UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to             .

Commission File Number: 001-35907

 

QUINTILES IMS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

27-1341991

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

4820 Emperor Blvd., Durham, North Carolina 27703

and

83 Wooster Heights Road, Danbury, Connecticut 06810

(Address of principal executive offices and Zip Code)

(919) 998-2000 and (203) 448-4600

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes       No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

Emerging growth company    

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

 

 

 

 

Class

 

Number of Shares Outstanding

Common Stock $0.01 par value

 

220,040,694 shares outstanding as of May 3, 2017

 

 

 

 

 


QUINTILES IMS HOLDINGS, INC.

FORM 10-Q

TABLE OF CONTENTS

 

 

Page

PART I—FINANCIAL INFORMATION

3

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

3

 

 

 

 

 

 

Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and 2016

3

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016

4

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016

5

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016

6

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

29

 

 

 

 

Item 4.

 

Controls and Procedures

30

 

 

 

 

 

 

PART II—OTHER INFORMATION

31

 

 

 

 

Item 1.

 

Legal Proceedings

31

 

 

 

 

Item 1A.

 

Risk Factors

31

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

31

 

 

 

 

Item 5.

 

Other Information

32

 

 

 

 

Item 6.

 

Exhibits

32

 

 

SIGNATURES

33

 

 

EXHIBIT INDEX

34

 

 

2


P ART I—FINANCIAL INFORMATION

Item 1. Financial Statements

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

 

 

Three Months Ended March 31,

 

(in millions, except per share data)

 

2017

 

 

2016

 

Revenues

 

$

1,911

 

 

$

1,108

 

Reimbursed expenses

 

 

411

 

 

 

382

 

Total revenues

 

 

2,322

 

 

 

1,490

 

Costs of revenue, exclusive of depreciation and amortization

 

 

1,112

 

 

 

694

 

Costs of revenue, reimbursed expenses

 

 

411

 

 

 

382

 

Selling, general and administrative expenses

 

 

380

 

 

 

200

 

Depreciation and amortization

 

 

232

 

 

 

32

 

Restructuring costs

 

 

19

 

 

 

3

 

Income from operations

 

 

168

 

 

 

179

 

Interest income

 

 

(2

)

 

 

(1

)

Interest expense

 

 

75

 

 

 

26

 

Loss on extinguishment of debt

 

 

3

 

 

 

 

Other expense, net

 

 

3

 

 

 

5

 

Income before income taxes and equity in (losses) earnings of unconsolidated affiliates

 

 

89

 

 

 

149

 

Income tax expense

 

 

12

 

 

 

43

 

Income before equity in (losses) earnings of unconsolidated affiliates

 

 

77

 

 

 

106

 

Equity in (losses) earnings of unconsolidated affiliates

 

 

(1

)

 

 

3

 

Net income

 

 

76

 

 

 

109

 

Net income attributable to non-controlling interests

 

 

(2

)

 

 

(2

)

Net income attributable to Quintiles IMS Holdings, Inc.

 

$

74

 

 

$

107

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

 

 

Basic

 

$

0.32

 

 

$

0.89

 

Diluted

 

$

0.31

 

 

$

0.88

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

230.1

 

 

 

119.4

 

Diluted

 

 

234.9

 

 

 

121.4

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


 

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Net income

 

$

76

 

 

$

109

 

Comprehensive income adjustments:

 

 

 

 

 

 

 

 

Unrealized (losses) gains on derivative instruments, net of income taxes of $1 and ($4)

 

 

1

 

 

 

(9

)

Foreign currency translation, net of income taxes of ($1) and ($1)

 

 

122

 

 

 

8

 

Reclassification adjustments:

 

 

 

 

 

 

 

 

Losses on derivative instruments included in net income, net of income taxes of $ and $2

 

 

2

 

 

 

4

 

Comprehensive income

 

 

201

 

 

 

112

 

Comprehensive (income) loss attributable to non-controlling interests

 

 

(1

)

 

 

Comprehensive income attributable to Quintiles IMS Holdings, Inc.

 

$

200

 

 

$

112

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


 

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31, 2017

 

 

December 31,

2016

 

(in millions, except per share data)

 

(unaudited)

 

 

(Note 1)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

862

 

 

$

1,198

 

Trade accounts receivable and unbilled services, net

 

 

1,779

 

 

 

1,707

 

Prepaid expenses

 

 

134

 

 

 

123

 

Income taxes receivable

 

 

28

 

 

 

34

 

Investments in debt, equity and other securities

 

 

43

 

 

 

40

 

Other current assets and receivables

 

 

271

 

 

 

235

 

Total current assets

 

 

3,117

 

 

 

3,337

 

Property and equipment, net

 

 

410

 

 

 

406

 

Investments in debt, equity and other securities

 

 

7

 

 

 

13

 

Investments in unconsolidated affiliates

 

 

65

 

 

 

69

 

Goodwill

 

 

10,915

 

 

 

10,727

 

Other identifiable intangibles, net

 

 

6,398

 

 

 

6,390

 

Deferred income taxes

 

 

92

 

 

 

89

 

Deposits and other assets

 

 

179

 

 

 

177

 

Total assets

 

$

21,183

 

 

$

21,208

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

1,627

 

 

$

1,743

 

Unearned income

 

 

791

 

 

 

774

 

Income taxes payable

 

 

75

 

 

 

76

 

Current portion of long-term debt and obligations held under capital leases

 

 

91

 

 

 

92

 

Other current liabilities

 

 

12

 

 

 

20

 

Total current liabilities

 

 

2,596

 

 

 

2,705

 

Long-term debt and obligations held under capital leases, less current portion

 

 

8,254

 

 

 

7,108

 

Deferred income taxes

 

 

2,140

 

 

 

2,133

 

Other liabilities

 

 

393

 

 

 

402

 

Total liabilities

 

 

13,383

 

 

 

12,348

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock and additional paid-in capital, 400.0 shares authorized at March 31, 2017 and December 31, 2016, $0.01 par value, 249.5 and 248.3 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively

 

 

10,656

 

 

 

10,602

 

Accumulated deficit

 

 

(325

)

 

 

(399

)

Treasury stock, at cost, 29.8 and 12.9 shares at March 31, 2017 and December 31, 2016, respectively

 

 

(2,316

)

 

 

(1,000

)

Accumulated other comprehensive loss

 

 

(444

)

 

 

(570

)

Equity attributable to Quintiles IMS Holdings, Inc.’s stockholders

 

 

7,571

 

 

 

8,633

 

Non-controlling interests

 

 

229

 

 

 

227

 

Total stockholders’ equity

 

 

7,800

 

 

 

8,860

 

Total liabilities and stockholders’ equity

 

$

21,183

 

 

$

21,208

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


 

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

76

 

 

$

109

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

232

 

 

 

32

 

Amortization of debt issuance costs and discount

 

 

2

 

 

 

2

 

Amortization of accumulated other comprehensive loss on

terminated interest rate swaps

 

 

3

 

 

 

3

 

Stock-based compensation

 

 

26

 

 

 

9

 

Loss from unconsolidated affiliates

 

 

11

 

 

 

2

 

(Benefit from) provision for deferred income taxes

 

 

(64

)

 

 

5

 

Excess income tax benefits from stock-based award activities

 

 

 

 

 

(3

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Change in accounts receivable, unbilled services and unearned income

 

 

(43

)

 

 

23

 

Change in other operating assets and liabilities

 

 

(187

)

 

 

(70

)

Net cash provided by operating activities

 

 

56

 

 

 

112

 

Investing activities:

 

 

 

 

 

 

 

 

Acquisition of property, equipment and software

 

 

(78

)

 

 

(26

)

Acquisition of businesses, net of cash acquired

 

 

(150

)

 

 

 

Purchase of trading securities

 

 

(1

)

 

 

(37

)

Proceeds from corporate owned life insurance policies

 

 

 

 

 

21

 

Investments in unconsolidated affiliates, net of payments received

 

 

(1

)

 

 

(2

)

Other

 

 

(10

)

 

 

1

 

Net cash used in investing activities

 

 

(240

)

 

 

(43

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

3,998

 

 

 

Payment of debt issuance costs

 

 

(18

)

 

 

Repayment of debt and principal payments on capital lease obligations

 

 

(2,491

)

 

 

(12

)

Proceeds from revolving credit facility

 

 

490

 

 

 

 

Repayment of revolving credit facility

 

 

(865

)

 

 

 

Stock issued under employee stock purchase and option plans

 

 

29

 

 

 

5

 

Repurchase of common stock

 

 

(1,316

)

 

 

Distributions to non-controlling interest

 

 

(3

)

 

 

 

Excess income tax benefits from stock-based award activities

 

 

 

 

 

2

 

Net cash used in financing activities

 

 

(176

)

 

 

(5

)

Effect of foreign currency exchange rate changes on cash

 

 

24

 

 

 

12

 

(Decrease) increase in cash and cash equivalents

 

 

(336

)

 

 

76

 

Cash and cash equivalents at beginning of period

 

 

1,198

 

 

 

977

 

Cash and cash equivalents at end of period

 

$

862

 

 

$

1,053

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


 

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Summary of Significant Accounting Policies

The Company

Conducting business in more than 100 countries with over 50,000 employees, Quintiles IMS Holdings, Inc. (together with its subsidiaries (the “Company” or “QuintilesIMS”) is a leading worldwide integrated information and technology-enabled healthcare service provider worldwide, dedicated to helping its clients improve their clinical, scientific and commercial results.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by GAAP.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation, including the reclassification of depreciation and amortization from costs of revenue and selling, general and administrative expenses to a separate caption on the accompanying condensed consolidated statements of income. These changes had no effect on previously reported total revenues, net income, comprehensive income, stockholders’ equity or cash flows.

Income Taxes

Income tax expense includes United States federal, state and international income taxes. Certain items of income and expense are not reported in income tax returns and financial statements in the same year. The income tax effects of these differences are reported as deferred income taxes. Valuation allowances are provided to reduce the related deferred income tax assets to an amount which will, more likely than not, be realized. In addition, the Company does not consider the historical undistributed foreign earnings of most of its foreign subsidiaries to be indefinitely reinvested. The Company does consider the majority of its current year undistributed foreign earnings to be indefinitely reinvested. To the extent undistributed foreign earnings are not indefinitely reinvested, the Company records deferred income taxes on these earnings. Interest and penalties related to unrecognized income tax benefits are recognized as a component of income tax expense.

Recently Issued Accounting Standards

Accounting pronouncement adopted

In March 2016, the United States Financial Accounting Standards Board (“FASB”) issued new accounting guidance which simplifies several aspects of the accounting for employee stock-based compensation transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and the classification of excess income tax benefits on the statement of cash flows. The Company adopted this new accounting guidance prospectively on January 1, 2017. Under the new accounting guidance, excess income tax benefits related to stock-based awards are reflected as a reduction of income tax expense on the statements of income and as cash provided from operating activities on the statements of cash flows. In the prior periods, these tax benefits were reflected directly in additional paid in capital and as cash provided from financing activities. The adoption of this new accounting guidance did not impact the Company’s recognition of its stock-based compensation expense or its presentation of cash flows related to employee taxes paid for withheld shares.

7


Accounting pronouncements being evaluated

In March 2017, the FASB issued new accounting guidance which requires the service cost component of net periodic benefit cost be presented in the same income statement line item as other employee compensation costs, and requires that the other components of net periodic benefit expense be recognized in the non-operating section of the income statement. In addition, only the service cost component of net periodic benefit expense is eligible for capitalization when applicable.  The new accounting guidance will be effective for the Company on January 1, 2018. The Company is currently evaluating the impact of this new accounting guidance on its consolidated financial statements.

In January 2017, the FASB issued new accounting guidance that changes the definition of a business to clarify when a set of assets does not constitute a business. Under the new definition, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets is generally not a business. The new accounting guidance will be effective for the Company on January 1, 2018. The adoption of this new accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued new accounting guidance which eliminates the diversity in practice related to the cash flow classification of certain cash receipts and payments including debt prepayment or extinguishment payments, payments upon maturity of a zero coupon bond, payment of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions received from certain equity method investees, and cash flows related to beneficial interests obtained in a financial asset securitization. The new guidance designates the appropriate cash flow statement classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. This new accounting guidance will be effective for the Company on January 1, 2018. Early adoption is permitted. The Company is currently evaluating the impact of this new accounting guidance on its consolidated financial statements.

In February 2016, the FASB issued new accounting guidance which requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. The income statement will reflect lease expense for operating leases, and amortization and interest expense for financing leases. The new accounting guidance will be effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of this new accounting guidance on its consolidated financial statements.

In January 2016, the FASB issued new accounting guidance which modifies how entities measure equity investments and present changes in the fair value of financial liabilities. The new accounting guidance will be effective for annual reporting periods beginning after December 15, 2017. Early adoption of the presentation guidance is permitted; however, early adoption of the recognition and measurement guidance is not permitted. The adoption of this new accounting guidance is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board issued a converged standard on the recognition of revenue from contracts with clients. The objective of the new standard is to establish a single comprehensive revenue recognition model that is designed to create greater comparability of financial statements across industries and jurisdictions. Under the new standard, companies will recognize revenue to depict the transfer of goods or services to clients in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The Company has concluded that the majority of the clinical trial arrangements in its Research & Development Solutions segment will represent a single performance obligation.  The Company expects to account for revenue for this single performance obligation over time using project cost as an input method to measure progress.  Our arrangements in the Commercial Solutions and Integrated Engagement Services segments are generally multiple element arrangements under which current rules require the deferral of revenue when payment on a delivered unit of accounting is contingent on performing on a future unit of accounting.  We currently anticipate that under the new standard these arrangements will consist of multiple performance obligations and that such deferral of revenue will in some cases be lower (or zero) when management determines that it is probable that performance on the future performance obligation will occur. The new standard will require expanded disclosures on revenue recognition, including information about changes in assets and liabilities that result from contracts with clients. The new standard allows for either a retrospective or prospective approach to transition upon adoption. The new standard will be effective for annual reporting periods beginning after December 15, 2017. The Company will adopt the new standard on January 1, 2018. The Company is still evaluating the impact of this new standard as well as the transition approach that will be used upon adoption .

8


2. E mployee Stock Compensation

Stock Incentive Plans

The Company granted the following number of stock-based awards:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Stock options

 

 

 

 

 

744,300

 

Stock appreciation rights - stock settled

 

 

1,864,191

 

 

 

Stock appreciation rights - cash settled

 

 

15,227

 

 

 

25,200

 

Restricted stock awards

 

 

254,582

 

 

 

Restricted stock units - stock settled

 

 

 

 

 

289,771

 

Restricted stock units - cash settled

 

 

3,715

 

 

 

 

Performance awards

 

 

76,374

 

 

 

 

Performance units

 

 

417,259

 

 

 

119,839

 

 

The Company had the following number of stock-based awards outstanding:

 

 

 

March 31, 2017

 

 

December 31, 2016

 

Stock options

 

 

6,442,613

 

 

 

7,251,339

 

Stock appreciation rights - stock settled

 

 

3,121,181

 

 

 

1,313,322

 

Stock appreciation rights - cash settled

 

 

453,353

 

 

 

479,176

 

Restricted stock awards

 

 

621,635

 

 

 

367,053

 

Restricted stock units - stock settled

 

 

1,572,633

 

 

 

1,720,817

 

Restricted stock units - cash settled

 

 

3,715

 

 

 

 

Performance awards

 

 

76,374

 

 

 

 

Performance units

 

 

414,978

 

 

 

 

The Company used the following assumptions when estimating the value of the stock-based compensation for stock options and stock appreciation rights issued as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2017

 

 

2016

 

Expected volatility

 

23 – 25%

 

 

26 – 30%

 

Weighted average expected volatility

 

 

24%

 

 

 

28%

 

Expected dividends

 

 

0.0%

 

 

 

0.0%

 

Expected term (in years)

 

3.9 – 6.9

 

 

3.6 – 6.6

 

Risk-free interest rate

 

1.68 – 2.21%

 

 

0.97 – 1.57%

 

 

The Company’s employee stock purchase plan was discontinued effective December 31, 2016. The Company recognized stock-based compensation expense of $26 million and $9 million during the three months ended March 31, 2017 and 2016, respectively.

3. Concentration of Credit Risk

No client accounted for 10% or more of consolidated revenues for the three months ended March 31, 2017 or 2016.

4. Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services consist of the following:

 

(in millions)

 

March 31, 2017

 

 

December 31, 2016

 

Trade:

 

 

 

 

 

 

 

 

Billed

 

$

1,027

 

 

$

998

 

Unbilled services

 

 

765

 

 

 

723

 

 

 

 

1,792

 

 

 

1,721

 

Allowance for doubtful accounts

 

 

(13

)

 

 

(14

)

 

 

$

1,779

 

 

$

1,707

 

 

9


5.  Investments – Debt, Equity and Other Securities

The Company’s short-term investments in debt, equity and other securities consist primarily of trading investments in mutual funds and are measured at fair value with realized and unrealized gains and losses recorded in other expense (income), net on the accompanying condensed consolidated statements of income.

6. Variable Interest Entities

As of March 31, 2017, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated maximum exposure to loss were as follows:

 

(in millions)

 

Investments in Unconsolidated VIEs

 

 

Maximum Exposure to Loss

 

NovaQuest Pharma Opportunities Fund III, L.P.

 

$

33

 

 

$

41

 

NovaQuest Pharma Opportunities Fund IV, L.P.

 

 

5

 

 

 

16

 

 

 

$

38

 

 

$

57

 

 

The Company’s maximum exposure to loss on Fund III and Fund IV (collectively, the “Funds”) is limited to its investments and remaining funding commitments.

The Company has determined that the Funds are VIEs but that the Company is not the primary beneficiary as it does not have a controlling financial interest in either of the Funds. However, because the Company has determined that it has the ability to exercise significant influence, it accounts for its investments in the Funds under the equity method of accounting and records its pro rata share of the Funds’ earnings and losses in equity in (losses) earnings of unconsolidated affiliates on the accompanying condensed consolidated statements of income. The investment assets of unconsolidated VIEs are included in investments in and advances to unconsolidated affiliates on the accompanying condensed consolidated balance sheets.

7. Goodwill and Identifiable Intangible Assets

The following is a summary of goodwill by segment for the three months ended March 31, 2017:

 

 

 

 

 

 

 

Research &

 

 

Integrated

 

 

 

 

 

 

 

Commercial

 

 

Development

 

 

Engagement

 

 

 

 

 

(in millions)

 

Solutions

 

 

Solutions

 

 

Services

 

 

Consolidated

 

Balance as of December 31, 2016

 

$

9,415

 

 

$

1,196

 

 

$

116

 

 

$

10,727

 

Business combinations

 

 

92

 

 

 

 

 

 

 

 

 

92

 

Impact of foreign currency fluctuations and other

 

 

91

 

 

 

4

 

 

 

1

 

 

 

96

 

Balance as of March 31, 2017

 

$

9,598

 

 

$

1,200

 

 

$

117

 

 

$

10,915

 

 

8. Derivatives

Foreign Exchange Risk Management

As of March 31, 2017, the Company held foreign currency forward contracts to minimize the impact of foreign exchange movements on non-functional currency assets and liabilities (“Balance Sheet Hedging”) to (i) hedge certain forecasted foreign exchange cash flows arising from service contracts (“Service Contract Hedging”) and (ii) hedge non-United States Dollar anticipated intercompany royalties (“Royalty Hedging”). It is the Company’s policy to enter into foreign currency transactions only to the extent necessary to reduce earnings and cash flow volatility associated with foreign exchange rate movements. The Company does not enter into foreign currency transactions for investment or speculative purposes.

Balance Sheet Hedging contracts (notional value of $171 million at March 31, 2017) entered into for balance sheet risk management purposes are not designated as hedges and are carried at fair value with changes in the fair value recorded to other expense (income), net in the accompanying condensed consolidated statements of income. These contracts do not subject the Company to material balance sheet risk because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged.

10


As of March 31, 2017, the Company had 61 open Service Contract Hedging and Royalty Hedging contracts to hedge certain forecasted foreign curre ncy cash flow transactions occurring in 2017 and 2018 with notional amounts totaling $308 million. For accounting purposes these hedges are deemed to be highly effective. As of March 31, 2017 and December 31, 2016, the Company had recorded gross unrealized gains (losses) of $7 million and ($3) million and $11 million and ($9) million, respectively, related to these contracts. Upon expiration of the hedge instruments in 2017 and 2018, the Company will reclassify the unrealized holding gains and losses on the derivative instruments included in AOCI into earnings. The unrealized gains (losses) are included in other current assets and liabilities on the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016.

 

Interest Rate Risk Management

The Company purchases interest rate caps and has entered into interest rate swap agreements for purposes of managing its exposure to interest rate fluctuations.

On June 9, 2011, the Company entered into six interest rate swaps which expired between September 30, 2013 and March 31, 2016, in an effort to limit its exposure to changes in the variable interest rate on its senior secured credit facilities. During May 2015, the Company terminated the remaining open interest rate swaps for a cash payment to the counterparty of $12 million, which included $1 million of accrued interest. Since the hedged forecasted cash transactions continued to be probable of occurring, the accumulated loss ($3 million at December 31, 2015) related to the terminated interest rate swaps in AOCI was reclassified to earnings as a component of interest expense in the same periods as the hedged forecasted transactions occurred over the first three months of 2016.

The Company, through its merger with IMS Health, has United States Dollar denominated interest rate caps (the “2014 Caps”) with a total notional value of $700 million at strike prices ranging between 2% and 3% in an effort to limit its exposure to changes in the variable interest rate on its senior secured credit facilities. The 2014 Caps commenced at various times between April 2014 and April 2016 and expire at various times between April 2017 and April 2019.

The Company, through its merger with IMS Health, has United States Dollar and Euro denominated interest rate swap agreements (the “2014 USD Swaps” and “2014 EUR Swap”) to limit its exposure to changes in the variable interest rate on its senior secured credit facilities. The 2014 USD Swaps and 2014 EUR Swap began accruing interest between April and June 2014 and expire at various times from March 2017 through March 2021. On these agreements, the Company pays a fixed rate ranging from 1.4% to 2.1% and receives a variable rate of interest equal to the greater of three-month United States Dollar London Interbank Offered Rate (“LIBOR”) or three-month Euro Interbank Offered Rate (“EURIBOR”), and 1%.

On June 3, 2015, the Company entered into seven forward starting interest rate swaps (the “2015 Swaps”) in an effort to limit its exposure to changes in the variable interest rate on its senior secured credit facilities. Interest on the swaps began accruing on June 30, 2016, and the interest rate swaps expire at various times from March 2017 through March 2020. The Company pays a fixed rate ranging from 1.3% to 2.1% and receives a variable rate of interest equal to the three-month LIBOR on these agreements.

The critical terms of the 2014 USD Swaps and 2015 Swaps are substantially the same as the underlying borrowings. These interest rate swaps are being accounted for as cash flow hedges as these transactions were executed to hedge the Company’s interest payments and for accounting purposes these hedges are deemed to be highly effective. As such, the effective portion of the hedges is recorded as unrealized gains (losses) on derivatives included in AOCI and the ineffective portion of the hedges is recognized in earnings. The 2014 EUR Swap (notional value $310 million) ceased to be a highly effective hedge when the underlying debt was refinanced on March 7, 2017. As such, the Company discontinued hedge accounting on that date and prospective changes in the fair value of the 2014 EUR Swap are recognized in earnings. The fair value of these interest rate swaps represents the present value of the anticipated net payments the Company will make to the counterparty, which, when they occur, are reflected as interest expense on the consolidated statements of income. These interest rate swaps will result in a total debt mix of approximately 62% fixed rate debt and 38% variable rate debt, before the additional protection arising from the interest rate caps.

Net Investment Risk Management

Subsequent to the merger with IMS Health, the Company has designated its foreign currency denominated debt as a hedge of its net investment in certain foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in the Euro exchange rate with respect to the United States Dollar. As of March 31, 2017, these borrowings (net of original issue discount) were €3,915 million ($4,182 million). The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt. Those amounts will be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments. The amount of foreign exchange losses related to the net investment hedge included in the cumulative translation adjustment component of AOCI for the three months ended March 31, 2017 was $48 million.

11


The fair values of the Company’s derivative instruments and the line items on the accompanying condensed co nsolidated balance sheets to which they were recorded are summarized in the following table:

 

 

 

 

 

March 31, 2017

 

 

December 31, 2016

 

(in millions)

 

Balance Sheet Classification

 

Assets

 

 

Liabilities

 

 

Notional

 

 

Assets

 

 

Liabilities

 

 

Notional

 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts

 

Other current assets and liabilities

 

$

7

 

 

$

3

 

 

$

308

 

 

$

11

 

 

$

9

 

 

$

300

 

Interest rate swaps

 

Other liabilities

 

 

 

 

 

5

 

 

 

520

 

 

 

 

 

 

15

 

 

 

945

 

Interest rate caps

 

Deposits and other assets

 

 

1

 

 

 

 

 

 

700

 

 

 

1

 

 

 

 

 

 

1,000

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts

 

Other current liabilities

 

 

1

 

 

 

 

 

 

171

 

 

 

 

 

 

1

 

 

 

189

 

Interest rate swaps

 

Other liabilities

 

 

 

 

 

7

 

 

 

310

 

 

 

 

 

 

 

 

 

 

Total derivatives

 

 

 

$

9

 

 

$

15

 

 

 

 

 

 

$

12

 

 

$

25

 

 

 

 

 

 

The effect of the Company’s cash flow hedging instruments on other comprehensive (loss) income is summarized in the following table:

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Foreign exchange forward contracts

 

$

(1

)

 

$

1

 

Interest rate swaps

 

 

3

 

 

 

6

 

Total

 

$

2

 

 

$

7

 

 

9. Fair Value Measurements

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values at March 31, 2017 and December 31, 2016 due to their short-term nature. At March 31, 2017 and December 31, 2016, the fair value of total debt approximated $8,395 million and $7,298 million, respectively, as determined under Level 2 measurements based on quoted prices for these financial instruments.

12


Recurring Fair Value Measur ements

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of March 31, 2017:

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading securities

 

$

43

 

 

$

 

 

$

 

 

$

43

 

Derivatives

 

 

 

 

 

9

 

 

 

 

 

9

 

Total

 

$

43

 

 

$

9

 

 

$

 

 

$

52

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

 

 

$

15

 

 

$

 

 

$

15

 

Contingent consideration

 

 

 

 

 

 

18

 

 

 

18

 

Total

 

$

 

 

$

15

 

 

$

18

 

 

$

33

 

 

Below is a summary of the valuation techniques used in determining fair value:

Marketable securities  — The Company values trading and available-for-sale securities using the quoted market value of the securities held.

Derivatives  — Derivatives consist of foreign exchange contracts and interest rate caps and swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable inputs. The fair value of the interest rate caps and swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread.

Contingent consideration — The Company values contingent consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the three months ended March 31:

 

 

 

Contingent Consideration –

Accounts Payable and Accrued

Expenses

 

(in millions)

 

2017

 

 

2016

 

Balance as of January 1

 

$

18

 

 

$

4

 

Business combinations

 

 

 

 

 

 

Contingent consideration paid

 

 

 

 

 

 

Revaluations included in earnings and foreign currency translation adjustments

 

 

 

 

 

 

Balance as of March 31

 

$

18

 

 

$

4

 

 

Revaluations of the contingent consideration are recognized in other expense (income), net on the accompanying condensed consolidated statements of income.

Non-recurring Fair Value Measurements

Certain assets are carried on the accompanying condensed consolidated balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include cost and equity method investments that are written down to fair value for declines which are deemed to be other-than-temporary, and goodwill and identifiable intangible assets which are tested for impairment annually and when a triggering event occurs.

As of March 31, 2017, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled approximately $17,385 million and were identified as Level 3. These assets are comprised of cost and equity method investments of $72 million, goodwill of $10,915 million and other identifiable intangibles, net of $6,398 million.

13


10. Credit Arrangements

The following is a summary of the Company’s revolving credit facilities at March 31, 2017:

 

Facility

 

Interest Rates

$1,000 million (revolving credit facility)

 

LIBOR in the relevant currency borrowed plus a margin (margin of 2.00% at March 31, 2017)

$25 million (receivables financing facility)

 

United States LIBOR plus a margin of 0.85% at March 31, 2017 depending upon the Company’s debt rating

£10 million (approximately $12 million) general banking facility with a European headquartered bank

 

Bank’s base rate (0.25% at March 31, 2017) plus 1%

The following table summarizes the Company’s debt at the dates indicated:

 

(in millions)

 

March 31, 2017

 

 

December 31, 2016

 

Senior Secured Credit Facilities:

 

 

 

 

 

 

 

 

Senior Secured Term A Loan due 2021—U.S. Dollar LIBOR at average floating rates of 3.15%

 

$

878

 

 

$

888

 

Senior Secured Term A Loan due 2021—Euro LIBOR at average floating rates of 2.00%

 

 

420

 

 

 

419

 

Senior Secured Term B Loan due 2024—U.S. Dollar LIBOR at average floating rates of 3.05%

 

 

1,197

 

 

 

 

Senior Secured Term B Loan due 2024—Euro LIBOR at average floating rates of 2.75%

 

 

1,279

 

 

 

 

Senior Secured Term B Loan due 2021—U.S. Dollar LIBOR at average floating rates of 3.50%

 

 

 

 

 

1,700

 

Senior Secured Term B Loan due 2021—Euro LIBOR at average floating rates of 3.75%

 

 

 

 

 

765

 

Revolving Credit Facility due 2021:

 

 

 

 

 

 

 

 

U.S. Dollar denominated borrowings U.S. Dollar LIBOR at average floating rates of 2.73%

 

 

 

 

 

375

 

5.0% Senior Notes due 2026 U.S. Dollar denominated

 

 

1,050

 

 

 

1,050

 

3.25% Senior Notes due 2025 Euro denominated

 

 

1,522

 

 

 

 

3.5% Senior Notes due 2024 Euro denominated

 

 

668

 

 

 

658

 

4.125% Senior Notes due 2023 Euro denominated

 

 

294

 

 

 

289

 

4.875% Senior Notes due 2023—U.S. Dollar denominated

 

 

800

 

 

 

800

 

Receivables financing facility due 2018—U.S. Dollar LIBOR at average floating rate of 1.83%

 

 

275

 

 

 

275

 

Principal amount of debt

 

 

8,383

 

 

 

7,219

 

Less: unamortized discount

 

 

(31

)

 

 

(12

)

Less: unamortized debt issuance costs

 

 

(7

)

 

 

(7

)

Less: current portion

 

 

(91

)

 

 

(92

)

Long-term debt

 

$

8,254

 

 

$

7,108

 

Contractual maturities of long-term debt are as follows at March 31, 2017:

(in millions)

 

 

 

 

 

 

Remainder of 2017

 

 

 

$

69

 

2018

 

 

 

 

366

 

2019

 

 

 

 

91

 

2020

 

 

 

 

91

 

2021

 

 

 

 

1,073

 

Thereafter

 

 

 

 

6,693

 

 

 

 

 

$

8,383

 

14


At March 31, 2017, there were bank guarantees totaling approximately £5 million (approximately $6 million) issued against the availability of the general banking facility.

During the first quarter of 2017, the Company borrowed and repaid $490 million and $865 million, respectively, under its revolving credit facilities.

Senior Secured Facilities

At March 31, 2017, the Company’s senior credit facility provided financing of up to approximately $4,774 million, which consisted of $3,774 principal amount of debt outstanding (as detailed in the table above) and a $1,000 million revolving credit facility that expires in 2021.

On March 7, 2017, the Company refinanced all of its term B loans due 2021—U.S. dollar denominated (approximately $1,700 million) and its term B loans due 2021—Euro denominated (approximately $765 million) with an extended and repriced term B loan facility due in 2024 for an aggregate principal amount of approximately $2,465 million comprised of $1,200 million U.S. dollar denominated term B loans and €1,200 million ($1,279 million) Euro denominated term B loans. The U.S. dollar denominated term B loans will bear interest based on the U.S. Dollar LIBOR with a floor of 0.75%, plus a margin of 2.00% for an all-in interest rate of 3.05% as of March 31, 2017. The Euro denominated term B loans will bear interest based on the Euro LIBOR with a floor of 0.75%, plus a margin of 2.00% for an all-in interest rate of 2.75% as of March 31, 2017. In connection with this refinancing, the Company recognized a $3 million loss on extinguishment of debt, which included fees and related expenses.

