filings.toolsItem 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, 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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