IQVIA HOLDINGS INC. (IQV)
SIC breadcrumb: Services > SIC Major Group 87 > SIC 8731 Services-Commercial Physical & Biological Research
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1478242. Latest filing source: 0001628280-26-008322.
Informational only - descriptive public-record data, not investment advice.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 16,310,000,000 | USD | 2025 | 2026-02-17 |
| Net income | 1,360,000,000 | USD | 2025 | 2026-02-17 |
| Assets | 29,944,000,000 | USD | 2025 | 2026-02-17 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001478242.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 6,815,000,000 | 9,702,000,000 | 10,412,000,000 | 11,088,000,000 | 11,359,000,000 | 13,874,000,000 | 14,410,000,000 | 14,984,000,000 | 15,405,000,000 | 16,310,000,000 | ||
| Net income | 72,000,000 | 1,277,000,000 | 259,000,000 | 191,000,000 | 279,000,000 | 966,000,000 | 1,091,000,000 | 1,358,000,000 | 1,373,000,000 | 1,360,000,000 | ||
| Operating income | 576,000,000 | 665,000,000 | 741,000,000 | 777,000,000 | 731,000,000 | 1,393,000,000 | 1,799,000,000 | 1,977,000,000 | 2,202,000,000 | 2,182,000,000 | ||
| Diluted EPS | 0.47 | 5.74 | 1.24 | 0.96 | 1.43 | 4.95 | 5.72 | 7.29 | 7.49 | 7.84 | ||
| Operating cash flow | 860,000,000 | 970,000,000 | 1,254,000,000 | 1,417,000,000 | 1,959,000,000 | 2,942,000,000 | 2,260,000,000 | 2,149,000,000 | 2,716,000,000 | 2,654,000,000 | ||
| Capital expenditures | 164,000,000 | 369,000,000 | 459,000,000 | 582,000,000 | 616,000,000 | 640,000,000 | 674,000,000 | 649,000,000 | 602,000,000 | 603,000,000 | ||
| Share buybacks | 1,097,000,000 | 2,620,000,000 | 1,405,000,000 | 949,000,000 | 447,000,000 | 406,000,000 | 1,168,000,000 | 992,000,000 | 1,350,000,000 | 1,244,000,000 | ||
| Assets | 21,208,000,000 | 22,857,000,000 | 22,549,000,000 | 23,251,000,000 | 24,564,000,000 | 24,689,000,000 | 25,337,000,000 | 26,681,000,000 | 26,899,000,000 | 29,944,000,000 | ||
| Liabilities | 12,348,000,000 | 14,613,000,000 | 15,595,000,000 | 16,988,000,000 | 18,284,000,000 | 18,647,000,000 | 19,572,000,000 | 20,569,000,000 | 20,832,000,000 | 23,314,000,000 | ||
| Stockholders' equity | -704,061,000 | -564,000,000 | 8,633,000,000 | 7,995,000,000 | 6,714,000,000 | 6,003,000,000 | 6,001,000,000 | 6,042,000,000 | 6,067,000,000 | 6,503,000,000 | ||
| Cash and cash equivalents | 1,198,000,000 | 959,000,000 | 891,000,000 | 837,000,000 | 1,814,000,000 | 1,366,000,000 | 1,216,000,000 | 1,376,000,000 | 1,702,000,000 | 1,980,000,000 | ||
| Free cash flow | 696,000,000 | 601,000,000 | 795,000,000 | 835,000,000 | 1,343,000,000 | 2,302,000,000 | 1,586,000,000 | 1,500,000,000 | 2,114,000,000 | 2,051,000,000 |
Ratios
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 1.06% | 13.16% | 2.49% | 1.72% | 2.46% | 6.96% | 7.57% | 9.06% | 8.91% | 8.34% | ||
| Operating margin | 8.45% | 6.85% | 7.12% | 7.01% | 6.44% | 10.04% | 12.48% | 13.19% | 14.29% | 13.38% | ||
| Return on equity | 0.83% | 15.97% | 3.86% | 3.18% | 4.65% | 15.99% | 22.63% | 20.91% | ||||
| Return on assets | 0.34% | 5.59% | 1.15% | 0.82% | 1.14% | 3.91% | 4.31% | 5.09% | 5.10% | 4.54% | ||
| Liabilities / equity | 1.43 | 1.83 | 2.32 | 2.83 | 3.05 | 3.09 | 3.43 | 3.59 | ||||
| Current ratio | 1.23 | 1.13 | 1.10 | 1.05 | 1.12 | 0.91 | 0.89 | 0.86 | 0.84 | 0.75 |
Financial Charts
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001478242.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 1.34 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.49 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 1.53 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 3,728,000,000 | 297,000,000 | 1.59 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 3,736,000,000 | 303,000,000 | 1.63 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 3,868,000,000 | 469,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 3,737,000,000 | 288,000,000 | 1.56 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 3,814,000,000 | 363,000,000 | 1.97 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 3,896,000,000 | 285,000,000 | 1.55 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 3,958,000,000 | 437,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 3,829,000,000 | 249,000,000 | 1.40 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 4,017,000,000 | 266,000,000 | 1.54 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 4,100,000,000 | 331,000,000 | 1.93 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 4,364,000,000 | 514,000,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 4,151,000,000 | 274,000,000 | 1.61 | reported discrete quarter |
Quarterly Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-030675.
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, 2025 (our “2025 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, that business disruptions caused by natural disasters, pandemics, and the public health policy responses to the outbreak, international conflict or other disruptions outside of our control; most of our contracts may be terminated on short notice, and we may lose or experience delays with large client contracts or be unable to enter into new contracts; the market for our services may not grow as we expect; we may be unable to successfully develop and market new services or enter new markets; imposition of restrictions on our use of data by data suppliers or their refusal to license data to us; any failure by us to comply with contractual, regulatory or ethical requirements under our contracts, including current or future changes to data protection and privacy laws; breaches or misuse of our or our outsourcing partners’ security or communications systems; failure to meet our productivity or business transformation objectives; failure to successfully invest in growth opportunities; our ability to protect our intellectual property rights and our susceptibility to claims by others that we are infringing on their intellectual property rights; the expiration or inability to acquire third party licenses for technology or intellectual property; any failure by us to accurately and timely price and formulate cost estimates for contracts, or to document change orders; hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements; the rate at which our backlog converts to revenues; our ability to acquire, develop and implement technology necessary for our business; consolidation in the industries in which our clients operate; risks related to client or therapeutic concentration; government regulators or our customers may limit the number or scope of indications for medicines and treatments or withdraw products from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; the risks associated with operating on a global basis, including currency or exchange rate fluctuations and legal compliance, including anti-corruption laws; risks related to the enactment of legislation or the imposition of regulations or other restrictions or actions by governments that create business uncertainty and have the potential to limit trade; 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. In addition, we may not achieve the expected benefits of our reorganized business segment structure. For a further discussion of the risks relating to our business, see Part I—Item 1A—“Risk Factors” in our 2025 Form 10-K, as updated in our subsequently filed Quarterly Reports on Form 10-Q.
21
Table of contents
Overview
IQVIA is a leading global provider of clinical research services, commercial insights and healthcare intelligence to the life sciences and healthcare industries. IQVIA’s portfolio of solutions are powered by IQVIA Connected Intelligence™ to deliver actionable insights and services built on high-quality health data, Healthcare-grade AI®, advanced analytics, the latest technologies and extensive domain expertise. We are committed to using artificial intelligence responsibly, with AI-powered capabilities built on best-in-class approaches to privacy, regulatory compliance and patient safety, and delivering AI to the high standards of trust, scalability and precision demanded by the industry. With approximately 93,000 employees in over 100 countries, including experts in healthcare, life sciences, data science, technology and operational excellence, we are dedicated to accelerating the development and commercialization of innovative medical treatments to help improve patient outcomes and population health worldwide.
We are a global leader in protecting individual patient privacy. We use a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. Our insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures.
We were previously managed through three reportable segments, Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. Effective January 1, 2026, we updated our segment reporting to align with industry evolution, our updated operating model, and how internal reporting is provided to the chief operating decision maker ("CODM"). As a result, the Contract Sales & Medical Solutions segment, which had become more closely related operationally to the Technology & Analytics Solutions segment commercial offerings, was incorporated into the Technology & Analytics Solutions segment, which was renamed Commercial Solutions. Additionally, Real-World Late Phase and certain other Real-World offerings that had become more closely related operationally to the clinical research business, were moved from the Technology & Analytics Solutions segment to the Research & Development Solutions segment.
We are now managed through two reportable segments: Commercial Solutions and Research & Development Solutions. Commercial Solutions provides mission critical information, advanced analytics, technology solutions, health care provider services (including contract sales), and patient engagement services to the Company’s life science clients. Research & Development Solutions, which primarily serves biopharmaceutical customers, provides outsourced clinical research, clinical trial and real-world research related services.
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.
22
Table of contents
Foreign Currency Translation
In the first three months of 2026, 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 are wholly attributable to the effects of foreign currency rate fluctuations.
Consolidated Results of Operations
For information regarding our results of operations for Commercial Solutions and Research & Development Solutions, refer to “Segment Results of Operations” later in this section.
Revenues
[[GREPCENT_TABLE]]
[["","","Three Months Ended March 31,","","Change"],["(in millions)","","2026","","2025","","$","","%"],[
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
49
Overview
IQVIA is a leading global provider of clinical research services, commercial insights and healthcare intelligence to the life sciences and healthcare industries. IQVIA’s portfolio of solutions are powered by IQVIA Connected Intelligence™ to deliver actionable insights and services built on high-quality health data, Healthcare-grade AI®, advanced analytics, the latest technologies and extensive domain expertise. We are committed to using artificial intelligence ("AI") responsibly, with AI-powered capabilities built on best-in-class approaches to privacy, regulatory compliance and patient safety, and delivering AI to the high standards of trust, scalability and precision demanded by the industry. With approximately 93,000 employees in over 100 countries, including experts in healthcare, life sciences, data science, technology and operational excellence, IQVIA is dedicated to accelerating the development and commercialization of innovative medical treatments to help improve patient outcomes and population health worldwide.
We are managed through three reportable segments: Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial services. Contract Sales & Medical Solutions provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.
Effective January 1, 2026, we will be updating our segment reporting to align with industry evolution, our updated operating model, and how internal reporting will be provided to the chief operating decision maker. As a result, the Contract Sales & Medical Solutions segment, which has become more closely related operationally to the Technology & Analytics Solutions segment commercial offerings, will be incorporated into the Technology & Analytics Solutions segment, which is renamed Commercial Solutions. Additionally, Real-World Late Phase and certain other Real-World offerings that have become more closely related operationally to the clinical research business, will be moved from the Technology & Analytics Solutions segment to the Research & Development Solutions segment. We will reflect the recast of segment information on this basis beginning with our Form 10-Q for the three months ended March 31, 2026.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business.”
We delivered solid results in 2025, navigating a year of industry uncertainty resulting from a variety of macroeconomic factors that together slowed customer decision-making. Our Technology & Analytics Solutions business continued its growth trajectory, with revenue increasing 7.6% over 2024. While our Research & Development Solutions segment has been impacted by client cautiousness, we grew full-year revenue 4.3% over 2024, driven by improved growth rates in the second half of the year. We achieved $2,654 million of cash flows from operating activities, and invested $1,714 million, net of cash, to acquire businesses that will strengthen and expand our offerings moving forward, including acquisitions in all three reportable segments.
We ended the year with total company remaining performance obligations of approximately $34.2 billion as of December 31, 2025.
We continue to maintain strong liquidity. As of December 31, 2025, cash and cash equivalents were $1,980 million and we had $800 million drawn under our $2,000 million revolving credit facility. As of December 31, 2025, we were in compliance with the financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity.”
Business Combinations
We have completed, and will continue to consider, strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, 2025 and 2024. These transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated financial information since their respective closing dates. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
50
Sources of Revenues
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 2025, approximately 30% of our revenues were denominated in currencies other than the United States dollar, which represents approximately 60 currencies. Because a large portion of our revenues and expenses are denominated in foreign currencies and our financial statements are reported in United States dollars, changes in foreign currency exchange rates can significantly affect our results of operations. The revenues and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States dollars for purposes of reporting our consolidated results. As a result, we believe that reporting results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of period to period comparisons. This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results. As such, the differences noted below between reported results of operations and constant currency information is wholly attributable to the effects of foreign currency rate fluctuations.
Consolidated Results of Operations
For information regarding our results of operations for our Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions segments, refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for 2024 and 2023, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 13, 2025.
Revenues
| Year Ended December 31, | Change | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||||||||
| (dollars in millions) | 2025 | 2024 | 2023 | $ | % | $ | % | |||||||||||||||||||
| Revenues | $ | 16,310 | $ | 15,405 | $ | 14,984 | $ | 905 | 5.9 | % | $ | 421 | 2.8 | % |
2025 compared to 2024
In 2025, our revenues increased $905 million, or 5.9%, as compared to 2024. This increase was comprised of constant currency revenue growth of approximately $737 million, or 4.8%, reflecting a $380 million increase in Technology & Analytics Solutions, a $298 million increase in Research & Development Solutions, and a $59 million increase in Contract Sales & Medical Solutions.
51
Cost of Revenues, exclusive of Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | ||||||||
| Cost of revenues, exclusive of depreciation and amortization | $ | 10,880 | $ | 10,030 | $ | 9,745 | |||||
| % of revenues | 66.7 | % | 65.1 | % | 65.0 | % |
2025 compared to 2024
When compared to 2024, cost of revenues, exclusive of depreciation and amortization, increased $850 million in 2025, or 8.5%. This increase included a constant currency increase of approximately $790 million, or 7.9%, comprised of a $315 million increase in Technology & Analytics Solutions, a $416 million increase in Research & Development Solutions, and a $59 million increase in Contract Sales & Medical Solutions.
Selling, General and Administrative Expenses
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | ||||||||
| Selling, general and administrative expenses | $ | 1,999 | $ | 1,992 | $ | 2,053 | |||||
| % of revenues | 12.3 | % | 12.9 | % | 13.7 | % |
2025 compared to 2024
The $7 million increase in selling, general and administrative expenses in 2025 as compared to 2024 included a constant currency decrease of approximately $7 million, or 0.4%, comprised of a $26 million increase in Technology & Analytics Solutions, an $18 million increase in Research & Development Solutions, and no constant currency change in Contract Sales & Medical Solutions, offset by a $51 million decrease in general corporate and unallocated expenses.
Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | ||||||||
| Depreciation and amortization | $ | 1,144 | $ | 1,114 | $ | 1,125 | |||||
| % of revenues | 7.0 | % | 7.2 | % | 7.5 | % |
The $30 million increase in depreciation and amortization in 2025 as compared to 2024 was primarily the result of an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2024 and 2025, offset by less amortization of certain intangible assets from the merger between Quintiles and IMS Health.
Restructuring Costs
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Restructuring costs | $ | 105 | $ | 67 | $ | 84 |
The restructuring costs incurred were due to ongoing efforts to streamline our global operations and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These restructuring actions are expected to occur throughout 2026 and are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements.
52
Interest Income and Interest Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Interest income | $ | (45) | $ | (47) | $ | (36) | |||||
| Interest expense | $ | 729 | $ | 670 | $ | 672 |
Interest income included interest received primarily from bank balances and investments. The decrease in 2025 as compared to 2024 is primarily a result of lower deposit rates.
Interest expense during 2025 increased compared to 2024 as a result of higher outstanding debt balances.
Loss on Extinguishment of Debt
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Loss on extinguishment of debt | $ | 6 | $ | — | $ | 6 |
In 2025 and 2023 we recognized a loss on extinguishment of debt of $6 million for fees and expenses incurred related to the refinancings of our Credit Agreement. No such activity occurred in 2024.
Other Income, Net
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Other income, net | $ | (99) | $ | (90) | $ | (124) |
Other income, net for 2025 increased compared to 2024 primarily due to fair value related adjustments on investments offset by losses on foreign currency transactions.
Income Tax Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | ||||||||
| Income tax expense | $ | 252 | $ | 301 | $ | 101 | |||||
| Effective income tax rate | 15.8 | % | 18.0 | % | 6.9 | % |
Our effective income tax rate for 2025 was favorably impacted due to changes in the geographic mix of earnings amongst the United States and foreign tax jurisdictions, compared to our effective income tax rate for 2024.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act ("OBBBA"), which includes several changes to U.S. federal income tax law, including the temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. The impacts of the OBBBA did not have a material impact on the 2025 consolidated financial statements, however we will continue to evaluate impacts to future periods.
On December 12, 2022, the European Union member states agreed to implement the Organization for Economic Co-operation and Development’s (“OECD”) Pillar Two global corporate minimum tax, which establishes a 15% minimum effective tax rate for multinational enterprises with consolidated revenues of at least €750 million. Certain components of Pillar Two became effective in various jurisdictions beginning in 2024. We have continued to evaluate the effects of Pillar Two through the end of 2025 and concluded that its adoption did not have a material impact on our consolidated financial statements for the periods presented. On January 5, 2026, the OECD Inclusive Framework released Administrative Guidance introducing a "side-by-side" safe harbor regime, under which U.S. parented multinational groups may be excluded from Pillar Two's Income Inclusion Rule ("IIR") and Undertaxed Profits Rule ("UTPR"), in recognition of the U.S. tax system's existing minimum tax framework. We will continue to monitor and evaluate this administrative guidance in the context of jurisdictions that adopt it. Based on our current analysis, this guidance does not change our conclusion regarding the absence of a material impact for the current year.
