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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:

Page
Management’s Report on Internal Control over Financial Reporting61
Report of Independent Registered Public Accounting Firm62
Consolidated Statements of Income63
Consolidated Statements of Comprehensive Income64
Consolidated Balance Sheets65
Consolidated Statements of Cash Flows66
Consolidated Statements of Shareholders’ Deficit67
Notes to Consolidated Financial Statements68

(2) Financial Statement Schedules

Schedule I—Condensed Financial Information of Registrant (Parent Company Only)107
Schedule II—Valuation and Qualifying Accounts112

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.

SignatureTitleDate
/s/ Thomas H. PikeChief Executive Officer and DirectorFebruary 11, 2016
Thomas H. Pike(Principal Executive Officer)
/s/ Michael R. McDonnellExecutive Vice President and Chief Financial OfficerFebruary 11, 2016
Michael R. McDonnell(Principal Financial Officer)
/s/ Charles E. WilliamsSenior Vice President, Corporate ControllerFebruary 11, 2016
Charles E. Williams(Principal Accounting Officer)
/s/ Jack M. GreenbergDirectorFebruary 11, 2016
Jack M. Greenberg
/s/ John P. ConnaughtonDirectorFebruary 11, 2016
John P. Connaughton
/s/ Jonathan J. CosletDirectorFebruary 11, 2016
Jonathan J. Coslet
/s/ Michael J. EvaniskoDirectorFebruary 11, 2016
Michael J. Evanisko
/s/ Dr. Dennis B. Gillings, CBEDirectorFebruary 11, 2016
Dr. Dennis B. Gillings, CBE
/s/ Annie Hai-yuan LoDirectorFebruary 11, 2016
Annie Hai-yuan Lo
/s/ John M. LeonardDirectorFebruary 11, 2016
John M. Leonard
/s/ Leonard D. SchaefferDirectorFebruary 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,
201520142013
(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, net78—
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 subsidiary387,373357,038241,983
Net income$387,205$356,383$226,591

QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,
201520142013
(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 $4,99112,4434,6088,089
Amortization of prior service costs and losses included in net income, net of income taxes of $355, $275 and $389618468655
Comprehensive income$334,930$297,668$218,520

QUINTILES TRANSNATIONAL HOLDINGS INC. (PARENT COMPANY ONLY)

CONDENSED BALANCE SHEETS

December 31,
20152014
(in thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents$4,791$11,635
Income taxes receivable128546
Other current assets and receivables16114
Total current assets4,93512,295
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 liabilities7105
Investment in subsidiary568,785716,148
Payable to subsidiary360110
Total liabilities569,152716,363
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, respectively8,784143,828
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,
201520142013
(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)37304
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 activities443,233331,009104,514
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 plans64,29735,22812,539
Repurchase of common stock(515,010)(415,131)(6,434)
Repurchase of stock options—(8,415)(50,649)
Intercompany with subsidiary636(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 period11,63571,9422,411
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 2015223,000
Paid in May 2015220,000
Total paid in 2015$444,000
Paid in November 2014$234,000
Paid in May 201487,000
Paid in January 20148,415
Total paid in 2014$329,415
Paid in November and December 2013$116,585
Paid in February 20135,400
Total paid in 2013$121,985

Schedule II—Valuation and Qualifying Accounts

Deferred Tax Asset Valuation Allowance

Information presented below is in thousands:

