IQVIA Holdings 10-K 2014-12-31
Filed 2015-02-12. 21 sections, 504K characters. Original on sec.gov · Markdown · JSON
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10-K 1 d831296d10k.htm 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2014
or
| ¨ | 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 x No ¨
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. x
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (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 30, 2014, the last business day of the registrant’s most recently completed second quarter, was approximately $3,275,274,595.
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 | 124,315,113 shares outstanding as of February 5, 2015 |
Portions of the registrant’s Proxy Statement for the 2015 Annual Meeting of Shareholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2014.
QUINTILES TRANSNATIONAL HOLDINGS INC.
FORM 10-K
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-looking statements reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors.” Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.
PART I
Item 1. Business
Overview
We are the world’s largest provider of biopharmaceutical development services and commercial outsourcing services. We are positioned at the intersection of business services and healthcare and generated $4.2 billion of service revenues in 2014, conduct business in approximately 100 countries and have approximately 32,600 employees. We use the breadth and depth of our service offerings, our global footprint and our therapeutic, scientific and analytics expertise to help our biopharmaceutical customers, as well as other healthcare customers, to be more successful in an increasingly complex healthcare environment.
Since our founding in 1982, we have grown to become a leader in the development and commercialization of new pharmaceutical therapies. Our Product Development segment is the world’s largest contract research organization, or CRO, based upon the most recently available public information of reported service revenues, and is focused primarily on Phase II-IV clinical trials and associated laboratory and analytical activities. Our Integrated Healthcare Services segment includes one of the leading global commercial pharmaceutical sales and service organizations. Integrated Healthcare Services provides a broad array of services, including commercial services, such as contract pharmaceutical sales forces, and healthcare business services for the broader healthcare sector, such as real-world and late phase research, market access and consulting, health information analytics and technology consulting, and other healthcare solutions. Product Development contributed approximately 74% and Integrated Healthcare Services contributed approximately 26% to our 2014 service revenues. Additional information regarding our segments is presented in Note 20 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our global scale and capabilities enable us to work with the leading companies in the biopharmaceutical sector. During each of the last 12 years, we have worked with the 20 largest biopharmaceutical companies ranked by 2013 reported revenues. We have provided services in connection with the development or commercialization of the top 100 best-selling biopharmaceutical products and the top 50 best-selling biologic products, from 2013 as measured by reported sales. Of the new molecular entities, or NMEs, and new biological license applications, or BLAs, approved by the United States Food and Drug Administration, or FDA, from 2004 through 2013, we helped develop or commercialize 100% of the central nervous system drugs, 92% of the oncology drugs and 87% of the cardiovascular drugs.
In 2014, our service revenues were $4.2 billion and our net income attributable to our shareholders was $356.4 million. In addition, our 2014 net new business was $5.6 billion, and we ended the year with $11.2 billion in backlog. Our backlog is diversified with 37% from top 10 biopharmaceutical companies, 22% representing contracts with biopharmaceutical companies ranked as 11-20, 19% representing contracts with biopharmaceutical companies ranked as 21-50, and 22% representing contracts with biopharmaceutical companies outside the top 50, in each case, as ranked by 2013 sales. See Part I, Item 1, “Business—Net New Business Reporting and Backlog” for more detail. During each of the last seven years, we have had at least eight customers from whom we earned more than $100 million in service revenues. No single customer represented more than 10% of our 2014 revenues.
Our Markets
The market served by Product Development consists primarily of biopharmaceutical companies, including medical device and diagnostics companies, that outsource services associated with the development of pharmaceutical products, such as clinical trials. We estimate that total research and development, or R&D, spending was approximately $140 billion in 2014 of which biopharmaceutical spending on drug development was approximately $95 billion, and we estimate that our addressable market (clinical development spending excluding preclinical spending) was approximately $52 billion. The portion of this $52 billion that was outsourced in 2014, based on our estimates, was approximately $21 billion. We estimate that the potential market for Product Development’s services will experience a compound annual growth rate, or CAGR, of 6%-8% from 2014 through 2017 as a result of increased R&D spending by biopharmaceutical companies and the increased outsourcing of this spending as compared to 2013.
Integrated Healthcare Services primarily addresses markets related to the use of approved biopharmaceutical products. We estimate that total spending related to approved drugs, including biopharmaceutical spending on commercialization of these drugs and expenditures by participants in the broader healthcare market on real-world research, healthcare technology implementation analytics, and evidence-based medicine, exceeded $98 billion in 2014. Integrated Healthcare Services links product development to healthcare delivery. This segment’s services include commercial services such as recruiting, training, deploying and managing a global sales force, channel management, patient engagement services, market access consulting, brand communication, consulting, and health information analytics and technology consulting. In addition, Integrated Healthcare Services offers real-world late phase services such as observational studies, comparative effectiveness studies and product and disease registry services, which are intended to help increase the quality and cost-effectiveness of healthcare and payer provider solutions. We believe that a combination of cost pressure in healthcare systems around the world and the increasing focus on the value and efficacy of pharmaceutical therapy provide us many opportunities to grow our revenues and expand our service offerings by improving the cost-effectiveness of drug therapies.
We believe that we are well-positioned to benefit from current trends in the biopharmaceutical and healthcare industries that affect our markets, including:
Trends in R&D Spending. We estimate that R&D spending was approximately $140 billion in 2014 and will grow to approximately $150 billion in 2017, with drug development accounting for approximately 68% of total expenditures. R&D spending trends are impacted as a result of several factors, including major biopharmaceutical companies’ efforts to replenish revenues lost from the so-called “patent cliff” of recent years, increased access to capital by the small and midcap biotechnology industry, and recent increases in pharmaceutical approvals by regulatory authorities. In 2014, there were approximately 4,620 drugs in the Phase I-III development pipeline, an increase of 35% since 2008, and there were 41 NME approvals by the FDA in 2014 which was the highest number of approvals in any of the past 18 years. We believe that further R&D spending, combined with the continued need for cost efficiency across the healthcare landscape, will continue to create opportunities for biopharmaceutical services companies, particularly those with a global reach and broad service offerings, to help biopharmaceutical companies with their pre- and post-launch product development and commercialization needs.