53
Equity in Earnings of Unconsolidated Affiliates
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Equity in earnings of unconsolidated affiliates | $ | 22 | $ | 5 | $ | — |
Equity in earnings of unconsolidated affiliates increased in 2025 compared to 2024 due to the results in the operations of our unconsolidated affiliates.
Segment Results of Operations
Revenues and profit by segment are as follows:
| Segment Revenues | Segment Profit | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||
| Technology & Analytics Solutions | $ | 6,626 | $ | 6,160 | $ | 5,862 | $ | 1,595 | $ | 1,522 | $ | 1,490 | |||||||||||
| Research & Development Solutions | 8,896 | 8,527 | 8,395 | 1,873 | 1,948 | 1,915 | |||||||||||||||||
| Contract Sales & Medical Solutions | 788 | 718 | 727 | 48 | 47 | 49 | |||||||||||||||||
| Total | 16,310 | 15,405 | 14,984 | 3,516 | 3,517 | 3,454 | |||||||||||||||||
| General corporate and unallocated expenses | (85) | (134) | (268) | ||||||||||||||||||||
| Depreciation and amortization | (1,144) | (1,114) | (1,125) | ||||||||||||||||||||
| Restructuring costs | (105) | (67) | (84) | ||||||||||||||||||||
| Consolidated | $ | 16,310 | $ | 15,405 | $ | 14,984 | $ | 2,182 | $ | 2,202 | $ | 1,977 |
Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions, as well as certain general corporate and unallocated expenses. We also do not allocate restructuring costs, depreciation and amortization, or impairment charges, if any, to our segments.
Technology & Analytics Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||
| Revenues | $ | 6,626 | $ | 6,160 | $ | 5,862 | $ | 466 | 7.6% | $ | 298 | 5.1% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 4,076 | 3,721 | 3,496 | 355 | 9.5 | 225 | 6.4 | |||||||||||||||||
| Selling, general and administrative expenses | 955 | 917 | 876 | 38 | 4.1 | 41 | 4.7 | |||||||||||||||||
| Segment profit | $ | 1,595 | $ | 1,522 | $ | 1,490 | $ | 73 | 4.8% | $ | 32 | 2.1% |
Revenues
2025 compared to 2024
Technology & Analytics Solutions’ revenues were $6,626 million in 2025, an increase of $466 million, or 7.6%, over 2024. This increase was comprised of constant currency revenue growth of approximately $380 million, or 6.2%, reflecting revenue growth primarily in the Americas and Europe and Africa regions, and to a lesser extent in the Asia-Pacific region. The constant currency revenue growth was primarily driven by an increase in Real-World services, as well as information and technology services.
54
Cost of Revenues, exclusive of Depreciation and Amortization
2025 compared to 2024
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $355 million, or 9.5%, in 2025 as compared to 2024. This increase included a constant currency increase of approximately $315 million, or 8.5%, reflecting primarily an increase in compensation and related expenses, and to a lesser extent increases in reimbursed expenses and costs of acquiring and processing data, all to support revenue growth.
Selling, General and Administrative Expenses
2025 compared to 2024
Technology & Analytics Solutions’ selling, general and administrative expenses increased $38 million, or 4.1%, in 2025 as compared to 2024. This increase included a constant currency increase of approximately $26 million, or 2.8%, reflecting an increase in compensation and related expenses, as well as IT-related expenses.
Research & Development Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||
| Revenues | $ | 8,896 | $ | 8,527 | $ | 8,395 | $ | 369 | 4.3% | $ | 132 | 1.6% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 6,124 | 5,698 | 5,629 | 426 | 7.5 | 69 | 1.2 | |||||||||||||||||
| Selling, general and administrative expenses | 899 | 881 | 851 | 18 | 2.0 | 30 | 3.5 | |||||||||||||||||
| Segment profit | $ | 1,873 | $ | 1,948 | $ | 1,915 | $ | (75) | (3.9)% | $ | 33 | 1.7% |
Backlog
Research & Development Solutions' contracted backlog increased from $31.1 billion as of December 31, 2024 to $32.7 billion as of December 31, 2025 and we expect approximately $8.3 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $29.7 billion as of December 31, 2023.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenues will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenues generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project. For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The relationship of backlog to revenues varies over time.”
Revenues
2025 compared to 2024
Research & Development Solutions’ revenues were $8,896 million in 2025, an increase of $369 million, or 4.3%, over 2024. This increase was comprised of constant currency revenue growth of approximately $298 million, or 3.5%, reflecting revenue growth in the Americas and Asia-Pacific regions. The constant currency revenue growth was primarily the result of volume-related increases in clinical services. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.
55
Cost of Revenues, exclusive of Depreciation and Amortization
2025 compared to 2024
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $426 million, or 7.5%, in 2025 as compared to 2024. This increase included a constant currency increase of approximately $416 million, or 7.3%, reflecting increases in reimbursed expenses, as well as compensation and related expenses, as a result of volume-related increases in clinical services.
Selling, General and Administrative Expenses
2025 compared to 2024
Research & Development Solutions’ selling, general and administrative expenses increased $18 million, or 2.0%, in 2025 as compared to 2024. This increase included a constant currency increase of approximately $18 million, or 2.0%, reflecting primarily an increase in compensation and related expenses.
Contract Sales & Medical Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||
| Revenues | $ | 788 | $ | 718 | $ | 727 | $ | 70 | 9.7% | $ | (9) | (1.2)% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 680 | 611 | 620 | 69 | 11.3 | (9) | (1.5) | |||||||||||||||||
| Selling, general and administrative expenses | 60 | 60 | 58 | — | — | 2 | 3.4 | |||||||||||||||||
| Segment profit | $ | 48 | $ | 47 | $ | 49 | $ | 1 | 2.1% | $ | (2) | (4.1)% |
Revenues
2025 compared to 2024
Contract Sales & Medical Solutions’ revenues were $788 million in 2025, an increase of $70 million, or 9.7%, over 2024. This increase included constant currency revenue growth of approximately $59 million, or 8.2%, reflecting revenue growth primarily in the Europe and Africa region and to a lesser extent in the Asia-Pacific region. The constant currency revenue growth was primarily due to volume-related increases in services performed.
Cost of Revenues, exclusive of Depreciation and Amortization
2025 compared to 2024
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $69 million, or 11.3%, in 2025 as compared to 2024. This increase included a constant currency increase of approximately $59 million, or 9.7%, reflecting primarily an increase in compensation and related expenses and to a lesser extent in reimbursed expenses.
Selling, General and Administrative Expenses
2025 compared to 2024
Contract Sales & Medical Solutions’ selling, general and administrative expenses in 2025 remained consistent with 2024.
56
Liquidity and Capital Resources
Overview
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, investments, debt service requirements, equity repurchases, adequacy of our revolving credit and receivables financing facilities, and access to the capital markets.
We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost-effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and expect to transfer cash from those subsidiaries to the United States and to other international subsidiaries when it is cost effective to do so.
We had a cash balance of $1,980 million as of December 31, 2025 ($686 million of which was in the United States), an increase from $1,702 million as of December 31, 2024.
Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our operating requirements, capital expenditures, contractual obligations, and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.
Equity Repurchase Program
On February 5, 2025, the Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $13,725 million. The Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.
As of December 31, 2025, we had remaining authorization to repurchase up to $1,769 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2025, we had $15,800 million of total indebtedness, excluding $1,195 million of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2025, we believe we were in compliance with our restrictive covenants in all material respects.
57
Senior Secured Credit Facilities
On December 9, 2025, we entered into an amendment to our Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) to (i) refinance (x) our Term A-1 Dollar Loans (as defined in the Credit Agreement) and our Term A-2 Dollar Loans (as defined in the Credit Agreement) into a new class of term A dollar loans, (y) our Term A Euro Loans (as defined in the Credit Agreement) into a new class of term A euro loans and (z) all current U.S. Revolving Credit Commitments, Japanese Revolving Credit Commitments and Swiss/Multicurrency Revolving Credit Commitments (each as defined in the Credit Agreement) into a new class of revolving credit commitments available in U.S. dollars, (ii) to reduce the interest rate applicable to term A loans denominated in U.S. dollars and revolving credit loans denominated in U.S. dollars by eliminating the term Secured Overnight Financing Rate ("SOFR") credit spread adjustment, and (iii) to release the Swiss Subsidiary Borrower and the Japanese Subsidiary Borrower (each as defined in the Credit Agreement) from all obligations as borrowers under and party to the Credit Agreement. In connection with this amendment, we recognized a $2 million loss on extinguishment of debt, which includes fees and related expenses.
On March 10, 2025, we entered into an amendment to our Credit Agreement to, among other changes, establish a new incremental Term B-5 dollar loan facility in an aggregate principal amount equal to $1,985 million (the “Incremental Term B-5 Dollar Facility”). Proceeds of the Incremental Term B-5 Dollar Facility were applied to (a) refinance the existing Term B-4 dollar loans and (b) repay in full the existing Term B-2 Euro loans. The interest rates for borrowings under the Incremental Term B-5 Dollar Facility are based on the SOFR plus an applicable margin of 1.75% per annum. In connection with this amendment, we recognized a $4 million loss on extinguishment of debt, which includes fees and related expenses..
As of December 31, 2025, the Credit Agreement provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,412 million, which consisted of $5,217 million principal amounts of debt outstanding and $1,195 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is comprised of a $2,000 million senior secured revolving facility available in U.S. dollars. The revolving credit facility under the Credit Agreement matures in December 2030, the term A loans mature in December 2030, while the term B loans under the Credit Agreement mature in 2031. We are required to make scheduled quarterly payments on the term A loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. The US dollars term B loan requires us to make scheduled quarterly payments equal to 0.25% of the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Senior Secured Notes and Senior Notes
On June 4, 2025, IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of the Company, completed the issuance and sale of $2,000 million in gross proceeds of 6.250% senior notes due 2032 (the “Senior Notes”). The Senior Notes were issued pursuant to an Indenture, dated June 4, 2025, 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 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 Senior Notes offering, with any excess proceeds used for general corporate purposes.
During the twelve months ended December 31, 2025, our Euro denominated 2.875% Senior Notes due 2025 matured and were repaid.
For information regarding the senior secured notes and senior notes, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
58
Receivables Financing Facility
For information regarding the receivables financing facility, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. As of December 31, 2025, no additional amounts of revolving loan commitments were available under the receivables financing facility.
Years ended December 31, 2025, 2024 and 2023
Cash Flow from Operating Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Net cash provided by operating activities | $ | 2,654 | $ | 2,716 | $ | 2,149 |
2025 compared to 2024
Cash provided by operating activities decreased $62 million in 2025 as compared to 2024. The decrease is primarily due to more cash used for accounts payable and accrued expenses ($211 million), more cash used for income tax and other payables ($144 million), a decrease in cash from accounts receivable and unbilled services ($122 million), and a decrease in cash-related net income ($29 million), offset by more cash from unearned income ($233 million), and less cash used for prepaid expenses and other assets ($211 million), which includes $42 million in cash received during 2025 related to the termination of our previous cross-currency swaps.
Cash Flow from Investing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Net cash used in investing activities | $ | (2,305) | $ | (1,444) | $ | (1,603) |
2025 compared to 2024
Cash used in investing activities increased $861 million in 2025 as compared to 2024, primarily due to more cash used for the acquisition of businesses, net of cash acquired ($979 million), more cash used for investments in debt and equity securities ($18 million), more cash used for other investing activities ($3 million), and more cash used for the acquisition of property, equipment, and software ($1 million), offset by less cash used for investments in unconsolidated affiliates, net ($88 million), more cash received from sale of property, equipment and software ($50 million), and cash from marketable securities ($2 million).
Cash Flow from Financing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Net cash used in financing activities | $ | (150) | $ | (878) | $ | (382) |
2025 compared to 2024
Cash used in financing activities decreased $728 million in 2025 as compared to 2024, primarily due to more debt payments ($5,021 million), more cash used in repayments of revolving credit facilities, net of proceeds ($750 million), more cash payments on contingent consideration and deferred purchase price accruals ($17 million), more cash used for other financing activities ($11 million), and more cash payments related to employee stock option plans ($3 million), offset by more cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($6,424 million), and less cash used to repurchase common stock ($106 million).
59
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our accruals are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.
Information about our Guarantors and the Issuer of our Guaranteed Securities
IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of IQVIA Holdings Inc., completed the issuance and sale of $1,250 million in gross proceeds of the Issuer’s 6.250% senior secured notes due 2029 (the “2029 Senior Secured Notes”) on November 28, 2023, and completed the issuance and sale of $750 million in gross proceeds of the Issuer’s 5.700% senior secured notes due 2028 (the “2028 Senior Secured Notes”) on May 23, 2023.
In February 2024, the Issuer completed an exchange offer in which it issued $1,250 million aggregate principal amount of 6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”) and $750 million aggregate principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes” and, together with the 2029 Registered Notes, the 2029 Senior Secured Notes, and the 2028 Senior Secured Notes, the “Notes”) in exchange for the same principal amount and substantially identical terms of the 2029 Senior Secured Notes and 2028 Senior Secured Notes, respectively.
The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the Notes.
The following presents the summarized financial information on a combined basis for IQVIA Holdings Inc. (parent company), IQVIA Inc. (issuer of the guaranteed obligations) and the Guarantor subsidiaries, which are collectively referred to as the “obligated group.”
Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2025 and December 31, 2024. Refer to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of December 31, 2025.
The guarantee of a Guarantor subsidiary with respect to the Notes will be automatically and unconditionally released and discharged and shall terminate and be of no further force and effect, and no further action by such Guarantor subsidiary, the Issuer, or U.S. Bank Trust Company, National Association, as trustee, be required upon the occurrence of any of the following:
a.any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the capital stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;
60
b.the release or discharge of the guarantee by such Guarantor of indebtedness under the senior secured term loan facilities and the senior secured revolving credit facilities under that certain Fifth Amended and Restated Credit Agreement, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 of the Indenture);
c.the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture;
d.the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII of the Indenture or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of this Indenture;
e.the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or
f.as described in Article IX of the Indenture.
Summarized Combined Financial Information of the Issuer and Guarantors:
Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due to non-Guarantor subsidiaries and related parties, if any, have been presented in separate line items.
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Financial Position of the obligated group as of:
| (in millions) | December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|
| Total current assets (excluding amounts due from subsidiaries that are non-Guarantors) | $ | 1,012 | $ | 935 | |||
| Total noncurrent assets | $ | 11,876 | $ | 10,937 | |||
| Amounts due from subsidiaries that are non-Guarantors | $ | 4,488 | $ | 4,952 | |||
| Total current liabilities | $ | 5,053 | $ | 3,792 | |||
| Total noncurrent liabilities | $ | 13,324 | $ | 12,333 | |||
| Amounts due to subsidiaries that are non-Guarantors | $ | 6,672 | $ | 6,341 |
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Operations of the obligated group:
| Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2023 | ||||||||
| Net revenues | $ | 7,137 | $ | 6,661 | $ | 6,299 | |||||
| Costs and expenses applicable to net revenues | $ | 4,630 | $ | 4,145 | $ | 4,190 | |||||
| Income from operations | $ | 1,276 | $ | 1,259 | $ | 912 | |||||
| Net income | $ | 286 | $ | 554 | $ | 86 |
61
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2025:
| (in millions) | 2026 | 2027-2028 | 2029-2030 | Thereafter | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt, including interest (1) | $ | 2,556 | $ | 5,521 | $ | 6,395 | $ | 4,055 | $ | 18,527 | |||||||||
| Operating leases | 107 | 141 | 64 | 51 | 363 | ||||||||||||||
| Finance leases | 13 | 28 | 29 | 256 | 326 | ||||||||||||||
| Data acquisition | 651 | 751 | 103 | 37 | 1,542 | ||||||||||||||
| Purchase obligations (2) | 86 | 123 | 70 | 5 | 284 | ||||||||||||||
| Commitments to unconsolidated affiliates (3) | — | — | — | — | — | ||||||||||||||
| Benefit obligations (4) | 34 | 37 | 40 | 113 | 224 | ||||||||||||||
| Uncertain income tax positions (5) | 11 | 33 | 14 | — | 58 | ||||||||||||||
| Total | $ | 3,458 | $ | 6,634 | $ | 6,715 | $ | 4,517 | $ | 21,324 |
(1) Interest payments on our debt are based on the interest rates in effect as of December 31, 2025.
(2) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions.
(3) We are currently committed to invest $752 million in private equity funds. As of December 31, 2025, we have funded approximately $339 million of these commitments and we have approximately $413 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.
(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2026 for our funded pension benefit plans. We made cash contributions totaling approximately $32 million to our defined benefit plans in 2025, and we estimate that we will make contributions totaling approximately $34 million to our defined benefit plans in 2026. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2026.
