IQVIA Holdings 10-K/A 2013-12-31

Filed 2014-02-21. 7 sections, 263K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

10-K/A 1 d635141d10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-35907

QUINTILES TRANSNATIONAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)


North Carolina		27-1341991
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4820 Emperor Blvd., Durham, North Carolina 27703

(Address of principal executive offices and Zip Code)

(919) 998-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:		Name of Each Exchange on which Registered
Common Stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or section 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price as reported on the New York Stock Exchange on June 28, 2013, the last business day of the registrant’s most recently completed second quarter, was approximately $1,419,937,239.

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.


Class		Number of Shares Outstanding
Common Stock $0.01 par value		129,922,407 shares outstanding as of February 18, 2014

DOCUMENTS INCORPORATED BY REFERENCE

None.

QUINTILES TRANSNATIONAL HOLDINGS INC.

FORM 10-K/A

TABLE OF CONTENTS

EXPLANATORY NOTE


Item		Page

	PART III
10.	Directors, Executive Officers and Corporate Governance		3
11.	Executive Compensation		10
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		42
13.	Certain Relationships and Related Transactions and Director Independence		46
14.	Principal Accountant Fees and Services		50

	PART IV
15.	Exhibits and Financial Statement Schedules		51
	Signatures		52
	Exhibit Index		53

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2013 originally filed on February 13, 2014 (the “Form 10-K”) by Quintiles Transnational Holdings Inc. (“Quintiles,” the “company,” “we” or “us”). We are filing this Amendment to present the information required by Part III of the Form 10-K. Terms previously defined in the Form 10-K have the same meanings in this Amendment.

Also included in this Amendment are (i) the signature page, (ii) certifications required of the principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002 and (iii) Item 15 and the Exhibit Index, which have been amended and restated in their entirety as set forth below to include the additional certifications and other exhibits. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Form 10-K. Other than the information specifically amended and restated herein, this Amendment does not reflect events occurring after February 13, 2014, the date of the Form 10-K, or modify or update those disclosures that may have been affected by subsequent events.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth information regarding the individuals who serve as our executive officers and directors. There are no family relationships between any of our executive officers or directors, except for Dr. Dennis Gillings and Dr. Mireille Gillings, who are married. Our directors hold office until their respective successors are elected and qualified or until their earlier resignation or removal.


Name	Age	Position With Company
Dennis B. Gillings, CBE, Ph.D.	69	Executive Chairman and Director

Thomas H. Pike	54	Chief Executive Officer and Director

Kevin K. Gordon	51	Executive Vice President and Chief Financial Officer

Michael I. Mortimer	53	Executive Vice President, Human Resources and Corporate Administration

Derek M. Winstanly, MBChB	67	Executive Vice President, Chief Customer and Governance Officer

James H. Erlinger III	55	Executive Vice President, General Counsel and Secretary

Fred E. Cohen, M.D., D.Phil.	57	Director

John P. Connaughton	48	Director

Jonathan J. Coslet	49	Director

Michael J. Evanisko	64	Director

Mireille Gillings, Ph.D.	50	Director

Christopher R. Gordon	41	Director

Jack M. Greenberg	71	Director

Richard Relyea	37	Director

Leonard D. Schaeffer	68	Director

Dennis B. Gillings, CBE, Ph.D., has served as our Executive Chairman and as a director since he founded our company in 1982. He also served as our Chief Executive Officer from 1982 to December 2012. Dr. Gillings serves on several other boards and councils. He formerly served as the founding Chairman of the Association of Clinical Research Organizations, a Washington-based trade group formed in 2002. He also formerly served as a director of Icagen, Inc., a biopharmaceutical company, from 1997 until June 2011. Dr. Gillings received a diploma in Mathematical Statistics from Cambridge University in 1967 and a Ph.D. in Mathematics from the University of Exeter, England, in 1972. He served for more than 15 years as a professor at the University of North Carolina at Chapel Hill and received the Honorary Degree of Doctor of Science from the University in May 2001. He was awarded the Commander in The Most Excellent Order of the British Empire in 2004. In 2006, Dr. Gillings was appointed Pro Chancellor of the University of Southampton and serves as a Trustee on the Southampton University Development Trust.

Thomas H. Pike has served as Chief Executive Officer of Quintiles Transnational since April 2012, as a director since August 2012 and as our Chief Executive Officer since January 2013. Mr. Pike served as Chief Executive Officer of Accelion, Inc., a healthcare outsourcing firm, from January 2010 to November 2010. Following his service with Accelion, Inc., Mr. Pike acted as an independent consultant. Mr. Pike previously spent 22 years with Accenture, a global management consulting, technology services and outsourcing company, including serving as Chief Risk Officer from September 2009 to January 2010, Managing Director—North America Health and Products Industries from December 2006 to August 2009, Chief Operating Officer—Global Resources Industries from March 2002 to December 2006 and Managing Partner—Growth & Strategy from 1999 until March 2002. Mr. Pike began his career in the consulting industry, including as a Senior Engagement Manager with McKinsey & Company from 1989 to 1992. Mr. Pike received his Bachelor of Science in Accounting from the University of Delaware.

Kevin K. Gordon has served as our Executive Vice President and Chief Financial Officer since July 2010. Prior to joining us, he spent 13 years with Teleflex Incorporated, a global, publicly traded health care company, most recently serving as Chief Financial Officer from March 2007 to January 2010. Prior to serving at Teleflex, Mr. Gordon spent 12 years in senior finance positions with Package Machinery Company and KPMG. Mr. Gordon received his Bachelor’s degree in Accounting from the University of Connecticut.

Michael I. Mortimer has served as our Executive Vice President, Human Resources and Corporate Administration since December 2013. Previously, he served as our Executive Vice President and Chief Administrative Office beginning in December 2007 and our Executive Vice President, Global Human Resources beginning in July 2003. Mr. Mortimer’s previous experience includes 10 years at Charles Schwab Corp., where he was Senior Vice President of Human Resources for the company’s international and United States domestic retail organizations. Prior to joining Charles Schwab, Mr. Mortimer began his human resources career in 1986 with Sprint Corporation. Mr. Mortimer received a Bachelor’s degree in Behavioral Sciences from The Ohio State University.

Derek M. Winstanly, MBChB has served as our Executive Vice President, Chief Customer and Governance Officer since November 2011. Dr. Winstanly joined us in 1999 as President of Quintiles Japan and was responsible for the implementation of the Asia Pacific Contract Pharmaceutical Organization, including Pre-clinical, Clinical, Commercial, Academy and Informatics divisions. In 2002, he became chairman of Quintiles Japan and Regional Director for the Asia-Pacific region. In June 2005, he became our Executive Vice President, Strategic Business Partnerships. In his current role, Dr. Winstanly is responsible for the office of the chief medical and chief compliance officers and quality assurance. In addition, he is responsible for government affairs and is Chairman of the Asia-Pacific Regional Board. Prior to joining us, Dr. Winstanly worked for Glaxo Wellcome, plc, now GlaxoSmithKline, for 15 years. Dr. Winstanly first joined Glaxo South Africa, now GlaxoSmithKline South Africa, as Medical Director in charge of Clinical Development, Regulatory and Medical Affairs. After being named and serving as Chief Executive Officer of the South African company, Dr. Winstanly moved to the United Kingdom to accept the position of Director, Migraine & New Therapy areas, where he was responsible for the international commercial development of all products in these disease areas. Following the merger of Glaxo, Inc. and Burroughs, Wellcome & Co., he was appointed President of Nippon Wellcome, now GlaxoSmithKline K.K., in Japan. Dr. Winstanly qualified as a Medical Doctor MBChB at the University of Pretoria and is registered as a Medical Practitioner in both the United Kingdom and South Africa.

James H. Erlinger III has served as our Executive Vice President, General Counsel since January 2013 and as our Secretary since February 2013. Prior to joining us, he spent over 27 years practicing corporate law at Bryan Cave, LLP, a multinational law firm. Mr. Erlinger focused his practice on outsourcing, healthcare, joint ventures, mergers and acquisitions, licensing and capital formation. Mr. Erlinger is a certified public accountant and received his Bachelor’s degree in Finance from the University of Missouri-Columbia, his Master of Business Administration from the University of Missouri-Columbia, College of Business and his Juris Doctor from the University of Missouri-Kansas City School of Law.

Fred E. Cohen, M.D., D.Phil., F.A.C.P., has served as a director since May 8, 2007. Dr. Cohen is a TPG Partner, having joined TPG in 2001, and serves as co-head of TPG’s biotechnology group. Dr. Cohen is also an Adjunct Professor of Cellular and Molecular Pharmacology at the University of California, San Francisco, where he has taught since 1988. Dr. Cohen serves as a director of Genomic Health Inc., a company focused on providing actionable genomic health information, BioCryst Pharmaceuticals, Inc., a company focused on designing and developing small-molecule drugs, Veracyte, Inc., a diagnostics company, Five Prime Therapeutics, Inc., a clinical-stage biotechnology company, and Tandem Diabetes Care®, Inc., a diabetes products company. He is a member of the Institute of Medicine and the American Academy of Arts and Sciences. He is also a trustee of Autistica, a United Kingdom based charity. Dr. Cohen holds a Bachelor of Science degree in Molecular Biophysics and Biochemistry from Yale University, a D.Phil. in Molecular Biophysics from Oxford University, where he was a Rhodes Scholar, and an M.D. from Stanford University.

