Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
|---|
(1) Financial Statements
The following consolidated financial statements of Quintiles Transnational Holdings Inc. and its subsidiaries, 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) | 107 | |
|---|---|---|
| Schedule II—Valuation and Qualifying Accounts | 112 |
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. The Company agrees to furnish to the SEC, upon request, copies of any long-term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of Quintiles Transnational Holdings Inc. and its subsidiaries on a consolidated basis.
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/ Michael R. McDonnell | |
|---|---|---|
| Name: Michael R. McDonnell Title: Executive Vice President and Chief Financial Officer | ||
| Date: | February 11, 2016 |
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 | Chief Executive Officer and Director | February 11, 2016 | ||
| Thomas H. Pike | (Principal Executive Officer) | |||
| /s/ Michael R. McDonnell | Executive Vice President and Chief Financial Officer | February 11, 2016 | ||
| Michael R. McDonnell | (Principal Financial Officer) | |||
| /s/ Charles E. Williams | Senior Vice President, Corporate Controller | February 11, 2016 | ||
| Charles E. Williams | (Principal Accounting Officer) | |||
| /s/ Jack M. Greenberg | Director | February 11, 2016 | ||
| Jack M. Greenberg | ||||
| /s/ John P. Connaughton | Director | February 11, 2016 | ||
| John P. Connaughton | ||||
| /s/ Jonathan J. Coslet | Director | February 11, 2016 | ||
| Jonathan J. Coslet | ||||
| /s/ Michael J. Evanisko | Director | February 11, 2016 | ||
| Michael J. Evanisko | ||||
| /s/ Dr. Dennis B. Gillings, CBE | Director | February 11, 2016 | ||
| Dr. Dennis B. Gillings, CBE | ||||
| /s/ Annie Hai-yuan Lo | Director | February 11, 2016 | ||
| Annie Hai-yuan Lo | ||||
| /s/ John M. Leonard | Director | February 11, 2016 | ||
| John M. Leonard | ||||
| /s/ Leonard D. Schaeffer | Director | February 11, 2016 | ||
| Leonard D. Schaeffer |
(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, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| (in thousands) | ||||||||||||
| Selling, general and administrative | $ | 715 | $ | 1,509 | $ | 2 | ||||||
| Loss from operations | (715 | ) | (1,509 | ) | (2 | ) | ||||||
| Interest income | (24 | ) | (52 | ) | (6 | ) | ||||||
| Interest expense | — | — | 9,242 | |||||||||
| Loss on extinguishment of debt | — | — | 15,501 | |||||||||
| Other expense, net | 7 | 8 | — | |||||||||
| Loss before income taxes and equity in earnings of subsidiary | (698 | ) | (1,465 | ) | (24,739 | ) | ||||||
| Income tax benefit | (530 | ) | (810 | ) | (9,347 | ) | ||||||
| Loss before equity in earnings of subsidiary | (168 | ) | (655 | ) | (15,392 | ) | ||||||
| Equity in earnings of subsidiary | 387,373 | 357,038 | 241,983 | |||||||||
| Net income | $ | 387,205 | $ | 356,383 | $ | 226,591 |
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| (in thousands) | ||||||||||||
| Net income | $ | 387,205 | $ | 356,383 | $ | 226,591 | ||||||
| Comprehensive income adjustments: | ||||||||||||
| Unrealized (losses) gains on marketable securities, net of income taxes of ($168), ($376) and $2,016 | (268 | ) | (600 | ) | 3,225 | |||||||
| Unrealized (losses) gains on derivative instruments, net of income taxes of ($3,679), ($1,767) and ($751) | (9,523 | ) | (5,067 | ) | 358 | |||||||
| Defined benefit plan adjustments, net of income taxes of $318, ($2,981) and ($131) | (36 | ) | (7,237 | ) | 2,278 | |||||||
| Foreign currency translation, net of income taxes of ($5,581), ($2,101) and ($2,465) | (55,509 | ) | (47,810 | ) | (22,676 | ) | ||||||
| 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 $5,826, $4,022 and $4,991 | 12,443 | 4,608 | 8,089 | |||||||||
| Amortization of prior service costs and losses included in net income, net of income taxes of $355, $275 and $389 | 618 | 468 | 655 | |||||||||
| Comprehensive income | $ | 334,930 | $ | 297,668 | $ | 218,520 |
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
| December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||
| (in thousands, except per share data) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,791 | $ | 11,635 | ||||