Senior Notes

On February 28, 2017, the Company issued €1,425 million ($1,522 million) aggregate principal amount of 3.25% senior notes due 2025 (the “2017 Notes”). The 2017 Notes, which are unsecured obligations of the Company, will mature on March 15, 2025 and will bear interest at the rate of 3.25% per year. Interest on the 2017 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2017. The 2017 Notes may be redeemed prior to their final stated maturity, subject to a customary make-whole premium at any time prior to March 15, 2020 (subject to a certain customary “equity claw” redemption right) and thereafter subject to annually declining redemption premiums at any time prior to March 15, 2022. During March 2017, the proceeds of the 2017 Notes were used to pay fees and expenses related to the notes offering and the refinancing referenced above for other general corporate purposes, including the repurchase of common stock from the Company’s stockholders.

Restrictive Covenants

The Company’s debt agreements provide for certain covenants and events of default customary for similar instruments, including a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the Credit Agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and term loans, other actions permitted to be taken by a secured creditor. Our long-term debt arrangements contain usual and customary restrictive covenants that, among other things, place limitations on our ability to declare dividends. At March 31, 2017, the Company was in compliance with the financial covenants under its financing arrangements.

11. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1.0 million shares of preferred stock, $0.01 per share par value. No shares of preferred stock were issued and outstanding as of March 31, 2017 or December 31, 2016.

Equity Repurchase Program

On February 14, 2017, the Board increased the stock repurchase authorization under a previously approved equity repurchase program (the “Repurchase Program”) by $1 billion, which increased the total amount that has been authorized under the Repurchase Program to $3.225 billion since the plan’s inception in October 2013. The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock or vested in-the-money employee stock options, and it could be modified, extended, suspended or discontinued at any time.

15


During the three months ended March 31, 2017, th e Company repurchased 16,827,826 shares of its common stock under the Repurchase Program at an average market price per share of $78.21 for an aggregate purchase price of approximately $1.3 billion. Those repurchases include amounts repurchased pursuant to a share repurchase agreement dated February 23, 2017 with certain of the Company’s principal shareholders under the Repurchase Program. Pursuant to that agreement, the Company purchased an aggregate of 9,677,420 shares of the Company’s common stock in a p rivate transaction for an aggregate purchase price of approximately $750 million. The transaction was consummated on February 28, 2017. From the plan’s inception in October 2013 through March 31, 2017, the Company has repurchased a total of $2,994 million of its securities under the Repurchase Program, consisting of $59 million of stock options and $2,935 million of common stock. As of March 31, 2017, the Company has remaining authorization to repurchase up to $231 million of its common stock under the Repu rchase Program. In addition, from time to time, the Company has repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

Non-controlling Interests

In July 2015, the Company contributed businesses to a joint venture with Quest Diagnostics Incorporated (“Quest”) that was recorded at book value (carryover basis) because the Company owns 60% of the joint venture and maintains control of these businesses. As a result, Quest’s non-controlling interest in the joint venture, referred to as Q 2 Solutions, is equal to 40%. Quest’s non-controlling interest was $229 million at March 31, 2017.

12. Business Combinations

IMS Health

On October 3, 2016, Quintiles Transnational Holdings Inc. (“Quintiles”) completed the merger of equals transaction with IMS Health Holdings, Inc. (“IMS Health”) (the “Merger”). Pursuant to the terms of the merger agreement dated as of May 3, 2016 between Quintiles and IMS Health, IMS Health was merged with and into Quintiles, and the separate corporate existence of IMS Health ceased, with Quintiles continuing as the surviving corporation. The Merger was accounted for as a business combination with Quintiles considered the accounting and the legal acquirer. Immediately prior to the completion of the Merger, Quintiles reincorporated as a Delaware corporation. The surviving corporation changed its name to Quintiles IMS Holdings, Inc. At the effective time of the Merger, IMS Health common stock was automatically converted into 0.3840 of a share of the Company’s common stock. The merger consideration was approximately $10.4 billion (based on the closing price of the Company’s common stock on October 3, 2016), and consisted of the fair value of the Company’s common stock issued (approximately 126.6 million shares) in exchange for the IMS Health common stock as well as the fair value of the vested portion of the converted IMS Health equity awards. In connection with the IMS Health acquisition, the Company recorded goodwill, primarily attributable to the assembled workforce of IMS Health and the expected synergies, which was assigned to the Commercial Solutions segment ($9,688 million), the Research & Development Solutions segment ($533 million) and the Integrated Engagement Services segment ($67 million). The goodwill is not deductible for income tax purposes. The Company’s assessment of fair value and the purchase price allocation are preliminary and subject to change upon completion. Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the acquisition date).

Unaudited Pro Forma Information

The following unaudited pro forma information presents the financial results as if the acquisition of IMS Health had occurred on January 1, 2015, with pro forma adjustments to give effect to (i) an increase in depreciation and amortization expense for fair value adjustments of property, plant and equipment and intangible assets, (ii) an increase in stock-based compensation expense resulting from the exchange of the vested IMS Health equity awards for the Company’s equity awards, and (iii) the related income tax effects. The pro forma results do not include any anticipated cost synergies, costs or other effects of the planned integration of IMS Health. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred for the periods presented below had the IMS Health acquisition been completed on January 1, 2015, nor are they indicative of the future operating results of the Company.

16


The following table summarizes the pro forma results:

 

(in millions, except earnings per share)

 

 

 

Three Months Ended March 31, 2016

 

Revenues

 

 

 

$

1,881

 

Reimbursed expenses

 

 

 

 

382

 

Total revenues

 

 

 

$

2,263

 

Net income attributable to Quintiles IMS Holdings, Inc.

 

 

 

$

72

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

Basic

 

 

 

$

0.29

 

Diluted

 

 

 

$

0.29

 

Pro forma information is not presented for any other acquisitions as the aggregate operations of the acquired businesses were not significant to the overall operations of the Company.

The Company’s condensed consolidated statements of income for the three months ended March 31, 2017 included $788 million of revenues related to the IMS Health acquisition. Following the closing of the IMS Health acquisition, the Company began integrating IMS Health’s operations. As a result, computing a separate measure of IMS Health’s stand-alone profitability for periods after the acquisition date is impracticable.

Other Acquisitions

The Company also completed three immaterial acquisitions in the Commercial Solutions segment during the three months ended March 31, 2017. The purchase price allocations for some of these acquisitions will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocations are not expected to have a material impact on the Company’s results of operations or financial position. The condensed consolidated financial statements include the results of the acquisitions subsequent to their respective closing dates.

The following table provides certain financial information for these acquisitions, including the preliminary allocation of the purchase price to certain tangible and intangible assets acquired and goodwill:

 

 

 

 

Amortization

 

 

 

 

(in millions)

 

 

 

Period

 

2017

 

Total cost of acquisition, net of cash acquired

 

 

 

 

 

$

150

 

Acquisition-related costs

 

 

 

 

 

 

 

Amounts recorded in the Condensed Consolidated Balance Sheets:

 

 

 

 

 

 

 

 

Goodwill

 

 

 

 

 

 

92

 

Portion of goodwill deductible for income tax purposes

 

 

 

 

 

 

5

 

Intangible assets:

 

 

 

 

 

 

 

 

Client relationships

 

 

 

10-15 years

 

 

54

 

Non-compete agreements

 

 

 

5 years

 

 

2

 

Software

 

 

 

2 years

 

 

6

 

Trade names

 

 

 

9-17 years

 

 

3

 

Total intangible assets

 

 

 

 

 

$

65

 

 

13. Restructuring

 

The Company has taken restructuring actions in 2017, 2016 and 2015 to align its resources and reduce overcapacity to adapt to changing market conditions and integrate acquisitions. These actions include closing facilities, consolidating functional activities, eliminating redundant positions, and aligning resources with customer requirements. In 2016, the Company also assumed certain restructuring liabilities as a result of the Merger. Restructuring expense in the first quarter of 2017 consisted of severance and related costs of $18 million (comprised of approximately $10 million related to acquisition integration and $8 million related to cost reduction actions to adapt to changing market conditions) and $1 million of facility exit related costs. Actions taken in 2017 as well as those taken in 2016 (including those in connection with the Merger to reduce facility overcapacity and eliminate redundant roles) and 2015 are expected to continue into 2018.

17


The following amounts were recorded for the restructuring plans:

 

(in millions)

 

Severance and

Related Costs

 

 

Exit Costs

 

 

Total

 

Balance at December 31, 2016

 

$

99

 

 

$

3

 

 

$

102

 

Expense, net of reversals

 

 

18

 

 

 

1

 

 

 

19

 

Payments

 

 

(18

)

 

 

(3

)

 

 

(21

)

Foreign currency translation and other

 

 

(3

)

 

 

 

 

 

(3

)

Balance at March 31, 2017

 

$

96

 

 

$

1

 

 

$

97

 

 

The reversals were due to changes in estimates primarily resulting from the redeployment of staff and higher than expected voluntary terminations. Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management. The Company expects the majority of the restructuring accruals at March 31, 2017 will be paid in 2017 and 2018.

14. Income Taxes

The effective income tax rate was 13.5% and 28.6% in the first quarter of 2017 and 2016, respectively. The effective tax rate in the 2017 quarter was favorably impacted by a tax benefit of $64 million related to purchase accounting amortization due to the Merger of approximately $182 million.

The Company does not consider the historical undistributed foreign earnings of most of its foreign subsidiaries to be indefinitely reinvested.  The Company does consider the majority of its current year undistributed foreign earnings to be indefinitely reinvested.  To the extent undistributed foreign earnings are not indefinitely reinvested, the Company has recorded deferred income taxes on these earnings.

 

15. Employee Benefit Plans

Pension and Postretirement Benefit Plans

The following table summarizes the components of net periodic benefit cost for the Company’s pension benefits:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

 

 

 

Three Months Ended March 31,

 

(in millions)

 

 

 

 

 

2017

 

 

 

 

2016

 

Service cost

 

 

 

 

 

$

9

 

 

 

 

$

4

 

Interest cost

 

 

 

 

 

 

5

 

 

 

 

 

1

 

Expected return on plan assets

 

 

 

 

 

 

(9

)

 

 

 

 

(1

)

 

 

 

 

 

 

$

5

 

 

 

 

$

4

 

 

The above tables do not include the Company’s expense associated with providing certain executives with supplemental pension benefits as well as postretirement medical, dental and life insurance benefits in accordance with their individual employment arrangements. The Company’s net periodic expense related to these benefits for the three months ended March 31, 2017 was de minimis.

 

16. Comprehensive Income

Below is a summary of the components of AOCI:

 

(in millions)

 

Foreign

Currency

Translation

 

 

Marketable

Securities

 

 

Derivative

Instruments

 

 

Defined

Benefit

Plans

 

 

Income

Taxes

 

 

Total

 

Balance at December 31, 2016

 

$

(623

)

 

$

 

 

$

10

 

 

$

21

 

 

$

22

 

 

$

(570

)

Other comprehensive income before reclassifications

 

 

123

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

124

 

Reclassification adjustments

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

2

 

Balance at March 31, 2017

 

$

(500

)

 

$

 

 

$

12

 

 

$

21

 

 

$

23

 

 

$

(444

)

18


 

Below is a summary of the adjustments for (gains) losses reclassified from AOCI into the condensed consolidated statements of income and the affected financial statement line item:

 

 

 

Affected Financial Statement

 

Three Months Ended March 31,

 

(in millions)

 

Line Item

 

2017

 

 

2016

 

Derivative instruments:

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

Interest expense

 

$

 

 

$

3

 

Foreign exchange forward contracts

 

Revenues

 

 

5

 

 

 

3

 

Foreign exchange forward contracts

 

Other expense (income), net

 

 

(3

)

 

 

 

Total before income taxes

 

 

 

 

2

 

 

 

6

 

Income tax benefit

 

 

 

 

 

 

 

2

 

Total net of income taxes

 

 

 

$

2

 

 

$

4

 

 

17. Segments

The following table presents the Company’s operations by reportable segment. The Company is managed through three reportable segments, Commercial Solutions, Research & Development Solutions and Integrated Engagement Services. Commercial Solutions provides mission critical information, technology solutions and real-world insights and services to the Company’s life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clinical research and clinical trial related services. Integrated Engagement Services provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.

Certain costs are not allocated to the Company’s segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses for corporate overhead functions such as senior leadership, finance, human resources, information technology, facilities and legal. The Company does not allocate depreciation and amortization or restructuring costs to its segments. Revenues and costs for reimbursed expenses are not allocated to the Company’s segments. Asset information by segment is not presented, as this measure is not used by the chief operating decision maker to assess the Company’s performance. The Company’s reportable segment information is presented below:

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Revenues

 

 

 

 

 

 

 

 

Commercial Solutions

 

$

847

 

 

$

75

 

Research & Development Solutions

 

 

866

 

 

 

835

 

Integrated Engagement Services

 

 

198

 

 

 

198

 

Total revenues

 

 

1,911

 

 

 

1,108

 

Costs of revenue

 

 

 

 

 

 

 

 

Commercial Solutions

 

 

453

 

 

 

57

 

Research & Development Solutions

 

 

499

 

 

 

474

 

Integrated Engagement Services

 

 

160

 

 

 

163

 

Total costs of revenue

 

 

1,112

 

 

 

694

 

Selling, general and administrative expenses

 

 

 

 

 

 

 

 

Commercial Solutions

 

 

173

 

 

 

15

 

Research & Development Solutions

 

 

136

 

 

 

142

 

Integrated Engagement Services

 

 

19

 

 

 

20

 

General corporate and unallocated

 

 

52

 

 

 

23

 

Total selling, general and administrative expenses

 

 

380

 

 

 

200

 

Segment profit

 

 

 

 

 

 

 

 

Commercial Solutions

 

 

221

 

 

 

3

 

Research & Development Solutions

 

 

231

 

 

 

219

 

Integrated Engagement Services

 

 

19

 

 

 

15

 

Total segment profit

 

 

471

 

 

 

237

 

General corporate and unallocated

 

 

(52

)

 

 

(23

)

Depreciation and amortization

 

 

(232

)

 

 

(32

)

Restructuring costs

 

 

(19

)

 

 

(3

)

Total income from operations

 

$

168

 

 

$

179

 

 

 

19


18. Earnings Per Share

The following table presents the weighted average number of outstanding stock-based awards not included in the computation of diluted earnings per share because they are subject to performance conditions or the effect of including such stock-based awards in the computation would be anti-dilutive:

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

 

 

2016

 

Shares subject to performance conditions

 

 

0.3

 

 

 

 

 

 

Shares subject to anti-dilutive stock-based awards

 

 

1.3

 

 

 

 

 

1.4

 

Total shares excluded from diluted earnings per share

 

 

1.6

 

 

 

 

 

1.4

 

 

The vesting of performance units is contingent upon the achievement of certain performance targets. The performance units are not included in diluted earnings per share until the performance targets have been met.

Stock-based awards will have a dilutive effect under the treasury method when the respective period’s average market value of the Company’s common stock exceeds the exercise proceeds.

 

 

20


I tem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for Forward-Looking Information

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. We assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, our ability to successfully integrate the “merger of equals” business combination (the “Merger”) between IMS Health Holdings, Inc. (“IMS Health”) and Quintiles Transnational Holdings Inc. (“Quintiles”); our ability to achieve anticipated cost savings and other synergies from the Merger; the possibility that other anticipated benefits of the Merger will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations, and the anticipated tax treatment; possible disruptions from the Merger that could harm our businesses, including current plans and operations; our ability to retain, attract and hire key personnel; potential adverse reactions or changes to relationships with clients, employees, suppliers or other parties resulting from the Merger; that most of our contracts may be terminated on short notice, and we may be unable to maintain large client contracts or to enter into new contracts; our financial results may be adversely affected if we underprice our contracts, overrun our cost estimates or fail to receive approval for or experience delays in documenting change orders; the historical indications of the relationship of our backlog to revenues may not be indicative of their future relationship; we may be unable to maintain our information systems or effectively update them; client or therapeutic concentration could harm our business; our business is subject to risks associated with international operations, including economic, political and other risks, such as compliance with a myriad of laws and regulations, complications from conducting clinical trials in multiple countries simultaneously and changes in exchange rates; the market for our services may not grow as we expect; government regulators or our clients may limit the scope of prescription or withdraw products from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; we may be unable to successfully develop and market new services or enter new markets; our failure to perform services in accordance with contractual requirements, regulatory standards and ethical considerations may subject us to significant costs or liability, which could also damage our reputation and cause us to lose existing business or not receive new business; our services are related to treatment of human patients, and we could face liability if a patient is harmed; we may be unable to successfully identify, acquire and integrate businesses, services and technologies; our investments in our clients’ businesses or drugs and our related commercial rights strategies could have a negative impact on our financial performance; we face risks arising from the restructuring of our operations; our restructuring plans may not result in the annualized cost savings we expect; and we have substantial indebtedness and may incur additional indebtedness in the future, which could adversely affect our financial condition. For a further discussion of the risks relating to our business, see Part I—Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated in this Quarterly Report on Form 10-Q.

