IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of the
Company, completed the issuance and sale of $i750 million in gross proceeds of the Issuer’s i5.700% senior secured notes due 2028 (the “Senior Secured Notes”) and $i500 million
in gross proceeds of i6.500% senior notes due 2030 (the “Senior Notes” and, together with the Senior Secured Notes, the “Notes”). The Senior Secured Notes were issued pursuant to an Indenture, dated May 23, 2023 (the “Secured Notes Indenture”), among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the Senior Secured Notes and as collateral
agent, and the Company and certain subsidiaries of the Issuer as guarantors. The 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 Senior Notes, and certain subsidiaries of the Issuer as guarantors (the “Senior Notes Indenture” and, together with the Secured Notes Indenture, the
“Indentures”). The net proceeds from the notes offering were used to repay existing borrowings under the Issuer’s revolving credit facility and to pay fees and expenses related to the Notes offering.
The Notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. Pursuant to a registration rights agreement entered into in connection with the Notes offering, the Issuer and the guarantors agreed, among other things, to use commercially reasonable efforts to, within certain time periods, file a registration statement with respect to a registered offer to exchange the Senior Secured Notes for new exchange notes, have the exchange offer registration statement declared effective,
and complete the exchange offer promptly thereafter, unless the Senior Secured Notes are redeemed earlier.
The Senior Secured Notes are secured obligations of the Issuer, will mature on May 15, 2028, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of i5.700% per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023. The Senior Notes are unsecured obligations
of the Issuer, will mature on May 15, 2030, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of i6.500% per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023.
The Issuer may redeem (i) the 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 and (ii) the 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 i3.250% to i0.000%.
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 other usual and customary restrictive covenants that, among other things, place limitations on the Company’s ability to declare dividends. As of September 30, 2023, the Company was in compliance in all material respects with the financial covenants under the
Company’s financing arrangements.
8. iContingencies
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.
On February 13, 2014, a group of approximately i1,200 medical doctors and i900
private individuals filed a civil lawsuit with the Seoul Central District Court against IMS Korea and itwo other defendants, the Korean Pharmaceutical Association (“KPA”) and the Korean Pharmaceutical Information Center (“KPIC”). The civil lawsuit alleges KPA and KPIC collected their personal information in violation of applicable privacy laws without the necessary consent through a software system installed on pharmacy computer systems in Korea, and that personal information was transferred to IMS Korea and sold to pharmaceutical companies. On September
11, 2017, the District Court issued a final decision that the encryption in use by the defendants since June 2014 was adequate to meet the requirements of the Korean Personal Information Privacy Act (“PIPA”) and the sharing of non-identified information for market research purposes was allowed under PIPA. The District Court also found an earlier version of encryption was insufficient to meet PIPA requirements, but no personal data had been leaked or re-identified. The District Court did not award any damages to plaintiffs. Approximately i280 medical doctors and i200
private individuals appealed the District Court decision. On May 3, 2019, the Appellate Court issued a final decision in which it concluded all of the non-identified information transferred by KPIC to IMS Korea for market research purposes violated PIPA, but did not award any damages to plaintiffs (affirming the District Court’s decision on this latter point). On May 24, 2019, approximately i247 plaintiffs appealed the Appellate Court’s decision to the Supreme Court. The
Company believes the appeal is without merit and is vigorously defending its position.
On July 23, 2015, indictments were issued by the Seoul Central District Prosecutors’ Office in South Korea against i24 individuals and companies alleging improper handling
of sensitive health information in violation of, among others, South Korea’s Personal Information Protection Act. IMS Korea and itwo of its employees were among the individuals and organizations indicted. Although there is no assertion that IMS Korea used patient identified health information in any of its offerings, prosecutors allege that certain of IMS Korea’s data suppliers should have obtained patient consent when they converted sensitive patient information into non-identified data and that IMS Korea had not taken adequate precautions to reduce the risk of re-identification.