(5) As of December 31, 2025, our liability related to uncertain income tax positions was approximately $170 million, $112 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
62
Revenue Recognition
The majority of our contracts within the Research & Development Solutions segment are service contracts for clinical research that represent a single performance obligation. We provide a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenues over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for our clinical monitors). This cost-based method of revenue recognition requires us to make estimates of costs to complete our projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days' notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract. A hypothetical increase of one percent in the estimated costs to complete these service contracts as of December 31, 2025 could have resulted in approximately a one percent reduction in total revenues for the year ended December 31, 2025, whereas, a hypothetical decrease of one percent could have resulted in a one percent increase in total revenues.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to Global Intangible Low-Taxed Income (“GILTI”) and Qualified Domestic Minimum Top-up Taxes ("QDMTT") in relation to the Organization for Economic Co-operation and Development's ("OECD") Pillar Two global corporate minimum tax rate of 15%, as period costs when and if incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, will be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any noncontrolling interests in the acquiree are recorded at their estimated fair values on the date of the acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired, liabilities assumed and noncontrolling interests including expected future cash flows and discount rates that reflect the risk associated with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31.
63
For the year ended December 31, 2025, we performed a qualitative impairment evaluation. The qualitative evaluation requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events.
For the years ended December 31, 2025, 2024 and 2023, we determined that there was no impairment of goodwill.
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In developing our assumptions, we take into account the following:
•We calculate expected volatility based on an analysis of the historical volatility of our stock since the Merger in October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical information is available;
•We determine the risk-free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of grant;
•We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•We estimate the average expected life of the award based on our historical experience; and
•We estimate forfeitures based on our historical analysis of actual forfeitures.
We account for our stock-based compensation for performance awards related to compound annual earnings per share (“EPS”) growth over a three year period based on the closing market price of our common stock on the date of grant, and for performance awards related to relative total shareholder return (“TSR”) based on a Monte Carlo simulation model. We record the expense amount of the EPS awards based on our estimates of the likelihood that the various performance targets will be achieved. The estimates are assessed on a quarterly basis. For the TSR awards we record the expense amount evenly over the service period.
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans. The determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
64
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001478242-25-000045.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
49
Overview
IQVIA is a leading global provider of clinical research services, commercial insights and healthcare intelligence to the life sciences and healthcare industries. IQVIA’s portfolio of solutions are powered by IQVIA Connected Intelligence™ to deliver actionable insights and services built on high-quality health data, Healthcare-grade AI™, advanced analytics, the latest technologies and extensive domain expertise. We are committed to using AI responsibly, ensuring that our AI-powered capabilities are grounded in privacy, regulatory compliance, and patient safety. With approximately 88,000 employees in over 100 countries, including experts in healthcare, life sciences, data science, technology and operational excellence, IQVIA is dedicated to accelerating the development and commercialization of innovative medical treatments to help improve patient outcomes and population health worldwide.
We are managed through three reportable segments: Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial services. Contract Sales & Medical Solutions provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business.”
We delivered another year of strong operating results in 2024 with our income from operations increasing over 11 percent and our cash flow from operating activities increasing over 26 percent from 2023. Our Technology & Analytics Solutions segment revenues and profit growth improved in the second half of the year as we captured opportunities relating to our clients increasing their spending. Our Research & Development Solutions segment also produced revenues and segment profit growth in 2024. Although we faced some challenges in our Research & Development Solutions segment in the latter half of 2024, and while we anticipate some of these challenges will persist into 2025, we consider these to be more short-term in nature. This segment overall is a long-cycle business.
We ended the year with our highest ever total company remaining performance obligations of approximately $33.5 billion as of December 31, 2024.
While we experienced a decline in COVID-19 related work in 2024 versus 2023, overall COVID-19 related work was not material to operations. As of December 31, 2024, COVID-19 related work did not represent a material amount of our remaining performance obligations.
We continue to maintain strong liquidity. As of December 31, 2024, cash and cash equivalents were $1,702 million and we had $825 million drawn under our $2,000 million revolving credit facility. As of December 31, 2024, we were in compliance with the financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity.”
Business Combinations
We have completed and will continue to consider strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, 2024 and 2023. These transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated financial information since their respective closing dates. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
Sources of Revenues
Total revenues are comprised of revenues from the provision of our services. We do not have any material product revenues.
50
Costs and Expenses
Our costs and expenses are comprised primarily of our cost of revenues including reimbursed expenses and selling, general and administrative expenses. Cost of revenues includes compensation and benefits for billable employees and personnel involved in production, trial monitoring, data management and delivery, and the costs of acquiring and processing data for our information offerings; costs of staff directly involved with delivering technology-related services offerings and engagements, related accommodations and the costs of data purchased specifically for technology services engagements; and other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses. Reimbursed expenses, which are included in cost of revenues, are comprised principally of payments to investigators who oversee clinical trials and travel expenses for our clinical monitors and sales representatives. Selling, general and administrative expenses include costs related to sales, marketing and administrative functions (including human resources, legal, finance, quality assurance, compliance and general management) for compensation and benefits, travel, professional services, training and expenses for information technology and facilities. We also incur costs and expenses associated with depreciation and amortization.
Foreign Currency Translation
In 2024, approximately 30% of our revenues were denominated in currencies other than the United States dollar, which represents approximately 60 currencies. Because a large portion of our revenues and expenses are denominated in foreign currencies and our financial statements are reported in United States dollars, changes in foreign currency exchange rates can significantly affect our results of operations. The revenues and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States dollars for purposes of reporting our consolidated results. As a result, we believe that reporting results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of period to period comparisons. This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results. As such, the differences noted below between reported results of operations and constant currency information is wholly attributable to the effects of foreign currency rate fluctuations.
Consolidated Results of Operations
For information regarding our results of operations for our Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions segments, refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for 2023 and 2022, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 15, 2024.
Revenues
| Year Ended December 31, | Change | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||||||||
| (dollars in millions) | 2024 | 2023 | 2022 | $ | % | $ | % | |||||||||||||||||||
| Revenues | $ | 15,405 | $ | 14,984 | $ | 14,410 | $ | 421 | 2.8 | % | $ | 574 | 4.0 | % |
2024 compared to 2023
In 2024, our revenues increased $421 million, or 2.8%, as compared to 2023. This increase was comprised of constant currency revenue growth of approximately $510 million, or 3.4%, reflecting a $333 million increase in Technology & Analytics Solutions, a $167 million increase in Research & Development Solutions, and a $10 million increase in Contract Sales & Medical Solutions.
51
Cost of Revenues, exclusive of Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | ||||||||
| Cost of revenues, exclusive of depreciation and amortization | $ | 10,030 | $ | 9,745 | $ | 9,382 | |||||
| % of revenues | 65.1 | % | 65.0 | % | 65.1 | % |
2024 compared to 2023
When compared to 2023, cost of revenues, exclusive of depreciation and amortization increased $285 million in 2024, or 2.9%. This increase included a constant currency increase of approximately $643 million, or 6.6%, comprised of a $261 million increase in Technology & Analytics Solutions, a $374 million increase in Research & Development Solutions, and an $8 million increase in Contract Sales & Medical Solutions.
As a percentage of revenues, cost of revenues, exclusive of depreciation and amortization in 2024 remained relatively consistent with 2023.
Selling, General and Administrative Expenses
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | ||||||||
| Selling, general and administrative expenses | $ | 1,992 | $ | 2,053 | $ | 2,071 | |||||
| % of revenues | 12.9 | % | 13.7 | % | 14.4 | % |
2024 compared to 2023
The $61 million decrease in selling, general and administrative expenses in 2024 as compared to 2023 included a constant currency decrease of approximately $33 million, or 1.6%, comprised of a $52 million increase in Technology & Analytics Solutions, a $42 million increase in Research & Development Solutions, and a $2 million increase in Contract Sales & Medical Solutions, offset by a $129 million decrease in general corporate and unallocated expenses.
Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | ||||||||
| Depreciation and amortization | $ | 1,114 | $ | 1,125 | $ | 1,130 | |||||
| % of revenues | 7.2 | % | 7.5 | % | 7.8 | % |
The $11 million decrease in depreciation and amortization in 2024 as compared to 2023 was primarily the result of less amortization of certain intangible assets from the merger between Quintiles and IMS Health, offset by an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2023 and 2024.
Restructuring Costs
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Restructuring costs | $ | 67 | $ | 84 | $ | 28 |
The restructuring costs incurred were due to ongoing efforts to streamline our global operations and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These restructuring actions are expected to occur throughout 2025 and are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements.
52
Interest Income and Interest Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Interest income | $ | (47) | $ | (36) | $ | (13) | |||||
| Interest expense | $ | 670 | $ | 672 | $ | 416 |
Interest income included interest received primarily from bank balances and investments. The increase in 2024 as compared to 2023 is primarily a result of higher deposit rates.
Interest expense during 2024 was lower than 2023 due primarily to lower base rate interest costs across the floating rate debt portfolio.
Loss on Extinguishment of Debt
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Loss on extinguishment of debt | $ | — | $ | 6 | $ | — |
In 2023 we recognized a loss on extinguishment of debt of $6 million for fees and expenses incurred related to the refinancing of our Credit Agreement. No such activity occurred in 2024.
Other (income) expense, net
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Other (income) expense, net | $ | (90) | $ | (124) | $ | 33 |
Other (income) expense, net for 2024 decreased compared to 2023 primarily due to less foreign currency gain on transactions.
Income Tax Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | ||||||||
| Income tax expense | $ | 301 | $ | 101 | $ | 260 | |||||
| Effective income tax rate | 18.0 | % | 6.9 | % | 19.1 | % |
Our effective income tax rate was favorably impacted in 2023, due to the completion of an internal legal entity restructuring that resulted in a benefit of $125 million. Historically, we recorded deferred tax assets related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to expiration. We now believe it is reasonably possible that these foreign tax credits will be utilized and therefore we recorded a tax benefit of $64 million related to the valuation allowance release and establishing related uncertain tax positions. Additionally, due to the restructuring we also reversed a deferred tax liability of $61 million due to a basis difference that was recovered in a tax-free manner. The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement.
Equity in Earnings (Losses) of Unconsolidated Affiliates
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Equity in earnings (losses) of unconsolidated affiliates | $ | 5 | $ | — | $ | (12) |
Equity in earnings (losses) of unconsolidated affiliates increased in 2024 compared to 2023 due to the results in the operations of our unconsolidated affiliates.
53
Segment Results of Operations
Revenues and profit by segment are as follows:
| Segment Revenues | Segment Profit | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |||||||||||||||||
| Technology & Analytics Solutions | $ | 6,160 | $ | 5,862 | $ | 5,746 | $ | 1,522 | $ | 1,490 | $ | 1,550 | |||||||||||
| Research & Development Solutions | 8,527 | 8,395 | 7,921 | 1,948 | 1,915 | 1,695 | |||||||||||||||||
| Contract Sales & Medical Solutions | 718 | 727 | 743 | 47 | 49 | 42 | |||||||||||||||||
| Total | 15,405 | 14,984 | 14,410 | 3,517 | 3,454 | 3,287 | |||||||||||||||||
| General corporate and unallocated expenses | (134) | (268) | (330) | ||||||||||||||||||||
| Depreciation and amortization | (1,114) | (1,125) | (1,130) | ||||||||||||||||||||
| Restructuring costs | (67) | (84) | (28) | ||||||||||||||||||||
| Consolidated | $ | 15,405 | $ | 14,984 | $ | 14,410 | $ | 2,202 | $ | 1,977 | $ | 1,799 |
Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions, as well as certain general corporate and unallocated expenses. We also do not allocate restructuring costs, depreciation and amortization, or impairment charges, if any, to our segments.
Technology & Analytics Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||
| Revenues | $ | 6,160 | $ | 5,862 | $ | 5,746 | $ | 298 | 5.1% | $ | 116 | 2.0% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 3,721 | 3,496 | 3,348 | 225 | 6.4 | 148 | 4.4 | |||||||||||||||||
| Selling, general and administrative expenses | 917 | 876 | 848 | 41 | 4.7 | 28 | 3.3 | |||||||||||||||||
| Segment profit | $ | 1,522 | $ | 1,490 | $ | 1,550 | $ | 32 | 2.1% | $ | (60) | (3.9)% |
Revenues
2024 compared to 2023
Technology & Analytics Solutions’ revenues were $6,160 million in 2024, an increase of $298 million, or 5.1%, over 2023. This increase was comprised of constant currency revenue growth of approximately $333 million, or 5.7%, reflecting revenue growth primarily in the Europe and Africa region and to a lesser extent in the Americas region. The constant currency revenue growth was primarily driven by an increase in real world services and to a lesser extent by information and technology services. The constant currency revenue growth for the year was impacted by a decrease in COVID-19 related work.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $225 million, or 6.4%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $261 million, or 7.5%, reflecting primarily an increase in compensation and related expenses, and to a lesser extent increases in reimbursed expenses and costs of acquiring and processing data, all to support revenue growth.
54
Selling, General and Administrative Expenses
2024 compared to 2023
Technology & Analytics Solutions’ selling, general and administrative expenses increased $41 million, or 4.7%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $52 million, or 5.9%, reflecting an increase in compensation and related expenses.
Research & Development Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||
| Revenues | $ | 8,527 | $ | 8,395 | $ | 7,921 | $ | 132 | 1.6% | $ | 474 | 6.0% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 5,698 | 5,629 | 5,395 | 69 | 1.2 | 234 | 4.3 | |||||||||||||||||
| Selling, general and administrative expenses | 881 | 851 | 831 | 30 | 3.5 | 20 | 2.4 | |||||||||||||||||
| Segment profit | $ | 1,948 | $ | 1,915 | $ | 1,695 | $ | 33 | 1.7% | $ | 220 | 13.0% |
Backlog
Research & Development Solutions' contracted backlog increased from $29.7 billion as of December 31, 2023 to $31.1 billion as of December 31, 2024 and we expect approximately $7.9 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $27.2 billion as of December 31, 2022.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenues will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenues generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project. For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The relationship of backlog to revenues varies over time.”
Revenues
2024 compared to 2023
Research & Development Solutions’ revenues were $8,527 million in 2024, an increase of $132 million, or 1.6%, over 2023. This increase was comprised of constant currency revenue growth of approximately $167 million, or 2.0%, reflecting revenue growth in the Asia-Pacific and Europe and Africa regions. The constant currency revenue growth was primarily the result of volume-related increases in clinical services and to a lesser extent from volume-related increases in lab testing. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $69 million, or 1.2%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $374 million, or 6.6%, reflecting primarily an increase in compensation and related expenses and to a lesser extent an increase in other direct costs because of volume-related increases in clinical services and lab testing.
55
Selling, General and Administrative Expenses
2024 compared to 2023
Research & Development Solutions’ selling, general and administrative expenses increased $30 million, or 3.5%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $42 million, or 4.9%, reflecting an increase in compensation and related expenses.
Contract Sales & Medical Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2024 | 2023 | 2022 | 2024 vs. 2023 | 2023 vs. 2022 | |||||||||||||||||||
| Revenues | $ | 718 | $ | 727 | $ | 743 | $ | (9) | (1.2)% | $ | (16) | (2.2)% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 611 | 620 | 639 | (9) | (1.5) | (19) | (3.0) | |||||||||||||||||
| Selling, general and administrative expenses | 60 | 58 | 62 | 2 | 3.4 | (4) | (6.5) | |||||||||||||||||
| Segment profit | $ | 47 | $ | 49 | $ | 42 | $ | (2) | (4.1)% | $ | 7 | 16.7% |
Revenues
2024 compared to 2023
Contract Sales & Medical Solutions’ revenues were $718 million in 2024, a decrease of $9 million, or 1.2%, over 2023. This decrease included constant currency revenue growth of approximately $10 million, or 1.4%, reflecting revenue growth primarily in the Europe and Africa region and to a lesser extent in the Asia-Pacific region.
Cost of Revenues, exclusive of Depreciation and Amortization
2024 compared to 2023
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $9 million, or 1.5%, in 2024 as compared to 2023. This decrease included a constant currency increase of approximately $8 million, or 1.3%, reflecting primarily an increase in costs associated with supporting revenue growth.
Selling, General and Administrative Expenses
2024 compared to 2023
Contract Sales & Medical Solutions’ selling, general and administrative expenses increased $2 million, or 3.4%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $2 million, or 3.4%.
56
Liquidity and Capital Resources
Overview
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, investments, debt service requirements, equity repurchases, adequacy of our revolving credit and receivables financing facilities, and access to the capital markets.
We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost-effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and expect to transfer cash from those subsidiaries to the United States and to other international subsidiaries when it is cost effective to do so.
We had a cash balance of $1,702 million as of December 31, 2024 ($713 million of which was in the United States), an increase from $1,376 million as of December 31, 2023.
Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our operating requirements, capital expenditures, contractual obligations, and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.
Equity Repurchase Program
On February 5, 2025, the Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $13,725 million. The Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.
As of December 31, 2024, we had remaining authorization to repurchase up to $1,013 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2024, we had $14,045 million of total indebtedness, excluding $1,170 million of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2024, we believe we were in compliance with our restrictive covenants in all material respects.
57
Senior Secured Credit Facilities
As of December 31, 2024, the Fifth Amended and Restated Credit Agreement (the "Credit Agreement") provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,585 million, which consisted of $5,415 million principal amounts of debt outstanding and $1,170 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is comprised of a $1,175 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The revolving credit facility under the Credit Agreement matures in August 2026, the term A loans mature in August 2026 and June 2027, while the term B loans under the Credit Agreement mature in 2025 and 2031. We are required to make scheduled quarterly payments on the term A loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. The US dollars term B loan requires us to make scheduled quarterly payments equal to 0.25% of the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Senior Secured Notes and Senior Notes
For information regarding the senior secured notes and senior notes, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Receivables Financing Facility
For information regarding the receivables financing facility, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. As of December 31, 2024, no additional amounts of revolving loan commitments were available under the receivables financing facility.