| Income taxes receivable | 128 | 546 | ||||||
| Other current assets and receivables | 16 | 114 | ||||||
| Total current assets | 4,935 | 12,295 | ||||||
| Deferred income taxes | — | 7 | ||||||
| Total assets | $ | 4,935 | $ | 12,302 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 7 | $ | 21 | ||||
| Accrued expenses | — | 84 | ||||||
| Total current liabilities | 7 | 105 | ||||||
| Investment in subsidiary | 568,785 | 716,148 | ||||||
| Payable to subsidiary | 360 | 110 | ||||||
| Total liabilities | 569,152 | 716,363 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ deficit: | ||||||||
| Common stock and additional paid-in capital, 300,000 shares authorized, $0.01 par value, 119,378 and 124,129 shares issued and outstanding at December 31, 2015 and 2014, respectively | 8,784 | 143,828 | ||||||
| Accumulated deficit | (461,635 | ) | (788,798 | ) | ||||
| Accumulated other comprehensive loss | (111,366 | ) | (59,091 | ) | ||||
| Total shareholders’ deficit | (564,217 | ) | (704,061 | ) | ||||
| Total liabilities and shareholders’ deficit | $ | 4,935 | $ | 12,302 |
QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| (in thousands) | ||||||||||||
| Operating activities: | ||||||||||||
| Net income | $ | 387,205 | $ | 356,383 | $ | 226,591 | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
| Amortization of debt issuance costs and discount | — | — | 10,346 | |||||||||
| Subsidiary loss (income) | 56,627 | (27,623 | ) | (119,998 | ) | |||||||
| (Benefit from) provision for deferred income taxes | (335 | ) | 37 | 304 | ||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and unbilled services | — | 2,994 | (2,995 | ) | ||||||||
| Prepaid expenses and other assets | — | — | (21 | ) | ||||||||
| Accounts payable and accrued expenses | (69 | ) | 65 | (62 | ) | |||||||
| Income taxes payable and other liabilities | (195 | ) | (847 | ) | (9,651 | ) | ||||||
| Net cash provided by operating activities | 443,233 | 331,009 | 104,514 | |||||||||
| Investing activities: | ||||||||||||
| Investments in subsidiary, net of payments received | — | — | (179,847 | ) | ||||||||
| Net cash used in investing activities | — | — | (179,847 | ) | ||||||||
| Financing activities: | ||||||||||||
| Repayment of debt | — | — | (300,000 | ) | ||||||||
| Issuance of common stock | — | — | 525,000 | |||||||||
| Payment of common stock issuance costs | — | (105 | ) | (35,439 | ) | |||||||
| Stock issued under employee stock purchase and option plans | 64,297 | 35,228 | 12,539 | |||||||||
| Repurchase of common stock | (515,010 | ) | (415,131 | ) | (6,434 | ) | ||||||
| Repurchase of stock options | — | (8,415 | ) | (50,649 | ) | |||||||
| Intercompany with subsidiary | 636 | (2,893 | ) | (153 | ) | |||||||
| Net cash (used in) provided by financing activities | (450,077 | ) | (391,316 | ) | 144,864 | |||||||
| (Decrease) increase in cash and cash equivalents | (6,844 | ) | (60,307 | ) | 69,531 | |||||||
| Cash and cash equivalents at beginning of period | 11,635 | 71,942 | 2,411 | |||||||||
| Cash and cash equivalents at end of period | $ | 4,791 | $ | 11,635 | $ | 71,942 |
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 $530,000, $810,000 and $9.3 million in 2015, 2014 and 2013, 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 2015, 2014 and 2013 (in thousands):
| Amount | ||||
|---|---|---|---|---|
| Paid in December 2015 | $ | 1,000 | ||
| Paid in November 2015 | 223,000 | |||
| Paid in May 2015 | 220,000 | |||
| Total paid in 2015 | $ | 444,000 | ||
| 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 |
Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Information presented below is in thousands:
| Balance at | Additions | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning | Charged to | Balance at | ||||||||||||||
| of Year | Expenses | Deductions (a) | End of Year | |||||||||||||
| December 31, 2015 | $ | 24,695 | $ | 1,762 | $ | (4,295 | ) | $ | 22,162 | |||||||
| December 31, 2014 | $ | 29,501 | $ | 11,084 | $ | (15,890 | ) | $ | 24,695 | |||||||
| December 31, 2013 | $ | 32,344 | $ | 3,611 | $ | (6,454 | ) | $ | 29,501 |
(a) – Impact of reductions recorded to expense and translation adjustments.