John P. Connaughton has served as a director since January 2008. Since 1997, Mr. Connaughton has been a Managing Director of Bain Capital, which he joined in 1989. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc., where he worked in the healthcare, consumer products and business services industries. Mr. Connaughton also serves as a director of HCA Holdings, Inc., a corporate operator of hospitals and health systems, Clear Channel Communications, Inc., a global media and entertainment company, Air Medical Group Holdings, Inc., a provider of air medical services, Plasma Resources UK, a UK based producer of plasma products, and The Boston Celtics, a National Basketball Association franchise. Mr. Connaughton was formerly a director of SunGard Data Systems Inc., a software and technology services company, Warner Music Group Corp., a music-based content company, Warner Chilcott plc, an international pharmaceutical company and CRC Health Corporation, a provider of treatment and educational programs related to behavioral issues. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the UVa McIntire Foundation Board of Trustees. Mr. Connaughton received a Bachelor of Science in commerce from the University of Virginia and a Master of Business Administration from Harvard Business School, where he was a Baker Scholar.

Jonathan J. Coslet has served as a director since our going private transaction in 2003. Mr. Coslet is a Senior Partner and the Chief Investment Officer of TPG. He is also Chairman of TPG’s Investment Committee and Management Committee and serves as a member of its Holdings Management Committee. Prior to joining TPG in 1993, Mr. Coslet was in the Investment Banking department of Donaldson, Lufkin & Jenrette, specializing in leveraged acquisitions and high yield finance from 1991 to 1993. From 1987 to 1989, Mr. Coslet worked at Drexel Burnham Lambert Incorporated. Mr. Coslet serves on the board of directors of Iasis Healthcare Corporation, an operator of hospitals, Petco Animal Supplies, Inc., a pet supply retailer, and Biomet, Inc., a medical device company. Mr. Coslet was formerly a director of J Crew Group, Inc., an apparel retailer, Burger King Corporation, a global fast food hamburger restaurant chain, Caesars Entertainment Corporation, a casino-entertainment provider and Neiman Marcus, Inc., an operator of retail stores. Mr. Coslet also serves on the Harvard Business School Advisory Board for the West Coast. Mr. Coslet received his Master of Business Administration from Harvard Business School in 1991, where he was a Baker Scholar and a Loeb Fellow, and his Bachelor of Science in Economics (Finance) from the University of Pennsylvania Wharton School, where he was Valedictorian, summa cum laude, a Gordon Fellow and a Steur Fellow.

Michael J. Evanisko has served as a director since May 2010. Mr. Evanisko is currently Chairman of PARx Solutions, Inc., a provider of processing services for physician practices, where he has served as a director and Chairman since June 2012. From September 2010 to December 2012, Mr. Evanisko served on the board of BackChannel Media, Inc., a broadcast technology developer. From July 2008 to May 2011, he served as a consultant to Clarion Healthcare Consulting, LLC, a strategic and organizational consulting firm to pharmaceutical, biotechnology and medical device and diagnostics businesses. From June 2002 to February 2008, Mr. Evanisko served as Executive Chairman of Adheris, Inc., a provider of educational and informational services to patients taking prescription medications. From January 2008 to June 2008, he also served as a consultant to M|C Communications, LLC, a provider of certified medical education to physicians. He received his Bachelor’s degree in Labor Studies from Pennsylvania State University, his Master of Public Administration from Pennsylvania State University, his Master of Arts in Administrative Sciences from Yale University and his Master of Philosophy from Yale University.

Mireille Gillings, Ph.D.****, has served as a director since February 2013. Dr. Mireille Gillings has served as Chief Executive Officer, President and a director of HUYA, an accelerator and co-developer of biopharmaceutical product opportunities originating in China, since founding the company in 2004, and became its Executive Chair in January 2013. Dr. Mireille Gillings has over 20 years of experience in the biotechnology industry, including in drug development, pre-clinical research design, establishing academic partnering programs and researching neurological diseases, and has considerable expertise in biopharmaceutical innovation in China. She is a board member of the Pasteur Foundation. Dr. Mireille Gillings received a Bachelor of Arts degree from Concordia University in Montreal and holds a Ph.D. from Radboud University in Nijmegen in the Netherlands and post-doctoral fellowships at Bordeaux University in France, and Scripps Research Institute.

Christopher R. Gordon has served as a director since November 2009 and has been involved with our company since the time of Bain Capital’s investment in January 2008. Mr. Gordon is a Managing Director of Bain Capital, which he joined in 1997. Prior to joining Bain Capital, Mr. Gordon was a consultant at Bain & Company, Inc. Mr. Gordon also currently serves as a director of Air Medical Group Holdings, Inc., a provider of air medical services, CRC Health Corporation, a provider of treatment and educational programs related to behavioral issues, SunGard Data Systems Inc., a software and technology services company, and Physio-Control, Inc, a provider of emergency medical response technology. Mr. Gordon was formerly a director of Accellent, Inc., a medical manufacturing supply company, and HCA Holdings, Inc., a corporate operator of hospitals and health systems. He is a founding director of the Healthcare Private Equity Association and volunteers for a variety of charitable organizations, serving on the board of directors of Year Up—Boston and as a member of the Boston Medical Center Foundation Board. Mr. Gordon received his A.B. in Economics from Harvard College and Master of Business Administration from Harvard Business School.

Jack M. Greenberg has served as a director since January 2004. He has served as Chairman of The Western Union Company, a money transfer services firm, since September 2006 and InnerWorkings, Inc., a global marketing supply chain company, since June 2010. He formerly served as Chairman and Chief Executive Officer of McDonald’s Corporation from May 1999 and August 1998, respectively, until his retirement in December 2002. Before becoming its Chief Executive Officer, Mr. Greenberg held various senior positions at McDonald’s, including Vice-Chairman, President and Chairman and Chief Executive Officer of McDonald’s USA, a division of McDonald’s Corporation. Mr. Greenberg also serves as a director of The Allstate Corporation, a property and casualty insurance company, Hasbro, Inc., a publicly traded branded play company, and Manpower Inc., a publicly traded workforce solutions company. He is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society and the Chicago Bar Association. Mr. Greenberg is also a member of the board of trustees of DePaul University (having previously served as its Chairman), The Field Museum and the Institute of International Education, as well as the Chairman of the board of directors of the Metropolitan Pier & Exposition Authority. He formerly served on the executive committee of The Chicago Community Trust. Mr. Greenberg holds a business degree from DePaul University’s School of Commerce and a Juris Doctor from DePaul University’s School of Law.

Richard Relyea has served as a director since December 2013. Mr. Relyea joined 3i in 2007 as a member of the North America Private Equity team. In this role, he has been involved in 3i’s investments in a number of companies, including Mold-Masters Limited and Hilite International. Prior to joining 3i, Mr. Relyea was a principal at Halyard Capital where he invested in companies in the business services, media and communications sectors. He also served as an associate at Entrade Inc., where he made investments in technology and digital infrastructure businesses. Mr. Relyea began his career at Security Capital Group’s Preferred Growth Private Equity Fund, where he made investments in real estate operating companies and investment trusts. He is actively involved in several non-profit organizations and is president of the New York Private Equity Network. Mr. Relyea received a B.A. in Economics from Williams College.

Leonard D. Schaeffer has served as a director since January 2008. He has served as a TPG Senior Advisor since 2006, and has also served as a partner of North Bristol Partners LLC, a privately held consulting company, since 2006. From 2007 to 2011, Mr. Schaeffer served as the Chairman of the Board of Surgical Care Affiliates, LLC, a privately held company operating a national network of ambulatory surgical centers and surgical hospitals. Mr. Schaeffer formerly served as Chairman of the Board of WellPoint, Inc., then the largest health insurance company in the United States, Chairman and Chief Executive Officer of WellPoint Health Networks Inc. and Chairman and Chief Executive Officer of Blue Cross California and as a director of Allergan, Inc., a publicly traded specialty pharmaceutical company (1993 – 2011), and as a director of Amgen, Inc, a publicly traded biotechnology company (2004 – 2013). While serving in the federal government from 1978 to 1980, Mr. Schaeffer was Administrator of the Health Care Financing Administration (now CMS) and was responsible for the United States Medicare and Medicaid programs. Mr. Schaeffer was named the Judge Widney Professor and Chair at the University of Southern California in 2007 and serves on the board of the Brookings Institution, the RAND Corporation, the University of Southern California, and on the Board of Fellows of Harvard Medical School. He is a member of the Institute of Medicine of the National Academy of Sciences. Mr. Schaeffer received his Bachelor of Arts from Princeton University in 1969.

Composition and Qualifications of Our Board of Directors

Composition

The parties to the Shareholders Agreement, which include Dr. Gillings, Bain Capital, the TPG Funds, and 3i, have agreed to vote their respective shares in favor of the following nominees to our Board:

	•		two individuals to be designated by Dr. Gillings (currently Dr. Gillings and Dr. Mireille Gillings), or the Gillings Nominees;

	•		one member of management (currently Mr. Pike), or the Management Nominee;

	•		two individuals to be designated by Bain Capital (currently Mr. Connaughton and Mr. Gordon), or the Bain Nominees;

	•		two individuals to be designated by the TPG Funds (currently Dr. Cohen and Mr. Coslet), or the TPG Nominees;

	•		one individual to be designated by 3i (currently Mr. Relyea), or the 3i Nominee; and

	•		three individuals to be designated by the Governance, Quality and Nominating Committee, each of whom is:

	•		not an affiliate or associate of any shareholder party to the Shareholders Agreement;

	•		not employed by us or any of our subsidiaries, affiliates or associates; and

	•		qualifies as an “independent director” under applicable law and in accordance with the rules and regulations of the SEC and the New York Stock Exchange (or any other self-regulatory organization), each a Disinterested Nominee.