Years ended December 31, 2024, 2023 and 2022
Cash Flow from Operating Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Net cash provided by operating activities | $ | 2,716 | $ | 2,149 | $ | 2,260 |
2024 compared to 2023
Cash provided by operating activities increased $567 million in 2024 as compared to 2023. The increase is primarily due to an increase in cash from accounts receivable and unbilled services ($570 million), an increase in cash-related net income ($129 million), more cash from unearned income ($38 million), and less cash used for income tax and other payables ($9 million), offset by more cash used for accounts payable and accrued expenses ($152 million) and more cash used for prepaid expenses and other assets ($27 million).
58
Cash Flow from Investing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Net cash used in investing activities | $ | (1,444) | $ | (1,603) | $ | (2,006) |
2024 compared to 2023
Cash used in investing activities decreased $159 million in 2024 as compared to 2023, primarily due to less cash used for the acquisition of businesses, net of cash acquired ($141 million), less cash used for the acquisition of property, equipment, and software ($47 million), less cash used for investments in debt and equity securities ($36 million), less cash used for purchases of marketable securities ($6 million), and cash received from sale of property, equipment and software ($25 million), offset by more cash used for investments in unconsolidated affiliates, net ($93 million), and less cash from other sources ($3 million).
Cash Flow from Financing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | 2022 | ||||||||
| Net cash used in financing activities | $ | (878) | $ | (382) | $ | (329) |
2024 compared to 2023
Cash used in financing activities increased $496 million in 2024 as compared to 2023, primarily due to less cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($3,951 million), more cash used to repurchase common stock ($358 million), and more cash payments related to employee stock option plans ($3 million), offset by less debt payments ($2,701 million), less cash used in repayments of revolving credit facilities, net of proceeds ($1,050 million), and less cash payments on contingent consideration and deferred purchase price accruals ($65 million).
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our accruals are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.
59
Information about our Guarantors and the Issuer of our Guaranteed Securities
IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of IQVIA Holdings Inc., completed the issuance and sale of $1,250 million in gross proceeds of the Issuer’s 6.250% senior secured notes due 2029 (the “2029 Senior Secured Notes”) on November 28, 2023, and completed the issuance and sale of $750 million in gross proceeds of the Issuer’s 5.700% senior secured notes due 2028 (the “2028 Senior Secured Notes”) on May 23, 2023.
In February 2024, the Issuer completed an exchange offer in which it issued $1,250 million aggregate principal amount of 6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”) and $750 million aggregate principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes” and, together with the 2029 Registered Notes, the 2029 Senior Secured Notes, and the 2028 Senior Secured Notes, the “Notes”) in exchange for the same principal amount and substantially identical terms of the 2029 Senior Secured Notes and 2028 Senior Secured Notes, respectively.
The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the Notes.
The following presents the summarized financial information on a combined basis for IQVIA Holdings Inc. (parent company), IQVIA Inc. (issuer of the guaranteed obligations) and the Guarantor subsidiaries, which are collectively referred to as the “obligated group.”
Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2024 and December 31, 2023. Refer to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of December 31, 2024.
The guarantee of a Guarantor subsidiary with respect to the Notes will be automatically and unconditionally released and discharged and shall terminate and be of no further force and effect, and no further action by such Guarantor subsidiary, the Issuer, or U.S. Bank Trust Company, National Association, as trustee, be required upon the occurrence of any of the following:
a.any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the capital stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;
b.the release or discharge of the guarantee by such Guarantor of indebtedness under the senior secured term loan facilities and the senior secured revolving credit facilities under that certain Fifth Amended and Restated Credit Agreement, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 of the Indenture);
c.the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture;
d.the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII of the Indenture or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of this Indenture;
e.the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or
60
f.as described in Article IX of the Indenture.
Summarized Combined Financial Information of the Issuer and Guarantors:
Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due to non-Guarantor subsidiaries and related parties, if any, have been presented in separate line items.
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Financial Position of the obligated group as of:
| (in millions) | December 31, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|---|
| Total current assets (excluding amounts due from subsidiaries that are non-Guarantors) | $ | 935 | $ | 805 | |||
| Total noncurrent assets | $ | 10,937 | $ | 9,622 | |||
| Amounts due from subsidiaries that are non-Guarantors | $ | 4,952 | $ | 4,762 | |||
| Total current liabilities | $ | 3,792 | $ | 3,471 | |||
| Total noncurrent liabilities | $ | 12,333 | $ | 12,334 | |||
| Amounts due to subsidiaries that are non-Guarantors | $ | 6,341 | $ | 5,556 |
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Operations of the obligated group:
| Twelve months ended | Twelve months ended | ||||||
|---|---|---|---|---|---|---|---|
| (in millions) | December 31, 2024 | December 31, 2023 | |||||
| Net revenues | $ | 6,661 | $ | 6,299 | |||
| Costs and expenses applicable to net revenues | $ | 4,145 | $ | 4,190 | |||
| Income from operations | $ | 1,259 | $ | 912 | |||
| Net income | $ | 554 | $ | 86 |
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
61
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2024:
| (in millions) | 2025 | 2026-2027 | 2028-2029 | Thereafter | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt, including interest (1) | $ | 1,801 | $ | 7,445 | $ | 4,852 | $ | 2,024 | $ | 16,122 | |||||||||
| Operating leases | 109 | 120 | 47 | 22 | 298 | ||||||||||||||
| Finance leases | 13 | 27 | 28 | 269 | 337 | ||||||||||||||
| Data acquisition | 563 | 760 | 232 | 24 | 1,579 | ||||||||||||||
| Purchase obligations (2) | 113 | 59 | 11 | 1 | 184 | ||||||||||||||
| Commitments to unconsolidated affiliates (3) | — | — | — | — | — | ||||||||||||||
| Benefit obligations (4) | 30 | 33 | 34 | 100 | 197 | ||||||||||||||
| Uncertain income tax positions (5) | 13 | 32 | 17 | — | 62 | ||||||||||||||
| Total | $ | 2,642 | $ | 8,476 | $ | 5,221 | $ | 2,440 | $ | 18,779 |
(1) Interest payments on our debt are based on the interest rates in effect as of December 31, 2024.
(2) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions.
(3) We are currently committed to invest $678 million in private equity funds. As of December 31, 2024, we have funded approximately $310 million of these commitments and we have approximately $368 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.
(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2025 for our funded pension benefit plans. We made cash contributions totaling approximately $30 million to our defined benefit plans in 2024, and we estimate that we will make contributions totaling approximately $30 million to our defined benefit plans in 2025. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2025.
(5) As of December 31, 2024, our liability related to uncertain income tax positions was approximately $161 million, $99 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
62
Revenue Recognition
The majority of our contracts within the Research & Development Solutions segment are service contracts for clinical research that represent a single performance obligation. We provide a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenues over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for our clinical monitors). This cost-based method of revenue recognition requires us to make estimates of costs to complete our projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days' notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract. A hypothetical increase of one percent in the estimated costs to complete these service contracts as of December 31, 2024 could have resulted in approximately a one percent reduction in total revenues for the year ended December 31, 2024, whereas, a hypothetical decrease of one percent could have resulted in a one percent increase in total revenues.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to Global Intangible Low-Taxed Income (“GILTI”) and Qualified Domestic Minimum Top-up Taxes ("QDMTT") in relation to the Organization for Economic Co-operation and Development's ("OECD") Pillar Two global corporate minimum tax rate of 15%, as period costs when and if incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, will be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquiree are recorded at their estimated fair values on the date of the acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired, liabilities assumed and non-controlling interests including expected future cash flows and discount rates that reflect the risk associated with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31.
63
For the year ended December 31, 2024, we performed a qualitative impairment evaluation. The qualitative evaluation requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events.
For the year ended December 31, 2023, we elected to perform a quantitative impairment evaluation for each of our reporting units. We estimated the fair value of each reporting by weighting results of the income and market approaches, with greater weight given to the income approach. Significant estimates used in the income approach include estimates of future revenues, EBITDA, cash flows, long-term growth rates, tax rates, and discount rates. The selected discount rates consider the risk and nature of the respective reporting unit’s cash flows, and the rates of return a market participant would expect to earn by investing in our reporting units. The market approach uses information about the Company as well as other publicly traded guideline companies, including revenue and EBITDA-related multiples and estimates of control premiums. As part of the quantitative impairment evaluation, we compared the fair value of each reporting unit to its carrying value. If results of the evaluation indicate the carrying amount of a reporting unit exceeds its fair value, an impairment charge would be recorded by calculating the implied fair value of the reporting unit goodwill as compared to its carrying amount.
For the years ended December 31, 2024, 2023 and 2022, we determined that there was no impairment of goodwill.
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In developing our assumptions, we take into account the following:
•We calculate expected volatility based on an analysis of the historical volatility of our stock since the Merger in October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical information is available;
•We determine the risk-free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of grant;
•We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•We estimate the average expected life of the award based on our historical experience; and
•We estimate forfeitures based on our historical analysis of actual forfeitures.
We account for our stock-based compensation for performance awards related to compound annual earnings per share (“EPS”) growth over a three year period based on the closing market price of our common stock on the date of grant, and for performance awards related to relative total shareholder return (“TSR”) based on a Monte Carlo simulation model. We record the expense amount of the EPS awards based on our estimates of the likelihood that the various performance targets will be achieved. The estimates are assessed on a quarterly basis. For the TSR awards we record the expense amount evenly over the service period.
64
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans. The determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
FY 2023 10-K MD&A
SEC filing source: 0001478242-24-000038.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
49
Overview
IQVIA is a leading global provider of 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, extensive domain expertise and network of partners. IQVIA Connected Intelligence delivers actionable insights and powerful solutions 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 managed through three reportable segments: Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial services. Contract Sales & Medical Solutions provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business.”
Throughout 2023 we experienced strong demand and operational results for our Research & Development Solutions offerings. Our Technology & Analytics Solutions offerings were relatively more impacted by a tougher macro environment, including more cautious spending by our clients on extended timelines than what we have experienced in the past. We experienced growth in certain Technology & Analytics Solutions offerings, such as multi-channel marketing and real world solutions. Our targeted productivity initiatives contributed to overall net income and earnings per share growth, and we ended the year with our highest ever remaining performance obligations of approximately $31.7 billion as of December 31, 2023.
While we experienced a decline in COVID-19 related work in 2023 versus 2022, overall COVID-19 related work was not material to operations. As of December 31, 2023, COVID-19 related work did not represent a material amount of our remaining performance obligations.
We continue to maintain strong liquidity. As of December 31, 2023, cash and cash equivalents were $1,376 million and we had $100 million drawn under our $2,000 million revolving credit facility. As of December 31, 2023, we were in compliance with the financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity.”
Business Combinations
We have completed and will continue to consider strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, 2023 and 2022. These transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated financial information since their respective closing dates. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
Sources of Revenues
Total revenues are comprised of revenues from the provision of our services. We do not have any material product revenues.
50
Costs and Expenses
Our costs and expenses are comprised primarily of our cost of revenues including reimbursed expenses and selling, general and administrative expenses. Cost of revenues includes compensation and benefits for billable employees and personnel involved in production, trial monitoring, data management and delivery, and the costs of acquiring and processing data for our information offerings; costs of staff directly involved with delivering technology-related services offerings and engagements, related accommodations and the costs of data purchased specifically for technology services engagements; and other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses. Reimbursed expenses, which are included in cost of revenues, are comprised principally of payments to investigators who oversee clinical trials and travel expenses for our clinical monitors and sales representatives. Selling, general and administrative expenses include costs related to sales, marketing and administrative functions (including human resources, legal, finance, quality assurance, compliance and general management) for compensation and benefits, travel, professional services, training and expenses for information technology and facilities. We also incur costs and expenses associated with depreciation and amortization.
Foreign Currency Translation
In 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 consolidated results. As a result, we believe that reporting results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of period to period comparisons. This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results. As such, the differences noted below between reported results of operations and constant currency information is wholly attributable to the effects of foreign currency rate fluctuations.
Consolidated Results of Operations
For information regarding our results of operations for our Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions segments, refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for 2022 and 2021, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 15, 2023.
Revenues
| Year Ended December 31, | Change | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||||||||||||||
| (dollars in millions) | 2023 | 2022 | 2021 | $ | % | $ | % | |||||||||||||||||||
| Revenues | $ | 14,984 | $ | 14,410 | $ | 13,874 | $ | 574 | 4.0 | % | $ | 536 | 3.9 | % |
2023 compared to 2022
In 2023, our revenues increased $574 million, or 4.0%, as compared to 2022. This increase was comprised of constant currency revenue growth of approximately $596 million, or 4.1%, reflecting a $121 million increase in Technology & Analytics Solutions, a $477 million increase in Research & Development Solutions, and a $2 million decrease in Contract Sales & Medical Solutions.
51
Cost of Revenues, exclusive of Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | ||||||||
| Cost of revenues, exclusive of depreciation and amortization | $ | 9,745 | $ | 9,382 | $ | 9,233 | |||||
| % of revenues | 65.0 | % | 65.1 | % | 66.5 | % |
2023 compared to 2022
When compared to 2022, cost of revenues, exclusive of depreciation and amortization increased $363 million in 2023, or 3.9%. This increase included a constant currency increase of approximately $550 million, or 5.9%, comprised of a $163 million increase in Technology & Analytics Solutions, a $393 million increase in Research & Development Solutions, and a $6 million decrease in Contract Sales & Medical Solutions.
As a percentage of revenues, cost of revenues, exclusive of depreciation and amortization in 2023 remained relatively consistent with 2022.
Selling, General and Administrative Expenses
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | ||||||||
| Selling, general and administrative expenses | $ | 2,053 | $ | 2,071 | $ | 1,964 | |||||
| % of revenues | 13.7 | % | 14.4 | % | 14.2 | % |
2023 compared to 2022
The $18 million decrease in selling, general and administrative expenses in 2023 as compared to 2022 included a constant currency increase of approximately $8 million, or 0.4%, comprised of a $40 million increase in Technology & Analytics Solutions, a $30 million increase in Research & Development Solutions, offset by a $4 million decrease in Contract Sales & Medical Solutions and a $58 million decrease in general corporate and unallocated expenses.
Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | ||||||||
| Depreciation and amortization | $ | 1,125 | $ | 1,130 | $ | 1,264 | |||||
| % of revenues | 7.5 | % | 7.8 | % | 9.1 | % |
The $5 million decrease in depreciation and amortization in 2023 as compared to 2022 was primarily the result of less amortization from certain intangible assets from the merger between Quintiles and IMS Health, offset by an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2022 and 2023.
Restructuring Costs
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Restructuring costs | $ | 84 | $ | 28 | $ | 20 |
The restructuring costs incurred were due to ongoing efforts to streamline our global operations and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These restructuring actions are expected to occur throughout 2024 and are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements.
52
Interest Income and Interest Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Interest income | $ | (36) | $ | (13) | $ | (6) | |||||
| Interest expense | $ | 672 | $ | 416 | $ | 375 |
Interest income included interest received primarily from bank balances and investments. The increase is primarily a result of higher deposit rates.
Interest expense during 2023 was higher than 2022 due primarily to higher base rate interest costs across the floating rate debt portfolio as well as from an increase in our net debt.
Loss on Extinguishment of Debt
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Loss on extinguishment of debt | $ | 6 | $ | — | $ | 26 |
In 2023, we recognized a loss on extinguishment of debt of $6 million for fees and expenses incurred related to the refinancing of our Credit Agreement as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Other (income) expense, net
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Other (income) expense, net | $ | (124) | $ | 33 | $ | (130) |
Other (income) expense, net for 2023 increased compared to 2022 primarily due to foreign currency gain on transactions, and to a lesser extent from revaluations of contingent consideration and gains on investments.
Income Tax Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | ||||||||
| Income tax expense | $ | 101 | $ | 260 | $ | 163 | |||||
| Effective income tax rate | 6.9 | % | 19.1 | % | 14.5 | % |
In 2023, we completed an internal legal entity restructuring that resulted in a benefit of $125 million. Historically, we recorded deferred tax assets related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to expiration. We now believe it is reasonably possible that these foreign tax credits will be utilized and therefore we recorded a tax benefit of $64 million related to the valuation allowance release and establishing related uncertain tax positions. Additionally, due to the restructuring we also reversed a deferred tax liability of $61 million due to a basis difference that was recovered in a tax-free manner. The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement. Lastly, the effective tax rate was also impacted by changes in the geographical mix of earnings amongst foreign tax jurisdictions as well as state and local tax rates.
In 2022, we recorded a benefit of $6 million related to a 2021 U.S. Federal tax return position associated with Foreign Derived Intangible Income (“FDII”) and Global Intangible Low-Taxed Income (“GILTI”) tax credits. In addition, our effective tax rate was impacted by changes in the geographical mix of earnings amongst foreign tax jurisdictions as well as state and local tax rates.
53
Equity in (Losses) Earnings of Unconsolidated Affiliates
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Equity in (losses) earnings of unconsolidated affiliates | $ | — | $ | (12) | $ | 6 |
Equity in (losses) earnings of unconsolidated affiliates decreased in 2023 compared to 2022 due to the results in the operations of our unconsolidated affiliates.