Growth in Outsourcing. We estimate that clinical development spending outsourced to CROs in Phases I-IV in 2014 was approximately $21 billion and will grow to approximately $26 billion by 2017. We expect outsourced clinical development to CROs to grow 6%-8% annually during this period. Of this annual growth, we believe that up to 2% will be derived from increased R&D expenditures, with the remainder coming from increased outsourcing penetration. We estimate that overall outsourcing penetration in 2014 was 39%. The market served by Integrated Healthcare Services is diverse, which makes it difficult to estimate the current a
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Item 1A. Risk Factors
RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. You should consider carefully the risks and uncertainties described below together with the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K, in evaluating our company. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.
Risks Relating to Our Business
The potential loss or delay of our large contracts or of multiple contracts could adversely affect our results.
Most of our customers can terminate our contracts upon 30 to 90 days notice. Our customers may delay, terminate or reduce the scope of our contracts for a variety of reasons beyond our control, including but not limited to:
| • | decisions to forego or terminate a particular trial; |
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| • | lack of available financing, budgetary limits or changing priorities; |
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| • | actions by regulatory authorities; |
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| • | production problems resulting in shortages of the drug being tested; |
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| • | failure of products being tested to satisfy safety requirements or efficacy criteria; |
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| • | unexpected or undesired clinical results for products; |
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| • | insufficient patient enrollment in a trial; |
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| • | insufficient investigator recruitment; |
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| • | shift of business to a competitor or internal resources; |
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| • | product withdrawal following market launch; or |
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| • | shut down of manufacturing facilities. |
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As a result, contract terminations, delays and alterations are a regular part of our business. In the event of termination, our contracts often provide for fees for winding down the project, but these fees may not be sufficient for us to maintain our margins, and termination may result in lower resource utilization rates. In addition, we may not realize the full benefits of our backlog of contractually committed services if our customers cancel, delay or reduce their commitments under our contracts with them, which may occur if, among other things, a customer decides to shift its business to a competitor or revoke our status as a preferred provider. Thus, the loss or delay of a large contract or the loss or delay of multiple contracts could adversely affect our service revenues and profitability. We believe the risk of loss or delay of multiple contracts potentially has greater effect where we are party to broader partnering arrangements with global biopharmaceutical companies.
Our financial results may be adversely affected if we underprice our contracts, overrun our cost estimates or fail to receive approval for or experience delays in documenting change orders.
Most of our contracts are either fee for service contracts or fixed-fee contracts. Our past financial results have been, and our future financial results may be, adversely impacted if we initially underprice our contracts or otherwise overrun our cost estimates and are unable to successfully negotiate a change order. Change orders typically occur when the scope of work we perform needs to be modified from that originally contemplated by
our contract with the customer. Modifications can occur, for example, when there is a change in a key trial assumption or parameter or a significant change in timing. Where we are not successful in converting out-of-scope work into change orders under our current contracts, we bear the cost of the additional work. Such underpricing, significant cost overruns or delay in documentation of change orders could have a material adverse effect on our business, results of operations, financial condition or cash flows.
The relationship of backlog to revenues varies over time.
Backlog represents future service revenues from work not yet completed or performed under signed contracts, letters of intent and, in some cases, written pre-contract commitments. Once work begins on a project, revenue is recognized over the duration of the project. Projects may be terminated or delayed by the customer or delayed by regulatory authorities for reasons beyond our control. To the extent projects are delayed, the timing of our revenue could be affected. In the event that a customer cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent customer-authorized services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the revenue reflected in our backlog in the event of a contract cancellation. The duration of the projects included in our backlog, and the related revenue recognition, range from a few weeks to many years. Our backlog may not be indicative of our future revenues, and we may not realize all the anticipated future revenue reflected in our backlog. A number of factors may affect backlog, including:
| • | the size, complexity and duration of the projects; |
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| • | the cancellation or delay of projects; and |
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| • | change in the scope of work during the course of a project. |
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Our backlog at December 31, 2014 was $11,244 million compared to backlog of $9,855 million at December 31, 2013. Although an increase in backlog will generally result in an increase in revenues to be recognized over time (depending on the level of cancellations), an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in revenues during a particular period. The extent to which contracts in backlog will result in revenue depends on many factors, including but not limited to delivery against projected schedules, the need for scope changes (change orders), contract cancellations and the nature, duration, size, complexity and phase of the contracts, each of which factors can vary significantly from time to time. Our $11,244 million of backlog at December 31, 2014 included approximately $7,593 million of backlog that we do not expect to generate revenue in 2015 as compared to our $9,855 million of backlog at December 31, 2013, which included approximately $6,342 million of backlog that we did not expect to generate revenue in 2014.
The rate at which our backlog converts to revenue may vary over time for a variety of reasons. The revenue recognition on larger, more global projects could be slower than on smaller, less global projects for a variety of reasons, including but not limited to an extended period of negotiation between the time the project is awarded to us and the actual execution of the contract, as well as an increased timeframe for obtaining the necessary regulatory approvals. Additionally, the increased complexity of trials and the need to enroll precise patient populations could extend the length of trials causing revenue to be recognized over a longer period of time. Further, delayed projects will remain in backlog, unless otherwise canceled by the customer, and will not generate revenue at the rate originally expected. Thus, the relationship of backlog to realized revenues may vary over time.
Our business depends on the continued effectiveness and availability of our information systems, including the information systems we use to provide our services to our customers, and failures of these systems may materially limit our operations.
Due to the global nature of our business and our re
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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2014, we had approximately 120 offices located in approximately 60 countries. Our executive headquarters is located adjacent to Research Triangle Park, North Carolina. We maintain substantial offices serving Product Development in Durham, North Carolina; Marietta, Georgia; Overland Park, Kansas; Reading, England; West Lothian, Scotland; Centurion, South Africa; Tokyo, Japan; Bangalore, India; and Singapore. We also maintain substantial offices serving Integrated Healthcare Services in Parsippany, New
Jersey; Mannheim, Germany; Reading, England; and Tokyo, Japan. We own facilities in Gotemba City, Japan and Barcelona, Spain that serve Product Development and Integrated Healthcare Services. All of our other offices are leased. None of our leases is individually material to our business operations. Many of our leases have an option to renew, and we believe that we will be able to successfully renew expiring leases on terms satisfactory to us. We believe that our facilities are adequate for our operations and that suitable additional space will be available if needed.