If any of Dr. Gillings (and his affiliates), Bain Capital or the TPG Funds ceases to beneficially own 10% or more of the then outstanding shares of our common stock, then such shareholder group will only have the right to designate one individual as a nominee to our Board under the Shareholders Agreement. If any of Dr. Gillings (and his affiliates), Bain Capital, the TPG Funds or 3i ceases to beneficially own 5% or more of the then outstanding shares of our common stock, then such shareholder group will no longer have the right to designate any individuals as nominees to our Board under the Shareholders Agreement. For purposes of these thresholds, the number of shares of common stock outstanding will be determined based on the most recent weighted average number of shares outstanding (basic) reported for SEC purposes, subject to certain exclusions.

Qualifications

Our Board seeks to ensure that its members have experience, qualifications, attributes and skills that will facilitate the effectiveness of the Board’s oversight responsibilities. Our Board has adopted a corporate governance policy that includes broadly defined, non-binding guidelines for Board membership such as experience, diversity and term limits.

We believe that the individual and collective experience of our current directors adds value to our Board and our company. With respect to Mr. Pike, we believe that Mr. Pike’s extensive executive experience, as well as his understanding of our business and strategy from his service as our Chief Executive Officer, qualify him for service as a director, bring a valuable perspective to the Board and provide a vital link between management and the Board. With respect to our other directors, who were elected to the Board as a consequence of our shareholders’ nomination rights pursuant to the Shareholders Agreement, we are unaware of the specific experience, qualifications, attributes or skills that led to each shareholder’s decision to nominate these directors to our Board. With respect to the value they add to our Board and our company, however, we note in particular that (1) Dr. Gillings brings the unique perspective of over 30 years of industry experience and continuous leadership of our company since its founding, which provide valuable insight to and a vital link between management and the Board; (2) Dr. Mireille Gillings, the other Gillings Nominee, has over 20 years’ experience in the biotechnology industry, including, since 2004, as the founder, president, chief executive officer, executive chair and director of HUYA; (3) each of the Bain Nominees (Messrs. Connaughton and Gordon) is a Managing Director of Bain Capital, serves on other public company boards and has over 15 years’ experience in the private equity industry, as well as extensive experience in the healthcare industry; (4) each of the TPG Nominees (Dr. Cohen and Mr. Coslet) is a TPG Partner or Senior Partner and has over 25 years’ experience, including experience in the pharmaceutical,

private equity and/or investment banking industries; (5) the 3i Nominee (Mr. Relyea) has over 15 years’ experience in the private equity industry; (6) the Disinterested Nominee designated by Dr. Gillings (Mr. Greenberg) previously served as the chairman, chief executive officer and chief financial officer of a global company, McDonald’s Corporation, is a certified public accountant and serves or has served on a number of other public company boards, including as chairman; (7) the Disinterested Nominee designated by Bain Capital (Mr. Evanisko) has been engaged in management consulting and entrepreneurial ventures in healthcare for over 30 years; and (8) the Disinterested Nominee designated by the TPG Funds (Mr. Schaeffer) has substantial health insurance experience as a former chairman of WellPoint, Inc. and chairman and chief executive officer of WellPoint Health Networks Inc. and Blue Cross of California.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Officers, directors and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely upon a review of the copies of such forms furnished to us for the year ended December 31, 2013, and the information provided to us by those persons required to file such reports, no such person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis during the year ended December 31, 2013.

Code of Ethics

We have adopted a code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal accounting officer, controller, or persons performing similar functions. A copy of this code of conduct is posted on the investor relations portion of our website at www.quintiles.com. In the event the code of conduct is revised, or any waiver is granted under the code of conduct with respect to our principal executive officer, principal accounting officer, controller, or persons performing similar functions, notice of such revision or waiver will be posted on our website or disclosed on a Form 8-K as required.

Audit Committee

We have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. Our Audit Committee consists of Messrs. Greenberg (Chairman), Evanisko and Schaeffer, each of whom our Board has determined meets the definition of “independent director” for purposes of the rules of the New York Stock Exchange LLC, including the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that Mr. Greenberg qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K.

Our Audit Committee oversees our corporate accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee also provides oversight with respect to:

	•		the quality and integrity of our financial statements and internal accounting and financial controls;

	•		all audit, review and attest services relating to our financial statements and internal controls, including the appointment, compensation, retention and oversight of the work of the auditor engaged to provide such services to us;

	•		our compliance with legal and regulatory requirements; and

	•		the performance of our internal audit department.

Other responsibilities of our Audit Committee include, among other things:

	•		selecting and evaluating the qualifications, performance, internal quality controls and independence of the independent auditor and pre-approving all audit engagement fees and terms, as well as audit and permitted non-audit services to be provided by such auditor;

	•		discussing any material disagreements, problems or difficulties encountered in the course of audit work, including management’s response and any restrictions on the scope of work or access to required information;

	•		discussing with management all significant deficiencies, material weaknesses or other major issues in the design or operation of internal control over financial reporting;

	•		reviewing and discussing with management and the independent auditor the annual audited and quarterly unaudited financial statements, as well as our disclosures under “Management’s Discussion and Analysis”;

	•		discussing earnings press releases and the financial information and earnings guidance provided to analysts and rating agencies;

	•		preparing the Audit Committee report required by the SEC to be included in our annual proxy statement;

	•		reviewing and discussing our guidelines and policies with respect to risk assessment and risk management;

	•		establishing procedures for receipt, retention and treatment of complaints we receive regarding accounting, auditing or internal controls and the confidential, anonymous submission of anonymous employee concerns regarding questionable accounting and auditing matters; and

	•		reviewing and approving all related person transactions.

Item 11. Executive Compensation

Compensation Discussion and Analysis

Executive Summary

This section provides a summary of the policies and decisions regarding compensation of our named executive officers and the most important factors relevant to the analysis of their 2013 compensation. Our named executive officers for 2013 were:

	•		Dennis B. Gillings, CBE, Executive Chairman

	•		Thomas H. Pike, Chief Executive Officer

	•		Kevin K. Gordon, Executive Vice President and Chief Financial Officer

	•		Michael I. Mortimer, Executive Vice President Human Resources and Corporate Administration

	•		John D. Ratliff, Former President and Chief Operating Officer.

Mr. Pike served as our principal executive officer, Mr. Gordon served as our principal financial officer and Mr. Ratliff, who retired from our company on December 31, 2013, served as an executive officer through all of 2013.

Our compensation strategy focuses on providing a total compensation package that is designed to attract and retain high-caliber executives by incentivizing them to achieve company and individual performance goals and closely aligning these goals with shareholder interests. Our philosophy reflects our emphasis on pay for performance and on long-term value creation for our shareholders. Consistent with this philosophy, our named executive officers are compensated with a combination of base salary, short-term cash incentives and/or long-term equity incentives. They participate in company benefit programs and receive limited supplemental benefits and perquisites, termination and other benefits based on the terms of their employment agreements and deferred compensation benefits.

Highlights of 2013 Performance

We achieved strong financial performance in 2013 and continued to grow revenues despite a competitive market environment. Highlights of our 2013 performance include the following:

	•		Strong financial performance. We ended 2013 with the following key financial accomplishments: service revenues of $3.8 billion, reflecting $116.0 million of revenue growth year over year, and diluted earnings per share of $1.77 as compared to $1.51 in 2012.

	•		Successfully completed initial public offering. In May 2013, we successfully completed an initial public offering, or IPO, and our stock became listed on the New York Stock Exchange, or the NYSE, under the symbol “Q.”

2013 Compensation Decisions

In making compensation decisions for 2013, the Compensation and Talent Development Committee, which we refer to for purposes of this discussion as the Committee, took into account a number of factors, including:

	•		our financial performance and achievement of corporate short-term and long-term objectives;

	•		the successful completion of our IPO and listing of our stock on the NYSE;

	•		increased responsibilities of our named executive officers, as well as the performance of our executive team and individual performance ratings of each executive; and

	•		our need to reward and retain key executives.

We believe that each of our named executive officers was instrumental in helping us to achieve strong financial results for 2013 and in particular managing our company through a successful IPO. For these and the other reasons mentioned above, the Committee made the following key executive compensation decisions during 2013 to reward their performance:

	•		adopted a new equity incentive plan and approved grants of stock option awards for our senior executive team, including the named executive officers (other than Dr. Gillings and Mr. Pike);

	•		adopted a management incentive plan to provide for annual cash-based incentive awards to our senior executives, including the named executive officers;

	•		approved changes in our employment agreements with Dr. Gillings and Mr. Ratliff in connection with our transition to a public company;

	•		approved changes in base salary:

	•		for Mr. Gordon, an increase in recognition of his leadership and contributions to our company;

	•		for Dr. Gillings, a reduction to reflect the terms of his employment agreement as revised in connection with our IPO; and

	•		for each of our named executive officers (other than Dr. Gillings who did not previously receive an executive allowance) to reflect the combination of executive allowances into base salaries; and

	•		approved discretionary awards, both in cash and in restricted stock units, for Mr. Gordon in recognition of his leadership and contributions to our company.

Objectives of Compensation Program

Our Compensation Philosophy

Our compensation philosophy centers upon:

	•		linking compensation actually paid to achievement of our corporate financial, operating and strategic goals and to the individual responsibilities of, and performance and contributions by, each of our named executive officers;

	•		aligning the interests of our named executive officers with those of our shareholders by delivering a significant portion of each executive’s compensation through equity-based awards; and

	•		attracting and retaining executives of the highest caliber for our business by providing competitive compensation packages.

