Item 16. Form 10-K Summary
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QUINTILES IMS HOLDINGS, INC. | ||
| By: | /s/ Michael R. McDonnell | |
| Name: Michael R. McDonnell | ||
| Title: Executive Vice President and Chief Financial Officer |
Date: February 16, 2017
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/ ARI BOUSBIB Ari Bousbib | Chairman, Chief Executive Officer and President; Director (Principal Executive Officer) | February 16, 2017 | ||
| /S/ MICHAEL R. MCDONNELL Michael R. McDonnell | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 16, 2017 | ||
| /S/ CHARLES E. WILLIAMS Charles E. Williams | Senior Vice President, Corporate Controller (Principal Accounting Officer) | February 16, 2017 | ||
| /S/ DR. DENNIS B. GILLINGS, CBE Dr. Dennis B. Gillings, CBE | Lead Director | February 16, 2017 | ||
| /S/ JOHN P. CONNAUGHTON John P. Connaughton | Director | February 16, 2017 | ||
| /S/ JONATHAN J. COSLET Jonathan J. Coslet | Director | February 16, 2017 | ||
| /S/ JOHN G. DANHAKL John G. Danhakl | Director | February 16, 2017 | ||
| /S/ MICHAEL J. EVANISKO Michael J. Evanisko | Director | February 16, 2017 | ||
| /S/ JAMES A. FASANO James A. Fasano | Director | February 16, 2017 |
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| Signature | Title | Date | ||
| /S/ JACK M. GREENBERG Jack M. Greenberg | Director | February 16, 2017 | ||
| /S/ JOHN M. LEONARD, M.D. John M. Leonard, M.D. | Director | February 16, 2017 | ||
| /S/ RONALD A. RITTENMEYER Ronald A. Rittenmeyer | Director | February 16, 2017 | ||
| /S/ TODD B. SISITSKY Todd B. Sisitsky | Director | February 16, 2017 |
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(2) Financial Statement Schedules
Schedule I—Condensed Financial Information of Registrant
QUINTILES IMS HOLDINGS, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF INCOME
| Year Ended December 31, | ||||||||||||
| (in millions) | 2016 | 2015 | 2014 | |||||||||
| Selling, general and administrative expenses | $ | — | $ | 1 | $ | 2 | ||||||
| Merger related costs | 21 | — | — | |||||||||
| Loss from operations | (21 | ) | (1 | ) | (2 | ) | ||||||
| Interest income | — | — | — | |||||||||
| Other expense, net | — | — | — | |||||||||
| Loss before income taxes and equity in earnings of subsidiary | (21 | ) | (1 | ) | (2 | ) | ||||||
| Income tax benefit | (4 | ) | (1 | ) | (1 | ) | ||||||
| Loss before equity in earnings of subsidiary | (17 | ) | — | (1 | ) | |||||||
| Equity in earnings of subsidiary | 132 | 387 | 357 | |||||||||
| Net income | $ | 115 | $ | 387 | $ | 356 | ||||||
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QUINTILES IMS HOLDINGS, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| Year Ended December 31, | ||||||||||||
| (in millions) | 2016 | 2015 | 2014 | |||||||||
| Net income | $ | 115 | $ | 387 | $ | 356 | ||||||
| Comprehensive income adjustments: | ||||||||||||
| Unrealized (losses) gains on available-for-sale securities, net of income taxes | — | — | (1 | ) | ||||||||
| Unrealized (losses) gains on derivative instruments, net of income taxes of $3, ($4) and ($2) | (7 | ) | (9 | ) | (5 | ) | ||||||
| Defined benefit plan adjustments, net of income taxes of $11, $— and ($3) | 23 | — | (7 | ) | ||||||||
| Foreign currency translation, net of income taxes of $(9), ($5) and ($2) | (497 | ) | (56 | ) | (48 | ) | ||||||
| Reclassification adjustments: | ||||||||||||
| Gains on marketable securities included in net income, net of income taxes of $—, $— and ($2) | — | — | (3 | ) | ||||||||
| Losses on derivative instruments included in net income, net of income taxes of $7, $6 and $4 | 21 | 12 | 5 | |||||||||
| Amortization of actuarial losses and prior service costs included in net income, net of income taxes | 1 | 1 | — | |||||||||
| Comprehensive (loss) income | $ | (344 | ) | $ | 335 | $ | 297 | |||||
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QUINTILES IMS HOLDINGS, INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
| December 31, | ||||||||
| (in millions, except per share data) | 2016 | 2015 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 12 | $ | 5 | ||||
| Income taxes receivable | 4 | — | ||||||
| Other current assets and receivables | — | — | ||||||
| Total current assets | 16 | 5 | ||||||
| Investment in subsidiary | 8,631 | — | ||||||
| Total assets | $ | 8,647 | $ | 5 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | — | $ | — | ||||
