filings.toolsItem 15. Exhibits and Financial Statement Schedules
26K characters. Original on sec.gov ·
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents were previously filed on the Form 10-K on February 13, 2014: |
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| (1) | Financial Statements |
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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 |
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The exhibits listed in the accompanying Exhibit Index are filed or furnished as a part of this report and are incorporated herein by reference.
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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 |
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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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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. |
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| * | 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. |
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| # | Indicates that the exhibit was previously filed on Quintiles’ Annual Report on Form 10-K on February 13, 2014. |
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