The key elements of our compensation program combine cash and equity-based compensation to reward the achievement of annual, long-term and strategic goals. Together, these elements are designed to be complementary and to collectively serve the overall compensation objectives described above.

The Executive Compensation Process

Roles in Compensation Decisions

The Committee oversees our executive compensation program. During 2013, the Committee consisted of five directors, including a representative from each of Bain Capital, TPG and 3i, and two designated independent directors. Michael Evanisko, one of our independent directors, serves as chairman of the Committee. Our Sponsors have had significant representation on the Committee since our privatization in 2003 and they play an active role in determining our compensation policies and setting compensation for each of our named executive officers. The decisions by the Committee are targeted towards implementing compensation arrangements that reward the achievement of annual, long-term and strategic goals and enhance shareholder value.

Historically, our principal executive officer has made recommendations to the Committee regarding the compensation of our named executive officers (other than himself) and has provided input regarding executive compensation programs and policies generally. For 2013, Mr. Pike recommended awards under our management incentive program for the named executive officers (other than himself); however, in light of the IPO process, the Committee acted with respect to other elements of compensation on its own. We expect Mr. Pike to have a broader role in recommending compensation of the named executive officers for 2014 more in line with our historical practice. The Committee exercises its discretion to modify any recommended adjustments or awards to executives and makes the final compensation determinations for all of our named executive officers. In making its decisions, the Committee relies heavily o

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2013:

Equity Compensation Plan Information


Plan Category	Number of Securities to be issued Upon Exercise of Outstanding Options, Warrants and Rights, (a)		Weighted Average Exercise Price of Outstanding Options, Warrants, Rights and Restricted Shares (b) (1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Related in Column (a)) (c)
Equity compensation plans approved by security holders		10,157,327	$	23.00		9,629,990	(2)
Equity compensation plans not approved by security holders		—		—		2,500,000	(3)

Total		10,157,327	$	23.00		12,129,990

(1)	The weighted average exercise price relates solely to outstanding stock option shares because shares subject to restricted stock units have no exercise price.

(2)	Includes shares issuable upon exercise of outstanding options and restricted stock units.

(3)	Consists of shares of common stock available for issuance under our Employee Stock Purchase Plan. There was no ongoing offering period and therefore no shares underlying outstanding purchase rights as of December 31, 2013.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 18, 2014 by:

	•		each of our directors;

	•		each of our named executive officers;

	•		all of our directors and executive officers as a group; and

	•		each person, or group of affiliated persons, who is known to us to beneficially own more than 5% of our outstanding shares of common stock.

Except as otherwise indicated, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws, where applicable, and the address for each of the named individuals is 4820 Emperor Blvd., Durham, North Carolina 27703.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information does not necessarily indicate beneficial ownership for any other purpose. Under those rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of stock options held by the respective person or group that may be exercised and/or restricted stock units which may vest within 60 days of February 18, 2014. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to stock options exercisable and/or restricted stock units vesting within 60 days after February 18, 2014 are reflected in the table below and included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The percentages of shares outstanding provided in the table are based on a total of 129,922,407 shares of our common stock outstanding on February 18, 2014.

For more information regarding our relationships with certain of the persons named below, see “Certain Relationships and Related Person Transactions.”

Notwithstanding the ownership information regarding our common stock presented below, the Shareholders Agreement governs the exercise of the voting rights of the shareholders party thereto with respect to the election of directors and certain other material events. See “Certain Relationships and Related Person Transactions—Shareholders Agreement” and “Management—Board of Directors.”


	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number		Percent
5% or Greater Shareholders
Parties to the Shareholders Agreement(1)		84,335,507		64.9	%
Dennis B. Gillings, CBE, Ph.D. and affiliates(2)		24,850,261		19.0	%
Bain Capital and related funds(3)		23,950,266		18.4	%
TPG Funds(4)		21,422,574		16.5	%
Affiliates of 3i(5)		15,112,406		11.6	%
Temasek Life Sciences Private Limited(6)		7,893,854		6.1	%
Wellington Management Company, LLP(7)		6,737,305		5.2	%
Directors and Executive Officers
Thomas H. Pike(8)		263,228		*
Kevin K. Gordon(9)		205,000		*
Michael I. Mortimer(10)		575,000		*
John D. Ratliff(11)		867,860		*
Fred E. Cohen, M.D., D.Phil.(12)		—		—
John P. Connaughton(13)		—		—
Jonathan J. Coslet(14)		—		—
Michael J. Evanisko(15)		48,800		*
Mireille Gillings, Ph.D.(16)		22,153,686		16.9	%
Christopher R. Gordon(17)		—		—
Jack M. Greenberg(18)		76,800		*
Richard Relyea(5)		—		—
Leonard D. Schaeffer(19)		176,800		*
All directors and executive officers as a group (15 individuals)(20)		23,772,564		18.0	%

*	Less than 1%

(1)

Includes shares of common stock (but no shares underlying exercisable stock options) outstanding as of February 18, 2014 directly held by the following persons who are parties to the Shareholders Agreement: Dr. Gillings, Dr. Gillings’ daughter, the Gillings Limited Partnership, the GFEF Limited Partnership, the Gillings Family Foundation, GF Investment Associates LP, the Bain Capital Entities (as defined below), the TPG Funds and the 3i Funds (as defined below).

(2)

Includes the following shares over which Dr. Gillings may be deemed to have beneficial ownership: (a) 1,000,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014 held by Dr. Gillings and (b) the following shares over which Dr. Gillings may be deemed to exercise shared voting and investment control: 713,699 shares held by the Gillings Limited Partnership, of which Dr. Gillings is the general partner; 148,231 shares held by the GFEF Limited Partnership, of which Dr. Gillings is the general partner; and 163,556 shares held by The Gillings Family Foundation, of which Dr. Gillings is the president and director. Dr. Gillings disclaims beneficial ownership of all shares held by the Gillings Limited Partnership, The Gillings Family Foundation and GFEF Limited Partnership, except to the extent of his pecuniary interest therein. Certain shares directly owned by Dr. Gillings have been pledged as security for a personal loan. These shares also include the following shares over which Susan Gillings Gross (Dr. Gillings daughter) may be deemed to have beneficial ownership: (a) 39,678 shares held directly by Ms. Gross and 2,656,897 shares held by GF Investment Associates LP, which is managed by Ms. Gross. Ms. Gross disclaims beneficial ownership of the shares held by GF Investment Associates LP, except to the extent of her pecuniary interest therein.

(3)

Bain Capital and related funds beneficially own 23,950,266 shares, consisting of (a) 23,888,161 shares of common stock held by Bain Capital Integral Investors 2008, L.P., or Integral Investors, whose managing partner is Bain Capital Investors, LLC, or BCI; (b) 58,757 shares of common stock held by BCIP TCV, LLC, or BCIP TCV, whose administrative member is BCI; and (c) 3,348 shares of common stock held by BCIP Associates—G, or BCIP—G, whose managing partner is BCI. As a result of the relationships described above, BCI may be deemed to share beneficial ownership of the shares held by each of Integral Investors, BCIP TCV and BCIP—G, which we refer to collectively as the Bain Capital Entities. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by BCI’s Global Private Equity Board, or GPEB, which is comprised of the following individuals: Steven Barnes, Joshua Bekenstein, John Connaughton, Paul Edgerley, Stephen Pagliuca, Michel Plantevin, Dwight Poler, Jonathan Zhu and Stephen Zide. By virtue of the relationships described in this footnote, GPEB may be deemed to exercise voting and dispositive power with respect to the shares held by the Bain Capital Entities. Each of the members of GPEB disclaims beneficial ownership of such shares to the extent attributed to such member solely by virtue of serving on GPEB.

(4)

The TPG Funds beneficially own 21,422,574 shares, consisting of (a) 5,336,577 shares held by TPG Quintiles Holdco, L.P., a Delaware limited partnership, or Holdco I, whose general partner is TPG GenPar III, L.P., a Delaware limited partnership, whose general partner is TPG Advisors III, Inc., a Delaware corporation; (b) 15,388,018 shares held by TPG Quintiles Holdco II, L.P., a Delaware limited partnership, or Holdco II, whose general partner is TPG Advisors V, Inc., a Delaware corporation; and (c) 697,979 shares held by TPG Quintiles Holdco III, L.P. a Delaware limited partnership, or Holdco III, whose general partner is Tarrant Advisors, Inc., a Texas corporation. Holdco I, Holdco II, and Holdco III are collectively referred to as the TPG Funds. David Bonderman and James G. Coulter are officers and sole shareholders of each of TPG Advisors III, Inc., TPG Advisors V, Inc. and Tarrant Advisors, Inc. and may therefore be deemed to be the beneficial owners of the shares held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares held by the TPG Funds except to the extent of their pecuniary interest therein. The address of each of TPG Advisors III, Inc., TPG Advisors V, Inc., Tarrant Advisors, Inc. and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(5)

3i and its affiliates beneficially own 15,112,406 shares, consisting of (a) 8,061,713 shares directly held by 3i US Growth Healthcare Fund 2008 L.P., or 3i Healthcare, (b) 3,856,555 shares directly held by 3i U.S. Growth Partners L.P., or 3i Partners, (c) 1,079,101 shares held directly by 3i Growth Capital (USA) M L.P., or 3i Capital M, (d) 1,629,442 shares directly held by 3i Growth Capital (USA) E L.P., or 3i Capital E, (e) 242,797 shares directly held by 3i Growth Capital (USA) D L.P., or 3i Capital D, and (f) 242,798 shares directly held by 3i Growth Capital (USA) P L.P., or 3i Capital P, and together with 3i Healthcare, 3i Partners, 3i Capital M, 3i Capital E and 3i Capital D, the 3i Funds. The general partner of each of the 3i Funds is 3i U.S. Growth Corporation. Investment and divestment decisions are made by the board of directors of 3i Corporation, which is the manager of each of the 3i Funds and an indirect wholly owned subsidiary of 3i Group plc, a public company listed on the London Stock Exchange. Mr. Relyea, who is a member of the board of directors of 3i Corporation, disclaims beneficial ownership of the shares held by the 3i Funds solely by virtue of his serving on the board of directors of 3i Corporation. The business address of Mr. Relyea and 3i Corporation (which is a manager of each of the 3i Funds) is c/o 3i Private Equity, 400 Madison Avenue—9th floor, New York, NY 10017.