On February 14, 2020, the Seoul Central District Court acquitted IMS Korea and its itwo employees of the charges of improper handling of sensitive health information, and the Prosecutor's Office appealed. On December 23, 2021, the appellate court affirmed the judgment of the Seoul Central District Court. The Prosecutor's Office has appealed to the Supreme Court. The Company intends to vigorously defend
its position on appeal.
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 $i200
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. The parties are engaged in the discovery process in connection with these lawsuits.
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 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 is currently appealing the Order.
9. iStockholders’ Equity
Preferred
Stock
The Company is authorized to issue i1.0 million shares of preferred stock, $i0.01 per share par value. iiiiNo///
shares of preferred stock were issued or outstanding as of September 30, 2023 or December 31, 2022.
Equity Repurchase Program
On July 31, 2023, the Company's Board of Directors (the "Board") increased the stock repurchase authorization under the Company's equity repurchase program (the "Repurchase Program") with respect to the repurchase of the Company's common stock by an additional $i2,000
million, which increased the total amount that has been authorized under the Repurchase Program to $i11,725 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.
During the nine months ended September 30, 2023, the
Company repurchased i3.9 million shares of its common stock for $i763 million under the Repurchase Program. As of September 30, 2023, the
Company had remaining authorization to repurchase up to $i2,592 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.
The Company completed several individually immaterial acquisitions during the nine months ended September 30, 2023. The Company’s assessment of fair value, including the valuation of certain identified intangibles, and the purchase price allocation related to these acquisitions is preliminary
and subject to change upon completion. Further adjustments 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 customer relationships. The condensed 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.
i
The
following table provides certain preliminary financial information for these acquisitions:
The Company has continued to take restructuring actions in 2023 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 throughout 2023 and into 2024.
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 that the majority of the restructuring accruals as of September 30, 2023 will be paid in 2023 and 2024.
12. iIncome
Taxes
The Company's effective income tax rate was i14.6% and i19.4% in the third quarter of 2023 and 2022, and i18.7%
and i19.5% in the first nine months of 2023 and 2022, respectively. The effective income tax rate in the third quarter and first nine months of 2023 was favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million. Additionally, the effective income tax rate in the third quarter and in the first nine months of 2023 and 2022 was favorably impacted as a result of excess tax benefits recognized upon settlement of share-based compensation awards. For the third quarter of 2023 and 2022 this impact was $i2 million
and $i1 million, respectively, and for the first nine months of 2023 and 2022 this impact was $i12 million
and $i15 million, respectively.
Historically, the Company recorded deferred tax assets related to certain foreign tax credits. 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. As a result of an anticipated internal legal entity restructuring, the
Company now believes it is reasonably possible that these foreign tax credits will be utilized and expects to reverse the valuation allowance in the near term which could create a material discrete tax benefit in the period recorded.
13. iAccumulated Other Comprehensive (Loss) Income
iBelow
is a summary of the adjustments for amounts reclassified from AOCI into the condensed consolidated statements of income and the affected financial statement line item:
The following table presents the Company’s operations by reportable segment. The Company is managed through ithree
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
clients and the broader healthcare market.
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. The Company also does not allocate depreciation and amortization or impairment charges, if any, to its segments. iAsset information by segment is not presented, as this
measure is not used by the chief operating decision maker to assess the Company’s performance. The Company’s reportable segment information is presented below:
The following table reconciles the basic to diluted weighted average shares outstanding:
Three
Months Ended September 30,
Nine Months Ended September 30,
(in millions, except per share data)
2023
2022
2023
2022
Numerator:
Net income
$
i303
$
i283
$
i889
$
i864
Denominator:
Basic
weighted average common shares outstanding
i182.9
i186.5
i184.4
i188.3
Effect
of dilutive stock options and share awards
i2.6
i2.9
i2.5
i3.0
Diluted
weighted average common shares outstanding
i185.5
i189.4
i186.9
i191.3
Earnings
per share attributable to common stockholders:
Basic
$
i1.66
$
i1.52
$
i4.82
$
i4.59
Diluted
$
i1.63
$
i1.49
$
i4.76
$
i4.52
/
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 three and nine months ended September 30, 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 i0.9
million and i0.4 million, and i1.0 million and i0.5
million, respectively.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement for Forward-Looking Information
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements
and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (our “2022 Form 10-K”).