Item 3. Legal Proceedings
We are party to legal proceedings incidental to our business. While the outcome of these matters could differ from management’s expectations, we do not believe that the resolution of these matters is reasonably likely to have a material adverse effect on our financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
On May 9, 2013, our common stock began trading on the NYSE under the symbol “Q.” Prior to that time, there was no public market for our common stock. The following table sets forth the high and low sales prices per share of our common stock as reported by the NYSE for the periods indicated.
| High | Low | |||||||
| Fiscal Year 2014 | ||||||||
| Fourth Quarter | $ | 60.79 | $ | 51.09 | ||||
| Third Quarter | $ | 58.89 | $ | 53.03 | ||||
| Second Quarter | $ | 53.55 | $ | 46.27 | ||||
| First Quarter | $ | 55.00 | $ | 45.25 |
| High | Low | |||||||
| Fiscal Year 2013 | ||||||||
| Fourth Quarter | $ | 46.75 | $ | 40.10 | ||||
| Third Quarter | $ | 47.50 | $ | 42.25 | ||||
| Second Quarter (from May 9, 2013) | $ | 46.50 | $ | 41.50 |
Holders of Record
On February 5, 2015, we had approximately 45 shareholders of record. This number does not include beneficial owners for whom shares are held by nominees in street name.
Dividend Policy
We do not currently intend to pay dividends on our common stock, and no dividends were declared or paid in 2014 or 2013. However, we expect to reevaluate our dividend policy on a regular basis and may, subject to compliance with the covenants contained in our credit facilities and other considerations, determine to pay dividends in the future. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board, which may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our shareholders or by our subsidiaries to us, and any other factors that our Board may deem relevant. Our long-term debt arrangements contain usual and customary restrictive covenants that, among other things, place limitations on our ability to declare dividends. For additional information regarding these restrictive covenants, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Recent Sales of Unregistered Securities
We did not sell any unregistered equity securities in 2014.
Purchases of Equity Securities by the Issuer
The following table summarizes the equity repurchase program activity for the three months ended December 31, 2014 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program (as defined below):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||
| (in thousands, except share and per share data) | ||||||||||||||||
| October 1, 2014 – October 31, 2014 | — | $ | — | — | $ | 59,486 | ||||||||||
| November 1, 2014 – November 30, 2014 (2) | 4,303,666 | $ | 58.09 | — | $ | 59,486 | ||||||||||
| December 1, 2014 – December 31, 2014 | — | $ | — | — | $ | 59,486 | ||||||||||
| 4,303,666 | — | |||||||||||||||
| 1. | On October 31, 2013, we announced that on October 30, 2013 our Board approved an equity repurchase program, or the Repurchase Program, authorizing the repurchase of up to $125.0 million of either our common stock or vested in-the-money employee stock options, or a combination thereof. We have used and intend to continue to use cash on hand to fund the Repurchase Program. The Repurchase Program does not obligate us to repurchase any particular amount of common stock or vested in-the-money employee stock options, and it could be modified, suspended or discontinued at any time. The timing and amount of repurchases are determined by our management based on a variety of factors such as the market price of our common stock, our corporate requirements, and overall market conditions. Purchases of our common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or in privately negotiated transactions. We may also repurchase shares of our common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, which would permit shares of our common stock to be repurchased when we might otherwise be precluded from doing so by law. Repurchases of vested in-the-money employee stock options were made through transactions between us and our employees (other than our executive officers, who were not eligible to participate in the program), and this aspect of the Repurchase Program expired in November 2013. The Repurchase Program for common stock does not have an end date. |
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| 2. | On November 10, 2014, we completed the repurchase of 4,303,666 shares of our common stock for $58.09 per share for an aggregate purchase price of approximately $250.0 million in connection with a secondary offering by certain of our shareholders. We funded this repurchase transaction with a combination of cash on hand and a $150.0 million draw on our revolving credit facility. This repurchase transaction was separate from and in addition to the Repurchase Program. |
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Stock Performance Graph
This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Quintiles Transnational Holdings Inc. under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison from May 9, 2013 (the date our common stock commenced trading on the NYSE) through December 31, 2014 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index, or S&P 500 Index, and the Standard & Poor’s Healthcare Sector Index, or S&P 500 Healthcare. The graph assumes that $100 was invested at the market close on May 9, 2013 in the common stock of Quintiles Transnational Holdings Inc., the S&P 500 Index and the S&P 500 Healthcare, and assumes reinvestments of dividends, if any. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Item 6. Selected Financial Data
We have derived the following consolidated statement of income data for 2014, 2013 and 2012 and consolidated balance sheet data as of December 31, 2014 and 2013 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We have derived the following consolidated statement of income data for 2011 and 2010 and consolidated balance sheet data as of December 31, 2012, 2011 and 2010 from our audited consolidated financial statements not included in this Annual Report on Form 10-K. You should read the consolidated financial data set forth below in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K and the information under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of the results we may achieve in any future period.