| Total current liabilities | — | — | ||||||
| Investment in subsidiary | — | 569 | ||||||
| Payable to subsidiary | 14 | — | ||||||
| Total liabilities | 14 | 569 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock and additional paid-in capital, 400.0 and 300.0 shares authorized at December 31, 2016 and 2015, respectively, $0.01 par value, 248.3 and 119.4 shares issued and outstanding at December 31, 2016 and 2015, respectively | 10,602 | 9 | ||||||
| Accumulated deficit | (399 | ) | (462 | ) | ||||
| Treasury stock, at cost, 12.9 shares at December 31, 2016 | (1,000 | ) | — | |||||
| Accumulated other comprehensive loss | (570 | ) | (111 | ) | ||||
| Total stockholders’ equity (deficit) | 8,633 | (564 | ) | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 8,647 | $ | 5 | ||||
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QUINTILES IMS HOLDINGS, INC. (PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| (in millions) | 2016 | 2015 | 2014 | |||||||||
| Operating activities: | ||||||||||||
| Net income | $ | 115 | $ | 387 | $ | 356 | ||||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
| Subsidiary loss (income) | 91 | 56 | (27 | ) | ||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and unbilled services | — | — | 3 | |||||||||
| Income taxes payable and other liabilities | (5 | ) | — | (1 | ) | |||||||
| Net cash provided by operating activities | 201 | 443 | 331 | |||||||||
| Investing activities: | ||||||||||||
| Investment in subsidiary, net of dividends received | 791 | — | — | |||||||||
| Net cash provided by investing activities | 791 | — | — | |||||||||
| Financing activities: | ||||||||||||
| Stock issued under employee stock purchase and option plans | 97 | 64 | 35 | |||||||||
| Repurchase of common stock | (1,097 | ) | (515 | ) | (415 | ) | ||||||
| Repurchase of stock options | — | — | (8 | ) | ||||||||
| Intercompany with subsidiary | 15 | 1 | (3 | ) | ||||||||
| Net cash (used in) provided by financing activities | (985 | ) | (450 | ) | (391 | ) | ||||||
| (Decrease) increase in cash and cash equivalents | 7 | (7 | ) | (60 | ) | |||||||
| Cash and cash equivalents at beginning of period | 5 | 12 | 72 | |||||||||
| Cash and cash equivalents at end of period | $ | 12 | $ | 5 | $ | 12 | ||||||
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QUINTILES IMS 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 IMS Holdings, Inc.’s (the “Company”) wholly-owned subsidiary, Quintiles IMS Incorporated exceed 25% of the consolidated net assets of the Company. The ability of Quintiles IMS Incorporated 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 IMS 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 $4 million, $1 million and $1 million in 2016, 2015 and 2014, 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 IMS Incorporated in 2016, 2015 and 2014 (in millions):
| Amount | ||||
| Paid in December 2016 | $ | 503 | ||
| Paid in November 2016 | 422 | |||
| Paid in June 2016 | 89 | |||
| Total paid in 2016 | $ | 1,014 | ||
| Paid in December 2015 | $ | 1 | ||
| Paid in November 2015 | 223 | |||
| Paid in May 2015 | 220 | |||
| Total paid in 2015 | $ | 444 | ||
| Paid in November 2014 | $ | 234 | ||
| Paid in May 2014 | 87 | |||
| Paid in January 2014 | 8 | |||
| Total paid in 2014 | $ | 329 | ||
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Schedule II—Valuation and Qualifying Accounts
Deferred Tax Asset Valuation Allowance
Information presented below is in millions:
| Additions | ||||||||||||||||||||
| Balance at Beginning of Year | Charged to Expenses | Charged to Other Accounts(a) | Deductions(b) | Balance at End of Year | ||||||||||||||||
| December 31, 2016 | $ | 22 | $ | 10 | $ | 129 | $ (8) | $ | 153 | |||||||||||
| December 31, 2015 | $ | 25 | $ | 2 | $ | — | $ (5) | $ | 22 | |||||||||||
| December 31, 2014 | $ | 30 | $ | 11 | $ | — | $ (16) | $ | 25 |
| (a) | Recorded through purchase accounting transaction. |
|---|
| (b) | 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 | ||||||||
| 2.1* | Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto). | 8-K | 001-35907 | 2.1 | May 3, 2016 | |||||||||
| 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 | |||||||||
| 3.3 | Articles of Conversion, as filed with the North Carolina Secretary of State on October 3, 2016. | 8-K | 001-35907 | 3.1 | October 3, 2016 | |||||||||