In addition to historical condensed consolidated financial information, the following discussion contains or incorporates by reference 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”), that are not historical facts but 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 assume no obligation to update any such
forward-looking information to reflect actual results or changes in our outlook or the factors affecting such forward-looking information.
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, 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, and international conflicts or other disruptions outside of our control such as the current situation in Ukraine and Russia; 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. For a further discussion of the risks relating to our business, see Part I—Item 1A—“Risk Factors” in our 2022 Form 10-K, as updated in our subsequently filed Quarterly Reports on Form 10-Q.
Overview
IQVIA
is a leading global provider of advanced analytics, technology solutions and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence™ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 87,000 employees, we conduct operations in more than 100 countries.
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 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 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 clients and the broader healthcare market.
Sources of Revenue
Total revenues are comprised of revenues from the provision of our services. We do not have any material product revenues.
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 the first nine months of 2023, 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 condensed 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 Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions, refer to “Segment Results of Operations” later in this section.
For
the third quarter of 2023, our revenues increased $174 million, or 4.9%, as compared to the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $147 million, or 4.1%, reflecting a $12 million increase in Technology & Analytics Solutions, a $126 million increase in Research & Development Solutions, and a $9 million increase in Contract Sales & Medical Solutions.
Nine
Months Ended September 30,
Change
(in millions)
2023
2022
$
%
Revenues
$
11,116
$
10,671
$
445
4.2
%
For
the first nine months of 2023, our revenues increased $445 million, or 4.2%, as compared to the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $509 million, or 4.8%, reflecting a $102 million increase in Technology & Analytics Solutions, a $400 million increase in Research & Development Solutions, and a $7 million increase in Contract Sales & Medical Solutions.
Cost of Revenues, exclusive of Depreciation and Amortization
Three
Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2023
2022
2023
2022
Cost of revenues, exclusive of depreciation and amortization
$
2,426
$
2,321
$
7,267
$
6,975
%
of revenues
64.9
%
65.2
%
65.4
%
65.4
%
The $105 million increase in cost of revenues, exclusive of depreciation and amortization, for the
three months ended September 30, 2023 as compared to the same period in 2022 included a constant currency increase of approximately $113 million, or 4.9%, reflecting a $19 million increase in Technology & Analytics Solutions, a $93 million increase in Research & Development Solutions, and a $1 million increase in Contract Sales & Medical Solutions.
The $292 million increase in cost of revenues, exclusive of depreciation and amortization, for the nine months ended September 30, 2023 as compared to the same period in 2022 included a constant currency increase of approximately $463 million, or 6.6%, reflecting a $126 million increase in Technology & Analytics Solutions and a $340 million increase in Research & Development
Solutions, offset by a $3 million decrease in Contract Sales & Medical Solutions.
Selling, General and Administrative Expenses
Three Months Ended September 30,
Nine
Months Ended September 30,
(in millions)
2023
2022
2023
2022
Selling, general and administrative expenses
$
502
$
517
$
1,497
$
1,488
%
of revenues
13.4
%
14.5
%
13.5
%
13.9
%
The $15 million decrease in selling, general and administrative expenses for the three months ended
September 30, 2023 as compared to the same period in 2022 included a constant currency decrease of approximately $17 million, or 3.3%, reflecting a $1 million increase in Technology & Analytics Solutions and a $19 million increase in Research & Development Solutions, offset by a $2 million decrease in Contract Sales & Medical Solutions and a $35 million decrease in general corporate and unallocated expenses.