Overview

Quintiles IMS Holdings, Inc. (“QuintilesIMS”, the “Company”, “we”, “our” and/or “us”) is a leading worldwide integrated information and technology-enabled healthcare service provider, dedicated to helping its clients improve their clinical, scientific and commercial results. Formed through the Merger of Quintiles and IMS Health on October 3, 2016, QuintilesIMS’s more than 50,000 employees conduct operations in over 100 countries. Companies seeking to improve real-world patient outcomes through treatment innovations, care provision and access can utilize our broad range of healthcare information, technology and service solutions to drive new insights and approaches. Our solutions span clinical to commercial, bringing our clients an opportunity to realize the full potential of innovations and advanced healthcare outcomes.

21


We manage our business through three reportable segments, Commercial Solutions, Research & Development Solutions and Integrated Engagement Services. Commercial Solutions provides mission critical information, technology solutions and real-world insights and services to our life science clients. Research & Development Solutions, which primarily serves biopharmaceutical clients, provides outsourced clini cal research and clinical trial related services. Integrated Engagement Services provides health care provider (including contract sales) and patient engagement services to both biopharmaceutical clients and the broader healthcare market.

In October 2016, we completed the merger with IMS Health to better serve our clients across their entire product lifecycle by (i) improving clinical trial design, recruitment, and execution; (ii) creating real-world information solutions based on the use of medicines by actual patients in normal situations; and (iii) increasing the efficiency of healthcare companies commercial organizations through enhanced analytics and outsourcing services. The Merger was accounted for as a business combination and the acquired results of operations are included in our consolidated financial information since the date of the Merger. See Note 12 for additional information.

Sources of Revenue

Total revenues are comprised of revenues from the provision of our services and revenues from reimbursed expenses that are incurred while providing our services. We do not have any material product revenues. Our segment revenues expressed as a percent of revenues for the first three months of 2017 (excluding reimbursed expense revenue) are as follows:

 

Commercial Solutions

 

 

 

 

 

 

44.3

%

Research & Development Solutions

 

 

 

 

 

 

45.3

%

Integrated Engagement Services

 

 

 

 

 

 

10.4

%

Reimbursed expenses are comprised primarily of payments to physicians (investigators) who oversee clinical trials and travel expenses for our clinical monitors principally within our Research & Development Solutions segment and travel expenses for our contract sales representatives within our Integrated Engagement Services segment. Reimbursed expenses may fluctuate from period-to-period due, in part, to where we are in the lifecycle of the many contracts that are in progress at a particular point in time. As reimbursed expenses are pass-through costs to our clients with little to no profit and we believe that the fluctuations from period-to-period are not meaningful to our underlying performance, we do not provide any analysis of the fluctuations in these items or their impact on our financial results. We have collection risk on contractually reimbursable expenses, and, from time to time, are unable to obtain reimbursement from the client for costs incurred. When such an expense is not reimbursed, it is classified as costs of revenue on the condensed consolidated statements of income.

Costs and Expenses

Our costs and expenses are comprised primarily of our costs of revenue, reimbursed expenses and selling, general and administrative expenses. Costs of revenue include compensation and benefits for billable employees and personnel involved in production, data management and delivery, and the costs of acquiring and processing data for our information offerings; costs of staff directly involved with delivering technology-related services offerings and engagements, related accommodations and the costs of data purchased specifically for technology services engagements; and other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses. As noted above, reimbursed expenses are comprised principally of payments to investigators who oversee clinical trials and travel expenses for our clinical monitors and sales representatives. Selling, general and administrative expenses include costs related to sales, marketing, and administrative functions (including human resources, legal, finance and general management) for compensation and benefits, travel, professional services, training and expenses for information technology (“IT”), facilities and depreciation and amortization.

Foreign Currency Translation

In the first three months of 2017, approximately 41% of our revenues were denominated in currencies other than the United States Dollar. Because a large portion of our revenues and expenses are denominated in foreign currencies and our financial statements are reported in United States Dollars, changes in foreign currency exchange rates can significantly affect our results of operations. The revenue and expenses of our foreign operations are generally denominated in local currencies and translated into United States Dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of foreign results into United States Dollars for purposes of reporting our condensed consolidated results.

As a result, we believe that providing the impact of fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of business performance that excludes the effects of foreign currency rate fluctuations. The constant currency information assumes the same foreign currency exchange rates that were in effect for the comparable prior-year period were used in translation of the current period results.

22


Consolidated Results of Operations

Summary Results of Operations

The following tables present a summary of our results of operations:

 

 

 

Three

 

 

 

 

 

 

 

 

 

 

Three

 

 

 

Months Ended

 

 

Change

 

 

Months Ended

 

 

 

March 31,

 

 

Currency

 

 

Constant

 

 

March 31,

 

(in millions)

 

2016

 

 

Impact

 

 

Currency

 

 

2017

 

Revenues

 

$

1,108

 

 

$

(13

)

 

$

816

 

 

$

1,911

 

Costs of revenue

 

 

694

 

 

 

(11

)

 

 

429

 

 

 

1,112

 

Selling, general and administrative expenses

 

 

200

 

 

 

(4

)

 

 

184

 

 

 

380

 

Depreciation and amortization

 

 

32

 

 

 

 

 

 

200

 

 

 

232

 

Restructuring costs

 

 

3

 

 

 

 

 

 

16

 

 

 

19

 

Income from operations

 

$

179

 

 

$

2

 

 

$

(13

)

 

$

168

 

Consolidated Results of Operations

For information regarding our results of operations for Commercial Solutions, Research & Development Solutions and Integrated Engagement Services, refer to “Segment Results of Operations” later in this section.

Revenues

 

 

 

Three Months Ended March 31,

 

 

Change

 

(in millions)

 

2017

 

 

2016

 

 

$

 

 

%

 

Revenues

 

$

1,911

 

 

$

1,108

 

 

$

803

 

 

 

72.5

%

For the first quarter of 2017, our revenues increased $803 million, or 72.5%, as compared to the same period in 2016. This increase was comprised of constant currency revenue growth of approximately $816 million, or 73.7%, and a negative impact of approximately $13 million from the effects of foreign currency fluctuations. The constant currency revenue growth was comprised of a $772 million increase in Commercial Solutions, which includes $781 million from the Merger with IMS Health, partially offset by a decline in revenue from Encore (a business we acquired in 2014), a $42 million increase in Research & Development Solutions, and a $2 million increase in Integrated Engagement Services. The revenue contributed by the Merger in the first quarter of 2017 was negatively impacted by approximately $6 million as a result of adjusting the acquired IMS Health unearned income to fair value as required by purchase accounting.

 

Costs of Revenue, exclusive of Depreciation and Amortization

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Costs of revenue

 

$

1,112

 

 

$

694

 

% of revenues

 

 

58.2

%

 

 

62.6

%

When compared to the same period in 2016, costs of revenues, exclusive of depreciation and amortization, in the first quarter of 2017 increased $418 million. This increase included a constant currency increase in expenses of approximately $429 million, or 61.8%, partially offset by a positive impact of approximately $11 million from the effects of foreign currency fluctuations. The constant currency growth was comprised of a $397 million increase in Commercial Solutions, which includes $407 million from the Merger with IMS Health, partially offset by lower costs from Encore, a $34 million increase in Research & Development Solutions, and a slight decrease in Integrated Engagement Services.

As a percent of revenues, costs of revenues declined in the 2017 quarter to 58.2% as compared to 62.2% in the same period in 2016. This decline was primarily as a result of the fact that the 2017 quarter included a higher proportion of revenues from the Commercial Solutions segment, which includes higher profit margin businesses acquired in the Merger.

23


Selling, General and Administrative Expenses, exclusive of Depreciation and Amortization

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Selling, general and administrative expenses

 

$

380

 

 

$

200

 

% of service revenues

 

 

19.9

%

 

 

18.1

%

The $180 million increase in selling, general and administrative expenses in the first quarter of 2017 included a constant currency increase of $184 million, or 92.0%, partially offset by a positive impact of approximately $4 million from the effects of foreign currency fluctuations. The constant currency growth primarily consisted of a $159 million increase in Commercial Solutions, which includes $161 million from the Merger with IMS Health, partially offset by a slight decline in the legacy service offerings, and a $29 million increase in general corporate and unallocated expenses, which includes $21 million from the Merger with IMS Health.

Depreciation and Amortization

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Depreciation and amortization

 

$

232

 

 

$

32

 

% of service revenues

 

 

12.1

%

 

 

2.9

%

The $200 million increase in depreciation and amortization in the first quarter of 2017 was primarily due to the approximately $6.4 billion of intangible assets acquired in the Merger with IMS Health.

Restructuring Costs

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Restructuring costs

 

$

19

 

 

$

3

 

During the three months ended March 31, 2017, we recognized $19 million of restructuring charges, net of reversals for changes in estimates under our existing restructuring plans. The remaining actions under these plans are expected to occur throughout 2017 and into 2018 and are expected to consist of severance, facility closure and other exit-related costs .

Interest Income and Interest Expense

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Interest income

 

$

(2

)

 

$

(1

)

Interest expense

 

$

75

 

 

$

26

 

Interest income includes interest received primarily from bank balances and investments.

Interest expense during the first quarter of 2017 was higher than the same period in 2016 due to an increase in the average debt outstanding, primarily as a result of the debt assumed in the Merger with IMS Health and the refinancing transaction in the fourth quarter of 2016 (approximately 4.5 billion) and the February 2017 issuance of €1,425 million ($1,522 million) of 3.25% senior notes as discussed further in Note 10.

Loss on Extinguishment of Debt

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Loss on extinguishment of debt

 

$

3

 

 

$

 

In the first quarter of 2017, we recognized a $3 million loss on extinguishment of debt for fees and expenses incurred related to the refinancing of our senior secured credit facilities.

24


Other Expense, Net

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Other expense, net

 

$

3

 

 

$

5

 

Other expense, net for the first quarter of 2017 primarily consisted of $3 million of foreign currency net losses and $2 million of expenses associated with the modification of our term B loans partially offset by approximately $2 million of gains on investments in mutual funds.

Income Tax Expense

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Income tax expense

 

$

12

 

 

$

43

 

The effective income tax rate was 13.5% and 28.6% in the first quarter of 2017 and 2016, respectively. Our effective tax rate was favorably impacted by a tax benefit of $64 million related to purchase accounting amortization due to the Merger with IMS Health of approximately $182 million.

Equity in (Losses) Earnings of Unconsolidated Affiliates

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Equity in (losses) earnings of unconsolidated affiliates

 

$

(1

)

 

$

3

 

Equity in (losses) earnings of unconsolidated affiliates primarily included (losses) earnings from our investment in NovaQuest Pharma Opportunities Fund III, L.P.

Net Loss (Income) Attributable to Non-controlling Interests

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Net income attributable to non-controlling interests

 

$

(2

)

 

$

(2

)

Net income attributable to non-controlling interests primarily included Quest Diagnostics Incorporated’s interest in Q 2 Solutions.

Segment Results of Operations

The Company’s revenues and profit by segment are as follows:

 

Three Months Ended March 31, 2017 and 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Revenues

 

 

Segment Profit

 

 

Segment Profit Margin

 

(in millions)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Commercial Solutions

 

$

847

 

 

$

75

 

 

$

221

 

 

$

3

 

 

 

26.1

%

 

 

4.0

%

Research & Development Solutions

 

 

866

 

 

 

835

 

 

 

231

 

 

 

219

 

 

 

26.7

%

 

 

26.2

%

Integrated Engagement Services

 

 

198

 

 

 

198

 

 

 

19

 

 

 

15

 

 

 

9.6

%

 

 

7.6

%

Total

 

 

1,911

 

 

 

1,108

 

 

 

471

 

 

 

237

 

 

 

24.6

%

 

 

21.4

%

General corporate and unallocated

 

 

 

 

 

 

 

 

 

 

(52

)

 

 

(23

)

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

(232

)

 

 

(32

)

 

 

 

 

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

(19

)

 

 

(3

)

 

 

 

 

 

 

 

 

Consolidated

 

$

1,911

 

 

$

1,108

 

 

$

168

 

 

$

179

 

 

 

 

 

 

 

 

 

 

Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses for corporate overhead functions such as senior leadership, finance, human resources, information technology, facilities and legal. We do not allocate depreciation and amortization or restructuring costs to our segments.

25


Commercial Solutions

 

 

Three Months Ended March 31,

 

 

Change

(in millions)

 

2017

 

 

2016

 

 

$

 

 

%

Revenues

 

$

847

 

 

$

75

 

 

$

772

 

 

NM

Costs of revenue

 

 

453

 

 

 

57

 

 

 

396

 

 

NM

       as a percentage of revenues

 

 

53.5

%

 

 

76.0

%

 

 

 

 

 

 

Selling, general and administrative

 

 

173

 

 

 

15

 

 

 

158

 

 

NM

       as a percentage of revenues

 

 

20.4

%

 

 

20.0

%

 

 

 

 

 

 

Segment profit

 

$

221

 

 

$

3

 

 

$

218

 

 

NM

       as a percentage of revenues

 

 

26.1

%

 

 

4.0

%

 

 

 

 

 

 

Revenues

Commercial Solutions’ revenues were $847 million for the three months ended March 31, 2017, an increase of $772 million over the same period in 2016, which includes the incremental impact from the Merger with IMS Health of $781 million, offset by a decline in revenue from Encore. The revenue contributed by the Merger in the first quarter of 2017 was negatively impacted by approximately $6 million as a result of adjusting the acquired IMS Health unearned income to fair value as required by purchase accounting.

Costs of Revenue, exclusive of Depreciation and Amortization

Commercial Solutions’ costs of revenue increased approximately $396 million in the first quarter of 2017. This increase was comprised of a $397 million constant currency increase, which includes $407 million from the Merger with IMS Health, partially offset by lower costs from Encore due to lower revenue volumes, and $1 million due to the positive effects of foreign currency fluctuations.

Selling, General and Administrative Expenses, exclusive of Depreciation and Amortization

Commercial Solutions’ selling, general and administrative expenses increased approximately $158 million in the first quarter 2017 as compared to the same period in 2016. This increase was primarily due to the incremental impact from the Merger of $161 million.

Research & Development Solutions

 

 

 

Three Months Ended March 31,

 

 

Change

 

(in millions)

 

2017

 

 

2016

 

 

$

 

 

%

 

Revenues

 

$

866

 

 

$

835

 

 

$

31

 

 

 

3.7

%

Costs of revenue

 

 

499

 

 

 

474

 

 

 

25

 

 

 

5.3

%

as a percentage of revenues

 

 

57.6

%

 

 

56.8

%

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

136

 

 

 

142

 

 

 

(6

)

 

 

(4.2

)%

as a percentage of revenues

 

 

15.7

%

 

 

17.0

%

 

 

 

 

 

 

 

 

Segment profit

 

$

231

 

 

$

219

 

 

$

12

 

 

 

5.5

%

as a percentage of revenues

 

 

26.7

%

 

 

26.2

%

 

 

 

 

 

 

 

 

 

Backlog and Net New Business

We report contracted backlog and net new business for the Research & Development Solutions segment on a rolling basis for the last twelve months. Net new business totaled $4.08 billion and $4.54 billion for the 12 months ended March 31, 2017 and March 31, 2016, respectively. Ending backlog was $9.66 billion at March 31, 2017, and we expect $2.9 billion of this backlog to convert to revenue in the next 12 months.