| Year Ended December 31, | ||||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
| Statement of Income Data: | ||||||||||||||||||||
| Service revenues | $ | 4,165,822 | $ | 3,808,340 | $ | 3,692,298 | $ | 3,294,966 | $ | 3,060,950 | ||||||||||
| Reimbursed expenses | 1,294,176 | 1,291,205 | 1,173,215 | 1,032,782 | 863,070 | |||||||||||||||
| Total revenues | 5,459,998 | 5,099,545 | 4,865,513 | 4,327,748 | 3,924,020 | |||||||||||||||
| Costs of revenue, service costs | 2,684,106 | 2,471,426 | 2,459,367 | 2,153,005 | 1,941,767 | |||||||||||||||
| Costs of revenue, reimbursed expenses | 1,294,176 | 1,291,205 | 1,173,215 | 1,032,782 | 863,070 | |||||||||||||||
| Selling, general and administrative | 882,338 | 860,510 | 817,755 | 762,299 | 698,406 | |||||||||||||||
| Restructuring costs | 8,988 | 14,071 | 18,741 | 22,116 | 22,928 | |||||||||||||||
| Impairment charges (1) | — | — | — | 12,295 | 2,844 | |||||||||||||||
| Income from operations | 590,390 | 462,333 | 396,435 | 345,251 | 395,005 | |||||||||||||||
| Interest expense, net | 97,179 | 119,571 | 131,304 | 105,126 | 137,631 | |||||||||||||||
| Loss on extinguishment of debt | — | 19,831 | 1,275 | 46,377 | — | |||||||||||||||
| Other (income) expense, net | (8,978 | ) | (185 | ) | (3,572 | ) | 9,073 | 15,647 | ||||||||||||
| Income before income taxes and equity in earnings (losses) of unconsolidated affiliates | 502,189 | 323,116 | 267,428 | 184,675 | 241,727 | |||||||||||||||
| Income tax expense | 150,056 | 95,965 | 93,364 | 15,105 | 77,582 | |||||||||||||||
| Income before equity in earnings (losses) of unconsolidated affiliates | 352,133 | 227,151 | 174,064 | 169,570 | 164,145 | |||||||||||||||
| Equity in earnings (losses) of unconsolidated affiliates (2) | 4,368 | (1,124 | ) | 2,567 | 70,757 | 1,110 | ||||||||||||||
| Net income | 356,501 | 226,027 | 176,631 | 240,327 | 165,255 | |||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (118 | ) | 564 | 915 | 1,445 | (4,659 | ) | |||||||||||||
| Net income attributable to Quintiles Transnational Holdings Inc. | $ | 356,383 | $ | 226,591 | $ | 177,546 | $ | 241,772 | $ | 160,596 | ||||||||||
| Earnings per share attributable to common shareholders: | ||||||||||||||||||||
| Basic | $ | 2.78 | $ | 1.83 | $ | 1.53 | $ | 2.08 | $ | 1.38 | ||||||||||
| Diluted | $ | 2.72 | $ | 1.77 | $ | 1.51 | $ | 2.05 | $ | 1.36 | ||||||||||
| Cash dividends declared per common share | $ | — | $ | — | $ | 4.91 | $ | 2.48 | $ | 0.58 | ||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 127,994 | 124,147 | 115,710 | 116,232 | 116,418 | |||||||||||||||
| Diluted | 131,083 | 127,862 | 117,796 | 117,936 | 118,000 |
| Year Ended December 31, | ||||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Statement of Cash Flow Data: | ||||||||||||||||||||
| Net cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 431,754 | $ | 393,371 | $ | 335,701 | $ | 160,953 | $ | 378,160 | ||||||||||
| Investing activities | (173,114 | ) | (236,176 | ) | (132,233 | ) | (224,838 | ) | (141,434 | ) | ||||||||||
| Financing activities | (130,344 | ) | 70,957 | (146,873 | ) | (59,309 | ) | (153,081 | ) | |||||||||||
| Other Financial Data: | ||||||||||||||||||||
| Capital expenditures | $ | (82,650 | ) | $ | (88,347 | ) | $ | (71,336 | ) | $ | (75,679 | ) | $ | (80,236 | ) | |||||
| Cash dividends paid to common shareholders | — | — | (567,851 | ) | (288,322 | ) | (67,493 | ) | ||||||||||||
| Net new business (unaudited) (3) | 5,602,400 | 4,898,900 | 4,501,200 | 4,044,100 | 3,551,500 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Balance Sheet Data: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 867,358 | $ | 778,143 | $ | 567,728 | $ | 516,299 | $ | 646,615 | ||||||||||
| Investments in debt, equity and other securities | 34,503 | 40,349 | 35,951 | 22,106 | 1,557 | |||||||||||||||
| Trade accounts receivable and unbilled services, net | 975,255 | 924,205 | 745,373 | 691,038 | 570,160 | |||||||||||||||
| Property and equipment, net | 190,297 | 199,578 | 193,999 | 185,772 | 184,494 | |||||||||||||||
| Total assets | 3,305,832 | 3,066,797 | 2,499,153 | 2,322,917 | 2,064,887 | |||||||||||||||
| Total long-term liabilities | 2,537,944 | 2,252,035 | 2,549,200 | 2,109,879 | 1,841,537 | |||||||||||||||
| Total debt and capital leases (4) | 2,305,696 | 2,060,994 | 2,444,886 | 1,990,196 | 1,704,896 | |||||||||||||||
| Total shareholders’ deficit | (704,012 | ) | (667,485 | ) | (1,359,044 | ) | (969,596 | ) | (900,359 | ) | ||||||||||
| Other Financial Data: | ||||||||||||||||||||
| Backlog (unaudited) (3) | $ | 11,244,400 | $ | 9,855,400 | $ | 8,704,500 | $ | 7,972,900 | $ | 7,115,300 |
| (1) | In 2011, we wrote down $12.2 million related to long-lived assets, and we incurred other than temporary losses of $145,000 related to a non-marketable equity security. In 2010, we incurred other than temporary losses on equity securities of $2.8 million. |
|---|
| (2) | In November 2011, we sold our investment in Invida Pharmaceutical Holdings Pte. Ltd. for approximately $103.6 million of net proceeds resulting in a gain of approximately $74.9 million. |
|---|
| (3) | Net new business is the value of services awarded during the period from projects under signed contracts, letters of intent and, in some cases, pre-contract commitments that are supported by written communications, adjusted for contracts that were modified or canceled during the period. Consistent with our methodology for calculating net new business during a particular period, backlog represents, at a particular point in time, future service revenues from work not yet completed or performed under signed contracts, letters of intent and, in some cases, pre-contract commitments that are supported by written communications. |
|---|
| (4) | Excludes $12.4 million, $15.0 million, $22.9 million, $18.3 million and $8.3 million of unamortized discounts as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively. |
|---|
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Our business is currently organized in two reportable segments, Product Development and Integrated Healthcare Services.
For the year ended December 31, 2014, our service revenues increased $357.5 million, or 9.4%, to $4.2 billion at actual foreign exchange rates compared to 2013. Our growth in service revenues excluding the impact of foreign currency fluctuations (“constant currency”) was $383.2 million, or 10.1%, with $183.2 million, or 6.3%, growth in the Product Development segment and $200.0 million, or 22.5%, growth in the Integrated Healthcare Services segment.
For the year ended December 31, 2014, income from operations was $590.4 million; net income attributable to Quintiles Transnational Holdings Inc. was $356.4 million; and diluted earnings per share was $2.72.