(6)

Temasek Life Sciences Private Limited, or Temasek Life Sciences, is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd, or FMPL, which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private Limited), or Temasek. By virtue of FMPL’s direct ownership, and Temasek’s indirect ownership, of 100% of Temasek Life Sciences, FMPL and Temasek may be deemed to beneficially own the shares held by Temasek Life Sciences. The principal business address of Temasek, FMPL and Temasek Life Sciences is 60 B. Orchard Road #06-18 Tower 2, The Atrium @ Orchard, Singapore 238891.

(7)	As reported by Wellington Management Company, LLP in a Schedule 13G filed with the SEC on February 14, 2014, which states that Wellington Management Company, LLP has shared dispositive power with respect to all of such shares and shared voting power with respect to 2,008,063 of such shares. The principal business address of Wellington Management is 280 Congress Street, Boston, MA 02210.

(8)	Consists of 38,580 shares purchased by Mr. Pike in May 2012 and 224,648 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014.

(9)	Consists of 205,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014.

(10)	Consists of 75,000 shares of common stock issued pursuant to our stock incentive plans (50,000 of which are held by the Michael I. Mortimer Irrevocable Trust, which is controlled by Mr. Mortimer) and 500,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014.

(11)	Consists of 182,860 shares of common stock issued pursuant to our stock incentive plans (all of which are held by the John David Ratliff 2012 Irrevocable Trust, which is controlled by Mr. Ratliff) and 685,000 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. Mr. Ratliff retired as our President and Chief Operating Officer on December 31, 2013.

(12)	Dr. Cohen, who is one of our directors, is a TPG Partner. Dr. Cohen has no voting or investment power over and disclaims beneficial ownership of the shares held by the TPG Funds. The address of Dr. Cohen is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(13)

Does not include shares of common stock held by the Bain Capital Entities. Mr. Connaughton is a Managing Director of BCI and a member of GPEB and as a result, and by virtue of the relationships described in footnote 3 above, may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Mr. Connaughton is c/o Bain Capital Partners, LLC, John Hancock Tower, 200 Clarendon Street, Boston, Massachusetts 02116.

(14)	Mr. Coslet, who is one of our directors, is a TPG Partner. Mr. Coslet has no voting or investment power over and disclaims beneficial ownership of the shares held by the TPG Funds. The address of Mr. Coslet is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

(15)	Consists of 15,400 shares of common stock issued pursuant to our stock incentive plans and 33,400 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014.

(16)	Dr. Mireille Gillings, who is one of our directors, is married to Dr. Gillings and as such may be deemed a beneficial owner of the shares beneficially owned by Dr. Gillings. Dr. Mireille Gillings disclaims beneficial ownership of all shares beneficially owned by Dr. Gillings, except to the extent of her pecuniary interest therein.

(17)	Does not include shares of common stock held by the Bain Capital Entities. Mr. Gordon is a Managing Director of BCI and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Mr. Gordon is c/o Bain Capital Partners, LLC, John Hancock Tower, 200 Clarendon Street, Boston, Massachusetts 02116.

(18)	Consists of 25,000 shares of common stock issued pursuant to our stock incentive plans and 51,800 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014. All 25,000 shares of common stock and 43,400 shares of common stock underlying stock options are held for the benefit of members of Mr. Greenberg’s family.

(19)	Consists of (a) 100,000 shares of stock held by The Schaeffer Family Revocable Trust (of which Mr. Schaeffer is a trustee), (b) 63,450 shares of stock issued pursuant to our stock incentive plans and (c) 13,350 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014.

(20)	Includes common stock and common stock underlying stock options exercisable within 60 days of February 18, 2014 as described in footnotes (2 and 8–19), as applicable and without duplication. Also includes 229,500 shares of common stock and 43,750 shares of common stock underlying stock options exercisable within 60 days of February 18, 2014 held by our other executive officers not listed above.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transactions

The Audit Committee is responsible for the review and approval of all related person transactions. In connection with the IPO, our Board adopted a written policy regarding the approval of related person transactions. For purposes of this policy, a related person transaction includes any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K adopted by the SEC. In reviewing proposed related person transactions, our Audit Committee considers all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to our company, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest, and the actual or apparent conflict of interest of the related person. A related person transaction will not be approved unless it is determined that, upon consideration of all relevant information, the proposed related party transaction is in, or at least is not opposed to, the best interest of our company and its shareholders.

Each of the following transactions was approved by the Audit Committee. Unless otherwise indicated, all percentages in this “Certain Relationship and Related Person Transactions” section are as of December 31, 2013.

PharmaBio Development Inc.

In December 2009, we spun off PharmaBio to our shareholders at the time. As a result, Dr. Gillings, our Executive Chairman and former Chief Executive Officer, and his affiliates owned approximately 28.41% of PharmaBio, Bain Capital and TPG each owned approximately 21.96% of PharmaBio, Temasek owned approximately 9.37% of PharmaBio and 3i owned approximately 14.5% of PharmaBio. In addition, two of our current executive officers, Messrs. Mortimer and Winstanly, and our former Chief Operating Officer and President, Mr. Ratliff, also held, in the aggregate, less than a 1% interest in PharmaBio. In October 2013, Dr. Gillings purchased the outstanding shares of PharmaBio he did not already own for an undisclosed amount. Currently, Dr. Gillings (directly or through his wholly-owned affiliates) owns 100% of PharmaBio and is PharmaBio’s sole director.

Services Agreements with PharmaBio

Services Agreements

In connection with the spin-off, Quintiles Transnational and PharmaBio entered into a letter agreement (and in some cases, separate services agreements) providing for the continuation of certain development and commercialization services to third parties by Quintiles Transnational on behalf of PharmaBio. PharmaBio paid Quintiles Transnational $23.1 million, $26.3 million, and $26.1 million for these services in the years ended December 31, 2013, 2012 and 2011, respectively.

Consulting Services Agreement

In 2010, PharmaBio entered into a consulting services agreement with Quintiles Transnational pursuant to which Quintiles Transnational provides consulting services with respect to PharmaBio’s investments. PharmaBio paid Quintiles Transnational $288,000, $258,000 and $275,000 under the services agreement in the years ended December 31, 2013, 2012 and 2011, respectively.

NovaQuest Pharma Opportunities Fund III, L.P.

In November 2010, we and PharmaBio, as well as a third party investor, each committed to invest $60 million as investors in the Fund. In November 2013, we sold $10 million of our commitment to a third party, leaving us a $50 million commitment. We had funded approximately $2.9 million of this commitment which had a carrying value of approximately $2.2 million. We received approximately $2.3 million for the funded portion of the commitment sold. As of December 31, 2013, we have funded approximately $15.8 million (net of distributions subject to recall) of this commitment. As of that date, our commitment to invest approximated 10.9% of the Fund’s total commitments of $459.2 million. PharmaBio has reduced its commitment to the Fund to $20 million following a sale of $40 million of its original $60 million commitment to certain investors for an undisclosed amount. Messrs. Mortimer and Ratliff and Dr. Winstanly have each committed to invest in less than a 1% interest in the Fund.

Dr. Gillings is a 6.94% limited partner of NQ HCIF General Partner, LP, which is the general partner of the Fund, or the GP, and a 9.99% owner of NQ HCIF GP, Ltd, which is the general partner of the GP, or GPLTD. PharmaBio is a 54.71% limited partner of the GP and a 55.01% owner of GPLTD. Certain of our related persons had and Dr. Gillings continues to have an indirect interest in the GP and in GPLTD as a result of their ownership in PharmaBio, as discussed above. Messrs. Mortimer and Ratliff and Dr. Winstanly are each less than 1% limited partners of the GP. Limited partners in the GP are entitled to receive distributions with respect to the GP’s carried interest in the Fund. The GP’s carried interest represents the right to receive a portion of the profit distributions from the Fund after the Fund’s investors have been repaid their capital contributions and a preferred return on those contributions. We and PharmaBio are not charged carried interest with respect to our limited partnership interests.

The Fund is managed by NovaQuest Capital Management, L.L.C., or the Management Company, of which PharmaBio owns 35% and Dr. Gillings owns 20%. The board of directors of GPLTD makes all non-investment decisions for the GP and the Fund; the investment committee approves all Fund investments and dispositions. Through March 2012, Mr. Gordon and Dr. Cohen, two of our directors, were members of the management committee of the Management Company, which makes most decisions of the Management Company, and directors of GPLTD, in each case serving as PharmaBio’s representatives. Certain of our related persons had and Dr. Gillings continues to have an indirect interest in the Management Company as a result of their ownership in PharmaBio, as discussed above. The Management Company also advises PharmaBio.