Balance atAdditions
BeginningCharged toBalance at
of YearExpensesDeductions (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 NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
3.1Second Amended and Restated Articles of Incorporation of Quintiles Transnational Holdings Inc.S-1/A333-1867083.1May 6, 2013
3.2Third Amended and Restated Bylaws of Quintiles Transnational Holdings Inc.S-3333-1998433.2November 4, 2014
4.1Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc.S-1/A333-1867084.1April 26, 2013
4.2Second Amended and Restated Registration Rights Agreement, dated May 14, 2013, among Quintiles Transnational Holdings Inc. and the shareholders identified therein.8-K001-359074.1May 15, 2013
4.3Amendment 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-K001-359074.1February 6, 2015
4.4Indenture dated as of May 12, 2015, among Quintiles Transnational Corp., the subsidiary guarantors listed therein and U.S. Bank National Association as trustee.8-K001-359074.1May 13, 2015
4.5Form of 4.875% Rule 144A Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.4).8-K001-359074.2May 13, 2015
4.6Form of 4.875% Regulation S Senior Note due 2023 (incorporated by reference to Exhibit A to Exhibit 4.4).8-K001-359074.3May 13, 2015
10.1Credit 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-1333-18670810.1February 15, 2013
10.2Amendment 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-1333-18670810.2February 15, 2013
10.3Amendment 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-1333-18670810.3February 15, 2013
10.4Amendment 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-K001-3590710.1December 20, 2013
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
10.5Amendment 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-K001-3590710.1November 10, 2014
10.6Credit 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 Issuer8-K001-3590710.1May 13, 2015
10.7Purchase 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-K001-3590710.1December 8, 2014
10.8Receivables 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-K001-3590710.2December 8, 2014
10.9Amended and Restated Shareholders Agreement, dated February 5, 2015, among Quintiles Transnational Holdings Inc. and the shareholders identified therein.8-K001-3590710.1February 6, 2015
10.10Share Repurchase Agreement, dated May 27, 2014, between Quintiles Transnational Holdings Inc. and TPG Quintiles Holdco, L.P.8-K001-3590710.1May 28, 2014
10.11Assignment and Assumption Agreement, dated December 10, 2009, between Quintiles Transnational Corp. and Quintiles Transnational Holdings Inc.S-1333-18670810.12February 15, 2013
10.12†Form of Director Indemnification Agreement.S-1/A333-18670810.13April 19, 2013
10.13†Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement.8-K001-3590710.2October 19, 2015
10.14†Quintiles Transnational Holdings Inc. Annual Management Incentive Plan.S-1/A333-18670810.57April 19, 2013
10.15†Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.S-1333-18670810.14February 15, 2013
10.16†Form of Stock Option Award Agreement under the Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.S-1333-18670810.15February 15, 2013
10.17†Form of Restricted Stock Purchase Agreement under the Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan.S-1333-18670810.16February 15, 2013
10.18†Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.17February 15, 2013
10.19†Form of Stock Option Award Agreement for Senior Executives under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.18February 15, 2013
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling Date
10.20†Form of Stock Option Award Agreement for Non-Employee Directors under the Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan.S-1333-18670810.19February 15, 2013
10.21†Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated.10-Q001-3590710.1October 28, 2015
10.22†Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.22April 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/A333-18670810.23April 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-Q001-3590710.2May 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/A333-18670810.24April 19, 2013
10.26†Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan.S-1/A333-18670810.56April 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-K001-3590710.1November 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-K001-3590710.34February 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-K001-3590710.35February 12, 2015
10.31†Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan.S-8333-19321210.1January 6, 2014
10.32†First Amendment to Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan.10-K001-3590710.37February 12, 2015
10.33†Sub-Plan to the Employee Stock Purchase Plan, effective 2015.10-Q001-3590710.1July 29, 2015
10.34†Executive Employment Agreement, dated September 25, 2003, among Dennis B. Gillings, Pharma Services Holding, Inc. and Quintiles Transnational Corp.S-1333-18670810.26February 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-1333-18670810.27February 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-1333-18670810.28February 15, 2013
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling 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-1333-18670810.29February 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-1333-18670810.30February 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-1333-18670810.31February 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/A333-18670810.32April 19, 2013
10.41Rollover 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-1333-18670810.33February 15, 2013
10.42Amendment 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-1333-18670810.34February 15, 2013
10.43†Stock Option Award Agreement, dated June 30, 2008, between Quintiles Transnational Corp. and Dennis B. Gillings.S-1333-18670810.35February 15, 2013
10.44†Executive Employment Agreement, effective April 30, 2012, between Thomas H. Pike and Quintiles Transnational Corp.S-1333-18670810.36February 15, 2013
10.45†Subscription Agreement, effective May 31, 2012, between Thomas H. Pike and Quintiles Transnational Holdings Inc.S-1333-18670810.37February 15, 2013
10.46†Stock Option Award Agreement, dated May 10, 2012, between Quintiles Transnational Holdings Inc. and Thomas H. Pike.S-1333-18670810.38February 15, 2013
10.47†Stock Option Award Agreement, dated May 31, 2012, between Quintiles Transnational Holdings Inc. and Thomas H. Pike.S-1333-18670810.39February 15, 2013
10.48†Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp.S-1333-18670810.40February 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-1333-18670810.41February 15, 2013
Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormFile No.ExhibitFiling 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-K001-3590710.1October 19, 2015
10.51†Executive Employment Agreement, dated November 1, 2012, between James H. Erlinger III and Quintiles Transnational Corp.10-K001-3590710.63February 12, 2015
10.52†Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp.8-K001-3590710.3October 19, 2015
10.53†Change of Control Severance Plan, which covers among others our executive officers.8-K001-3590710.1November 6, 2015
10.54†Quintiles Transnational Corp. 401(k) Restoration Plan, effective January 1, 20168-K001-3590710.1December 18, 2015
10.55†Description of Independent Director Compensation, effective February 5, 2015.8-K001-3590710.2February 6, 2015
10.56†Description of Independent Director Compensation, effective January 1, 2016.X
21.1List of Subsidiaries of Quintiles Transnational Holdings Inc.X
23.1Consent of PricewaterhouseCoopers LLP.X
31.1Certification 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
31.2Certification 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
32.1Certification 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
32.2Certification 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
101Interactive 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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