Net new business was $5,602 million for the year ended December 31, 2014. This net new business contributed to an ending backlog of $11,244 million at December 31, 2014. “Net new business” and “backlog” are defined under “Net New Business Reporting and Backlog” in Part I, Item 1, “Business” of this Annual Report on Form 10-K.
Product Development
Product Development provides services and expertise that allow biopharmaceutical companies to outsource the clinical development process from first-in-man trials to post-launch monitoring. Our comprehensive service offerings provide the support and functional expertise necessary at each stage of development, as well as the systems and analytical capabilities to help our customers improve product development efficiency and effectiveness. Product Development is comprised of clinical solutions and services and consulting. Clinical solutions and services provides services necessary to develop biopharmaceutical products. These services include project management and clinical monitoring functions for conducting multi-site trials (generally Phase II-IV) (collectively “core clinical”). These also include clinical trial support services that improve clinical trial decision-making, such as global laboratories, data management, biostatistical, safety and pharmacovigilance, early clinical development trials (generally Phase I), and strategic planning and design services, which help improve decisions and performance. We also provide functional resourcing services that cover a range of areas. Consulting provides strategy and management consulting services based on life science expertise and advanced analytics, as well as regulatory and compliance consulting services.
Integrated Healthcare Services
Integrated Healthcare Services provides a broad array of services including commercial services, such as providing contract pharmaceutical sales forces in key geographic markets, as well as a growing number of healthcare business services for the broader healthcare sector. Our customized commercialization services are designed to accelerate the commercial success of biopharmaceutical and other health-related products. Service offerings include commercial services (sales representatives, strategy, marketing communications and other areas related to commercialization), real-world and late phase research (drug therapy analysis, real-world research and
evidence-based medicine, including research studies to prove a drug’s value), other healthcare services (comparative and cost-effectiveness research capabilities, decision support services, medication adherence and health outcome optimization services, and web-based systems for measuring quality improvement), and EHR implementation and advisory services.
On July 1, 2014, we completed the acquisition of Encore for approximately $91.5 million in cash (net of approximately $2.2 million of acquired cash).
Industry Outlook
The potential of the CRO market served by Product Development is primarily a function of two variables: biopharmaceutical R&D spending and the proportion of this spending that is outsourced (outsourcing penetration). We expect outsourced clinical development to CROs to increase 6%-8% annually from 2014 to 2017. Of this annual growth, we believe that up to 2% will be derived from increased R&D expenditures, with the remainder coming from increased outsourcing penetration. We estimate that overall outsourcing penetration in 2014 was 39%. We believe that our customers will continue to outsource a greater part of their activities to transform their value chain away from a vertically integrated model and focus on their core competencies to lower risk and improve return, with a focus on selecting outsourcing partners that are able to demonstrate the ability to provide flexible and efficient delivery models that leverage patient data to help biopharmaceutical companies deliver more effective patient outcomes. We believe that increased demand will create new opportunities for biopharmaceutical services companies, particularly those with a global reach.
Integrated Healthcare Services historically has focused on biopharmaceutical companies seeking to commercialize their products. The total market served by Integrated Healthcare Services is diverse, which makes it difficult to estimate the current amount of outsourced integrated healthcare services and the expected growth in such services. However, based on our knowledge of these markets we believe that, while the rate of outsourcing penetration varies by market within Integrated Healthcare Services, the overall outsourcing penetration of the estimated $98 billion addressable market is approximately 23%. We believe that the market for real-world and late phase research and other healthcare services will evolve and expand, and as a result, there will be opportunities to grow our revenues and expand our service offerings. As business models continue to evolve in the healthcare sector, we believe that the growth rate for outsourcing across the Integrated Healthcare Services markets to increase 6%-8% annually from 2014 to 2017.
Acquisitions
We completed a number of acquisitions in 2012, 2013 and 2014 to enhance our capabilities and offerings in certain areas. In August 2012, we acquired Expression Analysis, Inc. for $39.7 million to enhance our genetic sequencing and advanced bioinformatics expertise. In September 2013, we acquired Novella Clinical Inc., or Novella, for approximately $146.6 million (net of approximately $26.2 million of acquired cash) (with contingent consideration of up to $21.0 million) to complement our clinical service offerings through its focus on emerging companies and by adding expertise in oncology and medical devices. In July 2014, we completed the acquisition of Encore for approximately $91.5 million in cash (net of approximately $2.2 million of acquired cash) to enhance our EHR expertise. See Note 14 to our audited consolidated financial statements found elsewhere in this Annual Report on Form 10-K for additional information with respect to these acquisitions. The results of operations of acquired businesses have been included since the date of acquisition and were not significant to our consolidated results of operations.
Sources of Revenue
Total revenues are comprised of service revenues and revenues from reimbur
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates and other relevant market rate or price changes. In the ordinary course of business, we are exposed to various market risks, including changes in foreign currency exchange rates, interest rates and equity price changes, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments. From time to time, we have utilized forward exchange contracts to manage our foreign currency exchange rate risk. The following analyses present the sensitivity of our financial instruments to hypothetical changes in interest rates and equity prices that are reasonably possible over a one-year period.
Foreign Currency Exchange Rates
Approximately 38% of our service revenues for both years ended December 31, 2014 and 2013 were denominated in currencies other than the United States dollar. Our financial statements are reported in United
States dollars and, accordingly, fluctuations in exchange rates will affect the translation of our revenues and expenses denominated in foreign currencies into United States dollars for purposes of reporting our consolidated financial results. In 2014 and 2013, the most significant currency exchange rate exposures were the Euro, British pound, Singapore dollar and Indian rupee. Excluding the impacts from any outstanding or future hedging transactions, a hypothetical change of 10% in average exchange rates used to translate all foreign currencies to United States dollars would have impacted income before income taxes for 2014 by approximately $40.5 million. Accumulated currency translation adjustments recorded as a separate component of shareholders’ deficit were ($55.7) million and ($5.8) million at December 31, 2014 and 2013, respectively. We do not have significant operations in countries in which the economy is considered to be highly-inflationary.