We and PharmaBio have the right to invest in similar successor funds managed by the Management Company on substantially similar terms as they have in the Fund.

In connection with the formation of the Fund, we advanced certain expenses to the Fund. We received $2.2 million from the Fund in 2011 in repayment of these advances.

We have entered into a non-exclusive preferred provider agreement with the Fund, pursuant to which the Fund will first allow us the opportunity to provide any outsourcing services to the Fund, provided the pricing terms are consistent with those we charge to third party customers buying comparable services on comparable terms and conditions. We do not make or receive any payments in connection with the preferred provider agreement. As of the date of this amended Form 10-K, we have not entered into any transactions with the Fund, or in connection with a Fund investment, involving outsourcing services, pursuant to the preferred provider agreement or otherwise, but we anticipate that we may do so in the future.

We also have entered into a non-exclusive services agreement with the Fund, pursuant to which we will provide a variety of services to the Fund on an arm’s length basis, including due diligence support and strategic and planning expertise. Prices charged to the Fund equal, as near as reasonably practicable, the prices we charge to third-party customers buying comparable services on comparable terms and conditions. The Fund paid us approximately $111,000, $122,000 and $115,000 for services rendered pursuant to the services agreement in the years ended December 31, 2013, 2012 and 2011, respectively.

We also have entered into agreements with the Management Company in connection with the formation of the Fund. Under a service marks assignment agreement, we assigned the Management Company the service mark registrations for the NovaQuest name until the dissolution or cessation of the business of the Management Company or such date that the Management Company is no longer managing a private equity fund with at least $100 million in capital commitments or capital contributions. The Management Company has in turn licensed the service mark to the Fund. We also entered into a transition service agreement with the Management Company under which we agreed to provide non-decision-making administrative support services to the Management Company; however, the Management Company was able to provide these services on its own.

Management Agreement

On January 22, 2008, Quintiles Transnational entered into a management agreement whereby, in exchange for advisory services, Quintiles Transnational agreed to pay an annual management service fee of $5.0 million to affiliates of our investors which included (1) GFM, (2) Bain Capital, (3) TPG, (4) 3i, (5) Cassia and (6) Aisling Capital, LLC, or Aisling Capital. The following directors are affiliates of these investors: Dr. Gillings controls GFM, Mr. Connaughton and Mr. Gordon are Managing Directors of Bain Capital, Dr. Cohen is co-head of TPG’s biotechnology group, Mr. Coslet is a Senior Partner and the Chief Investment Officer of TPG, and Mr. Relyea is a Principal of 3i. Of this amount, Aisling Capital received $150,000 annually. The remaining approximately $4.9 million of the annual management service fee was paid to the other managers, in advance and in equal quarterly installments, in proportion to each manager’s (or such manager’s affiliates’) respective share ownership. The annual management service fee was subject to upward adjustment each year effective March 31 based on any increase in the Consumer Price Index for the preceding calendar year. The management agreement included customary indemnification provisions in favor of the investors party to the agreement and their affiliates. The management agreement’s initial term extended

through December 31, 2010, after which it automatically renewed. We amended the management agreement in May 2013 that resulted in termination of the agreement immediately prior to the effectiveness of the IPO and we paid a one-time $25.0 million fee in connection with the termination. Of this amount, each of GFM, Bain Capital and TPG received $5.93 million, 3i received $3.92 million, Cassia received $2.53 million and Aisling Capital received $750,000. The amendment also included a one-time payment of $1.5 million to GFM as described below under “—Other Transactions.” For the years ended December 31, 2013, 2012 and 2011, we paid a total of approximately $27.7 million, $5.3 million and $5.2 million, respectively, to these investors (or their affiliates) pursuant to this arrangement.

Shareholders Agreement

In 2008, we entered into the Shareholders Agreement with Dr. Gillings and his affiliates, Bain Capital, the TPG Funds, 3i, Temasek and certain other investors who acquired equity securities in the going private transaction in 2003 or as a result of the Major Shareholder Reorganization. Mr. Pike also became party to the Shareholders Agreement in May 2012 in connection with his purchase of shares of our common stock. In August 2012, we entered into a supplement to the Shareholders Agreement, and the Shareholders Agreement was amended in May 2013 to, among other things, remove Temasek, Mr. Pike and certain other investors as parties to the agreement.

The parties to the Shareholders Agreement, as amended, have agreed to vote their shares to elect members of our Board as set forth therein. See “Directors, Executive Officers and Corporate Governance—Composition and Qualifications of Our Board of Directors.” All decision-making by our Board generally requires the affirmative vote of a majority of the members of the entire Board, except that any transaction entered into between us or any of our subsidiaries and any shareholder, or affiliate or associate of any shareholder, will require the affirmative vote of a majority of our Board with the nominee(s) of the interested shareholder abstaining from such vote. In addition, the Shareholders Agreement requires a majority of our Board to approve any asset divestiture in excess of $10 million.

Registration Rights Agreement

In May 2013, we entered into an amended and restated registration rights agreement with Dr. Gillings and his affiliates, Bain Capital, the TPG Funds, 3i and Temasek. We refer to this agreement as the Registration Rights Agreement. The Registration Rights Agreement provides the shareholders party to the agreement with the right to require us to register their equity securities under the Securities Act. In addition, in most circumstances when we propose (other than pursuant to a demand registration) to register any of our equity securities under the Securities Act, the shareholders party to the Registration Rights Agreement will have the opportunity to register their registrable securities on such registration statement. We are required to pay the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares under the Registration Rights Agreement. The Registration Rights Agreement also contains certain restrictions on the sale of shares by the investors party to that agreement, as well as customary indemnification provisions.

Transactions with JV Partners

In April 2006, Quintiles Asia Pacific Commercial Holdings, Inc., or QAPCH, one of our indirect wholly owned subsidiaries, TLS Beta Pte. Ltd., or TLS, a Singapore company and an indirect wholly owned subsidiary of Temasek, and PharmaCo Investments Ltd, or PharmaCo, a company incorporated in Labuan, Malaysia and an indirect wholly owned subsidiary of Interpharma Asia Pacific, completed the formation of a joint venture to commercialize biopharmaceutical products in the Asia Pacific region, or the Joint Venture. We refer to QAPCH, TLS and PharmaCo collectively as the JV Partners. Temasek Life Sciences Private Limited, or Temasek Life Sciences, is a beneficial owner of more than 5% of our common stock. The JV Partners conducted the Joint Venture through Invida Pharmaceutical Holdings Pte. Ltd., which was formerly known as Asia Pacific Pharmaceutical Holdings Pte. Ltd., or Invida. As part of this arrangement, QAPCH was admitted as a 33.33% shareholder of Invida.

QAPCH and each of the JV Partners entered into a loan agreement with the Joint Venture to provide up to $65.0 million of financing to Invida in the form of cash and/or contribution of certain of the JV Partners’ existing businesses. QAPCH’s contribution included a cash loan facility of $31.7 million and the contribution of the Innovex businesses in Australia, New Zealand, Korea and India, negotiated by the JV Partners at a value of $33.3 million. In addition, three of our indirect wholly owned subsidiaries entered into term loan facility agreements for approximately $5.3 million, in the aggregate, with interest-free two-year terms to support specified working capital requirements of Invida. In November 2011, we and each of the other JV Partners sold our respective one-third investments in Invida to a third-party, each receiving approximately $103.6 million in net proceeds.

Other Transactions

Dr. Gillings provides extensive use of the airplane owned and operated by GFM for business-related travel services for himself and other of our employees. Under the terms of Dr. Gillings’ employment agreement with us, we reimbursed GFM for our business use of the airplane at an hourly rate of $13,502. During the years ended December 31, 2013, 2012 and 2011, we reimbursed GFM for the business use of the airplane with cash payments totaling approximately $1.4 million, $4.3 million, and $5.1 million, respectively. In May 2013, we entered into an amendment to our management agreement to make a one-time payment of $1.5 million to GFM in connection with Dr. Gillings agreeing that the amount we will reimburse GFM for use of the airplane will be limited to $2.5 million per year.

In May 2009, we acquired a 10% interest in HUYA for $5.0 million, which we sold to PharmaBio on November 29, 2011 for approximately $5.0 million. In January 2010, we entered into a collaboration agreement with HUYA, to fund up to $2.3 million of HUYA’s R&D activity for a specific compound. The funding consisted of $1.0 million in cash that was paid during 2010 and $1.3 million of services which was provided by us during 2011 and 2012. In return for the $2.3 million in funding, we may receive milestone payments which contractually may not exceed $16.5 million excluding interest if certain events were to occur. In addition, during 2013, we entered into a number of contracts with HUYA, mostly in Asia, under which we will provide up to approximately $19.2 million of additional services on a fee for services basis at arm’s length and at market rates. During the year ended December 31, 2013, we provided approximately $772,000 of services under these agreements. Dr. Mireille Gillings, who is one of our directors and is married to Dr. Gillings, is the president, chief executive officer, executive chair and a director of HUYA. Dr. Winstanly, our Executive Vice President, Chief Customer and Governance Officer, is also a director of HUYA. Dr. Mireille Gillings, Dr. Gillings, PharmaBio and Dr. Winstanly own 27%, 34%, 5% and less than 1% interests, respectively, in HUYA on a fully diluted basis. In addition, certain related parties had an indirect interest in HUYA as a result of their ownership in PharmaBio, as discussed above.

In connection with joining our company as Chief Executive Officer and pursuant to the terms of his employment agreement, on May 31, 2012 Mr. Pike purchased 38,580 shares of our common stock at a purchase price of $25.92 per share (or $999,994 in the aggregate).

