Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
|---|
(1) Financial Statements
The following consolidated financial statements of Quintiles Transnational Holdings Inc. and its subsidiaries are included in Part II, Item 8 of this report:
(2) Financial Statement Schedules
| Schedule I—Condensed Financial Information of Registrant (Parent Company Only) | 104 | |||
| Schedule II—Valuation and Qualifying Accounts | 109 |
All other schedules are omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
(3) Exhibits
The exhibits listed in the accompanying Exhibit Index following the signature page 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. | ||
| By: | /s/ Kevin K. Gordon | |
| Name: Kevin K. Gordon | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| Date: | February 13, 2014 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Thomas H. Pike Thomas H. Pike | Chief Executive Officer and Director (Principal Executive Officer) | February 13, 2014 | ||
| /s/ Kevin K. Gordon Kevin K. Gordon | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 13, 2014 | ||
| /s/ Charles E. Williams Charles E. Williams | Senior Vice President, Corporate Controller (Principal Accounting Officer) | February 13, 2014 | ||
| /s/ Dennis B. Gillings, CBE Dennis B. Gillings, CBE | Director | February 13, 2014 | ||
| /s/ Fred E. Cohen Fred E. Cohen | Director | February 13, 2014 | ||
| /s/ John P. Connaughton John P. Connaughton | Director | February 13, 2014 | ||
| /s/ Jonathan J. Coslet Jonathan J. Coslet | Director | February 13, 2014 | ||
| /s/ Michael J. Evanisko Michael J. Evanisko | Director | February 13, 2014 | ||
| /s/ Mireille G. Gillings Mireille G. Gillings | Director | February 13, 2014 | ||
| /s/ Christopher R. Gordon Christopher R. Gordon | Director | February 13, 2014 | ||
| /s/ Jack M. Greenberg Jack M. Greenberg | Director | February 13, 2014 | ||
| /s/ Richard Relyea Richard Relyea | Director | February 13, 2014 | ||
| /s/ Leonard D. Schaeffer Leonard D. Schaeffer | Director | February 13, 2014 |
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(2) Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
| Year Ended December 31, | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| (in thousands) | ||||||||||||
| Costs, expenses and other: | ||||||||||||
| Selling, general and administrative | $ | 2 | $ | 23 | $ | 6 | ||||||
| Loss from operations | (2 | ) | (23 | ) | (6 | ) | ||||||
| Interest income | (6 | ) | (14 | ) | (41 | ) | ||||||
| Interest expense | 9,242 | 21,134 | 25,798 | |||||||||
| Loss on extinguishment of debt | 15,501 | — | 31,656 | |||||||||
| Loss before income taxes and equity in earnings of subsidiary | (24,739 | ) | (21,143 | ) | (57,419 | ) | ||||||
| Income tax benefit | (9,347 | ) | (7,601 | ) | (21,019 | ) | ||||||
| Loss before equity in earnings of subsidiary | (15,392 | ) | (13,542 | ) | (36,400 | ) | ||||||
| Equity in earnings of subsidiary | 241,983 | 191,088 | 278,172 | |||||||||
| Net income | $ | 226,591 | $ | 177,546 | $ | 241,772 | ||||||
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QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| (in thousands) | ||||||||||||
| Net income | $ | 226,591 | $ | 177,546 | $ | 241,772 | ||||||
| Unrealized gains (losses) on marketable securities, net of income taxes of $2,016, $258 and ($37) | 3,225 | 400 | (60 | ) | ||||||||
| Unrealized gains (losses) on derivative instruments, net of income taxes of ($751), ($4,392) and ($9,969) | 358 | (6,306 | ) | (16,063 | ) | |||||||
| Foreign currency translation, net of income taxes of ($2,465), $2,964 and ($3,851) | (22,676 | ) | (9,009 | ) | (13,425 | ) | ||||||
| Defined benefit plan adjustment, net of income taxes of ($131), ($1,444) and $27 | 2,278 | (3,172 | ) | (1,743 | ) | |||||||
| Reclassification adjustments: | ||||||||||||
| Losses on derivative instruments included in net income, net of income taxes of $4,991, $1,313 and $5,541 | 8,089 | 2,188 | 8,354 | |||||||||
| Amortization of prior service costs and losses included in net income, net of income taxes of $389, $446 and $553 | 655 | 723 | 762 | |||||||||
| Foreign currency translation on sale of equity method investment | — | — | (531 | ) | ||||||||
| Comprehensive income | $ | 218,520 | $ | 162,370 | $ | 219,066 | ||||||
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QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| (in thousands, except per share data) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 71,942 | $ | 2,411 | ||||
| Prepaid expenses | — | 17 | ||||||
| Other current assets and receivables | 2,995 | — | ||||||
| Total current assets | 74,937 | 2,428 | ||||||
| Deferred income taxes | 44 | 348 | ||||||
| Deposits and other assets | 26 | 5,097 | ||||||
| Total assets | $ | 75,007 | $ | 7,873 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses | $ | — | $ | 63 | ||||
| Income taxes payable | 302 | 467 | ||||||
| Total current liabilities | 302 | 530 | ||||||
| Long-term debt and obligations held under capital leases, less current portion | — | 294,787 | ||||||
| Investment in subsidiary | 739,115 | 1,068,952 | ||||||
| Payable to subsidiary | 3,003 | 3,127 | ||||||
| Total liabilities | 742,420 | 1,367,396 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ deficit: | ||||||||
| Common stock and additional paid-in capital, 300,000 and 150,000 shares authorized at December 31, 2013 and 2012, respectively, $0.01 par value, 129,652 and 115,764 shares issued and outstanding at December 31, 2013 and 2012, respectively | 478,144 | 4,554 | ||||||
| Accumulated deficit | (1,145,181 | ) | (1,371,772 | ) | ||||
| Accumulated other comprehensive income | (376 | ) | 7,695 | |||||
| Total shareholders’ deficit | (667,413 | ) | (1,359,523 | ) | ||||
| Total liabilities and shareholders’ deficit | $ | 75,007 | $ | 7,873 | ||||