The $9 million increase in selling, general and administrative expenses for the nine months ended September 30, 2023 as compared to the same period in 2022 included a constant currency increase of approximately $38 million, or 2.6%, reflecting a $38 million increase in Technology & Analytics Solutions and a $36 million
increase in Research & Development Solutions, offset by a $4 million decrease in Contract Sales & Medical Solutions and a $32 million decrease in general corporate and unallocated expenses.
The $49 million increase in depreciation and amortization for the three months ended September 30,
2023 compared to the same period in 2022 was primarily the result of an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2022 and 2023.
The $36 million increase in depreciation and amortization for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily the result of an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2022 and 2023, offset by less amortization from certain intangible assets from the merger between Quintiles and IMS Health and less accelerated amortization related to the abandonment of certain software assets.
Restructuring Costs
Three
Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2023
2022
2023
2022
Restructuring costs
$
30
$
4
$
67
$
15
The
restructuring costs incurred during 2023 and 2022 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 2023 and into 2024 and are expected to consist of consolidating functional activities, eliminating redundant positions and aligning resources with customer requirements.
Interest Income and Interest Expense
Three
Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2023
2022
2023
2022
Interest income
$
(14)
$
(4)
$
(24)
$
(7)
Interest
expense
$
181
$
108
$
491
$
288
Interest income includes interest received primarily from bank balances and investments. The increase for the three and nine months ended September 30, 2023 as compared to the same periods in 2022 is primarily a result of higher deposit rates.
Interest
expense during the three and nine months ended September 30, 2023 increased compared to the same periods in 2022 primarily due to higher base rate interest costs across the floating rate debt portfolio as well as from an increase in our net debt.
Other (Income) Expense, Net
Three
Months Ended September 30,
Nine Months Ended September 30,
(in millions)
2023
2022
2023
2022
Other (income) expense, net
$
(35)
$
8
$
(77)
$
51
Other
(income) expense, net for the three months ended September 30, 2023 increased compared to the same period in 2022 primarily due to revaluations of contingent consideration and less foreign currency loss on transactions.
Other (income) expense, net for the nine months ended September 30, 2023 increased compared to the same period in 2022 primarily due to foreign currency gain on transactions, revaluations of contingent consideration and gains on investments.
Our
effective income tax rate was 14.6% and 19.4% in the third quarter of 2023 and 2022, and 18.7% and 19.5% in the first nine months of 2023 and 2022, respectively. Our effective income tax rate in the third quarter and first nine months of 2023 was favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million. Additionally, our effective income tax rate in the third quarter and in the first nine months of 2023 and 2022 was favorably impacted as a result of excess tax benefits recognized upon settlement of share-based compensation awards. For the third quarter of 2023 and 2022 this impact was $2 million and $1 million, respectively, and for the first nine months of 2023 and 2022 this impact was $12 million and $15 million, respectively.
Historically, we recorded deferred tax assets related to certain foreign tax credits. 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. As a result of an anticipated internal legal entity restructuring, we now believe it is reasonably possible that these foreign tax credits will be utilized and expect to reverse the valuation allowance in the near term which could create a material discrete tax benefit in the period recorded.
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. We also do not allocate depreciation and amortization or impairment charges, if any, to our segments.
Cost
of revenues, exclusive of depreciation and amortization
859
828
31
3.7
Selling, general and administrative expenses
217
213
4
1.9
Segment
profit
$
355
$
359
$
(4)
(1.1)
%
Nine
Months Ended September 30,
Change
(in millions)
2023
2022
$
%
Revenues
$
4,331
$
4,247
$
84
2.0
%
Cost
of revenues, exclusive of depreciation and amortization
2,593
2,490
103
4.1
Selling, general and administrative expenses
652
628
24
3.8
Segment
profit
$
1,086
$
1,129
$
(43)
(3.8)
%
Revenues
Technology & Analytics Solutions’ revenues were $1,431 million for the third quarter of 2023, an increase of $31 million, or 2.2%, over the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $12 million,
or 0.9%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Asia-Pacific region.