| 3.4 | Certificate of Conversion, as filed with the Delaware Secretary of State on October 3, 2016. | 8-K | 001-35907 | 3.2 | October 3, 2016 | |||||||||
| 3.5 | Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 3, 2016. | 8-K | 001-35907 | 3.3 | October 3, 2016 | |||||||||
| 3.6 | Amended and Restated Bylaws, effective October 3, 2016. | 8-K | 001-35907 | 3.4 | October 3, 2016 | |||||||||
| 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 stockholders 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 stockholders 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 | |||||||||
| 4.7 | Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee. | 8-K | 001-35907 | 4.1 | October 3, 2016 | |||||||||
| 4.8 | Senior Note Indenture, dated as of October 24, 2012, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee. | IMS Health S-1 | 333-193159 | 4.9 | January 2, 2014 | |||||||||
| 4.9 | Senior Note Indenture, dated as of March 30, 2015, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Deutsche Trustee Company Limited, as Trustee. | IMS Health 10-Q | 001-36381 | 4.1 | May 15, 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 |
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| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.2 | Amendment No. 1, dated October 22, 2012, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. | S-1 | 333-186708 | 10.2 | February 15, 2013 | |||||||||
| 10.3 | Amendment No. 2, dated December 20, 2012, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. | S-1 | 333-186708 | 10.3 | February 15, 2013 | |||||||||
| 10.4 | Amendment No. 3, dated December 20, 2013, to Credit Agreement, dated June 8, 2011, among Quintiles Transnational Corp., as the Borrower, each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. | 8-K | 001-35907 | 10.1 | December 20, 2013 | |||||||||
| 10.5 | 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 | Third Amended and Restated Credit Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. | IMS Health S-1/A | 333-193159 | 10.32 | March 24, 2014 | |||||||||
| 10.8 | Amendment No. 1, dated May 11, 2015, to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. | IMS Health 10-Q | 001-36381 | 10.1 | May 15, 2015 | |||||||||
| 10.9 | Amendment No. 2, dated January 15, 2016, to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. | IMS Health 8-K | 001-36381 | 10.1 | January 21, 2016 | |||||||||
| 10.10 | Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of October 3, 2016, among Quintiles IMS Incorporated, IMS AG, IMS Japan K.K., Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as Administrative Agent and Collateral Agent, and the other Lenders party thereto, the Incremental Term A-3 Lenders party thereto and the Incremental Revolving Credit Lenders party thereto. | 8-K | 001-35907 | 10.9 | October 3, 2016 |
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| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.11 | Senior Note Purchase Agreement, dated September 14, 2016, between IMS Health Incorporated, a wholly owned subsidiary of IMS Health Holdings, Inc., and the representative of the initial purchasers named therein. | 10-Q | 001-35907 | 10.10 | November 3, 2016 | |||||||||
| 10.12 | Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent. | IMS Health S-1/A | 333-193159 | 10.33 | March 24, 2014 | |||||||||
| 10.13 | U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., as Holdings, IMS Health Incorporated, as Parent Borrower, the other Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent. | IMS Health S-1/A | 333-193159 | 10.34 | March 24, 2014 | |||||||||
| 10.14 | 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 | |||||||||
| 10.15 | 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 | |||||||||
| 10.16 | Assignment and Assumption Agreement, dated December 10, 2009, between Quintiles Transnational Corp. and Quintiles Transnational Holdings Inc. | S-1 | 333-186708 | 10.12 | February 15, 2013 | |||||||||
| 10.17 | Amended and Restated Stockholders Agreement, dated February 5, 2015, among Quintiles Transnational Holdings Inc. and the stockholders identified therein. | 8-K | 001-35907 | 10.1 | February 6, 2015 | |||||||||
| 10.18 | Stockholders Agreement, dated May 3, 2016, among Quintiles Transnational Holdings Inc. and the stockholders identified therein. | 8-K | 001-35907 | 10.4 | May 3, 2016 | |||||||||