Revenues

Research & Development Solutions’ revenues were $866 million in the first quarter of 2017, an increase of $31 million, or 3.7%, over the same period in 2016. This increase was comprised of constant currency service revenue growth of $42 million, or 5.0%, partially offset by a negative impact of approximately $11 million from the effects of foreign currency fluctuations.

26


The constant currency revenue growth primarily included volume-related increases in our services from both our clinical solutions and services and our clinical trial support services. This growth was due largely to execution on the higher backlog in place as we entered the quarter, partially offset by lower revenue from early clinical development services.

Costs of Revenue, exclusive of Depreciation and Amortization

Research & Development Solutions’ costs of revenue increased approximately $25 million in the first quarter of 2017 over the same period in 2016. This increase included constant currency growth of $34 million, or 7.2%, partially offset by $9 million from the positive effects of foreign currency fluctuations.

The constant currency costs of revenue growth was primarily due to an increase in compensation and related expenses. The increase in compensation and related expenses resulted from (i) an increase in billable headcount resulting from the higher volume of constant currency revenue, (ii) our continued investment in our global delivery network (“GDN”) which is a coordinated global delivery model that enables us to provide standardized, centrally-managed services from seven hub locations across five countries, (iii) annual merit increases and (iv) an increase in competition for qualified personnel in certain markets.

Selling, General and Administrative Expenses, exclusive of Depreciation and Amortization

Research & Development Solutions’ selling, general and administrative expenses decreased approximately $6 million, or 4.2%, in the first quarter of 2017 as compared to the same period in 2016. This decrease was caused by constant currency decrease of $3 coupled with a positive impact of approximately $3 million from the effects of foreign currency fluctuations. The constant currency decrease for the three months ended March 31, 2017 was primarily due to lower compensation and related expenses due to a decrease in headcount.

Integrated Engagement Services

 

 

 

Three Months Ended March 31,

 

 

Change

 

(in millions)

 

2017

 

 

2016

 

 

$

 

 

%

 

Revenues

 

$

198

 

 

$

198

 

 

$

 

 

 

0.0

%

Costs of revenue

 

 

160

 

 

 

163

 

 

 

(3

)

 

 

(1.8

)%

as a percentage of revenues

 

 

80.8

%

 

 

82.3

%

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

19

 

 

 

20

 

 

 

(1

)

 

 

(5.0

)%

as a percentage of revenues

 

 

9.6

%

 

 

10.1

%

 

 

 

 

 

 

 

 

Segment profit

 

$

19

 

 

$

15

 

 

$

4

 

 

 

26.7

%

as a percentage of revenues

 

 

9.6

%

 

 

7.6

%

 

 

 

 

 

 

 

 

 

Revenues

Integrated Engagement Services’ revenues were $198 million in both the first quarter of 2017 and 2016. Constant currency revenue growth of $2 million during the first quarter of 2017 was offset by a negative impact of approximately $2 million from the effects of foreign currency fluctuations.

The growth in constant currency service revenues for the three months ended March 31, 2017 was due to an increase in revenues in Europe and Japan, partially offset by a slight decrease in North America and a decline in Latin America.

Costs of Revenue, exclusive of Depreciation and Amortization

Integrated Engagement Services’ costs of revenue decreased approximately $3 million in the first quarter of 2017. This was due to a decrease in compensation and related expenses resulting from a decrease in billable headcount.

Selling, General and Administrative Expenses, exclusive of Depreciation and Amortization

Integrated Engagement Services’ selling, general and administrative expenses decreased slightly in the first quarter of 2017 as compared to the same period in 2016.

27


Liquidity and Capital Resources

Overview

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include: capital expenditures, acquisitions, investments, debt service requirements, dividends, equity repurchases, adequacy of our revolving credit and receivables financing facilities and access to the capital markets.

We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which those funds can be accessed on a cost effective basis. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences; however, those balances are generally available without legal restrictions to fund ordinary business operations. We have and expect to transfer cash from those subsidiaries to the United States and to other international subsidiaries when it is cost effective to do so. Since the Merger with IMS Health, through March 31, 2017, we have transferred approximately $900 million from foreign subsidiaries to the United States.

We had a cash balance of $862 million at March 31, 2017 ($108 million of which was in the United States), a decrease from $1,198 million at December 31, 2016.

Based on our current operating plan, we believe that our available cash and cash equivalents, future cash flows from operations and our ability to access funds under our revolving credit and receivables financing facilities will enable us to fund our operating requirements and capital expenditures and meet debt obligations for at least the next 12 months. We regularly evaluate our debt arrangements, as well as market conditions, and from time to time we may explore opportunities to modify our existing debt arrangements or pursue additional financing arrangements that could result in the issuance of new debt securities by us or our affiliates. We may use our existing cash, cash generated from operations or dispositions of assets or businesses and/or proceeds from any new financing arrangements or issuances of debt or equity securities to repay or reduce some of our outstanding obligations, to repurchase shares from our stockholders or for other purposes. As part of our ongoing business strategy, we also continually evaluate new acquisition, expansion and investment possibilities or other strategic growth opportunities, as well as potential dispositions of assets or businesses, as appropriate, including dispositions that may cause us to recognize a loss on certain assets. Should we elect to pursue any such transaction, we may seek to obtain debt or equity financing to facilitate those activities. Our ability to enter into any such potential transactions and our use of cash or proceeds is limited to varying degrees by the terms and restrictions contained in our existing debt arrangements. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.

Equity Repurchase Program

During the first quarter of 2017, we repurchased 16,827,826 shares of our common stock for approximately $1.3 billion. These amounts included 9,677,420 shares of our common stock which we repurchased from certain of our principal shareholders in a private transaction for approximately $750 million. See Note 11 to our consolidated financial statements included elsewhere in this Form 10-Q for additional details regarding our repurchase program.

Long-Term Debt

As of March 31, 2017, we had $8.4 billion of total indebtedness, excluding $1,000 million of additional available borrowings under our revolving credit facilities. Our long-term debt arrangements contain usual and customary restrictive covenants, and as of March 31, 2017, we believe we were in compliance with our restrictive covenants.

Senior Secured Credit Agreement and Senior Notes

During the first quarter of 2017, we issued €1.425 billion (approximately $1,522 million) of senior notes due 2025.  The senior notes mature on March 15, 2025 and bear an interest rate of 3.25% which is paid semi-annually on March 15 and September 15. Also during the quarter, we refinanced our term B loans in which the maturity was extended to 2024 and the interest rate margin on the loan denominated in U.S. dollars was reduced from 2.50% to 2.00% and the interest rate margin on the loan denominated in Euros was reduced from 2.75% to 2.00%. See Note 10 to our condensed consolidated financial statements included elsewhere in this Form 10-Q for additional details regarding our credit arrangements.

28


Three months ended March 31, 2017 and 2016

Cash Flow from Operating Activities

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Net cash provided by operating activities

 

$

56

 

 

$

112

 

Cash provided by operating activities decreased $56 million during the first three months of 2017 as compared to the same period in 2016. The decrease in cash provided by operating activities in the first quarter of 2017 was primarily due to payments associated with loyalty card programs we administer on behalf of our clients, higher payments for income taxes, interest and bonus payments, coupled with normal fluctuations in cash collections from clients and accounts payable. Cash collections from clients can vary significantly each reporting period depending on the timing of cash receipts under contractual payment terms relative to the recognition of revenue over a project lifecycle and the timing of renewals. These decreases were partially offset by an increase in net income as adjusted for non-cash items necessary to reconcile net income to cash provided by operating activities.

Cash Flow from Investing Activities

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Net cash used in investing activities

 

$

(240

)

 

$

(43

)

Cash used in investing activities increased $197 million during the first three months of 2017 as compared to the same period in 2016. This increase was primarily related to cash used for the acquisition of businesses, in the first quarter of 2017 ($150 million), and by higher cash used for the acquisition of property, equipment and software ($52 million).

Cash Flow from Financing Activities

 

 

 

Three Months Ended March 31,

 

(in millions)

 

2017

 

 

2016

 

Net cash used in financing activities

 

$

(176

)

 

$

(5

)

Cash used in financing activities increased $171 million during the first three months of 2017 as compared to the same period in 2016. The increase in cash used in financing activities was primarily related to higher cash used to repurchase common stock ($1,316 million), partially offset by higher cash provided by debt issuances, net of repayments ($1,116 million) and from stock issued under employee stock purchase and option plans ($24 million).

Contractual Obligations and Commitments

We have various contractual obligations, which are recorded as liabilities in our consolidated financial statements. Other items, such as operating lease obligations, are not recognized as liabilities in our consolidated financial statements but are required to be disclosed.

With the exception of the changes to our credit arrangements disclosed in Note 10 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Application of Critical Accounting Policies

With the exception of the changes to our accounting for certain income taxes disclosed in Note 1 to the condensed consolidated financial statements included elsewhere in this Form 10-Q, there have been no material changes to our critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

29


I tem 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

30


P ART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are party to legal proceedings incidental to our business. While the outcome of these matters could differ from management’s expectations, we do not believe that the resolution of these matters is reasonably likely to have a material adverse effect to our financial statements.

Item 1A. Risk Factors

For a discussion of the risks relating to our business, see Part I—Item 1A—“Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. There have been no significant changes from the risk factors previously disclosed in our Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds from Registered Securities

Not applicable.

Purchases of Equity Securities by the Issuer

On October 30, 2013, our Board approved the Repurchase Program authorizing the repurchase of up to $125.0 million of either our common stock or vested in-the-money employee stock options, or a combination thereof. Our Board increased the stock repurchase authorization under the Repurchase Program by $600.0 million, $1.5 billion and $1.0 billion in 2015, November 2016 and February 2017, respectively, which increased the total amount that has been authorized under the Repurchase Program to $3.225 billion. The Repurchase Program does not obligate us to repurchase any particular amount of common stock or vested in-the-money employee stock options, and it may be modified, suspended or discontinued at any time. The timing and amount of repurchases are determined by our management based on a variety of factors such as the market price of our common stock, our corporate requirements, and overall market conditions. Purchases of our common stock may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or in privately negotiated transactions. We may also repurchase shares of our common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, which would permit shares of our common stock to be repurchased when we might otherwise be precluded from doing so by law. Repurchases of vested in-the-money employee stock options were made through transactions between us and our employees (other than our executive officers, who were not eligible to participate in the program), and this aspect of the Repurchase Program expired in November 2013. The Repurchase Program for common stock does not have an expiration date.

Since the Merger with IMS Health, we repurchased 29.7 million shares of our common stock at an average market price per share of $78.04 for an aggregate purchase price of $2,316.0 million under the Repurchase Program. From inception through March 31, 2017, we have repurchased a total of $2,994.2 million of our securities under the Repurchase Program, consisting of $59.1 million of stock options and $2,935.1 million of common stock. Those repurchases include amounts repurchased pursuant to a share repurchase agreement on February 23, 2017 with certain of our principal shareholders under the Repurchase Program. Pursuant to that agreement, we purchased an aggregate of 9,677,420 shares of our common stock in a private transaction for an aggregate purchase price of approximately $750 million. The transaction was consummated on February 28, 2017. As of March 31, 2017, we have remaining authorization to repurchase up to $230.8 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

31


The following table summarizes the equity repurchase program activity for the three months ended March 31, 2017 and the approximate dollar value of shares that may yet be purchased pursuant to the Repurchase Program:

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

 

 

 

(in thousands, except share and per share data)

 

January 1, 2017 January  31, 2017

 

 

 

 

$

 

 

 

 

 

$

546,839

 

February 1, 2017 February 28, 2017

 

 

11,138,128

 

 

$

77.64

 

 

 

11,138,128

 

 

$

682,096

 

March 1, 2017 March 31, 2017

 

 

5,689,698

 

 

$

79.32

 

 

 

5,689,698

 

 

$

230,802

 

 

 

 

16,827,826

 

 

 

 

 

 

 

16,827,826

 

 

 

 

 

 

Item 5. Other Information

On April 6, 2017, the Company held its 2017 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan (the “2017 Plan”).

Details regarding the 2017 Plan are described on pages 54-62 of the Proxy Statement dated February 22, 2017 filed with the SEC on that date. The description of the 2017 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of such plan, a copy of which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein.

On May 5, 2017, the Company appointed Robert A. Parks, 44, to serve as Senior Vice President, Corporate Controller (including as its Principal Accounting Officer), effective May 22, 2017. Charles E. Williams, the Company’s previous Senior Vice President, Corporate Controller (including as its Principal Accounting Officer), notified the Company on May 4, 2017 of his intent to retire. Mr. Williams’ retirement will be effective May 19, 2017. This management transition is in accordance with the Company’s succession plan.

Mr. Parks joined the Company in November 2011 as a Senior Director, Finance and currently serves as Vice President, Finance, a position he has held since April 2013. Prior to joining the Company, Mr. Parks served in leadership roles at both public and private companies, including Chief Accounting Officer at TMX Finance, LLC and Head of SEC Reporting and SOX Compliance at Allscripts, Inc. Mr. Parks began his career at Ernst & Young, LLP., an accounting firm. Mr. Parks received a bachelor of science degree in accounting from the University of Maryland, College Park, and is a certified public accountant.  

As part of his promotion, Mr. Parks will receive a $100,000 long-term incentive award subject to the approval of the Leadership Development and Compensation Committee of the Board of Directors of the Company, the terms of which will be consistent with the Company’s long-term incentive program approved in November 2016 as disclosed in our most recent proxy statement. The award will be subject to forfeiture if Mr. Parks does not relocate to the Company’s offices in Parsippany, New Jersey by January 1, 2018. There are no material arrangements or understandings between Mr. Parks and any other persons, pursuant to which he was appointed as Principal Accounting Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Parks and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 6. 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.

 

32


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on May 8, 2017.

 

 

QUINTILES IMS HOLDINGS, INC.

 

/s/ Michael R. McDonnell

Michael R. McDonnell

Executive Vice President and Chief Financial Officer

(On behalf of the Registrant and as Principal Financial Officer)

 

 

 

33


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

 

 

 

  

 

  

 

  

Incorporated by Reference

Exhibit 
Number

 

Exhibit Description

 

Filed
Herewith

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

4.1

 

Indenture, dated February 28, 2017, among Quintiles IMS Incorporated as the Issuer, U.S. Bank national Association, as trustee of the Notes and certain subsidiaries of the Issuer as guarantors.

 

 

 

8-K

 

001-35907

 

4.1

 

February 28, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Form of 3.25% Senior Note due 2025 (incorporated by reference to Exhibit A to Exhibit 4.1).

 

 

 

8-K

 

001-35907

 

4.1

 

February 28, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1

 

Amendment No.1, dated March 7, 2017, to Fourth Amended and Restated Credit Agreement, Dated October 3, 2016 (and filed with the Securities and Exchange Commission as Annex B to Exhibit 10.9 on Form 8-K dated October 3, 2016), among Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as Administrative Agent and Collateral Agent, the Incremental Term B-1 Euro Lenders party thereto and the other Lenders party thereto.

 

 

 

8-K

 

001-35907

 

10.1

 

March 8, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2

 

Share Repurchase Agreement, dated as of February 23, 2017, between Quintiles IMS Holdings, Inc., and the selling shareholders identified therein.

 

 

 

8-K

 

001-35907

 

10.1

 

February 24, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.3†

 

Description of Non-Employee Director Compensation, effective as of January 1, 2017.

 

 

 

10-K

 

001-35907

 

10.27

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.4†

 

Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.

 

 

 

10-K

 

001-35907

 

10.41

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5†

 

Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.

 

 

 

10-K

 

001-35907

 

10.45

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6†

 

Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2013 Stock Incentive Plan effective February 2017.

 

 

 

10-K

 

001-35907

 

10.47

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.7†

 

Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan.

 

 

 

DEF 14A

 

001-35907

 

Appendix B

 

February 22, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8†

 

Form of Award Agreement Awarding Stock Appreciation Rights under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.9†

 

Form of Award Agreement Awarding Performance Shares under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.

 

 

X

 

 

 

 

 

 

 

 

10.10†

 

Form of Award Agreement Awarding Restricted Stock Units under the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan effective April 2017.

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11†

 

Quintiles IMS Incorporated Employee Protection Plan, effective January 1, 2017.

 

 

 

10-K

 

001-35907

 

10.69

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12†

 

Quintiles IMS Holdings Inc. Non-Employee Director Deferral Plan, effective January 1, 2017.