Technology & Analytics Solutions’ revenues were $4,331 million for the first nine months of 2023, an increase of $84 million, or 2.0%, over the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $102 million, or 2.4%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Asia-Pacific region.
The constant currency revenue growth for the three and nine months ended September 30, 2023 was driven by an increase in real world services and information and technology services. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.
Cost of Revenues, exclusive
of Depreciation and Amortization
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $31 million, or 3.7%, in the third quarter of 2023 over the same period in 2022. This increase included a constant currency increase of approximately $19 million, or 2.3%.
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $103 million, or 4.1%, in the first nine months of 2023 over the same period in 2022. This increase included a constant currency increase of approximately $126 million, or 5.1%.
The constant currency increase for the three and nine months ended September 30, 2023 was related to an increase in compensation and related expenses and an increase in costs of acquiring and
processing data to support revenue growth.
Selling, General and Administrative Expenses
Technology & Analytics Solutions’ selling, general and administrative expenses increased $4 million, or 1.9%, in the third quarter of 2023 as compared to the same period in 2022, which included a constant currency increase of approximately $1 million, or 0.5%.
Technology & Analytics Solutions’ selling, general and administrative expenses increased $24 million, or 3.8%, in the first nine months of 2023 as compared to the same period in 2022, which included a constant currency increase of approximately $38 million, or 6.1%.
The constant currency increase for the three and nine months ended September 30, 2023 was primarily related to an increase in compensation and related expenses.
Research & Development Solutions
Three
Months Ended September 30,
Change
(in millions)
2023
2022
$
%
Revenues
$
2,122
$
1,979
$
143
7.2
%
Cost
of revenues, exclusive of depreciation and amortization
1,410
1,335
75
5.6
Selling, general and administrative expenses
217
199
18
9.0
Segment
profit
$
495
$
445
$
50
11.2
%
Nine
Months Ended September 30,
Change
(in millions)
2023
2022
$
%
Revenues
$
6,244
$
5,863
$
381
6.5
%
Cost
of revenues, exclusive of depreciation and amortization
4,213
4,005
208
5.2
Selling, general and administrative expenses
640
614
26
4.2
Segment
profit
$
1,391
$
1,244
$
147
11.8
%
Backlog
Research & Development Solutions’ contracted backlog increased from $27.2 billion as of December 31, 2022 to $28.8 billion as of September 30, 2023, and we expect approximately $7.4 billion of
this backlog to convert to revenue in the next twelve months.
Revenues
Research & Development Solutions’ revenues were $2,122 million for the third quarter of 2023, an increase of $143 million, or 7.2%, over the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $126 million, or 6.4%, reflecting revenue growth primarily in the Americas and Asia-Pacific regions.
Research & Development Solutions’ revenues were $6,244 million in the first nine months of 2023, an increase of $381 million, or 6.5%, over the same period in 2022. This increase was comprised of constant currency revenue growth of approximately $400 million, or 6.8%, reflecting revenue growth primarily in the Americas and Asia-Pacific regions.
The constant currency revenue
growth for the three and nine months ended September 30, 2023 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
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $75 million, or 5.6%, in the third quarter of 2023 over the same period in 2022. This increase included a constant currency increase of approximately $93 million, or 7.0%.
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $208 million, or 5.2%, in the first nine months
of 2023 over the same period in 2022. This increase included a constant currency increase of approximately $340 million, or 8.5%.
The constant currency increase for the three and nine months ended September 30, 2023 was primarily related to an increase in compensation and related expenses as a result of volume-related increases in clinical services and lab testing.
Research & Development Solutions’ selling, general and administrative expenses increased $18 million,
or 9.0%, in the third quarter of 2023 as compared to the same period in 2022, which included a constant currency increase of approximately $19 million, or 9.5%.