| 10.19 | Voting Agreement, dated May 3, 2016, by and among Quintiles Transnational Holdings Inc. and affiliates of TPG Global, LLC. | 8-K | 001-35907 | 10.1 | May 3, 2016 | |||||||||
| 10.20 | Voting Agreement, dated May 3, 2016, by and between Quintiles Transnational Holdings Inc. and CPP Investment Board Private Holdings Inc. | 8-K | 001-35907 | 10.2 | May 3, 2016 | |||||||||
| 10.21 | Voting Agreement, dated May 3, 2016, by and between Quintiles Transnational Holdings Inc. and Leonard Green & Partners, L.P. | 8-K | 001-35907 | 10.3 | May 3, 2016 | |||||||||
| 10.22 | 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 | |||||||||
| 10.23† | Form of Director Indemnification Agreement. | S-1/A | 333-186708 | 10.13 | April 19, 2013 | |||||||||
| 10.24 | Form of Indemnification Agreement with each of the non-management directors of Quintiles IMS Holdings Inc. | 8-K | 001-35907 | 10.8 | October 3, 2016 | |||||||||
| 10.25† | Description of Independent Director Compensation, effective February 5, 2015. | 8-K | 001-35907 | 10.2 | February 6, 2015 | |||||||||
| 10.26† | Description of Independent Director Compensation, effective January 1, 2016. | 10-K | 001-35907 | 10.56 | February 11, 2016 |
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| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.27 | Description of Non-Employee Director Compensation, effective as of January 1, 2017. | X | ||||||||||||
| 10.28† | Form of Non-Competition, Non-Solicitation, Confidentiality and IP Agreement. | 8-K | 001-35907 | 10.2 | October 19, 2015 | |||||||||
| 10.29† | Quintiles Transnational Holdings Inc. Annual Management Incentive Plan. | S-1/A | 333-186708 | 10.57 | April 19, 2013 | |||||||||
| 10.30† | Quintiles Transnational Holdings Inc. 2003 Stock Incentive Plan. | S-1 | 333-186708 | 10.14 | February 15, 2013 | |||||||||
| 10.31† | 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 | |||||||||
| 10.32† | 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 | |||||||||
| 10.33† | Quintiles Transnational Holdings Inc. 2008 Stock Incentive Plan. | S-1 | 333-186708 | 10.17 | February 15, 2013 | |||||||||
| 10.34† | 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 | |||||||||
| 10.35† | 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 | |||||||||
| 10.36† | Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | S-1/A | 333-186708 | 10.22 | April 19, 2013 | |||||||||
| 10.37† | 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 | |||||||||
| 10.38† | 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 | |||||||||
| 10.39† | 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 | |||||||||
| 10.40† | 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 | |||||||||
| 10.41 | Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. | X | ||||||||||||
| 10.42† | 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 | |||||||||
| 10.43† | Form of Award Agreement Awarding Restricted Stock Units under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan effective February 2015. | 10-K | 001-35907 | 10.34 | February 12, 2015 | |||||||||
| 10.44† | 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 |
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| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.45 | Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. | X | ||||||||||||
| 10.46 | Form of Restricted Stock Award Agreement under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | 10-Q | 001-35907 | 10.3 | November 3, 2016 | |||||||||
| 10.47 | Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017. | X | ||||||||||||
| 10.48 | Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan. | 8-K | 001-35907 | 10.7 | October 3, 2016 | |||||||||
| 10.49 | IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated. | IMS Health S-1 | 333-193159 | 10.10 | January 2, 2014 | |||||||||
| 10.50 | First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009. | IMS Health S-1 | 333-193159 | 10.12 | January 2, 2014 | |||||||||
| 10.51 | Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009. | IMS Health S-1 | 333-193159 | 10.13 | January 2, 2014 | |||||||||
| 10.52 | Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011. | IMS Health S-1 | 333-193159 | 10.14 | January 2, 2014 | |||||||||
| 10.53 | Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016). | IMS Health 10-Q | 001-36381 | 10.3 | July 28, 2016 | |||||||||