Segment Results of Operations
Revenues and profit by segment are as follows:
| Segment Revenues | Segment Profit | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||
| Technology & Analytics Solutions | $ | 5,862 | $ | 5,746 | $ | 5,534 | $ | 1,490 | $ | 1,550 | $ | 1,458 | |||||||||||
| Research & Development Solutions | 8,395 | 7,921 | 7,556 | 1,915 | 1,695 | 1,476 | |||||||||||||||||
| Contract Sales & Medical Solutions | 727 | 743 | 784 | 49 | 42 | 75 | |||||||||||||||||
| Total | 14,984 | 14,410 | 13,874 | 3,454 | 3,287 | 3,009 | |||||||||||||||||
| General corporate and unallocated | (268) | (330) | (332) | ||||||||||||||||||||
| Depreciation and amortization | (1,125) | (1,130) | (1,264) | ||||||||||||||||||||
| Restructuring costs | (84) | (28) | (20) | ||||||||||||||||||||
| Consolidated | $ | 14,984 | $ | 14,410 | $ | 13,874 | $ | 1,977 | $ | 1,799 | $ | 1,393 |
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 restructuring costs, depreciation and amortization, or impairment charges, if any, to our segments.
Technology & Analytics Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||||||||
| Revenues | $ | 5,862 | $ | 5,746 | $ | 5,534 | $ | 116 | 2.0% | $ | 212 | 3.8% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 3,496 | 3,348 | 3,278 | 148 | 4.4 | 70 | 2.1 | |||||||||||||||||
| Selling, general and administrative expenses | 876 | 848 | 798 | 28 | 3.3 | 50 | 6.3 | |||||||||||||||||
| Segment profit | $ | 1,490 | $ | 1,550 | $ | 1,458 | $ | (60) | (3.9)% | $ | 92 | 6.3% |
Revenues
2023 compared to 2022
Technology & Analytics Solutions’ revenues were $5,862 million in 2023, an increase of $116 million, or 2.0%, over 2022. This increase was comprised of constant currency revenue growth of approximately $121 million, or 2.1%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Asia-Pacific region. The constant currency revenue growth was primarily driven by an increase in information and technology services and by a lesser extent in real world services. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.
54
Cost of Revenues, exclusive of Depreciation and Amortization
2023 compared to 2022
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $148 million, or 4.4%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $163 million, or 4.9%, reflecting an increase in costs of acquiring and processing data and an increase in compensation and related expenses to support revenue growth.
Selling, General and Administrative Expenses
2023 compared to 2022
Technology & Analytics Solutions’ selling, general and administrative expenses increased $28 million, or 3.3%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $40 million, or 4.7%, reflecting an increase in compensation and related expenses.
Research & Development Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||||||||
| Revenues | $ | 8,395 | $ | 7,921 | $ | 7,556 | $ | 474 | 6.0% | $ | 365 | 4.8% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 5,629 | 5,395 | 5,303 | 234 | 4.3 | 92 | 1.7 | |||||||||||||||||
| Selling, general and administrative expenses | 851 | 831 | 777 | 20 | 2.4 | 54 | 6.9 | |||||||||||||||||
| Segment profit | $ | 1,915 | $ | 1,695 | $ | 1,476 | $ | 220 | 13.0% | $ | 219 | 14.8% |
Backlog
Research & Development Solutions' contracted backlog increased from $27.2 billion as of December 31, 2022 to $29.7 billion as of December 31, 2023 and we expect approximately $7.5 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $24.8 billion as of December 31, 2021.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenues will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenues generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project. For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The relationship of backlog to revenues varies over time.”
Revenues
2023 compared to 2022
Research & Development Solutions’ revenues were $8,395 million in 2023, an increase of $474 million, or 6.0%, over 2022. This increase was comprised of constant currency revenue growth of approximately $477 million, or 6.0%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Europe and Africa and Asia-Pacific regions. The constant currency revenue growth was primarily the result of volume-related increases in clinical services and to a lesser extent from volume-related increases in lab testing. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.
55
Cost of Revenues, exclusive of Depreciation and Amortization
2023 compared to 2022
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $234 million, or 4.3%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $393 million, or 7.3%, reflecting primarily an increase in compensation and related expenses and to a lesser extent an increase in other direct costs as a result of volume-related increases in clinical services and lab testing.
Selling, General and Administrative Expenses
2023 compared to 2022
Research & Development Solutions’ selling, general and administrative expenses increased $20 million, or 2.4%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $30 million, or 3.6%, reflecting an increase in compensation and related expenses.
Contract Sales & Medical Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2023 | 2022 | 2021 | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||||||||
| Revenues | $ | 727 | $ | 743 | $ | 784 | $ | (16) | (2.2)% | $ | (41) | (5.2)% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 620 | 639 | 652 | (19) | (3.0) | (13) | (2.0) | |||||||||||||||||
| Selling, general and administrative expenses | 58 | 62 | 57 | (4) | (6.5) | 5 | 8.8 | |||||||||||||||||
| Segment profit | $ | 49 | $ | 42 | $ | 75 | $ | 7 | 16.7% | $ | (33) | (44.0)% |
Revenues
2023 compared to 2022
Contract Sales & Medical Solutions’ revenues were $727 million in 2023, a decrease of $16 million, or 2.2%, over 2022. This decrease included a constant currency revenue decrease of approximately $2 million, or 0.3%.
Cost of Revenues, exclusive of Depreciation and Amortization
2023 compared to 2022
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $19 million, or 3.0%, in 2023 as compared to 2022. This decrease included a constant currency decrease of approximately $6 million, or 0.9%.
Selling, General and Administrative Expenses
2023 compared to 2022
Contract Sales & Medical Solutions’ selling, general and administrative expenses decreased $4 million, or 6.5%, in 2023 as compared to 2022. This decrease included a constant currency decrease of approximately $4 million, or 6.5%.
56
Liquidity and Capital Resources
Overview
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, investments, debt service requirements, equity repurchases, adequacy of our revolving credit and receivables financing facilities, and access to the capital markets.
We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost-effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and expect to transfer cash from those subsidiaries to the United States and to other international subsidiaries when it is cost effective to do so.
We had a cash balance of $1,376 million as of December 31, 2023 ($471 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 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.
As of December 31, 2023, we had remaining authorization to repurchase up to $2,363 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2023, we had $13,752 million of total indebtedness, excluding $1,900 million of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2023, we believe we were in compliance with our restrictive covenants in all material respects.
57
Senior Secured Credit Facilities
On November 28, 2023, we entered into an amendment (the “Amendment”) to our Fifth Amended and Restated Credit Agreement (the “Credit Agreement”). Pursuant to the Amendment, we borrowed $1,500 million in incremental Term B-4 Dollar Loans (as defined in the Credit Agreement) due January 2, 2031. The net proceeds from the Term B-4 Dollar Loans were used to repay certain of the outstanding term loans due in 2024 and in 2025 under our senior secured credit facilities, and to pay fees and expenses related to the related to the Amendment and the offering of 2029 Senior Secured Notes (as defined below). In connection with this Amendment, we recognized a $6 million loss on extinguishment of debt, which includes fees and expenses. In connection with the allocation of the Term B-4 Dollar Loans, we entered into cross-currency swaps with a combined notional value of $1,500 million to effectively convert $1,500 million of the Term B-4 Dollar Loans into euro-denominated borrowings at prevailing euro interest rates through January 2031. The effective net borrowing rate to us for these loans, inclusive of the yield on the loans and the beneficial impact of the cross-currency swaps and of the interest rate swaps entered on November 17, 2023 in connection with the allocation of the loans, is approximately 4.9015%.
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. At the same time, we also amended the benchmark rate of our U.S. dollar revolving credit facility and the U.S. dollar Term A Loans from U.S. dollar LIBOR to U.S. dollar Term SOFR plus a 10 basis point Credit Spread Adjustment.
As of December 31, 2023, the Credit Agreement provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,808 million, which consisted of $4,908 million principal amounts of debt outstanding and $1,900 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is comprised of a $1,175 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The term A loans and revolving credit facility under the Credit Agreement mature in August 2026, the Additional Term A Loans mature June 2027, while the term B loans under the Credit Agreement mature in 2025 and 2031. We are required to make scheduled quarterly payments on the term A loans and the Additional Term A Loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. The Term B-4 Dollar Loans require us to make scheduled quarterly payments equal to 0.25% of the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Senior Secured Notes
On November 28, 2023, we completed the issuance and sale of $1,250 million in gross proceeds of 6.250% senior secured notes due 2029 (the “2029 Senior Secured Notes”). The net proceeds from the 2029 Senior Secured Notes offering were used to repay certain of the outstanding term loans due in 2024 and in 2025 under our senior secured credit facilities, and to pay fees and expenses related to the 2029 Senior Secured Notes offering and the Amendment.
58
The 2029 Senior Secured Notes are secured obligations, will mature on February 1, 2029, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.250% per year, with interest payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2024. We may redeem the 2029 Senior Secured Notes prior to February 1, 2029 subject to a customary make-whole premium, and thereafter subject to a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest. In connection with the pricing of the 2029 Senior Secured Notes, we entered into cross-currency swaps with a combined notional value of $1,250 million to effectively convert $1,250 million of the 2029 Senior Secured Notes into euro-denominated borrowings at prevailing euro interest rates through February 2029. The effective net borrowing rate to us is approximately 4.8555%, inclusive of the yield on the notes and the beneficial impact of the cross-currency swaps.
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 “2028 Senior Secured Notes”). The net proceeds from the 2028 Senior Secured Notes offering were used to repay existing borrowings under our revolving credit facility, and to pay fees and expenses related to the 2028 Senior Secured Notes offering and offering of 2030 Senior Notes (as defined below). The 2028 Senior Secured Notes are secured obligations, will mature on May 15, 2028, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 5.700% per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023. We may redeem the 2028 Senior Secured Notes prior to April 15, 2028 subject to a customary make-whole premium, and thereafter subject to a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest.
The 2028 Senior Secured Notes and 2029 Senior Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. In January 2024, we filed a registration statement with respect to an offer (the “Exchange Offer”) to exchange the 2028 Senior Secured Notes for an equal amount of $750 million aggregate principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes”) and the 2029 Senior Secured Notes for an equal amount of $1,250 million aggregate principal amount of 6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”). The Exchange Offer commenced on January 26, 2024 and will expire on February 23, 2024, unless we extend the offer. The terms of the 2028 Registered Notes and the 2029 Registered Notes to be issued in the Exchange Offer are substantially identical in all material respects to the terms of the 2028 Senior Secured Notes and 2029 Senior Secured Notes, respectively, except that the registered notes will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with the applicable registration rights agreement.
Senior Notes
On May 23, 2023, we completed the issuance and sale of $500 million in gross proceeds of 6.500% senior notes due 2030 (the “2030 Senior Notes”). The net proceeds from the 2030 Senior Notes offering were used to repay existing borrowings under our revolving credit facility, and to pay fees and expenses related to the 2030 Senior Notes offering and 2028 Senior Secured Notes offering. The 2030 Senior Notes are unsecured obligations, will mature on May 15, 2030, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.500% per year, with interest payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2023. We may redeem the 2030 Senior Notes prior to their final stated maturity, subject to a customary make-whole premium, at any time prior to May 15, 2026 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 3.250% to 0.000%.
For information regarding the senior secured notes and senior notes, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Receivables Financing Facility
For information regarding the receivables financing facility, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. As of December 31, 2023, no additional amounts of revolving loan commitments were available under the receivables financing facility.
59
Years ended December 31, 2023, 2022 and 2021
Cash Flow from Operating Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Net cash provided by operating activities | $ | 2,149 | $ | 2,260 | $ | 2,942 |
2023 compared to 2022
Cash provided by operating activities decreased $111 million in 2023 as compared to 2022. The decrease is primarily due to more cash used in accounts payable and accrued expenses ($160 million), less cash from unearned income ($60 million) and more cash used in income tax and other payables ($36 million), offset by an increase in cash-related net income ($85 million), more cash from accounts receivable and unbilled services ($33 million) and less cash used in prepaid expenses and other assets ($27 million).
Cash Flow from Investing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Net cash used in investing activities | $ | (1,603) | $ | (2,006) | $ | (2,103) |
2023 compared to 2022
Cash used in investing activities decreased $403 million in 2023 as compared to 2022, primarily due to less cash used for the acquisition of businesses, net of cash acquired ($439 million) and acquisition of property, equipment, and software ($25 million), offset by more cash used for investments in debt and equity securities ($38 million), investments in unconsolidated affiliates ($19 million), purchases of marketable securities ($1 million) and less cash from other sources ($3 million).
Cash Flow from Financing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | 2021 | ||||||||
| Net cash used in financing activities | $ | (382) | $ | (329) | $ | (1,235) |
2023 compared to 2022
Cash used in financing activities increased $53 million in 2023 as compared to 2022, primarily due to more debt payments ($2,239 million), cash used in repayments of revolving credit facilities, net of proceeds ($650 million), and cash payments on contingent consideration and deferred purchase price accruals ($55 million), offset by more cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($2,705 million), less cash used to repurchase common stock ($176 million) and less cash payments related to employee stock option plans ($10 million).
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our accruals are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.
60
Information about our Guarantors and the Issuer of our Guaranteed Securities
The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the 2028 Senior Secured Notes and the 2029 Senior Secured Notes (together, the “Notes”) issued by IQVIA Inc. (the "Issuer").
The following presents the summarized financial information on a combined basis for IQVIA Holdings Inc. (parent company), IQVIA Inc. (issuer of the guaranteed obligations) and the Guarantor subsidiaries, which are collectively referred to as the “obligated group.”
Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2023 and December 31, 2022. Refer to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of December 31, 2023 and December 31, 2022.
The guarantee of a Guarantor subsidiary with respect to the Notes will be automatically and unconditionally released and discharged and shall terminate and be of no further force and effect, and no further action by such Guarantor subsidiary, the Issuer, or U.S. Bank Trust Company, National Association, as trustee, be required upon the occurrence of any of the following:
a.any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the capital stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;
b.the release or discharge of the guarantee by such Guarantor of indebtedness under the senior secured term loan facilities and the senior secured revolving credit facilities under that certain Fifth Amended and Restated Credit Agreement, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 of the Indenture);
c.the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture;
d.the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII of the Indenture or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of this Indenture;
e.the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or
f.as described in Article IX of the Indenture.
61
Summarized Combined Financial Information of the Issuer and Guarantors:
Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Financial Position of the obligated group as of:
| (in millions) | December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|---|
| Total current assets (excluding amounts due from subsidiaries that are non-Guarantors) | $ | 805 | $ | 474 | |||
| Total noncurrent assets | $ | 9,622 | $ | 8,875 | |||
| Amounts due from subsidiaries that are non-Guarantors | $ | 4,762 | $ | 3,305 | |||
| Total current liabilities | $ | 3,471 | $ | 2,598 | |||
| Total noncurrent liabilities | $ | 12,334 | $ | 12,270 | |||
| Amounts due to subsidiaries that are non-Guarantors | $ | 5,556 | $ | 5,409 |
The following table contains summarized combined financial information from the Statements of Unaudited Condensed Consolidated Operations of the obligated group:
| Twelve months ended | Twelve months ended | ||||||
|---|---|---|---|---|---|---|---|
| (in millions) | December 31, 2023 | December 31, 2022 | |||||
| Net revenues | $ | 6,299 | $ | 5,910 | |||
| Costs and expenses applicable to net revenues | $ | 4,190 | $ | 4,066 | |||
| Income from operations | $ | 912 | $ | 491 | |||
| Net income (loss) | $ | 86 | $ | (73) |
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2023:
| (in millions) | 2024 | 2025-2026 | 2027-2028 | Thereafter | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt, including interest (1) | $ | 1,412 | $ | 5,612 | $ | 5,096 | $ | 4,448 | $ | 16,568 | |||||||||
| Operating leases | 117 | 151 | 60 | 31 | 359 | ||||||||||||||
| Finance leases | 13 | 26 | 28 | 283 | 350 | ||||||||||||||
| Data acquisition | 456 | 675 | 235 | 28 | 1,394 | ||||||||||||||
| Purchase obligations (2) | 107 | 108 | 19 | 3 | 237 | ||||||||||||||
| Commitments to unconsolidated affiliates (3) | — | — | — | — | — | ||||||||||||||
| Benefit obligations (4) | 31 | 29 | 32 | 90 | 182 | ||||||||||||||
| Uncertain income tax positions (5) | 16 | 22 | 16 | — | 54 | ||||||||||||||
| Total | $ | 2,152 | $ | 6,623 | $ | 5,486 | $ | 4,883 | $ | 19,144 |
(1) Interest payments on our debt are based on the interest rates in effect as of December 31, 2023.
62
(2) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions.
(3) We are currently committed to invest $463 million in private equity funds. As of December 31, 2023, we have funded approximately $170 million of these commitments and we have approximately $293 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.
(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2024 for our funded pension benefit plans. We made cash contributions totaling approximately $29 million to our defined benefit plans in 2023, and we estimate that we will make contributions totaling approximately $31 million to our defined benefit plans in 2024. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2024.