Research & Development Solutions’ selling, general and administrative expenses increased $26 million, or 4.2%, in the first nine months of 2023 as compared to the same period in 2022, which included a constant currency increase of approximately $36 million, or 5.9%.
The constant currency increase for the three and nine months ended September 30, 2023 was primarily related to an increase in compensation and related expenses.
Cost
of revenues, exclusive of depreciation and amortization
157
158
(1)
(0.6)
Selling, general and administrative expenses
14
17
(3)
(17.6)
Segment
profit
$
12
$
8
$
4
50.0
%
Nine
Months Ended September 30,
Change
(in millions)
2023
2022
$
%
Revenues
$
541
$
561
$
(20)
(3.6)
%
Cost
of revenues, exclusive of depreciation and amortization
461
480
(19)
(4.0)
Selling, general and administrative expenses
43
48
(5)
(10.4)
Segment
profit
$
37
$
33
$
4
12.1
%
Revenues
Contract Sales & Medical Solutions’ revenues were $183 million for the third quarter of 2023, which is consistent with the same period in 2022 and included a constant currency revenue growth of approximately
$9 million, or 4.9%.
Contract Sales & Medical Solutions’ revenues were $541 million in the first nine months of 2023, a decrease of $20 million, or 3.6%, over the same period in 2022. This decrease included a constant currency revenue growth of approximately $7 million, or 1.2%.
Cost of Revenues, exclusive of Depreciation and Amortization
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $1 million, or 0.6%, in the third quarter of 2023 as compared to the same period in 2022, which included a constant currency increase of approximately $1 million, or 0.6%.
Contract
Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $19 million, or 4.0%, in the first nine months of 2023 as compared to the same period in 2022. This decrease included a constant currency decrease of approximately $3 million, or 0.6%.
Selling, General and Administrative Expenses
Contract Sales & Medical Solutions’ selling, general and administrative expenses decreased $3 million, or 17.6%, in the third quarter of 2023 as compared to the same period in 2022, which included a constant currency decrease of approximately $2 million, or 11.8%.
Contract Sales & Medical Solutions’ selling, general and administrative expenses decreased $5 million, or 10.4%, in the first nine months of 2023 as compared to the same period in 2022, which included a constant currency decrease of approximately $4 million, or 8.3%.
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 $1,224 million as of September 30, 2023 ($406 million of which was in the United States), an increase from $1,216 million as of December 31, 2022.
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 July 31, 2023, our Board of Directors increased the stock repurchase authorization under our equity repurchase program (the "Repurchase Program") with respect to the repurchase of our common stock by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $11,725 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.
During the nine months ended September 30, 2023, we repurchased 3.9 million shares of our common stock for $763 million under the Repurchase Program. As of September 30, 2023, we had remaining authorization to repurchase up to $2,592 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.
Debt
As of September 30, 2023, we had $13,689 million of total indebtedness, excluding $1,745 million of additional available borrowings under our revolving credit facility. Our
long-term debt arrangements contain customary restrictive covenants and, as of September 30, 2023, we believe we were in compliance with our restrictive covenants in all material respects.
As of September 30, 2023, our Fifth Amended and Restated Credit Agreement provided financing through the senior secured credit facilities of up to $7,998 million, which consisted of $6,248 million principal amounts of debt outstanding, and $1,745 million of available borrowing capacity on the
revolving credit facility and standby letters of credit.
On April 17, 2023, we increased the capacity of our senior secured revolving credit facility by $500 million U.S. dollars, bringing the total capacity of the revolving credit facility to $2,000 million.
Senior Notes
On May 23, 2023, we completed the issuance and sale of $750 million in gross proceeds of 5.700% senior secured notes due 2028 (the “Senior Secured Notes”) and $500 million in gross proceeds of 6.500% senior notes due 2030 (the “Senior Notes” and, together with the Senior Secured Notes, the “Notes”). The net proceeds from the notes offering were used to repay existing borrowings under our revolving credit facility and to pay fees and expenses related
to the Notes offering. See Note 7 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details regarding our credit arrangements.