 

 

 

10-K

 

001-35907

 

10.78

 

February 16, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34


101

 

Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Statements of Income (unaudited), (ii) Condensed Consolidated Statements of Comprehensive Income (unaudited), (iii) Condensed Consolidated Balance Sheets (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Condensed Consolidated Financial Statements (unaudited).

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indicates management contract or compensatory plan or agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35

 

 

Exhibit 10.8

 

 

Name of Participant:_________________

 

 

QUINTILES IMS HOLDINGS, INC.

2017 INCENTIVE AND STOCK AWARD PLAN

 

AWARD AGREEMENT

(Awarding Stock Appreciation Rights)

 

THIS AWARD AGREEMENT (this “Agreement”) is made by and between Quintiles IMS Holdings, Inc., a Delaware corporation (the “Company”), and the Participant named above (the “Participant”) pursuant to the provisions of the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

 

WITNESSETH:

 

WHEREAS, the Participant is providing services to the Company or an affiliate or a subsidiary of the Company, in a capacity described in Section 5(a) of the Plan; and

 

WHEREAS, the Company considers it desirable and in its best interests that the Participant be given a personal stake in the Company’s growth, development and financial success through the grant of Stock Appreciation Rights (“SARs”) that may be exercised with respect to all or a portion of the number of whole shares of Stock of the Company (“Shares”) set forth on Exhibit A hereto, subject to the terms and conditions set forth in this Agreement and in the Plan.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

1. Grant of SARs . Pursuant to the Plan, the Company has granted to the Participant, on the grant date listed on Exhibit A hereto (the “Grant Date”), SARs that may be exercised with respect to all or a portion of the number of whole Shares set forth on Exhibit A hereto, subject to the terms and conditions set forth in this Agreement and in the Plan.  For the avoidance of doubt, the total number of Shares underlying the SARs is subject to adjustment pursuant to Section 10(c) of the Plan. For purposes of this Agreement, if applicable “Employer” shall mean the affiliate or subsidiary of the Company that employs the Participant (to the extent the Participant is not directly employed by the Company).

2. Nature of SARs .  The SARs provide to the Participant a right to receive, upon exercise of SARs in compliance with this Agreement, payment in Shares.  The number of Shares that shall be delivered to the Participant upon a valid exercise of the SARs, before any reduction for withholding taxes in accordance with Section 15, shall be determined by multiplying (i) times (ii) and dividing the resulting product by (iii), where:

 

(i)

is the number of SARs being exercised;

 

(ii)

is the excess of (A) the Fair Market Value of one (1) Share on the date of exercise, over (B) the “Grant Price” per Share set forth on Exhibit A; and

 

(iii)

is the Fair Market Value of one (1) Share on the date of exercise.

Unless otherwise determined by the Company, no fractional Shares will be issued in payment upon the exercise of the SARs.  The SARs may not be exercised until they have vested in accordance with the terms of this Agreement.

 

 


 

 

3. Term of SAR . Subject to earlier termination under Section 5 hereof or pursuant to the Plan, the SARs shall expire on the date specified on Exhibit A hereto (the “Expiration Date”).  Notwithstanding any other provision hereof or of the Plan, no SARs shall be exercisable after the Expiration Date.

4. Use of Certain Defined Terms .  Capitalized terms used in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.  The terms set forth below shall have the following meanings:

 

(a)

“Disability” shall mean: (i) If the Participant is a party to an employment or severance-benefit agreement that contains a definition of “Disability,” the definition set forth in such agreement shall apply with respect to the Participant under the Plan for so long as such agreement is in effect; and (ii) otherwise, a disability that would entitle the Participant to long-term disability benefits under the Company’s long-term disability plan in which the Participant participates.

 

(b)

“Employment” shall mean the Participant’s employment by, or service to, the Company or any of its subsidiaries or affiliates.

 

(c)

“Retirement” shall mean retirement from active Employment after attaining age 65, or after attaining age 55 and completion of at least five (5) years of Employment with the Company or any of its subsidiaries or affiliates (including any acquired entity with respect to which the Committee has determined to credit pre-acquisition service for this purpose.

5. Termination of SARs . Except as otherwise provided herein, the SARs shall terminate on the earliest to occur of the following:

 

(a)

The Expiration Date.

 

(b)

The 91 st  day after termination of the Participant’s Employment for any reason other than one specified in (c) or (d) below.

 

(c)

The 366 th  day after termination of the Participant’s Employment as a result of the Participant’s death or  Disability, Retirement or redundancy that is approved by the Committee for this purpose.

 

(d)

Termination of the Participant’s Employment by the Company or the Employer for Cause.

6. Vesting Schedule . Except as set forth below or in the Plan, the SARs shall become vested on the vesting dates set forth on Exhibit A hereto, subject to the Participant’s continued Employment through the applicable vesting date.  If the Participant’s Employment terminates for any reason, the SARs, to the extent not already then vested, will be immediately forfeited and, if the Participant’s Employment is terminated by the Company or the Employer for Cause, vested SARs will also be immediately forfeited.

7. Exercise of SAR . The Participant may exercise vested SARs by giving notice (in such manner as is acceptable to the Company) to the Company of his or her election to exercise such SARs.  This notice shall set forth the number of SARs being exercised. For the avoidance of doubt, the Company may in its sole discretion establish alternative means to exercise vested SARs, including electronic forms using electronic signatures and interactive voice response systems using PIN numbers, in a manner directed by the Company, and the SARs shall be deemed to be exercised upon fulfillment of such alternative means.

Promptly following the date the SARs are exercised as provided for herein, payment shall be made to the Participant in Shares, in accordance with Section 2.  Payment may be made by issuance of Shares in the name of the Participant and delivery of such Shares to the Participant or, in the discretion of the Company, by issuance and delivery of such Shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company.

The Participant’s sales or other dispositions of Shares acquired upon exercise of the SARs will be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees.

 

 


 

 

8. Cash Settlement . Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the SARs in the form of (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, or (ii) would require the Participant, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately exercise and sell such Shares to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired under the Plan (in which case, as a condition to the grant of the SARs , the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions on the Participant’s behalf) .

9. Non-Transferability of SARs . The SARs may not be transferred, pledged, hypothecated or assigned except as permitted by Section 10(b) of the Plan.  

10. Restrictions on Shares .  This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchange as may be required.  The Participant agrees to take all steps the Committee determines are necessary to comply with all applicable provisions of federal, state and foreign securities law in exercising his or her rights under this Agreement.  The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of the SARs as it deems advisable, including, without limitation, minimum holding period requirements and/or restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which shares of Stock are then listed and/or traded, or under any blue sky state or foreign securities laws as may be applicable to the Shares.  

11. Forfeiture; Recovery of Compensation .

 

(a)

The Committee may cancel, rescind, withhold or otherwise limit or restrict the SARs or delivery of Shares upon exercise of the SARs at any time if the Participant is not in compliance with all applicable provisions of this Agreement and the Plan (including, but not limited to, Section 6 and Section 9 of the Plan).

 

(b)

By accepting the SARs, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the SARs, under the SARs, including to any Shares acquired under the SARs or proceeds from the disposition thereof, are subject to Section 9 of the Plan (including any successor provision).

 

(c)

[ To the extent the Participant is covered by the Quintiles IMS Holdings, Inc. Change in Control Severance Plan (the “Severance Plan”), adopted on November 5, 2015:  Upon a termination of the Participant’s Employment , the effect of such termination of Employment on the SARs shall be as set forth in this Agreement, and by accepting the SARs, the Participant expressly acknowledges and agrees that the treatment of equity awards upon a termination of employment or service set forth in Section 5.01 of the Severance Plan, shall not in any respect apply to the SARs.]

12. Other Undertakings .  To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, a “QuintilesIMS Company” and collectively, the “QuintilesIMS Companies”), including the confidential information of the QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:

 

(a)

The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements.

 

 


 

 

 

(b)

The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following:

 

(i)

The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the QuintilesIMS Companies to the fullest extent permitted by law.  

 

(ii)

The Participant further acknowledges and agrees that if the Participant violates the provisions of an agreement referenced in sub-paragraph (i) above that the remedies available for breach of any such covenants shall include the following:  [(x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the Shares issued upon such exercise (including Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate Fair Market Value of such Shares as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such Shares over the amount described under subsection (A) above.  (For this purpose, the Participant’s earliest sales of Shares following such exercise will be deemed sales of the Shares acquired upon such exercise.)]

 

(iii)

The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) the policy set forth in Section 12(b)(ii) of this Agreement and (b) and any provision of applicable law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant.  For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.  To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail.  

 

(iv)

By accepting the SARs, the Participant consents to one or more deductions from any amounts any QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law.  Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

13. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth and in the Plan , the terms and conditions of the Plan and this Agreement shall be binding upon the Participant and his or her Beneficiaries, heirs, executors, administrators, successors and assigns.

14. Tax Consequences . The exercise of the SARs and the subsequent disposition of the Shares may cause the Participant to be subject to federal, state and/or non-U.S. taxation. The Participant should consult a tax advisor before exercising the SARs or disposing of the Shares purchased hereunder.

Regardless of any action the Company and/or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SARs, including the grant of the SARs, the vesting of the SARs, the exercise of the SARs, the subsequent sale of any Shares acquired pursuant to the SARs and the receipt of any dividends on any such

 

 


 

 

Shares and (b) do not commit to structure the terms of the grant or any aspect of the SARs to reduce or eliminate the liability for Tax-Related Items.

Prior to the delivery of Shares upon exercise of the SARs, if the Participant’s country of residence (and/or the Participant’s country of employment, if different) requires withholding of Tax-Related Items, unless otherwise determined by the Committee, the Company shall withhold a sufficient number of whole Shares otherwise issuable upon exercise of the SARs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares delivered upon such exercise of the SARs up to the maximum applicable statutory individual tax rate or rates. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items.  In the event that withholding Shares as contemplated herein is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and/or the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares issuable upon exercise of the SARs in cash from the Participant’s regular salary and/or wages, or other amounts payable to the Participant.  In the event the withholding requirements are not satisfied through the withholding of Shares or through the Participant’s regular salary and/or wages or any other amounts payable to the Participant by the Employer, no Shares will be issued to the Participant (or the Participant’s estate) upon exercise of the SARs unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such SARs.  By accepting the SARs, the Participant expressly consents to the withholding of Shares and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder.  All other Tax-Related Items related to the SARs and any Shares delivered in payment thereof are the Participant’s sole responsibility.

15. Participant Data Privacy . As a condition of the grant of the SARs, the Participant consents to the collection, use and transfer of personal data as described in this Section 1 5. The Participant understands that the Company and its affiliates or subsidiaries hold certain personal information about the Participant, including but not limited to the Participant’s name, home address, email address and telephone number, date of birth, social security number, passport or other identification number, salary, nationality, job title, shares of Stock or directorships held in the Company, details of all SARs, other Awards or other entitlement to shares of Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (“Data”). The Participant further understands that the Company and/or its affiliates or subsidiaries will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and/or any of its affiliates or subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Participant understands that these recipients may be located in the Participant’s country of residence or elsewhere. The Participant authorizes them to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding shares of Stock on the Participant’s behalf to a broker or other third party with whom the Shares acquired on exercise may be deposited.

The Participant understands that the Participant may, at any time, view Data, request information about the storage and processing of Data, require any amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing his or her local human resources representative.  Further, the Participant understands that he or she is providing the consent herein on a purely voluntary basis.  If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with his or her Employer will be unaffected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would be unable to administer or maintain Awards granted to the Participant, including the SARs.  Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to receive Awards and participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact his or her local human resources representative.

 

 


 

 

16. Confidentiality . The Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediately family or the Participant’s counsel or financial advisors and agrees to advise such persons of the confidential nature of the grant of the SARs.  For the avoidance of doubt, (a) nothing contained in the Agreement or any other agreement containing confidentiality provisions or other restrictive covenants in favor of any the Company or any of its affiliates or subsidiaries shall be construed to limit, restrict or in any other way affect the Participant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (b) the Participant will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided that notwithstanding this immunity from liability, the Participant may be held liable if the Participant unlawfully accesses trade secrets by unauthorized means.

17. Section 409A; No Deferral of Compensation .  Neither the Plan nor this Agreement is intended to provide for the deferral of compensation within the meaning of Code Section 409A.  If the Company determines that this Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, at the Company’s sole discretion and without Participant consent, amend the Agreement to cause the terms and conditions of the Agreement to comply with Code Section 409A or be exempt from Code Section 409A.  Notwithstanding the foregoing, in no event shall the Company or its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A.

18. Governing Law . This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, other laws (including those governing contracts) of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.

Any legal proceeding arising out of the Plan or this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware.  The Participant agrees to submit to personal jurisdiction and to venue in those courts.  The Participant further agrees to waive all legal challenges and defenses to the appropriateness of Delaware as the site of any such legal proceeding and to the application of the laws of the State of Delaware and any applicable federal laws.

 

19.

Miscellaneous .

 

(a)

Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Participant at the last address shown in the Company’s records, or in either case at such other address as one party may subsequently furnish to the other party in writing.

 

(b)

Notwithstanding any provisions of this Agreement to the contrary, the SARs shall be subject to any special terms and conditions for the Participant’s country of residence (and/or country of employment, if different) set forth in the addendum to this Agreement (the “Addendum”).  Further, if the Participant transfers residency and/or employment to another country set forth in the Addendum, at the time of transfer, any special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the SARs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  In all circumstances, any applicable Addendum shall constitute part of this Agreement.

 

(c)

The Company reserves the right to impose other requirements on the SARs, any Shares acquired pursuant to the SARs and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the SARs and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

 

 


 

 

 

(d)

The issuance of Shares upon exercise of the SARs will be contingent upon the Company’s receipt of any agreement, statement or other evidence that the Company and/or the Committee may require to satisfy itself that the issuance of Shares pursuant to the exercise of the SARs and any subsequent resale of the Shares will be in compliance with all applicable laws and regulations and with the requirements hereof and of the Plan.  The determination of the Committee as to such compliance shall be final and binding on the Participant.  The Participant shall not be deemed to be the holder of, or to have any dividend or other rights of a holder with respect to, any Shares subject to the SARs unless and until the SARs shall have been exercised pursuant to the terms hereof and of the Plan, the Company shall have issued and delivered the Shares to the Participant in accordance with this Agreement, and the Participant’s name shall have been entered as the shareholder of record on the books of the Company (if an alternative method of delivery is elected by the Company, the Participant will be required to take appropriate steps to cause any nominee to transfer shares into the name of the Participant in order for the Participant to become a record holder of the Shares ).  Thereupon, the Participant shall have full voting, dividend and other ownership rights with respect to such Shares.

 

(e)

This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Grant Date has been furnished to the Participant.  By accepting this award of SARs, the Participant agrees to be bound by the terms of the Plan and this Agreement.  In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan shall control, except as expressly provided in Section 4 herein.

 

(f)

This Agreement, the Addendum (if applicable) and the Plan constitute the entire understanding between the Participant and the Company regarding the SARs, and any prior agreements, commitments or negotiations concerning the SARs are superseded.

 

(g)

Any provision of this Agreement or the Addendum that is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement and the Addendum invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.  No waiver of any provision or violation of this Agreement or the Addendum by the Company shall be implied by the Company’s forbearance or failure to take action.

 

20.

Acknowledgement and Acceptance .

 

(a)

In accepting the SARs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the SARs does not create any contractual or other right to receive future grants of SARs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the SARs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the SARs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of SARs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.

 

(b)

If the Participant does not want to accept the SARs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button.  The SARs will then be cancelled and no other benefit will be due to the Participant in lieu thereof.  If Participant does not “Decline” the SARs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the SARs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents.

 

 


 

 

 

(c)

The grant of the SAR is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different).  The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the SARs is not subject to the supervision of the local securities authorities.  No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares by exercising the SAR under the Plan.  Investment in Shares involves a degree of risk.  Before deciding to acquire Shares by exercising the SARs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the SARs and the Plan.  In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.

 

(d)

The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Exhibit A, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English.  If the Participant has received this Agreement, the Exhibit A, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

 

(e)

As a condition to the grant of the SARs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different).  In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).

 

By choosing the “Accept” button, the Participant accepts the SARs as described above and the terms and conditions set out in this Agreement, the Plan and any related documents.  Copies of the Plan and such related documents are being provided to Participant as part of this Agreement.  

 

 

QUINTILES IMS HOLDINGS, INC.