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QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| (in thousands) | ||||||||||||
| Operating activities: | ||||||||||||
| Net income | $ | 226,591 | $ | 177,546 | $ | 241,772 | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
| Amortization of debt issuance costs and discount | 10,346 | 1,884 | 18,897 | |||||||||
| Subsidiary income | (119,998 | ) | — | — | ||||||||
| Provision for (benefit from) deferred income taxes | 304 | (70 | ) | 85 | ||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and unbilled services | (2,995 | ) | — | — | ||||||||
| Prepaid expenses and other assets | (21 | ) | (100 | ) | — | |||||||
| Accounts payable and accrued expenses | (62 | ) | 63 | (155 | ) | |||||||
| Income taxes payable and other liabilities | (9,651 | ) | (7,531 | ) | (21,105 | ) | ||||||
| Net cash provided by operating activities | 104,514 | 171,792 | 239,494 | |||||||||
| Investing activities: | ||||||||||||
| Investments in subsidiary, net of payments received | (179,847 | ) | 118,712 | 584,914 | ||||||||
| Net cash (used in) provided by investing activities | (179,847 | ) | 118,712 | 584,914 | ||||||||
| Financing activities: | ||||||||||||
| Proceeds from issuance of debt | — | 293,877 | — | |||||||||
| Payment of debt issuance costs | — | (5,988 | ) | — | ||||||||
| Repayment of debt | (300,000 | ) | — | (525,000 | ) | |||||||
| Issuance of common stock | 525,000 | 3,466 | 1,114 | |||||||||
| Payment of common stock issuance costs | (35,439 | ) | — | — | ||||||||
| Exercise of stock options | 12,539 | — | — | |||||||||
| Repurchase of common stock | (6,434 | ) | (13,363 | ) | (14,324 | ) | ||||||
| Repurchase of stock options | (50,649 | ) | — | — | ||||||||
| Intercompany with subsidiary | (153 | ) | 156 | — | ||||||||
| Dividends paid to common shareholders | — | (567,851 | ) | (288,322 | ) | |||||||
| Net cash provided by (used in) financing activities | 144,864 | (289,703 | ) | (826,532 | ) | |||||||
| Increase (decrease) in cash and cash equivalents | 69,531 | 801 | (2,124 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 2,411 | 1,610 | 3,734 | |||||||||
| Cash and cash equivalents at end of period | $ | 71,942 | $ | 2,411 | $ | 1,610 | ||||||
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QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of Quintiles Transnational Holdings Inc.’s (the “Company”) wholly-owned subsidiary, Quintiles Transnational Corp. (“Quintiles Transnational”) exceed 25% of the consolidated net assets of the Company. The ability of Quintiles Transnational to pay dividends may be limited due to the restrictive covenants in the agreements governing its credit arrangements.
These condensed parent company financial statements include the accounts of Quintiles Transnational Holdings, Inc. on a standalone basis (the “Parent”) and the equity method of accounting is used to reflect ownership interest in its subsidiary. Refer to the consolidated financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial statements.
Since the Parent is part of a group that files a consolidated income tax return, in accordance with ASC 740, a portion of the consolidated amount of current and deferred income tax expense of the Company has been allocated to the Parent. The income tax benefit of $9.3 million, $7.6 million and $21.0 million in 2013, 2012 and 2011, respectively, represents the income tax benefit that will be or were already utilized in the Company’s consolidated United States federal and state income tax returns. If the Parent was not part of these consolidated income tax returns, it would not be able to recognize any income tax benefit, as it generates no revenue against which the losses could be used on a separate filer basis.
Below is a summary of the dividends paid to the Parent by Quintiles Transnational in 2013, 2012 and 2011 (in thousands):
| Amount | ||||
| Paid in November and December 2013 | $ | 116,585 | ||
| Paid in February 2013 | 5,400 | |||
| Total paid in 2013 | $ | 121,985 | ||
| Paid in November 2012 | $ | 6,000 | ||
| Paid in October 2012 | 241,700 | |||
| Paid in August 2012 | 6,300 | |||
| Paid in May 2012 | 4,800 | |||
| Paid in March 2012 | 50,000 | |||
| Paid in February 2012 | 10,000 | |||
| Total paid in 2012 | $ | 318,800 | ||
| Paid in August 2011 | $ | 5,200 | ||
| Paid in May 2011 | 30,700 | |||
| Total paid in 2011 | $ | 35,900 | ||
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Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Information presented below is in thousands:
| Additions | ||||||||||||||||||||
| Balance at Beginning of Year | Charged to Expenses | Charged to Other Accounts | Deductions (a) | Balance at End of Year | ||||||||||||||||
| December 31, 2013 | $ | 32,344 | $ | 3,611 | $ | — | $ | (6,454 | ) | $ | 29,501 | |||||||||
| December 31, 2012 | $ | 31,669 | $ | 4,173 | $ | — | $ | (3,498 | ) | $ | 32,344 | |||||||||
| December 31, 2011 | $ | 38,281 | $ | 4,883 | $ | 961 | $ | (12,456 | ) | $ | 31,669 |
| (a) | – Impact of reductions recorded to expense, dispositions and translation adjustments. |
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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 | |||||||||||
| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 | |||||||
| 21.1 | List of Subsidiaries of Quintiles Transnational Holdings Inc. | X | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||||||||
| 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. | X | ||||||||||
| 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. | 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. | X | ||||||||||
| 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. | X |
Table of Contents
| 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 | X |
| † | 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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