(5) As of December 31, 2023, our liability related to uncertain income tax positions was approximately $152 million, $98 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
The majority of our contracts within the Research & Development Solutions segment are service contracts for clinical research that represent a single performance obligation. We provide a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. We recognize revenues over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for our clinical monitors). This cost-based method of revenue recognition requires us to make estimates of costs to complete our projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days' notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract. A hypothetical increase of one percent in the estimated costs to complete these service contracts as of December 31, 2023 could have resulted in approximately a one percent reduction in total revenues for the year ended December 31, 2023, whereas, a hypothetical decrease of one percent could have resulted in a one percent increase in total revenues.
63
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to GILTI as a period cost when incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, will be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquiree are recorded at their estimated fair values on the date of the acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired, liabilities assumed and non-controlling interests including expected future cash flows and discount rates that reflect the risk associated with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31.
For the year ended December 31, 2023, we elected to perform a quantitative impairment evaluation for each of our reporting units. We estimated the fair value of each reporting by weighting results of the income and market approaches, with greater weight given to the income approach. Significant estimates used in the income approach include estimates of future revenues, EBITDA, cash flows, long-term growth rates, tax rates, and discount rates. The selected discount rates consider the risk and nature of the respective reporting unit’s cash flows, and the rates of return a market participant would expect to earn by investing in our reporting units. The market approach uses information about the Company as well as other publicly traded guideline companies, including revenue and EBITDA-related multiples and estimates of control premiums. As part of the quantitative impairment evaluation, we compared the fair value of each reporting unit to its carrying value. If results of the evaluation indicate the carrying amount of a reporting unit exceeds its fair value, an impairment charge would be recorded by calculating the implied fair value of the reporting unit goodwill as compared to its carrying amount.
For the year ended December 31, 2022, we performed a qualitative impairment evaluation. The qualitative evaluation requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events.
For the years ended December 31, 2023, 2022 and 2021, we determined that there was no impairment of goodwill.
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
64
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income based upon the classification of the individuals who were granted stock-based awards.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In developing our assumptions, we take into account the following:
•We calculate expected volatility based on an analysis of the historical volatility of our stock since the Merger in October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical information is available;
•We determine the risk-free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of grant;
•We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•We estimate the average expected life of the award based on our historical experience; and
•We estimate forfeitures based on our historical analysis of actual forfeitures.
We account for our stock-based compensation for performance awards related to compound annual earnings per share (“EPS”) growth over a three year period based on the closing market price of our common stock on the date of grant, and for performance awards related to relative total shareholder return (“TSR”) based on a Monte Carlo simulation model. We record the expense amount of the EPS awards based on our estimates of the likelihood that the various performance targets will be achieved. The estimates are assessed on a quarterly basis. For the TSR awards we record the expense amount evenly over the service period.
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans. The determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
FY 2022 10-K MD&A
SEC filing source: 0001478242-23-000044.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
46
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 86,000 employees, we conduct operations in more than 100 countries.
We are managed through three reportable segments: Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions. Technology & Analytics Solutions provides mission critical information, technology solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial services. Contract Sales & Medical Solutions provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business”.
Throughout 2022 we experienced broad, robust demand for all our offerings as demonstrated by our results for the year ended December 31, 2022, and our remaining performance obligations of approximately $29.2 billion as of December 31, 2022. We produced these results in the face of significant unforeseen challenges presented by the global macro environment including wage inflation and attrition, general inflation, staff shortages affecting investigator sites, along with the slow recovery of patient visits. As a response to these challenges, we have decided to accelerate targeted productivity initiatives so we can mitigate the impact in 2023. Overall, the life sciences industry that we serve is a long-cycle business and is well placed to weather uncertainties.
The COVID-19 pandemic continued to impact operations in 2022. While we expanded our decentralized clinical trials capabilities and other more remote and technology-based offerings throughout 2022, due to the progression of the world’s overall response to the pandemic and specifically work related to clinical development of COVID-19 vaccines, we experienced a decline in revenues in 2022 from COVID-19 related work. If current trends for the pandemic continue, we expect to see a continued decline in COVID-19 related work in 2023 compared to 2022. As of December 31, 2022 COVID-19 related work did not represent a material amount of our remaining performance obligations.
The Company continues to maintain strong liquidity. As of December 31, 2022, cash and cash equivalents were $1,216 million and the Company had $425 million drawn under its $1.5 billion revolving credit facility. As of December 31, 2022, the Company was in compliance with the financial covenants under its debt agreements in all material respects and does not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity”.
Business Combinations
We have completed and will continue to consider strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, 2022 and 2021. These transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated financial information since the acquisition date. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
Sources of Revenues
Total revenues are comprised of revenues from the provision of our services. We do not have any material product revenues.
47
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 2022, approximately 30% of our revenues were denominated in currencies other than the United States dollar, which represents approximately 60 currencies. Because a large portion of our revenues and expenses are denominated in foreign currencies and our financial statements are reported in United States dollars, changes in foreign currency exchange rates can significantly affect our results of operations. The revenues and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States dollars for purposes of reporting our consolidated results. As a result, we believe that reporting results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of period to period comparisons. This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results. As such, the differences noted below between reported results of operations and constant currency information is wholly attributable to the effects of foreign currency rate fluctuations.
Consolidated Results of Operations
For information regarding our results of operations for our Technology & Analytics Solutions, Research & Development Solutions and Contract Sales & Medical Solutions segments, refer to “Segment Results of Operations” later in this section.
For a discussion of our results of operations comparison for 2021 and 2020, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on February 16, 2022.
Revenues
| Year Ended December 31, | Change | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||
| Revenues | $ | 14,410 | $ | 13,874 | $ | 11,359 | $ | 536 | 3.9 | % | $ | 2,515 | 22.1 | % |
2022 compared to 2021
In 2022, our revenues increased $536 million, or 3.9%, as compared to 2021. This increase was comprised of constant currency revenue growth of approximately $1,084 million, or 7.8%, reflecting a $483 million increase in Technology & Analytics Solutions, a $580 million increase in Research & Development Solutions, and a $21 million increase in Contract Sales & Medical Solutions.
48
Cost of Revenues, exclusive of Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | ||||||||
| Cost of revenues, exclusive of depreciation and amortization | $ | 9,382 | $ | 9,233 | $ | 7,500 | |||||
| % of revenues | 65.1 | % | 66.5 | % | 66.0 | % |
2022 compared to 2021
When compared to 2021, cost of revenues, exclusive of depreciation and amortization increased $149 million in 2022, or 1.6%. This increase included a constant currency increase of approximately $674 million, or 7.3%, comprised of a $228 million increase in Technology & Analytics Solutions, a $408 million increase in Research & Development Solutions, and a $38 million increase in Contract Sales & Medical Solutions.
As a percent of revenues, cost of revenues, exclusive of depreciation and amortization in 2022 decreased compared to 2021.
Selling, General and Administrative Expenses
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | ||||||||
| Selling, general and administrative expenses | $ | 2,071 | $ | 1,964 | $ | 1,789 | |||||
| % of revenues | 14.4 | % | 14.2 | % | 15.7 | % |
2022 compared to 2021
The $107 million increase in selling, general and administrative expenses in 2022 as compared to 2021 included a constant currency increase of approximately $211 million, or 10.7%, comprised of a $107 million increase in Technology & Analytics Solutions, a $81 million increase in Research & Development Solutions, a $8 million increase in Contract Sales & Medical Solutions, and a $15 million increase in general corporate and unallocated expenses.
Depreciation and Amortization
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | ||||||||
| Depreciation and amortization | $ | 1,130 | $ | 1,264 | $ | 1,287 | |||||
| % of revenues | 7.8 | % | 9.1 | % | 11.3 | % |
The $134 million decrease in depreciation and amortization in 2022 as compared to 2021 was primarily due to certain intangible assets from the merger between Quintiles and IMS Health becoming fully amortized in 2021, offset by higher intangible asset balances as a result of acquisitions occurring in 2021 and 2022, increased amortization due to higher capitalized software balances and accelerated amortization related to the abandonment of certain internally developed software assets.
Restructuring Costs
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Restructuring costs | $ | 28 | $ | 20 | $ | 52 |
The restructuring costs incurred were due to ongoing efforts to streamline our global operations and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. The remaining actions under these plans are expected to occur throughout 2023 and are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements.
49
Interest Income and Interest Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Interest income | $ | (13) | $ | (6) | $ | (6) | |||||
| Interest expense | $ | 416 | $ | 375 | $ | 416 |
Interest income included interest received primarily from bank balances and investments. The increase is primarily a result of higher deposit rates.
Interest expense during 2022 was higher than 2021 due primarily to higher base rate interest costs across the floating rate debt portfolio as well as from an increase in our net debt.
Loss on Extinguishment of Debt
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Loss on extinguishment of debt | $ | — | $ | 26 | $ | 13 |
During 2021, we recognized a loss on extinguishment of debt of $26 million for fees and expenses incurred related to the refinancing of our 3.250% Senior Notes due 2025 and Prior Credit Agreement as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Other expense (income), net
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Other expense (income), net | $ | 33 | $ | (130) | $ | (65) |
Other expense (income), net for 2022 increased compared to 2021 primarily due to foreign currency losses and losses on investments.
Income Tax Expense
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | ||||||||
| Income tax expense | $ | 260 | $ | 163 | $ | 72 | |||||
| Effective income tax rate | 19.1 | % | 14.5 | % | 19.3 | % |
In 2022, we recorded a benefit of $6 million related to a 2021 U.S. Federal tax return position associated with Foreign Derived Intangible Income (“FDII”) and Global Intangible Low-Taxed Income (“GILTI”) tax credits. In addition, our effective tax rate was impacted by changes in the geographical mix of earnings amongst foreign tax jurisdictions as well as state and local tax rates.
In 2021, we recorded a benefit of $29 million related to a 2020 U.S. Federal tax return position associated with FDII and GILTI tax credits. Also in 2021, we recorded a $9 million tax expense as a result of the U.S. Treasury Department issuing final regulations on foreign tax credits.
Equity in (Losses) Earnings of Unconsolidated Affiliates
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Equity in (losses) earnings of unconsolidated affiliates | $ | (12) | $ | 6 | $ | 7 |
Equity in (losses) earnings of unconsolidated affiliates decreased in 2022 compared to 2021 due to the losses in the operations of our unconsolidated affiliates.
50
Net Income Attributable to Non-controlling Interests
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net income attributable to non-controlling interests | $ | — | $ | (5) | $ | (29) |
Net income attributable to non-controlling interests included Quest Diagnostics Incorporated's ("Quest") interest in Q2 Solutions. On April 1, 2021 the Company acquired the 40% non-controlling interest in Q2 Solutions from Quest which resulted in a decrease in the net income attributable to non-controlling interests in 2022 compared to 2021. See Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding this transaction.
Segment Results of Operations
Revenues and profit by segment are as follows:
| Segment Revenues | Segment Profit | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||||
| Technology & Analytics Solutions | $ | 5,746 | $ | 5,534 | $ | 4,858 | $ | 1,550 | $ | 1,458 | $ | 1,216 | |||||||||||
| Research & Development Solutions | 7,921 | 7,556 | 5,760 | 1,695 | 1,476 | 1,048 | |||||||||||||||||
| Contract Sales & Medical Solutions | 743 | 784 | 741 | 42 | 75 | 57 | |||||||||||||||||
| Total | 14,410 | 13,874 | 11,359 | 3,287 | 3,009 | 2,321 | |||||||||||||||||
| General corporate and unallocated | (330) | (332) | (251) | ||||||||||||||||||||
| Depreciation and amortization | (1,130) | (1,264) | (1,287) | ||||||||||||||||||||
| Restructuring costs | (28) | (20) | (52) | ||||||||||||||||||||
| Consolidated | $ | 14,410 | $ | 13,874 | $ | 11,359 | $ | 1,799 | $ | 1,393 | $ | 731 |
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 to our segments.
Technology & Analytics Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||
| Revenues | $ | 5,746 | $ | 5,534 | $ | 4,858 | $ | 212 | 3.8% | $ | 676 | 13.9% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 3,348 | 3,278 | 2,900 | 70 | 2.1 | 378 | 13.0 | |||||||||||||||||
| Selling, general and administrative expenses | 848 | 798 | 742 | 50 | 6.3 | 56 | 7.5 | |||||||||||||||||
| Segment profit | $ | 1,550 | $ | 1,458 | $ | 1,216 | $ | 92 | 6.3% | $ | 242 | 19.9% |
Revenues
2022 compared to 2021
Technology & Analytics Solutions’ revenues were $5,746 million in 2022, an increase of $212 million, or 3.8%, over 2021. This increase was comprised of constant currency revenue growth of approximately $483 million, or 8.7%, reflecting revenue growth across all regions. The constant currency revenue growth was primarily driven by an increase in real world services, and to a lesser extent by increases in consulting and analytical services and information and technology services.
51
Cost of Revenues, exclusive of Depreciation and Amortization
2022 compared to 2021
Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, was $3,348 million in 2022, an increase of $70 million over 2021. This increase was comprised of constant currency increase of approximately $228 million, or 7.0%, reflecting an increase in compensation and related expenses to support revenue growth.
Selling, General and Administrative Expenses
2022 compared to 2021
Technology & Analytics Solutions’ selling, general and administrative expenses increased $50 million in 2022 as compared to 2021. This increase was comprised of a constant currency increase of approximately $107 million, or 13.4%, reflecting an increase in compensation and related expenses.
Research & Development Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||
| Revenues | $ | 7,921 | $ | 7,556 | $ | 5,760 | $ | 365 | 4.8% | $ | 1,796 | 31.2% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 5,395 | 5,303 | 3,974 | 92 | 1.7 | 1,329 | 33.4 | |||||||||||||||||
| Selling, general and administrative expenses | 831 | 777 | 738 | 54 | 6.9 | 39 | 5.3 | |||||||||||||||||
| Segment profit | $ | 1,695 | $ | 1,476 | $ | 1,048 | $ | 219 | 14.8% | $ | 428 | 40.8% |
Backlog
Research & Development Solutions' contracted backlog increased from $24.8 billion as of December 31, 2021 to $27.2 billion as of December 31, 2022 and we expect approximately $7.3 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $22.6 billion as of December 31, 2020.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenues will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenues generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project. For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The relationship of backlog to revenues varies over time.”
Revenues
2022 compared to 2021
Research & Development Solutions’ revenues were $7,921 million in 2022, an increase of $365 million, or 4.8%, over 2021. This increase was comprised of constant currency revenue growth of approximately $580 million, or 7.7%, reflecting revenue growth in the Europe and Africa and Asia-Pacific regions, partially offset by a decrease in COVID-19 related work in the Americas region. The constant currency revenue growth was primarily the result of volume-related increases in clinical services and to a lesser extent from volume-related increases in lab testing.
52
Cost of Revenues, exclusive of Depreciation and Amortization
2022 compared to 2021
Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $92 million, or 1.7%, in 2022 as compared to 2021. This increase included a constant currency increase of approximately $408 million, or 7.7%, reflecting an increase in compensation and related expenses as a result of volume-related increases in clinical services and lab testing.
Selling, General and Administrative Expenses
2022 compared to 2021
Research & Development Solutions’ selling, general and administrative expenses increased $54 million, or 6.9%, in 2022 as compared to 2021, which included a constant currency increase of approximately $81 million, or 10.4%, reflecting an increase in compensation and related expenses.
Contract Sales & Medical Solutions
| Year Ended December 31, | Change | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||
| Revenues | $ | 743 | $ | 784 | $ | 741 | $ | (41) | (5.2)% | $ | 43 | 5.8% | ||||||||||||
| Cost of revenues, exclusive of depreciation and amortization | 639 | 652 | 626 | (13) | (2.0) | 26 | 4.2 | |||||||||||||||||
| Selling, general and administrative expenses | 62 | 57 | 58 | 5 | 8.8 | (1) | (1.7) | |||||||||||||||||
| Segment profit | $ | 42 | $ | 75 | $ | 57 | $ | (33) | (44.0)% | $ | 18 | 31.6% |
Revenues
2022 compared to 2021
Contract Sales & Medical Solutions’ revenues were $743 million in 2022, a decrease of $41 million, or 5.2%, over 2021. This decrease included constant currency revenue growth of approximately $21 million, or 2.7%, reflecting revenue growth primarily in the Europe and Africa region. The constant currency revenue growth was largely due to a volume-related increase in services performed.
Cost of Revenues, exclusive of Depreciation and Amortization
2022 compared to 2021
Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $13 million, or 2.0%, in 2022 as compared to 2021. This decrease included a constant currency increase of approximately $38 million, or 5.8%, reflecting an increase in compensation and related expenses and reimbursed expenses.
Selling, General and Administrative Expenses
2022 compared to 2021
Contract Sales & Medical Solutions’ selling, general and administrative expenses increased $5 million, or 8.8%, in 2022 as compared to 2021. This increase included a constant currency increase of approximately $8 million, or 14.0%, reflecting an increase in compensation and related expenses and IT-related expenses.
53
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 $1,216 million as of December 31, 2022 ($349 million of which was in the United States), a decrease from $1,366 million as of December 31, 2021.
Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our operating requirements, capital expenditures, contractual obligations, and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.
Equity Repurchase Program
On February 10, 2022 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 $2.0 billion, which increased the total amount that has been authorized under the Repurchase Program to $9.725 billion since the program's inception in October 2013. The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.