Les Gillings, Dr. Gillings’ brother, previously served as a Senior Vice President in our digital patient unit. Mr. Gillings received total compensation in respect of base salary, bonus and car allowance of $356,383 and $411,190 in the years ended December 31, 2012 and 2011, respectively. In connection with dividends paid to shareholders, in June 2011, February 2012 and October 2012, we reduced the exercise prices of certain of Mr. Gillings’ then-outstanding options, each in a manner approved by our Board or Compensation and Talent Development Committee and consistent with the treatment for other option holders. Mr. Gillings also participated in other employee benefit plans and arrangements that are made generally available to other employees at his level. In connection with the termination of Mr. Gillings’ employment in December 2012, Mr. Gillings received a lump sum severance payment of $1,345,120 in January 2013.

Dustin Gross, Dr. Gillings’ son-in-law, serves as Strategic Business Development Director. Mr. Gross received total compensation in respect of base salary and bonuses of $104,484, (plus an additional annual incentive bonus for 2013 that is expected to be approved in the first quarter of 2014) $128,761 and $111,788 for the years ended December 31, 2013, 2012 and 2011, respectively. Mr. Gross also participates in other employee benefit plans and arrangements that are made generally available to other employees at his level.

Paul Casey, Dr. Gillings’ former step-son, serves as Global Head, Cardiac Safety Services. Mr. Casey received total compensation in respect of base salary, bonus and certain perquisites relating to a car allowance and relocation benefits of $379,394 (plus an additional annual incentive bonus for 2013 that is expected to be approved in the first quarter of 2014), $599,228 and $507,134 for the years ended December 31, 2013, 2012 and 2011, respectively. In addition, Mr. Casey received grants of options to purchase 8,000, 10,000 and 5,500 shares of our common stock in the years ended December 31, 2013, 2012 and 2011, respectively. Prior to the IPO, each of these awards was originally issued with an exercise price equal to the then-current fair market value of our common stock, as determined reasonably and in good faith by the Compensation and Talent Development Committee and our Board. In connection with dividends paid to shareholders, in June 2011, February 2012 and October 2012, we reduced the exercise prices of certain of Mr. Casey’s then-outstanding options, each in a manner approved by our Board or Compensation and Talent Development Committee and consistent with the treatment for other option holders. Mr. Casey also participates in other employee benefit plans and arrangements that are made generally available to other employees at his level.

Director Independence

The parties to the Shareholders Agreement control a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards, and we have elected to rely on this exemption from compliance with certain NYSE corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

	•		we have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

	•		we have a compensation committee that is composed entirely of independent directors; and

	•		we have a nominating and corporate governance committee that is composed entirely of independent directors.

As a result, we do not have a majority of independent directors on our Board. In addition, our Compensation and Talent Development Committee and our Governance, Quality and Nominating Committee do not consist entirely of independent directors and are not subject to annual performance evaluations.

The Board has affirmatively determined that each of Messrs. Greenberg, Schaeffer and Evanisko meets the definition of “independent director” for purposes of the NYSE rules. As such, we believe that our Audit Committee is comprised entirely of independent directors. In addition, we plan to transition each of our Compensation and Talent Development Committee and our Governance, Quality and Nominating Committee to be comprised of a majority of independent directors. The current members of our Compensation and Talent Development Committee are Messrs. Evanisko (Chair), Connaughton, Coslet, Greenberg and Relyea, and the current members of our Governance, Quality and Nominating Committee are Messrs. Schaeffer (Chair), Evanisko, Gordon, Relyea and Drs. Cohen and Mireille Gillings.

Item 14. Principal Accountant Fees and Services

Pre-Approval Policy and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

Independent Registered Public Accounting Firm’s Fees

We paid the following fees to PricewaterhouseCoopers LLP for 2013 and 2012 (in thousands):


	2013		2012
Audit	$	4,990	$	4,437
Audit-related		—		—
Tax-related		45		134
All other fees		122		5

Total fees	$	5,157	$	4,576

Audit Fees consisted of fees for the audit of our consolidated annual financial statements, the review of interim financial statements in our quarterly reports on Form 10-Q and the performance of audits in accordance with statutory requirements. In 2013, Audit Fees also included fees associated with other SEC filings related to registration statements and our equity issuances.

Audit-Related Fees generally consist of fees for financial and tax due diligence assistance related to mergers and acquisitions activity, employee benefit plan audits, advice regarding the application of generally accepted accounting principles to proposed transactions, special reports pursuant to agreed-upon procedures, contractually required audits and compliance assessments. We did not incur any audit-related fees in 2013 or 2012.

Tax-related fees consisted of tax compliance, related planning and assistance with tax refund claims, and tax consulting and advisory services for our foreign subsidiaries.

All Other Fees consisted of accounting research software and other services. The Audit Committee has adopted procedures requiring Committee review and approval in advance of all particular engagements for services provided by our Independent Auditors. Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided the Audit Committee subsequently is informed of each particular service approved by delegation. All of the engagements and fees for 2013 and 2012 were approved by the Audit Committee. The Audit Committee reviews with PricewaterhouseCoopers LLP whether the non-audit services to be provided are compatible with maintaining the auditors’ independence. Our Board has also adopted the policy that in any year fees paid to the Independent Auditor for non-audit services shall not exceed the fees paid for audit and audit-related services. Non-audit services consist of those described above as included in the Tax-related and All Other Fees categories.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)	The following documents were previously filed on the Form 10-K on February 13, 2014:

	(1)	Financial Statements

The consolidated financial statements of Quintiles Transnational Holdings Inc. and its subsidiaries were included in the Form 10-K:


	Page
Report of Independent Registered Public Accountants		60
Consolidated Statements of Income		61
Consolidated Statements of Comprehensive Income		62
Consolidated Balance Sheets		63
Consolidated Statements of Cash Flows		64
Consolidated Statements of Shareholders’ Deficit		65
Notes to Consolidated Financial Statements		66

(2) Financial Statement Schedules

The financial statement schedules were included in the Form 10-K:

Schedule I—Condensed Financial Information
Schedule II—Valuation and Qualifying Accounts

	(3)	Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or furnished as a part of this report and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


QUINTILES TRANSNATIONAL HOLDINGS INC.

/s/ Kevin K. Gordon
Kevin K. Gordon
Executive Vice President and Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer)

Date: February 21, 2014

EXHIBIT INDEX


			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	File No.		Exhibit		Filing Date

2.1	Agreement and Plan of Share Exchange, dated December 3, 2009, between Quintiles Transnational Holdings Inc. and Quintiles Transnational Corp.		S-1		333-186708		2.1	February 15, 2013

3.1	Second Amended and Restated Articles of Incorporation of Quintiles Transnational Holdings Inc.		S-1/A		333-186708		3.1	May 6, 2013

3.2	Second Amended and Restated Bylaws of Quintiles Transnational Holdings Inc.		10-Q		001-35907		3.2	May14, 2013

4.1	Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc.		S-1/A		333-186708		4.1	April 26, 2013

4.2	Second Amended and Restated Registration Rights Agreement, dated May 14, 2013, among Quintiles Transnational Holdings Inc. and the shareholders identified therein.		8-K		001-35907		4.1	May 15, 2013

10.1	Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.		S-1		333-186708		10.1	February 15, 2013

10.2	Amendment No. 1, dated October 22, 2012, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.		S-1		333-186708		10.2	February 15, 2013

10.3	Amendment No. 2, dated December 20, 2012, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.		S-1		333-186708		10.3	February 15, 2013

10.4	Amendment No. 3, dated December 20, 2013, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.		8-K		001-35907		10.1	December 20, 2013

10.5	Credit Agreement, dated February 28, 2012, among Quintiles Transnational Holdings Inc., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.		S-1		333-186708		10.4	February 15, 2013



10.6	Shareholders Agreement, dated January 22, 2008, among Quintiles Transnational Corp. and the shareholders identified therein.	S-1	333-186708	10.5	February 15, 2013

10.7	Supplement, effective August 9, 2012, to Shareholders Agreement, dated January 22, 2008, among Quintiles Transnational Corp. and the shareholders identified therein.	S-1	333-186708	10.6	February 15, 2013

10.8	Amendment No. 1, dated May 8, 2013, to Shareholders Agreement, dated January 22, 2008, among Quintiles Transnational Corp. and the shareholders identified therein.	10-Q	001-35907	10.1	May 14, 2013

10.9	Management Agreement, dated January 22, 2008, among Quintiles Transnational Corp., Bain Capital Partners, LLC, GF Management Company, LLC, TPG Capital, L.P., Cassia Fund Management Pte Ltd., 3i Corporation and Aisling Capital, LLC.	S-1	333-186708	10.8	February 15, 2013

10.10	Amendment No. 1, dated May 8, 2013, to Management Agreement, dated January 22, 2008, among Quintiles Transnational Corp., Bain Capital Partners, LLC, GF Management Company, LLC, TPG Capital, L.P., Cassia Fund Management Pte Ltd., 3i Corporation and Aisling Capital, LLC.	10-Q	001-35907	10.2	May 14, 2013

10.11	Management Rights Letter from Quintiles Transnational Corp. to Aisling Capital II, L.P.	S-1	333-186708	10.9	February 15, 2013

10.12	Amendment, dated May 8, 2013, to Management Rights Letter from Quintiles Transnational Corp. to Aisling Capital II, L.P.	10-Q	001-35907	10.3	August 1, 2013

10.13	Management Rights Agreement between Quintiles Transnational Corp. and TPG Biotechnology Partners II, L.P.	S-1	333-186708	10.10	February 15, 2013