 

________________________________

James H. Erlinger III

Executive Vices President, General Counsel

& Corporate Secretary

 

 

 

 

 

Exhibit 10. 9

 

Name of Participant:______________

 

Quintiles IMS HOLDINGS, INC.

2017 Incentive AND Stock AWARD Plan

 

AWARD AGREEMENT

(Awarding Performance Shares)

 

 

THIS AWARD AGREEMENT (this “Agreement”) is made by and between Quintiles IMS Holdings, Inc., a Delaware corporation (the “Company”), and the participant named above (the “Participant”) pursuant to the provisions of the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.  Capitalized terms not defined in this Agreement shall have the meanings given to them in the Plan.

 

WITNESSETH:

 

WHEREAS, the Participant is providing services to the Company, or an affiliate or a subsidiary of the Company, in a capacity described in Section 5(a) of the Plan; and

 

WHEREAS, the Company considers it desirable and in its best interests that the Participant be given a personal stake in the Company’s growth, development and financial success through the grant of performance shares (the “Performance Shares”) providing an opportunity to earn shares of Stock (“Shares”), subject to the vesting and other terms and conditions set forth herein.  Each Performance Share represents an unfunded and unsecured right to receive one Share, although the number of Shares issued will be determined in accordance with Exhibit A.  Performance Shares are not property or Shares prior to settlement.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

 

1. Grant of Performance Shares .  Pursuant to the Plan, the Company has granted to the Participant on [         ] (the “Date of Grant”) an award (the “Award”) of Performance Shares providing an opportunity to earn [insert target number of performance shares] Shares if designated performance goals are achieved at target levels, an opportunity to earn 50% of such target number of Shares if designated performance goals are achieved at threshold levels and an opportunity to earn 200% of the target number of Shares if designated performance goals are achieved at or above the maximum levels, subject in all cases to vesting, forfeiture and other terms and conditions set forth in this Agreement (including Exhibit A) . For the avoidance of doubt, the total number of Performance Shares subject to the Award is subject to adjustment pursuant to Section 10(c) of the Plan. For purposes of this Agreement, “Employer” shall mean the affiliate or subsidiary of the Company that employs the Participant (to the extent the Participant is not directly employed by the Company).

 

2. Earning and Vesting .  The Performance Shares are subject to forfeiture until they become earned and they vest.  Subject to the terms and conditions set forth in this Agreement and the Plan, and unless earlier terminated or forfeited, the Performance Shares will become earned and will vest in accordance with the terms of Exhibit A.

 

3. Termination of the Award .  If the Participant’s employment by, or other service to, the Company or any of its affiliates or subsidiaries (“Employment”) ceases for any reason prior to the end of the Performance Period, the Performance Shares will be forfeited immediately for no consideration, unless otherwise determined by the Committee.  

 

 

 


 

 

Any outstanding Performance Shares that do not vest in accordance with the terms set forth in Exhibit A will terminate on the Determination Date, without any consideration due to the Participant, subject to earlier termination as provided for above.

Other provisions of the Plan and this Agreement, including Sections 8 and 9 of this Agreement, may result in the termination of the Award prior to the end of the Performance Period or the Determination Date, as applicable .

4. Settlement .   

(a) Not later than thirty (30) days following the Determination Date (as defined in Exhibit A), but in no event later than March 15 th of the year following the year in which the Performance Period ends, the Company shall deliver to the Participant the number of Shares that become earned and that vest on the Determination Date, determined in accordance with Exhibit A.  Payment may be made by issuance of Shares in the name of the Participant and delivery of such Shares to the Participant or, in the discretion of the Company, by issuance and delivery of such Shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company.

(b) The Participant’s sales or other dispositions of Shares acquired upon settlement of the Performance Shares will be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees.

 

(c) Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the Participant’s Performance Shares in the form of (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company and/or the Employer to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired under the Plan (in which case, as a condition to the grant of this Award, the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions, on the Participant’s behalf).

 

5. Restrictive Legends .  The Participant understands and agrees that the Company may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) or book-entry notations evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES IMS HOLDINGS, INC. 2017 INCENTIVE AND STOCK AWARD PLAN, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN.  COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT.  COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

 

6 . Non-Transferability of Performance Shares .  The Performance Shares may not be transferred, pledged, hypothecated or assigned except as permitted by Section 10(b) of the Plan.

 

7. Restrictions on Shares .  This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchange as may be required.  The Participant agrees to take all steps the Committee determines are necessary to comply with all applicable provisions

 

 


 

 

of U.S. federal, state /or non-US. securities law in exercising his or her rights under this Agreement.  The Committee may impose such restrictions on any Shares acquired pursuant to vesting and settlement of the Performance Shares as it deems advisable, including without limitation, minimum holding period requirements and/or restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which shares of Stock are then listed or traded, or under any blue sky state or foreign securities laws as may be applicable to the Shares.

 

8. Forfeiture; Recovery of Compensation .  

 

(a) The Committee may cancel, rescind, withhold or otherwise limit or restrict the Performance Shares or delivery of Shares in settlement of the Performance Shares at any time if the Participant is not in compliance with all applicable provisions of this Agreement and the Plan (including, but not limited to, Sections 6 and 9 of the Plan).

 

(b) By accepting the Performance Shares, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the Performance Shares, with respect to the Performance Shares, including to any Shares acquired upon settlement of the Performance Shares or proceeds from the disposition thereof, are subject to Section 9 of the Plan (including any successor provision). Nothing in the preceding sentence shall be construed as limiting the general application of Section 15(e) of this Agreement.

 

(c) [ To the extent the Participant is covered by the Quintiles IMS Holdings, Inc. Change in Control Severance Plan (the “Severance Plan”), adopted on November 5, 2015:  Upon a termination of the Participant’s Employment , the effects of such termination of Employment on the Award shall be as set forth in this Agreement, and by accepting the Award, the Participant expressly acknowledges and agrees that the treatment of equity awards upon a termination of employment or service set forth in Section 5.01 of the Severance Plan, shall not in any respect apply to the Award.]

 

9. Other Undertakings .  To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, a “QuintilesIMS Company” and collectively, the “QuintilesIMS Companies”), including the confidential information of the QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:

(a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any settlement, expiration, forfeiture or other termination of this Agreement or the Performance Shares granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements.

(b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation is good, valuable and sufficient consideration for the following:

(i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the QuintilesIMS Companies to the fullest extent permitted by law.  

(ii) The Participant further acknowledges and agrees that if the Participant violates the provisions of an agreement referenced in sub-paragraph (i) above that the remedies available for breach of any such covenants shall include the following: [(x) to the extent then outstanding, the forfeiture of the Performance Shares for no consideration, and (y) to the extent the Performance Shares have been settled on or after the date that is eighteen (18) months before the Participant’s cessation of Employment, with respect to the Shares issued upon such settlement (including Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate Fair Market Value of such Shares as of the date of settlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such Shares over the amount described under subsection (A) above.  (For

 

 


 

 

this purpose, the Participant’s earliest sales of Shares following such settlement will be deemed sales of the Shares acquired upon such settlement.) ]   

(iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a)  the policy set forth in Section 9(b)(ii) of this Agreement and (b) any provision of applicable law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant.  For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.  To the extent that the terms of this Agreement and such policy conflict, the terms of such policy, applicable law or stock exchange rule shall prevail.  

(iv) By accepting the Performance Shares, the Participant consents to one or more deductions from any amounts any QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law.  Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

10. Successors and Assigns .  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, the terms and conditions of the Plan and this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns, subject to Section 6 of this Agreement.

 

11. Tax Consequences .  The vesting of the Performance Shares and the delivery of Shares and the subsequent disposition of those Shares may cause the Participant to be subject to federal, state and/or foreign taxation.  The Participant should consult a tax advisor regarding the tax implications of receiving and disposing of Shares.  

 

Regardless of any action the Company and/or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Performance Shares, the vesting of the Performance Shares, the subsequent issuance or sale of any Shares acquired pursuant to the Performance Shares and the receipt of any dividends on any such Shares, and (b) do not commit to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items.

 

Prior to the delivery of Shares upon the vesting of the Participant’s Performance Shares, if the Participant’s country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the Performance Shares that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares delivered upon such vesting of the Performance Shares up to the maximum applicable statutory individual rate or rates .  The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items.  In the event that withholding Shares as contemplated herein is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and/or the Employer may withhold the Tax-Related Items required to be withheld with respect to the Shares issued hereunder in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant.  In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the Participant’s regular salary and/or wages or other amounts payable to the Participant, no Shares will be issued to the Participant (or the Participant’s estate) upon vesting of the Performance Shares unless and until

 

 


 

 

satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such Performance Shares.  By accepting this grant of Performance Shares, the Participant expressly consents and agrees to the withholding of Shares and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder.  All other Tax-Related Items related to the Performance Shares and any Shares delivered in payment thereof are the Participant’s sole responsibility.

 

12. Participant Data Privacy .  As a condition of the grant of these Performance Shares, the Participant consents to the collection, use and transfer of personal data as described in this Section 12 .  The Participant understands that the Company and its affiliates or subsidiaries hold certain personal information about the Participant, including but not limited to the Participant’s name, home address, email address and telephone number, date of birth, social security number, passport or other identification number, salary, nationality, job title, shares of Stock or directorships held in the Company, details of all Performance Shares, other Awards or other entitlement to shares of Stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (“Data”).  The Participant further understands that the Company and/or its affiliates or subsidiaries will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and/or any of its affiliates or subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan.  The Participant understands that these recipients may be located in the Participant’s country of residence or elsewhere.  The Participant authorizes them to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding shares of Stock on the Participant’s behalf to a broker or other third party with whom the Shares acquired on settlement may be deposited.  

 

The Participant understands that the Participant may, at any time, view Data, request information about the storage and processing of Data, require any amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing his or her local human resources representative.  Further, the Participant understands that he or she is providing the consent herein on a purely voluntary basis.  If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with the Employer will be unaffected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would be unable to administer or maintain Awards granted to the Participant, including the Performance Shares.  Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to receive Awards and participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understand that the Participant may contact his or her local human resources representative.

 

13. Confidentiality .  The Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediate family or the Participant’s counsel or financial advisors and agrees to advise such persons of the confidential nature of the grant of the Performance Shares.  For the avoidance of doubt, (a) nothing contained in the Agreement or any other agreement containing confidentiality provisions or other restrictive covenants in favor of any the Company or any of its affiliates or subsidiaries shall be construed to limit, restrict or in any other way affect the Participant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (b) the Participant will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided that notwithstanding this immunity from liability, the Participant may be held liable if the Participant unlawfully accesses trade secrets by unauthorized means.

 

14. Governing Law .  This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, other laws (including those governing contracts) of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.

 

 


 

 

 

Any legal proceeding arising out of this Plan or this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware.  The Participant agrees to submit to personal jurisdiction and to venue in those courts.  The Participant further agrees to waive all legal challenges and defenses to the appropriateness of Delaware as the site of any such legal proceeding and to the application of the laws of the State of Delaware and any applicable federal laws.

 

15. Miscellaneous .

(a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Participant at the last address shown in the Company’s records, or in either case at such other address as one party may subsequently furnish to the other party in writing.

(b) Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and/or country of employment, if different) set forth in the addendum to this Agreement (the “Addendum”). Further, if the Participant transfers residency and/or employment to another country set forth in the Addendum, at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  In all circumstances, any applicable Addendum shall constitute part of this Agreement.

(c) The Company reserves the right to impose other requirements on the Award, any Shares acquired pursuant to the Performance Shares and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Award and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

(d) The issuance of Shares upon settlement of the Performance Shares will be contingent upon the Company’s receipt of any agreement, statement or other evidence that the Company and/or the Committee may require to satisfy itself that the issuance of Shares pursuant to the settlement of the Performance Shares and any subsequent resale of the Shares will be in compliance with all applicable laws and regulations and with the requirements hereof and of the Plan.  The determination of the Committee as to such compliance shall be final and binding on the Participant.  The Participant shall not be deemed to be the holder of, or to have any rights with respect to dividends  or other rights of a holder with respect to, any Shares underlying the Performance Shares unless and until the Company shall have issued and delivered the Shares to the Participant in accordance with Section 4 and Exhibit A of this Agreement, and the Participant’s name shall have been entered as the stockholder of record on the books of the Company (if an alternative method of delivery is elected by the Company under Section 4, Participant will be required to take appropriate steps to cause any nominee to transfer Shares into the name of the Participant in order for Participant to become a record holder of the Shares).  Thereupon, the Participant shall have full voting, dividend and other ownership rights with respect to such Shares.

(e) This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Date of Grant has been furnished to the Participant. Accepting the Award, the Participant agrees to be bound by the terms of the Plan and this Agreement.   In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan shall control.

(f) The Agreement, Exhibit A, the Addendum (if applicable) and the Plan constitute the entire understanding between the Participant and the Company regarding the Performance Shares, and any prior agreements, commitments or negotiations concerning the Performance Shares are superseded.  

(g) Any provision of this Agreement, Exhibit A, or the Addendum that is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such

 

 


 

 

jurisdiction or rendering that or any other provisions of this Agreement, Exhibit A, and the Addendum invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.  No waiver of any provision or violation of the Agreement or the Addendum by the Company shall be implied by the Company’s forbearance or failure to take action.

(h) The Performance Shares are intended to be exempt from the requirements of Code Section 409A.  The Plan and this Agreement shall be administered and interpreted in a manner consistent with this intent.  If the Company determines that this Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, at the Company’s sole discretion and without Participant consent, amend the Agreement to cause the terms and conditions of the Agreement to comply with Code Section 409A or be exempt from Code Section 409A.  Notwithstanding the foregoing, in no event shall the Company or its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A.

 

16. Acknowledgement and Acceptance .  

 

(a) In accepting the Performance Shares, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of Performance Shares does not create any contractual or other right to receive future grants of Performance Shares or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the Performance Shares had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the Performance Shares is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the Performance Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.

(b) If the Participant does not want to accept the Performance Shares on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button.  The Performance Shares will then be cancelled and no other benefit will be due to the Participant in lieu thereof.  If Participant does not “Decline” the Performance Shares within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the Performance Shares and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan, Exhibit A, the Addendum (as applicable) and/or any related documents.

(c) Neither the grant of the Performance Shares, nor the issuance of Shares in settlement of the Performance Shares, will give the Participant any right to be retained in the employ or service of the Company or any of its subsidiaries, affect the right of the Company or any of its Subsidiaries, to discharge (as may otherwise be permitted under local law) or discipline the Participant at any time, or affect any right of the Participant to terminate his or her Employment at any time.

(d) The grant of the Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive Performance Shares or benefits in lieu of Performance Shares in the future.  The terms of future Performance Shares, if any, will be determined by the Committee in its sole discretion, including, but not limited to, the form and timing of such Award, the number of Shares subject to the Performance Shares, and the vesting provisions applicable to the Performance Shares.

(e) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

(f) The grant of Performance Shares is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different).  The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Performance Shares is not subject to the supervision of the local securities authorities.

 

 


 

 

( g ) It is the Participant’s express intent that this Agreement, Exhibit A, the Addendum, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English.  If the Participant has received this Agreement, Exhibit A, the Addendum, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

(h) As a condition to the Performance Shares, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different).  In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and any affiliate or subsidiary, as may be required to allow the Company and any affiliates of subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  

By choosing the “Accept” button, the Participant accepts the Performance Shares as described above and the terms and conditions set out in this Agreement, Exhibit A, the Addendum (as applicable), the Plan and any related documents.  Copies of the Plan and such related documents are being provided to Participant as part of this Agreement.

 

 

 

 

QUINTILES IMS HOLDINGS, INC.

 

___________________________________

James H. Erlinger III

Executive Vice President, General Counsel

& Corporate Secretary

 

 

 

 

 

Exhibit 10.10

QUINTILES IMS HOLDINGS, INC.

2017 INCENTIVE AND STOCK AWARD PLAN

AWARD AGREEMENT

(Awarding Restricted Stock Units)

THIS AWARD AGREEMENT (this “Agreement”) is made by and between Quintiles IMS Holdings, Inc., a Delaware corporation (the “Company”), and the Participant named above (the “Participant”) pursuant to the provisions of the Quintiles IMS Holdings, Inc. 2017 Incentive and Stock Award Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Capitalized terms not defined in this Agreement shall have the meanings given to them in the Plan.