As of December 31, 2022, the Company had remaining authorization to repurchase up to approximately $1.36 billion 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.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2022, we had $12.8 billion of total indebtedness, excluding $1.1 billion of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.
54
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2022, we believe we were in compliance with our restrictive covenants in all material respects.
Senior Secured Credit Facilities
On June 16, 2022, the Company entered into Amendment No. 1 to the Company’s Fifth Amended and Restated Credit Agreement (as amended, the “Fifth Amended and Restated Credit Agreement”) to borrow $1,250 million in Additional Term A Loans. The proceeds from the Additional Term A Loans were used to repay approximately $950 million of outstanding revolving credit loans under the Company's senior secured credit facilities and for general corporate purposes.
On October 13, 2022, the Company elected to prepay $510 million, the entire outstanding balance, of its U.S. Dollar Term B Loan due 2024.
As of December 31, 2022, the Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $7,637 million, which consisted of $6,562 million principal amounts of debt outstanding and $1,070 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $1,500 million. The revolving credit facility is comprised of a $675 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The term A loans and revolving credit facility under the Fifth Amended and Restated Credit Agreement mature in August 2026, the Additional Term A Loans mature June 2027, while the term B loans under the Fifth Amended and Restated Credit Agreement mature in 2024 and 2025. We are required to make scheduled quarterly payments on the term A loans and the Additional Term A Loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Fifth Amended and Restated Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Receivables Financing Facility
For information regarding the receivables financing facility, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. As of December 31, 2022, no additional amounts of revolving loan commitments were available under the receivables financing facility.
Years ended December 31, 2022, 2021 and 2020
Cash Flow from Operating Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net cash provided by operating activities | $ | 2,260 | $ | 2,942 | $ | 1,959 |
55
2022 compared to 2021
Cash provided by operating activities decreased $682 million in 2022 as compared to 2021. The decrease is primarily due to a decrease in cash from unearned income ($560 million) and accounts receivable and unbilled services ($283 million) and an increase in cash used for income tax and other payables ($126 million), offset by a decrease in cash for accounts payable and accrued expenses ($183 million), an increase in cash-related net income ($82 million) and less cash used for prepaid expenses and other assets ($22 million).
Cash Flow from Investing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net cash used in investing activities | $ | (2,006) | $ | (2,103) | $ | (796) |
2022 compared to 2021
Cash used in investing activities decreased $97 million in 2022 as compared to 2021. The decrease was primarily driven by less cash used for the acquisition of businesses, net of cash acquired ($143 million), a decrease in purchase of marketable securities ($5 million) and an increase in cash from other sources ($3 million), offset by an increase in acquisitions of property, equipment, and software ($34 million), an increase in investments in unconsolidated affiliates ($15 million) and a decrease in net proceeds from the sale of equity securities ($5 million).
Cash Flow from Financing Activities
| Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | 2020 | ||||||||
| Net cash used in financing activities | $ | (329) | $ | (1,235) | $ | (217) |
2022 compared to 2021
Cash used in financing activities decreased $906 million in 2022 as compared to 2021, primarily due to a decrease in debt payments ($1,457 million), the absence of cash payments for the Company's acquisition of Quest's non-controlling interest in Q2 Solutions ($758 million), a decrease in cash used in repayments of revolving credit facilities, net of proceeds ($115 million), a decrease in cash payments on contingent consideration and deferred purchase price accruals ($16 million), offset by an increase in cash used to repurchase common stock ($762 million), a decrease in cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($666 million) and an increase in cash payments related to employee stock option plans ($12 million).
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our accruals are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.
56
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2022:
| (in millions) | 2023 | 2024-2025 | 2026-2027 | Thereafter | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt, including interest (1) | $ | 723 | $ | 5,514 | $ | 6,026 | $ | 2,596 | $ | 14,859 | |||||||||
| Operating leases | 123 | 173 | 66 | 38 | 400 | ||||||||||||||
| Finance leases | 11 | 25 | 26 | 295 | 357 | ||||||||||||||
| Data acquisition | 609 | 518 | 204 | 6 | 1,337 | ||||||||||||||
| Purchase obligations (2) | 79 | 24 | 9 | 11 | 123 | ||||||||||||||
| Commitments to unconsolidated affiliates (3) | — | — | — | — | — | ||||||||||||||
| Benefit obligations (4) | 32 | 28 | 31 | 81 | 172 | ||||||||||||||
| Uncertain income tax positions (5) | 22 | 20 | 15 | — | 57 | ||||||||||||||
| Total | $ | 1,599 | $ | 6,302 | $ | 6,377 | $ | 3,027 | $ | 17,305 |
(1) Interest payments on our debt are based on the interest rates in effect as of December 31, 2022.
(2) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions.
(3) We are currently committed to invest $249 million in private equity funds. As of December 31, 2022, we have funded approximately $119 million of these commitments and we have approximately $130 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.
(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2023 for our funded pension benefit plans. We made cash contributions totaling approximately $35 million to our defined benefit plans in 2022, and we estimate that we will make contributions totaling approximately $32 million to our defined benefit plans in 2023. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2023.
(5) As of December 31, 2022, our liability related to uncertain income tax positions was approximately $136 million, $79 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
57
Revenue Recognition
The majority of the Company’s contracts within the Research & Development Solutions segment are service contracts for clinical research that represent a single performance obligation. The Company provides a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. The Company recognizes revenues over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other reimbursed expenses for the Company’s clinical monitors). This cost-based method of revenue recognition requires the Company to make estimates of costs to complete its projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days' notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract. A hypothetical increase of one percent in the estimated costs to complete these service contracts as of December 31, 2022 could have resulted in approximately a one percent reduction in total revenues for the year ended December 31, 2022, whereas, a hypothetical decrease of one percent could have resulted in a one percent increase in total revenues.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to GILTI as a period cost when incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, will be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any non-controlling interests in the acquiree are recorded at their estimated fair values on the date of the acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired, liabilities assumed and non-controlling interests including expected future cash flows and discount rates that reflect the risk associated with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31. The impairment analysis requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events. For the years ended December 31, 2022, 2021 and 2020, the Company determined that there was no impairment of goodwill.
58
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income based upon the classification of the individuals who were granted stock-based awards.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In developing our assumptions, we take into account the following:
•We calculate expected volatility based on an analysis of the historical volatility of the Company's stock since the Merger in October 2016 and reported data for selected reasonably similar publicly traded companies for which the historical information is available. We plan to continue to use an analysis that incorporates the selected reasonably similar publicly traded companies volatility information and the historical volatility of our common shares to measure expected volatility for future award grants;
•We determine the risk-free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of grant;
•We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•We estimate the average expected life of the award based on our historical experience; and
•We estimate forfeitures based on our historical analysis of actual forfeitures.
The Company accounts for its stock-based compensation for performance awards related to compound annual earnings per share (“EPS”) growth over a three year period based on the closing market price of the Company’s common stock on the date of grant, and for performance awards related to relative total shareholder return (“TSR”) based on a Monte Carlo simulation model. The Company records the expense amount of the EPS awards based on its estimates of the likelihood that the various performance targets will be achieved. The estimates are assessed on a quarterly basis. For the TSR awards the Company records the expense amount evenly over the service period.
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans and postretirement medical plans. The determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases. In addition, retiree medical care cost trend rates are a key assumption used exclusively in determining costs for our postretirement health care and life insurance benefit plans.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
59
FY 2021 10-K MD&A
SEC filing source: 0001478242-22-000041.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
47
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 79,000 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 critical information, technology solutions and real world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, is engaged in research and development and provides clinical research and clinical trial services. Contract Sales & Medical Solutions provides contract sales to both biopharmaceutical clients and the broader healthcare market.
For a description of our service offerings within our segments, refer to Part I, Item 1, “Business”.
Industry Outlook
For information about the industry outlook and markets that we operate in, refer to Part I, Item I, “Our Market Opportunity”.
Overview of the Impact of COVID-19
During 2020, the COVID-19 pandemic disrupted the pace of our clinical trials and offerings that rely on face-to-face interactions, but, at the same time, it accelerated change in the industry and created demand for new services. The pandemic resulted in the delay but not cancellation of a number of existing and planned clinical trials, both because many clinical trials were slowed or temporarily paused and because many planned clinical trials did not begin as scheduled as they were crowded out by clinical trials for COVID-19 vaccines and other therapies. During 2021, we experienced an acceleration in business momentum as these delayed clinical trial activities began or restarted, which contributed to our financial results for the year.
Throughout the past year and into 2022, we have worked on a substantial number of COVID-related projects. COVID-specific work currently does not represent a material amount of our backlog and is executed over shorter timelines than other therapeutic work, though we do anticipate that this work will continue through 2022 and potentially into 2023 and beyond. There will be a need for vaccines for multiple manufacturers to meet global demand, new vaccines for emerging variants of the virus, alternative vaccines needed as a result of adverse safety events, quality issues, or manufacturing delays, novel treatment programs that are targeted at specific populations and conditions, and vaccine safety monitoring studies.
The pandemic has also affected our business strategy in a number of ways. One of the most significant impacts on our Research & Development Solutions business, has been the acceleration of decentralized clinical trials. Decentralized clinical trials combine the use of remote technologies and field-based services to enable portions of a clinical trial to be conducted away from an investigator site. This approach reduces the burden on patients of having to travel to and from investigator sites frequently and allows trials to continue to be conducted even during periods of limited access to investigator sites. While the decentralized clinical trial opportunity was identified before COVID-19, we saw how critical those capabilities were during the pandemic and accelerated their development accordingly. We invested in the use of remote technologies, expanded our relationships with local laboratories and healthcare providers, and established a virtual network of investigators and care professionals.
48
We also took the opportunity presented by the pandemic to completely rethink and revolutionize our workplace and in 2021 we implemented the IQVIA Future of Work program. This program was designed to address employee feedback for more flexibility, and it will facilitate approximately 80% of our employees working in flexible arrangements, reducing our physical footprint and the employee commute impact on the environment. To facilitate this transition, we made investments in real estate to reconfigure our office space to install the most efficient work arrangements and in technology to support our employees and ensure that we can innovate, collaborate and grow successfully.
The Company continues to maintain strong liquidity. As of December 31, 2021, cash and cash equivalents were $1,366 million and the Company had $100 million drawn under its $1.5 billion revolving credit facility. As of December 31, 2021, the Company was in compliance with the financial covenants under its debt agreements in all material respects and does not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.
Business Combinations
We have completed and will continue to consider strategic business combinations to enhance our capabilities and offerings in certain areas, including various individually immaterial acquisitions during the years ended December 31, 2021 and 2020. These transactions were accounted for as business combinations and the acquired results of operations are included in our consolidated financial information since the acquisition date. See Note 14 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information with respect to these business combinations.
Sources of 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 costs of revenue, reimbursed expenses and selling, general and administrative expenses. Costs of revenue include 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. As noted above, reimbursed expenses 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, facilities and depreciation and amortization.
Foreign Currency Translation
In 2021, approximately 35% 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 revenue and expenses of our foreign operations are generally denominated in local currencies and translated into United States dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States dollars for purposes of reporting our consolidated results. As a result, we believe that reporting results of operations that exclude the effects of foreign currency rate fluctuations on certain financial results can facilitate analysis of period to period comparisons. This constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results
49
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 a discussion of our results of operations comparison for 2020 and 2019, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 12, 2021.
Revenues
| Year Ended December 31, | Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||||||||||||
| (dollars in millions) | 2021 | 2020 | 2019 | $ | % | $ | % | ||||||||||||||||||
| Revenues | $ | 13,874 | $ | 11,359 | $ | 11,088 | $ | 2,515 | 22.1 | % | $ | 271 | 2.4 | % |
2021 compared to 2020
In 2021, our revenues increased $2,515 million, or 22.1%, as compared to 2020. This increase was comprised of constant currency revenue growth of approximately $2,398 million, or 21.1%, reflecting a $604 million increase in Technology & Analytics Solutions, a $1,752 million increase in Research & Development Solutions, and a $42 million increase in Contract Sales & Medical Solutions.
Costs of Revenue, exclusive of Depreciation and Amortization
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | |||||||
| Costs of revenue, exclusive of depreciation and amortization | $ | 9,233 | $ | 7,500 | $ | 7,300 | ||||
| % of revenues | 66.5 | % | 66.0 | % | 65.8 | % |
2021 compared to 2020
When compared to 2020, costs of revenue, exclusive of depreciation and amortization, in 2021 increased $1,733 million, or 23.1%. This increase included a constant currency increase of approximately $1,606 million, or 21.4%, comprised of a $314 million increase in Technology & Analytics Solutions, a $1,267 million increase in Research & Development Solutions, and a $25 million increase in Contract Sales & Medical Solutions.
As a percent of revenues, costs of revenue, exclusive of depreciation and amortization in 2021 increased compared to 2020.
Selling, General and Administrative Expenses
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | |||||||
| Selling, general and administrative expenses | $ | 1,964 | $ | 1,789 | $ | 1,734 | ||||
| % of revenues | 14.2 | % | 15.7 | % | 15.6 | % |
2021 compared to 2020
The $175 million increase in selling, general and administrative expenses in 2021 as compared to 2020 included a constant currency increase of approximately $151 million, or 8.4%, comprised of a $42 million increase in Technology & Analytics Solutions, a $32 million increase in Research & Development Solutions, a $(1) million decrease in Contract Sales & Medical Solutions, and a $78 million increase in general corporate and unallocated expenses.
50
Depreciation and Amortization
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | |||||||
| Depreciation and amortization | $ | 1,264 | $ | 1,287 | $ | 1,202 | ||||
| % of revenues | 9.1 | % | 11.3 | % | 10.8 | % |
The $(23) million decrease in depreciation and amortization in 2021 as compared to 2020 was primarily due to certain intangible assets from the merger between Quintiles and IMS Health becoming fully amortized in 2021, offset by higher intangible asset balances as a result of acquisitions occurring in 2020 and 2021, increased amortization due to higher capitalized software balances, and accelerated amortization related to intangibles impacted by the Company's acquisition of Quest's non-controlling interest in Q2 Solutions.
Restructuring Costs
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Restructuring costs | $ | 20 | $ | 52 | $ | 75 |
The restructuring costs incurred were due to ongoing efforts to streamline our global operations. The remaining actions under these plans are expected to occur throughout 2022 and are expected to consist of consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements.
Interest Income and Interest Expense
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Interest income | $ | (6) | $ | (6) | $ | (9) | ||||
| Interest expense | $ | 375 | $ | 416 | $ | 447 |
Interest income included interest received primarily from bank balances and investments.
Interest expense during 2021 was lower than 2020 due to lower interest rates attributed to lower LIBOR rates, the refinancing of our existing term A loans and the redemption of our 3.250% senior notes due 2025, which was offset by the interest expense on the issuance of our 1.750% senior notes due 2026 and 2.250% senior notes due 2029. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on these transactions.
Loss on Extinguishment of Debt
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Loss on extinguishment of debt | $ | 26 | $ | 13 | $ | 24 |
During 2021, we recognized loss on extinguishment of debt of $26 million for fees and expenses incurred related to the refinancing of our 3.250% senior notes due 2025 and Prior Credit Agreement as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
During 2020, we recognized loss on extinguishment of debt of $13 million for fees and expenses incurred related to the refinancing of our 3.500% senior notes due 2024 as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
51
Other Income, Net
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Other income, net | $ | (130) | $ | (65) | $ | (37) |
Other income, net for 2021 increased compared to 2020 primarily due to foreign currency gain.
Income Tax Expense
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | |||||||
| Income tax expense | $ | 163 | $ | 72 | $ | 116 | ||||
| Effective income tax rate | 14.5 | % | 19.3 | % | 33.0 | % |
In 2021, we recorded a benefit of $29 million related to a 2020 U.S. Federal tax return position associated with Foreign Derived Intangible Income (“FDII”) and Global Intangible Low-Taxed Income (“GILTI”) tax credits. Also in 2021, we recorded a $9 million tax expense as a result of the U.S. Treasury Department issuing final regulations on Foreign Tax Credits.
In 2020, the U.S. Treasury Department issued final regulations regarding FDII and GILTI. We have determined we will elect the GILTI high tax exception as allowed by the final regulations and have amended our 2018 U.S. Federal consolidated income tax returns and plan to amend our 2019 US Federal consolidated income tax returns resulting in a favorable impact of $26 million, which we recorded in 2020.
In 2019 the U.S. Treasury Department issued final regulations on the transition tax and proposed regulations on FDII, which was introduced by the Tax Act enacted by the U.S. government on December 22, 2017. The Tax Act is comprehensive legislation that includes provisions that lower the federal corporate income tax rate from 35% to 21% beginning in 2018 and imposes a one-time transition tax on undistributed foreign earnings. The final regulations related to the transition tax did not have a material impact. As a result of the proposed FDII guidance, which was subsequently finalized in 2020, we reversed the tax benefit originally recorded in 2018 by recording a tax expense of $25 million for this impact in 2019.
Equity in Earnings (Losses) of Unconsolidated Affiliates
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Equity in earnings (losses) of unconsolidated affiliates | $ | 6 | $ | 7 | $ | (9) |
Equity in earnings (losses) of unconsolidated affiliates remained relatively consistent in 2021 compared to 2020.