We are subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the consummation and cash settlement of a transaction. We earn revenue from our service contracts over a period of several months and, in some cases, over a period of several years. Accordingly, exchange rate fluctuations during this period may affect our profitability with respect to such contracts. We limit our foreign currency transaction risk through exchange rate fluctuation provisions stated in our contracts with customers, or we may hedge our transaction risk with foreign currency exchange contracts. At December 31, 2014, we had 13 open foreign exchange forward contracts relating to service contracts with various amounts maturing monthly through September 2015 with a notional value totaling approximately $76.0 million. At December 31, 2013, we had 12 open foreign exchange forward contracts relating to service contracts with various amounts maturing monthly through September 2014 with a notional value totaling approximately $60.8 million.
Interest Rates
Because we have variable rate debt, fluctuations in interest rates affect our business. We attempt to minimize interest rate risk and lower our overall borrowing costs through the utilization of derivative financial instruments, primarily interest rate swaps. We have entered into interest rate swaps with financial institutions that have reset dates and critical terms that match those of our term loan credit facility. Accordingly, any change in market value associated with the interest rate swaps is offset by the opposite market impact on the related debt. As of December 31, 2014, we had approximately $2.0 billion of total indebtedness with variable interest at the greater of the three month LIBOR or 1.25%, plus 2.50%, or 3.75% at December 31, 2014, of which $910.0 million, or 44.8%, was hedged at a fixed rate of 2.57%, leaving approximately $1.1 billion of unhedged variable rate debt. As of December 31, 2014, we also had $275.0 million of total indebtedness under our receivables financing facility with variable interest at LIBOR plus 1.05%, or 1.22% at December 31, 2014. Because we do not attempt to hedge all of our variable rate debt, we may incur higher interest costs for the portion of our variable rate debt which is not hedged. Each quarter-point increase or decrease in the variable interest rate would result in our interest expense changing by approximately $3.5 million per year under our unhedged variable rate debt.
Equity Prices
At December 31, 2014 and 2013, we held investments in marketable equity securities. These investments are classified as available-for-sale and are recorded at fair value in the financial statements. These securities are subject to equity price risk. As of December 31, 2014 and 2013, the fair value of these investments was $831,000 and $7.7 million, respectively, based on quoted equity prices. The potential loss in fair value resulting from a hypothetical decrease of 10% in quoted equity price was approximately $83,000 and $767,000 at December 31, 2014 and 2013, respectively.
Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Quintiles Transnational Holdings Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2014, the Company’s internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
| /s/ Thomas H. Pike | /s/ Kevin K. Gordon | |
| Thomas H. Pike | Kevin K. Gordon | |
| Chief Executive Officer | Executive Vice President and Chief Financial Officer | |
| (Principal Executive Officer_)_ | (Principal Financial Officer) |
February 12, 2015
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Quintiles Transnational Holdings Inc.:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Quintiles Transnational Holdings Inc. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our audits (which was an integrated audit in 2014). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 12, 2015
QUINTILES TRANSNATIONAL HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
| Year Ended December 31, | ||||||||||||
| 2014 | 2013 | 2012 | ||||||||||
| (in thousands, except per share data) | ||||||||||||
| Service revenues | $ | 4,165,822 | $ | 3,808,340 | $ | 3,692,298 | ||||||
| Reimbursed expenses | 1,294,176 | 1,291,205 | 1,173,215 | |||||||||
| Total revenues | 5,459,998 | 5,099,545 | 4,8 |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as amended, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including the Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management’s report on internal control over financial reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our proxy statement to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2014 for the 2015 Annual Meeting of Shareholders, or the “2015 Proxy Statement.”
Item 11. . Executive Compensation
The information required by this item is incorporated by reference to the 2015 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the 2015 Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to the 2015 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the 2015 Proxy Statement.
PART IV
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, and the independent registered public accounting firm’s report thereon, are included in Part II, Item 8 of this report:
(2) Financial Statement Schedules
| Schedule I—Condensed Financial Information of Registrant (Parent Company Only) | 119 | |||
| Schedule II—Valuation and Qualifying Accounts | 124 |
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 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.
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 12, 2015 |
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 12, 2015 | ||
| /s/ Kevin K. Gordon Kevin K. Gordon | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 12, 2015 | ||
| /s/ Charles E. Williams Charles E. Williams | Senior Vice President, Corporate Controller (Principal Accounting Officer) | February 12, 2015 | ||
| /s/ Dennis B. Gillings, CBE Dennis B. Gillings, CBE | Director | February 12, 2015 | ||
| /s/ Fred E. Cohen Fred E. Cohen | Director | February 12, 2015 | ||
| /s/ John P. Connaughton John P. Connaughton | Director | February 12, 2015 | ||
| /s/ Jonathan J. Coslet Jonathan J. Coslet | Director | February 12, 2015 | ||
| /s/ Michael J. Evanisko Michael J. Evanisko | Director | February 12, 2015 | ||
| /s/ Mireille G. Gillings Mireille G. Gillings | Director | February 12, 2015 | ||
| /s/ Christopher R. Gordon Christopher R. Gordon | Director | February 12, 2015 |
| Signature | Title | Date | ||
| /s/ Jack M. Greenberg Jack M. Greenberg | Director | February 12, 2015 | ||
| John M. Leonard | Director | |||
| /s/ Richard Relyea Richard Relyea | Director | February 12, 2015 | ||
| /s/ Leonard D. Schaeffer Leonard D. Schaeffer | Director | February 12, 2015 |
(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, | ||||||||||||
| 2014 | 2013 | 2012 | ||||||||||
| (in thousands) | ||||||||||||
| Selling, general and administrative | $ | 1,509 | $ | 2 | $ | 23 | ||||||