| 10.54 | Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan. | 8-K | 001-35907 | 10.5 | October 3, 2016 | |||||||||
| 10.55 | Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated. | IMS Health S-1/A | 333-193159 | 10.16 | February 13, 2014 | |||||||||
| 10.56 | Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.17 | January 2, 2014 | |||||||||
| 10.57 | Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.18 | January 2, 2014 | |||||||||
| 10.58 | Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.19 | January 2, 2014 | |||||||||
| 10.59 | Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.20 | January 2, 2014 | |||||||||
| 10.60 | Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.21 | January 2, 2014 | |||||||||
| 10.61 | Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan. | IMS Health S-1 | 333-193159 | 10.22 | January 2, 2014 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.62 | IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011. | IMS Health S-1 | 333-193159 | 10.15 | January 2, 2014 | |||||||||
| 10.63 | 2013 IMS Health Annual Incentive Compensation Plan. | IMS Health S-1 | 333-193159 | 10.6 | January 2, 2014 | |||||||||
| 10.64 | Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan. | 8-K | 001-35907 | 10.6 | October 3, 2016 | |||||||||
| 10.65 | Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan. | IMS Health 8-K | 001-36381 | 10.1 | February 10, 2015 | |||||||||
| 10.66 | Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan. | IMS Health 8-K | 001-36381 | 10.2 | February 10, 2015x | |||||||||
| 10.67 | 2014 IMS Health Annual Incentive Plan. | IMS Health S-1/A | 333-193159 | 10.30 | March 10, 2014 | |||||||||
| 10.68† | Quintiles Transnational Holdings Inc. Change of Control Severance Plan, which covers among others our executive officers. | 8-K | 001-35907 | 10.1 | November 6, 2015 | |||||||||
| 10.69 | Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017. | X | ||||||||||||
| 10.70 | IMS Health Incorporated Employee Protection Plan and Summary Plan Description (as Amended and Restated effective January 1, 2014). | IMS Health 10-Q | 001-3681 | 10.1 | July 28, 2016 | |||||||||
| 10.71 | First Amendment to the IMS Health Incorporated Employee Protection Plan and Summary Plan Description (effective June 1, 2016). | IMS Health 10-Q | 001-3681 | 10.2 | July 28, 2016 | |||||||||
| 10.72† | Quintiles Transnational Corp. 401(k) Restoration Plan, effective January 1, 2016 | 8-K | 001-35907 | 10.1 | December 18, 2015 | |||||||||
| 10.73† | Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | S-8 | 333-193212 | 10.1 | January 6, 2014 | |||||||||
| 10.74† | First Amendment to Quintiles Transnational Holdings Inc. Employee Stock Purchase Plan. | 10-K | 001-35907 | 10.37 | February 12, 2015 | |||||||||
| 10.75† | Sub-Plan to the Employee Stock Purchase Plan, effective 2015. | 10-Q | 001-35907 | 10.1 | July 29, 2015 | |||||||||
| 10.76 | Quintiles IMS Incorporated Savings Equalization Plan, effective December 31, 2016. | X | ||||||||||||
| 10.77† | Quintiles Transnational Corp. Elective Deferred Compensation Plan, as amended and restated. | 10-Q | 001-35907 | 10.1 | October 28, 2015 | |||||||||
| 10.78 | Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017. | X | ||||||||||||
| 10.79 | Amended and Restated Employment Agreement among IMS Health Holdings, Inc., IMS Health Incorporated and Ari Bousbib, dated February 12, 2014. | IMS Health S-1/A | 333-193159 | 10.25 | March 10, 2014 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.80 | Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010. | IMS Health S-1/A | 333-193159 | 10.23 | February 13, 2014 | |||||||||
| 10.81 | Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010. | IMS Health S-1/A | 333-193159 | 10.24 | February 13, 2014 | |||||||||
| 10.82 | Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014, incorporated herein by reference to Amendment 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 10, 2014. | IMS Health S-1/A | 333-193159 | 10.29 | March 10, 2014 | |||||||||
| 10.83 | Amendment No. 1, dated December 31, 2015, to Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014. | IMS Health 10-K | 001-36381 | 10.33 | February 19, 2016 | |||||||||
| 10.84 | Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015. | IMS Health 10-K | 001-36381 | 10.34 | February 19, 2016 | |||||||||