Receivables Financing Facility
As of September 30, 2023, no additional amounts of revolving loan commitments were available under the receivables financing facility.
Cash provided by operating activities decreased $298 million during the first nine months of 2023 as compared to the same period in 2022. The decrease was due to a decrease in cash from other operating assets and liabilities ($121 million), unearned
income ($95 million), accounts receivable and unbilled services ($58 million) and from cash-related net income ($24 million).
Cash Flow from Investing Activities
Nine Months Ended September 30,
(in millions)
2023
2022
Net cash
used in investing activities
$
(1,391)
$
(1,529)
Cash used in investing activities decreased $138 million during the first nine months of 2023 as compared to the same period in 2022, primarily driven by less cash used for acquisitions of businesses ($143 million) and acquisitions of property, equipment and software ($33 million), offset by more cash used in investments in debt and equity securities ($36 million) and investments in unconsolidated affiliates, net ($2 million).
Cash Flow from Financing Activities
Nine
Months Ended September 30,
(in millions)
2023
2022
Net cash provided by (used in) financing activities
$
38
$
(136)
Cash provided by financing activities increased $174 million during the first nine months of 2023 as compared to the same period in 2022, primarily due to a decrease in cash used to repurchase common stock ($340 million) and cash payments related
to employee stock option plans ($12 million), offset by an increase in cash payments on revolving credit facilities, net of proceeds ($75 million), contingent consideration and deferred purchase price accruals ($57 million), debt and principal payments on finance leases ($32 million) and debt issuance costs ($14 million).
We do not have any material off-balance sheet arrangements.
Contractual
Obligations and Commitments
We have various contractual obligations, which are recorded as liabilities in our consolidated financial statements.
There have been no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in our 2022 Form 10-K.
Application of Critical Accounting Policies
There have been no material changes to our critical accounting policies as previously disclosed in our 2022 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our 2022 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this
Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are party to legal proceedings incidental to our business. While the outcome of these matters could differ from management’s expectations, we do not believe that the resolution of these matters is reasonably likely to have a material adverse effect to our financial statements.
Information pertaining to legal proceedings can be found in Note 8 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and is incorporated by reference herein.
Item 1A.
Risk Factors
For a discussion of the risks relating to our business, see Part I—Item 1A—“Risk Factors” of our 2022 Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2022 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
Not applicable.
Use of Proceeds from Registered Securities
Not applicable.
Purchases of Equity Securities by the Issuer
On October
30, 2013, the Company's Board of Directors (the "Board") approved an equity repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $125 million of our 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, and $2.0 billion in 2015, 2016, 2017, 2018, 2019, and 2022, respectively. On July 31, 2023, the Board increased the stock repurchase authorization under the Repurchase Program by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $11,725 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 September 30, 2023, we have repurchased a total
of $9,133 million of our securities under the Repurchase Program.
During the nine months ended September 30, 2023, we repurchased 3.9 million shares of our common stock for $763 million under the Repurchase Program. See Note 9 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details regarding the Repurchase Program.
As of September 30, 2023, we had remaining authorization to repurchase up to $2,592 million of our common stock under the Repurchase Program.
Since the merger between Quintiles and IMS Health, we have repurchased 77.0 million shares of our common stock at an average market price per share of $113.80 for an aggregate purchase price of $8,759 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 Quintiles IMS 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 program activity for the three months ended September 30, 2023 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program.
(in millions, except per share data)
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 the third quarter of 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of IQVIA Holdings Inc. iiadopted/ or iiterminated/
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.
Interactive
Data Files Pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Statements of Income (unaudited), (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited), (iii) Condensed Consolidated Balance Sheets (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited), (v) Condensed Consolidated Statements of Stockholders’ Equity (unaudited) and (vi) Notes to Condensed Consolidated Financial Statements (unaudited). 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.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on November 1, 2023.