| Loss from operations | (1,509 | ) | (2 | ) | (23 | ) | ||||||
| Interest income | (52 | ) | (6 | ) | (14 | ) | ||||||
| Interest expense | — | 9,242 | 21,134 | |||||||||
| Loss on extinguishment of debt | — | 15,501 | — | |||||||||
| Other expense (income), net | 8 | — | — | |||||||||
| Loss before income taxes and equity in earnings of subsidiary | (1,465 | ) | (24,739 | ) | (21,143 | ) | ||||||
| Income tax benefit | (810 | ) | (9,347 | ) | (7,601 | ) | ||||||
| Loss before equity in earnings of subsidiary | (655 | ) | (15,392 | ) | (13,542 | ) | ||||||
| Equity in earnings of subsidiary | 357,038 | 241,983 | 191,088 | |||||||||
| Net income | $ | 356,383 | $ | 226,591 | $ | 177,546 | ||||||
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | ||||||||||||
| 2014 | 2013 | 2012 | ||||||||||
| (in thousands) | ||||||||||||
| Net income | $ | 356,383 | $ | 226,591 | $ | 177,546 | ||||||
| Unrealized (losses) gains on marketable securities, net of income taxes of ($376), $2,016 and $258 | (600 | ) | 3,225 | 400 | ||||||||
| Unrealized (losses) gains on derivative instruments, net of income taxes of ($1,767), ($751) and ($4,392) | (5,067 | ) | 358 | (6,306 | ) | |||||||
| Foreign currency translation, net of income taxes of ($2,101), ($2,465) and $2,964 | (47,810 | ) | (22,676 | ) | (9,009 | ) | ||||||
| Defined benefit plan adjustments, net of income taxes of ($2,981), ($131) and ($1,444) | (7,237 | ) | 2,278 | (3,172 | ) | |||||||
| Reclassification adjustments: | ||||||||||||
| Gains on marketable securities included in net income, net of income taxes of ($1,927) | (3,077 | ) | — | — | ||||||||
| Losses on derivative instruments included in net income, net of income taxes of $4,022, $4,991 and $1,313 | 4,608 | 8,089 | 2,188 | |||||||||
| Amortization of prior service costs and losses included in net income, net of income taxes of $275, $389 and $446 | 468 | 655 | 723 | |||||||||
| Comprehensive income | $ | 297,668 | $ | 218,520 | $ | 162,370 | ||||||
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
| December 31, | ||||||||
| 2014 | 2013 | |||||||
| (in thousands, except per share data) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 11,635 | $ | 71,942 | ||||
| Income taxes receivable | 546 | — | ||||||
| Other current assets and receivables | 114 | 2,995 | ||||||
| Total current assets | 12,295 | 74,937 | ||||||
| Deferred income taxes | 7 | 44 | ||||||
| Deposits and other assets | — | 26 | ||||||
| Total assets | $ | 12,302 | $ | 75,007 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 21 | $ | — | ||||
| Accrued expenses | 84 | — | ||||||
| Income taxes payable | — | 302 | ||||||
| Total current liabilities | 105 | 302 | ||||||
| Investment in subsidiary | 716,148 | 739,115 | ||||||
| Payable to subsidiary | 110 | 3,003 | ||||||
| Total liabilities | 716,363 | 742,420 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ deficit: | ||||||||
| Common stock and additional paid-in capital, 300,000 shares authorized, $0.01 par value, 124,129 and 129,652 shares issued and outstanding at December 31, 2014 and 2013, respectively | 143,828 | 478,144 | ||||||
| Accumulated deficit | (788,798 | ) | (1,145,181 | ) | ||||
| Accumulated other comprehensive income | (59,091 | ) | (376 | ) | ||||
| Total shareholders’ deficit | (704,061 | ) | (667,413 | ) | ||||
| Total liabilities and shareholders’ deficit | $ | 12,302 | $ | 75,007 | ||||
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| 2014 | 2013 | 2012 | ||||||||||
| (in thousands) | ||||||||||||
| Operating activities: | ||||||||||||
| Net income | $ | 356,383 | $ | 226,591 | $ | 177,546 | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
| Amortization of debt issuance costs and discount | — | 10,346 | 1,884 | |||||||||
| Subsidiary income | (27,623 | ) | (119,998 | ) | — | |||||||
| Provision for (benefit from) deferred income taxes | 37 | 304 | (70 | ) | ||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and unbilled services | 2,994 | (2,995 | ) | — | ||||||||
| Prepaid expenses and other assets | — | (21 | ) | (100 | ) | |||||||
| Accounts payable and accrued expenses | 65 | (62 | ) | 63 | ||||||||
| Income taxes payable and other liabilities | (847 | ) | (9,651 | ) | (7,531 | ) | ||||||
| Net cash provided by operating activities | 331,009 | 104,514 | 171,792 | |||||||||
| Investing activities: | ||||||||||||
| Investments in subsidiary, net of payments received | — | (179,847 | ) | 118,712 | ||||||||
| Net cash provided by (used in) investing activities | — | (179,847 | ) | 118,712 | ||||||||
| Financing activities: | ||||||||||||
| Proceeds from issuance of debt | — | — | 293,877 | |||||||||
| Payment of debt issuance costs | — | — | (5,988 | ) | ||||||||
| Repayment of debt | — | (300,000 | ) | — | ||||||||
| Issuance of common stock | — | 525,000 | 3,116 | |||||||||
| Payment of common stock issuance costs | (105 | ) | (35,439 | ) | — | |||||||
| Stock issued under employee stock purchase and option plans | 35,228 | 12,539 | 350 | |||||||||
| Repurchase of common stock | (415,131 | ) | (6,434 | ) | (13,363 | ) | ||||||
| Repurchase of stock options | (8,415 | ) | (50,649 | ) | — | |||||||
| Intercompany with subsidiary | (2,893 | ) | (153 | ) | 156 | |||||||
| Dividends paid to common shareholders | — | — | (567,851 | ) | ||||||||
| Net cash (used in) provided by financing activities | (391,316 | ) | 144,864 | (289,703 | ) | |||||||
| (Decrease) increase in cash and cash equivalents | (60,307 | ) | 69,531 | 801 | ||||||||
| Cash and cash equivalents at beginning of period | 71,942 | 2,411 | 1,610 | |||||||||
| Cash and cash equivalents at end of period | $ | 11,635 | $ | 71,942 | $ | 2,411 | ||||||
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 $810,000, $9.3 million and $7.6 million in 2014, 2013 and 2012, 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 2014, 2013 and 2012 (in thousands):
| Amount | ||||
| Paid in November 2014 | $ | 234,000 | ||
| Paid in May 2014 | 87,000 | |||
| Paid in January 2014 | 8,415 | |||
| Total paid in 2014 | $ | 329,415 | ||
| 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 | ||
Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Information presented below is in thousands:
| Balance at Beginning of Year | Additions Charged to Expenses | Deductions (a) | Balance at End of Year | |||||||||||||
| December 31, 2014 | $ | 29,501 | $ | 11,084 | $ | (15,890 | ) | $ | 24,695 | |||||||
| December 31, 2013 | $ | 32,344 | $ | 3,611 | $ | (6,454 | ) | $ | 29,501 | |||||||
| December 31, 2012 | $ | 31,669 | $ | 4,173 | $ | (3,498 | ) | $ | 32,344 |
| (a) | – Impact of reductions recorded to expense and translation adjustments. |
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EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 3.1 | Second Amended and Restated Articles of Incorporation of Quintiles Transnational Holdings Inc. | S-1/A | 333-186708 | 3.1 | May 6, 2013 | |||||||||||||
| 3.3 | Third Amended and Restated Bylaws of Quintiles Transnational Holdings Inc. | S-3 | 333-199843 | 3.2 | November 4, 2014 | |||||||||||||