WITNESSETH:

WHEREAS, the Participant is providing services to the Company, or affiliate or a subsidiary of the Company, in a capacity described in Section 5(a) of the Plan; and

WHEREAS, the Company considers it desirable and in its best interests that the Participant be given a personal stake in the Company’s growth, development and financial success through the grant of Restricted Stock Units (the “RSUs”) that will settle in shares of Stock (“Shares”) when and as they vest. Each RSU represents an unfunded and unsecured right to receive one Share. RSUs are not property or Shares prior to settlement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

1. Grant of RSUs . Pursuant to the Plan, the Company has granted to the Participant on [           ] (the “Date of Grant”) an award of [insert number of RSUs] RSUs, subject to the terms and conditions of the Plan and this Agreement.  For the avoidance of doubt, the total number of RSUs is subject to adjustment pursuant to Section 10(c) of the Plan.

Each RSU represents the right to receive one Share to be issued and delivered at the end of the applicable vesting period, subject to the risk of cancellation described herein and in the Plan.  The Participant shall not be deemed to be the holder of, or to have any rights with respect to dividends or other rights of a holder with respect to, any Shares underlying the RSUs unless and until the Company shall have issued and delivered the Shares to the Participant in accordance with Section 4 of this Agreement, and the Participant’s name shall have been entered as the shareholder of record on the books of the Company (if an alternative method of delivery is elected by the Company under Section 4, Participant will be required to take appropriate steps to cause any nominee to transfer Shares into the name of the Participant in order for Participant to become a record holder of the Shares).  Thereupon, the Participant shall have full voting, dividend and other ownership rights with respect to such Shares.

2. Vesting . Provided that the Participant continues to be employed by, or provide services to, the Company or any of its affiliates or subsidiaries (“Employment”) through the applicable vesting date, the RSUs shall vest as to [           ] of the shares of Stock underlying the Award on each of the first [number] anniversaries of the Date of Grant (each date, a “Vesting Date”). In no event will any RSUs that are not vested at the time of the termination of the Participant’s Employment become vested following such termination.

3. Termination of Service Relationship . Any RSUs that are not vested at the time of the termination of the Participant’s Employment will be forfeited for no consideration.

4. Settlement in Shares; Taxes .

(a) Not later than thirty (30) days following the applicable date on which any RSUs vest but in no event later than March 15th of the year following the year in which such vesting occurs, the Company shall deliver to the Participant the number of Shares underlying the RSUs that vest on such date.  Payment may be made by issuance of

 

 


 

 

Shares in the name of the Participant and delivery of such Shares to the Participant or, in the discretion of the Company, by issuance and delivery of such Shares to a financial institution for the account of the Participant, or in any other commercially reasonable manner as may be determined by the Company.

(b) The Participant’s sales or other dispositions of Shares acquired upon settlement of the RSUs will be subject to applicable restrictions under Company policies applicable to the Participant, including those covering insider trading by employees.

(c) Notwithstanding any provision in this Agreement to the contrary, the Company may, in its sole discretion, settle the Participant’s RSUs in the form of (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company and/or the Employer (as defined below) to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and/or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and other amounts acquired under the Plan (in which case, as a condition to the grant of this Award, the Participant hereby expressly and explicitly authorizes the Company to issue sales instructions, on the Participant’s behalf).

(d) The delivery of Shares and the subsequent disposition of those Shares may cause the Participant to be subject to U.S. federal, state, local and/or non-U.S. taxation.  The Participant should consult a tax advisor regarding the tax implications of receiving and disposing of Shares.  

(e) Regardless of any action the Company and/or, if applicable, the affiliate of the Company that employs or otherwise engages the Participant (the “Employer”) takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the subsequent issuance or sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends with respect to the Shares, and (b) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

(f)  Prior to the delivery of Shares upon the vesting of the Participant’s RSUs, if the Participant’s country of residence (and/or the country of employment or engagement, if different) requires withholding of Tax-Related Items, the Company shall withhold a sufficient number of whole Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares delivered upon such vesting of the RSUs up to the maximum applicable statutory individual rate or rates.  The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-Related Items.  In the event that withholding Shares as contemplated herein is prohibited or problematic under applicable law or otherwise may trigger adverse consequences to the Company or the Employer, the Company and/or the Employer may withhold for Tax-Related Items with respect to the Shares issued hereunder in cash from the Participant’s regular salary and/or wages or any other amounts payable to the Participant.  In the event the withholding requirements are not satisfied through the withholding of Shares by the Company or through the Participant’s regular salary and/or wages or other amounts payable to the Participant, no Shares will be issued to the Participant (or the Participant’s estate) upon vesting of the RSUs unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any Tax-Related Items that the Company or the Employer determines, in its sole discretion, must be withheld or collected with respect to such RSUs.  By accepting this grant of RSUs, the Participant expressly consents and agrees to the withholding of Shares and/or withholding from the Participant’s regular salary and/or wages or other amounts payable to the Participant as provided for hereunder.  All other Tax-Related Items related to the RSUs and any Shares delivered in payment thereof are the Participant’s sole responsibility.

 

 


 

 

5. Restrictive Legends . The Participant understands and agrees that the Company may cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) or book-entry notations evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES IMS HOLDINGS, INC. 2017 INCENTIVE AND STOCK AWARD PLAN, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

6. Non-Transferability of RSUs . The RSUs may not be transferred, pledged, hypothecated or assigned except as permitted by Section 10(b) of the Plan.

7. Restrictions on Shares . This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchange as may be required. The Participant agrees to take all steps the Committee determines are necessary to comply with all applicable provisions of U.S. federal, state and/or non-U.S. securities law in exercising his or her rights under this Agreement. The Committee may impose such restrictions on any Shares acquired pursuant to the vesting and settlement of the RSUs as it deems advisable, including without limitation, minimum holding period requirements and/or restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which shares of Stock are then listed or traded, or under any blue sky, state and/or non-U.S. securities laws as may be applicable to the Shares.

8. Forfeiture; Recovery of Compensation .

(a) The Committee may cancel, rescind, withhold or otherwise limit or restrict the RSUs or delivery of Shares upon settlement of the RSUs at any time if the Participant is not in compliance with all applicable provisions of this Agreement and the Plan (including, but not limited to, Section 6 and Section 9 of the Plan).

(b) By accepting the RSUs, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of the RSUs, under the RSUs, including to any Shares acquired under the RSUs or proceeds from the disposition thereof, are subject to Section 9 of the Plan (including any successor provision).

(c) [To the extent the Participant is covered by the Quintiles IMS Holdings, Inc. Change in Control Severance Plan (the “Severance Plan”), adopted on November 5, 2015:  Upon a termination of the Participant’s Employment, the effect of such termination of Employment on the RSUs shall be as set forth in this Agreement, and by accepting the RSUs, the Participant expressly acknowledges and agrees that the treatment of equity awards upon a termination of employment or service set forth in Section 5.01 of the Severance Plan, shall not in any respect apply to the RSUs.]

9. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, the terms and conditions of the Plan and this Agreement shall be binding upon the Participant and his or her beneficiaries, heirs, executors, administrators, successors and assigns.

10. Acknowledgement . The Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of RSUs does not create any contractual or other right to receive future grants of RSUs or any right to continue an employment or other relationship with the

 

 


 

 

Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the RSUs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract , if any; and (vii) that the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.

11. Other Undertakings .  To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, a “QuintilesIMS Company” and collectively, the “QuintilesIMS Companies”), including the confidential information of the QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:

(a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any settlement, expiration, forfeiture or other termination of this Agreement or the RSU issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements.

(b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following:

(i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the QuintilesIMS Companies to the fullest extent permitted by law.  

(ii) The Participant further acknowledges and agrees that if the Participant violates the provisions of an agreement referenced in sub-paragraph (i) above that the remedies available for breach of any such covenants shall include the following:  [(x) to the extent then outstanding, the forfeiture of the RSUs for no consideration, and (y) to the extent the RSUs have been settled on or after the date that is 18 months before Participant’s cessation of employment or other engagement , with respect to the Shares issued upon such settlement (including Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate Fair Market Value of such Shares as of the date of settlement , plus (B) the excess, if any, of the aggregate proceeds of all sales of such Shares over the amount described under subsection (A) above.  (For this purpose, the Participant’s earliest sales of Shares following such settlement will be deemed sales of the Shares acquired upon such settlement.)]

(iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) the policy set forth in Section 1 1(b)(ii) of this Agreement and (b) and any provision of applicable law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law, stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant.  For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.  To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail.  

 

 


 

 

(iv) By accepting the RSUs, the Participant consents to one or more deductions from any amounts any QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law.  Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

12. Participant Data Privacy . As a condition of the grant of these RSUs, the Participant consents to the collection, use and transfer of personal data as described in this Section 1 2. The Participant understands that the Company and its affiliates or subsidiaries hold certain personal information about the Participant, including but not limited to the Participant’s name, home address and telephone number, date of birth, social security number, salary, nationality, job title, shares of Stock or directorships held in the Company, details of all RSUs or other entitlement to shares of Stock awarded, cancelled, settled , vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (“Data”). The Participant further understands that the Company and/or its affiliates or subsidiaries will transfer Data amongst themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Company and/or any of its affiliates or subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan . The Participant understands that these recipients may be located in the Participant’s country of residence or elsewhere. The Participant authorizes them to receive, possess, use, retain and transfer Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding shares of Stock on the Participant’s behalf to a broker or other third party with whom the Shares acquired on settlement may be deposited.

The Participant understands that the Participant may, at any time, view Data, request information about the storage and processing of Data, require any amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing the his or her local human resources representative.  Further, if the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service with his or her Employer will be unaffected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would be unable to administer or maintain the Awards granted to the Participant, including the RSUs.  Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to receive Awards and participate in the Plan.  For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact his or her local human resources representative.

13. Confidentiality . The Participant agrees not to disclose the terms of this Agreement to anyone other than the members of the Participant’s immediate family or the Participant’s counsel or financial advisors and agrees to advise such persons of the confidential nature of this offer.  For the avoidance of doubt, (a) nothing contained in the Agreement or any other agreement containing confidentiality provisions or other restrictive covenants in favor of any the Company or any of its affiliates or subsidiaries shall be construed to limit, restrict or in any other way affect the Participant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (b) the Participant will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided that notwithstanding this immunity from liability, the Participant may be held liable if the Participant unlawfully accesses trade secrets by unauthorized means.

14. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth and in the Plan, the terms and conditions of the Plan and this Agreement shall be binding upon the Participant and his or her Beneficiaries, heirs, executors, administrators, successors and assigns.

 

 


 

 

15. Section 409A; No Deferral of Compensation .  Neither the Plan nor this Agreement is intended to provide for the deferral of compensation within the meaning of Code Section 409A.  If the Company determines that this Agreement is subject to Code Section 409A and that it has failed to comply with the requirements of that Section, the Company may, at the Company’s sole discretion and without Participant consent, amend the Agreement to cause the terms and conditions of the Agreement to comply with Code Section 409A or be exempt from Code Section 409A.  Notwithstanding the foregoing, in no event shall the Company or its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Code Section 409A.

16. Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan, this Agreement,  and the Addendum (as defined below) and constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.

This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, other laws (including those governing contracts) of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable federal law.

Any legal proceeding arising out of the Plan or this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware.  The Participant agrees to submit to personal jurisdiction and to venue in those courts.  The Participant further agrees to waive all legal challenges and defenses to the appropriateness of Delaware as the site of any such legal proceeding and to the application of the laws of the State of Delaware and any applicable federal laws.

17. Miscellaneous .

(a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Participant at the last address shown in the Company’s records, or in either case at such other address as one party may subsequently furnish to the other party in writing.

(b) Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and/or country of employment, if different) set forth in the addendum to this Agreement (the “Addendum”).  Further, if the Participant transfers residency and/or employment to another country set forth in the Addendum, at the time of transfer, any special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).  In all circumstances, any applicable Addendum shall constitute part of this Agreement.

(c) The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan.  Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

(d) The issuance of Shares upon settlement of the RSUs will be contingent upon the Company’s receipt of any agreement, statement or other evidence that the Company and/or the Committee may require to satisfy itself that the issuance of Shares pursuant to the settlement of the RSUs and any subsequent resale of the Shares will be in compliance with all applicable laws and regulations and with the requirements hereof and of the Plan.  The determination of the Committee as to such compliance shall be final and binding on the Participant.  The Participant shall not be deemed to be the holder of, or to have any dividend or other rights of a holder with respect to, any Shares subject to the RSUs unless and until the RSUs shall have been settled pursuant to the terms hereof and of the Plan, the

 

 


 

 

Company shall have issued and delivered the Shares to the Participant in accordance with this Agreement, and the Participant’s name shall have been entered as the shareholder of record on the books of the Company (if an alternative method of delivery is elected by the Company, the Participant will be required to take appropriate steps to cause any nominee to transfer shares into the name of the Participant in order for the Participant to become a record holder of the Shares).  Thereupon, the Participant shall have full voting, dividend and other ownership rights with respect to such Shares.

(e) This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the Grant Date has been furnished to the Participant.  By accepting this award of RSUs, the Participant agrees to be bound by the terms of the Plan and this Agreement.  In the event of a conflict between the terms and conditions of this Agreement and the Plan, the Plan shall control, except as expressly provided in Section 4 herein.

(f) Any provision of this Agreement, or the Addendum that is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement and the Addendum invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.  No waiver of any provision or violation of this Agreement or the Addendum by the Company shall be implied by the Company’s forbearance or failure to take action.

18. Acknowledgement and Acceptance .

(a) In accepting the RSUs, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of the RSUs does not create any contractual or other right to receive future grants of RSUs or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the RSUs had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the RSUs is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the grant of RSUs is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.

(b) If the Participant does not want to accept the RSUs on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button.  The RSUs will then be cancelled and no other benefit will be due to the Participant in lieu thereof.  If Participant does not “Decline” the RSUs within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the RSUs and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan and/or any related documents.

(c) The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different).  The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities.  No employee of the Company or any of the Company’s subsidiaries is permitted to advise the Participant on whether the Participant should acquire Shares as a result of settlement of the RSUs under the Plan.  Investment in Shares involves a degree of risk.  Before deciding to acquire Shares as a result of settlement of the RSUs, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and the Participant should carefully review all of the materials related to the RSUs and the Plan.  In addition, the Participant should consult with the Participant’s personal advisor for professional investment advice.

 

 


 

 

(d) The Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Addendum (if applicable) and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the award, be drawn up in English.  If the Participant has received this Agreement, the Addendum and the Plan or any other documents related to the award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

(e) As a condition to the grant of the RSUs, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different).  In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its affiliates and subsidiaries and/or the Employer, as may be required to allow the Company and its affiliates and subsidiaries or the Employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).  Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).


 

 


 

 

 

 

 

 

 

By choosing the “Accept” button, the Participant accepts the RSUs as described above and the terms and conditions set out in this Agreement, the Plan and any related documents.  Copies of the Plan and such related documents are being provided to Participant as part of this Agreement.  

 

 

QUINTILES IMS HOLDINGS, INC.

 

________________________________

James H. Erlinger III

Executive Vice President, General Counsel

& Corporate Secretary

 

 

 

 

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Ari Bousbib, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quintiles IMS Holdings, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

Date: May 8, 2017

 

 

 

 

 

 

/s/ Ari Bousbib

 

 

Ari Bousbib

 

 

Chairman, Chief Executive Officer and President

 

 

(Principal Executive Officer)

 

 

 

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael R. McDonnell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quintiles IMS Holdings, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

Date: May 8, 2017

 

 

 

 

 

 

/s/ Michael R. McDonnell

 

 

Michael R. McDonnell

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Ari Bousbib, Chairman, Chief Executive Officer and President of Quintiles IMS Holdings, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

 

(1)

 

the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

 

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

 

Date: May 8, 2017

 

 

 

 

 

 

/s/ Ari Bousbib

 

 

Ari Bousbib

 

 

Chairman, Chief Executive Officer and President

 

 

(Principal Executive Officer)

 

 

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael R. McDonnell, Executive Vice President and Chief Financial Officer of Quintiles IMS Holdings, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

 

(1)

 

the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

 

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

 

Date: May 8, 2017

 

 

 

 

 

 

/s/ Michael R. McDonnell

 

 

Michael R. McDonnell

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.