Net Income Attributable to Non-controlling Interests
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Net income attributable to non-controlling interests | $ | (5) | $ | (29) | $ | (36) |
Net income attributable to non-controlling interests included Quest’s interest in Q2 Solutions. On April 1, 2021 the Company acquired the 40% non-controlling interest in Q2 Solutions from Quest which resulted in a decrease in the net income attributable to non-controlling interests in 2021 compared to 2020. See Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding this transaction.
52
Segment Results of Operations
Revenues and profit by segment are as follows:
| Segment Revenues | Segment Profit | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | 2021 | 2020 | 2019 | ||||||||||||||||
| Technology & Analytics Solutions | $ | 5,534 | $ | 4,858 | $ | 4,486 | $ | 1,458 | $ | 1,216 | $ | 1,101 | ||||||||||
| Research & Development Solutions | 7,556 | 5,760 | 5,788 | 1,476 | 1,048 | 1,141 | ||||||||||||||||
| Contract Sales & Medical Solutions | 784 | 741 | 814 | 75 | 57 | 52 | ||||||||||||||||
| Total | 13,874 | 11,359 | 11,088 | 3,009 | 2,321 | 2,294 | ||||||||||||||||
| General corporate and unallocated | (332) | (251) | (240) | |||||||||||||||||||
| Depreciation and amortization | (1,264) | (1,287) | (1,202) | |||||||||||||||||||
| Restructuring costs | (20) | (52) | (75) | |||||||||||||||||||
| Consolidated | $ | 13,874 | $ | 11,359 | $ | 11,088 | $ | 1,393 | $ | 731 | $ | 777 |
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 to our segments.
Technology & Analytics Solutions
| Year Ended December 31, | Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||||||||
| Revenues | $ | 5,534 | $ | 4,858 | $ | 4,486 | $ | 676 | 13.9 | % | $ | 372 | 8.3 | % | |||||||||||
| Costs of revenue, exclusive of depreciation and amortization | 3,278 | 2,900 | 2,663 | 378 | 13.0 | 237 | 8.9 | ||||||||||||||||||
| Selling, general and administrative expenses | 798 | 742 | 722 | 56 | 7.5 | 20 | 2.8 | ||||||||||||||||||
| Segment profit | $ | 1,458 | $ | 1,216 | $ | 1,101 | $ | 242 | 19.9 | % | $ | 115 | 10.4 | % |
Revenues
2021 compared to 2020
Technology & Analytics Solutions’ revenues were $5,534 million in 2021, an increase of $676 million, or 13.9%, over 2020. This increase was comprised of constant currency revenue growth of approximately $604 million, or 12.4%, reflecting revenue growth across all regions. The revenue growth was driven by higher technology, real-world and analytical services and COVID-19 related work.
Costs of Revenue, exclusive of Depreciation and Amortization
2021 compared to 2020
Technology & Analytics Solutions’ costs of revenue, exclusive of depreciation and amortization, were $3,278 million in 2021, an increase of $378 million over 2020. This increase was comprised of constant currency increase of approximately $314 million, or 10.8%, reflecting an increase in compensation and related expenses to support revenue growth.
53
Selling, General and Administrative Expenses
2021 compared to 2020
Technology & Analytics Solutions’ selling, general and administrative expenses increased $56 million in 2021 as compared to 2020. This increase was comprised of a constant currency increase of approximately $42 million, or 5.7%, reflecting an increase in compensation and related expenses.
Research & Development Solutions
| Year Ended December 31, | Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||||||||
| Revenues | $ | 7,556 | $ | 5,760 | $ | 5,788 | $ | 1,796 | 31.2 | % | $ | (28) | (0.5) | % | |||||||||||
| Costs of revenue, exclusive of depreciation and amortization | 5,303 | 3,974 | 3,936 | 1,329 | 33.4 | 38 | 1.0 | ||||||||||||||||||
| Selling, general and administrative expenses | 777 | 738 | 711 | 39 | 5.3 | 27 | 3.8 | ||||||||||||||||||
| Segment profit | $ | 1,476 | $ | 1,048 | $ | 1,141 | $ | 428 | 40.8 | % | $ | (93) | (8.2) | % |
Backlog
Research & Development Solutions contracted backlog increased from $22.6 billion as of December 31, 2020 to $24.8 billion as of December 31, 2021 and we expect approximately $7.0 billion of this backlog to convert to revenue in the next 12 months. Contracted backlog was $19.0 billion as of December 31, 2019.
Backlog represents, at a particular point in time, future revenues from work not yet completed or performed under signed contracts. Once work begins on a project, revenues are recognized over the duration of the project.
We believe that backlog is an indicator of future revenues but the timing of revenue will be affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, cancellations, and changes to the scope of work during the course of projects. Projects that have been delayed remain in backlog, but the timing of the revenue generated may differ from the timing originally expected. Additionally, projects may be terminated or delayed by the customer or delayed by regulatory authorities. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to winding down the canceled project. For more details regarding risks related to our backlog, see Part I, Item IA, “Risk Factors—Risks Related to our Business—The relationship of backlog to revenues varies over time.”
Revenues
2021 compared to 2020
Research & Development Solutions’ revenues were $7,556 million in 2021, an increase of $1,796 million, or 31.2%, over 2020. This increase was comprised of constant currency revenue growth of approximately $1,752 million, or 30.4%, reflecting revenue growth across all regions. The revenue growth was primarily the result of volume-related increases in clinical services and lab testing, including incremental revenue from large COVID-19 vaccine clinical trials.
54
Costs of Revenue, exclusive of Depreciation and Amortization
2021 compared to 2020
Research & Development Solutions’ costs of revenue, exclusive of depreciation and amortization, increased $1,329 million, or 33.4%, in 2021 as compared to 2020. This increase included a constant currency increase of approximately $1,267 million, or 31.9%, reflecting an increase in compensation and related expenses as a result of volume-related increases in clinical services and lab testing.
Selling, General and Administrative Expenses
2021 compared to 2020
Research & Development Solutions’ selling, general and administrative expenses increased $39 million, or 5.3%, in 2021 as compared to 2020, which included a constant currency increase of approximately $32 million, or 4.3%, reflecting an increase in compensation and related expenses.
Contract Sales & Medical Solutions
| Year Ended December 31, | Change | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in millions) | 2021 | 2020 | 2019 | 2021 vs. 2020 | 2020 vs. 2019 | ||||||||||||||||||||
| Revenues | $ | 784 | $ | 741 | $ | 814 | $ | 43 | 5.8 | % | $ | (73) | (9.0) | % | |||||||||||
| Costs of revenue, exclusive of depreciation and amortization | 652 | 626 | 701 | 26 | 4.2 | (75) | (10.7) | ||||||||||||||||||
| Selling, general and administrative expenses | 57 | 58 | 61 | (1) | (1.7) | (3) | (4.9) | ||||||||||||||||||
| Segment profit | $ | 75 | $ | 57 | $ | 52 | $ | 18 | 31.6 | % | $ | 5 | 9.6 | % |
Revenues
2021 compared to 2020
Contract Sales & Medical Solutions’ revenues were $784 million in 2021, an increase of $43 million, or 5.8%, over 2020. This increase was comprised of a constant currency revenue growth of approximately $42 million, or 5.7%, reflecting a volume increase primarily in the Americas and Asia-Pacific regions.
Costs of Revenue, exclusive of Depreciation and Amortization
2021 compared to 2020
Contract Sales & Medical Solutions’ costs of revenue, exclusive of depreciation and amortization, increased $26 million, or 4.2%, in 2021 as compared to 2020. This increase included a constant currency increase of approximately $25 million, or 4.0%, reflecting an increase in compensation and related expenses.
Selling, General and Administrative Expenses
2021 compared to 2020
Contract Sales & Medical Solutions’ selling, general and administrative expenses decreased $(1) million, or (1.7)%, in 2021 as compared to 2020. This decrease included a constant currency decrease of approximately $(1) million, or (1.7)%, reflecting a decrease in compensation and related expenses.
55
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 $1,366 million as of December 31, 2021 ($385 million of which was in the United States), a decrease from $1,814 million as of December 31, 2020.
Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our operating requirements, capital expenditures, contractual obligations, and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.
Equity Repurchase Program
On February 10, 2022 the Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an additional $2.0 billion, which increased the total amount that has been authorized under the Repurchase Program to $9.725 billion since the plan’s inception in October 2013. The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.
As of December 31, 2021, the Company had remaining authorization to repurchase up to approximately $0.5 billion of its common stock under the Repurchase Program. The February 10, 2022 $2.0 billion increase in the stock repurchase authorization, increased the remaining authorization to repurchase common stock under the Repurchase Program up to approximately $2.5 billion. 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.
Additional information regarding the Repurchase Program is presented in Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and Note 13 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Debt
As of December 31, 2021, we had $12.2 billion of total indebtedness, excluding $1.4 billion of available borrowings under our revolving credit facilities. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.
56
Our long-term debt arrangements contain customary restrictive covenants and, as of December 31, 2021, we believe we were in compliance with our restrictive covenants in all material respects.
Senior Secured Credit Facilities
As of December 31, 2021, the Fifth Amended and Restated Credit Agreement, as amended (the “Fifth Amended and Restated Credit Agreement”) provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $7,140 million, which consisted of $5,740 million principal amounts of debt outstanding and $1,400 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $1,500 million. The revolving credit facility is comprised of a $675 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The term A loans and revolving credit facility under the Fifth Amended and Restated Credit Agreement mature in August 2026, while the term B loans under the Fifth Amended and Restated Credit Agreement mature in 2024 and 2025. We are required to make scheduled quarterly payments on the term A loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Fifth Amended and Restated Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.
For information regarding the senior secured credit facilities, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Receivables Financing Facility
For information regarding receivables financing facility, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. As of December 31, 2021, no additional amounts of revolving loans were available under the receivables financing facility.
Years ended December 31, 2021, 2020 and 2019
Cash Flow from Operating Activities
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Net cash provided by operating activities | $ | 2,942 | $ | 1,959 | $ | 1,417 |
2021 compared to 2020
Cash provided by operating activities increased $983 million in 2021 as compared to 2020. The increase is primarily due to an increase in cash-related net income ($762 million), an increase in advanced billings ($411 million), a decrease in prepaid expenses and other assets ($131 million) and the timing of income tax and other payables ($81 million), offset by a decrease in accounts receivable and unbilled services ($393 million) and the timing of accounts payable and accrued expenses ($9 million).
Cash Flow from Investing Activities
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Net cash used in investing activities | $ | (2,103) | $ | (796) | $ | (1,190) |
57
2021 compared to 2020
Cash used in investing activities increased $1,307 million in 2021 as compared to 2020. The increase was primarily driven by more cash used for the acquisition of businesses, net of cash acquired ($1,281 million), acquisitions of property, equipment, and software ($24 million), lower net payments received from unconsolidated affiliates ($15 million) and an increase in purchase of marketable securities ($1 million), offset by an increase in net proceeds from sale of equity securities ($7 million), and other ($7 million).
Cash Flow from Financing Activities
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | 2019 | |||||||
| Net cash used in financing activities | $ | (1,235) | $ | (217) | $ | (276) |
2021 compared to 2020
Cash used in financing activities increased $1,018 million in 2021 as compared to 2020, primarily due to an increase in debt payments ($1,227 million), cash payments for the Company's acquisition of Quest's non-controlling interest in Q2 Solutions ($758 million), an increase in cash payments on contingent consideration and deferred purchase price accruals ($20 million) and an increase in cash payments related to employee stock option plans ($15 million), offset by a decrease in cash used in repayments of revolving credit facilities, net of proceeds ($595 million), a decrease in cash used to repurchase common stock ($41 million), an increase in cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($353 million) and a decrease in cash distributions to non-controlling interests ($13 million).
Contingencies
We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are in Note 12 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our reserves are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.
We believe that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. We also believe that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.
Off-Balance Sheet Arrangements
We do not have any material off-balance sheet arrangements.
58
Contractual Obligations and Commitments
Below is a summary of our future payment commitments by year under contractual obligations as of December 31, 2021:
| (in millions) | 2022 | 2023-2024 | 2025-2026 | Thereafter | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Long-term debt, including interest(1) | $ | 394 | $ | 3,053 | $ | 6,207 | $ | 3,883 | $ | 13,537 | ||||||||
| Operating leases | 143 | 200 | 103 | 48 | 494 | |||||||||||||
| Finance leases | 10 | 20 | 20 | 201 | 251 | |||||||||||||
| Data acquisition | 657 | 619 | 265 | 2 | 1,543 | |||||||||||||
| Purchase obligations(2) | 13 | 8 | 3 | 1 | 25 | |||||||||||||
| Commitments to unconsolidated affiliates(3) | — | — | — | — | — | |||||||||||||
| Benefit obligations(4) | 33 | 28 | 33 | 81 | 175 | |||||||||||||
| Uncertain income tax positions(5) | 21 | 25 | 12 | 2 | 60 | |||||||||||||
| Total | $ | 1,271 | $ | 3,953 | $ | 6,643 | $ | 4,218 | $ | 16,085 |
(1) Interest payments on our debt are based on the interest rates in effect on December 31, 2021.
(2) Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions.
(3) We are currently committed to invest $139 million in private equity funds. As of December 31, 2021, we have funded approximately $91 million of these commitments and we have approximately $48 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.
(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2022 for our funded pension benefit plans. We made cash contributions totaling approximately $29 million to our defined benefit plans in 2021, and we estimate that we will make contributions totaling approximately $33 million to our defined benefit plans in 2022. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2022.
(5) As of December 31, 2021, our liability related to uncertain income tax positions was approximately $131 million, $71 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.
Application of Critical Accounting Policies and Estimates
Note 1 to the audited consolidated financial statements provided elsewhere in this Annual Report on Form 10-K describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results may differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
59
Revenue Recognition
The majority of the Company’s contracts within the Research & Development Solutions segment are service contracts for clinical research that represent a single performance obligation. The Company provides a significant integration service resulting in a combined output, which is clinical trial data that meets the relevant regulatory standards and can be used by the customer to progress to the next phase of a clinical trial or solicit approval of a treatment by the applicable regulatory body. The performance obligation is satisfied over time as the output is captured in data and documentation that is available for the customer to consume over the course of the arrangement and furthers progress of the clinical trial. The Company recognizes revenue over time using a cost-based input method since there is no single output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party costs (such as payments to investigators and other pass through expenses for the Company’s clinical monitors). This cost-based method of revenue recognition requires the Company to make estimates of costs to complete its projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded in the period in which the estimate is revised. Most contracts may be terminated upon 30 to 90 days notice by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination, as well as for subsequent services rendered to close out the contract.
Income Taxes
The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to GILTI as a period cost when incurred. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, would be realized. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
Income tax expense is based on the distribution of profit before income tax among the various taxing jurisdictions in which we operate, adjusted as required by the income tax laws of each taxing jurisdiction. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate. We do not consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States.
Business Combinations and Goodwill
We use the acquisition method to account for business combinations, and accordingly, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recorded at their estimated fair values on the date of the acquisition. We use significant judgments, estimates and assumptions in determining the estimated fair value of assets acquired, liabilities assumed and non-controlling interest including expected future cash flows and discount rates that reflect the risk associated with the expected future cash flows and estimated useful lives.
We have recorded and allocated to our reporting units the excess of the purchase price over the fair value of the net assets acquired, known as goodwill. The recoverability of goodwill is evaluated annually for impairment, or if and when events or circumstances indicate a possible impairment. We perform our annual goodwill impairment evaluation as of July 31. The impairment analysis requires significant judgments, estimates and assumptions, including those related to macroeconomic conditions, industry and market considerations, cost factors, financial performance, fair value history and other company specific events. For the years ended December 31, 2021, 2020 and 2019, the Company determined that there was no impairment of goodwill.
We review the carrying values of other identifiable intangible assets if the facts and circumstances indicate a possible impairment. Any future impairment could have a material adverse effect on our financial condition or results of operations.
60
Stock-based Compensation
We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income based upon the classification of the individuals who were granted stock-based awards.
The Black-Scholes-Merton option-pricing model requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk-free interest rate and the fair value of the underlying common shares on the date of grant. In developing our assumptions, we take into account the following:
•We calculate expected volatility based on reported data for selected reasonably similar publicly traded companies for which the historical information is available. We plan to continue to use the guideline peer group volatility information until the historical volatility of our common shares is relevant to measure expected volatility for future award grants;
•We determine the risk-free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of grant;
•We estimate the dividend yield to be zero as we do not currently anticipate paying any future dividends;
•We estimate the average expected life of the award based on our historical experience; and
•We estimate forfeitures based on our historical analysis of actual forfeitures.
The Company accounts for its stock-based compensation for performance awards based on the closing market price of the Company's common stock on the date of grant, and for performance awards that include market conditions based upon the Monte Carlo simulation model. The Company records the expense amount of these awards based on its estimates of the likelihood that the various performance targets will be achieved. The estimates are assessed on a quarterly basis.
Pensions and Other Postretirement Benefits
We provide retirement benefits to certain employees, including defined benefit pension plans and postretirement medical plans. The determination of benefit obligations and expense is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, expected return on plan assets, cash balance crediting rate, lump sum conversion rate and the assumed rate of compensation increases. In addition, retiree medical care cost trend rates are a key assumption used exclusively in determining costs for our postretirement health care and life insurance benefit plans.
Recently Issued Accounting Standards
Information relating to recently issued accounting standards is included in Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.