| 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 | |||||||||||||
| 4.3 | Amendment No. 1, dated February 5, 2015, to 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 | February 6, 2015 | |||||||||||||
| 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 |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 10.5 | Amendment No. 4, dated November 7, 2014, 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 | November 10, 2014 | |||||||||||||
| 10.6 | Purchase and Sale Agreement, dated December 5, 2014, among Quintiles, Inc., as originator and initial servicer, Quintiles Laboratories, LLC, as originator, Quintiles Commercial US, Inc., as originator, and Quintiles Funding LLC, as buyer. | 8-K | 001-35907 | 10.1 | December 8, 2014 | |||||||||||||
| 10.7 | Receivables Financing Agreement, dated December 5, 2014, among Quintiles Funding LLC, as borrower, Quintiles, Inc., as initial servicer, PNC Bank, N.A., as administrative agent and lender, and the additional persons from time to time party thereto as lenders. | 8-K | 001-35907 | 10.2 | December 8, 2014 | |||||||||||||
| 10.8 | Amended and Restated Shareholders Agreement, dated February 5, 2015, among Quintiles Transnational Holdings Inc. and the shareholders identified therein. | 8-K | 001-35907 | 10.1 | February 6, 2015 | |||||||||||||
| 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 |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 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 | Share Repurchase Agreement, dated May 27, 2014, between Quintiles Transnational Holdings Inc. and TPG Quintiles Holdco, L.P. | 8-K | 001-35907 | 10.1 | May 28, 2014 | |||||||||||||
| 10.17 | 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 | |||||||||||||
| 10.18† | Form of Director Indemnification Agreement. | S-1/A | 333-186708 | 10.13 | April 19, 2013 | |||||||||||||
| 10.19† | Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. | S-1/A | 333-186708 | 10.57 | April 19, 2013 | |||||||||||||
| 10.20† | Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan. | S-1 | 333-186708 | 10.14 | February 15, 2013 | |||||||||||||
| 10.21† | 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 | |||||||||||||
| 10.22† | 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 | |||||||||||||
| 10.23† | Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. | S-1 | 333-186708 | 10.17 | February 15, 2013 | |||||||||||||
| 10.24† | 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 | |||||||||||||
| 10.25† | 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 |
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||||
| 10.26† | Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. | S-1 | 333-186708 | 10.20 | February 15, 2013 | |||||||||||||||
| 10.27† | 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 | |||||||||||||||
| 10.28† | Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | S-1/A | 333-186708 | 10.22 | April 19, 2013 | |||||||||||||||
| 10.29† | 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 | |||||||||||||||
| 10.30† | Form of Award Agreement Awarding Incentive Stock Options to Employees under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | 10-Q | 001-35907 | 10.2 | May 1, 2014 | |||||||||||||||
| 10.31† | 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 | |||||||||||||||
| 10.32† | 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 | |||||||||||||||
| 10.33† | Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan prior to February 2015. | 8-K | 001-35907 | 10.1 | November 26, 2013 | |||||||||||||||
| 10.34† | Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan after February 2015. | X | ||||||||||||||||||
| 10.35† | Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | X | ||||||||||||||||||
| 10.36† | Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | S-8 | 333-193212 | 10.1 | January 6, 2014 |
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||||
| 10.37† | First Amendment to Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | X | ||||||||||||||||||
| 10.38† | 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 | |||||||||||||||
| 10.39† | 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 | |||||||||||||||
| 10.40† | 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 | |||||||||||||||
| 10.41† | 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 | |||||||||||||||
| 10.42† | 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 | |||||||||||||||
| 10.43† | 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 | |||||||||||||||
| 10.44† | 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 | |||||||||||||||
| 10.45 | 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 |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||
| 10.46 | 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 | |||||||||||||
| 10.47† | 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 | |||||||||||||
| 10.48† | Executive Employment Agreement, effective April 30, 2012, between Thomas H. Pike and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.36 | February 15, 2013 | |||||||||||||
| 10.49† | Subscription Agreement, effective May 31, 2012, between Thomas H. Pike and Quintiles Transnational Holdings Inc. | S-1 | 333-186708 | 10.37 | February 15, 2013 | |||||||||||||
| 10.50† | 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 | |||||||||||||
| 10.51† | 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 | |||||||||||||
| 10.52† | Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.40 | February 15, 2013 | |||||||||||||
| 10.53† | 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 | |||||||||||||
| 10.54† | Executive Employment Agreement, dated June 1, 2003, between Michael I. Mortimer and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.48 | February 15, 2013 | |||||||||||||
| 10.55† | 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 |
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||||||||
| 10.56† | 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 | |||||||||||||||
| 10.57† | 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 | |||||||||||||||
| 10.58† | 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 | |||||||||||||||
| 10.59† | Consulting and General Release Agreement, dated May 12, 2014, between Michael I. Mortimer and Quintiles Transnational Corp. | 8-K | 001-35907 | 10.1 | May 12, 2014 | |||||||||||||||
| 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† | Executive Employment Agreement, dated November 1, 2012, between James H. Erlinger III and Quintiles Transnational Corp. | X | ||||||||||||||||||
| 10.64† | Description of Independent Director Compensation. | 8-K | 001-35907 | 10.2 | February 6, 2015 | |||||||||||||||
| 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 |
| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 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 | ||||||||||||
| 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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