| 10.85 | Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015. | IMS Health 10-K | 001-36381 | 10.35 | February 19, 2016 | |||||||||
| 10.86 | Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015. | IMS Health 10-K | 001-36381 | 10.36 | February 19, 2016 | |||||||||
| 10.87 | Letter Agreement, dated May 3, 2016, between Quintiles Transnational Holdings Inc. and Ari Bousbib. | 8-K | 001-35907 | 10.6 | May 3, 2016 | |||||||||
| 10.88† | 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 | |||||||||
| 10.89† | 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 | |||||||||
| 10.90† | 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 | |||||||||
| 10.91† | 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 | |||||||||
| 10.92† | 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 | |||||||||
| 10.93† | 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 | |||||||||
| 10.94† | 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 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.95 | 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 | |||||||||
| 10.96 | 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 | |||||||||
| 10.97† | 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 | |||||||||
| 10.98 | Letter Agreement, dated May 3, 2016, between Quintiles Transnational Holdings Inc. and Dennis B. Gillings, CBE. | 8-K | 001-35907 | 10.5 | May 3, 2016 | |||||||||
| 10.99† | Letter Agreement, dated October 14, 2015, between Michael McDonnell and Quintiles Transnational Corp. | 8-K | 001-35907 | 10.3 | October 19, 2015 | |||||||||
| 10.100† | Initial Award Agreement Awarding Restricted Stock Units to Michael McDonnell under the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan. | 10-K | 001-35907 | 10.29 | February 11, 2016 | |||||||||
| 10.101 | Letter agreement between the Company and Michael R. McDonnell effective on October 3, 2016. | 8-K | 001-35907 | 10.1 | October 3, 2016 | |||||||||
| 10.102† | 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 | |||||||||
| 10.103 | Letter agreement between the Company and James H. Erlinger III effective on October 3, 2016. | 8-K | 001-35907 | 10.2 | October 3, 2016 | |||||||||
| 10.104 | Letter Agreement between the Company and W. Richard Staub, III, effective on December 1, 2016. | X | ||||||||||||
| 10.105† | Executive Employment Agreement, effective April 30, 2012, between Thomas H. Pike and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.36 | February 15, 2013 | |||||||||
| 10.106† | Subscription Agreement, effective May 31, 2012, between Thomas H. Pike and Quintiles Transnational Holdings Inc. | S-1 | 333-186708 | 10.37 | February 15, 2013 | |||||||||
| 10.107† | 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 | |||||||||
| 10.108† | 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 | |||||||||
| 10.109† | First Amendment, dated May 3, 2016, to Executive Employment Agreement, dated April 12, 2012, between Thomas H. Pike and Quintiles Transnational Corp. | 8-K | 001-35907 | 10.7 | May 3, 2016 | |||||||||
| 10.110 | Second Amendment to Executive Employment Agreement, dated November 29, 2016, by and among Mr. Pike, Quintiles, Inc., and Quintiles IMS Holdings, Inc. | 8-K | 001-35907 | 10.1 | November 30, 2016 | |||||||||
| 10.111† | Executive Employment Agreement, effective July 30, 2010, between Kevin K. Gordon and Quintiles Transnational Corp. | S-1 | 333-186708 | 10.40 | February 15, 2013 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | File No. | Exhibit | Filing Date | ||||||||
| 10.112† | 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 | |||||||||
| 10.113† | 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 | |||||||||
| 21.1 | List of Subsidiaries of Quintiles IMS 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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| * | The Merger Agreement and the description thereof included herein have been included to provide investors and stockholders with information regarding the terms of the agreement. They are not intended to provide any other factual information about Quintiles or IMS Health or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quintiles or IMS Health. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Quintiles or IMS Health and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the United States Securities and Exchange Commission. |
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