10.14	Management Rights Agreement between Quintiles Transnational Corp. and 3i Growth Healthcare Fund 2008 L.P.	S-1	333-186708	10.11	February 15, 2013

10.15	Amendment No. 1, dated May 8, 2013, to Management Rights Agreement between Quintiles Transnational Corp. and 3i Growth Healthcare Fund 2008 L.P.	10-Q	001-35907	10.4	August 1, 2013

10.16	Assignment and Assumption Agreement, dated December 10, 2009, between Quintiles Transnational Corp. and Quintiles Transnational Holdings Inc.	S-1	333-186708	10.12	February 15, 2013



10.17†	Form of Director Indemnification Agreement.	S-1/A	333-186708	10.13	April 19, 2013

10.18†	Quintiles Transnational Holdings Inc. Annual Management Incentive Plan.	S-1/A	333-186708	10.57	April 19, 2013

10.19†	Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.	S-1	333-186708	10.14	February 15, 2013

10.20†	Form of Stock Option Award Agreement under the Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.	S-1	333-186708	10.15	February 15, 2013

10.21†	Form of Restricted Stock Purchase Agreement under the Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.	S-1	333-186708	10.16	February 15, 2013

10.22†	Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.	S-1	333-186708	10.17	February 15, 2013

10.23†	Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.	S-1	333-186708	10.18	February 15, 2013

10.24†	Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.	S-1	333-186708	10.19	February 15, 2013

10.25†	Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated.	S-1	333-186708	10.20	February 15, 2013

10.26†	Quintiles Transnational Corp. Elective Deferred Compensation Plan (Amended and Restated for Deferrals On and After January 1, 2005).	S-1	333-186708	10.21	February 15, 2013

10.27†	Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.	S-1/A	333-186708	10.22	April 19, 2013

10.28†	Form of Award Agreement Awarding Nonqualified Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.	S-1/A	333-186708	10.23	April 19, 2013

10.29†	Form of Award Agreement Awarding Nonqualified Stock Options to Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.	S-1/A	333-186708	10.24	April 19, 2013

10.30†	Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.	S-1/A	333-186708	10.56	April 19, 2013



10.31†	Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.	8-K	001-35907	10.1	November 26, 2013

10.32†	Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan.	S-8	333-193212	10.1	January 6, 2014

10.33†	Executive Employment Agreement, dated September 25, 2003, among Dennis B. Gillings, Pharma Services Holding, Inc. and Quintiles Transnational Corp.	S-1	333-186708	10.26	February 15, 2013

10.34†	Assignment and Assumption Agreement, dated March 31, 2006, among Pharma Services Holding, Inc., Quintiles Transnational Corp., and Dennis B. Gillings.	S-1	333-186708	10.27	February 15, 2013

10.35†	Amendment, dated February 1, 2008, to Executive Employment Agreement, dated September 25, 2003, between Dennis B. Gillings and Quintiles Transnational Corp.	S-1	333-186708	10.28	February 15, 2013

10.36†	Agreement and Amendment, effective December 12, 2008, to Executive Employment Agreement, dated September 25, 2003, between Dennis B. Gillings and Quintiles Transnational Corp.	S-1	333-186708	10.29	February 15, 2013

10.37†	Third Amendment, dated December 31, 2008, to Executive Employment Agreement, dated September 25, 2003, between Dennis B. Gillings and Quintiles Transnational Corp.	S-1	333-186708	10.30	February 15, 2013

10.38†	Fourth Amendment, dated December 14, 2009, to Executive Employment Agreement, dated September 25, 2003, between Dennis B. Gillings and Quintiles Transnational Corp.	S-1	333-186708	10.31	February 15, 2013

10.39†	Fifth Amendment, dated April 18, 2013, to Executive Employment Agreement, dated September 25, 2003, between Dennis B. Gillings and Quintiles Transnational Corp.	S-1/A	333-186708	10.32	April 19, 2013

10.40	Rollover Agreement, dated August 28, 2003, among Pharma Services Holding, Inc., Dennis B. Gillings, Joan H. Gillings, Susan Ashley Gillings, the Gillings Family Foundation, the Gillings Limited Partnership and the GFEF Limited Partnership.	S-1	333-186708	10.33	February 15, 2013



10.41	Amendment No. 1, dated September 23, 2003, to Rollover Agreement, dated August 28, 2003, among Pharma Services Holding, Inc., Dennis B. Gillings, Joan H. Gillings, Susan Ashley Gillings, the Gillings Family Foundation, the Gillings Limited Partnership and the GFEF Limited Partnership.	S-1	333-186708	10.34	February 15, 2013

10.42†	Stock Option Award Agreement, dated June 30, 2008, between Quintiles Transnational Corp. and Dennis B. Gillings.	S-1	333-186708	10.35	February 15, 2013

10.43†	Executive Employment Agreement, effective April 30, 2012, between Thomas H. Pike and Quintiles Transnational Corp.	S-1	333-186708	10.36	February 15, 2013

10.44†	Subscription Agreement, effective May 31, 2012, between Thomas H. Pike and Quintiles Transnational Holdings Inc.	S-1	333-186708	10.37	February 15, 2013

10.45†	Stock Option Award Agreement, dated May 10, 2012, between Quintiles Transnational Holdings Inc. and Thomas H. Pike.	S-1	333-186708	10.38	February 15, 2013

10.46†	Stock Option Award Agreement, dated May 31, 2012, between Quintiles Transnational Holdings Inc. and Thomas H. Pike.	S-1	333-186708	10.39	February 15, 2013

10.47†	Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp.	S-1	333-186708	10.40	February 15, 2013

10.48†	First Amendment to Employment Agreement, dated November 22, 2010, to Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp.	S-1	333-186708	10.41	February 15, 2013

10.49†	Executive Employment Agreement, dated June 14, 2004, between John D. Ratliff and Quintiles Transnational Corp.	S-1	333-186708	10.42	February 15, 2013

10.50†	Amendment, dated December 30, 2008, and Supplement, dated April 18, 2013, to Executive Employment Agreement, dated June 14, 2004, between John D. Ratliff and Quintiles Transnational Corp.	S-1/A	333-186708	10.43	April 19, 2013

10.51†	Letter Agreement, dated September 19, 2006, and effective October 20, 2006, between Quintiles Transnational Corp. and John D. Ratliff re promotion.	S-1	333-186708	10.44	February 15, 2013

10.52†	Letter, dated August 22, 2005, to John D. Ratliff from Quintiles Transnational Corp. re. Purchase of Pharma Shares.	S-1	333-186708	10.45	February 15, 2013



10.53†	Letter, dated February 22, 2005, to John D. Ratliff from Quintiles Transnational Corp. re. Purchase of Pharma Shares.		S-1	333-186708	10.46	February 15, 2013

10.54†	Letter, dated December 6, 2004, to John D. Ratliff from Quintiles Transnational Corp. re. Purchase of Pharma Shares.		S-1	333-186708	10.47	February 15, 2013

10.55†	Executive Employment Agreement, dated June 1, 2003, between Michael I. Mortimer and Quintiles Transnational Corp.		S-1	333-186708	10.48	February 15, 2013

10.56†	Amendment, dated January 9, 2004, to Executive Employment Agreement, dated June 1, 2003, between Michael I. Mortimer and Quintiles Transnational Corp.		S-1	333-186708	10.49	February 15, 2013

10.57†	Second Amendment, dated December 30, 2008, to Executive Employment Agreement, dated June 1, 2003, between Michael I. Mortimer and Quintiles Transnational Corp.		S-1	333-186708	10.50	February 15, 2013

10.58†	Letter, dated February 22, 2005, to Michael I. Mortimer from Pharma Services Holding, Inc. re. Purchase of Pharma Shares.		S-1	333-186708	10.51	February 15, 2013

10.59†	Letter, dated February 5, 2004, to Michael I. Mortimer from Pharma Services Holding, Inc. re. Opportunity to Purchase Shares.		S-1	333-186708	10.52	February 15, 2013

10.60†	Amended Executive Employment Agreement, dated July 26, 2005, between Derek Winstanly and Quintiles Transnational Corp.		S-1	333-186708	10.53	February 15, 2013

10.61†	First Amendment, dated December 30, 2008, to Amended Executive Employment Agreement, dated July 26, 2005, between Derek Winstanly and Quintiles Transnational Corp.		S-1	333-186708	10.54	February 15, 2013

10.62†	Letter, dated October 30, 2003, to Derek Winstanly from Pharma Services Holding, Inc. re. Opportunity to Purchase Shares.		S-1	333-186708	10.55	February 15, 2013

10.63†	Description of Independent Director Compensation.		S-1/A	333-186708	10.59	April 26, 2013

10.64†	General Release and Severance Agreement, dated January 29, 2014, between John D. Ratliff and Quintiles Transnational Corp.	X

21.1#	List of Subsidiaries of Quintiles Transnational Holdings Inc.



23.1#	Consent of PricewaterhouseCoopers LLP.

31.1#	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

31.4	Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

32.1#	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#	Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*#	Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements

†	Indicates management contract or compensatory plan or arrangement.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

#	Indicates that the exhibit was previously filed on Quintiles’ Annual Report on Form 10-K on February 13, 2014.

IQVIA Holdings 10-K/A 2013-12-31

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Item 10. Directors, Executive Officers and Corporate Governance

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Item 11. Executive Compensation

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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Item 13. Certain Relationships and Related Transactions, and Director Independence

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Item 14. Principal Accountant Fees and Services

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Item 15. Exhibits and Financial Statement Schedules

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