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 | |||||||
| 3.2 | 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 | |||||||
| 4.4 | Indenture dated as of May 12, 2015, among Quintiles Transnational Corp., the subsidiary guarantors listed therein and U.S. Bank National Association as trustee. | 8-K | 001-35907 | 4.1 | May 13, 2015 | |||||||
| 4.5 | Form of 4.875% Rule 144A Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.4). | 8-K | 001-35907 | 4.2 | May 13, 2015 | |||||||
| 4.6 | Form of 4.875% Regulation S Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.4). | 8-K | 001-35907 | 4.3 | May 13, 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 | Credit Agreement dated May 12, 2015, among Quintiles Transnational Corp., as the borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, a Swing Line Leader and an L/C Issuer | 8-K | 001-35907 | 10.1 | May 13, 2015 | |||||||
| 10.7 | 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 | |||||||
| 10.8 | 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 | |||||||
| 10.9 | 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 | |||||||
| 10.10 | 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 | |||||||
| 10.11 | 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 | |||||||
| 10.12 | † | Form of Director Indemnification Agreement. | S-1/A | 333-186708 | 10.13 | April 19, 2013 | ||||||
| 10.13 | † | Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. | 8-K | 001-35907 | 10.2 | October 19, 2015 | ||||||
| 10.14 | † | Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. | S-1/A | 333-186708 | 10.57 | April 19, 2013 | ||||||
| 10.15 | † | Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan. | S-1 | 333-186708 | 10.14 | February 15, 2013 | ||||||
| 10.16 | † | 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 | ||||||
| 10.17 | † | 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 | ||||||
| 10.18 | † | Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. | S-1 | 333-186708 | 10.17 | February 15, 2013 | ||||||
| 10.19 | † | 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 | ||||||
| Incorporated by Reference | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||
| 10.20 | † | Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. | S-1 | 333-186708 | 10.19 | February 15, 2013 | ||||||
| 10.21 | † | Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. | 10-Q | 001-35907 | 10.1 | October 28, 2015 | ||||||
| 10.22 | † | Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | S-1/A | 333-186708 | 10.22 | April 19, 2013 | ||||||
| 10.23 | † | 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 | ||||||
| 10.24 | † | 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 | ||||||
| 10.25 | † | 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 | ||||||
| 10.26 | † | 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 | ||||||
| 10.27 | † | 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 | ||||||
| 10.28 | † | Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan after February 2015. | 10-K | 001-35907 | 10.34 | February 12, 2015 | ||||||
| 10.29 | † | Form of Initial Award Agreement Awarding Restricted Stock Units to Michael McDonnell under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | X | |||||||||
| 10.30 | † | Form of Award Agreement Awarding Performance Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | 10-K | 001-35907 | 10.35 | February 12, 2015 | ||||||
| 10.31 | † | Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | S-8 | 333-193212 | 10.1 | January 6, 2014 | ||||||
| 10.32 | † | First Amendment to Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | 10-K | 001-35907 | 10.37 | February 12, 2015 | ||||||
| 10.33 | † | Sub-Plan to the Employee Stock Purchase Plan, effective 2015. | 10-Q | 001-35907 | 10.1 | July 29, 2015 | ||||||
| 10.34 | † | 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 | ||||||
| 10.35 | † | 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 | ||||||
| 10.36 | † | 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 |
| Incorporated by Reference | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||
| 10.37 | † | 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 | ||||||
| 10.38 | † | 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 | ||||||
| 10.39 | † | 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 | ||||||
| 10.40 | † | 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 | ||||||
| 10.41 | Rollover Agreement, dated August 28, 2003, among Pharma Services Holding, Inc., Dennis B. Gillings, Joan H. Gillings, Susan Ashley Gillings, the Gillings Family Foundation, the Gillings Limited Partnership and the GFEF Limited Partnership. | S-1 | 333-186708 | 10.33 | February 15, 2013 | |||||||
| 10.42 | 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 | |||||||
| 10.43 | † | 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 | ||||||
| 10.44 | † | Executive Employment Agreement, effective April 30, 2012, between Thomas H. Pike and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.36 | February 15, 2013 | ||||||
| 10.45 | † | Subscription Agreement, effective May 31, 2012, between Thomas H. Pike and Quintiles Transnational Holdings Inc. | S-1 | 333-186708 | 10.37 | February 15, 2013 | ||||||
| 10.46 | † | 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 | ||||||
| 10.47 | † | 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 | ||||||
| 10.48 | † | Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.40 | February 15, 2013 | ||||||
| 10.49 | † | 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 | ||||||
| Incorporated by Reference | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||
| 10.50 | † | Second Amendment, dated October 14, 2015, to Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp. | 8-K | 001-35907 | 10.1 | October 19, 2015 | ||||||
| 10.51 | † | Executive Employment Agreement, dated November 1, 2012, between James H. Erlinger III and Quintiles Transnational Corp. | 10-K | 001-35907 | 10.63 | February 12, 2015 | ||||||
| 10.52 | † | Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp. | 8-K | 001-35907 | 10.3 | October 19, 2015 | ||||||
| 10.53 | † | Change of Control Severance Plan, which covers among others our executive officers. | 8-K | 001-35907 | 10.1 | November 6, 2015 | ||||||
| 10.54 | † | Quintiles Transnational Corp. 401(k) Restoration Plan, effective January 1, 2016 | 8-K | 001-35907 | 10.1 | December 18, 2015 | ||||||
| 10.55 | † | Description of Independent Director Compensation, effective February 5, 2015. | 8-K | 001-35907 | 10.2 | February 6, 2015 | ||||||
| 10.56 | † | Description of Independent Director Compensation, effective January 1, 2016. | X | |||||||||
| 21.1 | List of Subsidiaries of Quintiles Transnational Holdings Inc. | X | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | X | ||||||||||
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 31.2 | Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 32.2 | Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||
| 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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